Debt Instruments 163l5

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Executive Summary

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Introduction

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Financial Market & Its Classification

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Financial Instruments & Its Classification

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Definition & Types Of Debt Instruments

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Importance Of Debt Instruments

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Types Of Debt Instruments

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Comparison Between Debt & Ownership Instruments

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RBI/SEBI Guidelines On Debt Instruments

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Case Study

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Conclusion

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Bibliography

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Babliography

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Vnderstanding and measuring liquidity of government bond markets is important to various market participants. Primarily, these markets serve to governments for financing purposes. Market participants use government bonds as collateral, as benchmarks for pricing other financial instruments and as hedging or investment instruments. Central banks extract from these markets information on future interest rates and use government bonds as a monetary policy instrument. Liquidity directly affects the usability of government bonds for these purposes. Vntil recently, most research articles focused on stock or foreign exchange markets and only few were dedicated to government bond markets. Researchers and regulators started to focus on the liquidity of government bond markets after the financial market turmoil in 1998, which had an impact even on such liquid markets like the V. S. Treasury market. Through the efforts of this project, we understood in depth the various instruments used by individuals as well as by organizations for raising and using debt. Earlier we were under the impression that we have limited instruments and limited scope to the debt markets but after this study, we are aware of the various opportunities in the debt instrument market

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The debt market is a bigger source of borrowed funds than the banking system. The market for debt is larger than the market for equities (i.e., is larger than the stock market). The debt market is commonly divided into the so-called money market (short-term debt, maturity of one year or less) and the so-called capital market (long-term debt). Both of these are misnomers. All productive assets are capital (including equities). The terminology may be rationalized by the convention that ’ expenses are amortized over periods in excess of one year. "Money market" instruments are debt and although they can be used as a store of value they can only be regarded as a medium of exchange in the sense that they are readily sold at a price which is usually predictable within a short time frame. Moreover, it is hard to base a conceptual distinction between money & non-money based on a one-year maturity dividing line. Most debt instruments are not traded through exchanges, but are traded over-the-counter (OTC) in a telephone/electronic network market where dealers or brokers frequently act as direct intermediaries. Money-market instruments usually have such large denominations that they are not accessible to small investors except through mutual funds. The market for debt can be viewed as a market for money in the sense that sellers of debt (lenders) have a supply of money which is demanded by would-be buyers (borrowers). In this model, interest rates are the "price" of money. An increase in demand to borrow money due to increased economic opportunity increases interest rates (everything else being equal). The market for debt is influenced by term-to-maturity, creditworthiness of borrowers, security for loan and many other factors. By their control of money supply, government central banks try to manipulate interest rates to stimulate their economies without causing inflation.

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½| | | |½|| A financial market is a mechanism that allows people to buy and sell (trade) financial securities (such as stocks and bonds), commodities (such as precious metals or agricultural goods), and other fungible items of value at low transaction costs and at prices that reflect the efficient-market hypothesis. Both general markets (where many commodities are traded) and specialized markets (where only one commodity is traded) exist. Markets work by placing many interested buyers and sellers in one "place", thus making it easier for them to find each other. An economy which relies primarily on interactions between buyers and sellers to allocate resources is known as a market economy in contrast either to a command economy or to a non-market economy such as a gift economy. In finance, financial markets facilitate: 3 3 3

The raising of capital (in the capital markets) The transfer of risk (in the derivatives markets) International trade (in the currency markets)

± and are used to match those who è capital to those who it. Typically a borrower issues a receipt to the lender promising to pay back the capital. These receipts are ’ which may be freely bought or sold. In return for lending money to the borrower, the lender will expect some compensation in the form of interest or dividends. In mathematical finance, the concept of a financial market is defined in of a continuous-time Brownian motion stochastic process. Typically, the term means the aggregate of possible buyers and sellers of a certain good or service and the transactions between them. The term "market" is sometimes used for what are more strictly ’ , organizations that facilitate the trade in financial securities, e.g., a stock exchange or commodity exchange. This may be a physical location (like the NYSE) or an electronic system (like NASDAQ). Much trading of stocks ›



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takes place on an exchange; still, corporate actions (merger, spinoff) are outside an exchange, while any two companies or people, for whatever reason, may agree to sell stock from the one to the other without using an exchange. Trading of currencies and bonds is largely on a bilateral basis, although some bonds trade on a stock exchange, and people are building electronic systems for these as well, similar to stock exchanges. Financial markets can be domestic or they can be international.



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½ The financial markets can be divided into different subtypes: 3

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Capital markets which consist of: x Stock markets, which provide financing through the issuance of shares or common stock, and enable the subsequent trading thereof. x Bond markets, which provide financing through the issuance of bonds, and enable the subsequent trading thereof. Commodity markets, which facilitate the trading of commodities. Money markets, which provide short term debt financing and investment. Derivatives markets, which provide instruments for the management of financial risk. Futures markets, which provide standardized forward contracts for trading products at some future date; see also forward market. Insurance markets, which facilitate the redistribution of various risks. Foreign exchange markets, which facilitate the trading of foreign exchange.

The capital markets consist of primary markets and secondary markets. Newly formed (issued) securities are bought or sold in primary markets. Secondary markets allow investors to sell securities that they hold or buy existing securities. Raising the capital To understand financial markets, let us look at what they are used for, i.e. what Without financial markets, borrowers would have difficulty finding lenders themselves. Intermediaries such as banks help in this process. Banks take deposits from those who have money to save. They can then lend money from this pool of deposited money to those who seek to borrow. Banks popularly lend money in the form of loans and mortgages. More complex transactions than a simple bank deposit require markets where lenders and their agents can meet borrowers and their agents, and where existing borrowing or lending commitments can be sold on to other ›



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parties. A good example of a financial market is a stock exchange. A company can raise money by selling shares to investors and its existing shares can be bought or sold. The following table illustrates where financial markets fit in the relationship between lenders and borrowers: Relationship between lenders and borrowers Lenders

Financial Intermediaries

Financial Markets

Interbank Banks Stock Exchange Individuals Insurance Companies Money Market Pension Funds Bond Market Companies Mutual Funds Foreign Exchange

Borrowers Individuals Companies Central Government Municipalities Public Corporations

