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CAPITAL MARKET INSTRUMENTS

A capital market is a market for securities (debt or equity), where business


enterprises and government can raise long-term funds. It is defined as a market in
which money is provided for periods longer than a year, as the raising of short-
term funds takes place on other markets (e.g., the money market). The capital
market is characterized by a large variety of financial instruments: equity and
preference shares, fully convertible debentures (FCDs), non-convertible debentures
(NCDs) and partly convertible debentures (PCDs) currently dominate the capital
market, however new instruments are being introduced such as debentures bundled
with warrants, participating preference shares, zero-coupon bonds, secured
premium notes, etc.

1. SECURED PREMIUM NOTES

SPN is a secured debenture redeemable at premium issued along with a detachable
warrant redeemable after a notice period, say four to seven years. The warrants
attached to SPN gives the holder the right to apply and get allotted equity shares;
provided the SPN is fully paid there is a lock-in period for SPN during which no
interest will be paid for an invested amount. The SPN holder has an option to sell
back the SPN to the company at par value after the lock in period. If the holder
exercises this option, no interest/ premium will be paid on redemption. In case the
SPN holder holds it further, the holder will be repaid the principal amount along
with the additional amount of interest/ premium on redemption in installments as
decided by the company. The conversion of detachable warrants into equity shares
will have to be done within the time limit notified by the company.
Ex-TISCO issued warrants for the first time in India in the year 1992 to raise 1212
crore.

2. DEEP DISCOUNT BONDS

A bond that sells at a significant discount from par value and has no coupon rate or
lower coupon rate than the prevailing rates of fixed-income securities with a
similar risk profile. They are designed to meet the long term funds requirements of
the issuer and investors who are not looking for immediate return and can be sold
with a long maturity of 25-30 years at a deep discount on the face value of
debentures.

Ex-IDBI deep discount bonds for Rs 1 lac repayable after 25 years were sold at a
discount
3. EQUITY SHARES WITH DETACHABLE WARRANTS

A warrant is a security issued by company entitling the holder to buy a given
number of shares of stock at a stipulated price during a specified period. These
warrants are separately registered with the stock exchanges and traded separately.
Warrants are frequently attached to bonds or preferred stock as a sweetener,
allowing the issuer to pay lower interest rates or dividends.
Ex-Essar Gujarat, Ranbaxy, Reliance issue this type of instrument

4. FULLY CONVERTIBLE DEBENTURES WITH INTEREST

This is a debt instrument that is fully converted over a specified period into equity
shares. The instrument conversion can be in one or several phases. When the
instrument is a pure debt, interest is paid to the investor. After conversion, interest
payments cease on the portion that is converted. If project finance is raised through
an FCD issue, the investor can earn interest even when the project is under
implementation. Once the project is operational, the investor can participate in the
profits through share price appreciation and dividend payments

5. EQUIPREF

They are fully convertible cumulative preference shares. This instrument is divided
into 2 parts namely Part A & Part B. Part A is convertible into equity shares
automatically/compulsorily on date of allotment without any application by the
allottee. Part B is redeemed at par or converted into equity after a lock in period at
the option of the at a price 30% lower than the average market price.

6. SWEAT EQUITY SHARES

The phrase `sweat equity' refers to equity shares given to the company's employees
on favorable terms, in recognition of their work. Sweat equity usually takes the
form of giving options to employees to buy shares of the company, so they become
part owners and participate in the profits, apart from earning salary. This gives a
boost to the sentiments of employees and motivates them to work harder towards
the goals of the company. The Companies Act defines `sweat equity shares' as
equity shares issued by the company to employees or directors at a discount or for
consideration other than cash for providing knowhow or making available rights in
the nature of intellectual property rights or value additions, by whatever name
called.

7. TRACKING STOCKS

A tracking stock is a security issued by a parent company to track the results of one
of its Subsidiaries or lines of business; without having claim on the assets of the
division or the Parent company. It is also known as "designer stock". When a
parent company issues a Tracking stock, all revenues and expenses of the
applicable division are separated from the Parents financial statements and bound
to the tracking stock. Oftentimes, this is Done to separate a subsidiary's high-
growth division from a larger parent company that is Presenting losses. The parent
company and its shareholders, however, still control the .


