Explained: Debt vs Equity,Shares vs Bonds,IPOs,Angel investor

8/27/2015

Mrunal

[Economy] Bonds vs Shares, Debt vs Equity, IPO, Underwriter, Venture Capital, Angel Investor,
Junk Bonds, Bearer Bonds, Gilt Edged securities: Meaning, Explained
Economy / 3 years Ago / 103 Comments
English: SP Bakshi

1. How to arrange business finance?

2. Finance methods: Debt OR Equity
3. #1: Debt: Bonds
Junk Bonds vs Gilt Edged Security
Bearer Bonds
4. #2: Equity Shares
Shareholders and Board of Directors
Venture Capitalist and Angel Investors
What is Venture Capital?
Who is Angel Investor?
Who is Underwriter?
Debt vs Equity: Pros & Cons
I want to start an Ice cream company, what will I need?
Land

To build a factory.

Labor

Workers to run the machines.

Capital

Money to buy Freezers, mixers and packing machines to make ice-cream.

Entrepreneurship

To take the risk and do above three things.

These are called the four factors of production.

I already have the entrepreneurship in my heart and mind.
But it requires truckload of cash to arrange for the other three items: Land, Labour and Capital.

How To get the cash to start my company?

I can rob a bank
Or I can just start my own IIT Bombay, sell its application forms for 5,000 rupees and then declare cut off 99.99% and thus
earning truckload of cash without actually wasting a single rupee in arranging the admission interviews.
Or I can join politics.

Problems in above options

Cant rob a rob a bank because this too requires Labour (gangsters) and guns, masks, vehicles and Entrepreneurship (to take
the risk of going to jail).
Cant start my own IIT Bombay would again require those four factors of production (Land, Labour, Capital,
Entrepreneurship)+Permissions from UGC/AICTE.
Cant join politics because Only ministers can make huge money, MPs/MLAs dont. And Unfortunately Im not a son or
daughter of some big politician so I cant become minister @ young age (Agatha Sangma, Sachin Pilot, Naveen Jindal et al)
So even If I join politics right now, Ill have to do bootlicking of Party high command until I get 60 years old, only then I

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can become minister and break the records set by A.Raja and Madhu Koda.
Now, There are two ways to (legally) arrange money for starting a company or to expand a company. First is Debt and Second
Equity. See this chart

Financing my company: Debt OR Equity

Within that, two major types: Gild edged securities, junk Bonds and Coupon bonds.

#1: Debt- bond

The word debt is self-explanatory. You borrow money from someone: It can be a bank, it can be a friend, it can be a
stranger.
I write on a piece of paper: To whoever pays me Rs.1000, Ill pay annual 10% interest rate (Rs.100). And after 5 years, Ill
also repay the principle amount Rs.1000. No ifs and buts.
This is one type of security paper. We call it BOND.
IF you hold my bonds, Im liable to pay you money no matter what happens. Whether my ice-cream company actually makes
profit or goes Kingfisher. I have to keep paying fixed money to you, every year.

Junk Bonds vs Gilt Edged Security

In above case I offered you 10% interest rate. But in real life, there are credit rating companies like CRISIL, S&P, Moodys
etc. Theyll give credit ratings to a bond. (i.e. Am I capable enough to actually pay you?).
Based on that, they give ratings example AA,A, BBB, BB,C,D etc.
I had talked about them in my previous article. Go through the Archive on www.mrunal.org/economy
Junk Bonds
If my Bond gets C or D rating, it means Im not creditworthy, I may default on this loan, I may run away. So my bond is
as junk as Ra.One movie. A wise man will not invest in it.
So, how can I seduce you into purchasing my bonds? How can I convenience you to take the higher risk, in buying my junk
bond?
How about Free caller Tunes or a scratch-card that offers you a chance to dine with Sachin or Katrina?
Or How about Higher Interest rates: If you give me Rs.1000, Ill give you 25% interest rate per year!
This is also known as High Yield Bond, because youre getting higher profit.
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Gilt Edged Securities

