Escolar Documentos
Profissional Documentos
Cultura Documentos
Presented by :Sanmeet Surve 160 Dharma Tanna 162 Dhriti Udeshi 170 Vishesh Valecha 172 Mayur Varsekar 173 Hemanti Verma 174 Prashant Sheth 178 Vinit Shah 179 Nikunj Shah 180
Introduction
Instruments
CORPORATE DEBENTURE Non-Convertible Debentures (NCDs) Partly Convertible Debentures (PCDs) Fully convertible Debentures (FCDs) Optionally Convertible Debentures (OCDs) Secured Debentures Unsecured Debentures FIXED INCOME PRODUCTS
Instruments
INTEREST BASED BONDS Coupon Bonds Zero Coupon Bonds DERIVED INSTRUMENT Mortgage Bonds Pass Through Certificates Participation Certificates
Instruments
MONEY MARKET INSTRUMENTS Call Money Treasury Bills Term Money Market Certificates of Deposits (CDs) Commercial Papers (CP) Inter-corporate Deposits Commercial Bills
KEY TERMS
Key Terms
NDS It is an electronic platform for facilitating dealing in Government Securities and Money Market Instruments Roll over of debt securities - rollover means you Reinvest funds from a mature security into a new issue of the same or a similar security.
Key Terms
Abridged prospectus - Abridged Prospectus is a shorter version of the Prospectus and contains all the salient features of a Prospectus. It accompanies the application form of public issues. Shelf Prospectus - Shelf prospectus is a type of public offering where certain issuers are allowed to offer and sell securities to the public without a separate prospectus for each act of offering.
Key Terms
STRIP - Separate Trading of Registered Interest and Principal Securities are T-Notes, T-Bonds whose interest and principal portions of the security have been separated, or "stripped CSGL - Constituents' Subsidiary General Ledger account means an SGL account opened and maintained with RBI by an agent on behalf of the constituents of such agent, i.e. a second SGL account opened by an agent with the RBI to hold the securities on behalf of their constituents. DCA - The ministry is primarily concerned with the administration of the Companies Act, 1956, and other allied Acts and rules & regulations
Key Terms
DEA - it is the nodal agency of the Union government to formulate and monitor the country's economic policies and programmes that have a bearing on domestic and international aspects of economic management. FIPB - The Foreign Investment Promotion Board (FIPB) is a national agency of Government of India, with the remit to consider and recommend foreign direct investment (FDI) which does not come under the automatic route. CLB - Company Law Board is an independent quasi-judicial body in India which has powers to overlook the behaviour of companies within the Company Law.
General Conditions
The Issuer, promoter or the control of issuer shouldnt be debarred from accessing or dealing in securities Following Conditions need to be satisfied before issue of securities : It has made an application to one or more stock exchange. It has obtain approval for listing of securities from above market Credit rating should be obtain from atleast one credit rating agency It has entered into agreement with a depository registered
General Conditions
The issuer shall appoint one or more debenture trustee with its consent The issuer shall not issue debt securities for providing loan to or acquisition of shares of any person who is part of the same group.
Draft offer document needs to be filed with the designated stock exchange. The document should be made public by posting the same on website It should be displayed on website of issuer, merchant banker and stock exchange Details like name, address, email id of compliance officer and issuer should be mentioned
A copy should be also be sent to Board for its records. The lead merchant banker should also provide a due diligence certificate to the board
The offer document shall be displayed on website of stock exchange The offer document shall be filed with the ROC while filing with stock exchange Person requiring physical copy should be provided by merchant banker or the issuer The issuer and lead banker should ensure following : Every application form issued should be accompanied by abridged prospectus. The abridged prospectus should not contain unnecessary items Adequate space should be provided in application form to fill details like name, etc
Other guidelines
Disclosure in offer document Electronic issuance Minimum subscription Underwriting Debenture Redemption Reserve
Trust Deed
The issuer shall execute the trust deed in favor of debenture trustee within 3 months of closure of the issue The deed shall contain following clauses as per section 117A:A trust deed should be issued in such form as prescribed by SEBI from time to time. A copy of Trust deed shall be open to inspection to the debenture holders. Failure to above provision would led to penalty.
