A real or virtual document representing a legal agreement involving some sort of monetary value. These financial instruments are tradable assets used for generating funds for companies, corporations and sometimes national governments. These are used by the investors to make a profit out of their respective markets and enable channelizing funds from surplus units to deficit units.
Capital
Market Instruments
Meaning
A real or virtual document
representing a legal agreement involving some sort of monetary value. These
financial instruments are tradable assets used for generating funds for
companies, corporations and sometimes national governments. These are used by
the investors to make a profit out of their respective markets and enable
channelizing funds from surplus units to deficit units.
It is an easily tradable
package of capital. These instruments can be classified generally as equity
based, representing ownership of the asset, or debt based, representing a loan
made by an investor to the owner of the asset. Foreign exchange instruments
comprise a third, unique type of instrument. Different subcategories of each
instrument type exist, such as preferred share equity and common share equity
Classification of Capital Market Instruments
There are number of Capital
market instruments used in the Capital market. Basically these instruments are
classified into three categories. These are
Pure Instrument: Equity shares, Preference shares and debenture or bonds which are issued with the basic
characteristics without mixing the instruments are called Pure Instrument.
Hybrid Instrument: Those instruments which are created by
combining the features of equity
with bond, preference or equity shares are called as Hybrid Instrument. This is
created in order to fulfill the needs of investors. For example: Convertible
Preference Shares, Partial convertible debentures etc.
Derivative: are those instruments whose value is determined from the reference
of other financial instruments. For example: future and option.
Various
Types Capital Market Instruments
Equity
A stock or any other security
representing an ownership interest.
On a company’s balance sheet,
the amount of the funds contributed by the owners (the stockholders) plus the
retained earnings (or losses).
In the context of margin
trading, the value of securities in a margin account minus what has been
borrowed from the brokerage.
In the context of real
estate, the difference between the current market value of the property and the
amount the owner still owes on the mortgage. It is the amount that the owner
would receive after selling a property and paying off the mortgage.
In terms of investment
strategies, equity (stocks) is one of the principal asset classes. The other
two are fixed-income (bonds) and cash/cash-equivalents. These are used in asset
allocation planning to structure a desired risk and return profile for an
investor’s portfolio.
Preference shares: Sec. 85(1) of the Companies Act defines
preference shares as those shares
which carry preferential rights as the payment of dividend at a fixed rate and
as to repayment of capital in case of winding up of the company. Thus, both the
preferential rights include (a) preference in payment of dividend and (b)
preference in repayment of capital in case of winding up of the company, must
attach to preference shares.
Cumulative Preference Shares: are those preference shares which gets dividend in first claim as and when dividends
are declared. If the company is not earned profit, then the dividend get
accumulated and whenever company earns profit the shareholder will get all the
accumulated dividend.
Non – Cumulative Preference Shares: are those preference shares
which do not accumulate the profit if the company has not earned the
profit. As and when the company declare dividend then only it goes to non-
cumulative preference shares.
Convertible Preference Shares: If the
Preference Share holders have termed in issue of shares that they can convert the preference shares into equity
shares. These type of convertible shares are called as Convertible Preference
Shares. Preference shares are convertible
because to get various rights like voting rights, bonus issue and higher
dividend. So for these issues, companies
issue these shares with premium.
Redeemable Preference Shares: When the preference shares are issued with the stipulation that these shares are to
be redeemed after a certain period of time, then such preference shares are
known as redeemable preference shares. If a company collects the money through
redeemable preference shares, this money must be returned on its maturity
whether company is liquidated or not. These shares are issued only to raise the
capital for temporary period.
Irredeemable Preference Shares: are
those shares which are issued with the terms that shares will be not redeemed for indefinite period except
certain instances like winding up.
Participating Preference Shares: If a company earns profit then it gets
distributed to preference
shareholders, equity shareholders etc. But after that also profit is left, then
such profit can again distribute as dividend to participating preference
shareholder as well as company can also issue bonus shares.
Debentures: includes stocks, bonds etc which are issued by the company as a
cer-tificate of indebtness. For the issue of debentures, date of the repayment
of principle and interest is decided. It is created on the charge of
undertaking of assets of the company. If the company is not able to make the
payment on the time, so the inves-tors can redeem the debentures by undertaking
the assets or from the sale of assets.
Unsecured debentures: are those debentures which are not secured from
the asset for the repayment of
principle and interest.
Secured debentures: are those debentures which are secured by
registered asset of the company.
Secured Premium Notes: SPN is a secured debenture redeemable at premium issued along with a detachable
warrant, redeemable after a notice period, say four to seven years. The
warrants attached to SPN gives the holder the right to apply and get allotted
equity shares; provided the SPN is fully paid.
There is a lock-in period for
SPN during which no interest will be paid for an invested amount. The SPN
holder has an option to sell back the SPN to the company at par value after the
lock in period. If the holder exercises this option, no interest/ premium will
be paid on redemption. In case the SPN holder holds it further, the holder will
be repaid the principal amount along with the additional amount of interest/
premium on redemption in installments as decided by the company. The conversion
of detachable warrants into equity shares will have to be done within the time
limit notified by the company
Redeemable debentures: are those debentures which are redeemable after
a certain period or on their expiry
date.
Perpetual debentures: are those debentures which are issued for the
redemption on any specific event
like winding up which may happen for any indefinite period.
Bearer debentures: are the debentures payable to
bearer and also transferrable and the name of the holder will not be registered in the books of the
company. SO whoever is the holder can bear the principle and interest as on
due.
Equity shares with detachable warrants: are those warrants whose
holder apply for a specific numbers
of shares on appointed date at a pre- determined price. These warrants are
separately registered with stock exchange and also traded separately. In Indian
Market, Reliance applies on such warrants.
Sweat Equity Shares: are shares allotted to employees o companies,
as rewards, free of cost or at a
price which is considerable below the ruling market price. It is given as a
reward for performance to further encourage them to put in their best in the
organization. Under the Companies act, 1956, sweat equity shares means equity
shares issued by a company to its employees or directors at a discounts or for
consideration other than cash for providing know how or making available rights
in the nature of intellectual property rights. Such issue may be made only if
it is authorized by a special resolution passed by the company in the general
meeting specifying the number of shares to be issued, class of the employees or
directors to whom such shares are to be issued, the consideration and the
current market price of the equity shares. Sweat equity shares can be issued if
more than one year has elapsed from the commencement of the business. All
limitations, restriction and provisions relating to equity shares shall be
applicable to such sweat equity shares.
Deep discount bonds: A bond that sells at a significant discount
from par value and has no coupon rate
or lower coupon rate than the prevailing rates of fixed-income securities with
a similar risk profile. They are designed to meet the long term funds
requirements of the issuer and investors who are not looking for immediate
return and can be sold with a long maturity of 25-30 years at a deep discount
on the face value of debentures.
