Professional Documents
Culture Documents
Lesson 6
Debt Market
LESSON OUTLINE
LEARNING OBJECTIVES
– Introduction
Debt Market are market for issuance, trading
– Debt Market Instruments and settlement of various types and features of
– Corporate Debenture fixed income securities.
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INTRODUCTION
Debt markets are markets for the issuance, trading and settlement of various types and features of fixed income
securities. Fixed income securities can be issued by any legal entity like central and state governments, public
bodies, statutory corporations, banks and institutions and corporate bodies.
The debt market in India comprises mainly of two segments viz., the Government securities market consisting of
Central and State Governments securities, Zero Coupon Bonds (ZCBs), Floating Rate Bonds (FRBs), T-Bills and
the corporate securities market consisting of FI bonds, PSU bonds, and Debentures/Corporate bonds. Government
securities form the major part of the market in terms of outstanding issues, market capitalization and trading value.
The trading of government securities on the Stock exchanges is currently through Negotiated Dealing System
using members of Bombay Stock Exchange (BSE) / National Stock Exchange (NSE) and these trades are
required to be reported to the exchange. The bulk of the corporate bonds, being privately placed, were, however,
not listed on the stock exchanges. Two Depositories, National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL) maintain records of holding of securities in a dematerialized form.
Records of holding of government securities for wholesale dealers like banks/Primary Dealers (PDs) and other
financial institutions are maintained by the RBI.
Negotiated Dealing System (NDS) is an electronic platform for facilitating dealing in Government Securities
and Money Market Instruments. NDS facilitates electronic submission of bids/application by members for
primary issuance of Government Securities by RBI through auction and floatation. It will provide an interface
to the Securities Settlement System.
RBI prescribes a minimum rating for issue of Commercial Paper, SEBI, which regulates CRAs, has stipulated
that ratings are compulsory for all public issues of Convertible debentures and the government has also stipulated
investments by Pension funds only in debt securities that have high ratings.
CORPORATE DEBENTURE
A Debenture is a debt security issued by a company, which offers to pay interest in lieu of the money borrowed
for a certain period. In essence it represents a loan taken by the issuer who pays an agreed rate of interest
during the lifetime of the instrument and repays the principal normally, unless otherwise agreed, on maturity.
These are long-term debt instruments issued by private sector companies, in denominations as low as ` 1000
and have maturities ranging between one and ten years. Debentures enable investors to reap the dual benefits
of adequate security and good returns. Unlike other fixed income instruments such as Fixed Deposits, Bank
Deposits, Debentures can be transferred from one party to another.
Debentures can be divided into different categories on the basis of convertibility of the instrument and Security.
The debentures issued on the basis of Security includes –
– Non-Convertible Debentures (NCDs)
– Partly Convertible Debentures (PCDs)
– Fully convertible Debentures (FCDs)
– Optionally Convertible Debentures (OCDs)
– Secured Debentures
– Unsecured Debentures
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Coupon Bonds
Coupon Bonds typically pay interest periodically at the pre specified rate of interest. The annual rate at which the
interest is paid is known as the coupon rate or simply the coupon. Interest is usually paid half-yearly though in
some cases it may be monthly, quarterly, annually or at some other periodicity. The dates on which the interest
payments are made, are known as the coupon due dates.
DERIVED INSTRUMENT
These instruments are not direct debt instruments. Instead they derive value from various debt instruments.
Mortgage bonds, Pass Through Certificates, Securitised Debt Instruments etc. fall under this category.
Mortgage Bonds
Mortgage backed bonds is a collateralized term-debt offering. Every issue of such bonds is backed by a pledged
collateral. Property that can be pledged as security for mortgage bonds is called eligible collateral. The terms of
these bonds are like the bonds floated in the capital market, semi-annual or quarterly payments of interest and
final bullet payment of principal.
Participation Certificates
These are strictly inter-bank instruments confined to the Scheduled Commercial Banks. This instrument is a
money market instrument with a tenure not exceeding 90 days. The interests on such participation certificate
are determined by the two contracting banks.
BENCHMARKED INSTRUMENTS
There are certain debt instruments wherein the fixed income earned is based on a benchmark. For instance, the
Floating Interest rate Bonds are benchmarked to either the LIBOR, MIBOR etc.
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Call Money
Call/Notice money is an amount borrowed or lent on demand for a very short period. If the period is more than
one day and upto 14 days it is called ‘Notice money’ otherwise the amount is known as Call money. No collateral
security is required to cover these transactions. The call market enables the banks and institutions to even out
their day to day deficits and surpluses of money. Commercial banks, Co-operative Banks and primary dealers
are allowed to borrow and lend in this market for adjusting their cash reserve requirements.
Treasury Bills
In the short term, the lowest risk category instruments are the treasury bills. RBI issues these at a prefixed dbt
and a fixed amount. These include 91-day T-bills, 182-Day T-bills, and 364-day T-bills.
The usual investors in these instruments are banks who invest not only to part their short-term surpluses. These
T-bills, which are issued at a discount, can be traded in the market. The transaction cost on T-bills is non-
existent and trading is considerably high in each bill, immediately after its issue and immediately before its
redemption.
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Inter-corporate Deposits
Apart from CPs, corporates have access to another market called the inter corporate deposits (ICD) market. An
ICD is an unsecured loan extended by one corporate to another. This market allows funds surplus corporates to
lend to other corporates. As the cost of funds for a corporate is much higher than a bank, the rates in this market
remain higher than those in the other markets.
Commercial Bills
Bills of exchange are negotiable instruments drawn by the seller of the goods on the buyer of the goods for the
value of the goods delivered. These bills are called trade bills. These trade bills are called commercial bills when
they are accepted by commercial banks.
Banks
Collectively all the banks put together are the largest investors in the debt market. They invest in all instruments
ranging from T-Bills, CPs and CDs to GOISECs, private sector debentures etc. Banks lend to corporate sector
directly by way of loans and advances and also invest in debentures issued by the private corporate sector and
in PSU bonds.
Insurance Companies
The second largest category of investors in the debt market are the insurance companies.
Provident funds
Provident funds are estimated to be the third largest investors in the debt market. Investment guidelines for
provident funds are being progressively liberalized and investment in private sector debentures is one step in this
direction.
Most of the provident funds are very safety oriented and tend to give much more weightage to investment in
government securities although they have been considerable investors in PSU bonds as well as state government
backed issues.
Mutual funds
Mutual funds represent an extremely important category of investors. World over, they have almost surpassed
banks as the largest direct collector of primary savings from retail investors and therefore as investors in the
wholesale debt market. Mutual funds include the Unit Trust of India, the mutual funds set up by nationalized
banks and insurance companies as well as the private sector mutual funds set up by corporates and overseas
mutual fund companies.
Trusts
Trusts include religious and charitable trusts as well as statutory trusts formed by the government and quasi
government bodies.
There are very few instruments in which trusts are allowed to invest. Most of the trusts invest in CDs of banks
and bonds of financial institutions and units of Unit Trust of India.
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Corporate Treasuries
Corporate Treasuries have become prominent investors only in the last few years. Treasuries could be either
those of the public sector units or private sector companies or any other government bodies or agencies. The
treasuries of PSUs as well as the governmental bodies are allowed to invest in papers issued by DFIs and
banks as well as GOISECs of various maturities. However the orientation of the investments is mostly in short-
term instruments or sometimes in extremely liquid long term instruments which can be sold immediately in the
markets.
