SFM Theory Book For CA Final by CA Nagendra Sah
SFM Theory Book For CA Final by CA Nagendra Sah
ROLL
127697
A R J UN K U
MAR KUSHWAHA CA DHEERAJ SAI NI CA CHA
NDAN KUMAR SI NGH ASHWANI SRI VASTAVA AMI T KUMAR SHARMA
ROLL ROLL
130435 434048
PRATEEK DI WAN SUNI L SHRESTHA SURYANSH JAI N R AJAT JAI N CA CHIRAG JAIN
ROLL ROLL
169075 139174
KOMAL BANSAL B A S HU
D E V B H A ND A R I C H AN D A N K U MAR NI SCHAL DHAKAL R AMAN KUMAR
ROLL
432588
72 MARKS
MARKS 72 MARKS 72 MARKS 71 MARKS 71 MARKS
REVIEWS
2nd Edition
CA Final
(New Scheme)
Strategic Financial
Management (SFM)
Theory
Every effort has been made to avoid errors or omissions in this edition. In spite of this, error may creep in. Any mistake,
error or discrepancy noted may be brought to our notice which shall be taken care of in the next edition.
No part of this book may be reproduced or copied in any form or by any means without the written permission of the
publishers. Breach of this condition is liable for legal action.
About Author
CA Nagendra Sah is a widely acclaimed Chartered Accountant in the field of Financial
Management, qualified Chartered Accountancy with highest Marks in Strategic Financial
Management (SFM). He teaches SFM to CA/CMA Final Students and Cost and Management
Account and Financial Management & Economics for finance to CA-Inter Students. He has
cleared all the levels of CA examinations in first attempt. He completed 12th as well as
Graduation in Science with Statistics honours from the esteemed Tribhuvan University. He
has been a University Topper and awarded by University for securing highest marks in
Statistics as well as Mathematics.
He is the premier author who wrote Strategic Financial Management (SFM) book for CA Final, Cost and
Management Accounting (CMA) and Financial Management & Economics for finance for CA Intermediate.
His Concept summary book is one of the most popular book among CA/CMA Students which is beneficial to revise
whole syllabus in less time with concept.
CA Nagendra Sah is a firm believer of conventional and customary practices being adopting in training and
coaching for over many years. He is a Chartered Accountant who took up teaching as profession, who believes in
a teaching methodology that relates to human brains.
His goal is not only to enable students to pass in CA Exam but also to provide tips and knowledge to earn money
from stock Market by trading in Equity, Bond, Derivative, Currency, commodity and unit of Mutual Fund.
His students get a practical linkage of concept with actual financial data of company and economy. They get
awareness of government policy, RBI policy, Fed policy, global market that affects Indian stock exchange.
He also provides practical knowledge of excel sheet for financial planning (like installment calculator etc)
His intense urge to bring about a sea of radical change in the traditional teaching techniques and pedagogies has
culminated in the form of this institution.
CONTENTS
CHAPTER PAGES
10. Foreign Exchange Exposure & Risk Management ……………………………………………………… 10.1 to 10.8
Chapter - 1
FINANCIAL POLICY AND CORPORATE
STRATEGY
Contents
SUMMARY:
Strategic financial Strategy at different Financial Planning Interface of Financial Balancing financial Linkage Of Financial
decision making hierarchy levels Policy & strategic goals vis-à-vis Policy With Strategic
framework management sustainable growth Management
For Personal Use Only
Fundamentals of (i) Corporate Level 3 Major Components This can be explained ⦿Growth objectives ⦿The success of any
Business = Strategy + Strategy of Financial Planning: in the following 4 should be business is measured
Finance (Top level) points of consistent with the in financial terms.
+Management (ii) Business Level Financial Resource mobilization of fund: value of the Maximising value to
Functions of Strategy (FR) + Financial (i) Sources of fund organization's the shareholders is
SFM/Key Decisions Tools (FT) = sustainable growth the ultimate
falling within the Financial Goals (FG) objective. For this to
(Middle/Depart (ii) Capital Structure
scope of financial happen, at every
mental Level) ⦿ SGR = (Retention
strategy: stage of its operations
(iii) Operational (iii)Investment/ ratio × ROE)
including policy-
(i) Financing Level Strategy Allocation of Fund making, the firm
Decision (Lower/Execution should be taking
(ii)Investment Level) strategic steps with
Decision (iv) Dividend
Decision value- maximization
(iii) Dividend objective.
Decision ⦿This is the basis of
(iv) Portfolio financial policy being
Decision linked to strategic
management.
Therefore all business need to have the following three fundamental essential elements :
(i) A clear and realistic Strategy
(ii) The financial resources, controls and systems to see it through and
(iii) The right Management team and processes to make it happen.
Strategy + Finance + Management = Fundamentals of Business
Strategy: Strategy may be defined as the long term direction and scope of an organization to
achieve competitive advantage through the configuration of resources within a changing
environment for the fulfilment of stakeholder’s aspirations and expectations
Finance Resources that generates fund for their business.
Management Persons ultimately responsible for investor and whose objective is to maximise their
wealth at minimum risk.
Strategic Financial Strategic Financial Management is the combination of the corporate strategic plan that
Management embraces the optimum investment and financing decisions required to attain the overall
specified objectives.
It is basically about the identification of the possible strategies capable of maximizing an
organization's market value.
Strategic Financial Management is the combination of the corporate strategic plan that embraces the optimum
investment and financing decisions required to attain the overall specified objectives.
In this connection, it is necessary to distinguish between strategic, tactical and operational financial planning.
(i) Strategy Strategy is a long-term course of action and senior management decides
Strategy
(ii) Tactics Tactics are intermediate plan and Middle level decides tactics; and
(iii) Operations Operations are short-term functions and these are looked after line
management
According to agency theory, strategic financial management is the function of following four major
components or, key decisions falling within the scope of financial strategy include the following:
(I) FINANCING DECISIONS These decisions deal with the mode of financing or mix of equity capital and
debt capital.
(II) INVESTMENT DECISIONS These decisions involve the profitable utilization of firm's funds especially in
long-term projects (capital projects). Since the future benefits associated with
such projects are not known with certainty, investment decisions necessarily
involve risk. The projects are therefore evaluated in relation to their expected
return and risk.
(III) DIVIDEND DECISION These decisions determine the division of earnings between payments to
shareholders and reinvestment in the company.
(IV) PORTFOLIO DECISION These decisions involve evaluation of investments based on their contribution
to the aggregate performance of the entire corporation rather than on the
isolated characteristics of the investments themselves.
FINANCIAL PLANNING
Financial planning is a systematic approach whereby the financial planner helps the customer to maximize
his existing financial resources by utilizing financial tools to achieve his financial goals.
There are 3 major components of financial planning:
Financial Resources (FR)
Financial Tools (FT) Financial
Resources
For an individual, financial planning is the process of meeting one’s life goals through proper management
of the finances. These goals may include buying a house, saving for children's education or planning for
retirement.
Outcomes of the financial planning are the financial objectives, financial decision-making and financial
measures for the evaluation of the corporate performance
The financial measures like ratio analysis, analysis of cash flow statement are used to evaluate the
performance of the company. The selection of these measures again depends upon the corporate
objectives.
Question: [May-2016-Old-4M]
Write short notes on interface of financial policy and strategic management
Answer:
The interface of strategic management and financial policy will be clearly understood if we appreciate the
fact that the starting point of an organization is money and the end point of that organization is also
money.
No organization can run an existing business and promote a new expansion project without a suitable
internally mobilized financial base or both i.e. internally and externally mobilized financial base.
Mobilization of fund is explained below:
Sources of finance is the most important dimensions of a strategic plan. The
generation of funds may arise out of ownership capital and or borrowed
capital.
A company may issue equity shares and/or preference shares for mobilizing
(1) SOURCES OF FUND ownership capital and debentures to raise borrowed capital. Public deposits,
for a short and medium term finance.
The overdraft, cash credits, bill discounting, bank loan and trade credit are
the other sources of short term finance
Policy makers should decide on the capital structure to indicate the desired
mix of equity capital and debt capital.
There are some norms for debt equity ratio which need to be followed for
(2) CAPITAL STRUCTURE minimizing the risks of excessive loans. For instance,
- public sector organizations=1:1 ratio and
- Private sector firms = 2:1 ratio.
It may vary from industry to industry
Another important dimension of strategic management and financial policy
interface is the investment and fund allocation decisions.
(3) INVESTMENT AND A planner has to frame policies for regulating investments in fixed assets and
FUND ALLOCATION for current assets.
DECISION Project evaluation and project selection are two most important jobs under
fund allocation. Planner has to make best possible allocation under resource
constraints.
Dividend policy is yet another area for making financial policy decisions
affecting the strategy performance of the company.
(4) DIVIDEND POLICY Dividend policy decision deals with the extent of earnings to be distributed as
dividend and the extent of earnings to be retained for future expansion scheme of
the firm.
From the point of view of long term funding of business growth, dividend can
be considered as that part of total earnings, which cannot be profitably utilized by
the company.
Stability of the dividend payment is a desirable consideration that can have a
positive impact on share prices
Save fuel campaign is against sales growth strategy but helps to conserve
fuel for uses across generation and to maintain long term stable growth.
Sustainable growth rate (SGR) depends upon retention ratio and reinvestment rate (i.e. Return on Equity
(ROE))
SGR = (Retention ratio × ROE)
Mathematically,
Or, SGR = (1-Dividend pay-out Ratio) × ROE
Chapter - 3
RISK MANAGEMENT
Contents
SUMMARY:
Risk Management
VALUE-AT-RISK (VAR)
Question: [RTP-May-2018-New-4M] Question: [MTP-Nov-2018-New-4M] [SM-TYKQ]
Describe value at risk and its application. Explain the features of value at risk (VAR)
Explain the significance of VAR
Question: [RTP-June-2020-New]
What is value at risk? Identify its main features
Answer:
VAR is a measure of risk of investment. Given the normal market condition in a set of period, say, one day it
estimates how much an investment might lose. This investment can be a portfolio, capital investment or foreign
exchange etc.
VAR answers two basic questions -
(i) What is worst case scenario? (ii) What will be loss?
FEATURES OF VAR:
Components of Based on following three components:
(a) Time Period
Calculations
(b) Confidence level: Generally 95% and 99%
(c) Loss in percentage or in amount
Statistical Method It is a type of statistical tool based on Standard Deviation.
Time Horizon VAR can be applied for different time horizons say one day, one week, one
month and so on.
Probability Assuming the values are normally attributed, probability of maximum loss can
be predicted
Control Risk Risk can be controlled by setting limits for maximum loss.
Z Score Z score indicates how many standard Deviations is away from Mean value of a
population. When it is multiplied with Standard Deviation, it provides VAR.
Question: [MTP-Nov-2019-New-4M]
Briefly explain counter party risk and various techniques to manage this risk
Financial risk has been categorized in four parts. Appropriate methods for identification and management
can be discussed below:
1. Counter Party Risk
2. Political Risk
3. Interest Rate Risk
4. Currency Risk
1. Counter (A) The various hints that may provide counter party risk are as follows:
Party Risk 1. Failure to obtain necessary resources to complete the project or transaction
undertaken.
[MTP-N19] 2. Any regulatory restrictions from the Government.
3. Hostile action of foreign government.
4. Let down by third party.
5. Have become insolvent.
(B) The various techniques to manage this type of risk are as follows:
1. Carrying out Due Diligence before dealing with any third party.
2. Do not over commit to a single entity or group or connected entities.
3. Know your exposure limits.
4. Review the limits and procedure for credit approval regularly.
5. Rapid action in the event of any likelihood of defaults.
6. Use of performance guarantee, insurance or other instruments.
2. Political (A) Since this risk mainly relates to investments in foreign country, company should assess
risk country
1. By referring political ranking published by different business magazines.
2. By evaluating country’s macro-economic conditions.
3. By analysing the popularity of current government and assess their stability.
4. By taking advises from the embassies of the home country in the host countries.
5. Further, following techniques can be used to mitigate this risk.
(i) Local sourcing of raw materials and labour.
(ii) Entering into joint ventures
(iii) Local financing;
(iv) Prior negotiations
Chapter - 4
SECURITY ANALYSIS
Contents
SUMMARY:
SECURITY ANALYSIS
Economic Analysis
Industry Analysis
Company Analysis
A. Economic Analysis
Factors affecting Techniques used
1. Growth Rates of National Income and Related 1. Barometer/Indicator Approach
Measures 2. Economic Model Building Approach
3. Growth Rates of Industrial Sector
4. Inflation
5. Monsoon
B. Industry Analysis
Factors affecting Techniques used
1. Product Life-Cycle 1. Regression Analysis
2. Demand Supply Gap 2. Input – Output Analysis
3. Government Attitude
4. Cost Conditions and Profitability
5. Barriers to Entry
C. Company Analysis
Factors affecting Techniques used
1. Net Worth and Book Value 1. Correlation & Regression Analysis
2. Sources and Uses of Funds 2. Trend Analysis
3. Cross-Sectional and Time Series Analysis 3. Decision Tree Analysis
4. Size and Ranking
5. Competitive Advantage
ECONOMIC ANALYSIS
Question: [RTP-Aug-2020]
Explain the factors affecting economic Analysis
Answer:
Economic analysis can be discussed in following two headings:
(A) FACTORS AFFECTING ECONOMIC ANALYSIS
(B) TECHNIQUES USED IN ECONOMIC ANALYSIS
(A) FACTORS AFFECTING ECONOMIC ANALYSIS
Some of economy wide factors are discussed as under:
(a) Growth Rates of National It works as a pointer to the prospectus for industrial sector and helps in
Income and Related Measures expected return calculation for the investor.
