Professional Documents
Culture Documents
SECURITY FINANCING
Security: A document; historically, a physical certificate but increasingly electronic, showing
that one owns a portion of a publicly-traded company or is owed a portion of a debt issue.
Securities are tradable.
Securities are broadly categorized into:
LOAN FINANCING
1. Short term loans
a. Trade credit
b. Loan from commercial banks
c. Public deposits
d. Loan from finance companies
i.
Leasing and hire purchase
ii.
Merchant banking
e. Accrual accounts
f. Indigenous bankers
g. Advances from customers
h. Miscellaneous sources eg loan from directors or sister concerns.
2. Long term loans from financial institutions, banks etc.
Short term loans:(a) Trade Credits:- form of short term source of finance, generally made available to the
buyer on an informal basis without creating any charge on assets. Trade credit
arrangements usually carry stipulations of allowing a cash discount to the buyer for
prompt payment.
(b) Commercial banks:- Banks provide following facilities to the customers
(1) Loans
(2) Cash Credits
(3) Hypothecation
(4) Pledge
(5) Overdrafts
(6) Bills discounted and purchase
(c) Public Deposits: - Public deposits are deposits of money accepted by companies in
India
from
the public for specified period ranging between 3 months and 36
months. These deposits are accepted within the limit and subject to terms prescribed
under Companies (Acceptance of Deposits) Rule, 1975.
(c) Business finance companies: - there are the companies established for providing short
term and medium term loans to firms known to them, Since these firms have limited
financial resources, their lending is also limited only to the firms which are of
medium and small size. Mainly provide finance for special purpose eg financing of
customer durables, financing of transport vehicles etc.
(d) Accrual accounting:- The most commonly accrual accounts are wages and taxes. In
both the cases the amount become due but not paid immediately. Usually the date is
fixed for the payment. Similarly the payment of tax is created out of the profit of the
company but the tax is paid only after the assessment is finalized. Thus the time lag
between the receipt of income and making payment for the expenditure incurred in
earning that income helps the business in meeting some of its short term financial
requirements.
(e) Advances from customers:- This is cost free source of finance, and really useful for
those businesses where it has become customary to receive advance payment from the
customers.
(f) Misc sources:- Loans from sister concerned, and other business units.
Long term sources of finance:- The term loans is used for both medium as well as long term
loans. Medium-term loans are for periods ranging from 1 to 5 years while long term finance
are for the period from 5 to 10 or 15 years.
LOAN SYNDICATION
It is the process of involving several different lenders (banks or financial institutions) in
providing various portions of a loan. Loan syndication most often occurs in situations where
a borrower requires a large sum of capital that may either be too much for a single lender to
provide, or may be outside the scope of a lender's risk exposure levels. Thus, multiple lenders
will work together to provide the borrower with the capital needed, at an appropriate rate
agreed upon by all the lenders.
Loan syndication is common in mergers, acquisitions and buyouts, where borrowers often
need very large sums of capital to complete a transaction, often more than a single lender is
able or willing to provide.
Methods of loan syndication
1. The borrower may approach or make an application to a lead financial institution
which in turn gets in touch with other financial institutions.
2. The borrower may approach merchant bank to arrange for a loan syndication for him.
Steps in loan syndication
1. Preparation of project report
2. Preparation of loan syndication application.
3. Selection of financial institutions for loan syndication.
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5.
6.
7.
BOOK BUILDING
Corporates may raise capital in the primary market by way of an initial public offer, rights
issue or private placement. An Initial Public Offer (IPO) is the selling of securities to the
public in the primary market. This Initial Public Offering can be made through the fixed price
method, book building method or a combination of both.
Book building is actually a price discovery method. It is the process by which an underwriter
attempts to determine at what price to offer an IPO based on demand from institutional
investors. An underwriter "builds a book" by accepting orders from fund managers indicating
the number of shares they desire and the price they are willing to pay.
The issue price is not determined in advance rather the issue price is determined after the bid
closure based on the demand generated from investors at various prices.
In this method, the company doesn't fix up a particular price for the shares, but instead gives
a
price
range,
e.g.
Rs
80-100.
When bidding for the shares, investors have to decide at which price they would like to bid
for the shares, for e.g. Rs 80, Rs 90 or Rs 100. They can bid for the shares at any price within
this
range.
Based on the demand and supply of the shares, the final price is fixed. The lowest price (Rs
80) is known as the floor price and the highest price (Rs 100) is known as cap price.
The price at which the shares are allotted is known as cut off price.
Process of Book Building
The entire process begins with the selection of the lead manager, an investment banker whose
job is to bring the issue to the public. The Issuer who is planning an offer nominates lead
merchant banker(s) as 'book runners'. The Issuer specifies the number of securities to be
issued and the price band for the bids. The Issuer also appoints syndicate members with
whom orders are to be placed by the investors. The syndicate members input the orders into
an 'electronic book'. This process is called 'bidding' and is similar to open auction. The book
normally remains open for a period of 5 days. Bids have to be entered within the specified
price band. Bids can be revised by the bidders before the book closes. On the close of the
book building period, the book runners evaluate the bids on the basis of the demand at
various price levels. The book runners and the Issuer decide the final price at which the
securities shall be issued.
