Professional Documents
Culture Documents
Unit Structure:
1.0 Objectives
1.1 Stock Exchange –
3.1.1 Definition of Stock Exchange
3.1.2 Importance of Stock Exchange
3.1.3 Functions of Stock Exchange
1.2 Stock Exchanges in India
1.3 Working of BSE and NSE
1.4 Trading Mechanism
1.5 Depository
1.6 Summary
1.7 Questions
1.8 Suggested/Further Readings:
1.0 OBJECTIVES:
• To understand the concept of Stock Exchange.
• To study the importance and functions of Stock Exchange.
• To study the different Stock Exchanges and working of BSE and NSE in
India.
• To understand the trading mechanism of Stock Exchanges Depositories in
India.
Stock Exchange
1.1.2 Importance of Stock Exchange
2 (a) Economic Barometer:
Stop-Loss Book
Stop Loss orders are stored in this book till the trigger price specified in the
order is reached or surpassed. When the trigger price is reached or
surpassed, the order is released in the Regular lot book.
Odd Lot Book
Stock Exchange The Odd lot book contains all odd lot orders (orders with quantity less than
marketable lot) in the system. The system attempts to match an active odd
10 lot order against passive orders in the book.
“Only for Private Circulation”
Auction Book Business Finance - II
Ø This book contains orders that are entered for all auctions.
Ø The matching process for auction orders in this book is initiated only
at the end of the solicitor period.
Ø The best buy order is matched with the best sell order.
Ø An order may match partially with another order resulting in multiple
trades.
Ø The best buy order is the one with the highest price and the best sell
order is the one with the lowest price.
Ø The system views all buy orders available from the point of view of a
seller and all sell orders from the point of view of the buyers in the
market.
Ø The best buy order is the order with the highest price and the best sell
order is the order with the lowest price.
Price Conditions
Limit Price/Order – An order that allows the price to be specified while
entering the order into the system.
Market Price/Order – An order to buy or sell securities at the best price
obtainable at the time of entering the order.
Stop Loss (SL) Price/Order – The one that allows the Trading Member to
place an order which gets activated only when the market price of the
relevant security reaches or crosses a threshold price. Until then the order
does not enter the market.
Quantity Conditions
Disclosed Quantity (DQ) - An order with a DQ condition allows the
Trading Member to disclose only a part of the order quantity to the market.
The Exchange operates the following sub-segments in the Equities
segment:
Institutional Segment
To facilitate execution of such Inter-Institutional deals in companies where
the cut-off limit of FII investment has been reached, the Exchange
introduced a new market segment on December 27, 1999.
11
“Only for Private Circulation”
Business Finance - II Trade for Trade Segment
The scrips in Trade for Trade segment are made available for trading under
BE series. The settlement of scrips available in this segment is done on a
trade for trade basis and no netting off is allowed. The criteria for shifting
scrips to/from Trade for Trade segment are decided jointly by the Stock
Exchanges in consultation with SEBI and reviewed periodically.
The process of identifying the securities moving to Trade for Trade segment
is done on a fortnightly basis while securities moving to/from Trade to
Trade is done on a quarterly basis. This review is applicable to all securities
irrespective of Price Bands.
Internet Trading
The Securities & Exchange Board of India (SEBI) approved the report on
Internet Trading brought out by the SEBI Committee on Internet Based
Trading and Services In January 2000. Internet trading can take place
through order routing systems, which will route client orders to exchange
trading systems for execution. Thus a client sitting in any part of the
country would be able to trade using the Internet as a medium through
brokers' Internet trading systems. SEBI-registered brokers can introduce
Internet based trading after obtaining permission from respective Stock
Exchanges.
Internet Trading at NSE
Ø NSE became the first exchange to grant approval to its members for
providing Internet based trading services.
Ø In line with SEBI directives, NSE has issued circulars detailing the
requirements and procedures to be complied with by members
desirous of providing Internet based trading and services.
Ø Members can procure the Internet trading software from software
vendors who are empanelled with NSE or they may develop the
software through their own in-house development team or may
procure the software from other non-empanelled vendors.
Ø Members can also avail of services provided by Application Service
Providers (which may inter-alia include providing / maintaining
software / hardware / other infrastructure etc.) for providing Internet
based trading services subject to the Application Service Provider
(ASP) being empanelled with the Exchange for providing such
services.
Ø The SEBI Committee on Internet Based Trading and Services in its
meeting held on August 2, 2000 approved the minimum
requirements for brokers offering securities trading through wireless
medium on Wireless Application Protocol (WAP) platform.
Ø SEBI-registered brokers who have been granted permission to
provide Internet based trading services can introduce WAP trading
after obtaining permission from respective stock exchanges.
Ø SEBI has stipulated the minimum conditions to be fulfilled by
trading members to start Internet based trading and services.
13
“Only for Private Circulation”
Business Finance - II Ø NSE has granted permission to one of its trading members M/s.Gogia
Capital Services Ltd. to provide securities trading through WAP.
Ø This is the first WAP enabled online stock trading facility in the
country.
Ø The WAP technology has been harnessed jointly by NSE.IT and
Bharti Telesoft using Bharti Telesoft's WAP interface and NSE.IT's
E-broking products NeatXS/ iXS, leading to convenience of live
stock trading for people on the move.
1.5 Depository
Ø Depository is an institution or a kind of organization which holds securities
with it in De Mat form, in which trading is done among shares, debentures,
mutual funds, derivatives, F&O and commodities.
Ø The intermediaries perform their actions in variety of securities at
Depository on behalf of their clients.
Ø These intermediaries are known as Depositories Participants (DPs).