Equity shares with detachable warrants: A warrant is a security
issued by company entitling the
holder to buy a given number of shares of stock at a stipulated price during a
specified period. These warrants are separately registered with the stock
exchanges and traded separately. Warrants are frequently attached to bonds or
preferred stock as a sweetener, allowing the issuer to pay lower interest rates
or dividends.
Fully convertible debentures with interest: This is a debt instrument
that is fully converted over a
specified period into equity shares. The conversion can be in one or several
phases. When the instrument is a pure debt instrument, interest is paid to the
investor. After conversion, interest payments cease on the portion that is
converted. If project finance is raised through an FCD issue, the investor can
earn interest even when the project is under implementation. Once the project
is operational, the investor can participate in the profits through share price
appreciation and dividend payments.
EQUIPREF: They are fully convertible cumulative preference shares. This instrument is divided into 2 parts
namely Part A& Part B. Part A is convertible into equity shares automatically
/compulsorily on date of allotment without any application by the allottee.
Part B is redeemed at par or converted into equity after a lock in period at
the option of the investor, at a price 30% lower than the average market price.
Tracking stocks: A tracking stock is a security issued by a parent company to
track the results of one of its
subsidiaries or lines of business; without having claim on the assets of the
division or the parent company. It is also known as “designer stock”. When a parent
company issues a tracking stock, all revenues and expenses of the applicable
division are separated from the parent company’s financial statements and bound
to the tracking stock. Oftentimes, this is done to separate a subsidiary’s
high-growth division from a larger parent company that is presenting losses.
The parent company and its shareholders, however, still control the operations
of the subsidiary.
Disaster bonds: Also known as Catastrophe or CAT Bonds, Disaster Bond is a high-yield debt instrument that is
usually insurance linked and meant to raise money in case of a catastrophe. It
has a special condition that states that if the issuer (insurance or
Reinsurance Company) suffers a loss from a particular pre-defined catastrophe,
then the issuer’s obligation to pay interest and/or repay the principal is
either deferred or completely forgiven.
Mortgage backed securities (MBS): MBS is a type of asset-backed security,
basically a debt obligation that
represents a claim on the cash flows from mortgage loans, most commonly on
residential property. Mortgage backed securities represent claims and derive
their ultimate values from the principal and payments on the loans in the pool.
These payments can be further broken down into different classes of securities,
depending on the riskiness of different mortgages as they are classified under
the MBS.
Global depository receipts/ American depository receipts: A negotiable certificate held in the bank of one country
(depository) representing a specific number of shares of a stock traded on an
exchange of another country. GDR facilitate trade of shares, and are commonly
used to invest in companies from developing or emerging markets. GDR prices are
often close to values of related shares, but they are traded and settled
independently of the underlying share. Listing on a foreign stock exchange
requires compliance with the policies of those stock exchanges. Many times, the
policies of the foreign exchanges are much more stringent than the policies of
domestic stock exchange. However a company may get listed on these stock
exchanges indirectly – using ADRs and GDRs. If the depository receipt is traded
in the United States of America (USA), it is called an American Depository
Receipt, or an ADR. If the depository receipt is traded in a country other than
USA, it is called a Global Depository Receipt, or a GDR. But the ADRs and GDRs
are an excellent means of investment for NRIs and foreign nationals wanting to
invest in India. By buying these, they can invest directly in Indian companies
without going through the hassle of understanding the rules and working of the
Indian financial market – since ADRs and GDRs are traded like any other stock,
NRIs and foreigners can buy these using their regular equity trading accounts.
Foreign currency convertible bonds (FCCBs): A convertible bond
is a mix between a debt and equity
instrument. It is a bond having regular coupon and principal payments, but
these bonds also give the bondholder the option to convert the bond into stock.
FCCB is issued in a currency different
than the issuer’s domesticcurrency. The investors receive the safety of
guaranteed payments on the bond and are also able to take advantage of any
large price appreciation in the company’s stock. Due to the equity side of the
bond, which adds value, the coupon payments on the bond are lower for the
company, thereby reducing its debt-financing costs.
Derivatives: A derivative is a financial instrument whose characteristics and
value depend upon the characteristics
and value of some underlying asset typically commodity, bond, equity, currency,
index, event etc. Advanced investors sometimes purchase or sell derivatives to
manage the risk associated with the underlying security, to protect against
fluctuations in value, or to profit from periods of inactivity or decline.
Derivatives are often leveraged, such that a small movement in the underlying
value can cause a large difference in the value of the derivative. Derivatives
are usually broadly categorised by:
The relationship between the
underlying and the derivative (e.g. forward, option, swap)
The type of underlying (e.g.
equity derivatives, foreign exchange derivatives and credit derivatives)
The market in which they
trade (e.g., exchange traded or over-the-counter)
Futures: A financial contract obligating the buyer to purchase an asset,
(or the seller to sell an asset),
such as a physical commodity or a financial instrument, at a predetermined
future date and price. Futures contracts detail the quality and quantity of the
underlying asset; they are standardized to facilitate trading on a futures
exchange. Some futures contracts may call for physical delivery of the asset,
while others are settled in cash. The futures markets are characterized by the
ability to use very high leverage relative to stock markets. Some of the most
popular assets on which futures contracts are available are equity stocks,
indices, commodities and currency.
Options: A financial derivative that represents a contract sold by one party
(option writer) to another party
(option holder). The contract offers the buyer the right, but not the
obligation, 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). A call option gives the buyer, the right to buy
the asset at a given price. This ‘given price’ is called ‘strike price’. It
should be noted that while the holder of the call option has a right to demand
sale of asset from the seller, the seller has only the obligation and not the
right. For eg: if the buyer wants to buy the asset, the seller has to sell it.
He does not have a right. Similarly a ‘put’ option gives the buyer a right to
sell the asset at the ‘strike price’ to the buyer. Here the buyer has the right
to sell and the seller has the obligation to buy. So in any options contract,
the right to exercise the option is vested with the buyer of the contract. The
seller of the contract has only the obligation and no right. As the seller of
the contract bears the obligation, he is paid a price called as ‘premium’.
Therefore the price that is paid for buying an option contract is called as
premium. The primary difference between options and futures is that options give
the holder the right to buy or sell the underlying asset at expiration, while
the holder of a futures contract is obligated to fulfill the terms of his/her
contract.
Participatory notes: Also referred to as “P-Notes” Financial
instruments used by investors or
hedge funds that are not registered with the Securities and Exchange Board of
India to invest in Indian securities. Indian-based brokerages buy India-based
securities and then issue participatory notes to foreign investors. Any
dividends or capital gains collected from the underlying securities go back to
the investors. These are issued by FIIs to entities that want to invest in the
Indian stock market but do not want to register themselves with the SEBI.
Hedge fund: A hedge fund is an investment fund open to a limited range of investors that undertakes a wider
range of investment and trading activities in both domestic and international
markets, and that, in general, pays a performance fee to its investment
manager. Every hedge fund has its own investment strategy that determines the
type of investments and the methods of investment it undertakes. Hedge funds,
as a class, invest in a broad range of investments including shares, debt and
commodities.