(b) Growth Rates of Industrial
Growth rates are based on estimated demand of the products.
Sector
Inflation is measured in Wholesale & consumer Price index which
(c) Inflation
determines economy.
(d) Monsoon Both forward and backward linkage affects in market
(c) Economic Model Steps used in GNP model building or sector analysis:
Building Approach (i) Hypothesize total economic demand by measuring total income (GNP) based on
(It determines relation political stability, rate of inflation, changes in economic levels.
between dependent and (ii) Forecasting the GNP by estimating levels of various components viz. consumption
independent variables) expenditure, gross private domestic investment, government purchases of
goods/services, net exports.
(iii) After forecasting individual components of GNP, add them up to obtain the
forecasted GNP.
(iv) Comparison is made of total GNP thus arrived at with that from an independent
agency for the forecast of GNP and then the overall forecast is tested for consistency.
This is carried out for ensuring that both the total forecast and the component wise
forecast fit together in a reasonable manner.
INDUSTRY ANALYSIS
Industry analysis can be discussed in following two headings:
(A) FACTORS AFFECTING INDUSTRY ANALYSIS
(B) TECHNIQUES USED IN INDUSTRY ANALYSIS
(f) Cost The price of a share depends on its return, which in turn depends on profitability of the
Conditions and firm. Profitability depends on the state of competition in the industry, cost control
Profitability measures adopted by its units and growth in demand for its products.
Factors to be considered are:
(i) Cost allocation among various heads e.g. material, labours and overheads and their
controllability.
(ii) Product price.
(iii) Production capacity in terms of installation, idle and operating.
(iv) Level of capital expenditure required for maintenance / increase in productive
efficiency.
Investors can make analysis of profitability through certain ratios such as G.P. Ratio,
Operating Profit Margin Ratio, R.O.E. and Return on Total Capital etc.
(g) Technology It plays a vital role in the growth and survival of a particular industry. Technology is
and Research subject to change very fast leading to obsolescence. Industries which update themselves
have a competitive advantage over others in terms of quality, price etc.
Things to be probed in this regard are:
(i) Nature and type of technology used. Expected changes in technology for new products
leading to increase in sales.
(ii) Relationship of capital expenditure and sales over time. More capital expenditure
means increase in sales.
(iii) Money spent in research and development. Whether this amount relates to
redundancy or not?
(iv) Assessment of industry in terms of sales and profitability in short, immediate and
long run.
(b) Input – It reflects the flow of goods and services through the economy, intermediate steps in
Output production process as goods proceed from raw material stage through final consumption.
Analysis This is carried out to detect changing patterns/trends indicatin g growth/decline of
industries.
COMPANY ANALYSIS
Company analysis can be discussed in following two headings:
(A) FACTORS AFFECTING COMPANY ANALYSIS
(B) TECHNIQUES USED IN COMPANY ANALYSIS
(e) Growth The growth in sales, net income, net capital employed and earnings per share of the
Record company in the past few years should be examined. The following three growth
indicators may be particularly looked into:
(a) Price earnings ratio
(b) Percentage growth rate of earnings per annum
(c) Percentage growth rate of net block.
Growth is the single most important factor in company analysis for the of investment
management. A company may have a good record of profits and performance in the
past; but if it does not have growth potential, its shares cannot be rated high from the
investment point of view.
(f) Financial ⦿ An analysis of its financial statements dictates investment manager in understanding
Analysis the financial solvency and liquidity, optimum capital structure, profitability, the
operating efficiency and the financial and operating leverages of the company.
⦿ For this fundamental ratios have to be calculate and appropriate comparison is made
to industrial ratios or similar group companies. i.e
earnings per share, price earnings ratios, yield, book value and the intrinsic value of
the share.
⦿ Various other ratios to measure profitability, operating efficiency and turnover
efficiency of the company may also be calculated. The return on owners' investment,
capital turnover ratio and the cost structure ratios may also be worked out.
⦿ To examine the financial solvency or liquidity of the company, the investment manager
may work out current ratio, liquidity ratio, debt-equity ratio, etc. These ratios will
provide an overall view of the company to the investment analyst. He can analyse its
strengths and weaknesses and see whether it is worth the risk or not.
(g) Competitive Another business consideration for investors is competitive advantage. A company's
Advantage long-term success is driven largely by its ability to maintain its competitive advantage.
Powerful competitive advantages, such as Apple’s brand name and Samsung’s domination
of the mobile market, create a shield around a business that allows it to keep competitors
at a distance.
(h) Quality of This is an intangible factor while the investment manager make decision in relevance to
Management the effectiveness, efficiency and performance of management.
The policy of the management regarding relationship with the stakeholders which
includes meeting top executives of the company as possible and also an important factor
since certain business houses believe in very generous dividend and bonus distributions
while others are rather conservative.
Meanwhile, for finding the dirt inside the management. The remedy is:
To have a look out for the conference calls hosted by the company’s CEO and CFO
where one can pick something that can indicate about the true position about the
company.
To read the Management Discussion and Analysis Report.
To see the past performance of the executives, say, for five years.
(i)Corporate Following factors are to be kept in mind while judging the effectiveness of corporate
Governance governance of an organization:
Whether company is complying with all aspects of clause 49.
How well corporate governance policies serve stakeholders?
Quality and timeliness of company financial disclosures.
Whether quality independent directors are inducted.
(J) Regulation Regulations plays an important role in maintaining the sanctity of the corporate form of
organization.
In Indian listed companies, Companies Act, Securities Contract and Regulation Act and
SEBI Act basically look after regulatory aspects of a company.
A listed company is also continuously monitored by SEBI which through its guidelines
and regulations protect the interest of investors.
Further, a company which is dealing with companies outside India, needs to comply
with Foreign Exchange Management Act (FEMA) also. In this scenario, the Reserve
Bank of India (RBI) does a continuous monitoring.
(k) Location and The locations of the company's manufacturing facilities determines its economic viability
Labour- which depends on the availability of crucial inputs like power, skilled labour and raw -
Management materials, etc. Nearness to markets is also a factor to be considered. In the past few years,
Relations: the investment manager has begun looking into the state of labour- management relations
in the company under consideration and the area where it is located.
(l) Pattern of An analysis of the pattern of existing stock holdings of the company would also be
Existing Stock relevant. This would show the stake of various parties in the company.
Holding An interesting case in this regard is that of the Punjab National Bank in which the Life
Insurance Corporation and other financial institutions had substantial holdings.
When the bank was nationalised, the residual company proposed a scheme whereby those
shareholders, who wish to opt out, could receive a certain amount as compensation in
cash.
It was only at the instance and the bargaining strength, of institutional investors that the
compensation offered to the shareholders, who wished to opt out of the company, was
raised considerably.
(m) Marketability Another important consideration for an investment manager is the marketability of the
of the Shares shares of the company.
Mere listing of a share on the stock exchange does not automatically mean that the share
can be sold or purchased at will. There are many shares which remain inactive for long
periods with no transactions being effected.
To purchase or sell such scrips is a difficult task. In this regard, dispersal of shareholding
with special reference to the extent of public holding should be seen. The other relevant
factors are the speculative interest in the particular scrip, the particular stock exchange
where it is traded and the volume of trading
(c) Decision Tree A range of values of the variable with probabilities of occurrence of each
Analysis forecasted value is taken up. The limitations are reduced through decision tree
analysis and use of simulation techniques. In decision tree analysis, the
probabilities of each sequence is to be multiplied and then summed up.
⦿ Dow proposed that the primary uptrend would have three moves up, the first one being caused by
accumulation of shares by the far-sighted, knowledgeable investors, the second move would be caused by
the arrival of the first reports of good earnings by corporations, and the last move up would be caused by up
would be caused by widespread report of financial well-being of corporations.
1
4
Complete cycle: As shown in following figure five-wave impulses is following by a three wave correction (a,b
& c) to form a complete cycle of eight waves.
5
b
3
a
1
c
4
One complete cycle consists of waves made up of two distinct phases, bullish and bearish. On completion of
full one cycle i.e. termination of 8 waves movement, the fresh cycle starts with similar impulses arising out of
market trading.
MOVING AVERAGE
Moving Averages is one of the more popular methods of data analysis for decision making. The two types of
moving averages used by chartists are:
(i) Arithmetic Moving Average (AMA)/Simple moving average (SMA)
(ii) Exponential moving Average (EMA)
(I) ARITHMETIC MOVING AVERAGE(AMA):-
AMA is a simple average of the last n period prices.
𝑆𝑢𝑚 𝑜𝑓 𝑙𝑎𝑠𝑡 10 𝑑𝑎𝑦𝑠 𝑝𝑟𝑖𝑐𝑒
For example, 10 days AMA =
10
𝑆𝑢𝑚 𝑜𝑓 𝑙𝑎𝑠𝑡 30 𝑑𝑎𝑦𝑠 𝑝𝑟𝑖𝑐𝑒
30 days AMA =
30
(II) EXPONENTIAL MOVING AVERAGE(EMA):-
EMA is a weighted average of last n period prices. It is calculated using following formula:
Current day EMA = Previous day EMA + (Closing price-Previous day EMA) × Exponent
2
Where, Exponent =
𝑁𝑢𝑚𝑏𝑒𝑟 𝑜𝑓 𝑝𝑒𝑟𝑖𝑜𝑑 𝑖𝑛 𝑎 𝑚𝑜𝑣𝑖𝑛𝑔 𝑎𝑣𝑒𝑟𝑎𝑔𝑒 +1
Trend identification using moving average:
(i) Long term trend: A 200 day’s moving average of daily prices or a 30 week moving average of weekly price
for identifying a long term trend.
(ii) Medium term trend: A 60 day’s moving average of daily price to identify an intermediate term trend.
(iii) Short term trend: A 10 day’s moving average of daily price to detect a short term trend.
Buy and Sell Signals Provided by Moving Average Analysis:
Buy Signal Sell Signal
(a). Stock price line rise through the moving average (a). Stock price line falls through moving
line when graph of the moving average line is average line when graph of the moving average
flattering out. line is flattering out.
(b). Stock price line falls below moving average line (b). Stock price line rises above moving average line
which is rising. which is falling.
(c). Stock price line which is above moving average (c). Stock price line which is slow moving average line
line falls but begins to rise again before reaching rises but begins to fall again before reaching the
the moving average line. moving average line.
Detractors of technical analysis believe that it is an useless exercise; their arguments are as follows:
(a) Most technical analysts are not able to offer a convincing explanation for the tools employed by them.
(b) Empirical evidence in support of random walk hypothesis cast its shadow over the useful ness of technical
analysis.
(c) By the time an up trend and down trend may have been signalled by technical analysis it may already have
taken place.
(d) Ultimately technical analysis must be self defeating proposition. With more and more people employing it,
the value of such analysis tends to decline.
In a nutshell, it may be concluded that in a rational, well ordered and efficient market, technical analysis may
not work very well. However with imperfection, inefficiency and irrationalities that characterizes the real
world market, technical analysis may be helpful. If technical analysis is used in conjunction with fundamental
analysis, it might be useful in providing proper guidance to investment decision makers.
MARKET INDICATORS
• It is an index that covers all securities traded. The breadth index is an addition to the
Dow Theory and the movement of the Dow Jones Averages.
• It is computed by dividing the net advances or declines in the market by the number
of issues traded.
Breadth Index • The breadth index either supports or contradicts the movement of the Dow Jones
Averages.
• If it supports the movement of the Dow Jones Averages, this is considered sign of
technical strength and if it does not support the averages, it is a sign of technical
weakness i.e. a sign that the market will move in a direction opposite to the Dow Jones
Averages.
• The volume of shares traded in the market provides useful clues on how the market
would behave in the near future.
• A rising index/price with increasing volume would signal buy behaviour because the
Volume situation reflects an unsatisfied demand in the market. Similarly, a falling market with
of increasing volume signals a bear market and the prices would be expected to fall
Transactions further.
• A rising market with decreasing volume indicates a bull market while a falling market
with dwindling volume indicates a bear market. Thus, the volume concept is best used
with another market indicator, such as the Dow Theory.
• It is supposed to reveal how willing the investors are to take a chance in the market. It
Confidence is the ratio of high-grade bond yields to low-grade bond yields.
Index • It is used by market analysts as a method of trading or timing the purchase and sale of
stock, and also, as a forecasting device to determine the turning points of the market.
• A rising confidence index is expected to precede a rising stock market, and a fall in the
index is expected to precede a drop in stock prices.
• A fall in the confidence index represents the fact that low-grade bond yields are rising
faster or falling more slowly than high grade yields. The confidence index is usually, but
not always a leading indicator of the market. Therefore, it should be used in conjunction
with other market indicators.