Fundamentally,
Ø There are two sorts of depositories in India.
Ø One is the National Securities Depository Limited (NSDL) and the other is
the Central Depository Service (India) Limited (CDSL).
Ø Every Depository Participant (DP) needs to be registered under this
Depository before it begins its operation or trade in the market.
Ø Depository interacts with its clients / investors through its agents, called
Depository Participants normally known as DPs.
Ø For any investor / client, to avail the services provided by the Depository,
has to open Depository account, known as Demat A/c, with any of the DPs.
About NSDL
§ NSDL, the first and largest depository in India, established in August 1996
§ NSDL is promoted by institutions of national stature has established a state-
of-the-art infrastructure that handles most of the securities held and settled
in dematerialized form in the Indian capital market.
§ The enactment of Depositories Act in August 1996 paved the way for
establishment of NSDL.
§ Using innovative and flexible technology systems, NSDL works to support
the investors and brokers in the capital market of the country.
§ NSDL aims at ensuring the safety and soundness of Indian marketplaces by
developing settlement solutions that increase efficiency, minimize risk and
reduce costs.
§ NSDL play a central role in developing products and services that will
continue to nurture the growing needs of the financial services industry.
§ In the depository system, securities are held in depository accounts, which
is more or less similar to holding funds in bank accounts.
§ Transfer of ownership of securities is done through simple account
transfers.
§ NSDL is promoted by Industrial Development Bank of India (IDBI) - the
largest development bank of India, Unit Trust of India (UTI) - the largest
mutual fund in India and National Stock Exchange (NSE) - the largest stock
exchange in India.
Promoters
Industrial Development Bank of India Limited (Now, IDBI Bank Limited)
Unit Trust of India (Now, Adminstrator of the Specified Undertaking of the
Unit Trust of India)
National Stock Exchange of India Limited
Other Shareholders
Ø State Bank of India
Ø HDFC Bank Limited
Ø Deutsche Bank A.G.
Ø Axis Bank Limited
Ø Citib ank N.A.
Ø Standard Chartered Bank
Stock Exchange
15
“Only for Private Circulation”
Business Finance - II Ø The Hongkong and Shanghai Banking Corporation Limited
Ø Union Bank of India
Ø Canara Bank
Ø Kotak Mahindra Bank Limited
Ø Dena Bank
Ø Kotak Mahindra Life Insurance Company Limited
About CDSL
Ø A Depository facilitates holding of securities in the electronic form
and enables securities transactions to be processed by book entry.
Ø The Depository Participant (DP), who as an agent of the depository,
offers depository services to investors.
Ø According to SEBI guidelines, financial institutions, banks,
custodians, stockbrokers, etc. are eligible to act as DPs.
Ø The investor who is known as beneficial owner (BO) has to open a
demat account through any DP for dematerialisation of his holdings
and transferring securities.
Ø The balances in the investors account recorded and maintained with
CDSL can be obtained through the DP.
Ø The DP is required to provide the investor, at regular intervals, a
statement of account which gives the details of the securities
holdings and transactions.
Ø The depository system has effectively eliminated paper-based
certificates which were prone to be fake, forged, counterfeit resulting
in bad deliveries.
Ø CDSL offers an efficient and instantaneous transfer of securities.
Ø CDSL was initially promoted by BSE Ltd. which has thereafter
divested its stake to leading banks as "Sponsors" of CDSL.
Ø CDSL was set up with the objective of providing convenient,
dependable and secure depository services at affordable cost to all
market participants.
Some of the important milestones of CDSL system are:
Convenience:
Ø Wide DP Network: CDSL has a wide network of DPs, operating from
over 17,000 sites, across the country, offering convenience for an
investor to select a DP based on his location.
Ø On-line DP Services:The DPs are directly connected to CDSL
Stock Exchange thereby providing on-line and efficient depository service to
investors.
16
Dependability:
Ø On-line Information to Users: CDSL's system is built on a
centralised database architecture and thus enables DPs to provide on-
line depository services with the latest status of the investor's
account.
Ø Convenient to DPs: The entire database of investors is stored
centrally at CDSL. If there is any system-related issues at DPs end,
the investor is not affected, as the entire data is available at CDSL.
Ø Contingency Arrangements: CDSL has made provisions for
contingency terminals, which enables a DP to update transactions, in
case of any system related problems at the DP's office.
Ø Meeting User's Requirements: Continuous updation of procedures
and processes in tune with evolving market practices is another
hallmark of CDSL's services.
Ø Audit and Inspection: CDSL conducts regular audit of its DPs to
ensure compliance of operational and regulatory requirements.
Ø Dormant Account Monitoring: CDSL has in place a mechanism for
monitoring dormant accounts.
Ø Helpdesk: DPs and investors can obtain clarifications and guidance
from CDSL's prompt and courteous helpline facility.
Security:
Ø Computer Systems: All data held at CDSL is automatically
mirrored at the Disaster Recovery site and is also backed up and
stored in fireproof cabinets at the main and disaster recovery site.
Ø Unique BO Account Number: Every BO in CDSL is allotted a
unique account number, which prevents any erroneous entry or
transfer of securities. If the transferor's account number is wrongly
entered, the transaction will not go through the CDSL system, unless
corrected.
Stock Exchange
Ø Data Security: All data and communications between CDSL and its
users is encrypted to ensure its security and integrity. 17
“Only for Private Circulation”
Business Finance - II Ø Claims on DP: If any DP of CDSL goes into liquidation, the
creditors of the DP will have no access to the holdings of the BO.
Ø Insurance Cover: CDSL has an insurance cover in the unlikely
event of loss to a BO due to the negligence of CDSL or its DPs.