As the name implies, hedge
funds often seek to hedge some of the risks inherent in their investments using
a variety of methods, with a goal to generate high returns through aggressive
investment strategies, most notably short selling, leverage, program trading,
swaps, arbitrage and derivatives.
Legally, hedge funds are most
often set up as private investment partnerships that are open to a limited
number of investors and require a very large initial minimum investment.
Investments in hedge funds are illiquid as they often require investors keep
their money in the fund for at least one year.
Fund of funds
A “fund of funds” (FoF) is an
investment strategy of holding a portfolio of other investment funds rather
than investing directly in shares, bonds or other securities. This type of
investing is often referred to as multi-manager investment. A fund of funds
allows investors to achieve a broad diversification and an appropriate asset
allocation with investments in a variety of fund categories that are all
wrapped up into one fund.
Equity
In accounting and finance, equity is the residual claim or
interest of the most junior class of investors in assets, after all liabilities
are paid. If liability exceeds assets, negative equity exists. In an accounting
context, Shareholders’ equity (or
stockholders’ equity, shareholders’ funds, shareholders’ capital or similar
terms) represents the remaining interest in assets of a company, spread among
individual shareholders of common or preferred stock.
In simple Words, a share or
stock is a document issued by a company, which entitles its holder to be one of
the owners of the company. A share is issued by a company or can be purchased
from the stock market.
Equity Shares are those
shares which refer to a part of ownership as a shareholde. These type of
shareholder undertakes the maximum entrepreneurial risk associate with the
business.
Equity Shareholders are
called RESIDUAL OWNERS of the company. After all the obligations of the company
are over, the Equity Share Holders get their share. Preference Share Holders
get paid their dividends ahead of Equity Shareholders.
It is a COMMON STOCK and most
frequently issued class of stock; usually it provides a voting right but is
secondary to preferred stock in dividend and liquidation rights.
Shareholders Equity
A firm’s total assets minus
its total liabilities. Equivalently, it is share capital plus retained earnings
minus treasury shares. Shareholders’ equity represents the amount by which a
company is financed through common and preferred shares.
Also known as “share
capital”, “net worth” or “stockholders’ equity”
When you invest in a stock,
you are essentially buying part ownership of a company, including its physical
plant, output and everything it owns. As a shareholder, you are entitled to a
proportionate share of the corporation’s profits and assets.
Businesses issue stock to
raise capital. By issuing stock, a company generally can raise more capital
than it could borrow. In addition, the company does not have to make periodic
interest payments to creditors or make principal payments.
Conversely, by issuing stock,
the principal owners have to share their ownership with other shareholders.
And, shareholders have a voice in policies that affect the company’s
operations.
Common Stock
People who own shares of
common stock expect one or both of two things in return - dividends and/or
capital appreciation. Dividends are taxable payments given to shareholders from
the company’s current or retained earnings. The continuation of the dividend
payments depends on the company’s ability to maintain or grow its current or
retained earnings. Therefore, there is no assurance that dividends will
continue to be paid. Dividends are generally paid quarterly and are usually
distributed in cash, although stock or other property can also be given as
dividends. Capital appreciation is the difference between the price you paid
for a stock and its current value.
Owning shares of common stock
entitles you to vote in the election of the corporation’s directors and other
issues. Each share that you own represents one vote.
Features
of Equity Capital
Limited Liability
Equity capital is issued with
limited liability. This means, if the creditors to a business are not able to
recover their dues, equity shareholders will not be asked to pay up. The
liability of equity shareholders in a company is limited to their contribution
made or on any amount unpaid which they have agreed to pay.
Face Value
The total equity capital
required by a company is divided into smaller denomination called the face
value or par value of the equity shares.
For example, if a company has
an equity capital of ` 10,00,000, this can be
divided into:
One lakh shares with a face
value of ` 10; or
Two lakh shares with a face
value of ` 5; or
Ten lakh shares with a face
value of Re 1.
Equity shares were earlier
issued as certificates; now they are invariably issued in
electronic/dematerialised form.
The par value or face value
of the shares can be changed subsequently, if the company so desires. This is
called a split or a consolidation of shares. If a share with a face value of ` 10 is divided into two shares with par values
of ` 5 each, it is called a
split. If 5 shares of ` 2 face value each are
clubbed into one share of ` 10, it is called a
consolidation of shares.
Authorised Capital
The maximum amount of equity
capital that a company will have is defined in the Memorandum of Association
(MoA) of the company and is called its authorised capital. The authorised
capital of a company can be raised or reduced subsequently by the company.
Issued Capital
The company may issue a
portion of its authorised capital as and when it requires capital.
The capital may be issued to
the promoters, public or to specified investors. The portion of authorised
capital that has been issued to investors is called issued capital. Capital can
be raised at various times as and when the company requires it, provided the
sum of all capital issued is less than or equal to the authorised capital of
the company.
The capital may be issued by
the company either at its face value or at a premium (higher than the face
value) or at a discount (lower than the face value). The issued capital will
take into account only the face value of the shares issued. The remaining
portion paid by the investor is accounted under the share premium account
(liability side of the balance sheet) or share discount account (asset side of
the balance sheet).
Paid-up capital
When investors subscribe to
the capital issued by a company, they may be required to pay the entire price
at the time of issue or in tranches (instalments) as application money,
allotment money and call money. The portion of the issued capital that has been
fully paidup by the allottees is the paid-up capital of the company.
A company decides that the
maximum equity capital it needs is ` 20 cr. In the initial stages, the need is ` 10cr. It issues equity shares of ` 10 face value, at par. Investors are required
to pay ` 5 per share with
application, ` 2 on allotment, and balance ` 3 after it has been called. What is the
authorised, issued and paid-up capital of the company, before the issue, after
application, after allotment and after the call?
Thus it can be seen that the
paid up capital is always less than or equal to issued capital; issued capital
is always less than or equal to authorised capital. Authorised capital is the
maximum amount that can be issued or paid up.
Ownership Rights
Equity represents ownership
of the company. Equity share holders are part-owners of the company, the extent
of their ownership is defined by their portion of the shares held in issued
capital.
For example, if a company has
an issued capital of ` 10cr made up of 1cr shares
of ` 10 each, an investor who
holds 10lakh equity shares is a part-owner with a 10% stake in the company.
Equity shareholders have the
right to participate in the management of the company. They can do this through
voting rights. Each equity share carries one vote. Major decisions of the
company require resolutions to be passed, which have to be voted by a majority
or more of the equity shareholders.
Equity capital entitles its
contributors to participate in the residual profits of the company. After
meeting all expenses and provisions, whatever is the profit that remains in the
books belongs to equity share holders.
Liquidity and Return
Equity shares are first
issued by a company. They are then listed on the stock exchange, where they can
be transferred from one investor to another. Such transactions are between
existing shareholders, and therefore do not result in change in the capital
structure of the company. Equity capital is for perpetuity.
