Company (definition) 1) An association of persons formed for the purpose of carrying on some legitimate business and which is registered
under the Companies Act, 1956 or any earlier Companies Act. 2) Types of Companies: The following are the various kinds of Companies: a. Private Company b. Public Company c. Government Company d. Holding and Subsidiary Companies e. Section 25 Company f. Foreign Company Private Company A company which, by its articles – a) Restricts the rights to transfer its shares, if any; b) Limits the number of its members to fifty; c) Prohibits any invitation to the public to subscribe for any shares in, or debentures of the company. d) A Private Company should have a minimum paid-up capital of Rs. 1 lakh. Other Features of Private Company: It should have minimum of 2 members and maximum 50. It should have minimum of 2 Directors and there is no limit on maximum number of directors. It can start business immediately after incorporation. It need not obtain Commencement of Business Certificate.
Public Company A company which is not a private company. It should have a minimum paid-up capital of Rs. 5 Lakhs. Other Features: It should have minimum of 7 members and there is no limit on maximum number of members. It should have minimum of 3 directors and maximum of 12. However, with the prior permission of Central Government the company can increase the number of directors beyond 12. It must obtain Certificate of Commencement of Business within one year from the date of incorporation, without which it can not start its business or make any borrowings.
It must conduct Statutory General Meeting after 1 month from obtaining Commencement of Business certificate but not later than 6 months from obtaining Commencement of Business certificate.
Government Company means any company in which not less than fifty-one per cent of the paid-up share capital is held by the Central Government, or by any State Government or Governments, or partly by the Central Government and partly by one or more State Governments and includes a company which is a subsidiary of a Government company as thus defined. Other Features: The auditor of the Company is appointed by Comptroller and Auditor General of India. The auditor should submit a copy of his report to Comptroller and Auditor General of India, who shall have right to comment there upon. The comment of CAG should be placed before annual general meeting of the company along with the auditor report.
Holding company means a Company which o o controls the composition of Board of directors of another company, or Holds more than 50% of the share capital of another company.
The company in which the holding company has the control or holdings is called Subsidiary company. A subsidiary of a company which is already a subsidiary of another company is also treated as subsidiary of the Holding company.
Section 25 Company (Non-profit Company) is a company which – is formed for promoting commerce, art, science, religion, charity or any other useful object, intends to apply its profits, if any, or other income in promoting its objects, and to prohibit the payment of any dividend to its members.
Such companies must take License from the Central Government.
Foreign Company: A company, which is incorporated outside India
having place of business in India is called as Foreign company.
Illegal Association Under the Companies Act, 1956, not more than 10 persons can come together for carrying on any banking business and not more than 20 persons can come together for carrying on any other business unless the association is registered under the Companies Act or any other Indian law. Any association which does not comply with the above norms is an illegal association. Therefore, a partnership of more 10 or 20 members, as the case may be, is an illegal association unless it is registered under the Companies Act or any other Indian law.
Incorporation and Certificate of Incorporation The process of registering a company with the “Registrar of Companies” (ROC) is called ‘Incorporation’ The certificate of registration given under the hand of ROC is termed as ‘Certificate of Incorporation’. Certificate of Incorporation is conclusive evidence that all the requirements of the Companies Act in respect of registration and of matters precedent and incidental thereto have been complied with and that the association is a company duly registered under the Companies Act.
Certificate of Commencement of Business (Trading Certificate) Public companies should obtain certificate of commencement of business to commence business. Private companies are not required to obtain this certificate. The company must obtain this certificate within 1 year from the date of incorporation, Otherwise it will be declared as a defunct company and is liable to be wound up. The registrar will issue this certificate only when the following declarations have been filed: o o Prospectus or statement in lieu of prospectus. Declaration by the company that the directors have taken up and paid for their qualifying shares.
Declaration by the Secretary or Directors that all-legal requirements have been complied with.
Memorandum of Association 1) It is the fundamental document of the company, which declares the company’s features and scope of activities. 2) It defines as well as confines the powers of the company. 3) It contains the following clauses: Name Clause Situation Clause Objects Clause Liability Clause Capital Clause Association or Subscription Clause
Articles of Association The Articles of association of a company are its bye-laws or rules and regulations that govern the management and internal affairs and conduct of its business. They set out the provisions for the manner in which the company is to be administered. In particular, they provide for matters like making of calls, forfeiture of shares, directors’ qualifications, appointment, powers and duties of auditors, procedure for transfer and transmission of shares and debentures etc.
Common Seal A company is an artificial person and does not have a physical presence. It acts through its Board of Directors for carrying out various activities and entering into various agreements. Such contracts must be entered under the seal of the company. The common seal is the official signature of the company. The name of the company must be engraved on the common seal. Any document not bearing the seal of the company may not be accepted as authentic and may not have any legal force.
Promoter/Founder Any individual, syndicate, association, partnership or a company which takes all the necessary steps to create and mould a company and set it going.
gets together the subscribers to the memorandum. The first Chairman of the company is generally named in the Articles. the Board mat decide to elect a new Chairman every year at the Board meetings held immediately after the annual general meetings.
Whole-time Director: A Director who is in whole time employment of the company is called wholetime director or an executive director. He exercises his powers subject to the superintendence. Note: A Public company or a private company which is a subsidiary of a public company must have a managing director or whole-time director. However. brokers and legal advisors. finds the bankers.
Chairman Chairman is a person who has been designated as elected to preside over and conduct the proceedings of a meeting. Additional Director: A director appointed by the Board in between two annual General meetings.
Managing Director: A Director who is entrusted with substantial powers of management of the company.
Manager: An individual who. locates the first directors. control and directions of the Board of Directors. executed and registered. Director: Any person who is duly appointed by the company to control the company’s business and to do all such acts and deeds authorized by its Articles of Association. subject to the superintendence. if its paid up capital is 5 crores or more. has the management of the whole or substantially the whole of affairs of the company. The Articles usually provide that the chairman of the Board of directors shall preside over the general meetings of the company in addition to presiding over Board meetings.
The promoter originates the scheme for the formation of the company. gets memorandum and articles prepared. control and direction of the Board of Directors.
Alternate Director: The Board of directors of a company may appoint an alternate director to act for a director ("the original director") during his absence for a period of not less than three months from the State in which meetings of the Board are ordinarily held. Non-executive Director A director who does not hold any executive position in the company. Classification of directors Directors can be classified into two different categories. to represent their interest. Any person so appointed shall hold office up to the unexpired term of the person vacated.the vacancy should be filled by the Board of directors at the meeting of the Board. death etc. Such alternate director appointed shall not hold office for a period longer than that permissible to the original director in whose place he has been appointed He shall vacate office if and when the original director returns to the State in which meetings of the Board are ordinarily held.
Nominal Director: As per the terms of the Loan agreement. if any director is appointed by the Bank or Financial Institution.
Casual Director: If the office of any director appointed by the company in general meeting is vacated before his term of office due to resignation. Independent Director:
Such additional directors shall hold office only up to the date of the next annual general meeting of the company. They are (I) (II) Executive. then he is termed as a Nominal director. Non-executive and Independent Directors Inside and Outside Directors
Executive Director A director holding any executive position in the company is called as an executive director.
its senior management or its holding company.1) A non-executive director of the company who: apart from receiving director’s remuneration. skills. owning two percent or more of the block of voting shares. Inside Director Any member of a company's board of directors who is either an employee or stakeholder in the company
Outside Director Any member of a company's board of directors who is not an employee or stakeholder in the company. its promoters. is not related to promoters or persons occupying management positions at the board level or at one level below the board. is not a partner or an executive or was not partner or an executive during the preceding three years. service provider or customer or a lessor or lessee of the company.
. which may affect independence of the director. Shareholder Any person who holds the shares of the company is called shareholder. and • the legal firm(s) and consulting firm(s) that have a material association with the company. and is not a substantial shareholder of the company i.
2) Independent directors are invited to join the board for their specialization and expertise so that they help in achieving a balance of knowledge. has not been an executive of the company in the immediately preceding three financial years. its subsidiaries and associates which may affect independence of the director.e. attitudes and other directorial resources. its directors. of any of the following: • the statutory audit firm or the internal audit firm that is associated with the company. is not a material supplier. does not have any material pecuniary relationships or transactions with the company.
shareholders etc. For this purpose. They would. He is not an employee of the company. Internal Auditor An internal auditor is typically an accountant who works within an organization He has a much wider focus than an external auditor. Such person appointed by the members is called Statutory Auditor and he must be a member of the Institute of Chartered Accountants of India. Sole selling agent is appointed by entering into contract where the agent alone has a right to sell the goods. like to see that their investments are safe. Its assets are to be realized and distributed among the debenture holders. An internal auditor helps to identify risks and recommends ways to eliminate or mitigate those risks. therefore.
Sole Selling Agent An agent who is appointed with the sole or exclusive right to sell the goods. the members in their AGM appoint a duly qualified and independent person to check the accounts of the company. The internal auditor is involved with Evaluating Emerging Technologies Analyzing Opportunities Such diversity gives internal auditors a broad perspective on the organization External Auditor or Statutory Auditor A company carries on business with capital provided by persons who are not in control of the use of the money supplied by them.. are being used for intended purpose and the annual accounts of the company present a true and fair view of the state of affairs of the company.
. creditors.Member A shareholder whose name is entered in the register of members of the company is called member.
Liquidator The commencement of the winding up of the company does not put an end to the existence of the company.
signifying a long term interest (setting up a Joint Venture (JV) or a Wholly Owned Subsidiary (WOS)) in the overseas entity and thus does not include portfolio investment. or owns 10 % or greater of the voting shares. When you invest in a mutual fund. you are buying shares (or portions) of the mutual fund and become a shareholder of the fund. the aforementioned immediate family and confidants. directors. The biggest advantage to mutual funds is diversification.
Joint venture It is an entity formed between two or more parties to undertake economic activity together. The terms "affiliated person" and "control person" or interchangeable. There are no separate laws for joint ventures in India.
Affiliated Person Any persons who are officers.
Foreign Direct Investment FDI is defined as a long-term investment by a foreign direct investor in an enterprise resident in an economy other than that in which the foreign direct investor is based. The mutual fund will have a fund manager who is responsible for investing the pooled money into specific securities (usually stocks or bonds). and in most cases.
For this purpose. investors can purchase stocks or bonds with much lower trading costs than if they tried to do it on their own. By pooling money together in a mutual fund. the court appoints one agent called Liquidator. Mutual fund It is simply a financial intermediary that allows a group of investors to pool their money together with a predetermined investment objective.
. Overseas Direct Investment (ODI) Direct investment outside India means investment by way of contribution to the capital or subscription to the Memorandum of Association of a foreign entity. These people are in a position to exercise control on the performance and conduct of a corporation.
Portfolio Investment Scheme (PIS) It is a scheme of Reserve Bank of India defined in schedule 3 of Foreign Exchange Management Act 2000. if a foreign partner or an NRI or is involved.
All the joint ventures in India require governmental approvals.
. expenses. As per the scheme. Under this scheme. and control of the enterprise. they share in the revenues. The venture can be for one specific project only. NRIs/OCBs are permitted to acquire shares/debentures of Indian companies or units of domestic Mutual Funds through the stock exchange/s in India. the NRIs can purchase and sell shares and convertible debentures of Indian Companies on a recognized stock exchange by routing such purchase/sale transactions through their account with Bank Branch.
Gross Profit and Net Profit Gross profit definition: Calculated as sales minus all costs directly related to those sales. have been deducted from the total revenue. taxation. net profit is calculated by subtracting a company's total expenses from total revenue. labor. raw materials. employee salaries. it is the profit shown on a transaction if one disregards the indirect costs. The indirect costs are considered when calculating net income. the direct costs are the costs of the materials and other consumables used to make the product. For this reason. marketing and other expenses. OR Gross profit or sales profit or gross operating profit is the difference between revenue and the cost of making a product or providing a service. It is the revenue that remains once one deducts the costs that arise only from the generation of that revenue. the cost of electricity to operate a machine is often a direct cost while the cost of lighting the machine room is an overhead. OR A company's total sales revenue minus its cost of goods sold. and interest payments. manufacturing costs. service industries that sell their services by time units often treat the fee-earners' time cost as a direct cost. For a retailer. selling.
Net profit definition: Often referred to as the bottom line. before deducting overheads. Payroll costs may also be direct if the workforce is paid a unit cost per manufactured item. payroll. These costs can include manufacturing expenses. gross profit is the shop takings less the cost of the goods sold. Gross profit is an important guide to profitability but many small businesses fail because they overlook the regular demand to meet the fixed costs of the business. For a manufacturer. also called net income or net earnings. another important guide to profitability. For example. thus showing what the company has earned (or lost) in a given period of time (usually one year). and advertising costs.
. In general. including overhead. OR Amount of money earned after all expenses.
Other versions of ROI exist. although that may also invite competition. High ratios are favorable in that they indicate the business is earning a good return on the sale of its merchandise. The ratio reveals the firm's profitability on its business operations and thus serves to measure management's effectiveness. Return on investment is a commonly used measure to evaluate divisional performance. also called rate earned on total assets. such as net income before interest and taxes divided by average total assets. It equals Net Income divided by average total assets.Price Earning Ratio A valuation ratio of a company's current share price compared to its per-share earnings. Calculated as: Market value per share -----------------------Earnings per share (EPS)
Gross Profit Ratio Gross profit divided by net sales.
Return on Investment: Net Income before interest and tax ---------------------------------Average Total Assets
. Gross profit ratio: Gross profit -------------Net Sales Return on Investments Measure of the earning power of assets.
When used to calculate a company's "financial leverage" the debt usually includes only the Long Term Debt (LTD). EBIT= Net Income + Interest Expense + Taxes. The EBIT number should then be divided by the company's total net assets (total assets less depreciation and any allowances for bad debts) to reveal the earnings that company has generated for each dollar of assets on its books. Debt to Equity Ratio A measure of a company's financial leverage.Return on Total assets A ratio that measures a company's earnings before interest and taxes (EBIT) against its total net assets. the more effectively that company is said to be using its assets.000 and shareholder's equity of $12. If it is smaller than 1. Debt to Equity Ratio: Long term debt ---------------Equity For example. due to the additional interest that has to be paid out for the debt. the majority of assets are financed through debt.
The greater a company's earnings in proportion to its assets (and the greater the coefficient from this calculation). To calculate ROTA. if a company has long-term debt of $3. It is important to realize that if the ratio is greater than 1. and then add back interest and/or taxes that were paid during the year. you must obtain the net income figure from a company's income statement.25. Return on total assets: EBIT ---------------Total Net Assets Here.