1.6 Summary
Stock exchange is an indispensable tool for the economic development. It
mobilizes saving of the individual which help industries and other sector which
faces problem of funds. In India Stock Exchanges are controlled and supervised
by SEBI, and other laws, rules and regulation and various guidelines from time to
time by concerned authorities.
A stock exchange is a secondary market since the trading happens only for the
securities that have already been issued to the public and now being allowed to be
traded on the stock exchange after getting listed with the stock exchange.It is a
place where buying and selling of securities are done through a proper mechanism
which facilitates transparency in the trading. There are two depositories namely
CDSL and NSDL who controls and manages trading in Stock exchanges. There
are huge opportunities available in this segment which will eventually help the
countries for development. There are various stock exchanges functioning in India
and contributing for the economic development by mobilizing savings of the
household sectors and funds from the surplus to scarce.
The stock exchange facilitates easy marketability of securities as securities can be
bought and sold conveniently. Demand and supply of particular securities decides
the price of any securities. The share prices fluctuate on stock exchanges as a result
of market forces. It also facilitates investment in securities by all section of the
society it might be small investor or investor at organization level. As a result of
stock market transactions, funds flow from the less profitable to more profitable
enterprises. All type of stock investors whether they are individuals, professional
stock investors, institutional investors earn capital gains through dividends and
stock price increases. Stock exchange facilitates liquidity by providing ready
market for sale and purchase of securities. It gives assurance to the investors that
their investment can be converted into cash whenever they want.
1.7 Questions
Fill in the blanks:
1. Dematerialisation (usually known as demat) is converting physical
certificates of Securities to _____________________.
2. Currently there are two depositories operational in the country, that
are___________ and ____________.
3. The NSE was established in the year_____________.
4. The NEAT stand for________________________.
Stock Exchange [Answers :(1) electronic form (2) NSDL, CDSL, (3) 1992, (4) National
Exchange for Automated Trading
18
Stock Exchange
20
Unit Structure:
2.0 Objectives
2.1 Role and Importance of Foreign Capital
2.2 Sources of Foreign Capital
2.3 Foreign Direct Investment
2.4 NRI fund, GDR and ADR issues
2.5 Foreign Collaborations
2.6 Summary
2.7 Questions
2.8 Suggested/Further Readings:
2.0 Objectives:
• To understand the concept foreign Capital and its role and importance..
• To know different sources of foreign Capital.
• To study the Foreign Direct Investment.
• To understand NRI fund, GDR,ADR issues and foreign Collaborations.
22
25
“Only for Private Circulation”
Business Finance - II Foreign Direct Investments (FDI) vs. Foreign Portfolio Investment
(FPI)
The relative significance of two important components of foreign
investments can be summarized as follows:
ü FDI accelerates growth process mainly due to superior technology
transfers and greater competition that generally accompany FDI.
Domestic firms improve R&D to sustain competition with foreign
firms or multinational firms. FDI also improves export
competitiveness of the country. So, FDI has a positive spillover
effects on the economy. FPI enables the country to use huge pooled
foreign funds and directly doesn’t involve any kind of superior
technology or managerial transfers. Thus FPI has limited spillover
effects than FDIs.
ü FDI reflects seriousness and commitment on part of foreign investors
since FDI causes high initial set up cost and higher exit costs in terms
of difficulty in selling stake in the firm. Thus foreign direct investor
stay invested for long-term in the country and so help to improve
growth prospects of the country. FPI is guided by short-term gains
and involves problems to exit the country. FPI tends to be more
volatile than direct investments. The sudden FPI outflows at the time
of domestic crisis may disrupt the development process of the
country.
ü Portfolio investors due to their short-term perspective may indulge
into speculative activities in the domestic financial market and may
cause problems for the domestic investors.
ü FDIs are directly managed by foreign owners FPI on the other hand
are managed by “outside managers”. So FDI results into better asset
management.
ü The increased FDI flows give positive signal about the long-term
prospects of domestic economy and greater creditability of the
country. A very substantial amount of FPI of short-term nature
depicts risk in the domestic economy.
(B) External Aid
External aid refers to the concessional foreign finance with flexible terms
and conditions. It may be in the form of long term concessional debt or
grants (doesn’t involves any repayment obligations). The tenure of the aid
is generally very long. The important sources of foreign aid in India are:
(a) Official Aid:
It is given by foreign governments or international official bodies such
World Bank, International Monetary Fund (IMF), Asian Development
Bank (ADB) etc. It can be:
(I) Bilateral Aid: Loans or grants under bilateral (i.e. between two
Foreign Capital
countries) agreement.
(ii) Multilateral Aid: loans or grants extended by multilateral (i.e. more
26
Political Pressures:
Heavy dependence on foreign aid may introduce political compulsions on
the economy. Donor countries may put certain pressures and lead to
decisions not in the interest of the country. Sanctions imposed against for
taking nuclear test is a recent example of pressures that developed nations
imposed on developing nations.
Uncertainty of Aid:
Aid moves at the convenience of the donor countries. The delay or
uncertainty in the aid may cause harmful consequences on the projects
dependent upon aid.
Restrictive Use:
Aid generally involves conditions upon its use and may result in
undesirable production and consumption pattern in the economy. For
example donor countries may insist upon purchase from specified sellers.
The foreign suppliers may charge higher price and cause high cost of the
project. Tied aid may not allow the free-use of funds in the sectors
important for the development process of the country. The real cost of aid
appears to be high due to conditions imposed on its use.
Low Utilization Rate:
It is ironical that developing nations having scarcity of capital and
resources are not able to utilize the total amount of sanctioned aid. This
may be due to the lack of complementary domestic resources or experience Foreign Capital
to use aid. Further the procedural delay also cause low aid utilization.