It cannot be redeemed and the
company does not have to repay it. The return from equity capital is in the
form of dividends from the profits of the company and appreciation in the value
of the holdings. There is no guarantee of dividends or capital appreciation on
equity capital.
Characteristics
of Equity Shares
Investors in Equity Shares
A company raises equity
capital to meet its need for long-term funds for expansion or continuing
operations of the company. Equity capital does not impose any liability on the
company in terms of returns or repayment. However, when a company issues equity
capital, the investors also get control and ownership. Their ownership rights
depend on the proportion of issued capital that they hold.
A company can raise capital
from different categories of investors. Different cat-egories of investors have
different requirements in terms of returns, risk and management control.
Promoters
Promoters are the group of
investors who set up the company and bring in the initial capital required to
start the business. This is the risk capital that allows the business to
leverage and to protect it from fluctuations in earnings. At this stage the
entire control of the company is with the promoters. They bring in additional
capital as and when required.
As the capital needs of the
business grow, promoters find that they cannot meet the company’s need for
funds. Equity is then issued to eligible investors such as institutions and
retail public investors.
Promoters usually retain the
majority shareholding in the company so that they can continue to control its
affairs even after their stakes are diluted. The stage at which the promoters
bring in the initial capital is the riskiest as the business is in the nascent
stage and has a high risk of failure.
Institutional Investors
Institutional investors
include financial institutions, venture capital companies, mutual funds and
foreign financial institutions, banks among others. These are professional
investors who have the ability to evaluate the business proposition, the risks
associated with it and the expected returns.
The company may allot shares
to such investors through a private placement of shares where the regulatory
requirements are much less as compared to a public issue of shares. The risks
and returns will depend upon the stage at which the institutional investors
bring in capital.
Some like venture capital
firms may be willing to bring in capital for companies in the startup stage or
even later while others like financial institutions invest in more established
firms. Institutional investors such as venture capital firms may be actively
involved in the management of the company while others like mutual funds may be
more passive investors who are more interested in the returns that their
investment can generate rather than in the management of the company.
Apart from the attractiveness
of the business proposition, institutional investors would also be interested
in factors such as exit options, since many of them may hold a significant
proportion of the equity capital. Many institutional investors like venture
capitalists, encourage a company to offer its shares to the public investors as
an exit option for themselves.
Public Investors
When the equity shares are
held by promoters and a few investors, it is said to be closely held. Such
companies are also private companies, which are not required to disclose too
much of information about themselves to the public.
When a company offers its
equity shares to the public at large, it moves from being a privately held
company, to a publicly held company, which agrees to disclose periodic
information about its operations and business to the public.
Investors, other than
promoters, participate in the equity of a company when a company comes out with
a public issue of shares. A public issue of shares requires regulatory
compliance with SEBI’s guidelines and regulations governing listing of the
shares on a stock exchange.
Public investors in shares
may be retail investors, high net worth individuals (HNI), non institutional
investors or institutional investors. Retail investors, and to a great extent
HNIs, are more interested in the returns that they can generate from their
investment from capital appreciation in the value of the shares and dividend
rather than in the control and management of the company. They hardly exercise
their voting rights.
Large stake holders and
institutional shareholders actively participate in the affairs of the company.
Some large institutional investors are also given a seat on the board of the
company. Regulations require extensive and timely disclosures of all
information that affects the interests of the public investors in a company.
Risks
in Equity Investing
No Fixed Return
The return in the form of
dividend from equity is not pre-defined either in terms of the percentage of
dividend or the date on which the payment will be made. Dividend is paid If the
company makes sufficient profits and the management of the company feels it is
appropriate for some of the profits to be distributed among the shareholders.
In case the company makes
losses or the profits made by the company is ploughed back for the expansion
and other operations of the company, the shareholders may not get a dividend.
The other source of return
for the holder of equity shares is the appreciation in the price of the share
in the secondary market. This constitutes the major portion of the return for
the equity investor.
If the company’s performance
is bad or if the stock markets are going through a downturn, the value of the
shares may actually depreciate leading to a loss for the investor. There is no
guarantee that the principal amount invested in equity shares will remain
intact.
No Fixed Tenor
Equity shares are issued for
perpetuity. This means that there is no period of maturity after which the
money will be returned to the shareholders. Investors who want to exit their
investments may do so by selling the shares on the stock exchange to other
investors.
The investor who is selling
all his shares ceases to be a shareholder of the company. The shares are
transferred to the buyer who now gets all the rights and obligations associated
with it. Transactions between investors on the secondary market do not increase
or decrease the share capital of the company. The risk to the shareholder
arises if the shares are illiquid and not easily sold at its market value or if
the shares are unlisted. The investor’s investment may get struck without an
exit option.
No Collateral Security
Equity capital is not secured
by the assets of the company. The cash and assets of the company are first
applied to settle the claims of the lenders and creditors. The claims of the
equity shareholders always rank last in order of preference. During the normal
course of operations of the company, dividends are payable to the equity
shareholders only after the expenses, interest and taxes are provided for. In
the event of liquidation of the company, the equity shareholders are only
entitled to a refund of capital after the claims of all the other creditors are
satisfied from the sale of the company’s assets.
Preferred Stock
Preferred stock offers
investors certain advantages over common stock. Preferred stock represents
ownership units in a company, but, unlike common stock, most preferred stock
does not carry voting rights. However, preferred shareholders have priority
over owners of common shares regarding payment of dividends. This means that
they get paid their dividends, even if the common stockholders get none. Also,
if the company goes bankrupt, preferred stockholders have priority over common
stockholders in the distribution of corporate assets. Bond investors, though,
have priority over preferred stockholders.
The market price of most
preferred stock is not as volatile as common stock, which means prices of
preferred stocks do not move up or down as quickly as common stock prices. Like
bonds, preferred stock prices are interest-rate sensitive - when interest rates
go up, the price of preferred stocks generally goes down; when interest rates
go down, the price of the preferred stocks generally goes up.
There are a number of types
of preferred stock, including:
Straight or Fixed Rate Perpetual
The dividend rate is fixed
for the life of the issue, and it has no maturity date.
Convertible Preferred Stock
A preferred stock that can be
converted to the company’s common stock at a conversion price that is
determined at issuance.
Adjustable Rate Preferred Stock
It generally pays a quarterly
dividend that is tied to a Treasury bill or other rate. The dividend is
adjusted to changing interest rates according to a predetermined formula.
Participating Preferred Stock
Holders of this type of
preferred stock receive dividend increases in years during which common stock
dividends are greater than those of the preferred stock.
Stock Splits
A stock split is an increase
in the number of shares of a company’s outstanding common stock. Since each
shareholder’s equity cannot be affected by the split, the market price per
share is adjusted. For example, if you own 100 shares of XYZ Company at ` 50 a share, your stock is worth ` 5,000. If XYZ declares a 2 for 1 split, you
will then own 200 shares of stock. The price per share is adjusted to ` 25 per share, which leaves the total value
unchanged (` 5,000).