Lenders Many individuals are not aware that they are lenders, but almost everybody does lend money in many ways. A person lends money when he or she: 3 3 3 3 3

puts money in a savings at a bank; contributes to a pension plan; pays s to an insurance company; invests in government bonds; or invests in company shares.

tend to be borrowers of capital. When companies have surplus cash that is not needed for a short period of time, they may seek to make

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money from their cash surplus by lending it via short term markets called money markets. There are a few companies that have very strong cash flows. These companies tend to be lenders rather than borrowers. Such companies may decide to return cash to lenders (e.g. via a share buyback.) Alternatively, they may seek to make more money on their cash by lending it (e.g. investing in bonds and stocks.) Borrowers borrow money via bankers' loans for short term needs or longer term mortgages to help finance a house purchase. borrow money to aid short term or long term cash flows. They also borrow to fund modernization or future business expansion. often find their spending requirements exceed their tax revenues. To make up this difference, they need to borrow. Governments also borrow on behalf of nationalised industries, municipalities, local authorities and other public sector bodies. In the V , the total borrowing requirement is often referred to as the Public sector net cash requirement (PSNCR). Governments borrow by issuing bonds. In the V , the government also borrows from individuals by offering bank s and Bonds. Government debt seems to be permanent. Indeed the debt seemingly expands rather than being paid off. One strategy used by governments to reduce the of the debt is to influence . ’ ’ may borrow in their own name as well as receiving funding from national governments. In the V , this would cover an authority like Hampshire County Council. ’ typically include nationalised industries. These may include the postal services, railway companies and utility companies. Many borrowers have difficulty raising money locally. They need to borrow internationally with the aid of Foreign exchange markets.

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Derivative products During the 1980s and 1990s, a major growth sector in financial markets is the trade in so called derivative products, or derivatives for short. In the financial markets, stock prices, bond prices, currency rates, interest rates and dividends go up and down, creating . Derivative products are financial products which are used to ’ risk or paradoxically risk. It is also called financial economics. Currency markets Seemingly, the most obvious buyers and sellers of currency are importers and exporters of goods. While this may have been true in the distant past, when international trade created the demand for currency markets, importers and exporters now represent only 1/32 of foreign exchange dealing, according to the Bank for International Settlements. The picture of foreign currency transactions today shows: 3 3 3 3 3

Banks/Institutions Speculators Government spending (for example, military bases abroad) Importers/Exporters Tourists

Analysis of financial markets Much effort has gone into the study of financial markets and how prices vary with time. Charles Dow, one of the founders of Dow Jones & Company and The Wall Street Journal, enunciated a set of ideas on the subject which are now called Dow Theory. This is the basis of the so-called technical analysis method of attempting to predict future changes. One of the tenets of "technical analysis" is that market trends give an indication of the future, at least in the short term. The claims of the technical analysts are disputed by many academics, who claim that the evidence points rather to the random walk hypothesis, which states that the next change is not correlated to the last change. ›



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½| || | |½|| Definition: A real or virtual document representing a legal agreement involving some sort of monetary value. In today's financial marketplace, financial instruments can be classified generally as equity based, representing ownership of the asset, or debt based, representing a loan made by an investor to the owner of the asset. Foreign exchange instruments comprise a third, unique type of instrument. Different subcategories of each instrument type exist, such as preferred share equity and common share equity, for example ½| !" There are many kinds of financial instruments in the market that are widely used today. 1) Futures - This is the type of currency that is defined as forward transactions that have standard sizes as well as dates of maturity. One example is 500,000 British pounds for next December at a rate previously agreed upon. The Futures have been standardized and usually they are traded on the exchange rates created for such purpose. The contract has an average length of 3 months roughly. The contracts usually include interest of any amount. 2) Forward Transaction - Another way to deal with the risk of the Foreign exchange is to deal in a transaction termed as forward transaction. In this type of transaction, one's money doesn't change the hands actually not until there is an agreed upon date in the future. The buyer and the seller agree on an exchange rate for a date anytime in the future, and the deal occurs on that particular date, and this is regardless of what the rates in the market would be then. Duration of trading could be carried out in a few days, months and even years. 3) Spot - This type of transaction is defined by its two-day delivery which when compared to the future type of contracts that have the duration of usually three months. The spot trade represents the "direct exchange" between two kinds of currencies. The spot has the shortest length of time. It involves money or cash rather than the

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contract. The interest is exclusive in the agreed transaction. The spot market is the source for the data of this study. Swap - This is the most common kind of forward transaction. The currency swap consists of two parties exchanging currencies for a period of time. The two parties agree to reverse the trade at a certain later date. The Swap however is not considered as contracts and swaps are not traded through the exchange. Commercial u commercial paper is a short term negotiable money market instrument. is a note in evidence of the debt obligation of the issuer. On issuing commercial paper the debt obligation is transformed into an instrument. is thus an unsecured promissory note privately placed with investors at a discount rate to face value determined by market forces. is freely negotiable by endorsement and delivery. A company shall be eligible to issue provided - (a) the tangible net worth of the company, as per the latest audited balance sheet, is not less than Rs. 4 crore (b) the working capital (fund-based) limit of the company from the banking system is not less than Rs.4 crore and (c) the borrowal of the company is classified as a Standard Asset by the financing bank/s. The minimum maturity period of is 7 days. The minimum credit rating shall be P-2 of CRISIL or such equivalent rating by other agencies. Treasury Bills-Treasury Bills are short term (up to one year) borrowing instruments of the union government. It is an IOV of the Government. It is a promise by the Government to pay a stated sum after expiry of the stated period from the date of issue (14/91/182/364 days i.e. less than one year). They are issued at a discount to the face value, and on maturity the face value is paid to the holder. The rate of discount and the corresponding issue price are determined at each auction. Certificate Of Deposit- u ! " # $ ! ! " !!" % & " %&"' # ( # !"# ) $!"#" *&(# ) $!"#

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) $ +,, ) 8) American Depository Receipt (ADR)#Certificates issued by a V.S. depository bank, representing foreign shares held by the bank, usually by a branch or correspondent in the country of issue. One ADR may represent a portion of a foreign share, one share or a bundle of shares of a foreign corporation. If the ADR's are "sponsored," the corporation provides financial information and other assistance to the bank and may subsidize the istration of the ADR "Vnsponsored" ADRs do not receive such assistance. 9) Global Depository Receipt (GDR)-A global depository receipt is a dollar denominated instrument traded on a stock exchange in Europe or the V.S.A . or both. It represents a certain number of underlying equity shares. Though the GDR is quoted & traded in dollar , the underlying equity shares are denominated in rupees. The shares are issued by the company to an intermediary called depository in whose name the shares are ed. It is the depository which subsequently issues the GDRs.