. especially in times of rising interest rates. Typically the data from the prior fiscal year is used in the calculation. The resulting number will reveal the company's EBIT. Investing in a company with a higher debt/equity ratio may be riskier. Debt/equity ratio is equal to long-term debt divided by common shareholders' equity.000. then the debt/equity ratio would be 3000 divided by 12000 = 0. The ratio is considered an indicator of how effectively a company is using its assets to generate earnings before contractual obligations must be paid. assets are primarily financed through equity.
Other Ratios Liquidity Ratio:
Current Ratio: Current Assets --------------------Current Liabilities
Current Assets-(Inventory + Prepaid Expenses) --------------------------------------------Current Liabilities
Cash Ratio: Cash + Marketable Securities -------------------------------Current Liabilities
. Any ratio used to calculate the financial leverage of a company to get an idea of the company's methods of financing or to measure its ability to meet financial obligations. but the main factors looked at include debt. There are several different ratios. Fixed and variable costs are the two types of operating costs. For example. if a company has $10M in debt and $20M in equity. it has a debt-to-equity ratio of 0.Leverage Ratio 1. assets and interest expenses.5 ($10M/$20M). the mix will differ. giving an idea of how changes in output will affect operating income. 2. EXAMPLE The most well known financial leverage ratio is the debt-to-equity ratio. equity. A ratio used to measure a company's mix of operating costs. depending on the company and the industry.
of Days in the year (365 days) --------------------------------Debtors Turnover Ratio
Inventory Turnover Ratio:
Cost of goods sold ------------------Average Inventory
Note: In case. Calculated as:
. cost of goods sold is not available then sales will be taken in the place of cost of goods sold. Inventory Period: 365 days ---------Inventory Turnover Creditors Turnover Ratio: Credit Purchases ----------------------Average Creditors Payments Period:
365 days ------------------------Creditors Turnover Ratio
Earnings Per Share – EPS The portion of a company's profit allocated to each outstanding share of common stock. EPS serves as an indicator of a company's profitability.Asset Turnover Ratios: Debtors Turnover Ratio: Credit Sales ------------------Average Debtors
Average collection period:
But only diluted earnings per share assumes the exercise of stock options and warrants. which shares bought or sold on a stock exchange under normal terms will be sold without the dividend (so that the seller will get the dividend). it is more accurate to use a weighted-average number of shares outstanding over the reporting term. both of which are computed by dividing net income by the weighted average number of outstanding shares. and the conversion of convertible bonds and preferred shares. The computation and presentation of diluted earnings per share is determined by Statement of Financial Accounting Standards 128.
. and after. It is the amount of the dividend that shareholders have (or will) receive. convertible bonds) may have on earnings per share.
Dividend per share Dividend per share (DPS) is a simple and intuitive number. Diluted earnings per share is distinguished from basic earnings per share. More important from an investor's point of view is the ex-dividend date on. the additional equity dilutes (ie. Because diluted earnings per share entails spreading net income over more outstanding shares. Diluted earnings per share is thus the more conservative measure of earnings per share.
DPS = total dividends paid ÷number of shares in issue Dividends are paid to holders of shares on the "record date" which will be announced beforehand by the company. over an year. Diluted earnings per share ranks among accounting's most thorny issues.Net Income-Dividends on Preference Shares -------------------------------------------Average Outstanding Equity Shares In the EPS calculation. because the number of shares outstanding can change over time. for each share they own. data sources sometimes simplify the calculation by using the number of shares outstanding at the end of the period. reduces) earnings on a per-share basis. in computing outstanding shares. and the computation of diluted earnings per share can be extremely complex. Diluted EPS expands on the basic EPS by including the shares of convertibles or warrants outstanding in the outstanding shares number.
Diluted Earnings Per Share Diluted earnings per share is earnings per share that fully reflects the impact the firm's dilutive securities (eg. However.
OR Debt capital is the capital that a business raises by taking out a loan. As a result of this. These should not be included in the DPS or when calculating dividend yield. but are merely creditors. increases in the dividend are taken to be a sign that the management is confident that the new level can be maintained or improved on. Debt capital ranks higher than equity capital for the repayment of annual returns. These should all be added together to get the total annual amount in order to calculate DPS. Debt capital differs from equity or share capital because subscribers to debt capital do not become part owners of the business. but should be looked at separately. This means that legally. Special dividends may also be declared. dividend yield and other ratios. as is otherwise the case. Debt capital Capital raised through the issuance of bonds. which is normally repaid at some future date. A company that is highly geared has a high debt capital to equity capital ratio. and this is known as the coupon rate.
Equity Capital Equity capital is the amount of capital made available by the company's owner(s) to finance its assets at the end of the accounting year. the interest on debt capital must be repaid in full before any dividends are paid to any suppliers of equity. OR Capital raised from owners. Most companies avoid dividend cuts unless their financial condition demands it or there has been some other change in the business or its capital structure. They main significance of a dividend being declared a special dividend is that this is a signal to investors that it is not part of a company's normal dividend policy and therefore does not indicate that future similar dividends will be paid annually. It is a loan made to a company that. and the suppliers of debt capital usually receive a contractually fixed annual percentage return on their loan.Companies may pay interim dividends during the year as well as a final dividend.
OR The monetary amount by which an asset is valued in business records. it is the estimated highest price a buyer would be warranted in paying and a seller justified in accepting. In the case of both puts and calls.Book Value The value of an asset as it appears on a balance sheet.
. a figure not necessarily identical to the amount the asset could bring on the open market. Value investors use a variety of analytical techniques in order to estimate the intrinsic value of securities in hopes of finding investments where the true value of the investment exceeds its current market value. if the respective difference value is negative. This value may or may not be the same as the current market value. In the absence of a market price. 2. provided both parties were fully informed and acted intelligently and voluntarily. services. For put options. OR In general: market price-the price at which buyers and sellers trade similar items in an open marketplace.
Market Value The amount that a seller may expect to obtain for merchandise. the instrinsic value is given as zero. For call options. equal to cost minus accumulated depreciation. it is the difference between the strike price and the underlying stock's price. this is the difference between the underlying stock's price and the strike price. OR The current quoted price at which investors buy or sell a share of common stock or a bond at a given time. The actual value of a company or an asset based on an underlying perception of its true value including all aspects of the business. or securities in the open market. Intrinsic Value 1. in terms of both tangible and intangible factors.
and small cap (usually less than $1 billion). requiring. OR Market capitalization represents the aggregate value of a company or stock. The idea behind stock options is to align incentives between the employees and shareholders of a company. in theory. the holder of an option would lose the opportunity for a bonus.000. employees typically must wait a specified vesting period before being allowed to exercise the option. giving each remaining shareholder a larger percentage ownership of the company. that there is a big difference between an option and the ownership of the underlying stock. however. Generally. if XYZ company has 15. It is obtained by multiplying the number of shares outstanding by their current price per share.000. For example.000.000 shares outstanding and a share price of $20 per share then the market capitalization is 15. midcap (usually $1 billion to $5 billion). but not the obligation. market recognizes three market cap divisions: large cap (usually $5 billion and above). and there is no put component. or accounting. Furthermore. Buy Back of Shares A corporation's repurchase of stock or bonds it has issued. Employee Stock Options A stock option granted to specified employees of a company. but wouldn't
.000. ESOs carry the right. to buy a certain amount of shares in the company at a predetermined price. increasing internal control of the company. XYZ would be considered a small cap company.Market Capitalization Value of a corporation as determined by the market price of its issued and outstanding common stock. In our example above. they aren't obliged to actually undertake the buyback. It is calculated by multiplying the number of outstanding shares by the current market price of a share. so rewarding employees when the stock goes up ensures. Shareholders want to see the stock appreciate.000 x $20 = $300. When a company's shareholders vote to authorize a buyback. for example. If the stock goes down. and obtaining stock for employee stock option plans or pension plans. In the case of stocks. that everyone is striving for the same goals. the U. also called market cap. value for an indication of how investors value a company's future prospects. Institutional investors often use market capitalization as one investment criterion. An employee stock option is slightly different from a regular exchange-traded option because it is not generally traded on an exchange. that a company have a market capitalization of $100 million or more to qualify as an investment. raising earnings per share. also called corporate repurchase. This is usually considered a sign that the company's management is optimistic about the future and believes that the current share price is undervalued. Reasons for buybacks include putting unused cash to use. this reduces the number of shares outstanding. although the cutoffs between the categories are not precise or fixed. Critics point out. Analysts look at market capitalization in relation to book.S.
60 (Rs. It is a time deposit that restricts holders from withdrawing funds on demand.10 in dividends plus Rs. usually for a given period of time at a fixed rate of interest. and widely throughout economics.60 earned over five years represents Rs. 2 annual dividend and was sold after five years for Rs.50 in gain). in present value (PV) terms. Although it is still possible to withdraw the money.feel the same pain as the owner of the stock. The Rs. A CD bears a maturity date. this action will often incur a penalty. Used for capital budgeting. CDs are generally issued by commercial banks and are insured by the FDIC. A drawback is that it does not consider the timing of earnings. it measures the excess or shortfall of cash flows.12 per year. Total net earnings are divided by the number of years the investment was held. Internal Rate of Return The Internal Rate of Return (IRR) is defined as the discount rate that gives a net present value (NPV) of zero. once financing charges are met. By definition. then by the investment's initial Acquisition Cost to derive the annual income rate. The NPV is calculated from an annualized cash flow by discounting all future amounts to the present. The total return is Rs.
Certificate of Deposit A certificate from a bank stating that the named party has a specified sum on deposit. A savings certificate entitling the bearer to receive interest. The length of time required to recover the cost of an investment. 100. Example: An investment's initial cost was Rs. which is a 12% average rate of return. The term of a CD generally ranges from one month to five years. Net Present Value Net present value (NPV) is a standard method for the financial appraisal of long-term projects. a specified fixed interest rate and can be issued in any denomination. It paid a Rs.150. A certificate of deposit is a promissory note issued by a bank. This is especially true with employee stock options because they are often granted without any cash outlay from the employee. Cost of the project/Annual cash flows Average Rate of Return A measure of an investment's profitability.
Examples include: (a) investments in long-term assets such as property. Internal Rate of Return and the Net Present Value method
. C0 .NPV = Present value of net cash flows.the net cash flow (the amount of cash) at time t. Accounting Rate of Return. For its expression. and (b) resource commitments in the form of new product development. introduction of a computer.the discount rate Ct . Also known as "investment appraisal". see the formula section below. market research.the total time of the project r .the time of the cash flow n .the capital outlay at the beginning of the investment time ( t = 0 )
Capital Budgeting The process of determining whether or not projects such as building a new plant or investing in a long-term venture are worthwhile. managers need tools at their disposal that will guide them in comparing the benefits and costs of various investment alternatives. and equipment. They include payback. Formula
Each cash inflow/outflow is discounted back to its PV. To make wise investment decisions. capital budgeting decisions are a key factor in the long-term profitability of a firm. There are typically two types of investment decisions: (1) Selecting new facilities or expanding existing facilities. As such. Process of making long-term planning decisions for capital investments. Then they are summed. etc. Many techniques used for evaluating investment proposals are widely available. refunding of long-term debt. plant. Therefore
t . Examples include replacing a manual bookkeeping system with a computerized system and replacing an inefficient lathe with one that is numerically controlled. (2) Replacing existing facilities with new facilities.
the asset does not have negligible costs of storage. Commercial
. and negotiable notes sold by one company to another in order to satisfy immediate cash needs. an arbitrage deal usually involves money market instruments issued in one money center and invested in another at a higher rate. Securities traders engage in risk arbitrage when their profit from a transaction is dependent on completion of a corporate merger. In the cash market. for example. that calls for the payment of money at a specified date.
Conditions for arbitrage Arbitrage is possible when one of three conditions is met: 1. Commercial paper. Alternately. type of short-term negotiable instrument. Because it is not backed by collateral. There are several forms of arbitrage transactions.ARBITRAGE The purchase of securities on one market for immediate resale on another market in order to profit from a price discrepancy. buying three-month delivery contracts and selling six-month contracts in a particular currency. currency. commercial paper is usually issued by major firms whose credit-rating is so good that their notes are immediately accepted for trading. The notes are sold at a discount and mature in from three to six months. unsecured. a bank issues a three-month $100. An asset with a known price in the future does not today trade at its future price discounted at the risk-free interest rate (or. 2. For example. 3. In the futures market. discounted. or recapitalization.50%. takeover. an arbitrageur borrows in one market and lends in another. The same asset does not trade at the same price on all markets ("the law of one price"). as such. Two assets with identical cash flows do not trade at the same price. Profit making by buying a security. or commodity at a low price in one market and simultaneously selling in another market at a higher price.000 certificate of deposit in the United States at 10% and buys a three-month Eurodollar CD bearing the same face value at 10. this condition holds for grain but not for securities). usually an unsecured promissory note. arbitrage is sometimes called maturity arbitrage. The effect is to diminish price differences between markets.
Commercial Paper Short-term. for example.
bills of lading.
Appreciation • • • • • An increase in the value of an asset over time. orders for delivery of goods. which can occur for reasons such as improved financial performance of the company. Depreciation is used in accounting to try to match the expense of an asset to the income that the asset helps the company earn.000 (assuming straight line depreciation). Every accounting year. as distinguished from paper used in investment. it includes only those instruments that are used in commerce in place of money. personal. it increases free cash flow while decreasing reported earnings. bond. speculative. the company would expense $100. an expense recorded to allocate a tangible asset's cost over its useful life.
ACCOUNTING-1 Depreciation • • • In accounting. if a company bought a piece of equipment for $1 million and expected it to have a useful life of 10 years. A decrease in the value of a particular currency relative to other currencies. the term capital appreciation refers to an increase in the value of financial assets such as stocks. In addition to promissory notes. commercial paper may include drafts. This term can be used to refer to an increase in any type of asset such as a stock. The increase can occur for a number of reasons including increased demand or weakening supply. For example. For example. currency or real estate. estate. it would be depreciated over the 10 years. Strictly speaking. acceptances. This is the opposite of depreciation. Since it is a non-cash expense. and public transactions. or as a result of changes in inflation or interest rates. it supplements bank loans and is usually payable at a lower rate of interest than the prime discount rate. warehouse receipts. bills of exchange and checks. and express orders. and this would be matched with the money that the equipment helps to make each year. which is a decrease over time.paper is an important source of cash for the issuing firm.
the other two being the balance sheet and the statement of cash flows.