Like an ice cream company, Government also needs finance- at times when tax collection is low and they need some
temporary funds.
They issues treasury bonds. RBI sells these treasury bonds on Governments behalf.
But Governments generally have the aukaat to repay the principle and interest rates. Hence Government bonds have higher
credit ratings (AA). So, they dont need to seduce you, theyll offer very low rate, say 4%.
Similarly, well known companies with high credit ratings (AA) also issue bonds but pay low rates.
If you dont like to take risks, youll invest in such bonds. These are called gilt-edged securities.
Bearer Bonds (and Bad Guys)
In Bollywood movies, Kidnapper demands ransom of Rs.10 lakhs but he wants the money in the denomination of Rs.5/10/50
Rupee notes. Why? Because it is easy to circulate these notes and harder for police or banks to keep track of this money.
Same way, in Hollywood Spy-thriller movies, the Villain will ask you to pay 10 million dollars in Bearer bonds.
Bearer bonds are same as regular bonds, but they dont have Holders Name on them. These bearer bonds have coupons
attached with them. So, if you dont want to withdraw the whole money, you can cut a few coupons and sell them to a broker
to withdraw partial amount.
E.g. Rs.100 interest is to be paid on 1st April 2012, But even on December-2011 you can sell the coupon to a Broker.
Although hell not give you Rs.100 but something like Rs.95 or 90. (Why so? Think about it!)
Anyways, the point is, Noone can keep a track of who withdrew the money, whos buying, whos selling Because there are no
names, addresses or records. Bad guys like it, because this ensures anonymity.
See the following example photograph of a Bearer bond of Government of Palestine. Notice that it doesnt have space for
Owners names and there are three coupons attached at the bottom.

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Question: Why would Government issue bearer bonds? Because when theyre in dire need of money, there is emergency,
there is war going on, they cannot waste time in checking the lengthy registration forms. So, Better just sell the bonds to any
swinging dude that comes, without asking his name, address, mobile number or email id.
Although, in real life, it is hard to find Bearer bonds. Because most of the bonds now, exist in Electronic (DEMAT) format and
youve to give your pan card number (or other similar personal information in foreign countries) to buy or sell bonds/shares
or any similar security papers. So, now bad guys want payment in gold, diamond or other precious metals instead of bearer
bonds.

#2: Equity: IPOs and Shares

So far, we saw that first option is to borrow money and pay regular interest rate. (Debt ->Bonds). Now continuing this not
so technically correct article,
Second option is, I take money from you and in return I offer you partnership. This is called Equity.
Assuming that I need 1 crore rupees to start my company and Ive 30 lakhs in my savings. So, I write on a piece of paper:
Ill give 0.0001% ownership of my company to whoever gives me Rs.1000.
This is again a type of security-paper. But since Im sharing a part of ownership with you, in crude terms, well call it
Share.
Then I print 10,000 such papers. Whats the value of these papers?
10,000 Papers multiplied with Rs.1000 each =1 crore. Voila thats total money I need.
And since I already have Rs.30 lakhs, I can purchase 3000 shares. (because 3000 papers x Rs. 1000 each = 30 lakhs)
So out of the Total 10,000 shares that I printed, I will own 3,000 shares, so percentage wise I own 30% of this companys
equity.

Shareholders and Board of Directors

Since Im issuing the shares (Equities), under the Company law, Ive to Constitute a board of directors and hold annual
general meeting of the shareholders.
For important policy decision, Ill have to take votes of the shareholders, the Board of Directors will supervise over my
activities. In short I cannot run the company as I please, Ive to give answers to those people.
On the first year, I make profit of Rs.25 lakhs. The board of directors will meet and decide

distribute Rs. 10 lakhs as Dividend among the shareholders. Now about the
remaining 15 lakhs, invest them back in the company to expand our productioncapacity , buy bigger machines and install new factories in Pakistan and Somalia.
Here is the cool part, I can become CEO of my own company and say Ill take salary of Rs.1 only! And still, I will earn Rs.3
lakhs.
How? Because I own 30% of shares in this company, so when that Rs.10 lakh Dividend is shared among the shareholders, I
get 30% of it = 3 lakhs, apart from my Rs.1 salary as an employee of this company.
Here is a demo photograph, of Creek Mining Companys shares.

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The owner Mr. George own 200 shares of this company. And in the small fonts, it is mentioned that total 30,00,000 shares of $1
each. Meaning Mr. George owns (200/30 lakh) x100 =0.0067 % stocks of this Creek Mining Company.
But in real life, nowadays, when you purchase shares , you dont get such cool looking colorful paper certificates. You get the
shares in electronic dematerialized format. They get transferred in your demat account.