In complete contrast to public sector treasuries, those in the private sector invest in CDs of banks and CPs of
other private sector companies, GOISECs as well as debentures of other private sector companies.
India does not allow capital account convertibility either to overseas investors or to domestic residents. Registered
FIIs are exception to this rule. FIIs have to be specifically and separately approved by SEBI for equity and debt.
Each FII is allocated a limit every year up to which it can invest in Indian debt securities. They are also free to
disinvest any of their holdings, at any point of time, without prior permission.
Retail Investors
Since January 2002, retail investors have been permitted to submit non-competitive bids at primary auction
through any bank or Primary Dealers (PDs).
Role of RBI
The Reserve Bank of India manages the public debt and issues new loans on behalf of the Union and the State
Governments under the powers derived from the Reserve Bank of India Act. It also undertakes cash and liquidity
management for the Government of India and State Governments and administers the scheme of Ways and
Means Advances (WMA).
Internal Debt Management Department of the RBI manages internal debt. This involves auctioning the Government
debt from time to time, introduction of new instruments, smoothening the maturity structure of debt, placing of
debt at market related rates and improving depth and liquidity of Government securities by developing active
secondary market for them. The Government Securities Act, 2006 governs the Government Debt Market.
The Reserve Bank of India is, therefore, the main regulator for the Money Market. Reserve Bank of India also
controls and regulates the G-Secs Market. Apart from its role as a regulator, it has to simultaneously fulfill
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several other important objectives viz. managing the borrowing program of the Government of India, controlling
inflation, ensuring adequate credit at reasonable costs to various sectors of the economy, managing the foreign
exchange reserves of the country and ensuring a stable currency environment.
RBI controls the issuance of new banking licenses to banks; the manner in which various scheduled banks raise
money from depositors; and deployment of money through its policies on CRR, SLR, priority sector lending,
export refinancing, guidelines on investment assets etc.
Another major area under the control of the RBI is the interest rate policy. Earlier, it used to strictly control
interest rates through a directed system of interest rates. Each type of lending activity was supposed to be
carried out at a pre-specified interest rate. Over the years RBI has moved slowly towards a regime of market
determined controls. RBI provides negotiated dealing system which is an electronic platform for facilitating
dealing in Government Securities and money market instruments.
Role of SEBI
The Securities and Exchange Board of India (SEBI) controls bond market and corporate debt market in cases
where entities raise money from public through public issues.
It regulates the manner in which such moneys are raised and ensure a fair play for the retail investor. The
issuers are required to make the retail investor aware, of the risks inherent in the investment, by way of disclosure.
Being regulator for the Mutual Funds in India SEBI regulates the entry of new mutual funds in the industry and
also the instruments in which mutual funds can invest.
Other Regulator
Apart from the two main regulators, the RBI and SEBI, there are several other regulators specific for different
classes of investors. The Central Provident Fund Commissioner and the Ministry of Labour regulate the Provident
Funds. Religious and Charitable trusts are regulated by some of the State governments of the states, in which
these trusts are located.
Credit Rating
An issuer can make an initial public offer of convertible debt instruments without making a prior public issue of its
equity shares and listing thereof, subject to the following conditions:
– No company can make a public issue or rights issue of convertible debt instruments unless credit rating
is obtained from one or more agencies i.e. credit rating is mandatory.
– The company is required to give the following details of credit ratings in case of a public issue or rights
issue of convertible debt instruments:
(a) The names of all the credit rating agencies from which credit rating including unaccepted rating has
been obtained for the issue of convertible debt instruments.
(b) All the credit ratings obtained during three years prior to the filing the offer document for any of the
issuer’s listed convertible debt instruments at the time of accessing the market through a convertible
debt instrument.
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Redemption
The issuer is required to redeem the convertible debt instruments in terms of the offer document.
Creation of Charge
If the issuer proposes to create a charge or security on its assets in respect of secured convertible debt instruments,
it is required to ensure that-
(i) such assets are sufficient to discharge the principal amount at all times;
(ii) such assets are free from any encumbrance;
(iii) where security is already created on such assets in favour of financial institutions or banks or the issue
of convertible debt instruments is proposed to be secured by creation of security on a leasehold land,
the consent of such financial institution, bank or lessor for a second or pari passu charge has been
obtained and submitted to the debenture trustee before the opening of the issue;
(iv) the security/asset cover is required to be arrived at after reduction of the liabilities having a first/prior
charge, in case the convertible debt instruments are secured by a second or subsequent charge.
However, the creation of fresh security and execution of fresh trust deed is not mandatory if the existing trust
deed or the security documents provide for continuance of the security till redemption of secured convertible
debt instruments.
Further, whether the issuer is required to create fresh security and to execute fresh trust deed or not is to be
decided by the debenture trustee.
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(d) credit rating has been obtained from at least one credit rating agency registered with the SEBI within a
period of six months prior to the due date of redemption and has been communicated to the holders of
the convertible debt instruments, before the roll over.
Restriction
An issuer can not issue convertible debt instruments for financing replenishment of funds or for providing loan to
or for acquiring shares of any person who is part of the same group or who is under the same management.
However, an issuer may issue fully convertible debt instruments for these purposes if the period of conversion of
such debt instruments is less than eighteen months from the date of issue of such debt instruments.
However, if the project is to be implemented in stages, the promoters’ contribution is required to be with respect
to total equity participation till the respective stage vis-à-vis the debt raised or proposed to be raised through the
public issue.
Auditor’s Certificate
The issuer is required to forward the details of utilisation of the funds raised through the convertible debt instruments
duly certified by the statutory auditors of the issuer, to the debenture trustees at the end of each half-year.
Conditions
A Company can not make any public issue of debt securities if –
1. The Company or the person in control, or its promoter, has been restrained or prohibited or debarred by
SEBI from accessing the securities market or dealing in securities and such direction or order is in force.
2. It has made an application to one or more recognized stock exchanges for listing of such securities
therein. If the application is made to more than one recognized stock exchanges, the issuer must choose
one of them which has nationwide trading terminals as the designated stock exchange.
3. It has obtained in-principle approval for listing of its debt securities.
4. Credit rating including the unaccepted ratings obtained from more than one credit rating agencies,
registered with SEBI shall be disclosed in the offer document.
5. The Company can not issue debt securities for providing loan to or acquisition of shares of any person
who is part of the same group or who is under the same management.
Appointment of Intermediaries
1. It shall enter into an arrangement with a depository registered with SEBI in accordance with the
Depositories Act, 1996 and regulations made there under.
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2. The Company should appoint one or more merchant bankers registered with SEBI at least one of whom
shall be a lead merchant banker.
3. The Company is required to appoint one or more debenture trustees in accordance with the provisions
of Section 71 of the Companies Act, 2013 and SEBI (Debenture Trustees) Regulations, 1993.
Filing
The Company shall file a draft offer document with the designated stock exchange through the lead merchant
banker and also forward a copy of the draft & final offer document to SEBI.