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In most of the countries, the debt market is more popular than the equity market. This is due to the sophisticated bond instruments that have returnreaping assets as their underlying. In the VS, for instance, the corporate bonds (like mortgage bonds) became popular in the 1980s. However, in India, equity markets are more popular than the debt markets due to the dominance of the government securities in the debt markets. Moreover, the government is borrowing at a pre-announced coupon rate targeting a captive group of investors, such as banks. This, coupled with the automatic monetization of fiscal deficit, prevented the emergence of a deep and vibrant government securities market. The bond markets exhibit a much lower volatility than equities, and all bonds are priced based on the same macroeconomic information. The bond market liquidity is normally much higher than the stock market liquidity in most of the countries. The performance of the market for debt is directly related to the interest rate movement as it is reflected in the yields of government bonds, corporate debentures, MIBOR-related commercial papers,and non-convertible debentures.

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| $ |& |½| ½% The debt market is a market where fixed income securities issued by the Central and state governments, municipal corporations, government bodies, and commercial entities like financial institutions, banks, public sector units, and public limited companies. Therefore, it is also called fixed income market. The key role of the debt markets in the Indian Economy stems from the following reasons: 3 3 3 3

Efficient mobilization and allocation of resources in the economy Financing the development activities of the Government Transmitting signals for implementation of the monetary policy Facilitating liquidity management in tune with overall short term and long term objectives.

Since the Government Securities are issued to meet the short term and long term financial needs of the government, they are not only used as instruments for raising debt, but have emerged as key instruments for internal debt management, monetary management and short term liquidity management. The returns earned on the government securities are normally taken as the benchmark rates of returns and are referred to as the risk free return in financial theory. The Risk Free rate obtained from the G-sec rates are often used to price the other non-govt. securities in the financial markets. Advantages of debt instruments: 3 3 3 3 3

Reduction in the borrowing cost of the Government and enable mobilization of resources at a reasonable cost. Provide greater funding avenues to public-sector and private sector projects and reduce the pressure on institutional financing. Enhanced mobilization of resources by unlocking illiquid retail investments like gold. Development of heterogeneity of market participants Assist in development of a reliable yield curve and the term structure of interest rates.

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Risks associated with debt securities The debt market instrument is not entirely risk free. Specifically, two main types of risks are involved, i.e., default risk and the interest rate risk. The following are the risks associated with debt securities: 3

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Default Risk: This can be defined as the risk that an issuer of a bond may be unable to make timely payment of interest or principal on a debt security or to otherwise comply with the provisions of a bond indenture and is also referred to as credit risk. Interest Rate Risk: can be defined as the risk emerging from an adverse change in the interest rate prevalent in the market so as to affect the yield on the existing instruments. A good case would be an upswing in the prevailing interest rate scenario leading to a situation where the investors' money is locked at lower rates whereas if he had waited and invested in the changed interest rate scenario, he would have earned more. Reinvestment Rate Risk: can be defined as the probability of a fall in the interest rate resulting in a lack of options to invest the interest received at regular intervals at higher rates at comparable rates in the market. The following are the risks associated with trading in debt securities:

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Counter Party Risk: is the normal risk associated with any transaction and refers to the failure or inability of the opposite party to the contract to deliver either the promised security or the sale-value at the time of settlement. Price Risk: refers to the possibility of not being able to receive the expected price on any order due to a adverse movement in the prices.

Significance The Indian debt market is composed of government bonds and corporate bonds. However, the Central government bonds are predominant and they form most liquid component of the bond market. In 2003, the National Stock Exchange (NSE) introduced Interest Rate Derivatives.

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The trading platforms for government securities are the µNegotiated Dealing System¶ and the Wholesale Debt Market (WDM) segment of NSE and BSE. In the negotiated market, the trades are normally decided by the seller and the buyer, and reported to the exchange through the broker, whereas the WDM trading system, known as NEAT (National Exchange for Automated Trading), is a fully automated screen-based trading system, which enables across the country to trade simultaneously with enormous ease and efficiency. Price determination of debt instruments The price of a bond in the markets is determined by the forces of demand and supply, as is the case in any market. The price of a bond also depends on the changes in: ‡ Economic conditions ‡ General money market conditions, including the state of money supply in the economy ‡ Interest rates prevalent in the market and the rates of new issues ‡ Future Interest Rate Expectations ‡ Credit quality of the issuer Debt Instruments are categorized as: ‡ Government of India dated Securities (G Secs) are 100-rupee face-value units/ debt paper issued by the Government of India in lieu of their borrowing from the market. They are referred to as SLR securities in the Indian markets as they are eligible securities for the maintenance of the SLR ratio by the banks. ‡ Corporate debt market: The corporate debt market basically contains PSV bonds and private sector bonds. The Indian primary Corporate Debt market is basically a private placement market with most of the corporate bonds being privately placed among the wholesale investors, which include banks, financial Institutions, mutual funds, large corporates & other large investors. The following debt instruments are available in the corporate debt market: ‡ Non-Convertible Debentures ‡ Partly-Convertible Debentures/Fully-Convertible Debentures (convertible into Equity Shares) ‡ Secured Notes ›



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‡ Debentures with Warrants ‡ Deep Discount Bonds ‡ PSV Bonds/Tax-Free Bonds .Interest Rate Derivatives An interest rate futures contract is "an agreement to buy or sell a package of debt instruments at a specified future date at a price that is fixed today." The price of debt securities and, therefore, interest rate futures, is inversely proportional to the prevailing interest rate. When the interest rate goes up, the price of debt securities and interest rate futures goes down, and vice versa. Some of the assets underlying interest rate futures include VS Treasuries, Euro-Dollars, LIBOR Swap, and Euro-Yen futures. Tenure Interest rate futures contracts can have short-term (less than one year) and long-term (more than one year) interest bearing instruments as the underlying asset. In the VS, short-term interest rate futures like 90-day TBill and 3-month Euro-Dollar time deposits are more popular. Long-term interest rate futures include the 10-year Treasury Note futures contract, and the Treasury Bond futures contract. Hedging with Interest rate futures Interest rate futures can be used to protect against an increase in interest rates as well as a decline in interest rates. By selling interest rate futures, also known as short hedging, an investor can protect himself against an increase in interest rates; and by buying interest rate futures, also known as long hedging, an investor can protect himself against a decline in interest rates. Thus, short, medium, and long-term interest rate risks can be managed with products based on Euro-Dollars, VS Treasuries, and Swaps in Europe and the VS. In India, interest rate derivatives would be used for hedging in the near future. .