Income and expenditure statement • • A financial statement that measures a company's financial performance over a specific accounting period. Firms will typically incur periodic expenses such as wages. Unlike depreciation and amortization. depletion is the actual physical reduction of natural resources by companies. These expenses are typically periodic and documented on a company's balance sheet due to the high probability that they will be collected.•
The term is also used in accounting when referring to an upward adjustment of the value of an asset held on a company's accounting books. interest and taxes. but not yet paid for. coal mines. during a given accounting period.
. typically over a fiscal quarter or year.due to both operating and nonoperating activities. they are indicated on the firm's balance sheet from when the firm can reasonably expect their payment. It also shows the net profit or loss incurred over a specific accounting period. oil fields and other natural resources are depleted on company accounting statements. Accrued expenses are the opposite of prepaid expenses. An accounting expense recognized in the books before it is paid for. which mainly describe the deduction of expenses due to the aging of equipment and property. Financial performance is assessed by giving a summary of how the business incurred its revenues and expenses . The income statement is the one of the three major financial statements.
Accrued Expenses • • • • • • An expense that is incurred. until the time they are paid. For example. Even though they are to be paid at some future date.
Depletion • • An accounting term describing the amortization of assets that can be physically reduced. This reduction in the quantity of resources is meant to assist in accurately identifying the value of the asset on the balance sheet. ans is usually current. It is a liability.
because this section discloses information about revenues and expenses that are a direct result of the regular business operations. GAAP are imposed on companies so that investors have a minimum level of consistency in the financial statements they use when analyzing companies for investment purposes. GAAP are a combination of authoritative standards (set by policy boards) and simply the commonly accepted ways of recording and reporting accounting information. Companies are expected to follow GAAP rules when reporting their financial data via financial statements. While amortization and depreciation are often used interchangeably.• •
The income statement is divided into two parts: the operating and nonoperating sections. The deduction of capital expenses over a specific period of time (usually over the asset's life). technically this is an incorrect practice because amortization refers to intangible assets and depreciation refers to tangible assets. More specifically. GAAP cover such things as revenue recognition. balance sheet item classification and outstanding share measurements. if a business creates sports equipment. standards and procedures that companies use to compile their financial statements. this method measures the consumption of the value of intangible assets.
. then the operating items section would talk about the revenues and expenses involved with the production of sports equipment.
GAAP • • The common set of accounting principles. such as a patent or a copyright.
Operating Income • The amount of profit realized from a business's own operations. For example.
Amortization • • • • The paying off of debt in regular installments over a period of time. The portion of the income statement that deals with operating items is interesting to investors and analysts alike. but excluding operating expenses (such as cost of goods sold) and depreciation from gross income.
For example. international accounting standards (IAS) were issued by the Board of the International Accounting Standards Committee (IASC). some businesses attempt to increase the bottom line purely by cutting expenses. nonrecurring items such as cash paid for a lawsuit settlement are often not included.
Operating Expenditure • • A category of expenditure that a business incurs as a result of performing its normal business operations.
Non performing Asset • • Any asset that is not effectively producing income. In the past. the payment of employees' wages and funds allocated toward research and development are operating expenses. NOI is often viewed as a good measure of company performance. An older set of standards stating how particular types of transactions and other events should be reflected in financial statements. For example. which describes a company's operating efficiency. In the absence of raising prices or finding new markets or product channels in order to raise profits. Some believe this figure is less susceptible than other figures to manipulation by management. One of the typical responsibilities that management must contend with is determining how low operating expenses can be reduced without significantly affecting the firm's ability to compete with its competitors.
Non operating Income • • Operating income is required to calculate operating margin. taxes or interest expenses. Operating income would not include items such as investments in other firms.
Accounting standards • • • Principle that governs current accounting practice and that is used as a reference to determine the appropriate treatment of complex transactions.•
Also referred to as "operating profit" or "recurring profit".
. In addition. an overdue loan would be considered non-performing
Sunk costs • Sunk costs are unrecoverable past expenditures.
An accounting term used when a company has to enter a line item on their balance sheet due to a revaluation performed on an asset.
Capital Redemption Reserve • where shares of a company are redeemed or purchased wholly out of the company’s profits."
Annual Report • • An annual publication that public corporations must provide to shareholders to describe their operations and financial conditions. excluding any unforeseen circumstances. Once recorded on the reporting entity's balance sheet. auditor's report. Also referred to as "stranded cost. income statement. these funds are only to be spent on the capital expenditure projects for which they were initially intended. because they cannot be recovered either way. all of which chronicle the company's activities over the past year. A cost that has been incurred and cannot be reversed. donated funds.
. photos and an accompanying narrative.
Capital reserve • Contributions to the capital reserve account can be made from government subsidies. The amount of capital redemption reserve shall be treated as paid up capital of the company. Annual reports include a balance sheet. The front part of the report often contains an impressive combination of graphics. or by a fresh issue the amount by which the company’s issued share capital is diminished on cancellation of the shares shall be transferred to a reserve called the ‘capital redemption reserve’.
Revaluation Reserve • • Used to revalue assets and liabilities to their fair value. The back part of the report contains detailed financial and operational information.•
These should not normally be taken into account when determining whether to continue a project or abandon it. and a description of the company's operations. or can be set aside from the firm's or municipality's regular revenue-generating operations. A corporation's annual statement of financial operations.
A debenture is thus like a certificate of loan or a loan bond evidencing the fact that the company is liable to pay a specified amount with interest and although the money raised by the debentures becomes a part of the company's capital structure. A preferred investment for a sinking fund is the purchase of the government's or firm's bonds that are to be paid off. it does not become share capital. contractual provisions. reserves typically are not counted as capital that can be leveraged for financial institution's. The issuer makes periodic payments to a trustee who retires part of the issue by purchasing the bonds in the open market. A revaluation reserves fall under the category of supplementary capital. Both corporations and governments frequently issue this type of bond in order to secure capital. A means of repaying funds that were borrowed through a bond issue.• • •
This line item is used when the revaluation finds the current and probable future value of the asset is higher than the recorded historic cost of the same asset. Sinking Fund • • • • • Sinking Fund is a sum set apart periodically from the income of a government or a business and allowed to accumulate in order ultimately to pay off a debt.
Share Premium It is the difference between the higher price paid for a share of stock and the stocks par value when issued. Because of this revaluation. Usually the fund is administered by a trustee. A type of debt instrument that is not secured by physical asset or collateral. such as a bank's.
Debenture • • • A debenture is an instrument of debt executed by the company acknowledging its obligation to repay the sum at a specified rate and also carrying an interest. It is only one of the methods of raising the loan capital of the company. Debentures are backed only by the general creditworthiness and reputation of the issuer. in that it does not reflect ordinary business results.
• • •
the rate charged goes up and down depending on what base interest rates are at the time. As with any loan. a borrower must have a high credit rating to receive an unsecured loan.
. Most overdrafts are charged at variable interest rates.
Unsecured Loan • • • A loan that is not backed by collateral. T-bonds and T-bills are generally considered risk free because governments. which attracts interest charges for as long as you are overdrawn. An overdraft is a service provided by a bank which allows a customer to continue to write cheques or make other withdrawals from an account even when there is not enough money in the account to cover them. you pay interest on the outstanding balance of an overdraft loan .•
Like other types of bonds. An example of a government debenture would be any governmentissued Treasury bond (T-bond) or Treasury bill (T-bill). debentures are documented in an indenture. your bank will cover checks which would otherwise bounce. to be called ‘Unpaid Dividend Account’ of the company. A loan that is issued and supported only by the borrower's creditworthiness. an overdraft is a form of credit. that is. rather than by some sort of collateral. If you have an overdraft account.
Bank over Draft • • • • An instant extension of credit from a lending institution. Bond buyers generally purchase debentures based on the belief that the bond issuer is unlikely to default on the repayment. Commercial paper is an example of an unsecured loan. Unclaimed Dividend • The amount of Dividend which remains unpaid or unclaimed after thirty days from the date of declaration should be transferred to a special Dividend account. at worst. Generally. can print off more money or raise taxes to pay these type of debts. In effect. Debentures have no collateral. It is not always easy to predict how much an overdraft will cost you.
Sundry Creditors Sundry Creditors refers to companies or individuals to which money is owed for goods and services supplied. also called signature loan.
and operating accounts of a parent Company and its subsidiaries.
General Reserve • • • An account set aside by an individual or business to meet any unexpected costs that may arise in the future as well as the future costs of upkeep. Such events as earthquakes. which are infrequent and unusual in nature. they enable you to gauge the overall health of an entire group of companies as opposed to one company's stand alone position. the lender (the customer) understands that the money can only be withdrawn after the term has ended or by giving a predetermined number of days notice.
Extra Ordinary Items • • • Gains or losses included in a company's financial statements. other natural disasters or the expropriation of assets by a government give rise to unpredictable financial consequences.
. When a term deposit is purchased. The combined financial statements of a parent company and its subsidiaries. less liquid assets may be used. However. In most cases. the fund is simply a savings account or another highly liquid asset.
Fixed Deposit • • • A deposit held at a financial institution that has a fixed term. These events are not expected to recur frequently or regularly and are beyond the control of a company’s management. if the fund is set up to meet the costs of scheduled upgrades.• •
Within seven days from the date of expiry of the thirty days period provided for payment of Dividend. These are generally short-term with maturities ranging anywhere from a month to a few years. liabilities. Because consolidated financial statements present an aggregated look at the financial position of a parent and its subsidiaries. as it is impossible to predict when an unexpected cost may arise.
Consolidated Balance sheet • • • A Financial statement that shows all the assets. Any amount in the Unpaid Dividend Account of the company which remains unclaimed and unpaid for a period of seven years from the date of transfer of such amount to the Unpaid Dividend Account should be transferred to the Investor Education and Protection Fund.
Bills payable • • • • • Trade obligations of person. AP refers to short-term debt payments to suppliers and banks Payables are not limited to corporations. people are also subject to bill payment for goods or services provided to them by creditors. Term deposits are an extremely safe investment and are therefore very appealing to conservative. For example. The accounts payable entry is found on a balance sheet under the heading current liabilities. At the household level. Accrued Income Accrued income means income earned but the date of receipt not yet come. the phone company. For example.• •
Deposit a lump sum of money for a fixed period. Accounts payable are debts that must be paid off within a given period of time in order to avoid default. Each one of these creditors provide a service first and then bills the customer after the fact.
Accounting Concept Basic assumptions or conditions upon which the science of Accounting is based. low-risk investors. An accounting entry that represents an entity's obligation to pay off a shortterm debt to its creditors. The payable is essentially a short-term IOU from a customer to the creditor. such as a trade acceptance or Banker's Acceptance payable at maturity. By having the money tied up you'll generally get a higher rate with a term deposit compared with a demand deposit. at the corporate level. the gas company and the cable company are types of creditors.
rights issue. They can trade through the computerized trading screens available with the stock exchange trading members or the internet based trading facility provided by the trading members of concerned stock exchanges. electronic market. bonus issue or private placement. The NSE conducts transactions in the wholesale debt.
. The Bombay Stock Exchange (BSE) is a national wide stock exchange.Stock Exchange • • • • The marketplace for trading Shares. government bonds and other fixed-interest securities that are listed in concerned stock exchanges.
BSE • • • NSE • The National Stock Exchange (NSE) is India's largest financial market. More than 6. the NSE has developed into a sophisticated. The BSE SENSEX (also known as the BSE 30) is a value-weighted index composed of top thirty scrips. It is when an unlisted company makes either a fresh issue of securities or an offer for sale of its existing securities or both for the first time to the public. a regulatory authority supervises the activities of all the stock exchanges in India. Established in 1992. which ranks third in the world for transacted volume. This paves way for listing and trading of the issuer’s securities. the National Stock Exchange is a leader in market technology. Based in Mumbai. with the base April 1979 = 100. An Initial Public Offer (IPO) is selling of securities to the public in the primary market.
Initial Public Offer • • • • Corporates may raise capital in the primary market by way of an initial public offer. and have a significant trading volume. equity and derivative markets.000 Indian companies are listed with this stock exchange. Debentures. The trading platform provided by stock exchanges is an electronic one and there is no need for buyers and sellers to meet at a physical location to trade. Securities and Exchange Board of India (SEBI). India.
adviser or rendering corporate advisory service in relation to such issue management. In case the issuer chooses to issue securities through the book building route then as per SEBI guidelines. It is a mechanism where. 100% of the net offer to the public through the book building route.
Demand Demand for the securities Demand for the securities offered can be offered is known only after the known everyday as the book is built. bids are collected from investors at various prices.• •
The sale of securities can be either through book building or through normal public issue. during the period for which the book for the IPO is open. 2. subscription wherein refund is given after allocation. It is a process used for marketing a public offer of equity shares of a company. consultant.
Difference between shares offered through book building and offer of shares through normal public issue: Features Fixed Price process Pricing Book Building process
Price at which the securities are Price at which securities will be offered / offered / allotted is known in allotted is not known in advance to the advance to the investor. 75% of the net offer to the public through the book building process and 25% through the fixed price portion. an issuer company can issue securities in the following manner: 1. which helps in determining what type of security to issue (common or preferred). Book Building • • The process by which an underwriter attempts to determine at what price to offer an IPO based on demand from institutional investors. investor. closure of the issue Payment Payment if made at the time of Payment only after allocation. Only an indicative price range is known. IPO is also referred to as a "public offering". buying or subscribing to securities as manager. the issuer obtains the assistance of Merchant Banker and underwriters.
Merchant Banker means any person who is registered with SEBI as such and who is engaged in the business of issue management either by making arrangements regarding selling. • In an IPO. Book Building is basically a capital issuance process used in Initial Public Offer (IPO) which aids price and demand discovery. best offering price and time to bring it to market. which are above or
The Process: The Issuer who is planning an IPO nominates a lead merchant banker as a 'book runner'. A Book should remain open for a minimum of 3 days. the issue size gets frozen based on the price per share discovered through the book building process. Allocation of securities is made to the successful bidders. The Minimum price at which we can quote is called “Floor Price”.
The Issuer also appoints syndicate members with whom orders can be placed by the investors.