(i) whose public issued equity shares or debt securities are listed on recognized stock exchange for a
period of at least three years immediately preceding the issue and have been complying with the listing
agreement entered into between the issuer and the recognized stock exchanges where the said securities
of the issuer are listed;
(ii) having a net worth of at-least Rs.500 crore, as per the audited balance sheet of the preceding financial
year;
(iii) having consistent track record of distributable profit for the last three years;
(iv) securities issued under the shelf prospectus have been assigned a rating of not less than “AA-” category
or equivalent by a credit rating agency registered with SEBI;
(v) no regulatory action is pending against the company or its promoters or directors before the Board,
Reserve Bank of India or National Housing Bank;
(vi) the issuer has not defaulted in the repayment of deposits or interest payable thereon, redemption of
debentures or preference shares or payment of dividend to any shareholder, or repayment of any term
loan or interest payable thereon to any public financial institution or banking company, in the last three
financial years.
(2) The issuer filing a shelf prospectus shall file a copy of an information memorandum with the recognised stock
exchanges and SEBI, immediately on filing the same with the Registrar.
(3) The information memorandum shall contain the disclosures specified in Companies Act, 1956 or Companies
Act, 2013, whichever is applicable and rules made thereunder and shall include disclosures regarding summary
term sheet, material updations including revision in ratings, if any along with the rating rationale and financial
ratios specified in Schedule I, indicating the pre and post issue change.
(4) Not more than four issuances shall be made through a single shelf prospectus.
Mode of Disclosure
– The draft offer document shall be made public by posting it on the website of the designated stock
exchange for seeking public comments for a period of seven working days from the date of filing the
draft offer document with such exchange.
– The draft offer document can also be displayed on the website of the issuer, merchant bankers and the
stock exchanges where the debt securities are proposed to be listed.
– The draft and final offer document shall be displayed on the websites of stock exchanges and shall be
available for download in PDF / HTML formats.
– Where any person makes a request for a physical copy of the offer document, the same shall be
provided to him by the issuer or lead merchant banker.
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Advertisements
• The Company should make an advertisement in a national daily with wide circulation, on or before the
issue opening date and such advertisement, amongst other things must contain the disclosures specified
in these regulations.
• An Company should not issue an advertisement–
– which is misleading in material particular or which contains any information in a distorted manner or
which is manipulative or deceptive or extraneous matters.
– which contain a statement, promise or forecast which is untrue or misleading and the advertisement
shall be truthful, fair and clear.
– during the subscription period any reference to the issue of debt securities or be used for solicitation.
On-line Issuances
A Company proposing to issue debt securities to the public through the on-line system of the designated stock
exchange shall comply with the relevant applicable requirements as may be specified by SEBI.
Issue Price
A Company may determine the price of debt securities in consultation with the lead merchant banker and the
issue may be at fixed price or the price may be determined through book building process in accordance with
the procedure as may be specified by SEBI.
Minimum Subscription
The minimum subscription for public issue of debt securities shall be specified as 75% of the base issue size for
both NBFCs and Non NBFC issuers. Further, if the issuer does not receive minimum subscription of its base
issue size (75%), then the entire application monies shall be refunded within 12 days from the date of the
closure of the issue. In the event, there is a delay, by the issuer in making the aforesaid refund, then the issuer
shall refund the subscription amount along with interest at the rate of 15% per annum for the delayed period.
However, the issuers issuing tax-free bonds, as specified by CBDT, shall be exempted from the above proposed
minimum subscription limit.
Explanation: In any public issue of debt securities, the Base Issue size shall be minimum Rs 100 crores.
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Optional Underwriting
A public issue of debt securities may be underwritten by an underwriter registered with SEBI and in such a case
adequate disclosures regarding underwriting arrangement shall be disclosed in the offer document.
Trust Deed
A trust deed shall–
(1) be executed by the Company in favour of the debenture trustee within three months of the closure of the
issue.
(2) contain such clauses as may be prescribed under section 71 of the Companies Act, 2013 and those
mentioned in Schedule IV of SEBI (Debenture Trustees) Regulations, 1993.
(3) not contain a clause which has the effect of –
– limiting or extinguishing the obligations and liabilities of the debenture trustees or the issuer in
relation to any rights or interests of the investors.
– limiting or restricting or waiving the provisions of the Act, these regulations and circulars or guidelines
issued by SEBI.
– indemnifying the debenture trustees or the issuer for loss or damage caused by their act of negligence
or commission or omission.
Creation of Charge
(1) The proposal to create a charge or security, if any, in respect of secured debt securities shall be disclosed
in the offer document along with its implications.
(2) An undertaking from the Company is given in the offer document that the assets on which charge is
created are free from any encumbrances and if the assets are already charged to secure a debt, the
permissions or consent to create second or pari pasu charge on the assets of the issuer have been
obtained from the earlier creditor.
(3) The issue proceeds shall be kept in an escrow account until the documents for creation of security as
stated in the offer document, are executed.
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Mandatory Listing
(1) A Company desirous of making an offer of debt securities to public shall make an application for listing
to one or more recognized stock exchanges in terms of sub-section (1) of section 40 of the Companies
Act, 2013.
(2) It must comply with conditions of listing of such debt securities as specified in the Listing Agreement with
the stock exchange where such debt securities are sought to be listed.
(3) Where of the Company has disclosed the intention to seek listing of debt securities issued on private
placement basis, it shall forward the listing application along with the disclosures specified in Schedule
I to the recognized stock exchange within fifteen days from the date of allotment of such debt securities.
– The Company is not required to file disclosure document, while making subsequent private placement
of debt securities for a period of 180 days from the date of filing of the shelf disclosure document.
– However, while making any private placement under Shelf Disclosure Document, it shall file with the
concerned stock exchange updated disclosure document with respect to each tranche, containing details
of the private placement and material changes, if any, in the information provided in Shelf Disclosure
Document.
Continuous Listing
(1) All the Companies shall comply with the conditions of listing specified in the respective listing agreement
for debt securities while making public issues of debt securities or seeking listing of debt securities
issued on private placement basis.
(2) Each rating obtained by the company shall be periodically reviewed by the registered credit rating
agency and any revision in the rating shall be promptly disclosed by the Company to the stock exchange(s)
where the debt securities are listed.
(3) Any change in rating shall be promptly disseminated to investors and prospective investors in such
manner as the stock exchange may determine from time to time.
(4) Debenture trustee must disclose the information to the investors and the general public by issuing a
press release in any of the following events:
(a) default by the Company to pay interest on debt securities or redemption amount;
(b) failure to create a charge on the assets;
(c) revision of rating assigned to the debt securities.
Trading
(1) While issuing debt securities to the public or on a private placement basis, which are listed in recognized
stock exchanges, shall be traded and such trades shall be cleared and settled in recognized stock
exchanges it should satisfy the conditions as specified by SEBI.
(2) The trades of debt securities which have been made over the counter shall be reported on a recognized
stock exchange having a nationwide trading terminal or such other platform as may be specified by
SEBI.
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(3) SEBI may specify conditions for reporting of trades on the recognized stock exchange or other platform
Disclosure chart
Yes Public offering – Material disclosures from section 26 of Companies Act, 2013
– Sch I of the Regulations
– Simplified debt listing agreement.
SEBI (PUBLIC OFFER AND LISTING OF SECURITISED DEBT INSTRUMENTS) REGULATIONS, 2008
SEBI notified SEBI (Public Offer and Listing of Securitised Debt Instruments) Regulations, 2008 on May 26,
2008 taking into account the market needs, cost of the transactions, competition policy, the professional expertise
of credit rating agencies, disclosures and obligations of the parties involved in the transaction and the interest of
investors in such instruments. Salient features of the regulations are as follows: -
1. The special purpose distinct entity i.e. issuer shall be in the form of a trust; the trustees thereof will
require registration from SEBI. The registration granted to a trustee shall be permanent subject to
compliance with the provisions with the Securities Contract (Regulation) Rules (SCRR) and the said
regulations and payment of appropriate fees.