Companies generally declare
stock splits to reduce the price of their stock to make it more attractive to
investors. For example, investors might be more apt to invest in a stock that
is priced at $50 a share than one priced at ` 100 a share.
Stock Dividends
Stock dividends are paid in
common shares, and can be used to pay shareholders instead of a cash dividend.
For example, if you own 100 shares of a company that declared a 1% stock
dividend, you will receive one more share of stock from the company’s reserve
of shares.
If a company needs to tighten
its fiscal belt, it may decide to declare a stock dividend rather than a cash
dividend. A stock dividend will conserve cash while still allowing shareholders
to benefit from the firm’s earnings.
Types
of Stock
There are many different
types of stocks available and in order to meet your financial goals, it’s
important that you understand the differences between them.
Blue Chip Stocks
Blue chip stocks are
well-established, nationally known, and generally financially sound companies.
Blue chip companies have consistently demonstrated good earnings and industry
leadership. Blue chips are typically less volatile than other stocks and have a
record of paying dividends in both good and bad times.
Growth Stocks
Growth-stock companies have
earnings and market share expansion that exceeds the industry average and the
economy in general. Growth stock companies typically reinvest their profits to
expand and strengthen their businesses, retaining most of their earnings to
finance expansion and paying little, if any, dividends to shareholders.
Investors are attracted to these stocks because they expect the stock price to
go up as the company grows.
Penny Stocks
he term penny stock generally
refers to low-priced (below $5) stock, which is traded over the counter (OTC).
Penny stocks are generally considered a very high-risk investment.
Value Stocks
Value stocks are those that
are considered undervalued by value investors. Value investors typically define
undervalued stocks by their book/market and price/earnings ratios. Often value
stocks represent companies with past financial difficulties, whose potential
for growth has been underestimated, or that are part of an industry that is
currently out of favor with investors.
Defensive Stocks
These are stocks of companies
that provide necessary services, such as utilities that provide electric and
gas, supermarkets that provide food, etc. Because the companies representing
these stocks fulfill basic human needs, these stocks tend to provide a degree
of stability for investors during recessions or economic slowdowns.
Income Stocks
Income stocks typically pay
high dividends in relation to their market price, making them attractive to
people who buy stocks for current income. Historically, these have been public
utilities, but some blue chip stocks may fall into this category as well.
Cyclical Stocks
Cyclical stocks represent
companies whose earnings are closely tied to the business cycle. When business
conditions are good, a cyclical company generally prospers and its common stock
price generally rises. When the economy slows or falls into recession, these
companies’ earnings and stock prices typically fall. Airlines, automobiles,
furniture manufacturers, steel and paper producers are examples of cyclical
stocks.
Seasonal Stocks
The performance of these
stocks fluctuates with the seasons. For example, retail companies’ sales and profits
often increase at Christmas and the start of the school year.
International Stocks
Many investors use domestic
(U.S.-based) equities as an integral part of their investment portfolios.
However, the U.S. equity markets represent only about one-third of the total
world markets. To be truly diversified, you should consider international
equity investments.
In additional to the risks
associated with equity investments, international stock investments have
additional risks. Market volatility, reduced liquidity, a lack of public
information, and social, political and currency risks are inherent to
international investments.
Market
Capitalization
Market capitalization refers
to the total market value of a company. Investors find this information useful
because companies that fall within the same market capitalization category
(small, mid, or large) often have similar performance characteristics.
Market capitalization is
calculated by multiplying the current market price of the stock by the total
number of shares outstanding. For example, if XYZ Corporation has 100,000
shares outstanding at ` 10 a share, its market
capitalization would be ` 10,00,000.
Generally, companies fall
into one of the three categories of market capitalization:
Large Capitalization (large-cap)
stocks
Mid Capitalization (mid-cap)
Small Capitalization
(small-cap) stocks
When using market
capitalization as an investment tool, it is important to remember that
generally, no one class consistently outperforms the others. A diversified
portfolio containing stocks of different sizes can be a practical means of
seeking long-term investment success while managing risk.
Investing in Small-Cap Companies
Small-cap companies are
usually young and unproven, without many products to sell and thin financial
reserves. Because these companies are small and unknown, it may be difficult to
find information on them. They may not be covered by analysts and may be
inaccurately valued. Small-cap companies are vulnerable to economic slowdowns
and recessions and their stocks tend to be volatile. While investing in small
cap stocks carries substantial risk, they offer investors greater earnings
potential than larger, more established companies.
Investing in Mid-Cap Companies
Mid-cap stocks have a large
volume of shares to trade on major and regional exchanges. But the companies
are smaller and less mature than large-cap stocks. Typically, they offer a
greater potential for growth than larger companies, but the risk is also
slightly greater.
Investing in Large-Cap Companies
Large-cap companies are
typically well-known companies with a variety of products and services. Given
their size and success, most have proved to be capable of surviving recessions
and other temporary setbacks. But despite their market presence and strength,
they are not immune to bad news and should not be considered risk-free
investments.
Analysts carefully track
these companies since they are large, established corporations. However, their
earnings growth potential is not as great as that of a developing small-cap.
Consequently, because large-caps are not compelled to reinvest all their
profits into the growth of the company, a portion can be distributed to
shareholders as dividends.
Secured Premium Notes (SPNs)
SPNs are bonds issued by
corporations which are medium term in nature, maturing between 3 to 8 years.
The advantage is the flexibility it offers in giving the returns as premium or
interest payments depend upon the preferences of the holders.
The only issuer of SPNs in
the Indian markets till now is TISCO Ltd. It issued SPNs of ` 300 each. The repayment started after three
years, and there was no payment of interest in between. The repayment went on
for four years starting from the fourth year to seventh year. Every year there
will be a payment of ` 150 (totalling ` 150*4 = ` 600 in four years). ` 75 in this would be accounted for as principal
repayment and the rest ` 75 could be taken as a
mixture of interest and premium at the option of the investor. (` 25 as interest + ` 50 as premium; ` 37.50 interest + ` 37.50 premium; ` 50 interest + ` 25 premium).
The advantage of this was
easier tax planning for the investor, but the tax authorities were not happy
with this kind of an arrangement. TISCO also attached an equity warrant which
was convertible into equity at a price which was at considerable discount to
the market price prevailing at that time.
Secured Premium Notes is also
issued along with a detachable warrant and is redeemable after a notified
period of say 4 to 7 years. The conversion of detachable warrant into equity
shares will have to be done within time period notified by the company.
Warrants
Warrants are usually attached
to a debenture issue of the company to make the debenture more attractive. The
number of shares that the warrant entitles the holder to subscribe to, the
price at which such shares can be bought and the period during which the
warrant can be exercised are specified at the time of the issue.
Warrants will be exercised if
the share price at the time of exercise is higher than the price at which the
investors have the option to buy the shares.
