Credit Rating Agencies in India, Limitations of Rating

Credit Rating Agencies in India

Infomerics Valuation and Rating Private Limited

An RBI-accredited and SEBI-registered credit agency, Infomerics Valuation and Rating Private Limited saw its inception by eminent finance professionals and is now run under the leadership of Mr. Vipin Mallik. The credit bureau strives to offer an unbiased and detailed analysis and evaluation of credit worthiness to NBFCs, banks, corporates and small and medium scale units. It is through their rating and grading system that they determine the credit worthiness of an organisation. Infomerics helps in reducing any kind of information asymmetry amongst investors and lenders. Keeping transparency as it is core value, the credit bureau makes sure to deliver comprehensive and accurate reports and records of all their clients.

India Rating and Research Pvt. Ltd

India Ratings is a wholly-owned subsidiary of the Fitch Group. It offers credit ratings for insurance companies, banks, corporate issuers, project finance, financial institutions, finance and leasing companies, managed funds, and urban local bodies. In addition to SEBI, the company is recognised by the Reserve Bank of India and National Housing Bank.

Credit Analysis and Research limited (CARE)

Launched in 1993, CARE offers credit rating services to areas such as corporate governance, debt ratings, financial sector, bank loan ratings, issuer ratings, recovery ratings, and infrastructure ratings. Headquartered in Mumbai, CARE offers two different categories of bank loan ratings, long-term and short-term debt instruments. The company also offers ratings for Initial Public Offerings (IPOs), real estate, renewable energy service companies (RESCO), financial assessment of shipyards, Energy service companies (ESCO) grades various courses of educational institutions. CARE Ratings has also ventured into valuation services and offers valuation of equity, debt instruments, and market linked debentures. Moreover, the company has launched a new international credit rating agency ‘ARC Ratings’ by teaming up with four partners from South Africa Brazil, Portugal, and Malaysia. ARC Ratings has commenced operations and completed sovereign ratings of countries, including India.

Credit Rating Information Services of India Limited (CRISIL)

CRISIL is one of the oldest credit rating agencies in India. It was launched in the country in 1987 following which the company went public in 1993. Headquartered in Mumbai, CRISIL ventured into infrastructure rating in 2016 and completed 30 years in 2017. CRISIL acquired 8.9% stake in CARE credit rating agency in 2017. It launched India’s first index to benchmark performance of investments of foreign portfolio investors (FPI) in the fixed-income market, in the rupee as well as dollar version in 2018. The company’s portfolio includes, mutual funds ranking, Unit Linked Insurance Plans (ULIP) rankings, CRISIL coalition index and so on.

Acuite Ratings & Research Limited

Acuité Ratings & Research Limited is a full-service Credit Rating Agency registered with the Securities and Exchange Board of India (SEBI). The company received RBI Accreditation as an External Credit Assessment Institution (ECAI), for Bank Loan Ratings under BASEL-II norms in the year 2012. Since then, it has assigned more than 8,300 credit ratings to various securities, debt instruments and bank facilities of entities spread across the country and section of industries. It has its Registered and Head Office in BKC, Mumbai.

Brickwork Ratings (BWR)

Brickwork Rating was established in 2007 and is promoted by Canara Bank. It offers ratings for bank loans, SMEs, corporate governance rating, municipal corporation, capital market instrument, and financial institutions. It also grades NGOs, tourism, IPOs, real estate investments, hospitals, IREDA, educational institutions, MFI, and MNRE. Brickwork Ratings is recognised as external credit assessment agency (ECAI) by Reserve Bank of India (RBI) to carry out credit ratings in India.

ICRA Limited

ICRA Limited is a public limited company that was set up in 1991 in Gurugram. The company was formerly known as Investment Information and Credit Rating Agency of India Limited. Before going public in April 2007, ICRA was a joint venture between Moody’s and several Indian financial and banking service organisations. The ICRA Group currently has four subsidiaries – Consulting and Analytics, Data Services and KPO, ICRA Lanka and ICRA Nepal. At present, Moody’s Investors Service, the international Credit Rating Agency, is ICRA’s largest shareholder. ICRA’s product portfolio includes rating for corporate debt, financial rating, structured finance, infrastructure, insurance, mutual funds, project and public finance, SME, market linked debentures and so on.

Limitations of Rating

Biased rating and misrepresentations:

In the absence of quality rating, credit rating is a curse for the capital market industry, carrying out detailed analysis of the company, should have no links with the company or the persons interested in the company so that the reports impartial and judicious recommendations for rating committee.