Reverse Book Building (Delisting of shares) • The Reverse Book Building is a mechanism provided for capturing the sell orders on online basis from the share holders through respective Book Running Lead Managers (BRLMs) which can be used by companies intending to delist its shares through buy back process. The Issuer specifies the number of securities to be issued and the price band for orders. On the close of the book building period the 'book runner evaluates the bids on the basis of the evaluation criteria which may include Price Aggression Investor quality Earliness of bids. Investors place their order with a syndicate member who inputs the orders into the 'electronic book'. The spread between the floor and the cap of the price band shall not be more than 20%. • The offer/issue price is then determined after the bid closing date based on certain evaluation criteria.equal to the floor price.
The Maximum price at which we can quote is called “Cap Price” or “Cut-Off Price”. The process aims at tapping both wholesale and retail investors. The book runner and the company conclude the final price at which it is willing to issue the stock and allocation of securities.
. This process is called 'bidding' and is similar to open auction. the numbers of shares are fixed. Bids can be revised by the bidder before the issue closes. etc.
The offer shall be open for 'n' number of days.
The BRLM shall intimate the final acceptance price and provide the valid accepted order file to the National Securities Clearing Corporation Limited (A wholly owned subsidiary of NSE carrying out clearing and responsible for settlement operations. duly approved by the Exchange. collates the bids from various investors. offers are collected from the share holders at various prices. that is. Green Shoe Option • • • Green Shoe option means an option of allocating shares in excess of the shares included in the public issue.
. The buy back price is determined after the offer closing date
Business process for delisting through book building is as follows: The acquirer shall appoint designated Book Running Lead Manager (BRLM) for accepting offers from the share holders. such as if the issuer wants to fund a specific project with a fixed amount of cost and does not want more capital than it originally sought. It is a mechanism where. A greenshoe option can provide additional price stability to a security issue because the underwriter has the ability to increase supply and smooth out price fluctuations if demand surges. which are above or equal to the floor price. some issuers prefer not to include greenshoe options in their underwriting agreements under certain circumstances. Orders for the offer shall be placed by the share holders only through the designated trading members. if demand conditions warrant such action.•
In the Reverse Book Building scenario. The Reverse Book Building is basically a process used for efficient price discovery.) Book Runner The book runner builds an order book. the Acquirer/Company offers to buy back shares from the share holders. Its main purpose is to stabilize post listing price of the newly issued shares. which shows the demand for the shares of the company at various prices. However. The designated trading members shall ensure that the security / share holders deposit the securities offered with the trading members prior to placement of an order. during the period for which the Reverse Book Building is open. Greenshoe options typically allow underwriters to sell up to 15% more shares than the original number set by the issuer.
consistent dividend record. One can identify the booms and busts of the Indian stock market through SENSEX. The green shoe option is available only in case of IPO and not for subsequent issues. It is maintained by India Index Services & Products Ltd. which is a joint venture between NSE and CRISIL. and reputation as a reliable investment.
SENSEX • • • It is an Index which reflects the price movement of shares of top 30 companies listed in Bombay Stock Exchange.
Blue Chip Companies • These are also termed as gilt-edged companies. stable earnings. the level of index at any point of time reflects the Free-float market value of 30 component stocks relative to a base period. 50 stock index. is a scientifically developed. (IISL). The index has been co-branded by Standard & Poor’s (S&P). reflecting accurately the market movement of the Indian markets. The base period of SENSEX is 1978-79 and the base value is 100 index points. The market capitalization of a company is determined by multiplying the price of its stock by the number of shares issued by the company. Blue chip stock is a stock that sells at a high price because of public confidence in its long record of steady earnings. Nifty is the barometer of the Indian markets. a company with a large market capitalization.
• NIFTY •
S&P CNX Nifty (Nifty). It is expected to arrest the speculative forces. SENSEX is calculated using the "Free-float Market Capitalization" methodology. This is often indicated by the notation 1978-79=100.• • • •
The term is derived from the fact that the Green Shoe Company was the first to issue this type of option.
. It comprises of some of the largest and most liquid stocks traded on the NSE. It is being introduced in the Indian Capital Market in the initial public offerings using book building method. As per this methodology. This market capitalization is further multiplied by the free-float factor to determine the free-float market capitalization. It is an Index which reflects the price movement of shares of top 50 companies listed in National Stock Exchange.
Primary Market • • The primary market provides the channel for sale of new securities Primary market provides opportunity to issuers of securities; Government as well as corporates, to raise resources to meet their requirements of investment and/or discharge some obligation. They may issue the securities at face value, or at a discount/premium and these securities may take a variety of forms such as equity, debt etc. They may issue the securities in domestic market and/or international market. The proceeds of the sale go to issuer.
Secondary Market • Secondary market refers to a market where securities are traded after being initially offered to the public in the primary market and/or listed on the Stock Exchange. Majority of the trading is done in the secondary market. Secondary market comprises of equity markets and the debt markets. The proceeds of the sale go to the selling investor.
Circuit Limits The upper and lower price limits set by the Exchange from time to time as a price containment measure beyond which trading will not be allowed till the prices are normal or limits reset.This is not applicable for stocks that are part of Derivatives segment. Broker • • • A registered member of the stock exchange to act as intermediary between stock exchange and the investor. They charge a fee or commission for executing buy and sell orders submitted by an investor. A broker's duties may include: determining market values, Advising the scrips for purchase etc.
Stop Order • An order to buy or sell a security when its price surpasses a particular point, thus ensuring a greater probability of achieving a predetermined entry or exit price, limiting the investor's loss or locking in his or her profit. Once the price surpasses the predefined entry/exit point, the stop order becomes a market order. Also referred to as a "stop" and/or "stop-loss order".
Stops are not a 100% guarantee of getting the desired entry/exit points. For instance, if a stock gaps down then the trader's stop order will be triggered (or filled) at a price significantly lower than expected. Traders who use technical analysis will place stop orders below major moving averages, trendlines, swing highs, swing lows or other key support or resistance levels.
Day Trade • • Trades are entered and closed out within the same day. A stock trader who holds positions for a very short time (from minutes to hours) and makes numerous trades each day.
Clearing House • An agency or separate corporation of a futures exchange responsible for settling trading accounts, clearing trades, collecting and maintaining margin monies, regulating delivery and reporting trading data. Clearing houses act as third parties to all futures and options contracts - as a buyer to every clearing member seller and a seller to every clearing member buyer. Each futures exchange has its own clearing house. All members of an exchange are required to clear their trades through the clearing house at the end of each trading session and to deposit with the clearing house a sum of money (based on clearinghouse margin requirements) sufficient to cover the member's debit balance. For example, if a member broker reports to the clearing house at the end of the day total purchase of 100,000 bushels of May wheat and total sales of 50,000 bushels of May wheat, he would be net long 50,000 bushels of May wheat. Assuming that this is the broker's only position in futures and that the clearing house margin is six cents per bushel, this would mean the broker would be required to have $3,000 on deposit with the clearing house. Because all members are required to clear their trades through the clearing house and must maintain sufficient funds to cover their debit balances, the clearing house is responsible to all members for the fulfillment of the contracts.
Clearing Member A member of an exchange clearinghouse, responsible for executing client trades and other financial commitments of customers. Bad delivery
The status of a security traded on an exchange when it does not meet a set of requirements for being in proper form for transfer of title to the buyer. Bull Market • A prolonged period in which investment prices rise faster than their historical average. Bull markets can happen as a result of an economic recovery, an economic boom, or investor psychology. Bull markets are characterized by optimism, investor confidence and expectations that strong results will continue. Of course, no bull market can last forever, and sooner or later a bear market (in which prices fall) will come. It's tough if not impossible to predict consistently when the trends in the market will change. Part of the difficulty is that psychological effects and speculation can sometimes play a large (if not dominant) role in the markets. The extreme on the high end is a stock-market bubble, and on the low end a crash.
• Bull • •
An investor who thinks the market, a specific security or an industry will rise. Bulls are optimistic investors who are presently predicting good things for the market, and are attempting to profit from this upward movement.
Bear Market • • A market condition in which the prices of securities are falling or are expected to fall. A prolonged period in which investment prices fall, accompanied by widespread pessimism. If the period of falling stock prices is short and immediately follows a period of rising stock prices, it is instead called a correction. Bear markets usually occur when the economy is in a recession and unemployment is high, or when inflation is rising quickly.
• Bear • •
An investor who believes that a particular security or market is headed downward. Bears attempt to profit from a decline in prices. Bears are generally pessimistic about the state of a given market.
Insider Trading • • Trading by insiders or illegal trading by insiders who trade based on insider information. “Insider” means any person who, is or was connected with the company or is deemed to have been connected with the company, and who is reasonably
expected to have access to unpublished price sensitive information in respect of securities of a company, or who has received or has had access to such unpublished price sensitive information. • Insider trading is the trading of a corporation's stock or other securities (e.g. bonds or stock options) by corporate insiders such as officers, key employees, directors, or holders of more than ten percent of the firm's shares.
Price Sensitive Information means any information which relates directly or indirectly to a company and which if published is likely to materially affect the price of securities of company. Explanation— the following shall be deemed to be price sensitive information:— (i) Periodical financial results of the company; (ii) Intended declaration of dividends (both interim and final); (iii) Issue of securities or buy-back of securities; (iv) Any major expansion plans or execution of new projects; (v) Amalgamation, mergers or takeovers; (vi) Disposal of the whole or substantial part of the undertaking; and (vii) Significant changes in policies, plans or operations of the company; Public Float • The portion of a company's outstanding shares that is in the hands of public investors, as opposed to company officers, directors, or controlling-interest investors. Also known as "free float". For example, a company may have 10 million outstanding shares. Out of that 4 millions are in the hands of promoters, directors, officers and controlling investors. So, the remaining 6 million shares which are freely tradable in the stock market are called free float.
Record date The date established by an issuer of a security for the purpose of determining the holders who are entitled to receive a dividend or distribution.
Book Closure Closing the transfer books of the company for certain time period, to find out the holders who are entitled to corporate actions. It is mandatory for the listed companies to close their books at least once in a year preferably before the Annual General Meeting. Dividend
converges towards the futures price on the delivery date.Share of the company’s profit distributed among the members of the company. traded on a futures exchange. foreign exchange (forex). to protect against fluctuations in value. A futures contract gives the holder the obligation to buy or sell. forward contracts. index. if any. The dividend can be declared out of the following three sources: current profits reserves created out of profits or credit balance in the profit and loss account brought forward.
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Futures In finance. Derivatives • Derivative is a product whose value is derived from the value of one or more basic variables. These techniques can be quite complicated and quite risky. Its value is determined by fluctuations in the underlying asset. normally. a futures contract is a standardized contract. Derivatives are generally used to hedge risk. called underlying. a part of profits may be distributed before the accounts are finally passed and declaration of dividend is sanctioned in the AGM. but not the obligation. Out of the moneys provided by the Government. Futures contracts. at a specified price. which differs from an options contract. The pre-set price is called the futures price. The settlement price. Final dividend is declared in the annual general meeting of the company after adopting the balance sheet and profit and loss account. to buy or sell a certain underlying instrument at a certain date in the future. For example. Advanced investors sometimes purchase or sell derivatives to manage the risk associated with the underlying security. a European investor purchasing shares of an American company off of an American exchange (using American dollars to do so) would be exposed to exchange-rate risk while holding that stock. options and swaps are the most common types of derivatives. which gives the holder the right. or to profit from periods of inactivity or decline. The future date is called the delivery date or final settlement date. Such dividend is called as “Interim dividend”. However. To hedge this risk. the investor could purchase currency futures to lock in a specified exchange rate for the future stock sale and currency conversion back into euros. The price of the underlying asset on the delivery date is called the settlement price. but can also be used for speculative purposes. The underlying asset can be equity. commodity or any other asset. The essential features of a Futures contract are:
Exchange is the legal counterparty to both parties.e. also called call.
Put and call Options Put option An option contract that gives the holder the right to sell a certain quantity of an underlying security to the writer of the option. known as the writer. Delivery will take place sometime in future (expiry date is specified by the exchange). In some cases. the writer of an option is the one who receives the option premium and therefore obliged to sell/buy the asset if the buyer exercises it on him.
Options • • A financial derivative which represents a contract sold by one party (option writer) to another party (option holder). Each option has a buyer. Margins are payable by both the parties to the exchange. Quantity decided today (quantities have to be in standard denominations specified by the exchange). Tick size (i. the price limits (or circuit filters) can be decided by the exchange. Quality decided today (quality should be as per the specifications decided by the exchange). called the holder. Call Option An option contract that gives the holder the right to buy a certain quantity (usually 100 shares) of an underlying security from the writer of the option. While a buyer of an option pays the premium and buys the right to exercise his option. The contract offers the buyer the right. but not the obligation. at a specified price (the strike price) up to a specified date (the expiration date).
. and a seller. here also called put.• • • • • • • • •
Contract between two parties through an exchange. the minimum amount by which the price quoted can change) is decided by the exchange. Price decided today. at a specified price (strike price) up to a specified date (expiration date). to buy (call) or sell (put) a security or other financial asset at an agreed-upon price (the strike price) during a certain period of time or on a specific date (excercise date).
S. SEBI Guidelines on Disclosure and Investor Protection will be applicable to all OTCEI issues. 30 lakhs and the minimum offer to the public should be 25% of the issued capital or Rs. but are offered for sale globally through the various bank branches. The shares trade as domestic shares.
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OTCEI (Over-The-Counter Exchange of India): It is an exchange. A GDR is very similar to an American Depositary Receipt. whichever is higher. generating a profit on the difference. thus profiting from the difference. the company has to meet the following criteria: A company should have a minimum paid-up capital of Rs. A trader purchases the stock where it is undervalued and short sells the stock where it is overvalued. where it hasn't adjusted for the constantly changing exchange rate.S. In order to get listed in OTCEI.S. The ideal version is riskless arbitrage. with the underlying security held by a U. This usually takes place on different exchanges or marketplaces. The shares are held by a foreign branch of an international bank. a risk-free transaction consisting of purchasing an asset at one price and simultaneously selling that same asset at a higher price.Arbitrage in Stock Markets • The simultaneous purchase and sale of an asset in order to profit from a difference in the price. which haven’t met the eligibility criteria to list in National or Regional stock exchanges. financial institution overseas. exchange. Arbitrage is recommended for experienced investors only.S. 20 lakhs worth of shares in face value. Here's an example of arbitrage: Say a domestic stock also trades on a foreign exchange in another country.
ADR (American Depository Receipts) • • A negotiable certificate issued by a U. ADRs are denominated in U. GDRs may be used in public or private markets inside or outside US. A financial instrument used by private markets to raise capital denominated in either U. which provides the facility of listing to those companies.S.