For example, assume a warrant
enables an investor to buy an equity share of a company at ` 100. The warrant will be exercised if, when it
is due to be exercised, the price of the share in the markets is more than ` 100. If the market price is less than ` 100, the investor can always buy from the
market, rather than use the option to buy the same share at a higher price.
When warrants are exercised they result in additional shares being issued by
the company and a dilution in the stake of the existing shareholders.
Warrants may be traded on the
stock exchange as a security separate from the debenture with which it was
issued. Warrants usually have a longer lifetime (usually in years) as compared
to option contracts which they closely resemble.
Warrants may be used by
promoters to increase their stake in the company. SEBI requires that shares
issued to promoters as a result of exercising the option on the warrant will
have a lock-in of three years from the date the shares are allotted.
Sweat
Equity Shares
Sweat equity shares are
equity shares issued by a company to its employees or directors at a discount,
or as a consideration for providing know-how or a similar value to the company.
A company may issue sweat
equity shares of a class of shares already issued if these conditions are met:
The issue of sweat equity
shares should be authorised by a special resolution passed by the company in a
general meeting
The resolution should specify
the number of shares, current market price, consideration, if any, and the
section of directors /employees to whom they are to be issued As on the date of
issue, a year should have elapsed since the company was entitled to commence
business.
The sweat equity shares of a
company whose equity shares are listed on a recognised stock exchange should be
issued in accordance with the regulations made by the Securities and Exchange
Board of India (SEBI).
In the case of a company
whose equity shares are not listed on any recognised stock exchange, sweat equity
shares can be issued in accordance with such guidelines as may be prescribed.
In the case of unlisted
companies, sweat equity shares cannot be issued before one year of commencement
of operations. Moreover, there is a cap of 15 percent on the number of sweat
equity shares that can be issued without a specific central government
approval.
Sweat equity shares are no
different from employee stock options with one year vesting period. It is
essential when a company is formed, to assure the financial investors that the
knowhow providers will stay on, or for a start-up with limited resources to
attract highly-qualified professionals to join the team as long-term
stakeholders.
These shares are given to a
company’s employees on favourable terms, in recognition of their work. Sweat
equity usually takes the form of giving options to employees to buy shares of
the company, so they become part owners and participate in the profits, apart
from earning salary.
Section 79A of the Companies
Act lays down conditions for the issue of sweat equity shares. For listed
companies, there are regulations made by the SEBI. The SEBI also prescribes the
accounting treatment of sweat equity shares. Thus, sweat equity is expensed,
unless issued in consideration of a depreciable asset, in which case it is
carried to the balance sheet.
Sweat equity is a device that
companies use to retain their best talent. Usually, it is given as part of a
remuneration package. However, start-ups sometimes use sweat equity to retain
talent. If the company fails, its employees may end up with worthless paper in
the form of sweat equity shares.
Unlisted companies cannot
issue more than 15 percent of the paid-up capital in a year or shares with a
value of more than ` 5 crores - whichever is
higher - except with the prior approval of the central government. If the sweat
equity is being issued for consideration other than cash, an independent valuer
has to carry out an assessment and submit a valuation report.
The company should also give
‘justification for the issue of sweat equity shares for consideration other
than cash, which should form a part of the notice sent for the general
meeting’.
The board of directors’
decision to issue sweat equity has to be approved by passing a special
resolution at a shareholders’ meeting later in the year. The special resolution
must be passed by 75 percent of the members attending voting for it.
Non-Voting Shares
Non-voting shares carry no
rights to vote and usually no right to attend general meetings either What
voting rights do shares have?. Such shares are widely used to issue to
employees so that some of their remuneration can be paid as dividends, which
can be more tax-efficient for the company and the employee.
The same is also sometimes
done for members of the main shareholders’ families. Preference shares are
often non-voting.
Tracking Stocks
A tracking stock is a special
type of stock issued by a company to represent a particular division of segment
of the business. It allows management to retain control of the operation
without having to sell it or spin it off to shareholders as a legally separate
entity while providing investors the opportunity to value various aspects of an
enterprise on different terms and price to earnings multiples.
Many companies issue “tracking”
stocks—also known as “targeted” stocks—in addition to their traditional common
stock. A tracking stock is a type of common stock that “tracks” or depends on
the financial performance of a specific business unit or operating division of
a company—rather than the operations of the company as a whole. Tracking stocks
trade as separate securities.
As a result, if the unit or
division does well, the value of the tracking stock may increase—even if the
company as a whole performs poorly. The opposite may also be true.
Shareholders of tracking
stocks have a financial interest only in that unit or division of the company.
Unlike the common stock of the company itself, a tracking stock usually has
limited or no voting rights. In the event of a company’s liquidation, tracking
stock shareholders typically do not have a legal claim on the company’s assets.
If a tracking stock pays dividends, the amounts paid will depend on the
performance of the business unit or division. But not all tracking stocks pay
dividends.
Preference Shares
When we talk of shares of a
company we usually refer to the ordinary shares of a company. A company may
also raise capital with varying rights and entitlements. These are called
preference shares because they may offer certain special features or benefits
to the investor.
Some benefits that investors
in ordinary equity capital have, such as, voting rights, may instead not be
available to preference share holders. Preference shares are usually given
preference over equity shares in the payment of dividends and the repayment of
capital if the company is wound up.
Dividend is paid to the
preference share holder at a fixed rate mentioned at the time of the issue of
the shares. The terms of issue may allow the preference share holders to
participate in the residual profits too in some defined ratio. These are called
participating preference shares.
Preference shareholders are
paid dividend only if the company has sufficient profits. The unpaid dividend
may be carried forward to the following year(s) and paid if there are profits
to pay the dividends, if the terms of issue of the shares so allow. Such shares
are called cumulative preference shares.
The returns for the
preference shares are only from the dividend the company pays. These shares are
usually not listed and there is not much scope for capital appreciation. This
is because these shares do not participate in the profits of the company. Their
value is not affected by the over-performance or under-performance of the
company.
Though preference shares are
similar to debentures, they differ on the following points: - A preference
share holder is a shareholder of the company. A debenture holder is a creditor
of the company. - A debenture is usually secured on the assets of the company.
A preference share is not secured since it is not a borrowing. –
The coupon interest on the
debenture is an expense to be paid by the company before calculating the
profits on which tax has to be paid. Dividends on preference shares are paid
from the residual profits of the company after all external liabilities,
including tax, have been paid.
Types
of Preference Shares
Following are the major types
of preference shares:
Cumulative Preference Shares
When unpaid dividends on
preference shares are treated as arrears and are carried forward to subsequent
years, then such preference shares are known as cumulative preference shares.
It means unpaid dividend on such shares is accumulated till it is paid off in
full.
Non-cumulative Preference Shares
Non-cumulative preference
shares are those type of preference shares, which have right to get fixed rate
of dividend out of the profits of current year only. They do not carry the
right to receive arrears of dividend. If a company fails to pay dividend in a
particular year then that need not to be paid out of future profits.