Creation of security
The proposal to create a charge or security if any should be disclose in offer document. The assets on which charge is created should be free from any encumbrance If asset is already charged, a permission to create a second charge should be obtained
The issuer shall redeem the securities as stated in offer document. If the issuer wants to roll over the debt securities it shall do only by passing a special resolution of holders 21 days notice should be also be given to holders The notice shall contain disclosures with regard to credit rating and purpose behind roll over Before issuing the notice the issuer needs to send notice to its designated stock exchange.
The debt securities issued can be rolled over subject to the following conditions :The roll over is approved by a special resolution through postal ballot The consent of atleast 75% holders need to be obtained credit rating should be obtained before six months of redemption Fresh trust deed needs to be executed after issue Adequate securities should be there.
The issuer shall redeem the debt securities whose consent is not obtained.
The issuer should make advertisement in a national daily newspaper No issuer shall issue an advertisement which is misleading or contains any manipulative information The advertisement should be fair and should not be misleading The advertisement shall not contain any matters which are extraneous to offer document The advertisement shall urge the investors to invest only on the basis of information contained in the offer document.
Mandatory listing
Issuer shall make an application for listing to one or more recognized stock exchanges. Issuer shall comply with conditions of listing of such debt securities as specified in the Listing Agreement with the stock exchange.
Issuer may list its debt securities on a recognized stock exchange within 15 days of the date of its allotment. Issuer has issued such debt securities in compliance with the provisions of the Companies Act,1956. Credit rating has been obtained in respect of such debt securities from at least one credit rating agency registered with the Board. Debt securities proposed to be listed are in dematerialized form. Issuer shall 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.
The issuer shall make disclosures as specified in Schedule I of these 8 Securities regulations accompanied by the latest Annual Report of the issuer.
The disclosures as provided in mandatory listing shall be made on the web sites of stock exchanges where such securities are proposed to be listed and shall be available for download in PDF / HTML formats.
Every rating obtained by an issuer shall be periodically reviewed by the registered credit rating agency and any revision in the rating shall be promptly disclosed by the issuer to the stock exchange(s) where the debt securities are listed. Any change in rating shall be promptly disseminated to investors and prospective investors in such manner as the stock exchange. The issuer, the respective debenture trustees and stock exchanges shall give all the reports on debt securities including compliance reports filed by the issuers and the debenture trustees to the investors and the general public by placing them on their websites.
Debenture trustee shall disclose the information to the investors and the general public by issuing a press release in case ofdefault by issuer to pay interest on debt securities or redemption amount; failure to create a charge on the assets; revision of rating assigned to the debt securities.
The information shall also be placed on the websites, if any, of the debenture trustee, the issuer and the stock exchanges
The debt securities which are listed in recognized stock exchanges, shall be traded and such trades shall be cleared and settled in recognized stock exchanges subject to conditions specified by the Board. In case of over the counter trades of debt securities, trades shall be reported on a recognized stock exchange having a nation-wide trading terminal or such other platform as may be specified by the Board.
Memorandum and Articles of Association and necessary resolution(s) for the allotment of the debt securities. Copy of last three years audited Annual Reports. Copy of the Board / Committee Resolution authorizing the borrowing and list of authorized signatories. Any other particulars or documents that the recognized stock exchange may call for as it deems fit. An undertaking that permission/consent from the prior creditor for a second or pari passu charge being created.
Debenture trustee shall prior to the opening of the public issue, furnish to SEBI a due diligence certificate. Debenture trustee shall be vested with the requisite powers for protecting the interest of holders of debt securities including a right to appoint a nominee director on the Board of the issuer in consultation with institutional holders of such securities. Debenture trustee shall ensure disclosure of all material events on an ongoing basis. Supervise the implementation of the conditions regarding creation of security for the debt securities and debenture redemption reserve
Company ensure that all the material facts distributed to the public are true, fair and adequate and there is no mis-leading or untrue statements or mis-statement in the offer document. The Merchant Banker shall ensure verify and confirm the same. In respect of assignments undertaken for issue, offer and distribution of securities to the public the intermediaries shall be responsible for the due diligence. The Company and the merchant banker shall ensure that the security created to secure the debt securities is adequate to ensure 100% asset cover for the debt securities.