• The relative strength concept suggests that the prices of some securities rise relatively
faster in a bull market or decline more slowly in a bear market than other securities i.e.
some securities exhibit relative strength.
• Investors will earn higher returns by investing in securities which have demonstrated
Relative relative strength in the past because the relative strength of a security tends to remain
Strength undiminished over time Relative strength can be measured in several ways.
Analysis
• Calculating rates of return and classifying those securities with historically high
average returns as securities with high relative strength is one of them.
• Even ratios like security relative to its industry and security relative to the entire
market can also be used to detect relative strength in a security or an industry.
• This theory is a contrary - opinion theory. It assumes that the average person is
Odd - Lot usually wrong and that a wise course of action is to pursue strategies contrary to
Theory popular opinion. The odd-lot theory is used primarily to predict tops in bull markets,
but also to predict reversals in individual securities.
⦿ Inability of institutional portfolio managers to achieve superior investment performance implies that they
lack competence in an efficient market. It is not possible to achieve superior investment performance since
market efficiency exists due to portfolio managers doing this job well in a competitive setting.
⦿ The random movement of stock prices suggests that stock market is irrational. Randomness and irrationality
are two different things, if investors are rational and competitive, price changes are bound to be random.
Boll and Brown in an empirical evaluation of accounting income num bers studied the effect of annual earnings
announcements. They divided the firms into two groups.-
⦿ First group consisted of firms whose earnings increased in relation to the average corporate earnings and
earned positive abnormal returns after the announcement of earnings.
⦿ Second group consists of firms whose earnings decreased in relation to the average corporate earnings and
earned negative abnormal returns after the announcement of earnings.
Important Notes:
Chapter - 5
SECURITY VALUATION
Contents
Question - 1 [June-2009-Old-3M] [TYKQ-SM-New] .................................................................................................................... 2
Why should the duration of a coupon carrying bond always be less than the time to its maturity? .............................. 2
Question 3 ..................................................................................................................................................................................................... 2
Write short note on “Enterprise Valuation”. ..................................................................................................................................... 2
The maturity dates on zero coupon bonds are usually long term. These maturity dates allow an investor for a
long range planning. Zero coupon bonds issued by banks, government and private sector companies.
However, bonds issued by corporate sector carry a potentially higher degree of risk, depending on the financial
strength of the issuer and longer maturity period, but they also provide an opportunity to achieve a higher
return.
Question 3
Write short note on “Enterprise Valuation”.
Answer:
Enterprise Valuation:
Enterprise value is the true economic value of a company calculated by adding market capitalization, Long term
Debt, Minority Interest minus cash and cash equivalents & Equity investments like affiliates, investment in any
company and also Long term investments.
There are different enterprise value multiples which can be calculated as per the requirement (which
requirement).If we take the EV as numerator then the denominator must represent the claims of all the
claimholders on enterprise cash flow.
Question 4 [RTP-Nov-2019]
Explain the reasons of Reverse Stock Split.
Question [MTP-May-2019-5M]
What is reverse stock split up and why companies resort it.
Answer:
A ‘Reverse Stock Split’ is a process whereby a company decreases the number of shares outstanding by combining
current shares into fewer or lesser number of shares. For example, in a 5 : 1 reverse split, a company would take back 5
shares and will replace them with one share.
Although, reverse stock split does not result in change in Market value or Market Capitalization of the company but it
results in increase in price per share.
Considering above mentioned ratio, if company has 100 million shares outstanding having Market Capit alisation of Rs.
500 crore before split up, the number of shares would be equal to 20 million after the reverse split up and market price
per share shall increase from Rs. 50 to Rs. 250.
Important Notes:
Chapter - 6
PORTFOLIO MANAGEMENT
Contents
Question-1 [May-2004-Old-(3+7) M] ................................................................................................................................................ 2
(a) What sort of investor normally views the variance (or Standard Deviation) of an individual security’s return
as the security’s proper measure of risk? .......................................................................................................................................... 2
(b) What sort of investor rationally views the beta of a security as the security’s proper measure of risk? In
answering the question, explain the concept of beta. .................................................................................................................... 2
(a) A rational risk-averse investor views the variance (or standard deviation) of her portfolio’s return as the proper
risk of her portfolio. If for some reason or another the investor can hold only one security, the variance of that
security’s return becomes the variance of the portfolio’s return. Hence, the variance of the security’s return is
the security’s proper measure of risk.
While risk is broken into diversifiable and non-diversifiable segments, the market generally does not reward for
diversifiable risk since the investor himself is expected to diversify the risk himself. However, if the investor does
not diversify he cannot be considered to be an efficient investor. The market, therefore, rewards an investor only
for the non-diversifiable risk. Hence, the investor needs to know how much non-diversifiable risk he is taking.
This is measured in terms of beta.
An investor therefore, views the beta of a security as a proper measure of risk, in evaluating how much the
market reward him for the non-diversifiable risk that he is assuming in relation to a security. An investor who is
evaluating the non-diversifiable element of risk, that is, extent of deviation of returns viz-a-viz the market
therefore consider beta as a proper measure of risk.
(b) If an individual holds a diversified portfolio, she still views the variance (or standard deviation) of her portfolios
return as the proper measure of the risk of her portfolio. However, she is no longer interested in the variance of
each individual security’s return. Rather she is interested in the contribution of each individual security to the
variance of the portfolio.
Under the assumption of homogeneous expectations, all individuals hold the market portfolio. Thus, we measure
risk as the contribution of an individual security to the variance of the market portfolio. The contribution when
standardized properly is the beta of the security. While a very few investors hold the market portfolio exactly,
many hold reasonably diversified portfolio. These portfolios are close enough to the market portfolio so that the
beta of a security is likely to be a reasonable measure of its risk.
In other words, beta of a stock measures the sensitivity of the stock with reference to a broad based market index
like BSE Sensex. For example, a beta of 1.3 for a stock would indicate that this stock is 30 per cent riskier than
the Sensex. Similarly, a beta of a 0.8 would indicate that the stock is 20 per cent (100 – 80) less risky than the
Sensex. However, a beta of one would indicate that the stock is as risky as the stock market index.
Question-2 [Nov-2004-Old-4M]
Distinguish between ‘Systematic risk’ and ‘Unsystematic risk’.
Answer:
Systematic risk refers to the variability of return on stocks or portfolio associated with changes in return on the
market as a whole. It arises due to risk factors that affect the overall market such as changes in the nations’ economy,
tax reform by the Government or a change in the world energy situation.
These are risks that affect securities overall and, consequently, cannot be diversified away. This is the risk which is
common to an entire class of assets or liabilities. The value of investments may decline over a given time period
simply because of economic changes or other events that impact large portions of the market.
Asset allocation and diversification can protect against systematic risk because different portions of the market tend
to underperform at different times. This is also called market risk.
Unsystematic risk however, refers to risk unique to a particular company or industry. It is avoidable through
diversification. This is the risk of price change due to the unique circumstances of a specific security as opposed to
the overall market.
This risk can be virtually eliminated from a portfolio through diversification.
Question-3 [May-2006-Old-6M]
Briefly explain the objectives of “Portfolio Management”.
Answer:
Question-4 [Nov-2006-Old-6M]
Discuss the various kinds of Systematic and Unsystematic risk?
Answer:
There are two types of Risk - Systematic (or non-diversifiable) and unsystematic (or diversifiable) relevant for
investment - also, called as general and specific risk.
Types of Systematic Risk
(i) Market risk: Even if the earning power of the corporate sector and the interest rate structure remain more or less
uncharged prices of securities, equity shares in particular, tend to fluctuate. Major cause appears to be the
changing psychology of the investors. The irrationality in the security markets may cause losses unrelated to the
basic risks. These losses are the result of changes in the general tenor of the market and are called market risks.
(ii) Interest Rate Risk: The change in the interest rate has a bearing on the welfare of the investors. As the interest
rate goes up, the market price of existing fixed income securities falls and vice versa. This happens because the
buyer of a fixed income security would not buy it at its par value or face value if its fixed interest rate is lower
than the prevailing interest rate on a similar security.
(iii) Social or Regulatory Risk: The social or regulatory risk arises, where an otherwise profitable investment is
impaired as a result of adverse legislation, harsh regulatory climate, or in extreme instance nationalization by
a socialistic government.
(iv) Purchasing Power Risk: Inflation or rise in prices lead to rise in costs of production, lower margins, wage rises
and profit squeezing etc. The return expected by investors will change due to change in real value of returns.
(i) Business Risk: As a holder of corporate securities (equity shares or debentures) one is exposed to the risk of poor
business performance. This may be caused by a variety of factors like heightened competition, emergence of new
technologies, development of substitute products, shifts in consumer preferences, inadequate supply of essential
inputs, changes in governmental policies and so on. Often of course the principal factor may be inept and
incompetent management.
(ii) Financial Risk: This relates to the method of financing, adopted by the company, high leverage leading to larger
debt servicing problem or short term liquidity problems due to bad debts, delayed receivables and fall in current
assets or rise in current liabilities.
(iii) Default Risk: Default risk refers to the risk accruing from the fact that a borrower may not pay interest and/or
principal on time. Except in the case of highly risky debt instrument, investors seem to be more concerned with
the perceived risk of default rather than the actual occurrence of default. Even though the actual default may be
highly unlikely, they believe that a change in the perceived default risk of a bond would have an immediate
impact on its market price.
Capital Asset Pricing Model: The mechanical complexity of the Markowitz’s portfolio model kept both practitioners
and academics away from adopting the concept for practical use. Its intuitive logic, however, spurred the creativity
of a number of researchers who began examining the stock market implications that would arise if all investors used
this model As a result what is referred to as the Capital Asset Pricing Model (CAPM), was developed.
The Capital Asset Pricing Model was developed by Sharpe, Mossin and Linter in 1960. The model explains the
relationship between the expected return, non-diversifiable risk and the valuation of securities. It considers the
required rate of return of a security on the basis of its contribution to the total risk. It is based on the premises that
the diversifiable risk of a security is eliminated when more and more securities are added to the portfolio. However,
the systematic risk cannot be diversified and is or related with that of the market portfolio. All securities do not have
same level of systematic risk. The systematic risk can be measured by beta, ß under CAPM, the expected return from
a security can be expressed as:
Expected return on security = 𝑹𝒇 + Beta (𝑹𝒎 – 𝑹𝒇 )
The model shows that the expected return of a security consists of the risk-free rate of interest and the risk premium.
The CAPM, when plotted on the graph paper is known as the Security Market Line (SML). A major implication of
CAPM is that not only every security but all portfolios too must plot on SML. This implies that in an efficient market,
all securities are expected returns commensurate with their riskiness, measured by ß.
Relevant Assumptions of CAPM
(i) The investor’s objective is to maximize the utility of terminal wealth;
(ii) Investors make choices on the basis of risk and return;
(iii) Investors have identical time horizon;
(iv) Investors have homogeneous expectations of risk and return;
(v) Information is freely and simultaneously available to investors;
(vi) There is risk-free asset, and investor can borrow and lend unlimited amounts at the risk free rate;
(vii) There are no taxes, transaction costs, restrictions on short rates or other market imperfections;
(viii) Total asset quantity is fixed, and all assets are marketable and divisible.
Thus, CAPM provides a conceptual frame work for evaluating any investment decision where capital is committed
with a goal of producing future returns. However, there are certain limitations of the theory. Some of these limitations
are as follows:
(i) Reliability of Beta: Statistically reliable Beta might not exist for shares of many firms. It may not be possible to
determine the cost of equity of all firms using CAPM. All shortcomings that apply to Beta value apply to CAPM too.
(ii) Other Risks: It emphasis only on systematic risk while unsystematic risks are also important to shareholders who
do not possess a diversified portfolio.
(iii) Information Available: It is extremely difficult to obtain important information on risk-free interest rate and
expected return on market portfolio as there are multiple risk- free rates for one while for another, markets
being volatile it varies over time period.
Question-6 [Nov-2008-Old-5M]
Explain briefly the capital Asset pricing model used in the context of valuation of securities.
Answer:
Portfolio theories have undergone major changes over the years. The current standard in valuation theory is found
in the CAPM. It is an economic noted that describes how securities are priced in the market. Its major merit lies in
recognizing the difference or distinction between risk of holding a single asset and holding a portfolio.
The CAPM formula:
E (𝑹𝒑 ) = 𝑹𝒇 + βp [E (𝑹𝒎 ) –𝑹𝒇 ]
Where:
E (Rp) = Expected return of portfolio
Rf = Risk free rate of Returns
βp = Portfolio Beta
E (Rm) = Expected return on Market portfolio
The CAPM formula is based on certain assumptions regarding rationality and homogeneity of investors etc. and is
subjected to criticism on this score.
Question-7 [May-2011-Old-4M]
Discuss how the risk associated with securities is effected by Government policy.
Answer:
The risk from Government policy to securities can be impacted by any of the following factors.
(i) Licensing Policy
(ii) Restrictions on commodity and stock trading in exchanges
(iii) Changes in FDI and FII rules.
(iv) Export and import restrictions
(v) Restrictions on shareholding in different industry sectors
(vi) Changes in tax laws and corporate and Securities laws.