8. MORTGAGE BACKED SECURITIES (MBS)

MBS is a type of asset-backed security, basically a debt obligation that represents a
claim on the cash flows from mortgage loans, most commonly on residential
property. Mortgage backed securities represent claims and derive their ultimate
values from the principal and payments on the loans in the pool. These payments
can be further broken down into different classes of securities, depending on the
riskiness of different mortgages as they are classified under the MBS

9. GLOBAL DEPOSITORY RECEIPTS/ AMERICAN DEPOSITORY
RECEIPTS

A negotiable certificate held in the bank of one country (depository) representing a
specific number of shares of a stock traded on an exchange of another country.
GDR facilitate trade of shares, and are commonly used to invest in companies from
developing or emerging markets. GDR prices are often close to values of related
shares, but they are traded and settled independently of the underlying share.
Listing on a foreign stock exchange requires compliance with the policies of those
stock exchanges. Many times, the policies of the foreign exchanges are much more
stringent than the policies of domestic stock exchange. However a company may
get listed on these stock exchanges indirectly using ADRs and GDRs.
If the depository receipt is traded in the United States of America (USA), it is
called an American Depository Receipt, or an ADR. If the depository receipt is
traded in a country other than USA, it is called a Global Depository Receipt, or a
GDR. But the ADRs and GDRs are an excellent means of investment for NRIs and
foreign nationals wanting to invest in India. By buying these, they can invest
directly in Indian companies without going through the hassle of understanding the
rules and working of the Indian financial market since ADRs and GDRs are
traded like any other stock, NRIs and foreigners can buy these using their regular
equity trading accounts!
Ex- HDFC Bank, ICICI Bank, Infosys have issued both ADR and GDR

10.FOREIGN CURRENCY CONVERTIBLE BONDS(FCCBs)

A convertible bond is a mix between a debt and equity instrument. It is a bond
having regular option coupon and principal payments, but these bonds also give the
bondholder the to convert the bond into stock. FCCB is issued in a currency
different than the issuer's domestic currency. The investors receive the safety of
guaranteed payments on the bond and are also able to take advantage of any large
price appreciation in the company's stock. Due to the equity side of the bond,
which adds value, the coupon payments on the bond are lower for the company,
thereby reducing its debt-financing costs.

11. DERIVATIVES

A derivative is a financial instrument whose characteristics and value depend upon
the characteristics and value of some underlying asset typically commodity, bond,
equity, currency, index, event etc. Advanced investors sometimes purchase or sell
derivatives to manage the risk associated with the underlying security, to protect
against fluctuations in value, or to profit from periods of inactivity or decline.
Derivatives are often leveraged, such that a small movement in the underlying
value can cause a large difference in the value of the derivative.


Derivatives are usually broadly categorized by:

The relationship between the underlying and the derivative (e.g. forward, option,
Swap)
The type of underlying (e.g. equity derivatives, foreign exchange derivatives and
Credit derivatives)
The market in which they trade (e.g., exchange traded or over-the-counter


Futures

A financial contract obligating the buyer to purchase an asset, (or the seller to sell
an asset), such as a physical commodity or a financial instrument, at a
predetermined future date and price. Futures contracts detail the quality and
quantity of the underlying asset; they are standardized to facilitate trading on a
futures exchange. Some futures contracts may call for physical delivery of the
asset, while others are settled in cash. The futures markets are characterized by the
ability to use very high leverage relative to stock markets.
Some of the most popular assets on which futures contracts are available are equity
stocks, indices, commodities and currency


Options

A financial derivative that represents a contract sold by one party (option writer) to
another party (option holder). The contract offers the buyer the right, but not the
obligation, to buy(call) or sell (put) a security or other financial asset at an agreed-
upon price (the strike price) during a certain period of time or on a specific date
(exercise date). A call option gives the buyer, the right to buy the asset at a given
price. This 'given price' is called 'strike price'. It should be noted that while the
holder of the call option has a right to demand sale of asset from the seller, the
seller has only the obligation and not the right. For eg: if the buyer wants to buy
the asset, the seller has to sell it. He does not have a right. Similarly a 'put' option
gives the buyer a right to sell the asset at the 'strike price' to the buyer. Here the
buyer has the right to sell and the seller has the obligation to buy.
So in any options contract, the right to exercise the option is vested with the buyer
of the contract. The seller of the contract has only the obligation and no right. As
the seller of have to be done within the time limit notified by the company.