Credit Rating:
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.
Appointment of Debenture Trustee:- The company is required to appoint one or more debenture trustees in accordance with the provisions of section 117B (appointment and duties of debenture trustee) of the Companies Act, 1956 and SEBI (Debenture Trustees) Regulations, 1993.
Redemption:- The issuer is required to redeem the convertible debt instruments in terms of the offer document. Documents to be Submitted Before Opening of the Issue
Creation of Charge:- If the issuer proposes to create a charge or security on its assets in respect of secured convertible debt instruments
Roll Over of Non Convertible Portion of Partly Convertible Debt Instruments Determination of Coupon Rate and Conversion Price
Conversion of Optionally Convertible Debt Instruments into Equity Share Capital Restriction- An issuer cannot 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 Minimum Promoters Contribution- Promoter have to contribute minimum 20% either by equity or convertible securities Auditors Certificate- Issuer have to forward the details of utlization of funds raised through convertible debtuture duly certified by statutory auditors.
FEMA Guidelines
Fully and Mandatorily Convertible Debentures The transaction between resident and non-resident are regulated by FEMA, 1999 (FEMA) and FDI Policy. Pricing for issue of Fully and mandatorily Convertible Debentures shall be:
Unlisted Companies - not less than fair value of shares determined by a SEBI registered Merchant Banker or a Chartered Accountant as per the Discounted Free Cash Flow Method (DCF)
FEMA Guidelines
Maximum Permissible Amount- Sectoral Cap s prescribed under FDI policy Appointment of debenture trustee- Is not Mandated if the conversion happen in 18 months. Othervise appointed by company to which SEBI Regulations applicable. Maturity Period- No minimum or maximum conversion period provided by law End use of funding- It cannot be raised by the entity which is engages or purpose of engage in the following activities
Nidhi company, or
Agricultural or plantation activities, or Real estate business, or construction of farm houses, or Trading in Transferable Development Rights (TDRs).
FEMA Guidelines
Taxation - Tax liability shall be governed by the Indian Income Tax Act, 1961. in case countries with which India double taxation avoidance agreement then DTAA applicable Compliance Requirements: Ensure that Articles of the Company allows issue of debentures, if not then alter articles of association by passing Special Resolution Drafting of Investor Agreement Board Resolution under Section 292(1)(b) [certain powers to be exercised by board only at meeting] of the Companies Act, 1956 In case of Public Company, borrowing should not exceed aggregate of paidup capital and free reserve as per Section 293(1)(d) [borrowing section] Board Resolution for allotment of Debentures. It has to be allotted within 180 days of receipt of funds) Issue of duly signed, stamped and sealed Debenture Certificate to Investor Advance Reporting for receipt of funds
Needs special resolution of members for the issue of debentures with conversion option wholly or partly.
Document containing provision dealing with the right of the debenture holders & company. Copy of trust deed shall be open to inspection to any member or debenture holder. If Copy not made available for inspection then the company & every officer of the company shall be punishable.
Before issue, company should appoint one or more debenture Trustee Person can not be a trustee if Holds shares in company Entitled to money by company Has into any guarantee in respect of principle debt
If company issue a prospectus or make offer exceeding 500 members then it should has appointed the Debenture trustee.
Ensure that the company does not commit any breach of covenants and provisions of the trust deed. Ensure each of guarantors are sufficient to discharge the principle amount at all times. If Trustee comes to conclusion of assets of the company are insufficient to discharge the principle, file a petition before Central Government
Other duties are similar as per old act. All the petition may file by trustee in front of Tribunal, as it was only in case of Sick industrial company.