Chapter - 7
SECURITIZATION
Contents
SECURITISATION PROCESS:
I OBLIGORS / BORROWERS
Existing Loans
Procedural Steps Car loan to Mr. C ××× LIABILITIES ₹ ASSETS ₹
Capital ××× Car 3 ×××
Total ××× Total ×××
Underling assets
4
STRUCTURER V
Who brings together the originator, investor, credit enhancers and other parties to the deal
// CA NAGENDRA SAH // WWW.FMGURU.ORG
For Personal Use Only Violation May Result deactivation of Lecture
SECURITIZATION Page 7.3
FEATURES OF SECURITIZATION
1. Creation of Financial The process of securities can be viewed as process of creation of additional financial
Instruments product of securities in market backed by collaterals.
2. Bundling and When all the assets are combined in one pool it is bundling and when these are
Unbundling broken into instruments of fixed denomination it is unbundling.
3. Tool of Risk In case of assets are securitized on non-recourse basis, then securitization process acts
Management as risk management as the risk of default is shifted.
4. Structured Finance In the process of securitization, financial instruments are tailor Structured to meet the
risk return trade of profile of investor, and hence, these securitized Instruments are
considered as best examples of structured finance.
5. Trenching Portfolio of different receivable or loan or asset are split into several parts based on risk
and return they carry called ‘Trenche’. Each Trench carries a different level of risk and
return.
6. Homogeneity Under each trenche the securities are issued of homogenous nature and even meant for
small investors the who can afford to invest in small amounts.
BENEFITS OF SECURITIZATION
Question: [May-2018- New-4M]
Explain the benefits of securitization from the prospective of both originator as well as investor.
Question: [Nov-2019-4M] [RTP-Nov-2019-4M]
Identify the benefits of securitization from the angle of originator
Answer:
The benefits of securitization can be viewed from the angle of various parties involved as follows:
(A) FROM THE ANGLE OF ORIGINATOR NOV-2019-4M
1. Off Balance Sheet When loan/receivables are securitized it release a portion of capital tied up in these
Financing assets resulting in off Balance Sheet financing leading to improved liquidity position
which helps expanding the business of the company.
2. More By transferring the assets the entity could concentrate more on core business as
specialization in servicing of loan is transferred to SPV. Further, in case of non-recourse arrangement
main business even the burden of default is shifted.
3. Helps to improve Especially in case of Financial Institutions and Banks, it helps to manage Capital –To-
Financial ratios Weighted Asset Ratio effectively.
4. Reduced Since securitized papers are rated due to credit enhancement even they can also be
borrowing Cost issued at reduced rate as of debts and hence the originator earns a spread, resulting
in reduced cost of borrowings.
2. Regulatory Acquisition of asset backed belonging to a particular industry say micro industry helps
requirement banks to meet regulatory requirement of investment of fund in industry specific.
3. Protection against In case of recourse arrangement if there is any default by any third party then
default originator shall make good the least amount. Moreover, there can be insurance
arrangement for compensation for any such default.
PARTICIPANTS IN SECURITIZATION
Questions: [RTP- May 2018]
Distinguish between primary and secondary participant in securitization.
Questions: [MTP-Nov-2018-New-4M] [Nov-2018-4M]
Discuss briefly the primary participants in the process of securitization.
Answer:
Broadly, the participants in the process of securitization can be divided into two categories; one is Primary
Participant and the other is Secondary Participant.
2. Rating Agency Since the securitization is based on the pools of assets rather than the originators, the
assets have to be assessed in terms of its credit quality and credit support available. Rating
agency assesses the following:
• Strength of the Cash Flow.
• Mechanism to ensure timely payment of interest and principle repayment.
• Credit quality of securities.
• Liquidity support.
• Strength of legal framework.
Although rating agency is secondary to the process of securitization but it plays a vital role.
3. Receiving and Also, called Servicer or Administrator, it collects the payment due from obligor(s) and
Paying agent passes it to SPV. It also follows up with defaulting borrower and if required initiate
(RPA): appropriate legal action against them. Generally, an originator or its affiliates acts as
servicer.
4. Agent or Trustee Trustees are appointed to oversee that all parties to the deal perform in the true spirit of
terms of agreement. Normally, it takes care of interest of investors who acquires the
securities.
5. Credit Enhancer ⦿ Since investors in securitized instruments are directly exposed to performance of
the underlying and sometime may have limited or no recourse to the originator, they seek
additional comfort in the form of credit enhancement.
⦿ Originator itself or a third party say a bank may provide this additional context
called Credit Enhancer.
⦿ While originator provides his comfort in the form of over collateralization or cash
collateral, the third party provides it in form of letter of credit or surety bonds.
6. Structurer It brings together the originator, investors, credit enhancers and other parties to the deal
of securitization. Normally, these are investment bankers also called arranger of the deal.
It ensures that deal meets all legal, regulatory, accounting and tax laws requirements.
MECHANISM OF SECURITIZATION
Question: [May 2018-4M] [May-2019-4M] [RPT-Aug-2020] [MTP-May-2019-6M]
Discuss briefly the steps involved in securitization mechanism.
Answer:
1. Creation of Pool of The process of securitization begins with creation of pool of assets by segregation of assets
Assets backed by similar type of mortgages in terms of interest rate, risk, maturity and
concentration units.
2. Transfer to SPV One assets have been pooled, they are transferred to Special Purpose Vehicle (SPV)
especially created for this purpose.
3. Sale of Securitized SPV designs the instruments based on nature of interest, risk, tenure etc. based on pool of
Papers assets. These instruments can be Pass Through Security or Pay Through Certificates,
(discussed later).
4. Administration of The administration of assets in subcontracted back to originator which collects principal
assets and interest from underlying assets and transfer it to SPV, which works as a conduct.
5. Recourse to Performance of securitized papers depends on the performance of underlying assets and
Originator unless specified in case of default they go back to originator from SPV.
6. Repayment of SPV will repay the funds in form of interest and principal that arises from the assets pooled.
funds
7. Credit Rating to Sometime before the sale of securitized instruments credit rating can be done to assess the
Instruments risk ofthe issuer.
Credit Originator
Enhancer
Transfer of assets
Trustee SPV
Principal & Interest
minus servicing fees
Revenues from Debt
Securities
Disburses Revenues to
Investors Investors
PROBLEMS IN SECURITIZATION
Question: [SM-TYKQ] [Nov-2019-4M]
What are the main problems faced in securitisation especially in Indian context?
Question: [MPT-Nov-2019-4M] [Nov-2019-4M]
Describe the problems faced in growth of securitization of instruments especially in Indian Context?
Answer:
Following are main problems faced in growth of Securitization of instruments especially in Indian context:
1. Stamp Duty Stamp Duty is one of the obstacle in India. Under Transfer of Property Act, 1882, a mortgage
debt stamp duty which even goes up to 12% in some states of India and this impeded the
growth of securitization in India. It should be noted that since pass through certificate does
not evidence any debt only able to receivable, they are exempted from stamp duty.
Moreover, in India, recognizing the special nature of securitized instruments in some states
has reduced the stamp duty on them.
2. Taxation Taxation is another area of concern in India. In the absence of any specific provision relating
to securitized instruments in Income Tax Act experts’ opinion differ a lot. Some are of
opinion that in SPV as a trustee is liable to be taxed in a representative capacity then other
are of view that instead of SPV, investors will be taxed on their share of income. Clarity is
also required on the issues of capital gain implications on passing payments to the
investors.
3. Accounting Accounting and reporting of securitized assets in the books of originator is another area of
concern. Although securitization is slated to an off-balance sheet instrument but in true
sense receivables are removed from originator’s balance sheet. Problem arises especially
when assets are transferred without recourse.
4. Lack of Every originator follows own format for documentation and administration have lack of
standardization standardization is another obstacle in growth of securitization.
5. Inadequate Debt Lack of existence of a well-developed debt market in India is another obstacle that hinders
Market the growth of secondary market of securitized or asset backed securities.
6. Inadequate Debt For last many years there are efforts are going on for effective foreclosure but still
Market foreclosure laws are not supportive to lending institutions and this makes securitized
instruments especially mortgaged backed securities less attractive as lenders face difficulty
in transfer of property in event of default by the borrower.
SECURITIZATION INSTRUMENTS
Question: [MTP-May-2018-5M] [SM-TYKQ] [MTP-May-2019-6M]
Describe various securitization instruments.
Question: [SM-TYKQ]
Differentiate between PTC and PTS.
Question: [MTP-May-2019-4M]
Describe the concept of stripped securities
Answers:
On the basis of different maturity characteristics, the securitized instruments can be divided into following three
categories:
(A) PASS THROUGH CERTIFICATES (PTCS)
(B) PAY THROUGH SECURITY (PTS)
(C) STRIPPED SECURITIES
Pricing of securitized instruments in an important aspect of securitization. While pricing the instruments, it is important
that it should be acceptable to both originators as well as to the investors. On the same basis pricing of securities can be
divided into following two categories:
(A) From From originator’s point of view, the instruments can be priced at a rate at which originator
Originator’s has to incur an outflow and if that outflow can be amortized over a period of time by
Angle investing the amount raised through securitization.
(B) From Investor’s From an investor’s angle security price can be determined by discounting best estimate of
Angle expected future cash flows using rate of yield to maturity of a security of comparable
security with respect to credit quality and average life of the securities. This yield can also
be estimated by referring the yield curve available for marketable securities, though some
adjustments is needed on account of spread points, because of credit quality of the
securitized instruments.
SECURITIZATION IN INDIA
⦿ It is the Citi Bank who pioneered the concept of securitization in India by bundling of auto loans in securitized
instruments.
⦿ In order to encourage securitization, the Government has come out with Securitization and Reconstruction of
Financial Assets and Enforcement of Security Interest (SARFAESI) Act, 2002, to tackle menace of Non-Performing
Assets (NPAs) without approaching to Court.
⦿ With growing sophistication of financial products in Indian Capital Market, securitization has occupied an
important place.
⦿ As mentioned above, though, initially started with auto loan receivables, it has become an important source of
funding for micro finance companies and NBFCs and even now a day commercial mortgage backed securities are
also emerging. e.g. ICICI Bank, HDFC Bank, NHB etc.
⦿ As per a report of CRISIL, securitization transactions in India scored to the highest level of approximately 70000
crores, in Financial Year 2016. (Business Line, 15th June, 2016)
In order to further enhance the investor base in securitized debts, SEBI allowed FPIs to invest in securitized
debt of unlisted companies up to a certain limit.
Chapter - 8
MUTUAL FUNDS
Contents
Question.1: [Nov-2008-Old-4M]......................................................................................................................................................... 2
Write short notes on the role of Mutual Funds in the Financial Market. ................................................................................. 2
⇨ The role of mutual funds in the financial market is to provide access to the stock markets related investments
to people with less money in their pocket.
⇨ Mutual funds are trusts that pool together resources from small investors to invest in capital market
instruments like shares, debentures, bonds, treasury bills, commercial paper, etc.
⇨ It is quite easy to construct a well-diversified portfolio of stocks, if you have 1,00,000 rupees to invest.
However, how can one diversify his portfolio and manage risk if he has just 1,000 rupees to invest. It is
definitely not possible with direct investments. The only resort here is mutual funds that can provide access
to the financial markets even to such small investors.
⇨ Mutual funds also help small investors for step-by-step monthly saving/investing of smaller amounts.
⇨ The role of sponsor is akin to that of a promoter of a company, who provides the initial capital and appoints
the trustees. The sponsor should be a body corporate in the business of financial services for a period not
less than 5 years, be financially sound and be a fit party to act as sponsor in the eyes of SEBI.
⇨ The Mutual Fund has to be established as either a trustee company or a Trust, under the Indian Trust Act
and the instrument of trust shall be in the form of a deed. The deed shall be executed by the sponsor in
favour of the trustees named in the instrument of trust. The trust deed shall be duly registered under the
provisions of the Indian Registration Act, 1908. The trust deed shall contain clauses specified in the Third
Schedule of the Regulations.
⇨ An Asset Management Company, who holds an approval from SEBI, is to be appointed to manage the affairs
of the Mutual Fund and it should operate the schemes of such fund. The Asset Management Company is set
up as a limited liability company, with a minimum net worth of ` 10 crores.
⇨ The sponsor should contribute at least 40% to the net worth of the Asset Management Company. The
Trustee should hold the property of the Mutual Fund in trust for the benefit of the unit holders.
⇨ SEBI regulations require that at least two-thirds of the directors of the Trustee Company or board of
trustees must be independent, that is, they should not be associated with the sponsors. Also, 50 per cent of
the directors of AMC must be independent. The appointment of the AMC can be terminated by majority of
the trustees or by 75% of the unit holders of the concerned scheme.
⇨ The AMC may charge the mutual fund with Investment Management and Advisory fees subject to
prescribed ceiling. Additionally, the AMC may get the expenses on operation of the mutual fund reimbursed
from the concerned scheme.
⇨ The Mutual fund also appoints a custodian, holding valid certificate of registration issued by SEBI, to have
custody of securities held by the mutual fund under different schemes. In case of dematerialized securities,
this is done by Depository Participant. The custodian must be independent of the sponsor and the AMC.
