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08 - Chapter 2 PDF
08 - Chapter 2 PDF
INSTRUMENTS, CONCEPTS
AND TERMINOLOGIES USED
IN CAPITAL MARKET
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2.1 INTRODUCTION
To have a basic idea on Capital Market, it is very much essential to
know various important instruments, concepts as well as terminologies
used in Primary and Secondary segments of Capital Market. Capital
Market Instruments are of two types - (1) Direct instruments and (2)
Indirect instruments. The Direct instruments are: (a) Equity/Ordinary
Shares (b) Preference Shares (c) Debentures/Bonds/Notes and (d)
Innovative Debt Instruments. Among these, securities like Equity and
Preference Shares are ownership instruments while Debentures/Bonds
/Notes and Innovative Debt instruments are. creditor-ship securities.
Derivative instruments are the indirect instruments. The present chapter
~contains discussions on various instruments, concepts and terminologies
relating to the Indian Capital Market. At first, various instruments of
capital market have been discussed. Then the various concepts and
terminologies now in use relating to issuance of shares have been
discussed. At the end, some important concepts and terminologies
relating to derivatives trading on Indian bourses have been discussed.
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divisible/after tax profit, that is, it. is not tax deductible (ii) payment of
preference dividend depends on the discretion of the management, that is,
it is not an obligatory payment, and non-payment does not force
insolvency/liquidation and (iii) irredeemable types of preference shares
have no fixed maturity date.
2.2.3 Debentures/Bonds/Notes
Akin to a promissory note, debentures/bonds represent creditorship securities and debenture-holders are long term creditors of the
company. As a secured instrument, it is a promise to pay interest and
repay principal at stipulated times. In contrast to equity capital, which is
a variable income security (i.e. in respect of dividend), the debentures/
notes are fixed income (i.e. in respect of interest) security.
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Expiry Date- It means the date after which the option to buy shares
expires, that is, the life of the warrant. Usually, the life of warrants is 5 to
10 years.
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Initial Public
Offering
Further Public
Offering
Public issues can be further classified into Initial Public Offerings and
Further Public Offerings. In a public offering, the issuer makes an offer
for new investors to enter its shareholding family. The issuer company
makes detailed disclosures as per the DIP guidelines of SEBI in its offer
document and offers it for subscription. The significant features are
illustrated below:
Initial Public Offering (IPO) is an issue when an unlisted company
makes either a fresh issue of securities or an offer for sale of its existing
securities or both for the first time to the public. This paves way for
listing and trading of the issuer's securities.
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been cleared or approved by SEBI. The lead manager certifies that the
disclosures made in the offer document are generally adequate and are in
conformity with SEBI guidelines for disclosures and investor protection
in: force for the time being. This requirement is to facilitate investors to
take an informed decision for making investment in the proposed issue.
The investors should make an informed decision purely by themselves
based on the contents disclosed in the offer documents. SEBI does not
associate itself with any issue/issuer and should in no way be construed as
a guarantee for the funds that the investors propose to invest through the
issue. However, the investors are generally advised to study all the
material facts pertaining to the issue including the risk factors before
considering any investment. They are strongly warned against any 'tips'
or news through unofficial means.
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compliance with DIP guidelines and ensure that all necessary material
information is disclosed in the draft offer document.
2.3.5 SOME IMPORTANT TERMS - OFFER DOCUMENT,
DRAFT OFFER DOCUMENT, RED HERRING
PROSPECTUS AND ABRIDGED PROSPECTUS
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filed with SEBI and actual price can be determined at a later date before
filing of the final offer document with SEBI/ROCs.
2.3.9 PRICE DISCOVERY THROUGH BOOK BUILDING
PROCESS
Book Building means a process undertaken by which a demand for
the securities proposed to be issued by a body corporate is elicited and
built up and the price for the securities is assessed on the basis of the bids
obtained for the quantum of securities offered for subscription by the
issuer. This method provides an opportunity to the market to discover
price for securities.
2.3.10 PRICE BAND
In the case of book building process the red herring prospectus may
contain either the floor price for the securities or a price band within
which the investors can bid. The spread between the floor and the cap of
the price band shall not be more than 20%. In other words, it means that
the cap price should not be more than 120% of the floor price. The price
band can have a revision and such a revision in the price band shall be
widely disseminated by informing the stock exchanges, by issuing press
release and also by indicating the change on the relevant website and the
terminals of the syndicate members. In case the price band is revised, the
bidding period shall be extended for a further period of three days,
subject to the total bidding period not exceeding ten working days. The
company decides the price or the price band, in consultation with
Merchant Bankers.