Create DRR out of its profit every year until the debentures are redeemed DRR amount shall not be utilised for other purpose If defaulted every officer of company shall be punishable with imprisonment till 3 years & fine not less than Rs. 500/for every day till default continues.
Creation of DRR is similar to old act If defaulted every officer of company shall be punishable with imprisonment till 3 years or fine shall not be less than Rs. 2 Lakh & extended to Rs. 5 Lakh or Both punishment
Perpetual Debentures
Companies Act 1956: Section 120
No date of redemption is specified Debenture holder can not redeem their debenture Due for redemption only if
It is a contract to take up or pay for any debenture of company Only enforced by degree of specific performance
securities is defines as securities capable of being sold in any stock market in India
Rates of stamp duty are as per Indian stamp act 1899, article 27 In 2008, Ministry of finance amended the act to pay stamp duty as prescribed by Central Government. Companies need to pay the stamp duties prescribed by Central government
At rate of 0.05% per year of the face value of the debenture, Max 0.25%, Or Rs. 25 Lakh, whichever is lower
UNSECURED DEBENTURES
Unsecured Debentures
Unsecured Debentures
Such debentures are treated as Deposits Has to comply with provision of companies act of acceptance of Deposit
Public Offer
The SPDE i.e. issuer shall be in the form of a trust. No registration from SEBI to act as such shall be required in certain cases The securitized debt instruments shall acknowledge the interest of the investors Originator shall be an independent entity from the issuer
Public Offer
The issuer may offer securitized debt instrument for subscription through offer document Rating from atleast two credit rating agencies is mandatory
Listing agreement
Purpose of the listing agreement for securitized debt instruments The Listing Agreement places the burden of disclosures on the Special Purpose Distinct Entity (SPDE) The Highlights of the Listing Agreement for Securitized Debt Instruments
Listing agreement
-The SPDE shall ensure timely interest/redemption payment -The SPDE will not forfeit unclaimed interest and principal -The SPDE has to designate any person as Compliance Officer who will have certain responsibilities - The SPDE requires to credit the demat accounts of the allottees within two working days from the date of allotment
- The SPDE either by itself or through the sponsor, pay to the Exchange fees as prescribed by the Exchange as soon as its securitized debt instruments are listed on the Exchange
Listing agreement
-The SPDE either by itself or through the sponsor deposit an amount calculated at the rate of 1% of the amount of securitized debt instruments offered for subscription
-The SPDE undertakes to comply with any regulations, requirements, practices and procedures as may be laid down by the Exchange -The SPDE has to comply with the provisions of certain relevant Acts
Listing agreement
-The SPDE either by itself or through the sponsor, pay fees to the exchange -The SPDE is required to provide at the request of the investor or the Exchange, loan level information
-The SPDE need to file information, statements and reports within specified time
Government security - Security created and issued by the Government for the purpose of raising a public loan or any other purpose as notified by the Government in the Official Gazette.
Nomination/deceased/minor
Nomination facility for a Government security other than in the form of GPN and bearer bond. Sole holder or all the joint holders of such a Government security may nominate one or more persons. Nominee, as an individual or institution, should be eligible to invest in the particular loan as per the specific Government Loan Notification. Either or any of the nominees is dead, the surviving nominee or nominees will be entitled to the Government security and payment thereon A minor can be a nominee, but appointment of another individual, not a minor is must.
Liability of the Government in respect of any interest payment due on a Government security shall terminate on the expiry of six years from the date on which the amount due by way of interest became payable. Investors are expected to claim interest on their Government security within six years from the date it becomes payable But, the Government may allow a bonafide claim for payment of interest even after the expiry of the limitation period of six years.
Provision for tax to be deducted at source for interest paid in respect of Government securities
Tax has to be deducted at source on the interest exceeding Rupees ten thousand payable during a financial year.
The maturity proceeds along with the interest accruing thereon will be credited to the investor's bank account on due date automatically.