Concealment of material information:

Rating Company might conceal material information from the investigating team of the credit rating company. In such cases quality of rating suffers and renders the rating unreliable.

Human bias:

Finding off the investigation team, at times, may suffer with human bias for unavoidable personal weakness of the staff and might affect the rating.

Down grade:

Once a company has been rated and if it is not able to maintain its working results and performance, credit rating agencies would review the grade and down grade the rating resulting into impairiring the image of the company.

Reflection of temporary adverse conditions:

Time factor affects’ rating, sometimes, misleading conclusions are derived. For example, company in a particular industry might be temporarily in adverse condition but it is given a low rating. This adversely affects the company’s interest.

Rating is no guarantee for soundness of company:

Rating is done for a particular instrument to assess the credit risk but it should not be construed as a certificate for the matching quality of the company or its management. Independent views should be formed by the user public in general of the rating symbol.

Static study:

Rating is done on the present and the past historic data of the company and this is only a static study. Prediction of the company’s health through rating is momentary and anything can happen after assignment of rating symbols to the company.

Dependence for future results on the rating, therefore defeats the very purpose of risk indicativeness of rating. Many changes take place in economic environment, political situation, government policy framework which directly affect the working of a company.

Guidelines for Asset Liability Management System in HFC, Fair Trade Practice Code for HFC’s, Housing Finance Agencies

Guidelines for Asset Liability Management System in HFC

Housing Finance Companies (HFCs) are exposed to credit and market risks in view of the asset-liability transformation. With liberalisation in Indian financial markets over the last few years and growing integration of the domestic markets with external markets, the risks associated with the operations of an HFC have become complex and large, requiring strategic management.

HFCs are operating in a fairly deregulated environment and are required to determine on their own, interest rates on advances and deposits, subject to the ceiling on maximum rate of interest they can offer on deposits, on a dynamic basis. The interest rates on investments of HFCs in government and other securities are also now market related. Intense competition for business involving both the assets and liabilities has brought pressure on the managements of HFCs to maintain a good balance amongst spreads, profitability and long-term viability. These pressures call for structured and comprehensive measures and not just ad hoc action. The managements of HFCs have to base their business decisions on a dynamic and integrated risk management system and process driven by corporate strategy. HFCs are exposed to several major risks in the course of their business; Credit risk, Interest rate risk, equity/commodity price risk, liquidity risk and operational risk. It is, therefore, important that HFCs introduce effective risk management systems that address the issues relating to interest rate and liquidity risks.

  • ALM Information System

⇒ Management Information Systems 9- n

⇒ Information availability, accuracy, adequacy and expediency

  • ALM Organisation

⇒ Structure and responsibilities

⇒ Level of top management involvement

  • ALM Process

⇒ Risk parameters

⇒ Risk identification

⇒ Risk measurement

⇒ Risk management

⇒ Risk policies and tolerance levels

a) Successful implementation of the risk management process would require strong commitment on the part of the senior management in the HFC, to integrate basic operations and strategic decision making with risk management. The Board should have overall responsibility for management of risks and should decide the risk management policy of the HFC and set limits for liquidity, interest rate, exchange rate and equity price risks.

b) The Asset-Liability Committee (ALCO) consisting of the HFC’s senior management including the Chief Executive Officer (CEO) should be responsible for ensuring adherence to the limits set by the Board as well as for deciding the business strategy of the HFC (on the assets and liabilities sides) in line with the HFC’s budget and decided risk management objectives.

c) The ALM Support Groups consisting of operating staff should be responsible for analysing, monitoring and reporting the risk profiles to the ALCO. The staff should also prepare forecasts (simulations) reflecting the impact of various possible changes in market conditions on the balance sheet and recommend the action needed to adhere to HFC’s internal limits.

  • Liquidity risk management
  • Management of market risks
  • Funding and capital planning
  • Profit planning and growth projection
  • Forecasting and analysing ‘what if scenario’ and preparation of contingency plans

Fair Trade Practice Code for HFC’s

Housing Finance Companies (HFCs) which are a part of the financial system contribute to the economic growth by increasing the outreach of the housing credit delivery mechanism. To provide for transparency in transactions between the institutions and the end users and also to provide for well-informed business relationships, some broad guidelines have been considered necessary. In this backdrop, the National Housing Bank, has framed the Guidelines on Fair Practices Code for HFCs to serve as a part of best corporate practices and to provide transparency in business practices. This Code has been formulated by the EHFL to achieve the following objectives:

  • To promote good and fair practices by setting minimum standards in dealing with customers.
  • To increase transparency so that the customer can have a better understanding of the services that can be expected from the Company.
  • To encourage market forces, through competition, to achieve higher operating standards.
  • To promote a fair and cordial relationship between the Company and its customers.
  • To foster confidence in the housing finance system.