2. Diversification:
Mutual Funds invest in a number of companies across a broad cross -section of industries and sectors.
Investors achieve this diversification through a Mutual Fund with far less money and risk than one can do
on his own.
3. Convenient Administration:
Investing in a Mutual Fund reduces paper work and helps investors to avoid many problems such as bad
deliveries, delayed payments and unnecessary follow up with brokers and companies.
4. Return Potential:
Over a medium to long term, Mutual Fund has the potential to provide a higher return as they invest in a
diversified basket of selected securities
5. Low Costs:
Mutual Funds are a relatively less expensive way to invest compared to directly investing in the capital
markets because the benefits of scale in brokerage, custodial and other fees translate into lower costs for
investors.
6. Liquidity:
In open ended schemes investors can get their money back promptly at net asset value related pri ces from
the Mutual Fund itself. With close-ended schemes, investors can sell their units on a stock exchange at the
prevailing market price or avail of the facility of direct repurchase at NAV related prices which some close
ended and interval schemes offer periodically.
7. Transparency:
Investors get regular information on the value of their investment in addition to disclosure on the specific
investments made by scheme, the proportion invested in each class of assets and the fund manager’s
investment strategy and outlook.
8. Other Benefits:
Mutual Funds provide regular withdrawal and systematic investment plans according to the need of the
investors. The investors can also switch from one scheme to another without any load.
9. Highly Regulated:
Mutual Funds all over the world are highly regulated and in India all Mutual Funds are registered with SEBI
and are strictly regulated as per the Mutual Fund Regulations which provide excellent investor protection.
11. Flexibility:
There are a lot of features in a regular mutual fund scheme, which imparts flexibility to the scheme. An
investor can opt for Systematic Investment Plan (SIP), Systematic Withdrawal Plan etc. to plan his cash
flow requirements as per his convenience. The wide range of schemes being launched in India by different
mutual funds also provides an added flexibility to the investor to plan his portfolio accordingly.
⇨ The Securities and Exchange Board of India (SEBI) has notified certain valuation norms calculating net
asset value of Mutual fund schemes separately for traded and non-traded schemes. Also, according to
Regulation 48 of SEBI (Mutual Funds) Regulations, mutual funds are requi red to compute Net Asset Value
(NAV) of each scheme and to disclose them on a regular basis – daily or weekly (based on the type of
scheme) and publish them in at least two daily newspapers.
⇨ NAV plays an important part in investors’ decisions to enter or to exit a MF scheme. Analyst use the NAV to
determine the yield on the schemes.
Following are the steps taken for improvement and compliance of standards of mutual fund:
1. All mutual funds should disclose full portfolio of their schemes in the annual report within one month of the
close of each financial year. Mutual fund should either send it to each unit holder or publish it by way of an
advertisement in one English daily and one in regional language.
2. The Asset Management Company must prepare a compliance manual and design internal audit systems
including audit systems before the launch of any schemes. The trustees are also required to constitute an
audit committee of the trustees which will review the internal audit systems and the recommendation of
the internal and statutory audit reports and ensure their rectification.
3. The AMC shall constitute an in-house valuation committee consisting of senior executives includi ng
personnel from accounts, fund management and compliance departments. The committee would on a
regular basis review the system practice of valuation of securities.
4. The trustees shall review all transactions of the mutual fund with the associates on a regular basis.
Investors’ Rights
1. Unit holder has proportionate right in the beneficial ownership of the schemes assets as well as any
dividend or income declared under the scheme.
2. For initial offers unit holders have right to expect allotment of units within 30 days from the closure of
mutual offer period.
3. Receive dividend warrant within 42 days.
4. AMC can be terminated by 75% of the unit holders.
5. Right to inspect major documents i.e. material contracts, Memorandum of Association and Art icles of
Association (M.A. & A.A) of the AMC, Offer document etc.
6. 75% of the unit holders have the right to approve any changes in the close ended scheme.
7. Every unit holder have right to receive copy of the annual statement.
8. Right to wind up a scheme if 75% of investors pass a resolution to that effect.
9. Investors have a right to be informed about changes in the fundamental attributes of a scheme.
Fundamental attributes include type of scheme, investment objectives and policies and terms of i ssue.
10.Lastly, investors can approach the investor relations officer for grievance redressal. In case the investor
does not get appropriate solution, he can approach the investor grievance cell of SEBI. The investor can
also sue the trustees.
Investors’ Obligations:
1. An investor should carefully study the risk factors and other information provided in the offer document.
Failure to study will not entitle him for any rights thereafter.
2. It is the responsibility of the investor to monitor his schemes by studying the reports and other financial
statements of the funds.
2. Treynor Ratio
This ratio is similar to the Sharpe Ratio except it uses Beta of portfolio instead of standard deviat ion. Treynor
ratio evaluates the performance of a portfolio based on the systematic risk of a fund. Treynor ratio is based on
the premise that unsystematic or specific risk can be diversified and hence, only incorporates the systematic
risk (beta) to gauge the portfolio's performance.
3. Jensen’s Alpha
The comparison of actual return of the fund with the benchmark portfolio o f the same risk. Normally, for the
comparison of portfolios of mutual funds this ratio is applied and compared with market return. It shows the
comparative risk and reward from the said portfolio. Alpha is the excess of actual return compared with
expected return
Exchange Traded Funds (ETFs) were introduced in US in 1993 and came to India around 2002. ETF is a hybrid
product that combines the features of an index mutual fund and stock and hence, is also called index shares.
These funds are listed on the stock exchanges and their prices are linked to the underlying index. The
authorized participants act as market makers for ETFs.
ETF can be bought and sold like any other stock on stock exchange. In o ther words, they can be bought or sold
any time during the market hours at prices that are expected to be closer to the NAV at the end of the day.
NAV of an ETF is the value of the underlying component of the benchmark index held by the ETF plus all
accrued dividends less accrued management fees.
There is no paper work involved for investing in an ETF. These can be bought like any other stock by just
placing an order with a broker.
The points of difference between the two types of funds can be explained as under
Parameter Open Ended Fund Closed Ended Fund
Fund Size Flexible Fixed
Liquidity Provider Fund itself Stock Market
Sale Price At NAV plus load, if any Significant Premium/Discount to NAV
Availability Fund itself Through Exchange where listed
Day Trading Not possible Expensive
(i) Answer:
Asset Management Company (AMC): A company formed and registered under Companies Act 1956 and
which has obtained the approval of SEBI to function as an asset management company may be appointed by
the sponsor of the mutual fund as AMC for creation and maintenance of investment portfolios under different
schemes. The AMC is involved in the daily administration of the fund and typically has three departments:
a) Fund Management;
b) Sales and Marketing and
c) Operations and Accounting.
(ii) Answer:
Conditions to be fulfilled by an AMC
(1) The Memorandum and Articles of Association of the AMC is required to be approved by the SEBI.
(2) Any director of the asset management company shall not hold the place of a director in another asset
management company unless such person is independent director referred to in clause (d) of sub -
regulation (1) of regulation 21 of the Regulations and the approval of the Board of asset management
company of which such person is a director, has been obtained. At least 50% of the directors of the AMC
should be independent (i.e. not associated with the sponsor).
(3) The asset management company shall forthwith inform SEBI of any material change in the information or
particulars previously furnished which have a bearing on the approval granted by SEBI.
(a) No appointment of a director of an asset management company shall be made without the prior
approval of the trustees.
(b) The asset management company undertakes to comply with SEBI (Mutual Funds) Regulations, 1996.
(c) No change in controlling interest of the asset management company shall be made unless prior
approval of the trustees and SEBI is obtained.
(i) A written communication about the proposed change is sent to each unit holder and an advertisement
is given in one English Daily newspaper having nationwide circulation and in a newspaper published
in the language of the region where the head office of the mutual fund is situated.
(ii) The unit holders are given an option to exit at the prevailing Net Asset Value without any exit load.
(iii)The asset management company shall furnish such information and documents to the trustees as and
when required by the trustees.
(4) The minimum net worth of an AMC should be ` 10 crores, of which not less than 40% is to be contributed
by the sponsor.
(iii) Answer:
Obligations of the AMC
(1) The AMC shall manage the affairs of the mutual funds and operate the schemes of such fund.
(2) The AMC shall take all reasonable steps and exercise due diligence to ensure that the investment of the
mutual funds pertaining to any scheme is not contrary to the provisions of SEBI Regulations and the trust
deed of the mutual fund.
Question-12 [Nov-2017-Old-4M]
Differentiate between ‘Off-shore funds” and ‘Asset Management Mutual Funds’.
Answer:
Off-Shore Funds Mutual Funds
Raising of Money internationally and Raising of Money domestically as well as
investing money domestically (in India). investing money domestically (in India).
Number of Investors is very few. Number of Investors is very large.
Per Capita investment is very high as Per Capita investment is very low as
investors are HNIs. investors as meant for retail/ small
investors.
Investment Agreement is basis of Offer Document is the basis of
management of the fund. management of the fund.
Question-13 [RTP-May-2019-New]
Explain the concept of side pocketing in mutual fund.
Answer:
In simple words, a Side Pocketing in Mutual Funds leads to separation of risky assets from other investments and
cash holdings. The purpose is to make sure that money invested in a mutual fund, which is linked to stressed assets,
gets locked, until the fund recovers the money from the company or could avoid distress selling of illiquid
securities.
The modus operandi is simple. Whenever, the rating of a mutual fund decreases, the fund shifts the illiquid assets
into a side pocket so that current shareholders can be benefitted from the liquid assets. Consequently, the Net
Asset Value (NAV) of the fund will then reflect the actual value of the liquid assets.
Side Pocketing is beneficial for those investors who wish to hold on to the units of the main funds for long term.
Therefore, the process of Side Pocketing ensures that liquidity is not the problem even in the circumstances of
frequent allotments and redemptions.
Side Pocketing is quite common internationally. However, Side Pocketing has also been resorted to bereft the
investors of genuine returns.
In India recent fiasco in the Infrastructure Leasing and Financial Services (IL&FS) has led to many discussions on
the concept of side pocketing as IL&FS and its subsidiary have failed to fulfill its repayments obligations due to
severe liquidity crisis.
The Mutual Funds have given negative returns because they have completely written off their exposure to IL&FS
instruments.
IMPORTANT NOTES
Chapter - 9
DERIVATIVE ANALYSIS & VALUATION
Contents
(ii) Who are the users and what are the purposes of use? ........................................................................................................... 4
(iii) Enumerate the basic differences between cash and derivatives market. ....................................................................... 4
(i) Derivative is a product/contract whose value is to be derived from the value of one or more basic variables
called bases (underlying assets, index or reference rate). The underlying assets can be Equity, Forex, and
Commodity.
(ii)
Users Purpose
iii Institutional investor For hedging asset allocation, yield enhancement and
to avail arbitrage opportunities.
iv Dealers For hedging position taking, exploiting inefficiencies
and earning dealer spreads.
(iii) The basic differences between Cash and the Derivative market are enumerated below: -
In cash market tangible assets are traded whereas in derivate markets contracts based on tangible or
intangibles assets likes index or rates are traded.
(a) In cash market tangible assets are traded whereas in derivative market contracts based on tangible or
intangibles assets like index or rates are traded.
(b) In cash market, we can purchase even one share whereas in Futures and Options minimum lots are
fixed.
(c) Cash market is riskier than Futures and Options segment because in “Futures and Options” risk is
limited up to 20%.
(d) Cash assets may be meant for consumption or investment. Derivate contracts are for hedging,
arbitrage or speculation.
(e) The value of derivative contract is always based on and linked to the underlying security. However,
this linkage may not be on point-to-point basis.
(f) In the cash market, a customer must open securities trading account with a securities depository
whereas to trade futures a customer must open a future trading account with a derivative broker.
(g) Buying securities in cash market involves putting up all the money upfront whereas buying futures
simply involves putting up the margin money.
(h) With the purchase of shares of the company in cash market, the holder becomes part owner of the
company. While in future it does not happen.
Example: Let us assume Wipro Stock is priced at Rs105/-. In this case, a Wipro 100 call option would have an
intrinsic value of (Rs105 – Rs100 = Rs5). However, a Wipro 100 put option would have an intrinsic value of zero
(Rs100 – Rs105 = -Rs5). Since this figure is less than zero, the intrinsic value is zero. Also, intrinsic value can
never be negative. On the other hand, if we are to look at a Wipro put option with a strike price of Rs120. Then
this particular option would have an intrinsic value of Rs15 (Rs120 – Rs105 = Rs15).
Time Value:
This is the second component of an option’s price. It is defined as any value of an option other than the intrinsic
value. From the above example, if Wipro is trading at Rs105 and the Wipro 100 call option is trading at Rs7,
then we would conclude that this option has Rs2 of time value (Rs7 option price – Rs5 intrinsic value = Rs2 time
value). Options that have zero intrinsic value are comprised entirely of time value.