RBI guidelines
Investment by any person including Firms Companies Corporate bodies Institutions State Governments provident funds Trusts Non-Resident Indians, Overseas Corporate Bodies and Foreign Institutional Investors registered with SEBI and approved by RBI are also eligible
Investment by a person resident outside India shall be subject to the provisions of FEMA
RBI guidelines
Minimum Subscription Minimum amount of Rs.10000/- (Face Value) and in Multiplies of Rs. 10000 thereafter
RBI guidelines
Form of Security
credit to their Subsidiary General Ledger Account or the form of in Stock Certificate
Payment of Interest Paid at the Public Debt Offices of the Reserve Bank of India Rounding off the amount to the nearest whole rupee
RBI guidelines
Transferability of Government Securities The transfers by FIIs will be subject to SEBI (FIIs') Regulations transfers by NRIs and OCB will be subject to RBI guidelines
RBI guidelines
may also participate in the auction as a "noncompetitor" or subscribe to the Government Securities
Allotment of Securities to RBI will be at
the
cut off price/yield emerging in auction or at any the other price/yield decided by the Government of India
of Securities through auction. Issue of Securities with pre-announced coupon rates. Issue of Securities through tap sale. Issue of Securities by conversion of treasury bills/dated securities
FIMMDA
[FIXED INCOME MONEY MARKET AND DERIVATIVES ASSOCIATION OF INDIA]
FIMMDA
The Fixed Income Money Market and Derivatives Association of India (FIMMDA) is an association of Scheduled Commercial Banks, Public Financial Institutions, Primary Dealers and Insurance Companies. It 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.
Role of FIMMDA
It acts as principal interface with regulators like RBI, SEBI, GOI It is Mandated by RBI for valuation of Government Bonds, Corporation bond. Undertakes developmental activities such as introduction of benchmark and new index. Suggests legal & Regulatory Framework for development of new products Training and Development support to debt market Standardization of market practices
Regulations of FIMMDA
Dealers should clearly state T&C prior to executing a transaction Terms like counter party limits, inability to conclude transactions, etc. Firm Quote or Indicative Quote Quotes can be withdrawn if counter party is not acceptable
Dealers should agree upon the delivery conditions before concluding the deal Delivery of the securities/funds is on a Delivery-versus-Payment (DVP )
Firmness of quotation
Delivery of securities
Regulations of FIMMDA
Debt Segment is traded on OTC mandatory reported on FIMMDA, BSE and NSE. Debt market lacks proper infrastructure and that is why dedicated debt segment on stock exchange is proposed. It shall offer separate trading, clearing, settlement, reporting facilities and membership. Stock exchange who wants to set up debt segment need to make application to SEBI.
Debt securities
Government Securities, Treasury Bills, State Government loans, SLR and Non-SLR Bonds issued by Financial Institutions, municipal bonds, single bond repos, basket repos and CBLO kind of products subject to RBI approval, where required; Securitized debt instruments Any other debt instruments
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2. Trading
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Offer Electronic screen based trading, internet trading, mobile trading Retail Market publicly issued debt instrument Institutional Market non publicly issued debt instrument
All trading members shall be clearing member or may clear through a clearing member
For institutional market trade to be settled on T+1 rolling settlement For retail market trade to be settled on T+2 rolling settlement
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4. Risk management
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For retail market, uniform margin rate of 10% shall be applicable with AA rating
For institutional market, appropriate margin maybe prescribed after approval by SEBI
Clearing corporation shall specify appropriate risk management for each market.
7. Market Making With the view to infuse liquidity in the market, market makers shall be permitted in the debt segment. Market making may be provided by merchant bankers, issuers through brokers or any other entity as may be specified.
Factors
Growth and inflation RBI Policy Liquidity Government Borrowings Bank Credit-Deposit Growth Currency/Commodity Market
CONCLUSION
Conclusion
Greater transparency RBI has started publishing SGL data Introduction of auctions have contributed to the development bidding skills among investors. Banks are paying special attention to this sector as profit centers. Increased focus on treasury management and interest rate risk management. Larger amounts being raised by the corporate sector