Transparency

The Company shall at all times abide to act in fair, reasonable and transparent manner in all its dealings with the customer by safeguarding that:

  • The Company fulfils the commitments and standards of this Code for the products and services offered by it and in the procedures and practices that its staff follows
  • The products and services of the Company meet all the relevant laws and regulations in letter and spirit
  • The dealings with its customers are based on the ethical principles of integrity and transparency.

Advertising, Marketing & Sales

  • The Company shall ensure that all advertising and promotional material is clear, and not misleading.
  • The Company shall ensure that any advertising in any media and promotional literature that draws attention to a service or product of the Company and includes a reference to an interest rate, shall also indicate whether other fees and charges will apply and that full details of the relevant terms and conditions, if any, shall be made available on request.
  • In case of availing third party services for providing support services, the Company shall ensure that such third parties handle customer’s personal information (if any available to such third parties) with the same degree of confidentiality and security as the Company would.
  • The Company ensures to provide the information on interest rates, common fees and charges through putting up notice(s) at its branches/offices; through telephone or help-line; on company’s website; through designated staff/ help desk or by providing service guide / tariff schedule.
  • The Company shall communicate to the customer from time to time, on various features of the products availed by them. Information about the other products/services or promotional offers in respect of its products/services of the Company may be conveyed to customers only if he / she has given his / her consent to receive such information / service, including, by way of an email or by registering for the same on the Company’s website or on customer service number of the Company.
  • The Company shall ensure the Code of Conduct the Direct Selling Agencies (DSAs) whose services are availed by the Company to market products / services, amongst other matters, specifically requires the DSAs to identify themselves while approaching a customer for selling the products personally or via phone.
  • The Company shall ensure that in the event of receipt of any complaint from the customer that the Company’s representative/ courier or DSA has engaged in any improper conduct or acted in violation of this Code, appropriate steps shall be initiated to investigate and handle the complaint and to make good the loss caused, if any.

Loan Application & Processing

a) Loan application forms should include necessary information which affects the interest of the borrower, so that a meaningful comparison with the terms and conditions offered by other HFCs can be made and informed decision can be taken by the borrower. The loan application form may indicate the list of documents required to be submitted with the application form.

b) The Company should devise a system of giving acknowledgement for receipt of all loan applications. Preferably, the time frame within which loan applications will be disposed of should also be indicated in the acknowledgement.

Guarantors

  • Whether the Company will have recourse to his / her other monies in the Company if he/ she fails to pay up as a Guarantor.
  • Whether his/her liabilities as a guarantor is limited to a specific quantum or are, they unlimited
  • Time and circumstances in which his/ her liabilities as a guarantor will be discharged; and the Company shall keep them informed of any material adverse change in the known financial position of the borrower to whom they stand as a guarantor.
  • In case the guarantor refuses to comply with the demand made by the creditor /lender, despite having sufficient means to make payment of the dues, such guarantor would also be treated as a willful defaulter.

Housing Finance Agencies

State Housing Finance Agencies (HFAs) are state-chartered authorities established to help meet the affordable housing needs of the residents of their states. Although they vary widely in characteristics such as their relationship to state government, most HFAs are independent entities that operate under the direction of a board of directors appointed by each state’s governor. They administer a wide range of affordable housing and community development programs.

At the center of HFA activity within the states and NCSHA’s work in Washington are three federally authorized programs:

  • The Housing Bonds
  • The Housing Credit
  • The HOME Investment Partnerships (HOME) program.

Disinvestment mechanisms, Venture Capital Investment process, Indian Scenario

An important aspect of venture capital investing is the exit strategies. Venture capital funds primarily invest with an exit in mind after a few years. After successfully funding at seed, pre-production, production and expansion stages, a venture capitalist will start assessing exit strategies. The exit in the form of disinvestment or liquidation is the last and final stage of the venture capital funding.