27
“Only for Private Circulation”
Business Finance - II Complacent domestic initiatives:
Foreign aid brings moral hazards in the recipient country. It results in the
complacent behavior on part of government to improve resource
generation.
Despite the problems associated with foreign aid, factors, such as lower
cost, long-term nature of aid, have encouraged the dependence on foreign
aid in comparison to commercial funds. In the recent years however, there
is a significant decline in foreign aid as a percentage of GDP.
Types of FDI
ü Horizontal FDI arises when a firm duplicates its home country-based
activities at the same value chain stage in a host country through FDI.
ü Platform FDI Foreign direct investment from a source country into a
destination country for the purpose of exporting to a third country.
ü Vertical FDI takes place when a firm through FDI moves upstream or
downstream in different value chains i.e., when firms perform value-
adding activities stage by stage in a vertical fashion in a host country.
Importance and Barriers to FDI
The rapid growth of world population since 1950 has occurred mostly in
developing countries.This growth has been matched by more rapid
increases in gross domestic product, and thus income per capita has
increased in most countries around the world since 1950.
Foreign Capital An increase in FDI may be associated with improved economic growth due
to the influx of capital and increased tax revenues for the host country. Host
28 countries often try to channel FDI investment into new infrastructure and
Debt investment
NRIs can invest in either a non-resident ordinary (NRO) fixed deposit or
non-resident external (NRE) fixed deposit. Currently, the rates are eight to
nine per cent. In these deposits, the investment is in rupees. You can remit
freely from the NRE account. But in NRO accounts, there is a cap of $1
million in a financial year.
Another difference is that the interest earned in NRE accounts is not
taxable, while in the case of NRO accounts it is subject to tax.
Even for investment in other asset classes such as real estate, gold or
equities, it is essential to open an NRE or NRO account. In this case, you
can open a savings or current account.
NRIs can also invest in foreign currency non-resident (FCNR) deposits,
where the investment is in foreign currencies such as the dollar, yen, pound
and euro. These are only term deposits and the interest is linked to the
London Interbank Offered Rate for that particular currency. There is no tax
on the interest income from FCNR deposits.
NRIs can also invest in government securities and bonds, Non-convertible
debentures issued by companies and company-fixed deposits.
"Investment in debt also looks attractive to lock-in money at higher rates for
the medium term, as there is a possibility of softening of rates over the next
one year," says Arvind Rao, a chartered accountant and financial planner.
The debt instruments that are off-limits for NRIs are Public Provident Fund
and National Savings Certificates issued by post offices.
Equity investment
NRIs can invest in direct equities through the portfolio investment scheme
(PIS) or equity mutual funds. The condition for direct equity investments is
it cannot exceed 10 per cent of paid-up capital of private companies and 20
per cent for public sector companies. These investments should be routed
through Portfolio Investment Scheme regulated by the Reserve Bank of
India wherein NRE or NRO bank accounts are opened. These can be linked
to trading accounts, which can be opened with any stock broker in India.
For this, investors will be charged a management fee, usually with a profit-
sharing agreement.
Taxation
The taxation rules for an NRI for different asset classes is the same as
residents, except for the following differences:
Equities
• Long-term capital gains are tax-free;
• Short-term capital gains are taxed at 15 per cent;
• In the case of long-term capital gains arising on shares and
debentures (unlisted), they are not allowed the benefit of indexing
the cost of acquisition;
Mutual funds
• Long-term capital gains on equity funds is exempt;
• Short-term capital gains on equity funds is taxed at 15 per cent;
• Long-term capital gains on debt funds (10 per cent without
indexation and 20 per cent with indexation), whichever is lower;
• Short-term capital gains on debt funds, according to the slab rates
Bank FDs, real estate transactions and gold are taxed in the same way as for
residents.
In all the above cases, there are prescribed rates for withholding taxes as
well. For instance, while sale of property attracts long-term capital gains tax
of 20 per cent, NRI investors can approach the income-tax assessing officer Foreign Capital
to get the Tax Deducted at Source lowered or exempted. They can put up a
31
“Only for Private Circulation”
Business Finance - II case saying they plan to invest the proceeds in other property and get the
exemption. While this can reduce the tax outgo, it does not mean there is no
tax.
ADR Programs
When a company establishes an ADR program, it must decide what exactly
it wants out of the program, and how much time, effort, and other resources
they are willing to commit. For this reason, there are different types of
programs, or facilities, that a company can choose.
Unsponsored ADRs
Unsponsored shares trade on the over-the-counter (OTC) market. These
shares are issued in accordance with market demand, and the foreign
company has no formal agreement with a depositary bank. Unsponsored
ADRs are often issued by more than one depositary bank. Each depositary
services only the ADRs it has issued. Since the company is not formally
involved in an unsponsored issue, the motivation of the company to list
overseas is irrelevant for unsponsored programs. Instead, the dynamics of
this market is determined by the incentive structure of three types of
players: holders of the securities on-shore, the investors in depository
receipts off-shore and the intermediaries (depository banks and
exchanges).
Foreign Capital
Sponsored Level I ADRs ("OTC" facility)
Level 1 depositary receipts are the lowest level of sponsored ADRs that can 33
“Only for Private Circulation”
Business Finance - II be issued. When a company issues sponsored ADRs, it has one designated
depositary who also acts as its transfer agent. A majority of American
depositary receipt programs currently trading are issued through a Level 1
program. This is the most convenient way for a foreign company to have its
equity traded in the United States.
Level 1 shares can only be traded on the OTC market and the company has
minimal reporting requirements with the U.S. Securities and Exchange
Commission (SEC).