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Money market opportunities for SMEs To begin with a brief reder, the Indian money market is a market for short term securities like T-bills, certificates of deposits, commercial papers, repos and others. These debts are issued by the government, banks, companies and financial institutions, respectively. The papers traded are almost like a promissory note which usually has a fixed interest rate and a maturity of less than one year. Since the securities in this market are less than one year, and the source of these securities is the government/banks/highly-rated companies, the credit risk involved is considered to be low (though slightly higher than an FD). Moreover, the tax incidence on the income from these schemes (depending on the plan) is usually lower than the one that the interest on savings s or FDs invite. Therefore, from the SME point of view, the leveraging of the debt market can actually come in two forms. First, as a supplier of debt, and second, as the buyer. The capacity of the SME to tap the debt market is correlated directly to the growth trajectory of the corporate debt segment. However, the real and immediate gain potential for SMEs rests on their ability as the buyer of debt, especially of short term debts. A convenient alternative and yet a potentially enhanced µrevenuegenerative¶ method of parking the surplus is in the liquid, ultra-short term and the bond/gilt schemes of mutual funds. These schemes usually also invest your money in the money market and debt market securities, depending on the investment mandate of the fund. .Debt market refers to the financial market where investors buy and sell debt securities, mostly in the form of bonds. These markets are important source of funds, especially in a developing economy like India. India debt market is one of the largest in Asia. Like all other countries, debt market in India is also considered a useful substitute to banking channels for finance. The most distinguishing feature of the debt instruments of Indian debt market is that the return is fixed. This means, returns are almost risk-free. This fixed return on the bond is often termed as the 'coupon rate' or the 'interest rate'. Therefore, the buyer (of bond) is giving the seller a loan at a fixed interest rate, which equals to the coupon rate.

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Classification of Indian Debt Market Indian debt market can be classified into two categories Government Securities Market (G-Sec Market): It consists of central and state government securities. It means that, loans are being taken by the central and state government. It is also the most dominant category in the India debt market. Bond Market: It consists of Financial Institutions bonds, Corporate bonds and debentures and Public Sector Vnits bonds. These bonds are issued to meet financial requirements at a fixed cost and hence remove uncertainty in financial costs. Advantages The biggest advantage of investing in Indian debt instrument is its assured returns. The returns that the market offer is almost risk-free (though there is always certain amount of risks, however the trend says that return is almost assured). Safer are the government securities. On the other hand, there are certain amounts of risks in the corporate, FI and PSV debt instruments. However, investors can take help from the credit rating agencies which rate those debt instruments. The interest in the instruments may vary depending upon the ratings. Another advantage of investing in India debt instrument is its high liquidity. Banks offer easy loans to the investors against government securities. Disadvantages As there are several advantages of investing in India debt instrument, there are certain disadvantages as well. As the returns here are risk free, those are not as high as the equities instrument at the same time. So, at one hand you are getting assured returns, but on the other hand, you are getting less return at the same time. Retail participation is also very less here, though increased recently. There are also some issues of liquidity and price discovery as the retail debt instrument is not yet quite well developed.

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$ ½%| There are various types of debt instruments available that one can find in Indian debt market. 3 Government Securities It is the Reserve Bank of India that issues Government Securities or GSecs on behalf of the Government of India. These securities have a maturity period of 1 to 30 years. G-Secs offer fixed interest rate, where interests are payable semi-annually. For shorter term, there are Treasury Bills or T-Bills, which are issued by the RBI for 91 days, 182 days and 364 days. 3 3 3 3 3 3

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Advantages

of Government Securities

Greater safety and lower volatility as compared to other financial instruments. Variations possible in the structure of instruments like Index linked Bonds, STRIPS Higher leverage available in case of borrowings against G-Secs. No TDS on interest payments Tax exemption for interest earned on G-Secs. up to Rs.3000/- over and above the limit of Rs.12000/- under Section 80L (as amended in the latest Budget). Greater diversification opportunities Adequate trading opportunities with continuing volatility expected in interest rates the world over

3 Corporate Bonds These bonds come from PSVs and private corporations and are offered for an extensive range of tenures up to 15 years. There are also some perpetual bonds. Comparing to G-Secs, corporate bonds carry higher risks, which depend upon the corporation, the industry where the corporation is currently operating, the current market conditions, and the rating of the

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corporation. However, these bonds also give higher returns than the GSecs Advantages of Corporate Bonds: 3 They are provide a fixed stream of income so they are safer than stocks. 3 Bond holders get paid by companies before stock holders. For example, companies are required to make interest payments to bondholders, but are not required to make dividend payments to stock holders. Another example of this is that if the company went bankrupt, the bond holders would be the ones to get the proceeds from auctioning off the company's assets and the stock holders would get nothing. 3 Another advantage of corporate bonds over government bonds is that they provide higher interest. The reason for this is because interest rates are made up of a few ingredients. First is the real interest rate (the actual money you are receiving simply for loaning money), then the inflation (bonds have to pay extra interest so that bond holders don't have the value of their payments decline due to inflation), then is the liquidity (this is extra interest bond issuers have to pay if their bond is not easily bought and sold. Disadvantages of Corporate Bonds: 3 As we said earlier, bonds are considered safer than stocks because they offer a steady flow of income while there is no guaranteed income from stocks. However, stocks offer greater potential returns if its price increases. So in this way, bonds and stocks obey a fundamental rule of economics: with greater risk there is greater reward. So in periods of slow economic growth, bonds may look more attractive because it is unlikely stocks will provide good returns. In a period of expansion, however, stocks look much more attractive than bonds because you could make a lot more in much less time if your stocks go up. 3 Another disadvantage of corporate bonds over government bonds is that corporate bonds have more risk. While this does offer a higher yield in return, if you are risk averse, you would view this as a disadvantage of corporate bonds. This is where the biggest difference between corporate and government bonds lies. Government bonds are considered to be the safest investments having basically no risk ›