Primary vs Secondary Market

Primary market = this is the Place where IPOs are sold,
Secondary Market= this is the place where IPOs are re-sold as shares.
Physically both things are done in the same place e.g. BSE (Bombay Stock Exchange) but this virtual classification helps in
keeping track of things, making statistical analysis etc.

Venture Capitalist and Angel Investors

Now Two more sub-types of Equity financers
What is Venture Capital?
Venture Capital is a company that gives you money, to start your company or to expand your company but in return they
demand part of ownership.
They deal with only big things, big projects, big investments. They wont help me to open an ice-cream parlour in Gujarat
University despite the fact that its monthly revenue will be higher than SBI General Managers salary.
Copy pasting example of Ojasventure, India
We invest in technology based businesses in sectors such as Mobile technology, Telecom, Software.
We make an initial investment of US $ 250,000 to US $ 1.5 million.
How do they get money?
Ofcourse money doesnt fall from sky, these Venture Capitalist companies themselves borrow money from other companies
like mutual funds, pension funds or they may be issuing their own bonds to get money.
How do they operate?
Theyve their own team of Management experts, corporate lawyers, chartered accountant, and business consultants. They
study your business plan, approve the money.
Theyll demand seats in your companys board of directors to Influence the Decision Making in your company, according to
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their requirement and so on

Who is Angel Investor?

These are rich gentlemen. They finance startup companies for getting partial ownership and or assured returns on
investment, after few years.They can give debt (i.e. just like moneylenders and banks) or Equity (i.e. partial ownership). But
mostly they play in the equity field.
What is the need of Angel Investors?
You can get money from Banks / Bonds (Debt) or IPO/Venture Capitalist (Equity), if your business project is likely to bear
success based on previous experiance.
For example: Pharmaceuticals, Dairy, Engineering instruments, Mining, Telecom, Textiles, Oil Refinery etc.
But they may not get interested in you, if you talk about untried and untested business plans / product or fields.
Imagine Steve Jobs requesting SBI Bank Manager to give him business loan in 1970s to start Apple Computers,
or Same Steve Jobs launching IPO of Apple in NewYork Stock exchange during that time!
But there was an angel investor Mike Markkula, who actually believed in his plan and gave him some money and got 1/3rd
ownership in the company in 1977.
Angel investor doesnt mind taking huge risk by helping even small timers with totally unique and untested idea, if he think
that itll grow up huge success in future.
Similarly, Amazon online shopping website and Starbucks coffee chain also started with Angel Investors.

Capital Gain Tax Revisited

Recall the argument given by Mr.Vodafone in Capital Gains tax?

An individual who owns 45 per cent share capital does not own 45 of that
companys assets. There is a difference between the sale of shares in a
company and the sale of assets of that company.
Why is it so?
Because most of the company dont directly start with IPO / Shares. First the entrepreneur starts a small company using
money from his own savings, borrowing from friends, relatives and banks or from an Angel Investor.
Once the business starts booming, hell launch an IPO to get extra funds from public, to expand his business.
So, He already has some building, machinery, vehicles etc assets in his small company before launching his IPO.

Take a really crude example

I have Rs.30 in savings, I borrow Rs.20 (Debt) and thus start a company for Rs.50
After few years, I need another Rs.50 to expand business, so I launch an IPO: Total 50 share papers worth Rs. 1 each
(Equity)
You buy 10 shares for 10 rupees. Means you own 10/50th =20% of my shares/stocks/equity/ IPO whatever you want to call
it.
But the total assets of my company are= From Rs. 50 I had already + Rs. 50 from IPO = Total Rs.100
So, You dont own 20% assets of my company, because youve given me only Rs.10! and my total assets are financed from
both Debt + Equity.
Same way, if you purchase 10% shares of Jet Airways, doesnt mean you own 10% of their airplanes and buildings.