The key types of liquidation/disinvestments are trade sales, sale of quoted equity post initial public offering (IPO), and write-offs. Let’s look at each of these in detail:

  • Trade Sales: In this type of strategy the private company is sold or merged with an acquirer for stocks, cash, or a combination of both.
  • IPO: If the company has done well, the venture capital investors will take the IPO route, by issuing shares registered for public offering. The venture capital investors and other private investors will get their portion of shares who can put them in the open marketplace for trading after an initial lock-in period.
  • Write-offs: These are voluntary liquidations that may or may not result in any proceeds.
  • Buy-back: In this method the entrepreneur buys-back the investment share from the venture capitalists and takes it back to being a privately held company. Investors who invest in a venture capital fund get distributions of public stock or cash from realized venture capital investments. Sometimes the fund may require further investments from limited partners. At other times, they may make cash or share distributions at random times during the lifetime of the fund. Investors can sell their interests to another buyer if they find one.

Venture Capital Investment process

Deal origination

Origination of a deal is the primary step in venture capital financing. It is not possible to make an investment without a deal therefore a stream of deal is necessary however the source of origination of such deals may be various. One of the most common sources of such origination is referral system. In referral system deals are referred to the venture capitalist by their business partners, parent organisations, friends etc.

Screening

Screening is the process by which the venture capitalist scrutinises all the projects in which he could invest. The projects are categorised under certain criterion such as market scope, technology or product, size of investment, geographical location, stage of financing etc. For the process of screening the entrepreneurs are asked to either provide a brief profile of their venture or invited for face-to-face discussion for seeking certain clarifications.

Evaluation

The proposal is evaluated after the screening and a detailed study is done. Some of the documents which are studied in details are projected profile, track record of the entrepreneur, future turnover, etc. The process of evaluation is a thorough process which not only evaluates the project capacity but also the capacity of the entrepreneurs to meet such claims. Certain qualities in the entrepreneur such as entrepreneurial skills, technical competence, manufacturing and marketing abilities and experience are put into consideration during evaluation. After putting into consideration all the factors, thorough risk management is done which is then followed by deal negotiation.

Deal Negotiation

After the venture capitalist finds the project beneficial he gets into deal negotiation. Deal negotiation is a process by which the terms and conditions of the deal are so formulated so as to make it mutually beneficial. The both the parties put forward their demands and a way in between are sought to settle the demands. Some of the factors which are negotiated are amount of investment, percentage of profit held by both the parties, rights of the venture capitalist and entrepreneur etc.

Post investment activity

Once the deal is finalised, the venture capitalist becomes a part of the venture and takes up certain rights and duties. The capitalist however does not take part in the day-to-day procedures of the firm; it only becomes involved during the situation of financial risk. The venture capitalists participate in the enterprise by a representation in the Board of Directors and ensure that the enterprise is acting as per the plan.

Exit plan

The last stage of venture capital investment is to make the exit plan based on the nature of investment, extent and type of financial stake etc. The exit plan is made to make minimal losses and maximum profits. The venture capitalist may exit through IPOs, acquisition by another company, purchase of the venture capitalists share by the promoter or an outsider.

Venture Capital in India

  • Low level financing for proving and fructifying a new idea.
  • Start-up financing where the new firms need funds for expense relating marketing and product development.
  • First round financing which includes manufacturing and early sales funding
  • Second round financing, which includes operational capital given for early stage companies which are selling products but not returning a profit
  • Third round financing, which is also called a Mezzanine financing and includes the money needed to expand a newly beneficial company
  • Fourth round financing also called Bridge financing and includes the financing the going public process.

Housing Finance in India; Growth Factors, Housing Finance Institutions in India

Urban Land Ceiling and Regulation Act (ULCRA) of 1976 has been wrongly implemented and is the main culprit of the spiralling real estate prices. Land is not available to housing due to restrictions placed on conversion of agricultural land to non-agricultural land. The land prices in Bombay, Calcutta and Delhi are very high as compared to cities in the west like London and Washington. A boost to housing can rejuvenate the economy since has the maximum propensity to generate income and demand for materials, equipment and services. Moreover, funds allocated to shelter, return in the shape of income and demand to other sectors. To boost growth in the housing sector, there is an imperative need to have greater access to credit for housing in a regulated fashion. This necessitates a good housing finance system. Housing finance companies need to be recognized as being part of the total financial system, and should be given a level playing field.

Amidst liberalization, certain provisions of the Companies Act 1956, such as restrictions on inter-corporate loans and deposits continue to discriminate housing finance companies against other NBFC’s. Also certain tax laws such as deduction of tax at source, and restrictions acceptance of cash as deposits are disadvantages to housing finance companies. RBI has put housing finance on priority as core sector lending. In the developed countries, the flow of housing finance forms a substantial share of the total finance system. In fact, the savings for housing is among the single largest source of funds in their entire financial system.