Time value is basically the risk premium that the seller requires to provide the option buyer with the right to
buy/sell the stock upto the expiration date. This component may be regarded as the Insurance premium of the
option. This is also known as “Extrinsic value.” Time value decays over time. In other words, the time value of
an option is directly related to how much time an option has until expiration. The more time an option has until
expiration, greater the chances of option ending up in the money.
(ii) Stock futures offer a variety of usage to the investors. Some of the key usages are mentioned below:
Investors can take long-term view on the underlying stock using stock futures.
(a) Stock futures offer high leverage. This means that one can take large position with less capital. For example,
paying 20% initial margin one can take position for 100%, i.e., 5 times the cash outflow.
(b) Futures may look over-priced or underpriced compared to the spot price and can offer oppo rtunities to
arbitrage and earn riskless profit.
(c) When used efficiently, single-stock futures can be effective risk management tool. For instance, an investor
with position in cash segment can minimize either market risk or price risk of the underlying stock by taking
reverse position in an appropriate futures contract.
(iii) Up to March 31, 2002, stock futures were settled in cash. The final settlement price is the closing price of
the underlying stock. From April 2002, stock futures are settled by del ivery, i.e., by merging derivatives
position into cash segment.
Suppose on 1st day we take a long position, say at a price of Rs 100 to be matured on 7th day. Now on 2nd day
if the price goes up to Rs 105, the contract will be repriced at Rs 105 at the end of t he trading session and profit
of Rs 5 will be credited to the account of the buyer. This profit of Rs 5 may be drawn and thus cash flow also
increases. This marking to market will result in three things – one, you will get a cash profit of Rs 5; second, the
existing contract at a price of Rs 100 would stand cancelled; and third yo u will receive a new futures contract
at Rs 105. In essence, the marking to market feature implies that the value of the futures contract is set to zero
at the end of each trading day.
Answer:
Future contracts can be characterized by: -
Future contracts being traded on organizatised exchanges, impart liquidity to a trans action. The clearing house
being the counter party to both sides and a transaction, provides a mechanism that g uarantees the honoring of
the contract and ensuring very low level of default.
(b) Arbitrage Operations: Arbitrage is the buying and selling of the same commodity in different markets. A
number of pricing relationships exist in the foreign exchange market, whose violation would imply t he
existence of arbitrage opportunities - the opportunity to make a profit without risk or investment. Th ese
transactions refer to advantage derived in the transactions of foreign currencies by taking the benefits of
difference in rates between two currencies at two different centers at the same time or of difference
between cross rates and actual rates.
For example, a customer can gain from arbitrage operation by purchase of dollars in the local market at cheaper
price prevailing at a point of time and sell the same for sterling in the London market. The Sterling will then be
used for meeting his commitment to pay the import obligation from London.
(c) Rolling Settlement: SEBI introduced a new settlement cycle known as the 'rolling settlement cycle'. This
cycle starts and ends on the same day and the settlement take place on the 'T+5' day, which is 5 business
days from the date of the transaction. Hence, the transaction done on Monday will be settled on the
following Monday and the transaction done on Tuesday will be settled on the following -Tuesday and so on.
Hence unlike a BSE or NSE weekly settlement cycle, in the rolling settlement cycle, the decision has to be
made at the conclusion of the trading session, on the same day, rolling settlement cycles we re introduced
in both exchanges on January 12, 2000. Internationally, most developed countries fol low the rolling
settlement system. For instance both the US and the UK follow a roiling settlement (T+3) system, while the
German stock exchanges follow a (T+2) settlement cycle.
(i) Delta:
It is the degree to which an option price will move given a small change in the underlying stock price. For
example, an option with a delta of 0.5 will move half a rupee for every full rupee movement in the underlying
stock.
The delta is often called the hedge ratio i.e. if you have a portfolio short ‘n’ options (e.g. you have written n calls)
then n multiplied by the delta gives you the number of shares (i.e. units of the underlying) you would need to
create a riskless position –
i.e. a portfolio which would be worth the same whether the stock price rose by a very small amount or fell by a
very small amount
(ii) Gamma:
It measures how fast the delta changes for small changes in the underlying stock price i.e. the delta of the delta.
If you are hedging a portfolio using the delta-hedge technique described under "Delta", then you will want to
keep gamma as small as possible, the smaller it is the less often you will have to adjust the hedge to maintain a
delta neutral position. If gamma is too large, a small change in stock price could wreck your hedge. Adjusting
gamma, however, can be tricky and is generally done using options.
(iii) Vega:
Sensitivity of option value to change in volatility. Vega indicates an absolute change in option value for a one
percentage change in volatility.
(iv) Rho:
The change in option price given a one percentage point change in the risk- free interest rate. It is sensitivity of
option value to change in interest rate. Rho indicates the absolute change in option value for a one percent
change in the interest rate.
Question-12 [May-2015-Old-4M]
State any four assumptions of Black Scholes Model.
Answer:
The model is based on a normal distribution of underlying asset returns. The following assumptions accompany
the model:
1. European Options are considered,
2. No transaction costs,
3. Short term interest rates are known and are constant,
4. Stocks do not pay dividend,
5. Stock price movement is similar to a random walk,
6. Stock returns are normally distributed over a period of time, and
7. The variance of the return is constant over the life of an Option
Question-14 [RTP-May-2019-New]
Explain cash Settlement and Physical Settlement in Derivative contracts and their relative advantages and disadvantages.
Answer:
The physical settlement in case of derivative contracts means that underlying assets are actually delivered on the
specified delivery date. In other words, trades will have to take delivery of the shares against position taken in the
derivative contract.
In case of cash settlement, the seller of the derivative contract does not deliver the underlying asset but transfers
the Cash. It is similar to Index Futures where the purchaser, who wants to settle the contract in cash, will have to
pay or receive the difference between the Spot price of the contract on the settlement date and the
Futures price decided beforehand since it is impossible to affect the physical ownership of the underlying
securities.
The main advantage of cash settlement in derivative contract is high liquidity because of more derivative volume
in cash segment. Moreover, the underlying stocks in derivative contracts has constricted bid-ask spreads. And,
trading in such stocks can be affected at lower impact cost. If the stock is liquid, the impact cost of
bigger trades will be lower.
Further, an adverse move can be hedged. For example, the investors can take a covered short derivative position
by selling the future while still holding the underlying security.
Also, a liquid derivative market facilitates the traders to do speculation. The speculative trading may worry the
regulators but it is also true that without speculative trading, it will not be possible for the derivative market to
stay liquid. So, this leads to some arguments in favour of physical settlement in derivative contract. One advantage
of physical settlement is that it is not subject to manipulation by both the parties to the derivative contract. This
is so because the entire activity is monitored by the broker and the clearing exchange.
However, one main disadvantage of physical delivery is that it is almost impossible to short sell a stock in the
Indian Market.
Therefore, in the end, it can be concluded that, though, physical settlement in derivative contract does curb
manipulation it also affects the liquidity in the derivative segment.
Chapter-10
FOREIGN EXCHANGE EPOSURE & RISK
MANAGEMENT
Contents
◉ In this situation finance manager can allow to quote in customer’s currency (i.e. foreign currency) and
hedge foreign currency risk by using any of following techniques:
(i) Forward contract:
(ii) Money market hedge
(iii) Currency Future
(iv) Currency option
These accounts are Nostro, Vostro and Loro accounts meaning “our”, “your” and “their”.
(i) Nostro Account:
A domestic bank’s foreign currency account maintained in a foreign country and is known as Nostro
Account or “our account with you”.
For example, An Indian bank’s Swiss franc account with a bank in Switzerland.
For example, Indian rupee account maintained by a bank in Switzerland with a bank in India.
In forex market, Leading and lagging are used for two purposes: -
(1) Hedging foreign exchange risk:
A company can lead payments required to be made in a currency that is likely to appreciate. For example,
a company has to pay $100000 after one month from today. The company apprehends the USD to
appreciate. It can make the payment now. Leading involves a finance cost i.e. one month’s intere st cost of
money used for purchasing $100000.
A company may lag the payment that it needs to make in a currency that it is likely to depreciate,
provided the receiving party agrees for this proposition. The receiving party may demand interest for
this delay and that would be the cost of lagging. Decision regarding leading and lagging should be made
after considering (i) likely movement in exchange rate (ii) interest cost and (iii) discount (if any).
(2) Shifting the liquidity by modifying the credit terms between inter-group entities:
For example, A Holding Company sells goods to its 100% Subsidiary. Normal credit term is 90 days.
Suppose cost of funds is 12% for Holding and 15% for Subsidiary. In this case the Holding may grant
credit for longer period to Subsidiary to get the best advantage for the group as a whole. If cost of funds
is 15% for Holding and 12% for Subsidiary, the Subsidiary may lead the payment for the best advantage
of the group as a whole. The decision regarding leading and lagging should be taken on the basis of cost
of funds to both paying entity and receiving entity. If paying and receiving entities have different home
currencies, likely movements in exchange rate should also be considered.
Purchasing Power Parity theory focuses on the ‘inflation – exchange rate’ relationship. There are two
forms of PPP theory: -
payables, export receivables, interest payable on foreign currency loans etc. All such items are to be settled
in a foreign currency. Unexpected fluctuation in exchange rate will have favorable or adverse impact on
its cash flows. Such exposures are termed as transactions exposures.
Chapter - 11
INTERNATIONAL FINANCIAL
MANAGEMENT
Contents
CONTENTS
1. INTERNATIONAL CAPITAL BUDGETING ............................................................................................................ 2
(A) COMPLEXITIES INVOLVED IN INTERNATIONAL CAPITAL BUDGETING ..............................................................................2
(B) PROBLEMS AFFECTING FOREIGN INVESTMENT ANALYSIS ......................................................................................................2
(C) ADJUSTED PRESENT VALUE (APV) .........................................................................................................................................................3
2. INTERNATIONAL SOURCES OF FINANCE .......................................................................................................... 3
(A) FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBS) ..................................................................................................................3
(B) AMERICAN DEPOSITORY RECEIPTS (ADRS) ......................................................................................................................................4
(C) GLOBAL DEPOSITORY RECEIPTS (GDRS) ............................................................................................................................................5
(i) Impact of GDRs on Indian Capital Market .......................................................................................................................................5
(ii) Markets of GDRs........................................................................................................................................................................................6
(iii) Mechanism of GDR..................................................................................................................................................................................6
(iv) Characteristics of GDR ..........................................................................................................................................................................6
(D) EURO-CONVERTIBLE BONDS (ECBS) ....................................................................................................................................................7
(E) OTHER SOURCES .............................................................................................................................................................................................7
3. INTERNATIONAL WORKING CAPITAL MANAGEMENT ............................................................................... 8
(A) REASONS FOR COMPLEXITY IN MANAGEMENT OF INTERNATIONAL CAPITAL MANAGEMENT ...........................8
(B) MULTINATIONAL CASH MANAGEMENT ..............................................................................................................................................8
(C) ACCELERATING CASH INFLOWS ..............................................................................................................................................................9
(D) MANAGING BLOCKED FUNDS ...................................................................................................................................................................9
(E) MINIMISING TAX ON CASH FLOWS THROUGH TRANSFER PRICING MECHANISM .........................................................9
(F) LEADING AND LAGGING ............................................................................................................................................................................ 10
(G) NETTING........................................................................................................................................................................................................... 10
Bilateral Netting System ............................................................................................................................................................................ 10
Multilateral Netting System ..................................................................................................................................................................... 10
(H) INTERNATIONAL INVENTORY MANAGEMENT ............................................................................................................................ 12
(I) INTERNATIONAL RECEIVABLES MANAGEMENT ........................................................................................................................... 12
St 1Before tax value of interests subsidies (on home currency) in year t due to project Specific financing
A type of convertible bond issued in a currency different than the issuer's domestic currency. A convertible bond is
a mix between a debt and equity instrument. It acts like a bond by making regular coupon and principal payments,
but these bonds also give the bondholder the option to convert the bond into stock.
These types of bonds are attractive to both investors and issuers. 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.
(Bondholders take advantage of this appreciation by means of warrants attached to the bonds, which are activated
when the price of the stock reaches a certain point.) 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.
1. Advantages of FCCBs
(i) The convertible bond gives the investor the flexibility to convert the bond into equity at a price or redeem the
bond at the end of a specified period, normally three years if the price of the share has not met his expectations.
(ii) Companies prefer bonds as it leads to delayed dilution of equity and allows company to avoid any current
dilution in earnings per share that a further issuance of equity would cause.
(iii) FCCBs are easily marketable as investors enjoys option of conversion into equity if resulting to capital
appreciation. Further investor is assured of a minimum fixed interest earnings.
2. Disadvantages of FCCBs
(i) Exchange risk is more in FCCBs as interest on bonds would be payable in foreign currency. Thus companies
with low debt equity ratios, large forex earnings potential only opt for FCCBs.
(ii) FCCBs mean creation of more debt and a forex outgo in terms of interest which is in foreign exchange.
(iii) In the case of convertible bonds, the interest rate is low, say around 3–4% but there is exchange risk on the
interest payment as well as re-payment if the bonds are not converted into equity shares. The only major
advantage would be that where the company has a high rate of growth in earnings and the conversion takes
place subsequently, the price at which shares can be issued can be higher than the current market price.