12. PARTICIPATORY NOTES

Also referred to as "P-Notes" Financial instruments used by investors or hedge
funds that are not registered with the Securities and Exchange Board of India to
invest in Indian securities. Indian-based brokerages buy India-based securities and
then issue participatory notes to foreign investors. Any dividends or capital gains
collected from the underlying securities go back to the investors. These are issued
by FIIs to entities that want to invest in the Indian stock market but do not want to
register themselves with the SEBI. RBI, which had sought a ban on PNs, believes
that it is tough to establish the beneficial ownership or the identity of ultimate
investors

13. HEDGE FUND

A hedge fund is an investment fund open to a limited range of investors
that undertakes a wider range of investment and trading activities in both
domestic and international markets, and that, in general, pays a
performance fee to its investment manager. Every hedge fund has its
own investment strategy that determines the type of investments and the
methods of investment it undertakes. Hedge funds, as a class, invest in a
broad range of investments including shares, debt and commodities.
As the name implies, hedge funds often seek to hedge some of the risks
inherent in their investments using a variety of methods, with a goal to
generate high returns through aggressive investment strategies, most
notably short selling, leverage, program trading, swaps, arbitrage and
derivatives.
Legally, hedge funds are most often set up as private investment
partnerships that are open to a limited number of investors and require a
very large initial minimum investment. Investments in hedge funds are
illiquid as they often require investors keep their money in the fund for
at least one year.












Instruments traded in the capital market
The capital market, as it is known, is that segment of the financial market that deals
with the effective channeling of medium to long-term funds from the surplus to the
deficit unit. The process of transfer of funds is done through instruments, which are
documents (or certificates), showing evidence of investments. The instruments
traded (media of exchange) in the capital market are:
1. Debt Instruments

A debt instrument is used by either companies or governments to generate funds
for capital-intensive projects. It can obtain either through the primary or secondary
market. The relationship in this form of instrument ownership is that of a borrower
creditor and thus, does not necessarily imply ownership in the business of the
borrower. The contract is for a specific duration and interest is paid at specified
periods as stated in the trust deed
*
(contract agreement). The principal sum
invested, is therefore repaid at the expiration of the contract period with interest
either paid quarterly, semi-annually or annually. The interest stated in the trust
deed may be either fixed or flexible. The tenure of this category ranges from 3 to
25 years. Investment in this instrument is, most times, risk-free and therefore yields
lower returns when compared to other instruments traded in the capital
market. Investors in this category get top priority in the event of liquidation of a
company.

When the instrument is issued by:

The Federal Government, it is called a Sovereign Bond;

A state government it is called a State Bond;

A local government, it is called a Municipal Bond; and

A corporate body (Company), it is called a Debenture, I ndustrial Loan or
Corporate Bond

2. Equities (also called Common Stock)
This instrument is issued by companies only and can also be obtained either in the
primary market or the secondary market. Investment in this form of business
translates to ownership of the business as the contract stands in perpetuity unless
sold to another investor in the secondary market. The investor therefore possesses
certain rights and privileges (such as to vote and hold position) in the company.
Whereas the investor in debts may be entitled to interest which must be paid, the
equity holder receives dividends which may or may not be declared.

The risk factor in this instrument is high and thus yields a higher return (when
successful). Holders of this instrument however rank bottom on the scale of
preference in the event of liquidation of a company as they are considered owners
of the company.





3. Preference Shares

This instrument is issued by corporate bodies and the investors rank second (after
bond holders) on the scale of preference when a company goes under. The
instrument possesses the characteristics of equity in the sense that when the
authorized share capital and paid up capital are being calculated, they are added to
equity capital to arrive at the total. Preference shares can also be treated as a debt
instrument as they do not confer voting rights on its holders and have a dividend
payment that is structured like interest (coupon) paid for bonds issues.

Preference shares may be:

Irredeemable, convertible: in this case, upon maturity of the instrument, the
principal sum being returned to the investor is converted to equities even
though dividends (interest) had earlier been paid.

Irredeemable, non-convertible: here, the holder can only sell his holding in
the secondary market as the contract will always be rolled over upon
maturity. The instrument will also not be converted to equities.

Redeemable: here the principal sum is repaid at the end of a specified
period. In this case it is treated strictly as a debt instrument.




4. Derivatives

These are instruments that derive from other securities, which are referred to as
underlying assets (as the derivative is derived from them). The price, riskiness and
function of the derivative depend on the underlying assets since whatever affects
the underlying asset must affect the derivative. The derivative might be an asset,
index or even situation. Derivatives are mostly common in developed economies.
Some examples of derivatives are:

Mortgage-Backed Securities (MBS)
Asset-Backed Securities (ABS)
Futures
Options
Swaps
Rights
Exchange Traded Funds or commodities

Of all the above stated derivatives, the common one in Nigeria is Rights where by
the holder of an existing security gets the opportunity to acquire additional quantity
to his holding in an allocated ratio.
.