2.3.11 FIRM ALLOTMENT CATEGORY OF SHARES
A company making an issue to public can reserve some shares on
allotment on firm basis for some categories as specified in DIP
guidelines. Allotment on firm basis indicates that allotment to the
particular investor group is on firm basis. DIP guidelines provide for
maximum percentage of shares which can be reserved on firm basis. The
shares to be allotted on firm allotment category can be issued at a price
different from the price at which the net offer to the public is made
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provided that the price at which the security is being offered to the
applicants in firm allotment category is higher than the price at which
securities are offered to public.
2.3.12 PREFERENCE WIDLE DOING THE ALLOTMENT
The allotment to the Qualified Institutional Buyers (QIBs) is done on
a discretionary basis. The discretion is left to the Merchant Bankers who
first disclose the parameters of judgment in the Red Herring Prospectus.
The Merchant Bankers are free to set their criteria and mention the same
in the Red Herring Prospectus.
2.3.13 PARTICIPATION OF RETAIL INVESTORS IN BID
PROCESS
Retail Individual investor means an investor who applies or bids for
securities for a value up to a particular amount. Currently this investment
limit is Rs.l, 00,000 (Rupees One Lakh). Earlier this limit was Rs 50,000.
A retail investor can bid in a book-built issue for the aforesaid amount of
investment limit. Any person who bids in excess of this limit will be
considered as a High Net worth Individual (HNI) and his category is
different.
2.3.14 AVAILABILITY OF FORMS FOR APPLYING/BIDDING
FOR THE SHARES
The forms for applying/bidding for shares are available with all
syndicate members, collection centers, the brokers to the issue and the
bankers to the issue.
2.3.15 EXTENT OF FAITH THAT AN INVESTOR CAN LAY ON
THE CONTENTS OF THE OFFER DOCUMENT
The offer document is prepared by an independent specialized
agency called Merchant Banker, which is registered with SEBI. They are
required to do due diligence while preparing an offer document. The draft
offer document submitted to SEBI is put on website for public comments.
In case, an investor has any information about the issuer or its directors or
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any other aspect of the issue, which in his view is not factually reflected,
he may send his complaint to the Lead Manager to the issue or to the
SEBI, Division of Issues and Listing.
2.3.16 REQUIREMENT OF DEMAT ACCOUNT FOR AN
INVESTOR
As per the requirement, all the public issues of size in excess of Rs.
10 Crore, are to make compulsorily in the demat form. Thus, if an
investor chooses to apply for an issue that is being made in a compulsory
demat mode, he has to have a demat account and has the responsibility to
put the correct DP ID and Client ID details in the bid/ application forms.
2.3.17 DURATION OF A PUBLIC ISSUE
As per Clause 8.8.1 of SEBI Guidelines, the subscription list for
public issues shall be kept open for at least 3 working days and not more
than 10 working days. In case of Book built issues, the period may be
extended by a further 3 days. The public issue made by an infrastructure
company, satisfying the requirements in Clause 2.4.1 (iii) of Chapter II
may be kept open for a maximum period of 21 working days. As per
Clause 8.8.2, Rights issues shall be kept open for at least 30 days and not
more than 60 days.
2.3.18 CHANGE/REVISION OF BID BY AN INVESTOR
The investor can change or revise the quantity or price in the bid by
using the bid-revision form that is available along with the main
application form. However, the entire process of changing or revising the
bids shall be completed within the date of closure of the issue.
2.3.19 A BIDDER'S PROOF FOR ENTERING BIDS
The Syndicate member returns to the applicant the counterfoil of the
Bid-cum-Application form with the signature, date and stamp of the
syndicate member. This counterfoil part duly authenticated by the
Syndicate member is called Transaction Registration Slip (TRS). The
investor can retain this document as a sufficient proof that his bid has
been taken into account. When a bidder revises his bid, he has to
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surrender the earlier TRS and get a revised TRS from the member of the
Syndicate.
2.3.. 20 CONFIRMATION OF ALLOTMENT OF SHARES
In case of fixed price issues, the investor is intimated about the
Confirmatory Allotment Note (CAN)/Refund Order within 30 days of
the closure of the issue. From such CAN the investor initially knows
about the allotment of shares in his favour. The investor is entitled to
receive a CAN in case he has been allotted shares. In case of book built
issues, if the investor has been allotted shares, he is entitled to receive
such CAN within 15 days from the date of closure of the issue. The
registrar of the issue then ensures that the demat credit or refund, as
applicable, is completed within 15 days of the closure of the issue.
2.3.21 DIFFERENT INTERMEDIARIES IN AN ISSUE
Merchant Bankers to the issue or Book Running Lead Managers
(BRLM), Syndicate Members, Registrar to the issue, Bankers to the issue,
Auditors of the company, Underwriters to the issue, Solicitors etc. are the
intermediaries to an issue. The issuer discloses the addresses,
telephone/fax numbers and e-mail addresses of these intermediaries.