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that the government will default on its loans. On the other hand, corporations can and do go bankrupt. Because of this, corporate bonds are considered riskier than government bonds. 3 Because bonds are a fixed investment, they may not offer protection against inflation changes within an economy. If the interest rates on a bond investment are low and inflation increases more than average or expected, the investor has the potential to lose purchasing power within their portfolio. 3 The prices of bonds are affected by fluctuations in interest rates within the economy. Bond prices move inversely to interest rates; when interest rates rise, bond rates fall and vice versa. 3 Some bonds are callable, meaning that the Issuer can redeem the bonds issued. This is common when interest rates decline, making it more favorable for the Issuer to refinance their debts. If this occurs, the investor would be forced to redeem their bond and replace it with a new one that potentially would have lower coupon rates. For an investor who is relying on this income for their lifestyle, this can be a substantial disadvantage. Certificate of Deposit These are negotiable money market instruments. Certificate of Deposits (CDs), which usually offer higher returns than Bank term deposits, are issued in demat form and also as a Vsance Promissory Notes. There are several institutions that can issue CDs. Banks can offer CDs which have maturity between 7 days and 1 year. CDs from financial institutions have maturity between 1 and 3 years. There are some agencies like ICRA, FITCH, CARE, CRISIL etc. that offer ratings of CDs. CDs are available in the denominations of Rs. 1 Lac and in multiple of that. Advantages of Certificate of Deposit: 3 3 3

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CDs typically offer a higher rate of interest than Treasury bills and savings dueto the higher risk associated with them. As the rate of interest is fixed, your return on investment is ensured despite the rate fluctuations in the market. CDs are insured by Federal Deposit Insurance Corporation and hence are a good investment option for single income households and retired folks. CDs are a risk-free investment. The return on CDs is assured and helps in financial planning.

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It¶s very easy to set up a CD. One needs to just walk to their local bank and request for purchase of CD. Money from the existing savings will be ear-marked against the CD that has been purchased. The only thing to be made sure that the bank is FDIC ensured. CDs can be purchased and sold through a brokerage firm. This way you can encash the CD before the maturity term without paying the penalty.

Disadvantages of Certificate of Deposit : 3

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Money is tied down for long durations of time. Though the investor can withdraw money, he has to generally incur penalty in of some amount of loss of interest on the deposit amount. You can get a waiver on the penalty in case of special circumstances like disability, death or retirement. As the rate of interest is fixed, it is difficult to change or to take advantage of the market situation when the market rates are favorable. You will not be able to get an interest rate that favors inflation. Though the return rate is higher on CDs than savings , it is much lower than other money market instruments where you can make possible investments.

Commercial Papers In the global money market, commercial paper is a unsecured promissory note with a fixed maturity of 1 to 270 days. Commercial Paper is a moneymarket security issued (sold) by large banks and corporations to get money to meet short term debt obligations (for example, payroll), and is only backed by an issuing bank or corporation's promise to pay the face amount on the maturity date specified on the note. Since it is not backed by collateral, only firms with excellent credit ratings from a recognized rating agency will be able to sell their commercial paper at a reasonable price. Commercial paper is usually sold at a discount from face value, and carries higher interest repayment dates than bonds. Typically, the longer the maturity on a note, the higher the interest rate the issuing institution must pay. Interest rates fluctuate with market conditions, but are typically lower

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than banks' ratesThere are short term securities with maturity of 7 to 365 days. s are issued by corporate entities at a discount to face value.

Advantage of commercial paper: 3 3 3 3

High credit ratings fetch a lower cost of capital. Wide range of maturity provide more flexibility. It does not create any lien on asset of the company. Tradability of Commercial Paper provides investors with exit options.

Disadvantages of commercial paper: 3 3 3 3

Its usage is limited to only blue chip companies. Issuances of Commercial Paper bring down the bank credit limits. A high degree of control is exercised on issue of Commercial Paper. Stand-by credit may become necessary

Non-Convertible Debentures Non-convertible debentures, which are simply regular debentures, cannot be converted into equity shares of the liable company. They are debentures without the convertibility feature attached to them. As a result, they usually carry higher interest rates than their convertible counterparts. Advantages of Non-Convertible Debentures: 3 The advantage of issuing corporate bonds can be seen in achieving a higher degree of company capital structure flexibility, and a company is thus more able to react promptly to constantly changing conditions, which consequently leads to generating larger financial sources. 3 Another advantage means that corporate bonds emissions can make up a considerable amount of money provided by a large number of creditors. 3 As a consequence of a risk distribution among a large number of creditors the bond emission is a lower costs alternative in comparison to bank loans under a certain debt level condition. 3 Companies first accept bank loans, and that is to the degree to which the loan is cheaper and otherwise more advantageous than bonds emissions. Then they issue bonds and use a part of the gained ›



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finance to paying loans and other liabilities off, which increases the ability to accept other bank loans. After reaching the top limit of bank loans a company issues bonds again and the cycle repeats itself. In the third cycle a company issues shares and a part of sources is used for paying off the bank loans, paying off the bonds and the rest is used to finance a further development. Then a company increases bank loans and the cycle repeats itself again. A significant advantage rests in the fact that returns of corporate bonds represent a tax base and in case of a company profitability an interest tax shield can be used. Furthermore shareholders do not lose a company activity control when issuing corporate bonds, while issuing them often does not even need a collateral in a form of a property pledge. It is due to say that as a consequence of an obligation to pay back the principal and returns of bonds managers get a clearer view of rate of returns and that successful issuing of corporate bonds (especially their placement) is considered a prestigious thing helping the company to gain respect by the public and business partners.