2. If a debenture trustee registered with SEBI or a securitization company or a asset reconstruction company
registered with Reserve Bank of India or National Housing Bank or the NABARD is the trustee of the
issuer no registration from SEBI to act as such shall be required.
3. The securitized debt instruments issued to public or listed on recognized stock exchange shall
acknowledge the beneficial interest of the investors in underlying debt or receivables assigned to the
issuer. The regulations provide flexibility in terms of pay through / pass through structures and do not
restrict any particular mode.
4. The assignment of assets to the issuer shall be a true sale. The debt or receivables assigned to the
issuer should be expected to generate identifiable cash flows for the purpose of servicing the instrument
and the originator should have valid enforceable interests in the assets and in cash flow of assets prior
to securitization.
5. Originator shall be an independent entity from the issuer and its trustees and the originator and its
associates shall not exercise any control over the issuer. However, the originator may be appointed as
a servicer. The issuer may appoint any other person as servicer in respect of any its schemes to co-
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ordinate with the obligors, manage the said pool and collection there from administer the cash flows of
asset pool, distribution to investors and reinvestments. The issuer shall not acquire any debt or receivables
from any originator who is part of the same group or which is under the same management as the
trustee. These regulations require strict segregation of assets of each scheme.
6. The issuer may offer securitised debt instruments to public for subscription through an offer document
containing disclosures of all relevant material facts including financials of the issuer, originator, quality of
the asset pool, disclosure of various kinds of risks, credit ratings including unaccepted ratings,
arrangements made for credit enhancement, liquidity facilities availed, underwriting of the issue etc.
apart from the routine disclosures relating to issue, offer period, application, etc.
7. Rating from at least two credit rating agencies is mandatory and all ratings including unaccepted ratings
shall be disclosed in the offer documents. The rating rationale should include reference to the quality of
the said pool and strengthen of cash flows, originator profile, payment structure, risks and concerns for
investors, etc.
8. The instrument shall be in dematerialized form.
9. The draft offer document shall be filed with SEBI at least 15 days before opening of the issue.
10. In case of public issuances listing will be mandatory. The instruments issued on private placement basis
may also be listed subject to the compliance of simplified provisions of the regulations. The securitised
debt instruments issued to the public or listed on a recognized stock exchange in accordance with these
regulations shall be freely transferable.
yearly financial results. (not applicable for Bank or NBFC Issuers registered with RBI or where
bonds are secured by a Government guarantee).”
II. Part B of the Debt Listing Agreement applicable to the Issue of Debt Securities where equity shares of
the Issuer are not listed on the Exchange.
“13. The Issuer agrees that it shall forward to the debenture trustee promptly, whether a request for the
same has been made or not:
(d) a half-yearly certificate regarding maintenance of 100% asset cover in respect of listed debt securities,
by either a practicing company secretary or a practicing chartered accountant, along with the half
yearly financial results. (not applicable for Bank or NBFC Issuers registered with RBI or where
bonds are secured by a Government guarantee)”.
Further Clause 22 of the Debt Listing Agreement requires the issuer to designate Company Secretary or any
other person as Compliance Officer responsible for ensuring compliance with the regulatory provisions applicable
to such issuance of debt securities, reporting to various authorities etc. The extract of the clause is as under:
“22. The Issuer agrees and undertakes to designate the Company Secretary or any other person as Compliance
Officer who
(a) shall be responsible for ensuring compliance with the regulatory provisions applicable to such
issuance of debt securities and report the same at the meeting of Board of Directors/ Council of
Issuer held subsequently;
(b) shall directly report to the Securities and Exchange Board of India, Stock Exchanges, Registrar of
Companies, etc., and investors on the implementation of various clauses, rules, regulations and
other directives of these authorities;
(c) shall be responsible for filing the information in the Corp Filing system or any other platform as may
be mandated by SEBI from time to time. The compliance officer and the Issuer shall ensure the
correctness and authenticity of the information filed in the system and that it is in conformity with
applicable laws and terms of the Listing Agreement;
(d) shall monitor the designated e-mail ID of the grievance redressal division which shall be exclusively
maintained for the purpose of registering complaints by investors. The company shall display the
email ID and other relevant details prominently on their websites and in the various materials /
pamphlets/ advertisement campaigns initiated by them for creating investor awareness.”
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10. The SPDE closes, transfers or fix a record date for purposes of payment of interest and payment of
redemption or repayment amount or for such other purposes and to give to the Exchange the notice in
advance of at least seven clear working days, or of as many days as the Exchange may from time to
time reasonably prescribe, stating the dates of closure of transfers and specifying the purpose or purposes
for which the transfers are to be closed.
11. The SPDE requires complying with such provisions as specified by the Exchange for clearing and
settlement of transactions in securitized debt instruments.
12. The SPDE agrees to comply with the provisions of the relevant Acts including the SEBI Act, 1992, SEBI
(Public Offer and Listing of Securitised Debt Instruments) Regulations, 2008, Securities Contracts
(Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957 and guidelines issued by
SEBI and also such other guidelines as may be issued from time to time by the Government, Reserve
Bank of India.
13. The SPDE is required to notify the Exchange of:
– any attachment or prohibitory orders restraining the SPDE from transferring securitized debt
instruments from the account of the registered holders and furnish to the Exchange particulars of
the numbers of securitized debt instruments so affected and the names of the registered holders
and their demat account details;
– any action which will result in the redemption, conversion, cancellation, retirement in whole or in
part of any securitized debt instruments;
– any action that would affect adversely payment of interest;
– any change in the form or nature of any of its securitized debt instruments or in the rights or privileges
of the holders ;
– any other change that would affect the rights and obligations of the holders;
– any expected default in timely payment of interest or redemption or repayment amount or both;
– any other information not in the public domain necessary to enable the holders to clarify its position
and to avoid the creation of a false market in such listed securities;
– the date of the meetings of its Trustees at which the recommendation or declaration of issue of
securitized debt instruments or any other matter affecting the rights or interests of holders is proposed
to be taken up, at least two days in advance;
– any changes in the General Character or nature of business / activities, disruption of operation due
to natural calamity, revision in ratings, etc.;
– delay/ default in Payment of Interest / Principal Amount to the investors for a period of more than
three months from the due date; and any other information having bearing on the operation/
performance of the SPDE as well as price sensitive information.
14. The SPDE is required to provide at the request of the investor or the Exchange, loan level information
without disclosing particulars of individual borrowers.
15. The SPDE is required to furnish statements on a monthly basis in the format specified within 7 days
from the end of the month/ actual payment date and where periodicity of the receivables is not monthly,
reporting should be made for such relevant periods.
16. The SPDE need to file the information, statements and reports, etc in such manner and format and
within such time as may be specified by SEBI or the stock exchange as may be applicable.
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Lesson 6 Debt Market 133
LESSON ROUND UP
– Debt markets are markets for the issuance, trading and settlement in fixed income securities of various
types and features. Fixed income securities can be issued by almost any legal entity like central and
state governments, public bodies, statutory corporations, banks and institutions and corporate bodies.