2.3.22 ELIGIBILITY OF A BRLM
A Merchant banker possessing a valid SEBI registration in
accordance with the SEBI (Merchant Bankers) Regulations, 1992 is
eligible to act as a Book Running Lead Manager to an issue.
2.3.23 ROLE (PRE AND POST ISSUE) OF A LEAD MANAGER
In the pre-issue process, the Lead Manager (LM) takes up the due
diligence of company's operations/management/business plans/legal
procedures etc. Other activities of the LM include drafting and designing
of Offer Documents, Prospectus, Statutory Advertisements and
Memorandum containing salient features of the Prospectus. The BRLMs
shall ensure compliance with stipulated requirements and completion of
prescribed formalities with the Stock Exchange, ROC and SEBI including
finalization of Prospectus and filing of necessary documents with ROC.
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2.4
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The security name used for Sensex Future is BSX. This security
name is also known as ticker symbol. Hence the ticker. symbol is BSX.
The security name and ticker symbol used for Nifty Future is NFUTIDX
NIFTY.
Main utility of Sensex Future and Nifty Future
of Nifty Future is also the same. That means, it is useful primarily for
hedging one's Nifty-based p01tfolios and also for expressing one's views
on the market.
Underlying for Sensex Futures and Nifty Futures
The underlying for the Sensex Futures is the BSE Sensitive Index of
30 scrips, popularly called the Sensex. The underlying for Nifty Futures
is Nifty, which is an important stock index based on 50 selected stocks on
NSE.
Contract multiplier for Index Futures on BSE and NSE
For Sensex Future, the contract multiplier is 50 times the Sensex. This
means that the Rupee notional value of a future contract would be 50
times the contracted value. In case of Nifty Future up to 31st March 2005,
the contract multiplier was 200 times the Nifty. With effect from 1st April
2005, the contract multiplier of Nifty Future has come down to 100. For
example, for July Nifty Future, if contract price of Nifty Future is 6150,
notional value of 1 lot (i.e. 100) of Nifty Future is Rs.6, 15,000. This
notional value is expressed in 'Rupees'.
. Maturity of the future contracts
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The basic aim of Initial Margin is to cover the largest potential loss on
one day. Both buyer and seller have to deposit margins. The Initial
Margin is deposited before the opening of the position in the Futures
transaction. This margin is calculated by SPAN by considering the worst
case scenario.
All daily losses must be met by depositing of further collateral,
known as variation margin, which is required by the close of business, the
foltowing day. Any profits on the contract are credited to the client's
Variation Margin Account.
Concept of Basis
The difference between Spot price and Future price is known as
Basis. Although the spot price and Future price generally move in line
with each other, the Basis is not constant. In some cases Future price may
be less, though spot price is high or vise versa. Generally basis will
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decrease with time. And on expiry~ the basis is zero and Futures price
equals Spot price.
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Carry is the interest cost of a similar position in cash market and carried
to maturity of the Futures contract less any dividend expected till the
expiry of the contract.
Example: Spot Price oflnfosys = Rs. 2000; Interest Rate= 12% p.a.
Futures Price of 1 month contract = Rs. 2,000 + Rs. (2,000 x 0.12 x
30/365) = Rs. (2,000+20) = Rs. 2,020.
Difference between Stock Futures and Stock Options
In Stock Options, the Option buyer has the right and not the
obligation, to buy or sell the underlying share. In case of Stock Futures,
both the buyer and the seller are obliged to buy or sell the underlying
share. Risk return profile is symmetric in case of single- Stock Futures
whereas in case of Stock Options pay off is asymmetric. Also, the price
of Stock Futures is affected mainly by the price of the underlying stock
whereas in case of Stock Options, volatility of the underlying stock
affects the price along with the price of the underlying stock.
Up to March 31, 2002, Stock Futures were settled in cash. The final
settlement price is the closing price of the underlying stock. From April
2002; Stock Futures are settled by delivery, i.e. by merging derivatives
positions into cash segment.
Concept of Squaring Up of an investor's position
The investor can square up his position at any time till the expiry. The
investor can first buy and then sell Stock Futures to square up or can first
sell and then buy Stock Futures to square up his position. For example, a
long (buy) position in July lTC futures, can be squared up by selling July
lTC futures.
Timing of paying initial margin to the broker
The profits and losses would depend upon the difference between the
price at which the position is opened and the price at which it is closed.
Let an investor has a long position of one August HCPL Futures @ Rs.
330. If the investor squares up his position by selling August HCPL
Futures @ Rs. 350, the profit would be Rs. 20 per share. In case, the
investor squares up his position by selling August HCPL Futures@ Rs.
300, the loss would be Rs. 30 per share.