GDR (Global Depository Receipts) • A bank certificate issued in more than one country for shares in a foreign company. bank representing a specified number of shares (or one share) in a foreign stock that is traded on a U. dollars or euros.
professionals known as brokers. financial services. located on Wall Street in New York City.
. Instead. electronic stock market. NASDAQ is the primary market for trading NASDAQ-listed stocks. and even meeting these requirements is not a guarantee that the NYSE will list the company. A computerized system established by the NASD to facilitate trading by providing broker/dealers with current bid and ask price quotes on over-thecounter stocks and some listed stocks. and evaluating applicants. including technology. It is home to companies that are leaders across all areas of business. Also.S. the Nasdaq does not employ market specialists to buy unfilled orders like the NYSE does. The NYSE is responsible for setting policy. Of the exchanges. Unlike some of the newer exchanges. all trading on the Nasdaq exchange is done over a network of computers and telephones. supervising member activities. The Sponsor of the issue must arrange for Market Makers to give Buy & Sell quotes in the securities for an initial period of 18 months NASDAQ • • NASDAQ is the largest U. the NYSE employs individuals called specialists who are assigned to manage the buying and selling of specific stocks and to buy those stocks when no one else will.Every company that intends to get listed has to be sponsored by a merchant banker of the Exchange.S. transportation. communications. This is called the open outcry system and it usually produces fair market pricing. In order to facilitate the exchange of stocks. It is here that the representatives of buyers and sellers.
NYSE (New York Stock Exchange) • • • • The oldest and largest stock exchange in the U. overseeing the transfer of member seats. retail. the NYSE has the most stringent set of requirements in place for the companies whose stocks it lists.. the Nasdaq (once an acronym for the National Association of securities Dealers Automated Quotation system) does not have a physical trading floor that brings together buyers and sellers. the NYSE still uses a large trading floor in order to conduct its transactions. media and biotechnology. Unlike the Amex and the NYSE. listing securities. meet and shout out prices at one another in order to strike a deal.
offering multiple commodities for trading with wide reach and penetration. When a company issues securities to the public marketplace. MCX offers a wide spectrum of opportunities to a large cross section of participants including producers/ processors. traders. Symbols with four letters are used for Nasdaq stocks. Commodities exchange also refers to the physical center where trading takes place. regional trading centre.
MCX (Multi Commodity Exchange) • MCX is an independent and de-mutulised multi commodity exchange. it selects an available ticker symbol for its securities which investors use to place trade orders. MCX is led by an expert management team with deep domain knowledge of the commodities futures market. importers. Mumbai. Symbols with five letters are used for Nasdaq stocks other than single issues of common stock.
Commodities Market • • An exchange for buying and selling commodities for future delivery. usually an incorporated non-profit association that determines and enforces rules and procedures for the trading of commodities and related investments. Being a nation-wide commodity exchange having state-of-the-art infrastructure. MCX features amongst the world's top three bullion exchanges and top four energy exchanges. Symbols with five letters ending in X are used for mutual funds. Today. co-operatives and industry associations amongst others. facilitating the vast array of trade orders that flow through the financial markets every day. MCX is well placed to tap the vast potential poised by the commodities market. clearing and settlement operations for commodities futures market across the country. It has permanent recognition from the Government of India for facilitating online trading.
NCDEX (National Commodity & Derivatives Exchange Limited)
. Every listed security has a unique ticker symbol. such as commodity futures.•
An arrangement of characters (usually letters) representing a particular security listed on an exchange or otherwise traded publicly. corporate. and are often utilized by various investors from commodity producers to investment speculators. An entity. signifying the efficiency of price discovery. exporters. Modern commodity markets trade many types of investment vehicles. Headquartered in the financial capital of India. The exchange has also affected large deliveries in domestic commodities.
An investor can purchase shares in such funds directly from the mutual fund company. the fund is "no-load. if there are no such charges levied. energy and metals. technology driven de-mutualised on-line commodity exchange with an independent Board of Directors and professional management . these issues have generated huge interest amongst the investors and raised thousands of crore. They should not be confused with equity IPO and hence one should not expect a huge listing gain akin to one. Contract Act and various other legislations. The biggest advantage to mutual funds is diversification.
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Open and Closed-End Funds Open-End Fund • An Open-End Fund is a mutual fund which can issue and redeem shares at any time. Primary issues in an equity market are a different subject matter in itself. There may be a percentage charge levied on purchase or sale of shares--in this case.both not having any vested interest in commodity markets.•
NCDEX is a nation-level. And predictably enough. Companies Act. or through a brokerage house. you are buying shares (or portions) of the mutual fund and become a shareholder of the fund. The mutual fund will have a fund manager who is responsible for investing the pooled money into specific securities (usually stocks or bonds). When you invest in a mutual fund. there is a need to critically examine the same. with increasing regularity. However. Mutual Fund NFOs are nothing but commencement of a new scheme. investors can purchase stocks or bonds with much lower trading costs than if they tried to do it on their own. It is committed to provide a world-class commodity exchange platform for market participants to trade in a wide spectrum of commodity derivatives driven by best global practices. NFO. New Fund Offer • While on one hand more and more companies are coming out with IPOs or additional offers. as regards the NFOs from Mutual Funds. NCDEX is regulated by Forward Markets Commission.
. By pooling money together in a mutual fund. NCDEX is subjected to various laws of the land like the Forward Contracts (Regulation) Act. the fund is a "load fund". mutual funds too have not lagged behind in coming out with New Fund Offers. NCDEX currently facilitates trading of 57 commodities including agriculture. Stamp Act.
Mutual Funds A mutual fund is simply a financial intermediary that allows a group of investors to pool their money together with a predetermined investment objective. professionalism and transparency.
Investment Banking An individual or institution which acts as an underwriter or agent for corporations and municipalities issuing securities. repos. after which time shares in the fund are bought and sold on a stock exchange. private equity placements and corporate restructuring.
Closed-End Fund • Closed-end funds behave more like stock than open-end funds: closed-end funds issue a fixed number of shares to the public in an initial public offering. matching investments to objectives. weaknesses. and numerous other tradeoffs encountered in the attempt to maximize return at a given appetite for risk. growth vs. Most also maintain broker/dealer operations. asset allocation for individuals and institutions. and they are not obligated to issue new shares or redeem outstanding shares as open-end funds are. and Treasury Bills with a maturity of one year or less and often 30 days or less. and offer advisory services to investors. Money market securities are generally very safe investments which return a relatively low interest rate that is most appropriate for temporary cash storage or short-term time horizons. such as banker's acceptances. Portfolio management is all about strengths. The process of managing the assets of a mutual fund. and one which does not redeem shares the way a typical mutual fund does. negotiable certificates of deposit. Investment banks also have a large role in facilitating mergers and acquisitions. maintain markets for previously issued securities. performance. Unlike traditional banks.
Cash Markets Market for short-term debt securities. so shares can either trade below their net asset value ("at a discount") or above it ("at a premium"). including choosing and monitoring appropriate investments and allocating funds accordingly. international.•
A fund with a fixed number of shares outstanding. The price of a share in a closed-end fund is determined entirely by market demand. investment banks do not accept deposits from and provide loans to individuals. commercial paper. equity. Bid and ask spreads are relatively small due to the large size and high liquidity of the market. domestic vs. and balancing risk vs. They are also called as closed-end investment company or publicly-traded fund. opportunities and threats in the choice of debt vs.
Portfolio Management • The art and science of making decisions about investment mix and policy. safety.
having share capital or not. it is the first general meeting of the company. 3) The main purpose of this meeting is to enable the members to know at an early date the financial position and prospects of the company and also to provide them an opportunity of discussion on various matters arising out of the promotion and formation of the company. Types of meetings: Company meetings can be classified as under 1) Board Meetings 2) Members Meetings Annual general meeting Statutory general meeting Extraordinary general meeting
Board Meeting 1)A company subject to the provisions of the Companies Act. Articles of Association of the company and any resolution passed in the general meeting.
. Statutory General Meeting (SGM): 1) It is a meeting of the members held only once during the lifetime of the company. 2)The Board can act only by taking decisions collectively through passing resolutions in the meetings of the Board. However. 4) Every public company limited by shares must hold a statutory general meeting. the company meetings must be convened and held in perfect compliance with the applicable provisions of the Companies Act. getting together of a number of persons for transacting any lawful business. limited or unlimited must hold an annual meeting of the body of the members to consider and adopt the annual accounts of the company. 1956. within a period of not less than one month but not more than six months from the date of obtaining commencement of business certificate. Annual General Meeting (AGM) A public or private. 2) Generally. has to act though its Board of Directors.Meeting: Any gathering or assembly.
However. 1. I. Every member of the company. Usually. Extra-ordinary General meeting(EGM) All general meetings other than the annual general meetings shall be called as extraordinary general meetings. upto a maximum period of 3 months.
. 2. for special reasons. 3. a complete agenda of the meeting should be forwarded with or as a part of the notice. Meeting must be held not later than 6 months from the close of the financial year The gap between two AGMs should not exceed 15 months. 4. It shall be held either at the registered office of the company or at any place within the city. The notice of the general meeting must be circulated at least 21 days before the date of meeting to the following persons: 1. 4. The first annual general meeting of the company must be held within 18 months from the date of its incorporation.
The Company Law has not specified any form of notice or period of notice to the Board Meetings. The subsequent annual general meetings must be held within the earliest dates of the following: There must be one AGM in one calendar year. time and place of the meeting. The notice must specify date. a week’s notice is considered sufficient. 3. town or village in which the registered office of the company is situate. An EGM is convened to transact some special or urgent business that may arise in between two AGMs. information enabling the person to attend the meeting and to take part in its deliberations.1. Meetings related aspects Notice of the meetings: It is a written notice which sufficiently conveys the person. It must state the nature of business to be transacted. Legal representatives of a deceased member Official receiver/assignee The auditors of the company.. on a day that is not a public holiday. ROC can grant extension of time. entitled to receive it. Every AGM shall be called to be held during business hours.
The amount. 2. Directors Report: The Board of directors must prepare one report called directors report and that shall be attached to every balance sheet laid before a company in general meeting. Material changes and commitments. which it recommends should be paid by way of dividend.
. cash flow statement. The amounts. The conservation of energy. being a representative of a shareholder at a meeting of company who may be described as his agent to carry out which the shareholder has himself decided upon. 5. affecting the financial position of the company which have occurred between the end of the financial year of the company to which the balance sheet relates and the date of the report. 2) The main purpose of having a quorum is to avoid decisions being taken at a meeting by a small minority which may be found to be unacceptable to the vast majority of members. if any. and a description of the company's operations and management analysis about the future opportunities and threats of the company. if any which it proposes to carry to any reserves. 3) Annual reports are formal financial statements that are published yearly and sent to company stockholders and various other interested parties. 4. profit and loss account along with the schedules. if any. foreign exchange earnings and outgo. The instrument of proxy must be deposited with the company at least forty-eight hours before the meeting. 3. The state of the company's affairs. directors’ report. The appointment of a proxy must be made by a written instrument signed by the appointer or his duly authorized attorney. The directors’ report contains the following details: 1. technology absorption. auditor's report. in such manner as may be prescribed Proxy A person.Annual Report: 1) It is a company's annual statement of financial operations. 2) Annual reports include a balance sheet. 4) The reports assess the year's operations and discuss the companies' view of the upcoming year and the companies' place and prospects in their industries. Quorum 1) The minimum number of members who must be present at a meeting.
They are. by passing the resolutions through postal ballot method. 1. 5) The articles can provide for a larger quorum. Unanimous resolution: 1) All the questions arising at any board meeting shall be decided by a majority of votes. But the opinions of the shareholders. it is said to have been passed by an ordinary resolution. 4) The quorum for the Board meetings is two or one-third of the total directors. who are absent. only the opinion of the persons attended in the meetings is taken into consideration for passing the resolutions. Appointment of Managing Director who is already managing director of another company. 2) However. the SEBI has made it compulsory to take the opinion of all the shareholders for certain notified matters. 3.
Postal Ballot: 1) In meetings.3) The quorum for the general meetings is five members personally present in case of a public company and two members personally present in case of a private company. in the following cases. investments and guarantees. which are casted against the resolution. 2. are not taken into consideration. Granting of inter-corporate loans. votes cast in favor of the resolution are more than the votes cast against the resolution. Appointment of Manager who is already manager of another company. Special resolution: The votes cast in favour of the resolution are not less than 3 times the number of votes.
. Ordinary resolution: 1) When a motion is passed by simple majority of the members voting at a general meeting. 2) To overcome this situation. 2) In other words. but it cannot provide for a smaller quorum. which ever is high. the Board needs to have unanimity of opinion and all the votes must cast in favour of the resolution.
Current profits. c. Dividend 1) Share of the company’s profit distributed among the members of the company is called “Dividend”. b. administered or controlled. with a strong emphasis on shareholders welfare. Out of the moneys provided by the Government. Reserves created out of profits or credit balance in the profit and loss account brought forward. 5) If a resolution is assented to by a requisite majority of the shareholders by means of postal ballot. An important theme of corporate governance deals with issues of accountability and fiduciary duty. regulators. Corporate governance 1) It is the set of processes. 4) The notice shall include a postage pre-paid envelope for facilitating the communication of the assent or dissent of the shareholder to the resolution within the said period. 6) This method is aimed at improving the participation of members. the environment and the community at large. 4) Corporate governance is a multi-faceted subject. 3) The principal players are the shareholders. management and the board of directors.
. 3) Final dividend is declared in the annual general meeting of the company after adopting the balance sheet and profit and loss account. the company circulates the postal ballot paper along with the draft resolution and explanatory statement to all the shareholders. then it shall be deemed to have been duly passed. banks and other lenders. customers. Other stakeholders include employees. customs. 2) Corporate governance also includes the relationships among the many players involved (the stakeholders) and the goals for which the corporation is governed. policies and laws affecting the way a corporation is directed. if any. essentially advocating the implementation of guidelines and mechanisms to ensure good behaviour and protect shareholders. 2) The dividend can be declared out of the following three sources: a. through which the corporate governance system should aim to optimize economic results.3) In this method. 5) Another key focus is the economic efficiency view. suppliers. and requests them to send their assent or dissent and requests them to return the papers within 30 days.