Disadvantages of Non-Convertible Debentures: 3 On the other hand, the disadvantage of corporate bonds rests in the fact that investors require a lot from credit issuer credibility, while returns and principal must be always paid in time regardless the company profit. 3 A substantial disadvantage of bonds emissions lies in considerable emission costs created by costs of issue (costs directly connected with issuing corporate bonds) and costs of bonds life cycle (costs connected with the particular emission, arising in course of the life cycle and in connection to paying back the emission). 3 On the top of it creditors may restrict the issuing company in various ways and have a right to express their opinions on problem issues the solution of which may affect setting up claims to the bonds themselves. 3 The bond holder meeting decides common concerns of bond holders and expresses opinions on problem issues that may affect setting up claims to a bond, especially on suggestions of changes in of bond emission conditions, on suggestions regarding: issuer exchanges, issuer takeover bids by another subject, conclusions of a ›



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contract to control a company or contracts on the profit transfer, a sale of a company, a hire of a company or its part - all this in the meaning of a Commercial Code; further on suggestions regarding a bond programme, however also on problem issues of a common process providing a bond issuer delays in discharging the bond engagements. 3 If a bond holder meeting does not agree on any of the suggestions, they can decide an issuer obligation to pay back bond holders a nominal bond value or an emission rate (in case of zero coupon bonds) including a proportionate return. An issuer must do so before one-month time from the date of this decision at the very latest. Partly-Convertible Debentures/Fully-Convertible Debentures (convertible in to Equity Shares) Convertible debenture is basically is a type of commercial loan or a debenture. A convertible debenture, as the name suggests gives a lender the option of converting a loan into stock. So the company who has issued the debentures can convert these into equity shares after, during or on certain dates, making the debenture holder, a share holder. This conversion factor also depends upon the type of convertible debenture the company has issued and the exact agreement between company and debenture holders. The 'convertible' factor is often added to the commercial loan so as to attract the buyers as they can be the share holders later. Advantages of Convertible Debenture: 3

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Convertible bonds are usually issued offering a higher yield than obtainable on the shares into which the bonds convert. Convertible bonds are safer than preferred or common shares for the investor. They provide asset protection, because the value of the convertible bond will only fall to the value of the bond floor. At the same time, convertible bonds can provide the possibility of high equity-like returns. Also, convertible bonds are usually less volatile than regular shares. Indeed, a convertible bond behaves like a call option. The simultaneous purchase of convertible bonds and the short sale of the same issuer's common stock is a hedge fund strategy known as

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convertible arbitrage. The motivation for such a strategy is that the equity option embedded in a convertible bond is a source of cheap volatility, which can be exploited by convertible arbitrageurs. 3

In limited circumstances, certain convertible bonds can be sold short, thus depressing the market value for a stock, and allowing the debtholder to claim more stock with which to sell short. This is known as death spiral financing

Disadvantages of Convertible Debenture: 3 3 3

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To convert the debentures into shares, if these are new: They don¶t immediately through the quotations. The securities have a less quotation price due that temporarily they have lesser rights. They are less liquid, due that there is a lesser amount of them. You can¶t dispose of money soon due to the former explanation. Vsually the type of interests that they offer is inferior to that of the ordinary debentures due that they offer the additional advantage of placing them as shares on the markets

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$ | %' | % | Both debt and money instruments are popular financial instruments on which large amounts of money are traded between different businesses and investors; however, they each deal with a different type of funding. The instruments give businesses different types of obligations and investors different perks when they deal in one or the other. Both, however, are used by public businesses to raise money. () *| ! Debt instruments are used to trade debt instruments. In other words, the business issues a debt instrument, and an investor buys it. In a specific period of time, the investor is paid back for the debt, along with interest. Interest rates and time frames can vary according to the instrument. Bonds are one of the most widely trade debt instruments on the debt instrument. Both large corporations and governments use the debt instrument to raise money or to change economic conditions. +) | ! On the money instrument, equity is traded instead of debt. this instrument is more commonly known as the stock instrument. In the stock instrument, stocks are sold as securities that give investors the right to a certain amount of the company's earnings and assets. There are many different types of stock shares sold to different types of investors, but they do not exist as a debt to be paid off. ,) % To the business, the difference between a money and debt instrument is important. Every bond that the business issues must be paid back over time--it is a loan, and the business is borrowing from investors. Eventually the loan comes due. Businesses should only sell bonds when they are confident they will have enough money in the future to meet their debt obligations. Stocks, on the other hand, do not incur debt, but they do divide ownership of the company among investors.

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G) -. To the investor holding the bond or stock, the difference deals mostly with the return on his investment. When an investor buys stock, he is buying ownership of the business and can claim the right to vote on matters the directors of the business decide. Investors do not have any ownership of the business when they buy bonds; they receive only an obligation from the business to repay the loan. /) Traditionally, the debt instrument is more secure than the money instrument. Stock dividends can be reduced or suspended when a business suffers, but bond obligations must be paid as the contract stipulates. This also means that stocks have a greater chance for growth than bonds because their success depends on the success of the company.

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%|0 %|&|| ½ % SEBI GVIDELINES 3 Issue of FCDs having a conversion period more than 36 months will not be permissible, unless conversion is made optional with ³put´ and ³call´ option. 3 Compulsory credit rating will be required if conversion is made for FCDs after 18 months. 3 amount on conversion, the conversion period, in stages, if any, shall be pre-determined and stated in the prospectus. 3 The interest rate for above debentures will be freely determinable by the issuer. 3 Issue of debenture with maturity of 18 months or less are exempt from the requirement of appointing Debenture Trustees or creating a Debenture Redemption Reserve (DRR). 3 In other cases, the names of the debenture trustees must be stated in the prospectus and DRR will be created in accordance with guidelines laid down by SEBI. 3 The trust deed shall be executed within six months of the closure of the issue. 3 Any conversion in part or whole of the debenture will be optional at the hands of the debenture holder, if the conversion takes place at or after 18 months from the date of allotment, but before 36 months. 3 In case of NCDs/ PCDs credit rating is compulsory where maturity exceeds 18 months. 3 amount at the time of conversion for the PCD, redemption amount, period of maturity, yield on redemption for the PCDs/NCDs shall be indicated in the prospectus. 3 The discount on the non-convertible portion of the PCD in case they are traded and procedure for their purchase on spot trading basis must be disclosed in the prospectus. 3 In case, the non-convertible portions of PCD/NCD are to be rolled over, a compulsory option should be given to those debenture holders who want to withdraw and encash from the debenture programme. 3 Roll over shall be done only in cases where debenture holders have sent their positive consent and not on the basis of the non-receipt of their negative reply.