The company is not required to issue quarterly or annual reports in
compliance with U.S. GAAP. However, the company must have a security
listed on one or more stock exchanges in a foreign jurisdiction and must
publish in English on its website its annual report in the form required by
the laws of the country of incorporation, organization, or domicile.
Companies with shares trading under a Level 1 program may decide to
upgrade their program to a Level 2 or Level 3 program for better exposure
in the United States markets.
Sponsored Level II ADRs ("Listing" facility)
Level 2 depositary receipt programs are more complicated for a foreign
company. When a foreign company wants to set up a Level 2 program, it
must file a registration statement with the SEC and is under SEC regulation.
In addition, the company is required to file a Form 20-F annually. Form 20-
F is the basic equivalent of an annual report (Form 10-K) for a U.S.
company. In their filings, the company is required to follow U.S. GAAP
standards or the International Financial Reporting Standards(IFRS) as
published by the IASB.
The advantage that the company has by upgrading their program to Level 2
is that the shares can be listed on a U.S. stock exchange. These exchanges
include the New York Stock Exchange (NYSE), NASDAQ, and the NYSE
MKT.
While listed on these exchanges, the company must meet the exchange's
listing requirements. If it fails to do so, it may be delisted and forced to
downgrade its ADR program.
Sponsored Level III ADRs ("offering" facility)
A Level 3 American Depositary Receipt program is the highest level a
foreign company can sponsor. Because of this distinction, the company is
required to adhere to stricter rules that are similar to those followed by U.S.
companies.
Setting up a Level 3 program means that the foreign company is not only
taking steps to permit shares from its home market to be deposited into an
ADR program and traded in the United States; it is actually issuing shares
to raise capital. In accordance with this offering, the company is required to
file a Form F-1, which is the format for a prospectus for the shares. They
also must file a Form 20-F annually and must adhere to U.S. GAAP
Foreign Capital standards or IFRS as published by the IASB. In addition, any material
information given to shareholders in the home market, must be filed with
34
the SEC through Form 6K.
“Only for Private Circulation”
Foreign companies with Level 3 programs will often issue materials that Business Finance - II
are more informative and are more accommodating to their U.S.
shareholders because they rely on them for capital. Overall, foreign
companies with a Level 3 program set up are the easiest on which to find
information. Examples include Vodafone, Petrobras, and China
Information Technology, Inc. (CNIT).
Restricted programs
Foreign companies that want their stock to be limited to being traded by
only certain individuals may set up a restricted program. There are two SEC
rules that allow this type of issuance of shares in the United States: Rule
144-A and Regulation S. ADR programs operating under one of these two
rules make up approximately 30% of all issued ADRs.
Privately placed (SEC Rule 144A) ADRs
Some foreign companies will set up an ADR program under SEC Rule
144A. This provision makes the issuance of shares a private placement.
Shares of companies registered under Rule 144-A are restricted stock and
may only be issued to or traded by qualified institutional buyers (QIBs).
U.S. public shareholders are generally not permitted to invest in these ADR
programs, and most are held exclusively through the Depository Trust &
Clearing Corporation, so there is often very little information on these
companies.
Offshore (SEC Regulation S) ADRs
The other way to restrict the trading of depositary shares to U.S. public
investors is to issue them under the terms of SEC Regulation S. This
regulation means that the shares are not, and will not be registered with any
U.S. securities regulation authority.
Regulation S shares cannot be held or traded by any “U.S. person” as
defined by SEC Regulation S rules. The shares are registered and issued to
offshore, non-U.S. residents.
Regulation S ADRs can be merged into a Level 1 program after the
restriction period has expired, and the foreign issuer elects to do this.
35
“Only for Private Circulation”
Business Finance - II
2.6 Summary
Capital is the life blood of any economy and therefore its scarcity may hamper the
growth of economy. Capital scarcity can be financed through outside the country
by prior approval in different form like FDI, FPI, Foreign Aid, ECB etc. It
facilitates various advantages to host Countries. Foreign Capital is an
indispensable tool for the industrial growth and eventually for economic growth.
Foreign capital may flow in ally country with technological collaboration as well.
It is interesting to note that even in Russia and East European countries foreign
capital has been allowed to flow in. Foreign capital inflows contribute to the
domestic resources of the recipient country. Foreign capital raised the recipient
economy’s capacity to import goods and updated technology. As a result exports
competitiveness of a country and dependency on imports is gradually reduced
which prevent BOP crisis of the country.
Foreign capital may lead to the development of projects that may lack any
domestic relevance and cause misallocation of resources. There is a risk that
technology transfers by foreign investors may be inappropriate. Foreign firms try
to dump the outdated technology in the developing nations. It is quite likely that
these firms use labor-saving technology which is unsuitable for labor abundant
country like India. . Foreign Investment includes Foreign Direct Investment (FDI)
and Foreign Portfolio Investment (FPI). FDI refers to the physical investments
made by foreign investors in the domestic country. FPI refers to the short-term
investments by foreign entity in the financial markets. External aid refers to the
concessional foreign finance with flexible terms and conditions. ECBs comprises
of borrowings from international capital market on commercial terms. It covers all
medium/long term loans e.g. supplier’s credit, foreign currency convertible bonds
(FCCBs),
Foreign Capital
37
“Only for Private Circulation”
Business Finance - II 2.7 Questions
Fill in the blanks:
1. FDI stands for _____________________.
2. GDR stands for____________.
3. FPI stands for _____________.
4. _____________________is an agreement or contract between two or more
companies from different countries for mutual benefit.