Such dividend is called as “Interim dividend”. Shelf Prospectus
. Venture capital 1) It is capital typically provided by outside investors for financing of new. 4) A venture capital fund is a pooled investment vehicle (often a partnership) that primarily invests the financial capital of third-party investors in enterprises that are too risky for the standard capital markets or bank loans. but which does not have complete particulars on the price or quantum of the securities offered is called Red Herring Prospectus. Prospectus Any document. circular or advertisement inviting deposits from the public or inviting offers from the public for the subscription or purchase of any shares or debentures of a company. a part of profits may be distributed before the accounts are finally passed and declaration of dividend is sanctioned in the AGM. 2) An administrator. pays its debts and finally distributes any surplus among the members in accordance with their respective rights. growing or struggling businesses. collects its assets. Red Herring Prospectus A prospectus which is circulated to the public after filing the same to SEBI. 3) A venture capitalist (VC) is a person who makes such investments. notice. called a ‘liquidator’. Abridged Prospectus: Every application form issued by the issuer must accompany a memorandum containing salient features of prospectus and this memorandum is called abridged prospectus. is appointed and he takes control of the company. 2) Venture capital investments generally are high risk investments but offer the potential for above average returns and/or a percentage of ownership of the company. Winding up 1) It is the process whereby the life of a company is ended and its property is administered for the benefit of its creditors and members.4) However. 3) At the end of the winding up the company will have no assets or liabilities and it will therefore be a simply formal step for it to be dissolved and thereby the legal personality of a company is to be brought to an end.
or Where it issues a prospectus but has not proceeded to allot any of the shares offered to the public for subscription. Rights Issue 1) Where any public company limited by shares decides to issue further shares at any time after the expiration of two years from the date of incorporation of the company or after one year from the date of the first allotment of shares.1) A prospectus issued by any financial institution or bank for one or more issues of the securities or class of securities specified in that prospectus. 2) Such shares are known as “Rights Shares” and the right of the members to be so offered is called the “Right of pre-emption”. the concept of shelf prospectus has come. 4) The entire set comprising of shelf prospectus and the information memorandum shall constitute the prospectus and have to be circulated to the general public. because it feels that it can raise enough capital without inviting the subscription from the public. which ever is earlier. Statement in Lieu of Prospectus: Every public company needs to file statement lieu of prospectus at least 3 days before the allotment of shares and debentures in the following cases: Where it does not issue a prospectus. 5) It is valid for a period of one year from the date of opening of the first offering of the shelf prospectus. 3) For subsequent offerings.
. must offer the shares to the existing equity holders in proportion to their shareholdings. information memorandum updating the information under various heads will have to be filed. 2) In order to reduce the burden of issuing prospectus every time.
Initial Public Offer Unlisted companies offering its shares to the general public which are going to be listed in the stock exchanges is called Initial Public Offer. because the issue has been a failure and the minimum subscription has not been received. Information Memorandum A document circulated prior to the filing of a prospectus by which a demand for the securities proposed to be issued by a company is elicited and the price and the terms of issue for such securities are assessed.
2) Such shares are known as bonus shares and are issued to the existing members of the company free of charge. if its Articles so provide.Bonus issue 1) A company may. 1956 which is neither a rights issue nor a public issue. 4) A listed company going for preferential allotment has to comply with the requirements contained in Chapter XIII of SEBI (DIP) Guidelines 5) The company needs to pass special resolution to issue this kind of shares. Employees Stock Option Scheme (ESOPS) 1) The option given to the whole-time directors. 3) A private placement of shares or of convertible securities by a listed company is generally known by name of preferential allotment. Sweat Equity 1) Shares issued by the company to its employees or directors at a discount 2) For consideration other than cash 3) For providing know-how or making available intellectual property rights or value additions. 2) This is a faster way for a company to raise equity capital. 4) The company needs to pass special resolution to issue this kind of shares. Preferential allotment/Private placement: 1) A private placement is an issue of shares or of convertible securities by a company to a selected group of persons under Section 81 of the Companies Act. 2) The warrant holder has to surrender the warrant and pay some cash known as the exercise price of the warrant to purchase the shares. officers or employees the benefit or right to purchase or subscribe at a future date. officers or employees of a company which given such directors.
. capitalize profits by issuing fully paid up shares to the members thereby transferring the sums capitalized from the profit and loss account or reserves account to the share capital. Warrants 1) A warrant confers an option to the investor to buy a specified number of equity shares at a specified price over a specified period of time. the securities offered by the company at a pre-determined price. 2) The company needs to pass special resolution for such kind of issues.
Any amount received from an employee of the company by way of security deposit. Fixed deposits: Any amount of deposit received by the company or any amount borrowed by the company. bank representing a specific number of shares of a foreign stock traded on a U. Any amount received from any other company. lower transaction costs.
Dematerialization (Demat): 1) Dematerialization is a process by which the physical certificates of an investor are taken back by the company and actually destroyed 2) An equivalent number of securities are credited in the depository account of that investor. 4) If the investor is not willing to exercise the option. it does not include the following: Any amount received from the Central or state governments. American Depository Receipt: 1) A negotiable certificate issued by a U.
. due to the widespread availability of dollar-denominated price information. Any amount of loan received from any notified financial institutions. at the time of allotment of warrants and limits the conversion period to 18 months. Debentures: A document acknowledging a loan made to a company and providing for the payment of interest on the sum borrowed until the debenture is redeemed.S. Any amount of loan received from any banking company including cooperative banks. stock exchange. 3) This is done at the request of the investor. and timely dividend distributions. the payment of which is guaranteed by them. the company can forfeit the initial amount paid by the investors. Global Depository Receipts: 1) A negotiable certificate issued by a foreign bank representing a specific number of shares of an issuer company. 2) This certificate gets traded in foreign currency in foreign stock exchanges. 2) ADRs make it easier for Americans to invest in foreign companies.3) SEBI guidelines require the investors to pay 10% of price payable.S. However.
6) He will maintain the securities account balances of the investors and intimate the status of holdings from time to time. Transfer One of the most important features of a company is that its shares are transferable. Rematerialisation: Rematerialisation is a process by which the shares held in electronic form (demat mode) are converted into physical certificates at the option of the shareholder. If an investor wants to utilize the service offered by depository. Depository Participant 5) Depository Participant acts as an agent of the investor in depository system.Depository 1) A depository is an organization where the securities of a shareholder are held in the electronic form at the request of the shareholder through the medium of a depository participant. and Where the shareholder is a company and it goes into liquidation. in which the ownership in shares of a person is transferred to the other person at the will of the shareholder. They are: a) The National Securities Depository Limited (NSDL). Transfer is a process. in which shares are transferred by the legal action. and b) Central Depository Services (India) Limited (CDSL). 2) A depository can be compared to a bank. When the shareholder becomes insolvent. Transmission takes place in the following instances: When the registered shareholder dies. 3) The main objective of the depository is to minimize the paper work involved with the ownership. Transmission It is a process. 4) Presently. trading and transfer of securities. there are two depositories exists in India. provided the following conditions are satisfied:
By back of shares A company can purchase its own shares. the investor has to open an account with the depository through depository participant.
The company can purchase its securities out of: Its free reserves. A reduction in capital expenditure.
Disinvestment • • The action of an organization or government selling or liquidating an asset or subsidiary. The proceeds of any shares and securities other than proceeds of the same kind of securities issued earlier. 3. A merger is a combination of two companies to form a new company. Also known as "divestiture". 1. while an acquisition is the purchase of one company by another with no new company being formed. Buy-back is authorized by the Articles of association. or the decision of a company not to replenish depleted capital goods. An example of a major acquisition is Manulife Financial Corporation's 2004 acquisition of John Hancock Financial Services Inc. 2. pay off paid-up capital on the understanding that it may be called up again. by reducing or extinguishing the liability of members for uncalled Capital.1. The Securities Premium Account. Reduction of share capital 1)The Company can reduce its share capital by the following methods. 3. by paying off or returning capital which is in excess of the needs of the company. 4. The debt-equity ratio should not exceed 2:1 ratio. The amount utilized for the buy back should be less than 25% of the total paid up capital and free reserves of the company. write off or cancel capital which has been lost or is not represented by available assets.
. An example of a major merger is the merging of JDS Fitel Inc and Uniphase Corp in 1999 to form JDS Uniphase. 4. 2)For reducing the capital the company needs to pass special resolution and should obtain confirmation from the concerned High Court. 5. A special resolution has been passed in the general meeting of the company. 2. Mergers And Acquisitions • • A general term used to refer to the consolidation of companies.
and will most likely have to pay more due to the risk of default. usually between 90 to 180 days. they may deplete certain capital goods and invest in other more profitable assets.•
A company or government organization will divest an asset or subsidiary as a strategic move for the company. company insiders or those holding majority stakes in the company are forbidden to sell any of their shares.
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Private Placement • • Rising of capital via private rather than public placement. A company will likely not replace capital goods or continue to invest in certain assets unless it feels it is receiving a return that justifies the investment. Since a private placement is offered to a few. During these initial days of trading. It is based upon the history of borrowing and repayment. Investors involved in private placements are usually large banks. In many cases detailed financial information is not disclosed and a the need for a prospectus is waived. select individuals. Alternatively a company may have to divest unwillingly if it needs cash to sustain operations.
. the average investor is only made aware of the placement usually after it has occurred. planning to put the proceeds from the divestiture to better use that garners a higher return on investment. Finally since the placements are private rather than public. the placement does not have to be registered with the Securities and Exchange Commission.
lock in period / IPO Lock Up • • A contractual caveat referring to a period of time after a company has initially gone public. insurance companies. and pension funds.
Credit Rating • • • An assessment of the credit worthiness of individuals and corporations. If there is a better place to invest. as well as the availability of assets and extent of liabilities. Credit is important since individuals and corporations with poor credit will have difficulty finding financing. The result is the sale of securities to a relatively small number of investors. mutual funds.
. From the investor's perspective.
Bankruptcy • The state of a person or firm unable to repay debts.
Convertible Bonds And Non Convertible Bonds • A bond that can be converted into a predetermined amount of the company's equity at certain times during its life. An IPO lock-up is done so that the market is not flooded with too much supply of a company's stock too quickly. Typically. most trading restrictions are removed. a convertible bond has a value-added component built into it. usually at the discretion of the bondholder. Thus. A single large shareholder trying to unload all of his holdings in the first week of trading could send the stock downward. to the detriment of all shareholders. Issuing convertible bonds is one way for a company to minimize negative investor interpretation of Its corporate actions. the company may choose to issue convertible bonds. A bond that can not be converted into a predetermined amount of the company's equity at certain times during its life. There is also empirical evidence suggesting that after the end of the lock-up period. only 20% of the outstanding shares are initially offered to the investing public. stock prices experience a permanent drop of about 1-3%. To avoid this negative impression. it tends to offer a lower rate of return in exchange for the value of the option to trade the bond into stock. the market usually interprets this as a sign that the company's share price is somewhat overvalued.• • • • •
Once the lock-up period ends. it is essentially a bond with a stock option hidden inside. which bondholders will likely convert to equity anyway should the company continue to do well. if an already public company chooses to issue stock. For example. Also referred to as "lock-up period".
These analysts have embraced FFO as a more appropriate measure of a REIT's performance.
Net Asset Value (NAV)
. because GAAP requires depreciation deductions and the amortization of deferred charges. Also referred to as "cash and equivalents".
Cash Equivalent Items
Investment securities that are short-term have high credit quality and are highly liquid. corporate commercial paper and other money market instruments. along with stocks and bonds.
Importance: Securities analysts generally believe that the net income from income-producing real estate is not properly measured by GAAP. Secure creditors always get first grabs at the proceeds from liquidation. Cash-on-cash return. A measure of the profitability of a real estate investment trust (REIT). Cash-in-lieu of Commodities Cash-surrender value. bank certificates of deposit. To that it adds depreciation deductions and deductions for amortization of deferred charges. government Treasury bills. low-return profile. Cash equivalents are one of the three main asset classes. FFO does not consider extraordinary items and gains (losses) on the sale of real estate. which are non cash deductions. Examples cash-in-hand.
Funds From Operations
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A figure used by real estate investment trusts (REITS) to define the cash flow from their operations. These items do not require a cash outflow. FFO begins with net income as derived using Generally Accepted Accounting Principles (GAAP).• •
If the bankrupt entity is a firm. It is calculated by adding depreciation and amortization expenses to earnings. the ownership of the firm's assets is transferred from the stockholders to the bondholders. Cash equivalents include U. Shareholders are the last people to get paid if a company goes bankrupt.S. See example at Cash Available for Distribution. and sometimes quoted on a per share basis. bankers' acceptances. These securities have a low-risk.
the book value of assets less liabilities.
Working Capital • • • A measure of both a company's efficiency and its short-term financial health. Negative working capital means that a company currently is unable to meet its short-term liabilities with its current assets (cash. This is a very important source of funding for startups that do not have access to capital markets. It typically entails high risk for the investor. This form of raising capital is popular among new companies. accounts receivable. but it has the potential for aboveaverage returns. or ventures. The working capital ratio is calculated as: Working Capital=Current Assets – Current Liabilities
Positive working capital means that the company is able to pay off its shortterm liabilities. In other words. inventory). the total value of the fund's portfolio less liabilities. money provided by investors to startup firms and small businesses with perceived. in addition to a portion of the equity.
Venture Capital • • • • • Financing for new businesses. The NAV is usually below the market price because the current value of the fund's assets are higher than the historical financial statements used in the NAV calculation. long-term growth potential. Venture capital can also include managerial and technical expertise. Also known as "net working capital". The downside for entrepreneurs is that venture capitalists usually get a say in company decisions. with limited operating history. In terms of corporate valuations. who cannot raise funds through a debt issue. The NAV is usually calculated on a daily basis. investment banks and other financial institutions that pool such investments or partnerships. Most venture capital comes from a group of wealthy investors.• • •
In the context of mutual funds.
Where: DIO represents days DSO represents days DPO represents days payable outstanding
Usually a company acquires inventory on credit. if a company is not operating in the most efficient manner (slow collection).• • •
If a company's current assets do not exceed its current liabilities. its accounts receivables number continues to get smaller and smaller. which results in accounts receivable. Also known as "cash cycle". For example.Working capital also gives investors an idea of the company's underlying operational efficiency.