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Before roll over of any NCDs or non-convertible portion of the PCDs, fresh credit rating shall be obtained within a period of six months prior to the due date of redemption and communicated to debenture holders before roll over and fresh trust deed shall be made. Letter of information regarding roll over shall be vetted by SEBI with regard to the credit rating, debenture holder resolution, option for conversion and such other items, which SEBI may prescribe from time to time. The disclosures relating to raising of debentures will contain, amongst other things, the existing and future equity and long term debt ratio, servicing behavior on existing debentures, payment of due interest on due dates on loans and debentures, certificate from a financial institution or bankers about their no objection for a second or pari-u charge being created in favour of the trustees to the proposed debenture issues. And any other additional disclosure requirement SEBI may prescribe from time to time. Most of the listing requirements are common for both equity and debt instruments in of disclosures with some additional provisions specified for the debt instruments. Vntil recently only infrastructure and municipal corporations could list debt before equity, subject to certain requirements. SEBI now permits listing of debt before equity subject to the condition that the debt instrument is rated not below a minimum rating of µA¶ or equivalent thereof.

RBI GVIDELINES

1. Short title and commencement of the directions These directions may be called the Issuance of Non-Convertible Debentures (Reserve Bank) Directions, 2010 and they shall come into force with effect from August 02, 2010. 2. Definition

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For the purposes of these Directions, Non-Convertible Debenture (NCD) means a debt instrument issued by a corporate (including NBFCs) with original or initial maturity up to one year and issued by way of private placement; ³Corporate´ means a company as defined in the Companies Act, 1956 (including NBFCs) and a corporation established by an act of any Legislature 3. Eligibility to issue NCDs A corporate shall be eligible to issue NCDs if it fulfills the following criteria, namely, the corporate has a tangible net worth of not less than Rs.4 crore, as per the latest audited balance sheet; the corporate has been sanctioned working capital limit or term loan by bank/s or all-India financial institution/s; and the borrowal of the corporate is classified as a Standard Asset by the financing bank/s or institution/s. 4. Rating Requirement 4.1 An eligible corporate intending to issue NCDs shall obtain credit rating for issuance of the NCDs from one of the rating agencies, viz., the Credit Rating Information Services of India Ltd. (CRISIL) or the Investment Information and Credit Rating Agency of India Ltd. (ICRA) or the Credit Analysis and Research Ltd. (CARE) or the FITCH Ratings India Pvt. Ltd or such other agencies ed with Securities and Exchange Board of India (SEBI) or such other credit rating agencies as may be specified by the Reserve Bank of India from time to time, for the purpose. ›



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4.2 The minimum credit rating shall be P-2 of CRISIL or such equivalent rating by other agencies. 4.3 The Corporate shall ensure at the time of issuance of NCDs that the rating so obtained is current and has not fallen due for review. 5. Maturity 5.1 NCDs shall not be issued for maturities of less than 90 days from the date of issue. 5.2 The exercise date of option (put/call), if any, attached to the NCDs shall not fall within the period of 90 days from the date of issue. 3. 5.3 The tenor of the NCDs shall not exceed the validity period of the credit rating of the instrument. 6. Denomination NCDs may be issued in denominations with a minimum of Rs.5 lakh (face value) and in multiples of Rs.1 lakh. 7. Limits and the Amount of Issue of NCDs 7.1 The aggregate amount of NCDs issued by a corporate shall be within such limit as may be approved by the Board of Directors of the corporate or the quantum indicated by the Credit Rating Agency for the rating granted, whichever is lower. 7.2 The total amount of NCDs proposed to be issued shall be completed within a period of two weeks from the date on which the corporate opens the issue for subscription. 8. Procedure for Issuance

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8.1 The corporate shall disclose to the prospective investors, its financial position as per the standard INSTRVMENT practice. 8.2 The auditors of the corporate shall certify to the investors that all the eligibility conditions set forth in these directions for the issue of NCDs are met by the corporate. 8.3 The requirements of all the provisions of the Companies Act, 1956 and the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, or any other law, that may be applicable, shall be complied with by the corporate. 8.4 The Debenture Certificate shall be issued within the period prescribed in the Companies Act, 1956 or any other law as in force at the time of issuance. 8.5 NCDs may be issued at face value carrying a coupon rate or at a discount to face value as zero coupon instruments as determined by the corporate. 9. Debenture Trustee 9.1 Every corporate issuing NCDs shall appoint a Debenture Trustee (DT) for each issuance of the NCDs. 9.2 Any entity that is ed as a DT with the SEBI under SEBI (Debenture Trustees) Regulations, 1993, shall be eligible to act as DT for issue of the NCDs only subject to compliance with the requirement of these Directions. 9.3 The DT shall submit to the Reserve Bank of India such information as required by it from time to time. 10. Investment in NCD ›



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10.1 NCDs may be issued to and held by individuals, banks, Primary Dealers (PDs), other corporate bodies including insurance companies and mutual funds ed or incorporated in India and unincorporated bodies, Non-Resident Indians (NRIs) and Foreign Institutional Investors (FIIs). 10.2 Investments in NCDs by Banks/PDs shall be subject to the approval of the respective regulators. 10.3 Investments by the FIIs shall be within such limits as may be set forth in this regard from time to time by the SEBI 11. Preference for Dematerialisation While option is available to both issuers and subscribers to issue/hold NCDs in dematerialised or physical form, they are encouraged to issue/ hold NCDs in dematerialised form. However, banks, FIs and PDs are required to make fresh investments in NCDs only in dematerialised form. 12. Roles and Responsibilities 12.1 The role and responsibilities of corporates, DTs and the credit rating agencies (CRAs) are set out below: (a) Corporates 12.2 Corporates shall ensure that the guidelines and procedures laid down for issuance of NCD are strictly adhered to. (b) Debenture Trustees 12.3 The roles, responsibilities, duties and functions of the DTs shall be guided by these regulations, the Securities and Exchange Board of India (Debenture Trustees) Regulations,1993, the trust deed and offer document.