– The debt market in India comprises mainly of two segments viz., the Government securities market
consisting of Central and State Governments securities, Zero Coupon Bonds (ZCBs), Floating Rate
Bonds (FRBs), T-Bills and the corporate securities market consisting of FI bonds, PSU bonds, and
Debentures/Corporate bonds.
– Investors in debt market are the entities who invest in such fixed income instruments. The investors in
such instruments are generally Banks, Financial Institutions, Mutual Funds, Insurance companies,
Provident Funds etc.
– Primary dealers (PDs) act as underwriters in the primary market, and as market makers in the secondary
market. PDs underwrite a portion of the issue of government security that is floated for a pre-determined
amount.
– Brokers play an important role in secondary debt market by bringing together counterparties and
negotiating terms of the trade. It is through them that the trades are entered on the stock exchanges.
– The Reserve Bank of India is the main regulator for the Money Market. Reserve Bank of India also
controls and regulates the G-Secs Market. The Securities and Exchange Board of India (SEBI) controls
bond market and corporate debt market in cases where entities raise money from public through
public issues. Apart from the two main regulators, the RBI and SEBI, there are several other regulators
specific for different classes of investors.
GLOSSARY
Indenture Agreement between lender and borrower which details specific terms of the bond
issuance. Specifies legal obligations of bond issuer and rights of the bondholder.
Document spelling out the specific terms of a bond as well as the rights and
responsibilities of both the issuer of the security and the holder
Originator It means the assignor of debt or receivables to a special purpose distinct entity for the
purpose of securitisation.
Real Time Gross Concept designed to achieve sound risk management in the settlement of interbank
Settlement payments. Transactions are settled across accounts held at the Central Bank on a
(RTGS) continuous gross basis where settlement is immediate, final and irrevocable.
Special Purpose SPDE means a trust which acquires debt or receivables out of funds mobilized by it by
Distinct Entity issuance of securitised debt instruments through one or more schemes.
(SPDE)
Ways and Means It is a mechanism used by RBI under its credit policy to the State, banking with it to help
Advances (WMA) them to tide over temporary mismatches in the cash flow of their receipts and payment.
2. Explain roll over of non-convertible portion of partly convertible debt instruments under SEBI (ICDR)
Regulations, 2009.
3. Explain the Regulatory Framework of Debt Market in India.
4. Briefly discuss the role of Company Secretary as Compliance Officer in Listing of Debt Securities.
5. Give an overview of various debt market instruments in India.
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Lesson 7 Money Market 135
Lesson 7
Money Market
LESSON OUTLINE
LEARNING OBJECTIVES
– Introduction
The money market deals in the lending and
– Features of Money Market borrowing of short term finance varying from one
– Money Market vs. Capital Market year or less. The main credit instrument of the
money market are call money, treasury bills,
– Growth of Money Market
commercial bills, commercial papers and bills
– Structure and Institutional Development of exchange. Important institutions operating in
the m oney mark et are central bank s,
– Money Market Instruments
commercial banks, acceptance house, non-
– Treasury Bill banking financial institutions, bill brokers etc.
The money market meets the short-term credit
– Certificate of Deposits
needs of business, it provides working capital
– Inter-Corporate Deposits to the industrialists.
– Commercial Bills Keeping this in view in this lesson the basic
– Commercial Paper understanding of money market, its feature and
structures, various instruments available in the
– Factoring Agreement money market and difference between the
– Bill Rediscounting m oney m ark et and c apital m ark et are
explained.
– Lesson Round Up
– Glossary
– Self Test Questions
135
136 EP-CM&SL
INTRODUCTION
Money market is a very important segment of a financial system. Monetary assets of short-term nature up to one
year and financial assets that are close substitutes for money are dealt in the money market. Money market
instruments have the characteristics of liquidity (quick conversion into money), minimum transaction cost and
no loss in value. Excess funds are deployed in the money market, which in turn is availed of to meet temporary
shortages of cash and other obligations. Money market provides access to providers and users of short-term
funds to fulfill their investments and borrowings requirements respectively at an efficient market clearing price.
It performs the crucial role of providing an equilibrating mechanism to even out short-term liquidity, surpluses
and deficits and in the process, facilitates the conduct of monetary policy. The money market is one of the
primary mechanism through which the Central Bank influences liquidity and the general level of interest rates in
an economy. The Bank’s interventions to influence liquidity serve as a signaling-device for other segments of the
financial system.
The money market functions as a wholesale debt market for low-risk, highly liquid, short term instruments.
Funds are available in this market for periods ranging from a single day upto a year. Mostly government, banks
and financial institutions dominate this market. It is a formal financial market that deals with short-term fund
management.
Though there are a few types of players in money market, the role and the level of participation by each type of
player differs largely.
Government is an active player in the money market and in most of the economies; it constitutes the biggest
borrower in this market. Both, Government securities (G-secs) and Treasury bill (T-bill) is a security issued by
RBI on behalf of the Government of India to meet the latter’s borrowing for financing fiscal deficit. Apart from
functioning as a banker to the government, the central bank (RBI) also regulates the money market and issues
guidelines to govern the money market operations.
Another dominant player in the money market is the banking industry. Banks mobilize deposits of savers in
lending to investors of the economy. This process is known as credit creation. However, banks are not allowed
to lent out the entire amount for extending credit for investment. In order to promote certain prudential norms for
healthy banking practices, most of the developed economies require all commercial banks to maintain minimum
liquid and cash reserves in form of SLR and CRR framed under the policies of central banks. The banks are
required to ensure that these reserve requirements are met before directing deposits on their credit plans. If
banks fall short of these statutory reserve requirements, the deficit amount can be raised using the money
market.
Other institutional players like financial institutions, corporates, mutual funds (MFs), Foreign institutional investors
(FIIs) etc. also transact in money market to fulfill their respective short term finance deficits and short falls.
However, the degree of participation of these players depends largely on the regulations formulated by the
regulating authorities in an economy. For instance, the level of participation of the FIIs in the Indian money
market is restricted to investment in government securities only.
and exchange rate stability. The Central bank occupies a strategic position in the money market. The money
market can obtain funds from the central bank either by borrowing or through sale of securities. The bank
influences liquidity and interest rates by open market operations, REPO transactions changes in Bank Rate,
Cash Reserve Requirements and by regulating access to its accommodation. A well-developed money market
contributes to an effective implementation of the monetary policy. It provides:
1. A balancing mechanism for short-term surpluses and deficiencies.
2. A focal point of central bank intervention for influencing liquidity in the economy, and
3. A reasonable access to the users of short-term funds to meet their requirements at realistic/reasonable
price or cost.
MONEYMARKET
The Indian Money Market consists of two types of segments: an organized segment and an unorganized segment.
In the unorganized segment interest rates are much higher than that in the organized segment.
The organized segment consists of the Reserve Bank of India, State Bank of India with its associate Banks,
Public Sector Banks, Private Sector Commercial Banks including Foreign Banks, Regional Rural Banks, Non-
Scheduled Commercial Banks, apart from Non-banking Financial Intermediaries such as LIC, GIC etc.
Lesson 7 Money Market 139
The unorganized segment essentially consists of indigenous bankers, money lenders and other non-bank financial
intermediaries such as Chit Funds. For these institutions there is no clear cut demarcation between short-term
and long-term and between a genuine trade bill and mere financial accommodation. The share of the unorganized
sector in providing trade finance has greatly diminished after the Nationalization of Bank and expansion thereof
into the length and breadth of the country.