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A Call Option gives the holder (buyer/one who is long Call), the
right to buy specified quantity of the underlying asset at the strike price
on or before expiration date in case of American style of Option. The
seller (one who is short Call) however, has the obligation to sell the
underlying asset if the buyer of the Call Option decides to exercise his
Option to buy.
A Put Option gives the holder (buyer/one who is long Put), the right
to sell specified quantity of the underlying asset at the strike price on or
before the expiry date (in case of American style Option). The seller of
the Put Option (one who is short Put) however, has the obligation to buy
the underlying asset at the strike price if the buyer decides to exercise his
Option to sell.
Example: An investor buys one European Put Option of HPCL at the
strike price of Rs. 300, at a premium of Rs. 25. If the market price of
HPCL, on the day of expiry is less than Rs. 300, the Option can be
exercised as it is 'in the money'. The investor's Break Even Point (i.e.,
no profit no loss situation) is Rs. 275 (Strike Price- Premium paid). The
investor will earn profit if the market falls below Rs. 275. Suppose stock
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price is Rs. 260, the buyer of the Put Option immediately buys HPCL
share in the market @ Rs. 260 and exercises his Option, selling the HPCL
share at Rs. 300 to the Option writer thus making a net profit of Rs. 15
{(St~ike price - Spot price) - Premium paid}. In another scenario, if at
the time of expiry, market price of HPCL is Rs. 320, the buyer of the Put
Option will choose not to exercise his Option to sell as he can sell in the
market at a higher rate. In this case the investor loses the premium paid
(i.e. Rs. 25), which shall be the profit earned by the seller of the Put
Option.
The different situations are shown in below in tabular form:
Persons
Option buyer or
Option holder
seller
Option
Option writer
Call Options
Buys the right to buy
the underlying asset at
the specified price.
or Has the obligation to
sell the underlying
asset (to the Option
holder) at the specified
price.
Put Options
Buys the right to sell
underlying asset at the
specified_price.
Has the obligation to
buy the underlying
asset (from the Option
holder) at the specified
price.
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Call Options
Strike price < Spot price
of underlying asset
At the Money
Strike Price = Spot price
of underlying asset
Out of the Strike price > Spot price
of underlying asset
Money
Situations
In the Money
Put Options
Strike price > Spot price
of underlying asset
Strike price = Spot price
of underlying asset
Strike price < Spot price
of underlying asset.
A Put Option is in the money when the strike price of the Option is
greater than the spot price of the underlying asset. For example, a Nifty
Put at strike of 6,400 is in the money when the Nifty is at 6,100. When
,this is the case, the Put Option has a value because the Put Option holder
can sell the Nifty at 6,400, i.e. at an amount greater than the current Nifty
of 6, I 00. Likewise, a Put Option is out of the money when the strike
price is less than the spot price of underlying asset. In the above example,
.: the buyer of Nifty Put Option won't exercise the Option when the spot
price is at 5,900. The Put no longer has positive exercise value and
therefore in this scenario, the Put Option holder will allow his Option
right to lapse.
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due to favorable change in the price. of the underlying. An Option loses its
time value as its expiration date nears. Time value cannot be negative.
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a) He can sell an Option of the same series as the one he had bought
and close out/square up his position in that Option at any . time on or
l;Jefore its expiration date.
b) He can exercise the Option on the expiration day in case of
European Option or on or before the expiration day in case of an
:American Option. In case the Option is 'Out of Money' at the time of
:expiry, one will not exercise his Option, not being profitable and
. therefore, it will lapse or expire worthless.
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JSW Steel (550), L & T (50), LIC Shag Fin (1700), Mah & Mah (312),
Maruti Udyog (400), Moser Bayer (825), MRPL (8900), M1NL (1600),
Nagarjuna Fert (14000), Neyveli Lignite (5900), NTPC (1625), Omaxe
(650), ONGC (225), Orchid Chern (lOSO), Oswal Chern (4950), Petronet
LNG (4400), Polaris Software (1400), Power Finance (2400), Power
Grid (3850), Praj Ind (2200), Punj Lloyd (1500), Ranbaxy Lab (800),
RNR (7150), Rill Cap (550), Rei Communi (700), Rei Energy (550), Rei
lnd (150), Rel Petro (3350), SAIL (2700), Satyam Computer (600), SBI
(250), Shipping Corp (1600), Siemens (188), SRF (1500), Steer Biotech
(1250), Sterlite Ind (438), Suzlon Energy (200), Syndicate Bank (3800),
Tata Chern (1350), Tata Motors (412), Tata Power (400), Tata Steel
(675), Tata Tele (M) (10450), TCS (250), Triveni Engg (7700), TVS
Motor (2950), Union Bank (2100), Unitech (900), Vijaya Bank (6900),
Voltas (3600), VSNL (525), WELSP Guj Sr (800), Yes Bank (1100).
It may be mentioned here that the stock exchange authorities
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