[Answers :(1) Foreign Direct Investment (2) Global Depository Receipts
(3) Foreign Portfolio Investment (4) Foreign collaboration
Unit Structure:
3.0 Objectives
3.1 Lease financing –
3.1.1 Meaning of Lease financing
3.1.2 Importance of Lease financing
3.1.3 Types of Lease financing
3.2 Lease v/s Buy Decision
3.3 Problems and Prospects of Leasing in India
3.3 Venture Capital
3.3.1 Concept of Venture Capital
3.3.2 Process of Venture Capital
3.3.3Methodsof Venture Capital Financing
3.4 Development of Venture Capital in India
3.5 Credit Rating
3.5.1 Meaning of Credit Rating
3.5.1 Need of Credit Rating
3.5.1 Credit Rating Agencies in India
3.5.1 Methodology of Credit Rating
3.6 Summary
3.7 Questions
3.8 Suggested/Further Readings:
3.0 OBJECTIVES:
• To understand the concept of management and study its nature.
• To know different levels of management.
• To study the functions of management and different schools of
management thoughts.
• To Enhance the Knowledge of Management Studies
Lease except finance lease is called operating lease. Here chances of risks
and rewards accompanying to the ownership of asset are not transmitted by
the lessor to the lessee. The term of such lease is much less than the
economic life of the asset and thus the total investment of the lessor are not
recovered through lease rental during the primary period of lease. This type
of lease is also known as service lease because the lessor generally offers
advice to the lessee for repair, maintenance and technical knowhow of the
leased asset.
Ø Features of Operating Lease:
1. Operatinglease term is comparatively lower than the economic life of
the asset.
2. The lessee has the privilege to terminate the lease by providing a
short notice and no penalty is levied for that.
3. The lessor offers the advice for maintenance and technical knowhow
of the leased asset to the lessee.
4. Risks and rewards accompanying to the ownership of asset are
accepted by the lessor.
5. Lessor has to hang on leasing of an asset to various lessees for
retrieval of his/her investment.
Advantages and Disadvantages of Lease Financing:
Leasing seems to be a cost-effective substitute for using an asset therefore
presently shows an increasing trend. There are certain advantages as well as
disadvantages.
i. Advantages:
Following are the advantages of Lease financing
a. To Lessor:
From the point of view of lessor the advantages of lease financing are as
below:
Ø Guaranteed Regular Income:
Lessor earns lease rent by leasing an asset during the period of lease which
is a guaranteed and regular income.
Ø Protection of Ownership:
In case of finance lease, the lessor transfers all the chances of risk and
rewards accompanying to ownership to the lessee without the transfer of
ownership of asset hence the owner¬ship of lessor is protected.
Ø Tax Benefit:
As ownership remains with the lessor, tax benefit is enjoyed by the lessor
by way of depreciation charge before tax in respect of leased asset.
New Dimensions in
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Business Finance - II Ø Profitability:
The business of leasing is profitable since the return based on lease
rental, is much higher than the interest payable on financing the asset.
Ø High possibility of Growth:
The demand for leasing is gradually increasing due to its cost
efficient forms of financing. Economic growth can be preserved even
during the period of depression. Thus, the growth possibility of
leasing is much higher as evaluated to other forms of business.
Ø Recovery of Investment:
The lessor can get back the total investment through lease rentals in
case of finance lease,.
b. To Lessee:
From the point of view of lessee the advantages of lease financing are
as below:
Ø Use of Capital Goods:
A business will not have to spend a lot of money for purchasing an
asset but it can utilized an asset by compensating small monthly or
yearly rentals.
Ø Tax Benefits:
A company is able to enjoy the tax benefits on lease rent payments as
lease rent payments can be deducted as a business operating expense.
Ø Cheaper:
As compare to all other sources of financing, Leasing is a cheaper
source of financing.
Ø Technical Assistance:
Lessee gets some type of technical support like technical know-how,
servicing etc. from the lessor in respect of leased asset.
Ø Inflation Friendly:
Leasing is inflation friendly, the lessee has to pay flat amount of
rentals each year even if the cost of the property goes up.
Ø Ownership:
After the expiry of primary tenure, lessor proposes the lessee to
acquire the assets— by compensating a very small sum of money.
ii. Disadvantages:
Lease financing suffers from the following disadvantages
a. To Lessor:
Lessor suffers from certain drawbacks which are as follows:
New Dimensions in Ø Fruitless in Case of Inflation:
44 Business Finance
New Dimensions in
Business Finance
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Business Finance - II 3.2 Lease v/s Buy Decision:
1. Deal Initiation:
Commencing of a deal is the prime step in venture capital financing. An
investment without a deal is not possible, conditions of deal are necessary.
One of the most common sources of such initiation is recommendation
system. In recommendation system deals are transfer to the venture
capitalist by their business partners, parent organisations, friends etc.
2. Screening:
Screening is the procedure by which the venture capitalist examines all the
prospective projects in which he may invest. The projects are classified
under certain standard such as product, market scope, technology, quantum
of investment, geographical location, demographical features, stage of
financing etc. For the procedure of screening the entrepreneurs are asked to
either supply a brief profile of their venture or requested for face-to-face
discussion for pursuing certain explanations.
3. Evaluation:
The deal is evaluated after the screening and a comprehensive study is
done. For details study some of the documents are requires such as
projected outline, background of the entrepreneur, projected turnover, etc.
The process of evaluation is only evaluates the project competence but also
the competence of the entrepreneurs to meet such goals. Certain abilities in
the entrepreneur such as entrepreneurial skills, technical knowledge,
manufacturing and marketing capabilities and experience are consider
during evaluation. After considering all the factors, detail risk management
is done which is then followed by deal initiation.