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12.4 The DTs shall report, within three days from the date of completion of the issue, the issuance details to the Chief General Manager, Financial INSTRVMENTs Department, Reserve Bank of India, Central Office, Fort, Mumbai-400001. 12.5 DTs should submit to the Reserve Bank of India (on a quarterly basis) a report on the outstanding amount of NCDs of maturity up to year. 12.6 In order to monitor defaults in redemption of NCDs, the DTs are advised to report immediately, on occurrence, full particulars of defaults in repayment of NCDs to the Financial INSTRVMENTs Department, Reserve Bank of India, Central Office, Fort, Mumbai-400001, Fax: 02222630981/22634824. 12.7 The DTs shall report the information called for under para 12.4, 12.5 and 12.6 of these Directions as per the format notified by the Reserve Bank of India, Financial INSTRVMENTs Department, Central Office, Mumbai from time to time. (c) Credit Rating Agencies (CRAs) 12.8 Code of Conduct prescribed by the SEBI for the CRAs for undertaking rating of capital INSTRVMENT instruments shall be applicable to them (CRAs) for rating the NCDs. 12.9 The CRA shall have the discretion to determine the validity period of the rating depending upon its perception about the strength of the issuer. Accordingly, CRA shall, at the time of rating, clearly indicate the date when the rating is due for review. 12.10 While the CRAs may decide the validity period of credit rating, they shall closely monitor the rating assigned to corporates vis-à-vis their track record at regular intervals and make their revision in the ratings public through their publications and website. ›



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13. Documentary Procedure 13.1 Issuers of NCDs of maturity up to one year shall follow the Disclosure Document brought out by the Fixed Income Money INSTRVMENT and Derivatives Association of India (FIMMDA), in consultation with the Reserve Bank of India as amended from time to time. 14. Violation of the directions will attract penalties, which would include debarring of the entity from the NCD INSTRVMENTs

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| 3 NCD Issue Of Shriram Transport Fianance Limited Shriram Transport Finance Company Limited (STFC), India's largest player in commercial vehicle finance, was established in the year 1979. The company has a network of 484 branches and service centres. STFC is the flagship company of the Shriram Group which has significant presence in Chit Funds, Consumer Durable Finance, Life Insurance, General Insurance , Stock Broking, Property Development, Project Engineering, Wind Energy among others. Non-banking finance company, Shriram Transport Finance, plans to raise up to Rs 250-crore through Non Convertible Debentures (NCDs) with an option to retain over-subscription up to Rs 250-crore for issuance of additional NCDs, a top company official said. The issue opens on May 17 and closes on May 31. "The company wil use the amount to expand its business and repay loans. The issue may be closed on May 31 with an option to close earlier or extend up to a period as may be determined by the Board of Directors of the company," Shriram Transport Finance's Managing Director, R Sridhar, told reporters today. The company's current loan-book stands at around Rs 30,000-crore, Sridhar said, adding the company is repaying between Rs 5,000-crore-Rs 6,000-crore every year. The issue offers three options for investing in secured bonds and two for unsecured paper. The secured debt is rated 'AA-plus' by CARE and 'AA' by Crisil while the unsecured debt is rated 'AA' by CARE and and 'AA' by Crisil. JM Financial and ICICI Securities are lead managers to the issue and RR Investors Capital Services is co-lead manager. "Shriram Transport Finance is the largest asset financing non banking finance company in the country," he said adding the company is growing ›



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around 20 per cent year-on-year. "We are growing very fast and will continue to grow in the truck financing segment. We are currently growing around 20 per cent year-on-year and will continue to keep the same momentum in FY 11 also," Sridhar said. The company had raised Rs 1,000-crore through NCDs last year. "We will continue to raise money to expand our business in future through NCDs," he said. The company currently has 7-lakh customers. Last year, it added 3.5-lakh customers. "We are adding at least 3-4-lakh customers every year. Our business model is very unique in the industry," he said. In FY 10, the company's profit jumped around 42 per cent at Rs 874-crore as against Rs 612-crore last year 3 NCD Issue Of Larsen & Turbo Limited Engineering major Larsen & Toubro group firm L&T Finance on Tuesday opened its debentures issue to raise up to Rs 1,000 crore to fund its financing activities, including lending and investments. L&T Finance along with L&T Capital Holdings would offer 50 lakh secured non-convertible debentures (NCD), debentures that cannot be converted into equity, at Rs 1,000 each, totaling to Rs 500 crore, with an option to raise an additional Rs 500 crore if the subscription is over subscribed, the company said. The NCD issue is with various investment options and yield on redemption of up to 10.5 per cent. The issue would close on September 4, 2009. The NCDs have been rated AA+ by rating agency CARE and LAA+ by ICRA, which indicate low credit risk. ›



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Talking on L&T Finance's growth plans, L&T Executive Vice-President (Finance) R Shankar Raman said, "We have asset base of Rs 5,500 crore as of March 31,2009. We plan to grow that by about 25 to 30 per cent in the current fiscal." He further said indications in the first three months of the current fiscal have been encouraging and L&T Finance hopes to do better in the coming month Larsen & Toubro arm L&T Finance has opted for the non-convertible debentures (NCDs) route to raise funds for the second time in the past six months. It has also applied for a preliminary application for receiving a licence from the Insurance Regulatory & Development Authority (IRDA) to enter the general insurance business. ³We have learnt from our earlier issue that the NCD route is the best option to raise funds. So we are going for it without giving a second thought and we intend to raise up to Rs 500 crore through this issue where the maturity period is 36 months from the date of allotment,´ L&T Finance senior vice president (financial services) N Sivaraman said. It will offer 25 lakh secured non-convertible debentures of Rs 1,000 each, totalling Rs 250 crore. ³The company has retained the option to raise the additional Rs 250 crore if the issue is over-subscribed,´ Sivaraman said. It will sell two series of bonds with a maximum yield of 8.58 per cent ² the first series has a coupon rate of 8.40 per cent payable half-yearly and the second option pays a coupon of 8.50 per cent payable annually. The issue is priced based on the company¶s borrowing costs, which currently stand at a weighted average of around 8.25 per cent.

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| For a developing economy like India, debt instruments are crucial sources of capital funds. The debt instrument in India is amongst the largest in Asia. It includes government securities, public sector undertakings, other government bodies, financial institutions, banks, and companies. An investor can invest in money market mutual funds for a period of as little as one day. Avenues are also available for investing for longer horizons according to your risk appetite. In conclusion, the ability of a continuously evolving and self-propelling enterprise is its ability to not only learn and adapt to changes and opportunities, but also to make full use of them as and when possible.

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%|%|& $- 3 3 3 3

Financial ing By Marian Powers Economic Times Times Of India Business Today

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www.rbi.org www.google.com www.investopedia.com www.businessstandard.com www.netbank.com

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