Who is Underwriter?
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Who is Underwriter?
So far weve seen that
To arrange money I can either borrow (debt, Bond) or I can give shares (equity, IPOs/shares).
Here is the problem: I cannot print those security papers on my own Home PCs cheap-printer.
First, A lengthy legal and accounting paper-work has to be done, itll require chartered accountants, Corporate Lawyers
experts in these matters.
So, I goto an underwriter, he charges Commission but he promises to cover all the technically things, paperwork, SEBI
regulations, selling, accepting money for IPO/Bonds sale etc.etc.etc.
Same underwriter also offers a kinda insurance, that hell buy the IPO/Bonds if others dont buy it.
Kotak Mahindra, ICICI offer such underwriting services.

Debt vs Equity: Pros and Cons

In real life, companies dont rely on single source to finance their adventure. Theyll arrange part of the cash from Debt
(Borrowing) and part of the cash by issuing IPOs (Equity).
Each has its own advantage and disadvantage. Lets check
Good things: bonds vs shares

Debt (Bond)

Equity (IPO/Shares)

I have complete ownership and control over the company.

Im accountable to nobody just like UPA-II.
I dont have to share my profit with anyone. I get to eat
the whole cake.
I can claim income tax deduction for paying the loan.
It require less paperwork and time to borrow from bank /
friend than via sharemarket (SEBI permission, board of
directors etc)

If the company makes loss, I dont have to share any

money with the shareholder, just like Kingfisher.
So there is no regular interest payment, as we do in the
loan. Meaning Ive less tension compared to bank loan/
bonds.

Bad things: bonds vs shares

Debt (Bond)
Even if I dont make profit, Ive to pay interest rate,
because basically this is a loan just like home loan
or car loan. Whether you earn or not, youve to pay
the EMI.
I may have to mortgage something (machinery,
building) to get the loan. So in case I default on the
loan, the bank/financer can take it away from me.

Equity (IPO/Shares)
I dont get complete ownership and control over the company.
Ive to constitute a board of directors, hold general meetings of
shareholders, Im accountable to them. The board of directors
can throw me out of CEO job, if I donot deliver results, unlike
Mohan.
It requires heavy paperwork and time to initiate IPO,
sharemarket thing (SEBI permission, underwriting etc)

So, itd be better if I finance a part from debt and a part from equity. That leads us to the discussion about Debt to Equity Ratio.
(to be continued), All my articles on economy, are archived at Mrunal.org/economy

Tags: EcoPill2-Finance

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So far 103 Comments posted

subhash

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plz design mobile application and provide audio notes.

Sunil
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Can anyone help me to download the geography notes bcoz I only gets the options like quick view
n cancel no download option. I am using mobile phone to download the notes.

ANUJ SAINI

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thankyou sir.:) i know its nt enough

KRISHNA BHUSHAN

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thnq sir..

renu

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Great work lots of respect and appreciation

Chhain Chhabilo

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Everyone gets to read this? For free? You should be charging fortunes! I came here after spending
some irritating hours on trying to digest books which try to explain jargon by more jargon. No way to
express my gratitude.

Aseem

REPLY

All this is for free for everyone..on top of that, Mrunal doesnt even earn money from ads, which
he can, given the huge traffic this site attractsnor does he earn money from any coaching
such high work ethics repose our faith in morality in this materialistic era..

THIYAGARAJAN

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Your way of explaining is amazingso nice

Ali

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Commendable n thank u so much mrunal..

Gilt edged security missed in this article.pls explain it also.

deepak tyagi

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Wonderful way of explaining things

shashi bhushan

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Its more than excellent.really grateful to u sir

Mehraj Salfi
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Thankuuuuu Sooo Muchhh

it helps me alot in preparing the presentation 1nce again a big thankuuu n also wanna thankuuu to
my beloved friend Iffu who suggested me this site

soni singh

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nice work. thanks a lot

Raj Kishor Ram

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First lots thanks sir for provindig very helpful article for us and your explaining technique is very nice
.again thankyou sir

Raj Kishor Ram

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First lots of thanks sir for provindig very helpful article for us and your explaining technique is very nice
.again thankyou sir

Priyanka Pathak

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You have made my work and life both easy! Assignment time. *TroubledMBAstudent* Thanks a ton

Aru Mahajan

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subject,,, this is the ONLY site ive seen , where all by concept get cleared ,,, You are reallly doing a
nobel job SIR,, Stay Blessed,, Stay Happy

Neil

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Thank you so much, mera bhai.

varun p

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Information at the simplest way. Thanks a Lot. May God bless you.