4. Deal negotiation:
Once the venture capitalist or investor discovers the project is viable he gets
into deal negotiation. Deal negotiation is a procedure by which the
stipulations means conditions of the deal are so prepared so as to make it
mutually advantageous. The bargaining between both the parties is a
negotiation. Both put forward their demands and required to settle the
demands. The areas of negotiation are quantum of investment, profit
sharing ratio held by both the parties, rights and duties of the venture
capitalist and entrepreneur etc.
5. Post investment activity:
Once the deal is locked, the venture capitalists entered in to the venture and
perform certain rights and duties. The capitalist not take part in the day to
day events of the firm; it only concerned during the circumstances of
financial risk. The venture capitalists contribute in the enterprise by a
representation in the Board as Directors and safeguard that the enterprise is
performing as per the plan.
6. Exit plan:
The final stage of venture capital investment is to create the exit plan
New Dimensions in
established on the nature of investment, extent and kind of financial
Business Finance
investment etc. The exit plan is built to make negligible losses and extreme 49
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Business Finance - II profits. The venture capitalist may departure through IPOs, purchase of the
venture capitalists share by the promoter or an outsider, acquisition by
another company.
3.6 Summary:
Considering the high risk concerned within the capital investments
complimenting the high returns expected, one ought to do an intensive study of the
project being thought-about, advisement the danger come magnitude relation
expected. One has to do the preparation each on the capital being targeted and on
the business needs. Depending upon transmit of risk and rewards to the lessee, the
tenure of lease and the number of parties to the transaction; lease financing can be
divided into two types, Finance lease and Operating lease.
New Dimensions in The exceptional growth of leasing companies, their lease business and its
54 Business Finance acceptance as a method of acquiring use of assets then too there are few problems
3.7 Questions:
Q.1. FILL IN THE BLANKS:
1. The periodical payment made by the lessee to the lessor is known as
…………..
2. Leasing is a source of financing which is …………. than almost all other
sources of financing
3. ……………. is a private institutional investment made to start up
companies at early stage.
4. CRISIL stands for …………
5. ………………. Agency is an organization that evaluates the credit
worthiness of an individual, business or company
[ ANSWERS: 1. Lease rental , 2. Cheaper , 3. Venture capital , 4. Credit
rating information services of India Ltd. , 5. Credit rating]
New Dimensions in
56 Business Finance
Unit Structure:
4.0 Objectives
4.1 Forms of Expansion and diversification
4.2 Meaning of Acquisition, Takeover, Mergers and Amalgamation
4.3 Importance of Acquisition, Takeover, Mergers and Amalgamation
4.4 Reasons for Mergers & Amalgamation
4.5 Benefits of Mergers & Amalgamation
4.6 Summary
4.7 Questions
4.8 Suggested/Further Readings:
4.0 Objectives:
• To understand the concept and nature of Corporate Restructuring.
• To know different Forms of Expansion and diversification
• To study the concepts of Acquisition, Takeover & Mergers and
Amalgamation.
• To Know the Reasons and Benefits of Mergers & Amalgamation
• To Enhance the Knowledge of Corporate Restructuring and Finance
3. CONCENTRIC DIVERSIFICATION
In Concentric diversification the entity the entity introduces new products
with an aim to fully utilize the potential of the prevailing technologies and
marketing system. For example, a bakery making bread starts producing
biscuits.
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Business Finance - II
4. CONGLOMERATE DIVERSIFICATION
In Conglomerate diversification the entity launches a new product or
service having no relation to its previous offering. For example, ITC an
Indian cigarette making company moving into hotel industry of FMCG
markets. This is done to appeal to a all-new set of customers. It is done to
get better return on investment and to capitalize on the opportunity
available for growth.
CONCLUSION:
A diversification must be a well thought out action for an enterprise. It can enhance
the growth of the firm thereby escorting it towards wealth maximization.
However, it can also prove to be an expensive failure for particular entities. A
detailed analysis of the impending market must be accomplished before opting for
diversification.
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4.2.1 Acquisitions:
An acquisition is the purchase of corporate asset of one company by
another company. The purchasing company only remains into existence.
No new company is formed as it happens in Merger .For Example
Company ‘B’ is Acquired by Company ‘A’. Company ‘A’ will dissolve
Company ‘B’ and the activities will be carried forward in the name of
Company ‘A’. Acquisitions are made by using mode of cash or debt to
purchase outstanding stock, but companies can also use their own stock by
exchanging it for the vendor firm's stock. Acquisitions can be done in a
hostile or friendly manner.
4.2.2 Takeover:
Purchasing of a company is called as takeover. Takeovers creates a bigger,
more competitive, more cost-efficient entities. The synergy created by
coming together of two companies is to increase the shareholders worth. It
is similar to Acquisition.
4.2.3 Merger:
In merger, different entities are combined together and a new entity is
created. For example Company ‘A’ and Company ‘B’ merger together to
create a new Company ‘AB’. Company ‘A’ and Company ‘B’ are
dissolved and a New Company ’AB’ carry forwards its activities. Merger
helps to improve the financial and operational strength of the organization.
The ownership gets transferred by cash payment or stock swap between the
two companies. The New Company issues its stock to the shareholders of
the seller company.
4.2.4 Amalgamation:
In Amalgamation entities doing similar business are combined together and
a new company is formed. It is done to get benefit of economies of scale.
The shareholder of the vendor company becomes the shareholder of the
new or purchasing company. It is mostly done through share transfer.
1. Economies of Scale:
An Amalgamated organization is bigger than the previous self. It has
more resources at its disposal and so can achieve large scale
production. It gets the benefit of economies of scale and leads to cost
reduction. Its improved production facilities, distribution network,
research and development facility add to its economies of scale.
