SEBI has relaxed mandatory merchant-banker appointment for qualifying privately placed debt with a Rs. 10,000 face value. Eligibility is conditional: the issuer must be regulated by an Indian financial-sector regulator, have been listed for at least a year, and have no pending SEBI or exchange fines for applicable listing-rule non-compliance. A statutory auditor must certify that it has not defaulted on payments during the preceding three financial years or the current financial year. The debt must carry at least an AA− rating, using the lowest rating where several are available, and generally be senior and secured; specified public-sector and statutory issuers may issue unsecured debt.
A second circular revises limits on International Securities Identification Numbers, or ISINs, which distinguish separate securities. It permits a standard maximum of 17 ISINs maturing in a financial year: 12 for plain-vanilla debt and five for specified other debt categories. Additional capacity, exclusions and legacy-instrument provisions apply in the circumstances set out in the circular, including exclusions for qualifying ESG debt.
The changes may give eligible issuers more options over denomination and maturity structure. Boards should examine the evidence supporting an exemption and the resulting refinancing profile. Greater issuance flexibility needs to be reflected in the company’s borrowing plan and investor disclosures.
Merchant-banker exemption circular | Revised ISIN provisions