Redeemable Preference Shares
Those preference shares,
which can be redeemed or repaid after the expiry of a fixed period or after
giving the prescribed notice as desired by the company, are known as redeemable
preference shares. Terms of redemption are announced at the time of issue of
such shares.
Non-redeemable Preference Shares
Those preference shares,
which cannot be redeemed during the life time of the company, are known as
non-redeemable preference shares. The amount of such shares is paid at the time
of liquidation of the company.
Participating Preference Shares
Those preference shares,
which have right to participate in any surplus profit of the company after
paying the equity shareholders, in addition to the fixed rate of their
dividend, are called participating preference shares.
Non-participating Preference Shares
Preference shares, which have
no right to participate on the surplus profit or in any surplus on liquidation
of the company, are called non-participating preference shares.
Convertible Preference Shares
Those preference shares,
which can be converted into equity shares at the option of the holders after a
fixed period according to the terms and conditions of their issue, are known as
convertible preference shares.
Non-Convertible Preference Shares
Preference shares, which are
not convertible into equity shares, are called non-convertible preference
shares.
Debentures
A debt security denotes a
contract between the issuer (company) and the lender (investor) which allows
the issuer to borrow a sum of money at pre-determined terms.
These terms are referred to
as the features of a bond and include the principal, coupon and the maturity of
the bond. In Indian securities markets, a debt instrument denoting the
borrowing of a government or public sector organizations is called a bond and
the borrowings by the private corporate sector is called debenture. The terms
bonds and debentures are usually used interchangeably these days. The principal
is the amount which is being borrowed by the issuer. Each debenture represents
a portion of this principal amount borrowed. The face value or par value of the
debenture is the amount of the principal that is due on each debenture. The
face value of a debenture is usually ` 100.
The coupon is the rate of
interest to be paid by the borrower to the lender. This is a percentage that is
applied to the face value or par value of the bond. The periodicity (annual,
semi-annual, or quarterly.) with which the interest will be paid is also agreed
upon.
The maturity of a bond refers
to the date on which the contract requires the borrower to repay the principal
amount. Once the bond is redeemed or repaid, it is extinguished and ceases to
exist.
Each of these features of a
bond can be modified to create instruments that meet the specific requirements
of the borrower or the lender. A plain vanilla bond will have a fixed term to
maturity with coupon being paid at pre-defined periods and the principal amount
is repaid on maturity. The bond is usually issued at its face value, say ` 100 and redeemed at par, the same ` 100.
The simple variations to this
structure could be a slightly varied issue price, higher or lower than par and
a slightly altered redemption price, higher or lower than par. In some cases,
the frequency of the interest payment could vary, from monthly, to quarterly
and annual. All these variations still come under the plain vanilla definition
of a bond, where the interest is paid at a fixed rate periodically, and
principal returned when the bond is retired. There are however many ways in
which bonds are differently structured, by tweaking their features.
Varying
Coupon Structures
Zero Coupon Bond
In such a bond, no coupons
are paid. The bond is instead issued at a discount to its face value, at which
it will be redeemed. There are no intermittent payments of interest. When such
a bond is issued for a very long tenor, the issue price is at a steep discount
to the redemption value. Such a zero coupon bond is also called a deep discount
bond. The effective interest earned by the buyer is the difference between the
face value and the discounted price at which the bond is bought. There are also
instances of zero coupon bonds being issued at par, and redeemed with interest
at a premium. The essential feature of this type of bonds is the absence of
periodic interest payments.
Floating Rate Bonds
Instead of a pre-determined
rate at which coupons are paid, it is possible to structure bonds, where the
rate of interest is re-set periodically, based on a benchmark rate. Such bonds
whose coupon rate is not fixed, but reset with reference to a benchmark rate,
are called floating rate bonds.
For example, a company can
issue a 5 year floating rate bond, with the rates being re-set semi-annually
with reference to the 1- year yield on central government securities and a 50
basis point mark-up. In this bond, every six months, the 1-year benchmark rate
on government securities is ascertained.
The coupon rate the company
would pay for the next six months is this benchmark rate, plus 50 basis points.
The coupon on a floating rate bond thus varies along with the benchmark rate,
and is reset periodically.
The other names, by which
floating rate bonds are known, are variable rate bonds and adjustable rate
bonds. These terms are generally used in the case of bonds whose coupon rates
are reset at longer time intervals of a year and above. These bonds are common
in the housing loan markets.
Other Variations
Some of other structures are:
(a) deferred interest bonds, where the borrower could defer the payment of
coupons in the initial 1 to 3 year period; (b) Step-up bonds, where the coupon
is stepped up periodically, so that the interest burden in the initial years is
lower, and increases over time.
Other
Types of Bonds
Callable Bonds
Bonds that allow the issuer
to alter the tenor of a bond, by redeeming it prior to the original maturity
date, are called callable bonds. The call option provides the issuer the option
to redeem a bond, if interest rates decline, and re-issue the bonds at a lower
rate. The investor, however, loses the opportunity to stay invested in a high
coupon bond, when interest rates have dropped.
Puttable Bonds
Bonds that provide the
investor with the right to seek redemption from the issuer, prior to the
maturity date, are called puttable bonds. A put option provides the investor
the right to sell a low coupon-paying bond to the issuer, and invest in higher
coupon paying bonds, if interest rates move up. The issuer will have to
re-issue the put bonds at higher coupons.
Amortising Bonds
The structure of some bonds
may be such that the principal is not repaid at the end/ maturity, but over the
life of the bond. A bond in which payments that are made by the borrower
includes both interest and principal, is called an amortising bond. Auto loans,
consumer loans and home loans are examples of amortising bonds. The maturity of
the amortising bond refers only to the last payment in the amortising schedule,
because the principal is repaid over time i.e. redemption in more than one
instalment.
Asset-Backed Securities
Asset backed securities
represent a class of fixed income products, created out of pooling together
assets, and creating bonds that represent participation in the cash flows from
the asset pool. For example, select housing loans of a loan originator (say, a
housing finance company) can be pooled, and bonds can be created, which
represent a claim on the repayments made by home loan borrowers. Such bonds are
called mortgage–backed securities.
In some markets like India,
these bonds are known as structured obligations (SO). Assets with regular
streams of cash flows are ideally suited for creating asset-backed securities.
Classification
of Debt Instruments
Issuers in Bond Markets
There are two broad ways in which bond markets can be segmented. -
Based on the type of borrower, we can segment the market between the bonds
issued by governments, and those issued by non-government agencies like banks,
corporations and other such entities.
Based on the tenor of the
instrument, we can segment the bond markets as short-term, medium term and long
term. These are not mutually exclusive segments. The government issues bonds to
meet its requirements for various periods as does the private sector. Each
issued bond has an issuer and a tenor.
Government Securities
comprises the central government bonds, and quasi-government bonds issued by
local governments, state governments and municipal bodies. Government
securities do not have credit or default risk.