Guidelines for Book Building
Rules governing Book building are covered in Chapter XI of the Securities and Exchange
Board of India (Disclosure and Investor Protection) Guidelines 2000. BSE's Book Building
System offers a book building platform through the Book Building software that runs on the
BSE Private network. This system is one of the largest electronic book building networks in
the world, spanning over 350 Indian cities through over 7000 Trader Work Stations via leased
lines, VSATs and Campus LANS.
PROJECT FINANCING
Definition of 'Project Finance' by the International Project Finance Association (IPFA) as the
following:
The financing of long-term infrastructure, industrial projects and public services based upon a
non-recourse or limited recourse financial structure where project debt and equity used to
finance the project are paid back from the cash flow generated by the project.
Project finance is especially attractive to the private sector because they can fund major
projects off balance sheet based on the cash flows of the project. The financiers usually have
little or no recourse to the non-project assets of the borrower.
Key characteristics of Project Financing
1. Financing of long term infrastructure and/or industrial projects using debt and equity.
2. Debt is typically repaid using cash flows generated from the operations of the project.
Limited recourse to project sponsors. ( Higher risk projects may require the
surety/guarantees of the project sponsors)
3. Debt is typically secured by projects assets, including revenue producing contracts.
First priority on project cash flows is given to the Lender.
Consent of the Lender is required to disburse any surplus cash flows to project
sponsors
Advantages of Project Financing
1.
2.
3.
4.
5.
6.
7.
8.
II.
III.
Features:
1.
2.
3.
4.
5.
6.
The maturity period of CDs issued by banks should not be less than 7 days and not
more than one year, from the date of issue. The FIs can issue CDs for a period not
less than 1 year and not exceeding 3 years from the date of issue.
CDs may be issued at a discount on face value. The issuing bank / FI is free to
determine the discount / coupon rate.
Banks have to maintain appropriate reserve requirements, i.e., cash reserve ratio
(CRR) and statutory liquidity ratio (SLR), on the issue price of the CDs.
7.
8.
These are a class of investment which allows international investors to own shares in foreign
companies where the foreign market is hard to access for the retail investor, and without
having to worry about foreign currencies and tax treatments. Global Depositary Receipts are
issued by international investments banks as certificates (the GDR) which represents the
foreign shares but which can be traded on the local stock exchange. For example a UK
investor may be able to buy shares in a Vietnamese company via a GDR issued by a UK
investment. The GDR will be denominated in GB Pounds and will be tradable on the London
Stock Exchange. The investment bank takes care of currency exchange, foreign taxes etc. and
pays dividends on the GDR in GB Pounds.
The concept originally started in the USA with the creation of American Depositary Receipts
which were created so that US retail investors could buy shares in a foreign company without
having to worry about foreign exchange, or foreign taxes.
Characteristics of GDRs:
1. It is an unsecured security
2. A fixed rate of interest is paid on it
3. It may be converted into number of shares
4. Interest and redemption price is public in foreign agency
5. It is listed and traded in the share market
Several international banks issue GDRs, such as JPMorgan Chase, Citigroup, Deutsche Bank,
The Bank of New York Mellon. GDRs are often listed in the Frankfurt Stock Exchange,
Luxembourg Stock Exchange and in the London Stock Exchange.
Main benefits of GDRs issuance to the company are:
1. increased visibility in the target markets, which usually garners increased research
coverage in the new markets;
2. a larger and more diverse shareholder base; and
3. The ability to raise more capital in international markets.
STOCK INVEST
Stock invest instrument was introduced by the govt. on the suggestion made by the SEBI. It is
an additional facility available to an investor for payment of shares application money against
the shares applied by him. It is like an account payee cheque where investors actually could
buy them from an issuing bank that was participating in a primary market issue. The money
remained in the investors account until the allotments were made and only then were the
investors' accounts debited. The stock invest scheme has been discontinued by SEBI w.e.f.
Nov5, 2003.
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DEPOSITORIES
Background
The earlier settlement system on Indian stock exchanges was very inefficient as it was unable
to take care of the transfer of securities in a quick/speedy manner. Since, the securities were
in the form of physical certificates; their quick movement was again difficult. This led to
settlement delays, theft, forgery, mutilation and bad deliveries and also to added costs.
To wipe out these problems, the Depositories Act 1996 was passed. It was formed with the
purpose of ensuring free transferability of securities with speed, accuracy & security.
On the simplest level, depository is used to refer to any place where something is deposited
for storage or security purposes. Depositories allow brokers and other financial companies to
deposit securities where book entry and other services can be performed, like clearance,
settlement and securities borrowing and lending.
(Book entry system is a system under which no physical transfer of securities takes place. In
case of change of ownership rights, securities do not change hands physically. To facilitate
the change of name/ownership rights, merely a book entry is passed. Since, the securities are
fungible; transfer becomes easier)
Comparison of a Depository with a Bank
Depositories
Banks
Assist
in
transfer
of
ownership without having to
handle securities
Facilitates
shares
Facilitates safekeeping of
money
safekeeping
of
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Risks that are associated with physical certificates such as bad delivery and fake
securities, theft mutilation, forgery are absent
Depositories in India
There are 2 depositories in India
Bank of India
Bank of Baroda
Kotak securities
Motilal Oswal
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Reliance Capital
UTI
Yes Bank
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4.
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FACTORING
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Flexible business can choose which invoices it wants to offer for sale.... and within
limits, when.
Business can receive credit reports on prospective customers,
Continuous monitoring of the credit status of current customers.
Unlimited source of operating cash it grows as sales grow
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