Thus, it is imperative that India priorities the housing sector in order to enable a varied advantage to the economy in the form of employment, non-inflationary growth and reduced pressure on the balance of payments. The housing sector in India has been put under a lot of strain since Independence. Builders and developers too face varied problems.

Growth Factors

The Pradhan Mantri Awas Yojana (PMAY) aims to build over 2 crore affordable homes across 305 rural and urban centres.

Under this scheme, which is a part of the Housing for All vision, people can avail interest subsidy of 4% on loans up to Rs 9 lakh and 3% for loans up to Rs 12 lakh. There is also a 3% interest subsidy on a Rs 2 lakh loan for a new home in the rural areas.

The subsidies, which have made home loans affordable for the low-income group, have greatly helped people working in the unorganised sector, according to Arvind Hali, chairman of ART Affordable Housing Finance.

The government help has also resulted in housing finance companies disbursing more loans. To lend perspective, loans up to Rs 2 lakh witnessed the maximum year-over-year (Y-O-Y) growth of 10.4% in FY 2016-17.

New Dynamics:

An important development in the housing finance business has been the entry of new players. The relatively low risk in a housing portfolio has spurred new entrants in the last few years. Arguably the most significant entrant has been ICICI Home Finance. Among non-banking finance companies, Sundaram Finance and Tata Finance have launched housing finance subsidiaries in the recent past, while banks shown increased interest in acquiring housing assets.

The entry of new players and the consequent increase in competition has been followed by an interesting trend. The interest rates of most housing finance companies (HFC) move in unison, thereby suggesting that interest rate is not likely to be a competitive tool. The high level of competition has made it impossible for an HFC, with branches across the country, to charge an interest rate higher than the competition. Commercial banks are an exception to the rule, in the sense that they always charge lower than the competition.

Budgetary Support:

Tax benefits, a low interest rate regime and high salary levels among certain sections are chiefly responsible for fuelling fast growth in the housing financial services sector. Tax benefits for housing finance contribute to housing development. For this purpose, RBI maintains a soft interest rate regime. The bank rate of interest is constantly being slashed so that it acts as a stimulant for housing demand.

Similarly, a sharp increase in size of pay packets has played an important role in making a house affordable. Regardless of salary levels, if the cost of a house comes down, it would pep up the demand for housing finance. There is reason to believe that we are witnessing a gradual movement towards loosening the restrictions that increase the cost of a house.

Housing Finance Institutions in India

The below-mentioned list of housing finance companies have been granted Certificate of Registration (COR) with permission to accept public deposits –

  • Aadhar Housing Finance Limited (Formerly: DHFL Vysya Housing Finance Limited)
  • Housing and Urban Development Corporation Limited
  • Housing Development Finance Corporation Limited
  • Can Fin Homes Limited
  • Cent Bank Home Finance Limited
  • Manipal Housing Finance Syndicate Limited
  • PNB Housing Finance Limited
  • Dewan Housing Finance Corporation Limited
  • ICICI Home Finance Company Limited
  • LIC Housing Finance Limited
  • Sundaram Home Finance Limited

Listed below are the Housing Finance Companies having valid Certificate of Registration that can accept public deposits with prior permission obtained from the National Housing Bank for accepting public deposits:

  • National Trust Housing Finance Limited
  • Saral Home Finance Limited.
  • GIC Housing Finance Limited
  • Ind Bank Housing Limited
  • REPCO Home Finance Limited
  • L&T Housing Finance Limited

Housing Finance Introduction, Housing Finance Industry, Housing Finance Policy Aspect, Sources of Funds

The Housing Finance Company is yet another form of non-banking financial company which is engaged in the principal business of financing of acquisition or construction of houses that includes the development of plots of lands for the construction of new houses.

The Housing Finance Company is regulated by the National Housing Bank. Any non-banking finance company can operate as a housing finance company, subject to the fulfillment of basic requirements as specified in the Companies Act, 1956.

  • The company should obtain a certificate of registration (COR) from the National Housing Bank (NHB). The company conducting such business without a COR is an offense punishable under the provisions of the National Housing Bank Act, 1987, also the NHB can demand the winding up of such company.
  • The company should have its primary business of providing finance for housing, whether directly or indirectly.
  • The company should have minimum Net Owned Fund of Rs 10 Crore.