Corporate bond markets
comprise pre-dominantly of short-term commercial papers and long-term bonds.
Another segment comprises of short term paper issued by banks, in the form of
certificates of deposit. The rate at which this segment borrows depends upon
the credit quality of the borrower. The credit or default risk of the borrower
is defined by the credit rating of the bond. Higher the credit rating lower is
the risk of default.
Companies also raise fixed
deposits from the retail investors to meet their borrowing requirements. Such
deposits are for a fixed term and carry a pre-defined interest rate. The
interest can either be paid periodically, such as annual, semi-annual, or
quarterly or it is paid cumulatively at the end of the term along with the
repayment of the principal.
Company deposits are credit
rated but unsecured borrowings of companies and as such pay a higher interest
rate on the deposit. Since these are deposits and not a security, there is no
liquidity in such fixed deposits. The investors hold the deposits to maturity.
Treasury Bills
The government borrows for
periods such as 91 days, 182 days and 364 days using these instruments.
Treasury bills are issued through an auction process which is managed by the
RBI. Banks, mutual funds, insurance companies, provident funds, primary dealers
and FIs bid in these auctions. The treasury bills are usually issued as
zero-coupon bonds.
CBLO
A Collateralised Borrowing
and Lending Obligation (CBLO) is created using government securities as
collateral and held with the Clearing Corporation of India Ltd. (CCIL) to
enable borrowing. It is a discounted instrument available for maturities from
one day to up to one year. Banks use the CBLO to borrow from mutual funds and
insurance companies.
Certificates of Deposit (CD)
Banks use CDs to meet their
short-term needs for funds. CDs are different from deposits because they
involve creation of paper. This makes the CD transferable before maturity.
Secondary market activity in CDs are however low.
Commercial Paper (CP)
CPs are short-term papers
issued by companies or financial institutions to meet their working capital
requirements. They can be issued for various maturities between a minimum of 7
days and maximum of up to one year from the date of issue. A company is
eligible to issue a CP if the tangible net worth is not less than ` 4 crore, the company has a sanctioned working
capital limit by banks or FIs and the borrowal account of the company is
classified as a Standard Asset by the bank/FI. The popular CP is the 90-day CP.
CPs are unsecured credit-rated borrowings with a limited secondary market.
Government Securities
Government securities, also
called treasury bonds, are predominantly issued to fund the fiscal deficit of
the government. Treasury bonds also set benchmark for pricing corporate paper
of varying maturities. All other borrowers in the system borrow at a spread
over this benchmark rate on government securities.
The instruments used in this
segment are many, including fixed coupon bonds, commonly referred to as dated
securities, treasury bills, floating rate bonds, zero coupon bonds and
inflation index bonds.
Treasury Bonds may have
tenors ranging from a year to 30 years.
Corporate Bonds
The market for corporate debt
securities is dominated by private placements with large institutional
investors. Public issue of corporate debt securities are regulated by SEBI’s
regulations for the same.
The regulations require the
issue to be credit-rated, appointment of a debenture trustee, creation of
debenture redemption reserve and creation of a charge on the assets of the
company.
The secondary market for
long-term bonds is concentrated in the government securities segment. In this
segment too, trading primarily happens in the benchmark securities. Trades in
the government securities segment as well as the corporate bond segment are
reported to the exchanges.
Yield from Debt Instruments
The returns to an investor in
bonds, is primarily made up of the coupon payments. However, if the investor
acquires or sells the bond at a price that is different from the par value the
returns can vary from the coupon.
Therefore, the coupon rate of
the bond is not an indicator of the returns on the bond, but merely helps in
computing what cash flows would accrue periodically, to the investor.
We use the term ‘yield’,
rather than ‘coupon rate’, to denote the returns to the investor.
Current Yield
Current yield simply compares
the coupon of a bond with its market price. For example, if a bond paying an
annual coupon of 12% is trading in the markets for ` 109.50, we compute the current yield as:
12/109.5 =10.95%
Yield to Maturity (YTM)
Yield to maturity (YTM) is a
popular and extensively used method for computing the return on a bond
investment. Every bond is made up of a set of cash flows that accrue at various
points in time, from the time the bond is acquired, until it is sold or redeemed.
We can then use the very well known principle in finance, to value the bond:
the price at which a series of future cash flows should sell is the sum of the
discounted value of these cash flows. The rate which equates the discounted
value of the cash flows with the price of the bond is the yield to maturity of
the bond.
New Instruments
Deep Discount Bonds
Secured premiums notes.
Zero interest fully
convertible debentures.
Zero coupon bonds
Double option Bonds.
Option Bonds
Inflation Bonds.
Floating Rate Bonds.
Deep Discount Bonds:
Deep Discount Bonds is a form
of Zero-interest bonds. These bonds are sold at a discounted value and on
maturity face value is paid to the investors. In such bonds, there is no
interest payout during lock in period.
Secured Premium Notes
Secured Premium Notes is
issued along with a detachable warrant and is redeemable after a notified
period of say 4 to 7 years. The conversion of detachable warrant into equity
shares will have to be done within time period notified by the company.
Zero Interest Fully Convertible Debentures
These are fully convertible
debentures which do not carry any interest. The debentures are compulsory and
automatically converted a after specified period of time and holders thereof
are entitled to new equity shares of the company at predetermined price.
From the point of view of
company this kind of instrument is beneficial in the sense that no interest is
to be paid on it, if the share price of the company in the market is very high
then the investors tines to get equity shares of the company at the lower rate.
Zero Coupon Bonds
A Zero Coupon Bonds does not
carry any interest buy it is sole by the issuing company at a discount. The
difference between the discounted value and maturing or face value represents the
interest to be earned by the investor on such bonds.
Double Option Bonds
These have also been recently
issued by the IDBI. The face value of each bond is ` 5000. The bond carries interest at 15% per
annum compounded half yearly from the date of allotment. The bond has maturity
period of 10 years. Each bond has two parts in the form of two separate
certificates, one for principal of ` 5000 and other for interest (including
redemption premium) of ` 16,500. Both these
certificates are listed on all major stock exchanges. The investor has the
facility of selling either one or both parts anytime he likes.
Option Bonds
These are cumulative and
non-cumulative bonds where interest is payable on maturity or periodically.
Redemption premium is also offered to attract investors. These were recently
issued by IDBI, ICCI etc.
Inflation Bonds
Inflation bonds are the bonds
in which interest rate is adjusted for inflation. Thus, the investor gets
interest which is free from the effect of inflation. For example, if the interest
rate is 11 per cent and the inflation is 5 per cent, the investor will earn 16
per cent meaning thereby that the investor is protected against inflation.
Floating Rate Bonds
This as the name suggests is
bond where the interest rate is not fixed and is allowed to float depending
upon the market conditions. This is an ideal instrument which can be resorted
to by the issuer to hedge themselves against the volatility in the interest
rates. This has become more popular as money market instrument and has been
successfully issued by financial institutions like IDBI, ICICI etc.