Role and importance of capital market

Like the money market capital market is also very important. It plays a significant
role in the national economy. A developed, dynamic and vibrant capital market can
immensely contribute for speedy economic growth and development.
Let us get acquainted with the important functions and role of the capital market.
1. Mobilization of Savings ;
Capital market is an important source for mobilizing idle savings from the
economy. It mobilizes funds from people for further investments in the
productive channels of an economy. In that sense it activates the ideal monetary
resources and puts them in proper investments.

2. Capital Formation:
Capital market helps in capital formation. Capital formation is net addition to the
existing stock of capital in the economy. Through mobilization of ideal resources
it generates savings; the mobilized savings are made available to various
segments such as agriculture, industry, etc. This helps in increasing capital
formation.
3. Provision of Investment Avenue :
Capital market raises resources for longer periods of time. Thus it provides an
investment avenue for people who wish to invest resources for a long period of
time. It provides suitable interest rate returns also to investors. Instruments such
as bonds, equities, units of mutual funds, insurance policies, etc. definitely
provides diverse investment avenue for the public.
4. Speed up Economic Growth and Development :
Capital market enhances production and productivity in the national economy.
As it makes funds available for long period of time, the financial requirements of
business houses are met by the capital market. It helps in research and
development. This helps in, increasing production and productivity in economy
by generation of employment and development of infrastructure.

5. Proper Regulation of Funds :
Capital markets not only help in fund mobilization, but it also helps in proper
allocation of these resources. It can have regulation over the resources so that it
can direct funds in a qualitative manner.
6. Service Provision:
As an important financial set up capital market provides various types of
services. It includes long term and medium term loans to industry, underwriting
services, consultancy services, export finance, etc. These services help the
manufacturing sector in a large spectrum.

7. Continuous Availability of Funds :
Capital market is place where the investment avenue is continuously available for
long term investment. This is a liquid market as it makes fund available on
continues basis. Both buyers and seller can easily buy and sell securities as they
are continuously available. Basically capital market transactions are related to the
stock exchanges. Thus marketability in the capital market becomes easy.

These are the important functions of the capital market.























.

Primary Market Reforms:


i) The improved disclosure standards, introduction of prudential norms, and
simplification of issue procedures.
(ii) Companies required disclosing all material facts and specific risk factors
associated with their projects while making public issues.
(iii) Listing agreements of stock exchanges amended to require listed companies to
furnish annual statement to the exchanges showing variations between financial
projections and projected utilization of funds in the offer document and actual
figures. This is to enable shareholders to make comparisons between performance
and promises.
(iv) SEBI introduces a code of advertisement for public issues to ensure fair and
truthful disclosures.
(v) Disclosure norms further strengthened by introducing cash flow statements.
(vi) New issue procedures introducedbook building for institutional investors
aimed at reducing costs of issuing shares.
(vii) SEBI introduces regulations governing substantial acquisition of shares and
takeovers and lays down conditions under which disclosures and mandatory public
offers are to be made to the shareholders.




Secondary Market Reforms:

Several reforms were introduced into the Stock Exchange administration, security
trading, settlement, delivery Vs Payment, security transfer, trading in derivatives,
investor protection fund etc. are explained in the following paragraphs:

1. Stock Exchanges:

Membership of governing boards of Stock Exchanges, were changed to include
50% outside (non-broker) representatives. SEBI had constituted a group which
reviewed and examined the structure of Stock Exchanges and examined the legal
and financial issues involved in demutualising Stock Exchanges.
2. Depth and Breadth in the market:

India has a unique distinction of having highest number of companies listed on
the Stock Exchanges. But all companies shares are not traded. Policy makers have
to explore new options to increase depths and breadth in the Indian Stock
Exchanges.

3. Dematerialization

Power was granted to SEBI to register and regulate depositories and custodians
through an amendment to SEBI Act in 1995. There has been substantial progress
in dematerialization. Number of companies available for demat with NSDL has
increased from 23 in 1997 to 4172 in 2002.