Horizontal and vertical mergers lead to optimal use of resources and
competitive pricing. The economy of scale leads to decrease in per
unit cost and improves revenue.
2. Operating Economies:
The operating economies like facilities in accounting, purchasing,
marketing etc of the best organization will be kept and few
unproductive processes will be eliminated .The operating
inefficiencies of one entity will be controlled and trained by the team
of the entity having superiority. The amalgamated firm will have a
better leverage in terms of operating efficiency.
3. Synergy:
The firms that have merged together get benefits of economies of
scale and operating synergy. The leveraging of the strong Research
and Development team of the superior entity, the managerial
capabilities, the financial resources, the investment opportunities
etc. help develop synergy in the operation of the merged entity.
4. Growth:
Merger and Acquisition is a cheaper and less risky method of growth.
The entity which increases its internal strength due to merger has a
chance of growth. It leads to satisfactory and balance growth. The
firm doesn’t have to go through the route of developing new product
Corporate Restructuring line as due to merger new line of product are acquired and marketing
and Finance can be started quickly.
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5. Diversification:
An entity which tries to enter a new lines of activities has to face a
number of problems in production, marketing etc. Amalgamation or
Merger with an organization working in that particular .line of
activity help in diversification of business .Amalgamation will bring
together different expertise of different persons in varied activities.
So amalgamation is a tool of diversification.
6. Utilisation of Tax Shields:
When a merger takes place between a company with accumulated
losses and a profit making company it is able to utilize tax shields.
After merger the accumulated losses of one unit can be set-off against
the future profits of the merged entity. In this manner merger or
amalgamation will enable the concerned to avail tax benefits.
7. Increase in value:
The main reasons of merger or amalgamation is to increase the value
of the merged entity.. The value of the merged entity is greater than
the sum of the independent values of the merged companies. For
example, if A Ld. and B Ltd. merge and form AB Ltd., the value of AB
Ltd. is expected to be greater than the sum of the independent values
of A Ltd. and B Ltd.
8. Eliminations of Competition:
One of the aims of merger or amalgamation of two or more
companies is to eliminate competition among them. The companies
will be saving on operational expenses thus enabling them to reduce
their prices. The consumers will get goods at cheaper rates as there is
less spending on advertising to beat the competition.
9. Better Financial Planning:
The merged companies will be financially stronger and will be able to
plan their resources in a better way. The collective finances of
merged companies will be huge and its utilization will lead to better
returns. The profits of the company with short gestation period will
be utilized to finance the entity having long gestation period. The
entity which has a longer gestation period starts earning profits then it
will improve financial position as a whole.
10. Economic Necessity:
Rehabilitation of sick units can be done my merging them with
profitable entities. The merging of the sick units with a healthy unit,
results the proper utilization of the resources, improving returns.
4.6 Summary:
Acquisition, Merger, Takeover and Amalgamation are used interchangeably. It all
means consolidation of companies.
The combination of two companies to form one is called Merger. When one
company is taken over by the other it is called Acquisition. They form one of the
major aspects of corporate finance world. It is because two separate companies
together create more value compared to them being on an individual stand. The
objectives of the companies are wealth maximization and seeking different
opportunities through merger or acquisition.
A life cycle analysis of a company provides an interesting case of growth or
development. Business is all about searching for new avenues and harnessing
available business opportunities. Merger and Acquisition Trends are necessary to
study in order to evaluate the market movements of any precise economy. Not
only the markets of specific countries, but also the Worldwide Market gets Corporate Restructuring
inspired by the substantial Mergers and Acquisitions. and Finance
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Business Finance - II So, it can easily identify how influential the Merger and Acquisition Trends are in
the overall development and growth of any economy. In the years 2006 and 2007,
the world has seen several mergers and acquisitions. Most of these merger and
acquisitions essentially led to decrease in number of public enterprises and
enhance in number of private entities. This occurred as many public enterprises all
over the world, were either merged into or acquired by big private organisations.
According to professionals this trend of going private through mergers and
acquisitions will maintain in the future. As the Private Equity Funds are tackling
the target of deploying the raised capital, acquisition of large public organizations
is definitely in the pipeline.
Every company has its unique characteristics. Some are very good at
administration while some other company is good at marketing strategies or in
operations. The benefit of their expertise leads to synergy in their operations. The
new company so formed has a potential much higher and superior to the previous
ones. Merger leads to removing the bottleneck in the path of progress and leads to
the path of success of the organization.
4.7 Questions:
Q. 1. A] SELETE THE CORRECT ALTERNATIVE:
1. Corporate restructuring is done to increase
(a) Long term profitability (c) Long term solvency
(b) Long term business relations (d) None of the above
2. Corporate Restructuring helps to achieve
(a) Economies of scale (c) Global competitiveness
(b) Cost reduction (d) All of the above
3. Different forms of restructuring include
(a) Merger (c) Acquisition
(b) Takeover (d) All of the above
4. Acquisition takes place by
(a) Entering into agreement (c) Subscription to new shares of other
co.
(b) Purchasing share of the company (d) All of the above
5. The object of takeover is
(a) To reduce cost (c) To increase market share
(b) To improve (d) All of above
6. Takeover may be
(a) Hostile (c) Friendly
(b) Bailout (d) All of the above
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Q. 1. B] TRUE OR FALSE:
1. Merger is a form of restructuring.
2. The object of takeover is to reduce cost
3. The object of takeover is to achieve economy of operations
[ANSWERS: (1) – TRUE (2) – TRUE (3) – TRUE ]
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