Money Market
RBI, SBI, Associate banks, Public Sector Banks, Indigenous bankers, Money Lenders, Non-
Private Sector Commercial Banks, Foreign banks, bank financial intermediaries such as chit
Regional Rural Banks, Non Schedule Commercial Banks, funds.
LIC, GIC, etc.
TREASURY BILLS
Treasury Bills are money market instruments issued by RBI to finance the short term requirements of the
Government of India. These are discounted securities and thus are issued at a discount to face value. The
return to the investor is the difference between the maturity value and issue price.
In the short term category of investment instruments, the treasury bill carry the lowets risk. RBI issues these at
a prefixed date and of a fixed amount.
Treasury Bills are very useful instruments to deploy short term surpluses depending upon the availability and
requirement. Even funds which are kept in current accounts can be deployed in treasury bills to maximise
returns. Banks do not pay any interest on fixed deposits of less than 15 days, or balances maintained in current
accounts, whereas treasury bills can be purchased for any number of days depending on the requirements. This
helps in deployment of idle funds for very short periods as well. Further, since every week there is a 91 days
treasury bills maturing and every fortnight a 364 days treasury bills maturing, one can purchase treasury bills of
different maturities as per requirements so as to match with the respective outflow of funds. At times when the
liquidity in the economy is tight, the returns on treasury bills are much higher as compared to bank deposits even
for longer term. Besides, better yields and availability for very short tenors, another important advantage of
treasury bills over bank deposits is that the surplus cash can be invested depending upon the staggered
requirements.
Example
Suppose party A has a surplus cash of ` 200 crore to be deployed in a project. However, it does not require the
funds at one go but requires them at different points of time as detailed below:
Funds Available as on 1.1.2014 ` 200 crore
Deployment in a project ` 200 crore
As per the requirements
06.1.2014 ` 50 crore
13.1.2014 ` 20 crore
140 EP-CM&SL
02.2.2014 ` 30 crore
08.2.2014 ` 100 crore
Out of the above funds and the requirement schedule, the party has following two options for effective cash
management of funds:
Option I
Invest the cash not required within 15 days in bank deposits
The party can invest a total of ` 130 crore only, since the balance ` 70 crores is required within the first 15 days.
Assuming a rate of return of 6% paid on bank deposits for a period of 31 to 45 days, the interest earned by the
company works out to ` 76 lacs approximately.
Option II
Invest in Treasury Bills of various maturities depending on the funds requirements
The party can invest the entire ` 200 crore in treasury bills as treasury bills of even less than 15 days maturity
are also available. The return to the party by this deal works out to around ` 125 lacs, assuming returns on
Treasury Bills in the range of 8% to 9% for the above periods.
There are four types of treasury bills :
(a) 14-day T bill
The Maturity is in 14 days. Its auction is on every Friday of every week. The notified amount for this auction is `
100 crores.
(b) 91-day T bill
The Maturity is in 91 days. Its auction is on every Friday of every week. The notified amount for this auction is `
100 crores.
(c) 182-day T bill
The Maturity is in 182 days. Its auction is on every alternate Wednesday (which is not a reporting week). The
notified amount for this auction is ` 100 crores.
The days to maturity of Treasury bill are 55 (October – 20 days, November – 30 days and December – 5
days)
YTM = (100-99.1489) x 365 x 100/(99.1489*55) = 5.70%
Similarly if the YTM is quoted by the seller, price can be calculated by inputting the price in above formula.
Primary Market
In the primary market, treasury bills are issued by auction technique.
Salient Features of the Auction Technique:
(a) The auction of treasury bills is done only at Reserve Bank of India, Mumbai.
(b) Bids are to be submitted on Negotiated Dealing System (NDS) by 2:30 PM on Wednesday. If Wednesday
happens to be a holiday then bids are to be submitted on previous day (Tuesday).
(c) Bids are submitted in terms of price per ` 100. For example, a bid for 91-day Treasury bill auction could
be for ` 97.50 for per unit of T-bill of face valuer of ` 100.
(d) Auction committee of Reserve Bank of India decides the cut-off price and results are announced on the
same day.
(e) Bids above the cut-off price receive full allotment; bids at cut-off price may receive full or partial allotment
and bids below the cut-off price are rejected.
Secondary Market
The participants can also trade T-bills held from primary market in the secondary market established for the
purpose. The major advantages of dealing in treasury bill secondary market are: Market related yields, ideal
matching for funds management particularly for short-term tenors of less than 15 days, Transparency in operations
as the transactions would be put through Reserve Bank of India’s SGL or Client’s Gilt account only, two way
quotes offered by primary dealers for purchase and sale of treasury bills and certainty in terms of availability,
entry and exit.
TYPES OF AUCTION
There are two types of auction for treasury bills:
– Multiple Price Based or French Auction: Under this method, all bids equal to or above the cut-off
price are accepted. However, the bidder has to obtain the treasury bills at the price quoted by him. This
method is followed in the case of 364 days treasury bills and is valid only for competitive bidders.
– Uniform Price Based or Dutch Auction: Under this system, all the bids equal to or above the cut-off
price are accepted at the cut- off level. However, unlike the Multiple Price based method, the bidder
obtains the treasury bills at the cut-off price and not the price quoted by him. This method is applicable
in the case of 91 days treasury bills only. The system of Dutch auction has been done away with by the
RBI w.e.f 08.12.2002 for the 91 day treasury T Bill.
CERTIFICATES OF DEPOSITS
Certificate of Deposits (CDs) is a negotiable money market instrument and issued in dematerialised form or as
Usance Promissory Note, for funds deposited at a bank or other eligible financial institution for a specified time
period. Guidelines for issue of CDs are presently governed by various directives issued by the Reserve Bank of
India, as amended from time to time.
ELIGIBILITY
CDs can be issued by:
(i) scheduled commercial banks excluding Regional Rural Banks (RRBs) and Local Area Banks (LABs); and
(ii) selected all-India Financial Institutions that have been permitted by RBI to raise short-term resources within
the umbrella limit fixed by RBI.
AGGREGATE AMOUNT
The amount of CDs allowed to be issued by:
(i) Banks: varying according to the requirements keeping in limits the CRR and SLR requirements as
stipulated by RBI.
(ii) Financial Institutions: may issue CDs within the overall umbrella limit fixed by RBI. As per the prevailing
guidelines issued by RBI, an FI can issue CDs together with other instruments viz., term money, term
deposits, commercial papers and inter corporate deposits, not exceeding 100 per cent of its net owned
funds, as per the latest audited balance sheet.
MATURITY
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.
DISCOUNT/COUPON RATE
CDs may be issued at a discount on face value. Banks/FIs are allowed to issue CDs on the basis of floating rate
basis provided the methodology of computing the floating rate is predefined objective in nature, transparent and
market based. The issuing bank/FI is free to determine the discount/coupon rate. The interest rate on floating
rate CDs would have to be reset periodically in accordance with a pre-determined formula that indicates the
spread over a transparent benchmark.
RESERVE REQUIREMENTS
Banks have to maintain the appropriate reserve requirements, i.e., cash reserve ratio (CRR) and statutory
liquidity ratio (SLR), on the issue price of the CDs.
TRANSFERABILITY
– Physical CDs are freely transferable by endorsement and delivery.