Cash Conversion Cycle • • A metric that expresses the length of time. which results in accounts payable. This metric looks at the amount of time needed to sell inventory. and as a result. therefore. This can be seen by comparing the working capital from one period to another. is not involved until the company pays the
. then it may run into trouble paying back creditors in the short term. Money that is tied up in inventory or money that customers still owe to the company cannot be used to pay off any of the company's obligations. It attempts to measure the amount of time each net input dollar is tied up in the production and sales process before it is converted into cash through sale to customers. A declining working capital ratio over a longer time period could also be a red flag that warrants further analysis. slow collection may signal an underlying problem in the company's operations. a company takes in order to convert resource inputs into actual cash flows. the amount of time needed to collect receivables and the length of time the company is afforded to pay its bills without incurring penalties. Cash. So. A company can also sell products on credit. The worst-case scenario is bankruptcy. in days. it will show up as an increase in the working capital. it could be that the company's sales volumes are decreasing.
dividends per share or DPS). but the dividend attempts to make up for this.the amount comes from after-tax income the company generated and the recipients pay taxes on them.
. It can also be quoted in terms of a percent of the current market price. Their share prices might not move much.
So the cash conversion cycle measures the time between outlay of cash and cash recovery. In the U.
Ex Dividend The trading of shares when a declared dividend belongs to the seller rather than the buyer. The shorter the cycle. referred to as dividend yield.
• • • •
Distribution of a portion of a company's earnings. and thus the better for the company's bottom line. stock or property. This measure illustrates how quickly a company can convert its products into cash through sales. The dividend is most often quoted in terms of the dollar amount each share receives (i.accounts
receivable. decided by the board of directors.e. Cum Dividend
When a buyer of a security is entitled to receive a dividend that has been declared.S. but not paid. cash dividends are taxed at a maximum rate of 15% as long as the stock has been held for at least 60 out of the 120 days beginning 60 days prior to the ex-dividend date. to a class of its shareholders. Dividends may be in the form of cash. Most secure and stable companies offer dividends to their stockholders. the less time capital is tied up in the business process. dividends face double taxation . As of 2003.. This cycle is extremely important for retailers and similar businesses.
Break Even point • • • • • In general. it is the strike price minus the premium paid.
Break Even Analysis • • The break even point for a product is the point where total revenue received equals total costs associated with the sale of the product (TR=TC). For businesses. reaching the break-even point is the first major step towards profitability. it is the strike price plus the premium paid. The break even point is also the point on a chart indicating the time when something has broken even. For a put. and such) and can include direct costs such as payroll (particularly salaries). and is a general term for not having gained or lost something in a process. within the relevant time period or scale of production. the point at which gains equal losses. the market price that a stock must reach for option buyers to avoid a loss if they exercise. but are not limited to. insurance. Break-Even Analysis can also be used to analyze the potential profitability of an expenditure in a sales-based business. Also referred to as a "breakeven". Fixed costs include. as opposed to attempting to modify an existing product instead so it can be made lucrative. High-growth companies rarely offer dividends because all their profits are reinvested to help sustain higher-than-average growth. For a call. A break even point is typically calculated in order for businesses to determine if it would be profitable to sell a proposed product. a retailer must pay rent and utility bills irrespective of sales volumes.
Fixed Costs • Fixed costs are un-expired assets or expenses whose total does not change in proportion to the activity of a business. In options. For example. overheads (rent.•
If you have held the stock for a period of less than this the dividend will be taxed at your regular income level.
it refers to the right that a banker has to liquidate goods if you fail to service a loan. that the borrower is obliged to pay back with a predetermined set of payments. Cost of capital • A company has several of finance as follows
Variable Costs • • Variable costs by contrast change in relation to the activity of a business such as sales or production volume. and the cost of goods is therefore almost entirely variable. so that there is no conflict of interest in transaction. Mortgages are used by individuals and businesses wishing to make large value purchases of real estate without paying the entire value of the purchase up front. The bank has a claim on the house should the homebuyer default on paying his or her mortgage.
• • • •
Arm's length price The price at which a willing buyer and a willing unrelated seller would freely agree to transact or a trade between related parties that is conducted as if they were unrelated. a homebuyer pledges his or her house to the bank.
Hypothecation And Mortgage • When a person pledges a mortgage as collateral for a loan. or claims on property. Mortgages are also known as liens against property. following a rectangular hyperbola as the inverse of the volume of production. secured by the collateral of specified real estate property. Unit fixed costs decline with volume. In the case of a foreclosure. the bank may evict the home's tenants and sell the house. A debt instrument.•
Capital assets will generally be considered part of fixed costs. In manufacturing. In the example of the retailer. variable costs may primarily be composed of inventory (goods purchased for sale). In a residential mortgage. but treated differently. using the income from the sale to clear the mortgage debt. The term also applies to securities in a margin account used as collateral for money loaned from a brokerage. direct material costs are an example of a variable cost.
The cost of capital determines how a company can raise money (through a stock issue. If.• •
Equity shares. These expenditures can include everything from repairing a roof to building a brand new factory. Each one of these has a specific cost involved which is called as Cost Of Capital . This type of outlay is made by companies to maintain or increase the scope of their operation. A cash budget is extremely important. an expense is considered to be a capital expenditure when the asset is a newly purchased capital asset or an investment that improves the useful life of an existing capital asset. especially for small businesses because it allows a company to determine how much credit can be extended to customers before they begin to have liquidity problems. telecom and utilities. the expense is one that maintains the asset at its current condition.such as building a new factory – worthwhile. In terms of accounting. Cost of capital would include the cost of debt and the cost of equity. it needs to be capitalized. If an expense is a capital expenditure. or a mix of the two). the cost is deducted fully in the year of the expense. this requires the company to spread the cost of the expenditure over the useful life of the asset. Some of the most capital intensive industries include oil. The amount of capital expenditures a company is likely to have depends on the industry it occupies. This is the rate of return that a firm would receive if it invested its money someplace else with similar risk. industrial buildings or equipment.
Cash Budget • • An estimation of the cash inflows and outflows for a business. Debt and Retained earnings. Preference shares.
. The required return necessary to make a capital budgeting project . borrowing.
• • • •
Capital Expenditure • • • • • • Funds used by a company to acquire or upgrade physical assets such as property. however.
" A type of mutual fund where there are no restrictions on the amount of shares the fund will issue. Open-end funds are wide-ranging. Collateral is a form of security to the lender in case the borrower fails to pay back the loan. the fund will continue to issue shares no matter how many investors there are. companies or governments that work together toward achieving a chosen objective. Most of the mutual funds available in the marketplace are open-end funds. every entity that is under the consortium remains independent in his or her normal business operations and has no say over another member's operations that are not related to the consortium.Close Market An market in which there is a narrow spread between bid and offer prices.
. Each entity within the consortium is only responsible to the group in respect to the obligations that are set out in the consortium's contract. In margin trading. due to a high volume of trading and many competing market makers. Open-end funds also buy back shares when investors wish to sell. the securities in your account act as collateral in the case of a margin call. and some are more aggressive in seeking to make capital gains through constant trading.
Collateral Security • • • Properties or assets that are offered to secure a loan or other credit. Legally known as a "closed-end company. For example. If demand is high enough. if you get a mortgage. Collateral becomes subject to seizure on default. Therefore. Open-end funds are generally managed actively and are priced according to their net asset value (NAV). Some Openend funds are more conservative and provide consistent returns with low risk.
Consortium • • • A group made up of two or more individuals. Close end and Open end fund • A type of investment company that does not continuously offer its shares for sale but instead sells a fixed number of shares at one time (in the initial public offering) which then typically trade on a secondary market. your collateral would be your house. such as the New York Stock Exchange or the Nasdaq Stock Market.
established companies with stable earnings. Several groups of North American colleges and universities operate under consortiums.
Penny stocks • Penny stocks. over-the-counter bulletin board (OTCBB) or pink sheet securities are low-priced. These above average dividends tend to be paid by large. and the lessor is assured of regular payments for a specified number of years. For-profit consortiums also exist. the companies do not qualify to trade on the New York Stock Exchange or on the Nasdaq. speculative stocks that are very risky and are not suitable for every investor.
. Utilities and telephone company stocks are often classified as income stocks. but they are less prevalent.
Lease Finance • • • An agreement in which one party gains a long-term rental agreement. Therefore.
Income stocks • • Income stocks are those stocks that pay higher-than-average dividends over a sustained period. They are two parties in lease i.e lessor and lessee The lessee gains a long-term contract for the use of an asset. They are issued by companies with a short or erratic history of revenues and earnings. One of the most famous for-profit consortiums is the airline manufacturer Airbus. and the other party receives a form of secured long-term debt.• • • •
Consortiums are often used within the non-profit sector. They often pool resources such as libraries and professors and share them among the members of the group. Penny stocks sell for less than $5 per share and their companies have under $2 million in net tangible assets. specifically with educational institutions.
insurance. Proposed Dividend: Proposed items such as Dividends proposed. ideas. Intellectual Property: Property that can be protected under federal law. issued by the Patent and Trademark Office. or a cure for a disease. which means amounts the business promises to pay in the coming year. sound recordings. subject to the payment of maintenance fees. Such property would include novels. taxation. Prepaid income is generally included in taxable income in the year received.
. bad and doubtful debts and depreciation: Provision is an amount of an expense that should be recognized currently when the exact amount of the expense is uncertain. discoveries. symbol or device which is used in trade with goods to indicate the source of the goods and to distinguish them from the goods of others.Prepaid Income: Includes rents or interest received in advance and compensation for services to be performed later. Patents: A patent for an invention is the grant of a property right to the inventor. The term of a new patent is 20 years from the date on which the application for the patent was filed in the United States or. such as a strong brand. including copyrightable works. Trade marks: A trademark is a word. a new type of mousetrap. and US possessions. US territories. In an acquisition. reputation. Provision for contingencies. US patent grants are effective only within the US. goodwill appears on the balance sheet of the acquirer in the amount by which the purchase price exceeds the net tangible assets of the acquired company. from the date an earlier related application was filed. Goodwill: An intangible asset which provides a competitive advantage. and inventions. in special cases. Provisions for taxation: An amount on the P & I statement that estimates a company's total income tax liability for the year. name. or high employee morale.
Outstanding Income: It is the term which denotes that the income has been earned but the cash has not been received against the same. Also called formation expenses. Services for the payment will be received in the near future. ex.
. Govt. One example is an unsecured bond. Investments in shares: The amount invested in shares held/offered by the company. schemes and bonds. Debentures or bonds: Unsecured debt backed only by the integrity of the borrower. Interest accrued on Investments: Interest accrued on investments between the last interest payment date and the date of purchase. investment in infrastructure bonds. and documented by an agreement called an indenture.
Investments in the Capital of partnership firms: Investment either as partner or as an investor for returns without acting as a partner for the firm. Mutual Funds: A mutual fund is simply a financial intermediary that allows a group of investors to pool their money together with a predetermined investment objective.Investments in Government or Trust Securities: Is the amount invested in securities held/offered by GOVT. not by collateral. Prepaid Expenses: An asset that arises on a balance sheet because of the payment of something in advance (prepayment). Preliminary Expenses: Professional and other expenses involved in establishing a business. The account is carried as an asset until the first interest payment date after the date of purchase. Bills receivable: The unpaid promissory notes or acceptances held by an individual or firm. National Savings Certificates. or any other securities offered by Govt.
Amortization: Is a reduction in the value of an asset over the period owned. Contributions paid into the fund by both the employees and the employers are invested in accordance with the pre-determined condition of amount and risks. Loss in Profit and Loss account: Excess of expenses over the income during a financial year. In Indian Law. The contribution made by the employee is allowed as deduction from Gross total income.Interest paid out of capital: Amount paid out of capital in respect of interest. may notify. or any other amount paid by kind or cash. also the liquidation of debt through payments to a creditor or to a Sinking Fund. Amortization of employee compensation cost: Writing off the amount paid for employees as compensation paid under voluntary retirement scheme. Contribution to provident and other funds:
Provident fund Is a fund that pays benefits to the company employees who are fund members upon the termination of their employment. It is covered by The Employees Provident Funds and Miscellaneous Provisions Act It extends to the whole of India except the State of Jammu and Kashmir and is applicable to: every factory engaged in any industry specified in Schedule 1 in which 20 or more persons are employed. every other establishment employing 20 or more persons or class of such establishments which the Central Govt.
Amortization: Is the process of decreasing or accounting for an amount over a period of time. and the contributions made by employers for the benefit of employees is allowed as an expense under Income Tax. any other establishment so notified by the Central Government even if employing less than 20 persons
or general and administrative expenses.
Miscellaneous Expense: Incidental expense of a business. Prepaid income: Prepaid income is the income accounted for before the corresponding goods or services have been delivered or carried out. and Interest on Fixed Deposits. usually declared as a dividend per share or Dividends are payments made by a company to its shareholders. not classified as manufacturing. Dividends from non-trade investments are the amount/income/earnings which are not purposely invested for trading. but will only be paid in the next financial year. water and electricity.Bad Debt Write-off: Customer's account that is removed from the books. net. net.. Profit on sale of investments. Net gain on sale of current investments (non trade). rates and taxes.. rent. See also accruals Outstanding expenses: Certain expenses may have been incurred during the financial year. The expense account must be adjusted so that the expense account represents the expenses for the full financial year or 12 consecutive months (accounting periods or reporting periods). etc. Some of examples: Exchange difference. It is owed to the party who has supplied the expense item. advertising. Examples of such expenses is where accounts or invoices have been received for accounting fees. but the returns are received on account of sale or an act performed by the enterprise. Miscellaneous expenses are immaterial. Miscellaneous income. The amount by which the expense account is outstanding will increase the amount of the expense at the end of the financial year. selling. A more precise designation or separate accounting for them results in a cost greater than the benefit received.
Dividends from non-trade investments: Dividends are the proportion of a company’s profit that it pays to its shareholders. which is already used up in the financial year.
.. etc. which is applicable to the financial year but which is not yet paid at the end of the financial year. At the end of the financial year a liability is created Accrued or outstanding expenses because the amount of the expense is consumed or used but not yet paid. Profit on sale of fixed assets. It is presented on an income statement after operating income. Advances written off: Writing off the advance received from the books.
franchise. or natural resource.
. copyrighted work. especially a patent.
Miscellaneous income: Miscellaneous income means any income that does not fall within any other provisions of the Tax Credits (Definition & Calculation of Income) Regulations 2002 and is taxable under Part 5 of ITTOIA. The primary responsibility of SEC is to enforce the federal securities laws and regulate the securities industry/stock market.
