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Issue of Subordinated Debt for Raising Tier II Capital

Last updated: 07 September 2009

 Notice Date : 07 September 2009

Issue of Subordinated Debt for Raising Tier II Capital

DBOD.No.BP.BC. 38 /21.01.002/2009-10

September 7, 2009

All commercial banks
(excluding RRBs)

Dear Sir,

Issue of Subordinated Debt for Raising Tier II Capital

Please refer to our circulars DBOD.No.BP.BC.5/21.01.002/99 dated February 8, 1999 on the issue of Subordinated Debt for raising Tier II Capital, Annex-5 of the Master Circular DBOD. No. BP.BC.6/21.01.002/2009-10 dated July 1, 2009 on Prudential Norms on Capital Adequacy-Basel I Framework and Annex 6 of the Master Circular on Prudential Guidelines on Capital Adequacy and Market Discipline - Implementation of the New Capital Adequacy Framework (NCAF) DBOD.No. BP.BC. 21 /21.06.001/2009–10 dated July 1, 2009 on the captioned subject.

2. At present, banks are permitted to raise lower Tier II subordinated bonds without special features such as Call and Step up options. On a review of international practices in this regard, it has been decided to permit banks to issue subordinated debt as Tier II capital with call and step-up options. The terms and conditions are given in the Annex. Banks should ensure that the terms and conditions are strictly adhered to.

3.  Please acknowledge receipt.

Yours faithfully,

Chief General Manager


Issue of unsecured bonds as subordinated debt by banks for raising Tier-II capital

Rupee subordinated debt

Foreign banks operating in India are not permitted to raise Rupee Tier II subordinated debt in India.

1Terms of issue of bond

To be eligible for inclusion in Tier – II Capital, terms of issue of the bonds as subordinated debt instruments should be in conformity with the following :

(a)   Amount

The amount of subordinated debt to be raised may be decided by the Board of Directors of the bank.

(b)   Maturity period

(i)  Subordinated debt instruments with an initial maturity period of less than 5 years, or with a remaining maturity of one year should not be included as part of Tier-II Capital. They should be subjected to progressive discount as they approach maturity at the rates shown below:

Remaining maturity of the instruments

Rate of discount

a) Less than One year


b) More than One year and less than Two years


c) More than Two years and less than Three years


d) More than three years and less than Four Years


e) More than Four years and less than Five years


(ii)   The bonds should have a minimum maturity of 5 years. However if the bonds are issued in the last quarter of the year i.e. from 1st January to 31st March, they should have a minimum tenure of sixty three months.

(c)  Rate of interest

The coupon rate would be decided by the Board of Directors of banks.

(d) Call Option

Subordinated debt instruments shall not be issued with a 'put option'. However banks may issue the instruments with a call option subject to strict compliance with each of the following conditions:

(i) Call option may be exercised after the instrument has run for at least five years; and

(ii) Call option shall be exercised only with the prior approval of RBI (Department of Banking Operations & Development). While considering the proposals received from banks for exercising the call option the RBI would, among other things, take into consideration the bank's CRAR position both at the time of exercise of the call option and after exercise of the call option.

(e) Step-up Option

The issuing bank may have a step-up option which may be exercised only once during the whole life of the instrument, in conjunction with the call option, after the lapse of five years from the date of issue. The step-up shall not be more than 50 bps. The limits on step-up apply to the all-in cost of the debt to the issuing banks

(f) Other conditions

(i)  The instruments should be fully paid-up, unsecured, subordinated to the claims of other creditors, free of restrictive clauses and should not be redeemable at the initiative of the holder or without the consent of the Reserve Bank of India.

(ii)   Necessary permission from Exchange Control Department should be obtained for issuing the instruments to NRIs/OCBs/FIIs.

(iii)  Banks should comply with the terms and conditions, if any, set by SEBI/other regulatory authorities in regard to issue of the instruments.

(g) Banks should indicate the amount of subordinated debt raised as Tier II capital by way of explanatory notes/ remarks in the Balance Sheet as well as in Schedule 5 to the Balance Sheet under ‘Other Liabilities & Provisions'.

2. Inclusion in Tier II capital

Subordinated debt instruments will be limited to 50 per cent of Tier-I Capital of the bank. These instruments, together with other components of Tier II capital, should not exceed 100% of Tier I capital.

3. Grant of advances against bonds

Banks should not grant advances against the security of their own bonds.

4. Compliance with Reserve Requirements

The total amount of Subordinated Debt raised by the bank has to be reckoned as liability for the calculation of net demand and time liabilities for the purpose of reserve requirements and, as such, will attract CRR/SLR requirements.

5. Treatment of Investment in subordinated debt

Investments by banks in subordinated debt of other banks will be assigned 100% risk weight for capital adequacy purpose. Also, the bank's aggregate investment in Tier II bonds issued by other banks and financial institutions shall be within the overall ceiling of 10 percent of the investing bank's total capital. The capital for this purpose will be the same as that reckoned for the purpose of capital adequacy.

6. Subordinated Debt in foreign currency raised by Indian banks

Banks may take approval of RBI on a case-by-case basis.

7. Reporting Requirements

The banks should submit a report to Reserve Bank of India giving details of the capital raised, such as, amount raised, maturity of the instrument, rate of interest together with a copy of the offer document soon after the issue is completed.



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