4. Institutionalization

The Indian Capital Market was dominated by individual investors, till the early
part of the 1990s. Earlier institutional investors like LIC, GIC, DFIs, banks etc. used
to take minor roles. SEBI permitted private funds, Non-resident Indians, NBFCs
and overseas corporate bodies to trade in securities. Of the above mentioned,
only three classes of investors are very active, individuals, mutual funds and FIIs.


5. Development of Financial infrastructure

It involves the development of informed investor class, legal and regulatory
environment, institutional investors, world class security trading and payment and
settlement systems. It also includes promoting investor associations, self-
regulatory organizations (SROs), and setting up of depositorys surveillance
system. As another step towards this, SEBI has introduced new financial
instruments (derivatives) into the Capital Market.
6. Derivatives

Derivatives are financial contracts, or financial instruments, whose prices are
derived from the price of something else (known as the underlying). The
underlying price on which a derivative is based can be that of an asset (e.g.,
commodities, equities (stocks), residential mortgages, commercial real estate,
loans, and bonds), an index (e.g., interest rates, exchange rates, stock market
indices, consumer price index (CPI), or other items. Credit derivatives are based
on loans, bonds or other forms of credit. Futures and options belong to the family
of derivative financial products. The name is coined from the fact that the price of
these products can be derived from the price of a so called underlying product.
Derivative products of BSE are futures and options contracts. These can play a
vital role in promoting market efficiency through better price discovery and risk
transfer. SEBI granted approval to NSE and BSE to start trading in index futures
contract in April 2000 and May 2000 respectively. SEBI also approved the
proposal of NSE and BSE to start trading in index options contracts in June 2001.

.

























Major Reforms in the Primary Market


S.N Type of Reform
1 Merit-based regime to disclosure-
based regime. Disclosure and
Investor Protection. Guidelines
issued.

2 Pricing of public issues determined
by the market.

3 System of proportional allotment of
shares introduced.

4 Banks and public sector undertakings
allowed to raise funds from the
primary market.

5 Accounting standards close to
international standards
6 Corporate Governance Guidelines
issued.
7 Discretionary allotment system to
QIBs has been withdrawn
8 Mutual funds are encouraged in both
the public and private sectors and
have been given permission to invest
overseas and Guidelines were issued
for private placement of debt.
9 Securities and Exchange Board of
India promotes Self-Regulatory
Organizations.
10 Allocation to retail investors
increased from 25 percent to 35
percent.
11 Separate allocation of 5 percent to
domestic mutual funds within the
QIB category.
12 Freedom to fix face value of shares
below Rs. 10 per share only in cases
where the issue price is Rs. 50 or
more.
13 Shares allotted on a preferential basis
as well as the pre-allotment holding
are subjected to lock-in period of six
months to prevent sale of shares.


Major Reforms in the Secondary Market



Major Reforms in the Secondary
Market
Type of Reform
S.N
1 Registration of market
intermediaries made mandatory.
2 Capital adequacy norms specified
for brokers and sub-brokers of
Stock Exchanges.

3 Guidelines issued on Listing
Agreement between Stock
Exchanges and corporate.
4 Settlement cycle shortened to T+2.
5 Stock Exchanges and other
intermediaries, including mutual
funds, inspected.
6 Regulation of Substantial
Acquisition of Shares and
Takeovers, 1997.
7 Foreign institutional investors
(FIIs) allowed to invest in Indian
Capital Market, 1992.
8 Order-driven, fully automatic,
anonymous screen-based trading
introduced.
9 Depositories Act, 1996, enacted.
10 Guidelines issued on Corporate
Governance.
11 Fraudulent and unfair trade
practices, including insider trading,
prohibited by Securities and
Exchange Board of India.
12 Straight-through processing
introduced and made mandatory
for institutional trades.
13 Margin trading and securities
lending and borrowing schemes
introduced.
14 Separate trading platform,
Indonext, for small and medium-
sized enterprises (SME) sector
launched.

15

Notification of corporatization and
Demutualization of Stock
Exchanges.
16

Settlement and trade guarantee fund
and
Investor protection fund set up.
17





Comprehensive risk management
system
(capital adequacy, trading and
exposure limit,
margin requirement, index-based
market-wide
circuit breaker, online position
monitoring,
automatic disablement of terminals)
put in
Place.
18

Comprehensive surveillance system
put in
Place.
19 Securities Appellate Tribunal set up
July 28,
1997.
20




Mutual funds and FIIs to begin
entering the
unique client code (UCC) pertaining
to the
parent entity at the order-entry level
and
entered UCCs for individual
schemes and
sub-accounts for the post-closing
session.

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