Royalty: A payment made for the use of property. the amount paid in excess of expected returns or the agreed amount is generally treated as Incentive on investments.Incentive on investments: In general investments are made by the enterprise/individuals for returns/profits. Foreign Exchange difference: Exchange difference is an amount resulting from reporting the same number of units of a foreign currency in the reporting currency at different exchange rates. quasi-judicial regulatory agency. This applies. this may include returns in cash/kind or additions to investment.
U.S. non-partisan. to copyright royalties received by individuals whose activities do not amount to a profession (see paragraph BIM50701 of the Business Income Manual). for example. and other foreign stock markets and Regulatory authorities The United States’ Regulatory Authority The United States Securities and Exchange Commission The United States Securities and Exchange Commission (commonly known as the SEC) was established by the United States Congress in 1934 as an independent.
annual & other reports from public companies) available to the public via the EDGAR system.
The United States’ Major Stock Exchanges National Association of Securities Dealers Automated Quotations system Also known as NASDAQ
. EDGAR. as well as other periodic reports. SEC also offers publications on investment-related topics for public education. Analysis. the company's top management must provide a narrative account called the "management discussion and analysis" which provides an overview of the previous year of operations and how the company fared in that time period. They are: • • • • • • The The The The The The Securities Act of 1933. indexing. outlining future goals and approaches to new projects. and Retrieval system) online from which investors can access this and other information filed with the agency. and Retrieval system. Investment Company Act of 1940.
The SEC was given the power to license and regulate stock exchanges. Securities and Exchange Commission The SEC makes reports (quarterly. Sarbanes-Oxley Act of 2002. It administers six major laws that govern the securities industry. performs automated collection. Management will usually also touch on the upcoming year. The SEC maintains an online database called EDGAR (the Electronic Data Gathering. Securities Exchange Act of 1934.S. acceptance. validation. Trust Indenture Act of 1939. The SEC enforces the statutory requirement that public companies submit quarterly and annual reports. As part of the annual reporting requirement. Investment Advisers Act of 1940 and. The same online system also takes tips and complaints from investors to help the SEC track down violators of the securities laws. Analysis.
The SEC also works with criminal law enforcement agencies to prosecute individuals and companies alike for severe offenses. and forwarding of submissions by companies and others who are required by law to file forms with the U. the Electronic Data-Gathering.
1792. it lists more companies and on average trades more shares per day than any other U. It includes information such as company history. The 10-K contains more detail than the annual report. the organization drafted a constitution and renamed itself the "New York Stock & Exchange Board". Anthony Stockholm was elected the Exchange's first president. as of December 31. On March 8. and is composed of five rooms used for the facilitation of trading. which was founded in 1971 by the National Association of Securities Dealers (NASD). The NYSE is operated by NYSE Euronext.
It is an American stock market. This name was shortened to its current form in 1863. market. organizational structure. the stock of which was listed on its own stock exchange in 2002. 2006. NYSE Group merged with Euronext. It is owned and operated by The Nasdaq Stock Market.0 trillion. with approximately 3. subsidiaries.
TERMINOLOGY 10-K A comprehensive summary report of a company's performance that must be submitted “ annually ” to the SEC.200 companies. earnings per share. when the Buttonwood Agreement was signed by twenty-four stock brokers outside of 68 Wall Street in New York under a buttonwood tree. holdings.S. The New York Stock Exchange trading floor is located at 11 Wall Street.
. NASDAQ is the largest electronic screen-based equity securities market in the United States. equity. which was formed by its merger with the fully electronic stock exchange Archipelago Holdings and Euronext. etc. Inc. It is a New York City-based stock exchange. 1817. It is the largest stock exchange in the world by dollar volume and it has a global capitalization of $25.
The New York Stock Exchange Also known as NYSE and "Big Board" The origin of the NYSE can be traced to May 17.
Also known as Form 8k
American Depositary Receipt . The form must be submitted on time.ADR A negotiable certificate issued by a U.
Canadian Regulatory Authority The Canadian Securities Administrators (CSA)
.S. ADRs are denominated in U.
A report of unscheduled material events or corporate changes at a company that could be of importance to the shareholders or the SEC. resignation of directors.S. It is exactly similar to the 10-K. and the information should be available to all interested parties. dollars ADRs are listed on either the NYSE. exchange. These reports are filed by Small Businesses. bankruptcy.
The 10-K must be filed within 60 (it used to be 90 days) days after the end of the fiscal year. Examples of events reported on an 8-K include acquisition.
10-KSB 10-Q A comprehensive report of a company's performance that must be submitted “ quarterly ” by all public companies to the Securities and Exchange Commission. or a change in the fiscal year.S. The 10-Q is due 35 days after each of the first three fiscal quarters. AMEX or Nasdaq. It discloses relevant information regarding their financial position. bank representing a specified number of shares (or one share) in a foreign stock that is traded on a U.
Securities regulators from each province and territory have teamed up to form the Canadian Securities Administrators. The 10 provinces and 3 territories in Canada are responsible for securities regulations. All CSA materials are available through your local securities regulator. The CSA helps avoid duplication of work and streamlines the regulatory process for companies seeking to raise investment capital and others working in the investment industry. The CSA provides a wide variety of educational materials on securities and investing. or CSA for short. The CSA also maintains electronic databases called SEDAR and SEDI. and these documents are accessible by the public. and searches of the database can be undertaken by company name. The System for Electronic Document Analysis and Retrieval (SEDAR) is a mandatory document filing and retrieval system for Canadian public companies. Through SEDAR registered filing agents and public companies file documents such as prospectuses. The purpose of this system is to streamlining the process and reducing the number of regulatory agencies a given company must deal with. and investing via the internet. available at www. mutual funds.sedi.
The Canadian Securities Administrators (CSA) is a forum for the 13 securities regulators of Canada's provinces and territories to coordinate and harmonize regulation of the Canadian capital markets.ca respectively. The SEDAR database contains hundreds of thousands of submissions in Adobe Acrobat format by public companies.sedar. document type or date. industry group.com and www. SEDAR is a central database containing public records of all companies publicly traded on the Canadian markets while SEDI is a database containing reports on securities holdings and trading for insiders of Canadian public companies. the CSA has developed a system of "mutual reliance" that designates one securities regulator as the lead agency when it comes to reviewing applications or disclosure documents from companies that report to more than one jurisdiction. It has produced brochures and booklets explaining various topics such as how to choose a financial adviser. financial statements and material change reports with the regulatory authorities.
. The CSA is primarily responsible for developing a harmonized approach to securities regulation across the country. In recent years.
the United States and other countries is represented on the exchange. 1861. Montreal's third-tallest building. James Burnett and Frank Bond created the Montreal Stock Exchange. twenty-four men gathered at the Masonic Hall to officially create the Toronto Stock Exchange. It is located in Montreal .Toronto Stock Exchange The Toronto Stock Exchange (TSX. Hartland St Clair MacDougall and George Campbell MacDougall. Canada. the exchange lists various exchange-traded funds. The exchange was formally incorporated by an act of the Legislative Assembly of Ontario in 1878. along with his brothers. A broad range of businesses from Canada. On October 25.Canadian Major Stock Exchanges TSX-. The shareholders voted Lorn MacDougall its first Chairman of the Governing Committee. income trusts and investment funds. Lorn MacDougall. Based in Toronto. formerly abbreviated TSE) It is the largest stock exchange in Canada and the fifth largest in the world by market capitalization. In 1872. The story of the first exchange in Canada began in 1832 as an informal stock exchange at the Exchange Coffee House in Montreal. In 1982 it changed its name and became the Montreal Exchange.
Montreal Exchange The Montreal Exchange (Bourse de Montréal. it is owned and operated by TSX Group (TSX: X) for the trading of senior equities. since 1965 in the Tour de la Bourse (Stock Exchange Tower). formerly Montreal Stock Exchange) It is a futures exchange that trades in derivatives such as futures contracts and options. In addition to conventional securities.
Chairman Clara Furse.1.
Annual Information Form Annual Report Financial Statements -MD & A
The United Kingdom Regulatory Authority Financial Services Authority The Financial Services Authority ("FSA") is an independent nondepartmental public body and quasi-judicial body that regulates the financial services industry in the United Kingdom. Its main office is based in Canary Wharf. 2. It was incorporated on 7 June 1985 under the name of The Securities and Investments Board Ltd (SIB) at the instigation of the UK chancellor of the exchequer. The FSA's Chairman and CEO are Callum McCarthy and John Tiner. with another office in Edinburgh. and maintains the Official list. the FSA has regulated mortgage business from 31 October 2004 and general insurance intermediaries from 14 January 2005. It is also referred to as the UK Listing Authority (UKLA). Gibson-Smith.
The United Kingdom’s Major Stock Exchanges LSE (London Stock Exchange) It was Founded 1801 and headquarters London. 3. insurance companies and financial advisers. It changed its name to the FSA on 28 October 1997 In addition to regulating banks. CEO
. London. England Key people Christopher S.
EURONEXT Euronext N. with many overseas listings as well as UK companies. in order to take advantage of the harmonization of the European Union financial markets.
AUSTRALIA Regulatory Authority Australian Securities and Investments Commission (ASIC) Australian Securities and Investments Commission (ASIC) is responsible for the administration of legislation regulating the financial system. replacing the National Companies and Securities Commission (NCSC) and the Corporate Affairs offices of the states and territories. In addition to equities and derivatives markets.V. 2000 in a merger of the Amsterdam Stock Exchange. the first global stock exchange. superannuation. Euronext was formed on September 22. Its current premises are situated in Paternoster Square close to St Paul's Cathedral.
.9 trillion. Euronext merged with NYSE Group to form NYSE Euronext. It regulates Australian companies. it began operation from 1 January 1991 as the Australian Securities Commission (ASC). Brussels Stock Exchange. financial services organisations and professionals who deal and advise in investments.
It is one of the largest stock exchanges in the world. making it the 5th largest exchange on the planet. It includes licensing of financial service providers in the financial products and services. and Paris Bourse. including the Corporations Act 2001. France. is a pan-European stock exchange based in Paris and with subsidiaries in Belgium. 2006 markets run by Euronext had a market capitalization of USD$2. Portugal and the United Kingdom. the Euronext group provides clearing and information services. financial markets. As of January 31. deposit taking and credit. Netherlands. including market operators and clearing and settlement facility providers. Established by the ASIC Act 1989. It became the Australian Securities and Investments Commission (ASIC) on 1 July 1998. insurance.
measured by its market capitalization. ASX group was created through the merger of the Australian Stock Exchange and the Sydney Futures Exchange.
On 1 July 1998 we became responsible for consumer protection in superannuation. vi. iv. Australian Securities Exchange. v. insurance. It involves in helping listed companies raise capital providing opportunities for investors to build their wealth enabling buyers and sellers to transact with confidence
HONG KONG Regulatory Authority The Securities and Futures Commission (SFC) is an independent nongovernmental statutory body responsible for regulating the securities and futures markets in Hong Kong. Dealing in securities Dealing in futures contracts Leveraged foreign exchange trading Advising on securities Advising on futures contracts Advising on corporate finance Providing automated trading services
. ii. Operates as one of the world’s top 10 listed exchange groups. credit. It regulates 1. from 2002. Licensed corporations and individuals carrying out the following regulated activities: i. deposit taking and.
Australia’s Major Stock Exchange ASX-Australian Stock Exchange ASX group operates under the brand. vii. iii.
Asset management 2. With a total market capitalization of over US$1. SEHK: 0388 is the stock exchange of Hong Kong. RBI and experts). SEBI has three functions rolled into one body: quasi-legislative. it conducts enquiries and enforcement action in its executive function and it passes rulings and orders in its judicial capacity. 7. quasijudicial and quasi-executive. 5. Securities margin financing ix.71 trillion as of January 2007. Damodaran The Board comprises whole time members and outside members (representing the finance ministry. 4. SEHK: 0388 (The Hong Kong Stock Exchange) The Hong Kong Stock Exchange abbreviated as HKEX . It is chaired by Mr.
. The Hong Kong Stock Exchange ranks sixth in the world by market capitalization of listed companies
INDIAN Regulatory Authority Securities and Exchange Board of India (SEBI) Securities and Exchange Board of India (SEBI) is a board (autonomous body) created by the Government of India in 1988 and given statutory form in 1992 with the SEBI Act 1992 with its head office at Mumbai. Investment products offered to the public Listed companies Hong Kong Exchanges and Clearing Limited (HKEx) Approved share registrars Investor Compensation Company Limited (ICC) All participants in trading activities
Hong Kong’s Major Stock Exchange HKEX .viii. It drafts rules in its legislative capacity. M. 3. 6. SEBI Securities and Exchange Board of India has a similar equivalent system which is called EDIFAR.
It is the largest stock exchange in India and the third largest in the world in terms of volume of transactions. the NSE VSAT terminals. it is among the five biggest stock exchanges in the world in terms of transactions volume.500. This project covers 6. The Bombay Stock Exchange was established in 1875. 2799 in total. Mumbai.000 companies registered in India and has been a huge success.7 trillion (US $ 999 billion). India. Indian government has made all companies to mandatorily file their returns and forms using e-portal. As of May 2007. insurance companies and other financial intermediaries in India but its ownership and management operate as separate entities. also called the "BSE 30". The Stock Exchange. banks. Mumbai.800 Indian companies listed with the stock exchange and has a significant trading volume. The BSE SENSEX (SENSitive indEX).
India’s Major Stock Exchanges BSE (Bombay Stock Exchange) The Bombay Stock Exchange Limited (formerly. cover more than 1500 cities across India.
NSE (National Stock Exchange of India) The National Stock Exchange of India Limited (NSE). the equity market capitalization of the companies listed on the BSE was about Rs. As of 2005. As of 2006. 40. NSE is mutually-owned by a set of leading financial institutions. There are around 4. is a widely used market index in India and Asia. is a Mumbaibased stock exchange. It is named. MCA 21 Project. It is located at Dalal Street. or BSE) is the oldest stock exchange in Asia. popularly called The Bombay Stock Exchange.
In a massive effort to digitize the e-filing.
774 crore INR making it the second-largest stock market in South Asia in terms of market-capitalization. while operations in the Derivatives. The National Stock Exchange of India was incorporated in November 1992 as a tax-paying company. NSE commenced operations in the Wholesale Debt Market (WDM) segment in June 1994. 1956.
.380. it was recognized as a stock exchange under the Securities Contracts (Regulation) Act.
In March 2006. In April 1993. The Capital Market (Equities) segment of the NSE commenced operations in November 1994. the NSE had a total market capitalization of 4.