PRAHLAD VERMA

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Great work,,,,,,,,,,,,,,,,,,,,May God bless you for your greed-less efforts.

VASU

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You are wonderful sir

d
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its really easy to understand , u r awesome mrunal sir. thanku

neeraj semwal

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You do not know hw many good wishs u r earning.great job keep it up.

Zubair

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Dear Mrunal your way of explaining is wonderful, Actually I have a very good business plan like from
waste tyre to wood replacement this business is a very profitable example:- one ton of production cost is
70000/- thousand rupees and one ton selling price is 150000 lack thousand to 300000 lack, Monthly we
can produce 500 tons, this machine cost is 16 crore raw material need monthly 3 crore total project cost
approximately 23 crore, and what we produce from first day production fully export orient MNC
company buyers are ready to buy our product, my question is I am new in this business can open public
sector (IPO) ? and I am looking investor also in India, thanking you.

anurag chaturvedi

REPLY

Hi mrunal I am LL.M student persue my study in delhi university.l have opt corporate management
paper and I need some matters on insider trading and take over code.I have read ur several articles
and the way u explaining is quite easy thats why I am asking u.plz consider my request as early as
possible because my exam is scheduled on 24 Nov.

Saurabh

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Awesome, Brilliant, Amazing Explanation.

Sathya

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Superbly explained. Your work and presentation is simply class apart. Thanks a ton

vaibhav

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thank you very much for your valuable guidance and to clear my concept, it would be really helpful if
you write book on economics.

Nidhi

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I am so much delighted to read this article (the way you have presented to the readers). Thank you for
taking so much effort and making things so interesting to all the readers. I have become a regular
reader now. God bless you. Keep up the good work.

arul daniel

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could pls explain FRBM act

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Nilesh

8/27/2015

REPLY

Hats off..may god bless u all the time

Sachink676

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The frame ur creating while explaining d concepts wl not frgt for ever ..commendable job..thnx!!!!!!!

satya praveen

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the one &only best book which we can get everything for all competitive exams is
. none other than mrunal sir

Mk

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How do they Calculated SENSEX? Click Me to Read it

link not working.

Sudhir Kumar

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what a creativity.i started IIT Bombay (not mumbai). and cut off @ 99.99%..fantastic.

nks

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Thanks a ton sir!!!

priyanka

REPLY

there could not be an easier way than this article to understand debts and equity..
commendable wrk. thanku so much

Sourit Das

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sir, ur simply great

ck

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It seems that u urself are speaking to explain the articles,mrunal u r really very motovating..

Suraj

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Awesome article .. Lots of respect to you

Achin

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Wonderfull article.
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vihan

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Awesome article .. Lots of respect to you

vijaymoola

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Sir great work, really i m pleased. highly appreciated sir,thanks alot.

Rohit

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sir ,
aaaas you said bonds are issued by government and psu only then why have you used compnies here
you said debenture is issued by compnaies ..pls explain( sorry i may be wrng )
and i like you content very much..thank you so much

bandna

REPLY

Such a simple way of explaining.. Thank you so much ..

sakshi baghel

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extremely helpful for beginners..easy going explanations..commendable..thanx a lot

Vicky

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Very Simple, nice article for common person. Even Idiot can understand. Great Job.

giridhar

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awesome!!thanks a lot mrunal bhai!

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19-Aug: CBSE CTET
18-Aug: Chhattisgarh Lecturer
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18-Aug: UPSSSC Forest

17-Aug: MSTS Trainee
17-Aug: UP Vidhyut Technician
14-Aug: CDS-II
10-Aug: Container Corp. Assistants

Banks
15-Sep: Puduvai Grama Bank
01-Sep: IBPS Clerk
25-Aug: Vidarbha Gramin officers
25-Aug: Vidarbha Gramin Asst.
20-Aug: UP Gramin Assistant.
20-Aug: UP Gramin IT