– Demat CDs can be transferred as per the procedure applicable to other demat securities.
144 EP-CM&SL
TRADES IN CDS
All OTC trades in CDs shall be reported within 15 minutes of the trade on the FIMMDA reporting platform.
FORMAT OF CDS
Banks/FIs should issue CDs only in the dematerialised form. However, according to the Depositories Act, 1996,
investors have the option to seek certificate in physical form. Accordingly, if the investor insists on physical
certificate, the bank/FI may inform to Monetary Policy Department, Reserve Bank of India about such instances
separately. Further, issuance of CD will attract stamp duty. There will be no grace period for repayment of
CDs. If the maturity date happens to be holiday, the issuing bank should make payment on the immediate
preceding working day. Banks/FIs may, therefore, so fix the period of deposit that the maturity date does not
coincide with a holiday to avoid loss of discount / interest rate.
SECURITY ASPECT
Since physical CDs are freely transferable by endorsement and delivery, it will be necessary for banks to see
that the certificates are printed on good quality security paper and necessary precautions are taken to guard
against tempering with the document. They should be signed by two or more authorized signatories.
PAYMENT OF CERTIFICATE
Since CDs are transferable, the physical certificate may be presented for payment by the last holder. The
question of liability on account of any defect in the chain of endorsements may arise. It is, therefore, desirable
that banks take necessary precautions and make payment only by a crossed cheque. Those who deal in these
CDs may also be suitably cautioned. The holders of dematted CDs will approach their respective depository
participants (DPs) and have to give transfer/delivery instructions to transfer the demat security represented by
the specific ISIN to the ‘CD Redemption Account’ maintained by the issuer. The holder should also communicate
to the issuer by a letter/fax enclosing the copy of the delivery instruction it had given to its DP and intimate the
place at which the payment is requested to facilitate prompt payment. Upon receipt of the demat credit of CDs in
the “CD Redemption Account”, the issuer, on maturity date, would arrange to repay to holder/transferor by way
of Banker’s cheque/high value cheque, etc.
ACCOUNTING
Banks/FIs may account the issue price under the Head “CDs issued” and show it under deposits. Accounting
entries towards discount will be made as in the case of “cash certificates”. Banks/FIs should maintain a register
of CDs issued with complete particulars.
Lesson 7 Money Market 145
INTER-CORPORATE DEPOSITS
Apart from CDs, corporates also have access to another market called the Inter Corporate Deposits (ICD)
market. An ICD is an unsecured loan extended by one corporate to another. Existing mainly as a refuge for low
rated corporates, this market allows corporates with surplus funds to lend to other corporates facing shortage of
funds. Another aspect of this market is that the better-rated corporates can borrow from the banking system and
lend in this market to make speculative profits. As the cost of funds for a corporate in much higher than that of a
bank, thus, the rates in this market are higher than those in the other markets. ICDs are unsecured, and hence
the risk inherent is high. The ICD market is an unorganised market with very less information available publicly
about transaction details.
COMMERCIAL BILLS
Commercial bills are basically negotiable instruments accepted by buyers for goods or services obtained by
them on credit. Such bills being bills of exchange can be kept upto the due maturity date and encashed by the
seller or may be endorsed to a third party in payment of dues owing to the latter. The most common practice is
that the seller who gets the accepted bills of exchange discounts it with the Bank or financial institution or a bill
discounting house and collects the money (less the interest charged for the discounting).
The volume of bills both inland and foreign, which are discounted accounted, forms a substantial part of the total
scheduled commercial bank credit. Over the years this is coming down. The Reserve Bank has been attempting
to develop a market for commercial bills. The bill market scheme was introduced in 1942 and a new scheme
called Bill Rediscount Scheme with several new features was introduced in November, 1970. Under the latter
scheme the RBI rediscount bills at the bank rates or at rates specified by it at its discretion. Since the rediscounting
facility has been made restrictive, it is generally available on a discretionary basis.
The difficulties which stand in the way of bill market development are, the incidence of stamp duty, shortage of
stamp paper, reluctance of buyers to accept bills, predominance of cash credit system of lending and the
administrative work involved in handling documents of title to goods. To be freely negotiable and marketable, the
bills should be first class bills i.e. those accepted by companies having good reputation. Alternatively, the bills
accepted by companies should be co-accepted by banks as a kind of guarantee. In the absence of these
criteria, bill market has not developed in India as the volume of first class bills is very small.
COMMERCIAL PAPER
Commercial Paper (CP) is an unsecured money market instrument issued in the form of a promissory note. CP,
as a privately placed instrument, was introduced in India in 1990 with a view to enable highly rated corporate
borrowers to diversify their sources of short-term borrowings and to provide an additional instrument to investors.
Subsequently, primary dealers (PDs), and all-India financial institutions were also permitted to issue CP to
enable them to meet their short-term funding requirements for their operations. The Guidelines for issue of CP
are presently governed by various directives issued by the Reserve Bank of India, as amended from time to
time.
The guidelines for issue of CP are given below:
Eligible issuers of CP
Companies, PDs and financial institutions (FIs) are permitted to raise short-term resources under the umbrella
limit fixed by the Reserve Bank of India (RBI) are eligible to issue CP.
A company would be eligible to issue CP provided:
(a) the tangible net worth of the company, as per the latest audited balance sheet, is not less than
` 4 crore;
146 EP-CM&SL
(b) the company has been sanctioned working capital limit by bank/s or FIs; and
(c) the borrowal account of the company is classified as a Standard Asset by the financing bank/
institution.
Rating Requirements
All eligible participants shall obtain credit rating for issuance of CP from any one of the SEBI registered Credit
Rating Agencies.
The minimum credit rating shall be ‘A3’ [as per rating symbol and definition prescribed by Securities and Exchange
Board of India (SEBI)]. The issuers shall ensure at the time of issuance of the CP that the rating so obtained is
current and has not fallen due for review.
Maturity
CP can be issued for maturities between a minimum of 7 days and a maximum of up to one year from the date of
issue. The maturity date of the CP should not go beyond the date up to which the credit rating of the issuer is valid.
Denominations
CP can be issued in denominations of ` 5 lakh and multiples thereof. The amount invested by a single investor
should not be less than ` 5 lakh (face value).
Investment in CP
CP may be issued to individuals, banking companies, other corporate bodies (registered or incorporated
in India) and unincorporated bodies, Non-Resident Indians and Foreign Institutional Investors (FIIs).
However, investment by FIIs would be within the limits set for them by SEBI.
Trading in CP
All OTC trades in CP shall be reported within 15 minutes of the trade to the Fixed Income Money Market and
Derivatives Association of India (FIMMDA) reporting platform.
Mode of Issuance
CP can be issued either in the form of a promissory note and held in physical form or in a dematerialised form
Lesson 7 Money Market 147
through any of the depositories approved by and registered with SEBI. Provided all RBI regulated entities can
deal in and hold CP only in dematerialised form through such depositories. CP will be issued at a discount to
face value as may be determined by the issuer. No issuer shall have the issue of CP underwritten or co-
accepted.
Payment of CP
The initial investor in CP shall pay the discounted value of the CP by means of a crossed account payee
cheque to the account of the issuer through IPA. On maturity of CP, when CP is held in physical form, the
holder of CP shall present the instrument for payment to the issuer through the IPA. However, when CP is held
in demat form, the holder of CP will have to get it redeemed through the depository and receive payment from
the IPA.