3. Salient Features of FCCBs:
FCCBs are important source of raising funds from abroad. Their salient features are –
1. FCCB is a bond denominated in a foreign currency issued by an Indian company which
can be converted into shares of the Indian Company denominated in Indian Rupees.
2. Prior permission of the Department of Economic Affairs, Government of India, Ministry of
Finance is required for their issue
3. There will be a domestic and a foreign custodian bank involved in the issue
4. FCCB shall be issued subject to all applicable Laws relating to issue of capital by a
company.
5. Tax on FCCB shall be as per provisions of Indian Taxation Laws and Tax will be
deducted at source.
6. Conversion of bond to FCCB will not give rise to any capital gains tax in India.
Depository receipts issued by a company in the United States of America (USA) is known as American Depository
Receipts (ADRs).
Such receipts must be issued in accordance with the provisions stipulated by the Securities and Exchange
Commission of USA (SEC) which are very stringent.
An ADR is generally created by the deposit of the securities of a non-United States company with a custodian bank
in the country of incorporation of the issuing company.
The custodian bank informs the depository in the United States that the ADRs can be issued. ADRs are United States
dollar denominated and are traded in the same way as are the securities of United States companies.
The ADR holder is entitled to the same rights and advantages as owners of the underlying securities in the home
country. Several variations on ADRs have developed over time to meet more specialized demands in different
markets.
One such variation is the GDR which are identical in structure to an ADR, the only difference being that they can be
traded in more than one currency and within as well as outside the United States
Company issues
Ordinary shares
To Foreign investors
Credit The foregoing discussion relating to foreign exchange risk management and international
Instruments capital market shows that foreign exchange operations of banks consist primarily of
purchase and sale of credit instruments. There are many types of credit instruments used in
effecting foreign remittances. They differ in the speed, with which money can be received by
the creditor at the other end after it has been paid in by the debtor at his end. The price or
the rate of each instrument, therefore, varies with extent of the loss of interest and risk of
loss involved. There are, therefore, different rates of exchange applicable to different types of
credit instruments.
International money managers follow the traditional objectives of cash management viz.
(1) effectively managing and controlling cash resources of the company as well as
(2) achieving optimum utilization and conservation of funds.
The main objectives of an effective system of international cash management are:
⦿ To minimise currency exposure risk.
⦿ To minimise overall cash requirements of the company as a whole without disturbing smooth operations of the
subsidiary or its affiliate.
⦿ To minimise transaction costs.
⦿ To minimise country’s political risk.
⦿ To take advantage of economies of scale as well as reap benefits of superior knowledge
(G) NETTING
Question: [May-2012-4M]
Write short notes on meaning and advantage of netting.
Answer:
It is a technique of optimising cash flow movements with the combined efforts of the subsidiaries thereby reducing
administrative and transaction costs resulting from currency conversion. There is a co-ordinated international
interchange of materials, finished products and parts among the different units of MNC with many subsidiaries
buying /selling from/to each other. Netting helps in minimising the total volume of inter-company fund flow.
Advantages derived from netting system includes:
1) Reduces the number of cross-border transactions between subsidiaries thereby decreasing the overall
administrative costs of such cash transfers
2) Reduces the need for foreign exchange conversion and hence decreases transaction costs associated with
foreign exchange conversion.
3) Improves cash flow forecasting since net cash transfers are made at the end of each period
4) Gives an accurate report and settles accounts through co-ordinated efforts among all subsidiaries
Types of Netting
Bilateral Netting System Multilateral Netting System
It involves transactions between the parent and a Each affiliate nets all its inter affiliate receipts against all
subsidiary or between two subsidiaries. If subsidiary X its disbursements. It transfers or receives the balance on
purchases $ 20 million worth of goods from subsidiary Y the position of it being a net receiver or a payer thereby
and subsidiary Y in turn buy $ 30 million worth of goods resulting in savings in transfer / exchange costs. For an
from subsidiary X, then the combined flows add up to $ effective multilateral netting system, these should be a
50 million. But in bilateral netting system subsidiary Y centralised communication system along with
would pay subsidiary X only $10 million. Thus, bilateral disciplined subsidiaries. This type of system calls for the
netting reduces the number of foreign exchange consolidation of information and net cash flow positions
transactions and also the costs associated with foreign for each pair of subsidiaries.
exchange conversion. A more complex situation arises
among the parent firm and several subsidiaries paving
the way to multinational netting system.
$ 50 $ 50
Million Million
Q $ 50 R
Million
The netting system uses a matrix of receivables and payables to determine the net receipt / net payment position of
each affiliate at the date of clearing. A US parent company has subsidiaries in France, Germany, UK and Italy. The
amounts due to and from the affiliates is converted into a common currency viz. US dollar and entered in the following
matrix.
Chapter-12
INTEREST RATE RISK MANAGEMENT
Contents
Floor:
It is a put option on interest rate. Purchase of a Floor enables a lender to fix in advance, a minimal rate for
placing a specified amount for a specified duration, while allowing him to avail benefit of a rise in rates. The
buyer of the floor pays the premium to the seller.
Collars:
It is a combination of a Cap and Floor. The purchaser of a Collar buys a Cap and simultaneously sells a Floor. A
Collar has the effect of locking its purchases into a floating rate of interest that is bounded on both high side
and the low side.
Uses of swaptions:
(a) Swaptions can be used as an effective tool to swap into or out of fixed rate or floating rate interest
obligations, according to a treasurer’s expectation on interest rates. Swaptions can also be used for
protection if a particular view on the future direction of interest rates turned out to be incorrect.
(b) Swaptions can be applied in a variety of ways for both active traders as well as for corporate treasures. Swap
traders can use them for speculation purposes or to hedge a portion of their swap books. It is a valuable tool
when a borrower has decided to do a swap but is not sure of the timing.
(c) Swaptions have become useful tools for hedging embedded option which is common in the natural course of
many businesses.
(d) Swaptions are useful for borrowers targeting an acceptable borrowing rate. By paying an upfront premium,
a holder of a payer’s swaptions can guarantee to pay a maximum fixed rate on a swap, thereby hedging his
floating rate borrowings.
(e) Swaptions are also useful to those businesses tendering for contracts. A business, would certainly find it
useful to bid on a project with full knowledge of the borrowing rate should the contract be won.
Answer:
(i) Plain Vanilla Swap:
Also called generic swap and it involves the exchange of a fixed rate loan to a floating rate loan. Floating rate
basis can be LIBOR, MIBOR, Prime Lending Rate etc.
Re-investment Risk:
This risk is again akin to all those securities, which generate intermittent cash flows in the form of periodic
coupons. The most prevalent tool deployed to measure returns over a period of time is the yield -to-maturity
(YTM) method. The YTM calculation assumes that the cash flows generated during the life of a security is
reinvested at the rate of YTM. The risk here is that the rate at which the interim cash flows are reinvested may
fall thereby affecting the returns.
Thus, reinvestment risk is the risk that future coupons from a bond will not be reinvested at the prevailing
interest rate when the bond was initially purchased.
Default Risk:
The event in which companies or individuals will be unable to make the required payments on their d ebt
obligations. Lenders and investors are exposed to default risk in virtually all forms of credit extensions. To
mitigate the impact of default risk, lenders often charge rates of return that correspond the debtor's level of
default risk. The higher the risk, the higher the required return, and vice versa. This type of risk in the context
of a Government security is always zero. However, these securities suffer from a small variant of default risk i.e.
maturity risk. Maturity risk is the risk associated with the likelihood of government issuing a new security in
place of redeeming the existing security. In case of Corporate Securities it is referred to as credit risk.
Chapter - 13
CORPORATE VALUATION
Contents
Current
Assets Total
Fixed Intangible
Minus
Assets Assets
Current Assets
Liabilities
Book Value = [Total Assets - Long Term Debt] = [Share capital + Free Reserves]
The book value approach will not essentially represent the true price of the assets because:
a) Tangible assets may be undervalued or even overvalued
b) Intangible assets may no longer be of actual saleable worth in the market
c) Long term debt may have a terminal pay out that needs to be catered to
So, in reality, the book value is always adjusted to such factors to assess the ‘net realizable value’ of the
assets and hence is called as the ‘Adjusted Book Value’ approach
a) Take Entity Value as the base, and then adjust for debt values for arriving the ‘EV’;
Or
b) Take a balance sheet based approach, and arrive at EV.
a) Calculate the risk premium for both these two risk factors (beta for the risk factor 1 – interest rate, and beta
of the risk factor 2 – sector growth rate; and, b) Adding the risk free rate of return.
Thus, the formula for APT is represented as :
Rf+ β1(RP1) + β2(RP2) + ….βj(RPn)
Step III And the next step is to find out the Cost of equity. This can be done using the CAPM technique.
Step IV Now as stated earlier, the company would more sooner than later have leveraged funds on its balance
sheet. In the absence of a straight comparison for the resulting capital structure, this would be more
estimate driven. The rate of borrowing cost can also be taken in line with the peers. The bankers to
the private company can also give a quote in this case. Thus, the WACC rate that is to be applied will
be achieved from this step.
Step V Since this is a private company, the owners will demand a return towards ‘goodwill’. However, in
some cases, the acquisition price may include sweeteners for the erstwhile owners to c ontinue in the
merged firm, which will then dispense off the need to perform this step.
Step VI Finally the future cash flows of the private company will be treated (discounted) using the WACC
rate obtained above as the discount factor.
Step VII The sum of the PV of the cashflows generated by the DCF will be the value of the firm.
Question: [TYKQ-SM-New]
Relative Valuation is the method to arrive at a ‘relative’ value using a ‘comparative’ analysis to its peers or similar
enterprises. Elaborate this statement.
Answer:
To elaborate:
(1.) Find out the ‘drivers’ that will be the best representative for deriving at the multiple
(2.) Determine the results based on the chosen driver(s) thru financial ratios
(3.) Find out the comparable firms, and perform the comparative analysis, and,
(4.) Iterate the value of the firm obtained to smoothen out the deviations
Next, assume we do have a comparable firm. May be its demonstrating the same characteristics in a larger scale
than our company F Ltd. But how do we get absolutely sure on this? As discussed earlier, we may take similar
firms from dissimilar industries. Or we get the sum-total of all firms within the industry and then do appropriate
regressions to remove both large-scale factors and structural differences. An important factor would be
leveraged capital. Listed companies do use to a lot more of leverage, and F Ltd may have to seriously recalibrate
if its balance sheet stands light.
And finally, say we have arrived at a conclusion that the comparable firm is indeed an efficient model and is the
correct indicator for appraising F Ltd – taking the values of comparable firms’ Beta and potential growth
estimates, you can value F Ltd.
We can conclude that:
⇨ ‘Relative Valuation’ is a comparative driven approach that assumes that the value of similar firms can form a
good indicator for the value of the tested firm.
Question: [TYKQ-SM-Old]
Differentiate between EVA and MVA.
Answer:
EVA looks at performance of the ‘management’ of a company. It tries to make management more accountable
to their individual decisions and the impact of decisions on the path to progress of the company. The efficiency
of the management gets highlighted in EVA, by evaluating whether returns are genera ted to cover the cost of
capital.
EVA is calculated by ‘the excess of returns over the weighted average cost of invested capital ‘. The formula is
as below:
EVA = NOPAT – (Invested Capital * WACC) OR NOPAT – Capital Charge
The concept NOPAT (net operating profit after tax) is nothing but EBIT plus tax expense.
After arriving at the correct NOPAT, the next step would be finding the capital charge. This would involve finding
out
(a) Invested Capital which would be easy from published financials, as it would be the difference between total
assets subtracted by the non-interest bearing current liabilities, like sundry creditors, billing in advance, etc.
Care should be taken to do the adjustments for non-cash elements like provision for bad and doubtful debts.
(b) Applying the company’s WACC on the invested capital arrived in step (a) Finally the EVA is computed by
reducing the capital charge as calculated by applying the WACC on the invested c apital from the adjusted
NOPAT.
Chapter-14
MERGER ACQUISITION & CORPORATE
RESTRUCTURING
Contents
Question-1 [Nov-2012-Old-4M] [TYKQ-SM-New] ..................................................................................................................... 2
Explain synergy in the context of Mergers and Acquisitions. ...................................................................................................... 2
What is difference between management buy out and leveraged buy out ? State the purpose of leveraged buyout
with help of an example [RTP-Aug-2020-New] ............................................................................................................................. 2
⇨ Internationally, the two most common sources of buy-out operations are divestment of parts of larger groups
and family companies facing succession problems. Corporate groups may seek to sell subsidiaries as part of
a planned strategic disposal programme or more forced reorganization in the face of parental financing
problems. Public companies have, however, increasingly sought to dispose of subsidiaries through an auction
process partly to satisfy shareholder pressure for value maximization.
⇨ In recessionary periods, buy-outs play a big part in the restructuring of a failed or failing businesses and in
an environment of generally weakened corporate performance often represent the only viable purchasers
when parents wish to dispose of subsidiaries.
⇨ The concept of take-over by reverse bid, or of reverse merger, is thus not the usual case of amalgamation of
a sick unit which is non-viable with a healthy or prosperous unit but is a case whereby the entire undertaking
of the healthy and prosperous company is to be merged and vested in the sick company which is non -viable.
such a dismal state of financial affairs, a vast majority of such firms are likely to have a dubious potential for
liquidation.