IT Jobs
31-Aug: HLL Lifecare(PWD)
25-Aug: CDAC

Engineers
20-Sep: ONGC
15-Sep: NIIST
11-Sep: Kerala Electronics
11-Sep: Central Electrical
09-Sep: SAIL Bhilai Trainee
06-Sep: POWER GRID
05-Sep: RITES ltd
04-Sep: BEL
02-Sep: RailTel Corp.
31-Aug: CMIFR
28-Aug: Central Mechanical
28-Aug: Mangalore Refinery
27-Aug: IOCL Rajkot
24-Aug: ISRO
24-Aug: Haryana Junior Engineer
24-Aug: Haryana Engineers
26-Aug: Punjab UPDA
24-Aug: Haryana Engineers
23-Aug: BEL Ghaziabad
22-Aug: BEL Bengaluru
21-Aug: Dredging Corp.
21-Aug: NFL Nangal Punjab
20-Aug: National Fertilizers Panipat

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Medics
23-Nov: Haryana SSC
15-Sep: NIIST
09-Sep: GMCH Chandigarh
31-Aug: BPS Medical
31-Aug: SSB Asst. Commandant
28-Aug: ONGC
28-Aug: ONGC
24-Aug: Rajasthan Medical
20-Aug: Chhattisgarh Medical

ParaMedics
31-Jul: Haryana Paramedics

Legal
02-Sep: Army Law
21-Aug: UPPSC Judical
31-Aug: Haryana Judicial

Deskjobs
23-Nov: Haryana SSC
20-Sep: ONGC
11-Sep: EESL
26-Aug: Punjab UPDA
22-Aug: IIM Kashipur
21-Aug: UPSSSC

Faculty
30-Sep: Pt. Ravishankar Univ.
18-Sep: Wildlife Dehradun
16-Sep: Rajasthan Central
15-Sep: Defence Tech
14-Sep: AIIMS Jodhpur
09-Sep: NIPER A'bad
04-Sep: GMCH Chandigarh
04-Sep: RGU Itanagar
31-Aug: AIIMS Bhubaneswar
31-Aug: EdCIL
31-Aug: BPS Medical
31-Aug: Gautam Buddha Uni
31-Aug: Punjab Central Uni.
31-Aug: S.Bihar Central univ.
31-Aug: ISM Dhanbad
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30-Aug: Defence Institute

26-Aug: Assam DIET
26-Aug: MIMS Karnataka
24-Aug: MNIT jaipur
24-Aug: Rajasthan Faculty
22-Aug: IIM Kashipur
18-Aug: Chhattisgarh

Specialists
30-Sep: Pt. Ravishankar Univ.
21-Sep: MP HC Stenographer
15-Sep: HPCL
11-Sep: EESL
11-Sep: Kerala Electronics
11-Sep: RSRTC
11-Sep: Central Electrical
09-Sep: NIPER A'bad
08-Sep: National Seeds
07-Sep: National Solar
07-Sep: BSF Water wing
07-Sep: Mineral Exploration
06-Sep: POWER GRID
05-Sep: NCCBM Faridabad
05-Sep: BHU
04-Sep: Kerala Minerals
04-Sep: RGU Itanagar
31-Aug: ISM Dhanbad
31-Aug: EdCIL
31-Aug: Lok sabha
31-Aug: Punjab Central Uni.
31-Aug: Hindi Assistants
31-Aug: IITR Lucknow
31-Aug: Interpreter Lok Sabha
28-Aug: NISER
27-Aug: UPSC
25-Aug: Interpreter
25-Aug: Neyveli Lignite
24-Aug: Bharat Dynamics Limited
24-Aug: Rural Electrification Corp
24-Aug: Patent Examiner
21-Aug: BPRCL
19-Aug: ICAR
19-Aug: Kamdhenu University

Uniform
29-Sep: Jharkhand Constable
24-Sep: Bihar Prison Warden
18-Sep: Bihar Police (Female)
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10-Sep: ITBP
28-Aug: Bihar Excise constable

B.Com,CA,HR,MBA
11-Sep: UPSSSC Account
26-Aug: HMT Finance
22-Aug: Haryana Company secretary
20-Aug: Managers IIIT Delhi

1. Online Form Part-I stops few days before deadline, so don't wait till last date. Dont forget reg.id & roll no.Note'em in
Google Drive
2. I usually update vacancies every Monday.Purple link= newly added,Blue= existing.Last updated Aug 17, at 10:35 PM

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