(ii) The CRAs would henceforth have the discretion to determine the validity period of the rating depending
upon its perception about the strength of the issuer. Accordingly, they shall, at the time of rating, clearly
indicate the date when the rating is due for review.
(iii) The CRAs would have to closely monitor the rating assigned to issuers vis-à-vis their track record at
regular intervals and would be required to make their revision in the ratings public through their publications
and website
FACTORING
Factoring is a financial transaction where an entity sells its receivables to a third party called a ‘factor’, at
discounted prices. Factoring is a financial option for the management of receivables. In simple definition it is the
conversion of credit sales into cash. In factoring, a financial institution (factor) buys the accounts receivable of a
company (Client) and pays up to 80%(rarely up to 90%) of the amount immediately on formation of agreement.
Factoring company pays the remaining amount (Balance 20%-finance cost-operating cost) to the client when
the customer pays the debt. Collection of debt from the customer is done either by the factor or the client
depending upon the type of factoring. The account receivable in factoring can either be for a product or service.
Examples : factoring against goods purchased, factoring for construction services (usually for government
contracts where the government body is capable of paying back the debt in the stipulated period of factoring.
Contractors submit invoices to get cash instantly), factoring against medical insurance etc.
PARTIES IN FACTORING
The factoring transaction involves three parties:
– The Seller, who has produced the goods/services and raised the invoice.
– The Buyer, the consumer of goods/services and the party to pay.
– The Factor, the financial institution that advances the portion of funds to the seller.
FACTORING PROCESS
The steps involved in factoring are listed below:
– The seller interacts with the funding specialist/broker and explains the funding needs.
– The broker prepares a preliminary client profile form and submits to the appropriate funder for
consideration.
– Once both parties agree that factoring is possible, the broker puts the seller in direct contact with the
funder to ask/answer any additional questions and to negotiate a customized factoring agreement,
which will meet the needs of all concerned.
– At this point, the seller may be asked to remit a fee with formal application to cover the legal research
costs, which will be incurred during "due diligence". This is the process by which the buyer’s credit
worthiness is evaluated through background checks, using national database services.
– During the next several days, the funder completes the "due diligence" process on the seller, further
verifies invoices and acknowledges any liens, UCC filings, judgments or other recorded encumbrances
on the seller’s accounts receivables.
– The seller is advised of the facility and is asked to advise the buyers of the Factor by letter and submit
an acknowledged copy of the same to the Factor for records.
– A detailed sanction letter is given to the seller and their acceptance on the same taken, with the required
signatories. (Authorized signatories would be mentioned in the “Signing Authorities” section of the Proposal
presented by seller).
Lesson 7 Money Market 149
Credit sale of
goods
CUSTOMER CLIENT
Invoice
Pays the
balance
Pays the amount (In recourse
type customer pays through Submit invoice
client) copy
Payment Up to
80% initially
FACTOR
TYPES OF FACTORING
Factoring
Undisclosed Factoring
Under this type of factoring, the customer is not informed of the factoring arrangement. The firm may collect
dues from the customer on its own or instruct to make remit once at some other address.
Invoice Discounting
Under this type of factoring the bank provide an advance to the company against the account receivables and in
turn charges interest rate from the company for the payment which bank has given to the company.
BILLS REDISCOUNTING
Bill redisounting means the rediscounting of trade bills, which have already been purchased by/discounted with
the bank by the customers. These trade bills arise out of supply of goods/services. Bill rediscounting is a money
market instrument where the bank buys the bill (i.e. Bill of Exchange or Promissory Note) before it is due and
credits the value of the bill after a discount charge to the customer’s account. Now, the bank which has discounted
the bill may require getting it ‘rediscounted’ with some other bank to get the fund.
Features
– The banks normally rediscount the bills that have already been discounted with them or raise usance
promissory notes in convenient lots and maturities and rediscount them.
– Rediscount of bills should be for a minimum period of 15 days and for a maximum period of 90 days.
– Discount is calculated on Actual/365 day basis.
– The amount payable to the borrower is the principal amount less the discount/interest.
– While discounting a bill, the amount of discount is to be deducted at the time the bill is issued.
– The discount is rounded off to the nearest rupee.
– On maturity the borrower would repay the principal amount.
LESSON ROUND UP
– Money market is a very important segment of the Indian financial system. It is the market for dealing
in monetary assets of short-term nature.
– There are a large number of participants in the money market: commercial banks, mutual funds,
investment institutions, financial institutions and the Regulatory Authority.
– The money market possesses different operational features as compared to capital market. It deals with
raising and deployment of funds for short duration while the capital market deals with long-term funding.
– The money market operates as a wholesale market and has a number of inter- related sub-markets
such as the call market, the bill market, the treasury bill market, the commercial paper market, the
certificate of deposits market etc.
– Money market instruments mainly include Government securities, securities issued by Banking sector
and securities issued by private sector.
– Treasury Bills are money market instruments to finance the short term requirements of the Government
of India.
– Certificates of Deposit (CDs) is a negotiable money market instrument and is issued in dematerialised
form or as a Usance Promissory Note, for funds deposited at a bank or other eligible financial institution
for a specified time period.
152 EP-CM&SL
– Commercial bills are basically negotiable instruments accepted by buyers for goods or services
obtained by them on credit.
– Commercial Paper (CP) is an unsecured money market instrument issued in the form of a promissory
note. CP, as a privately placed instrument, was introduced in India in 1990 with a view to enabling
highly rated corporate borrowers to diversify their sources of short-term borrowings and to provide an
additional instrument to investors.
– Factoring is a financed transaction where an entity sells its receivables to a third parties called a
factor, at discounted prices.
GLOSSARY
CRR Cash reserve ratio is the cash parked by the banks in their specified current
account maintained with RBI.
DFHI The Discount and Finance House of India Limited(DFHI) has been set up by the
Reserve bank of India jointly with public sector banks and all India Financial
Institutions to deal in short term money market instruments.
FIMMDA The Fixed Income Money Market and Derivatives Association of India (FIMMDA),
an association of Scheduled Commercial Banks, Public Financial Institutions,
Primary Dealers and Insurance Companies was incorporated as a Company under
section 25 of the Companies Act, 1956 on June 3rd, 1998. FIMMDA is a voluntary
market body for the bond, money and derivatives markets.
Negotiated Dealing An electronic trading platform, operated by the Reserve Bank of India, used to
System (NDS) facilitate the exchange of government securities and other money market
instruments. The negotiated dealing system will also be responsible for hosting
new issues of government securities.
Online Returns It is a single window return submission system for submission of certain important
FilingSystem returns by Commercial Bank to the Reserve Bank of India
(ORFS)
Repo rate The rate at which the RBI lends money to commercial banks is called repo rate. It
is an instrument of monetary policy. Whenever banks have any shortage of funds
they can borrow from the RBI.
SLR Statutory liquidity ratio is in the form of cash (book value), gold (current market
value) and balances in unencumbered approved securities.
Yield to maturity The Yield to maturity (YTM) is the yield promised to the bondholder on the
(YTM) assumption that the bond will be held to maturity and coupon payments will be
reinvested at the YTM. It is a measure of the return of the bond.
4. Discuss the role and responsibilities of issuer, issuing and paying agent and credit rating
agency in issuance of commercial paper.
5. Discuss various types of factoring.
6. What is Bill- rediscounting?