⇨ Financial restructuring is one such a measure for the revival of only those firms that hold promise/ prospects
for better financial performance in the years to come. To achieve the desired objective, 'such firms warrant
/ merit a restart with a fresh balance sheet, which does not contain past accumulated losses and fictitious
assets and shows share capital at its real/true worth.
Vertical Merger:
This merger happens when two companies that have ‘buyer-seller’ relationship (or potential buyer-seller
relationship) come together
◉ While under the Income Tax Act, there is recognition of demerger only for restructuring as provided for
under sections 391 – 394 of the Companies Act, in a larger context, demerger can happen in other situations
also.
Chapter - 16
STARTUP FINANCE
Contents
SUMMARY:
STARTUP FINANCE
Some of the Innovative Ways How to approach pitch Modes of Financing for Startup India Initiative
to Finance a Startup presentation Startups
For Personal Use Only
(i) Personal financing (i) Introduction (i) Bootstrapping The definition of startup was
(ii) Personal credit lines (ii) Team (a) trade credit provided which is applicable only
(iii) Family and friends (iii) Problem (b) factoring in case of Government Schemes.
Start-up means an entity,
(iv) Peer-to-peer lending (iv) Solution (c) leasing incorporated or registered in
(v) Crowdfunding (v) Marketing/Sales India:
(vi) Microloans (vi) Projections or (ii) Angel investors Not prior to five years,
(vii) Vendor financing Milestones with annual turnover not
(viii) Purchase order (vii) Competition (iii) Venture capital funds exceeding ₹25 crore in any
financing (viii) Business Model preceding financial year, and
Working towards innovation,
(ix) Factoring accounts (ix) Financing
development, deployment or
receivables commercialization of new
products, processes or services
driven by technology or
intellectual property.
Answer:
Startup financing means some initial infusion of money needed to turn an idea (by starting a business) into
reality.
(i) Start up is a part of entrepreneurship. Entrepreneurship is a broader concept and it includes a startup
firm.
(ii) The main aim of startup is to build a concern, conceptualize the idea which it has developed into a reality
and build a product or service. On the other hand, the major objective of an already established
entrepreneurship concern is to attain opportunities with regard to the resources they currently control.
(iii) A startup generally does not have a major financial motive whereas an established entrepreneurship
concern mainly operates on financial motive.
(iv) Peer-to-peer In this process group of people come together and lend money to each other.
lending Peer to peer to lending has been there for many years. Many small and ethnic
business groups having similar faith or interest generally support each other in
their start up endeavors.
(v) Crowdfunding Crowdfunding is the use of small amounts of capital from a large number of
individuals to finance a new business initiative. Crowdfunding makes use of the
easy accessibility of vast networks of people through social media and
crowdfunding websites to bring investors and entrepreneurs together.
(vi) Microloans Microloans are small loans that are given by individuals at a lower interest to a
new business venture.
These loans can be issued by a single individual or aggregated across a number
of individuals who each contribute a portion of the total amount.
(vii) Vendor financing Vendor financing is the form of financing in which a company lends money to
one of its customers so that he can buy products from the company itself.
Vendor financing also takes place when many manufacturers and distributors
are convinced to defer payment until the goods are sold.
This means extending the payment terms to a longer period for e.g. 30 days
payment period can be extended to 45 days or 60 days. However, this depends
on one’s credit worthiness and payment of more money.
(viii) Purchase order The most common scaling problem faced by startups is the inability to find a
financing large new order. The reason is that they don’t have the necessary cash to
produce and deliver the product.
Purchase order financing companies often advance the required funds directly
to the supplier. This allows the transaction to complete and profit to flow up to
the new business.
(ix) Factoring In this method, a facility is given to the seller who has sold the good on credit to
accounts fund his receivables till the amount is fully received. So, when the goods are sold
receivables on credit, and the credit period (i.e. the date upto which payment shall be made)
is for example 6 months, factor will pay most of the sold amount upfront and
rest of the amount later.
PITCH PRESENTATION
Question: [TYKQ-SM]
What do you mean by Pitch Presentation in context of startup Business?
Answer:
Pitch deck presentation is a short and brief presentation (not more than 20 minutes) to investors explaining
about the prospects of the company and why they should invest into the startup business. So, pitch deck
presentation is a brief presentation basically using PowerPoint to provide a quick overview of business plan
and convincing the investors to put some money into the business.
Pitch presentation can be made either during face to face meetings or online meetings with potential
investors, customers, partners, and co-founders.
Here, some of the methods have been highlighted below as how to approach a pitch presentation:
(i) Introduction To start with, first step is to give a brief account of yourself i.e. who are you? What
are you doing? But care should be taken to make it short and sweet. Also, use this
opportunity to get your investors interested in your company. One can also t alk up
the most interesting facts about one’s business, as well as any huge milestones one
may have achieved.
(ii) Team The next step is to introduce the audience the people behind the scenes. The reason
is that the investors will want to know the people who are going to make the
product or service successful.
Moreover, the investors are not only putting money towards the idea but they are
also investing in the team. Also, an attempt should be made to include the
background of the promoter, and how it relates to the new company. Moreover, if
possible, it can also be highlighted that the team has worked together in the past
and achieved significant results.
(iii) Problem Further, the promoter should be able to explain the problem he is going to solve
and solutions emerging from it. Further the investors should be convinced that the
newly introduced product or service will solve the problem convincingly.
For instance, when Facebook was launched in 2004, it added some new features
which give it a more professional and lively look in comparison to Orkut which was
there for some time. It enabled Facebook to become an instant hit among the
people.
Further, customers have no privacy while using Orkut. However, in Facebook, you
can view a person’s profile only if he adds you to his list. These simple yet effective
advantages that Facebook has over Orkut make it an extremely popular social
networking site.
(iv) Solution It is very important to describe in the pitch presentation as to how the company is
planning to solve the problem.
For instance, when Flipkart first started its business in 2007, it brought the concept
of ecommerce in India. But when they started, payment through credit card was
rare.
So, they introduced the system of payment on the basis of cash on delivery which
was later followed by other e-commerce companies in India.
(v) Marketing/ This is a very important part where investors will be deeply interested. The market
Sales size of the product must be communicated to the investors.
This can include profiles of target customers, but one should be prepared to answer
questions about how the promoter is planning to attract the customers. If a
business is already selling goods, the promoter can also brief the investors about
the growth and forecast future revenue.
(vi) Projections It is true that it is difficult to make financial projections for a startup concern. If an
or Milestones organization doesn’t have a long financial history, an educated guess can be made.
Projected financial statements can be prepared which gives an organization a brief
idea about where is the business heading? It tells us that whether the business will
be making profit or loss?
Financial projections include three basic documents that make up a business’s
financial statements i.e. Income statement, Cash flow statement, & Balance sheet.
(vii) Competition Every business organization has competition even if the product or service offered
is new and unique. It is necessary to highlight in the pitch presentation as to how
the products or services are different from their competitors.
If any of the competitors have been acquired, there complete details like name of
the organization, acquisition prices etc. should be also be highlighted.
(viii) Business The term business model is a wide term denoting core aspects of a business
Model including purpose, business process, target customers, offerings, strategies,
infrastructure, organizational structures, sourcing, trading practices, and
operational processes and policies including culture.
(ix) Financing If a startup business firm has raised money, it is preferable to talk about how much
money has already been raised, who invested money into the business and what
they did about it.
If no money has been raised till date, an explanation can be made regarding how
much work has been accomplished with the help of minimum funding that the
company is managed to raise.
It is true that investors like to see entrepreneurs who have invested their own
money. If a promoter is pitching to raise capital he should list how much he is
looking to raise and how he intend to use the funds.
(I) BOOTSTRAPPING
An individual is said to be boot strapping when he or she attempts to found and build a company from personal
finances or from the operating revenues of the new company.
A common mistake made by most founders is that they make unnecessary expenses towards marketing, offices and
equipment they cannot really afford. So, it is true that more money at the inception of a business leads to
complacency and wasteful expenditure. On the other hand, investment by start-ups from their own savings leads to
cautious approach. It curbs wasteful expenditures and enable the promoter to be on their toes all the time.
(b) Factoring
This is a financing method where accounts receivable of a business organization is sold to a commercial finance
company to raise capital. The factor then got hold of the accounts receivable of a business organization and
assumes the task of collecting the receivables as well as doing what would've bee n the paperwork. Factoring
can be performed on a non-notification basis. It means customers may not be told that their accounts have been
sold.
However, there are merits and demerits to factoring. The process of factoring may actually reduce costs for a
business organization. It can actually reduce costs associated with maintaining accounts receivable such as
bookkeeping, collections and credit verifications. If comparison can be made between these costs and fee
payable to the factor, in many cases it has been observed that it even proved fruitful to utilize this financing
method.
(c) Leasing
Another popular method of bootstrapping is to take the equipment on lease rather than purchasing it. It will
reduce the capital cost and also help lessee (person who take the asset on lease) to claim tax exemption. There
are advantages for both the startup businessman using the property or equipment (i.e. the lessee) and the
owner of that property or equipment (i.e. the lessor.) The lessor enjoys tax benefits in the form of depreciation
on the fixed asset leased and may gain from capital appreciation on the property, as well as making a profit
from the lease. The lessee benefits by making smaller payments retain the ability to walk away from the
equipment at the end of the lease term. The lessee may also claim tax benefit in the form of lease rentals paid
by him.
4) The venture capitalist also has a network of contacts in many areas that can add value to the company.
5) The venture capitalist may be capable of providing additional rounds of funding should it be required to
finance growth.
6) Venture capitalists are experienced in the process of preparing a company for an initial public offering
(IPO) of its shares onto the stock exchanges or overseas stock exchange such as NASDAQ.
7) They can also facilitate a trade sale.
The choice of entity for the pooling vehicle falls between a trust and a company, (India,
unlike most developed countries does not recognize a limited partnership), with the trust
form prevailing due to its operational flexibility.
(ii) Offshore Two common alternatives available to offshore investors are: the “offshore structure”
Funds and the “unified structure”.
Offshore structure: Under this structure, an investment vehicle (an LLC or an LP
organized in a jurisdiction outside India) makes investments direc tly into Indian
portfolio companies. Typically, the assets are managed by an offshore manager, while the
investment advisor in India carries out the due diligence and identifies deals
Unified Structure: When domestic investors are expected to participate in the fund, a
unified structure is used. Overseas investors pool their assets in an offshore vehicle that
invests in a locally managed trust, whereas domestic investors directly contribute to the
trust. This is later device used to make the local portfolio investments.
VC Investment Process
The entire VC Investment process can be segregated into the following steps:
(1) Deal VC operates directly or through intermediaries. Mainly many practicing Chartered
Origination Accountants would work as intermediary and through them VC gets the deal.
Before sourcing the deal, the VC would inform the intermediary or its employees about the
following so that the sourcing entity does not waste time:
❖ Sector focus
❖ Stages of business focus
❖ Promoter focus
❖ Turn over focus
Here the company would give a detailed business plan which consists of business model,
financial plan and exit plan. All these aspects are covered in a document which is called
Investment Memorandum (IM). A tentative valuation is also carried out in the IM.
(2) Once the deal is sourced, the same would be sent for screening by the VC. The screening is
Screening generally carried out by a committee consisting of senior level people of the VC. Once the
screening happens, it would select the company for further processing.
(3) Due The screening decision would take place based on the information provided by the company.
Diligence Once the decision is taken to proceed further, the VC would now carry out due diligence. This
is mainly the process by which the VC would try to verify the veracity of the documents taken.
This is generally handled by external bodies, mainly renowned consultants. The fees of due
diligence are generally paid by the VC. However, in many cases, this can be shared between
the investor (VC) and Investee (the company) depending on the veracity of the document
agreement.
(4) Deal Once the case passes through the due diligence, it would now go through the deal structuring.
Structuring The deal is structured in such a way that both parties win.
In many cases, the convertible structure is brought in to ensure that the promoter retains the
right to buy back the share. Besides, in many structures to facilitate the exit, the VC may put a
condition that promoter has also to sell part of its stake along with the VC. Such a clause i s
called tag- along clause
(5) Post In this section, the VC nominates its nominee in the board of the company. The company has
Investment to adhere to certain guidelines like strong MIS, strong budgeting system, strong corporate
Activity governance and other covenants of the VC and periodically keep the VC updated about certain
mile-stones. If milestone has not been met, the company has to give explanation to the VC.
Besides, VC would also ensure that professional management is set up in the company.
(6) Exit At the time of investing, the VC would ask the promoter or company to spell out in detail the
plan exit plan. Mainly, exit happens in two ways: one way is ‘sell to third party (ies )’. This sale can
be in the form of IPO or Private Placement to other VCs.
The second way to exit is that promoter would give a buy back commitment at a pre agreed
rate (generally between IRR of 18% to 25%). In case the exit is not happening in the form o f
IPO or third party sell, the promoter would buy back. In many deals, the promoter buyback is
the first refusal method adopted i.e. the promoter would get the first right of buyback.