Once these basic requirements are fulfilled, the company should comply with the following conditions to get registered as a Housing Finance Company:

  • The affairs of the housing finance company should not be detrimental to the interest of the present and future depositors.
  • The company shall be in such a position that it is able to meet the full claims of its present as well as future depositors as and when these accrue.
  • The management of the company should not be prejudicial towards public interest or to the interest of its depositors.
  • The Company should have an adequate capital structure and better income prospects.

The certificate of registration shall not be prejudicial to the operation and growth of housing finance sector of the country.

Housing Finance Policy Aspect

India’s national housing policy insists on providing more dwelling houses to the citizens. It is only natural for the government to create institutions which can provide housing finance.

At the international level, institutions such as World Bank and Asian Development Bank provides both grants and loans, especially soft loans for removing slums and for the creation of housing colonies. In fact, in India, the World Bank has financed Sites and Service Schemes to a number of state governments, thereby, both housing and promotion of small-scale industries are simultaneously encouraged.

In 2019, ‘Infrastructure Leasing & Financial Services Limited’ (IL&FS), India’s leading infrastructure development Non-Banking Financial Company (NBFC) defaulted on its debt payments. Housing Finance Companies, including HDFC, Dewan Housing Finance Ltd (DHFL), PNB Housing Finance Ltd (PNBHFL) and LIC Housing Finance Ltd (LICHFL), had high exposure to IL&FS. As a result, the crisis triggered a liquidity crunch in the housing finance sector. The Reserve Bank of India (RBI), therefore, proposed to take over the regulation of Housing Finance Companies (HFCs) by amending the National Banking Act from the National Housing Bank (NHB). The NHB had been set up as an apex institution to regulate housing finance in 1988.

The overall mandate given to the NHB is to make retail housing finance affordable to all sections of the society. The RBI, in November 2019, issued a notification withdrawing exemption given to HFCs which allowed the NHB to regulate them. HFCs came under the purview of the RBI through Section IIIB of the RBI Act.

Sources of Funds

Commercial banks and co-operative societies are providing housing finance. Life Insurance Corporation is also in the race for housing finance.

While providing housing finance, the lender and borrower enter into an agreement under the Transfer of Property Act, whereby the house to be constructed is mortgaged along with the land to the creditors who is called mortgagee. The borrower is the mortgagor and he cannot sell the house to any third party until the loan is repaid. In other words, the financing institution has a charge on the property of the borrower until he repays the loan.

When the housing loan is repaid, the mortgage is lifted and the ownership of the house is transferred to the owner. The owner has now an absolute right to transfer or sell to any party he likes. In the case of granting housing loan to existing houses for the purpose of rebuilding or expansion, the house will be mortgaged to the financing company, till the loan is repaid.

NBFCs raise capital in the short-term (1-3 months) commercial paper (CP) market at a lower cost, as compared to the long term (5-10 years) nonconvertible debenture (NCD) market but face the risk of rolling over the CP debt at short frequencies of a few months.4 The frequent repricing exposes NBFCs to the risk of facing higher financing costs and, in the worst case, credit rationing.

Advantages of Housing Finance

  • Industries such as cement, brick manufacturing, sanitary products, electrical fittings and glass industries experience more demand due to house construction.
  • Among the financial services, housing finance creates employment, both directly and indirectly.
  • Rural housing develops not only rural areas but prevents migration of labor to urban areas.
  • Factories or industrial establishments create townships by providing more housing facilities to their employees. Housing finance thereby reduces congestion in urban areas.
  • Housing finance helps in creation of more houses which results in building up more infrastructure facilities, such as roads, electricity generation, drinking water facilities, etc.
  • Due to housing finance, there is a vertical expansion and re building of dilapidated houses and re modelling of the existing houses.
  • Non conventional energy gets popularized due to modern housing facilities which is one of the major benefits of housing finance.
  • Housing facilities not only improve, they also reflect the culture of the country. Chandigarh city is an example for modern housing which has been built by a French architect.

Market of Housing Finance, Housing Finance in India; Major Issues

The Indian housing finance market witnessed a decent rise in home loan outstanding of approx. 16% during fiscals 2015 to 2020. It was primarily due to higher disposable income, robust demand, and a more significant number of competitors entering the vertical. In fiscal 2020, total housing loan outstanding remained at Rs 20.4 trillion. Housing loan outstanding growth plummeted in fiscals 2019 and 2020 due to the Housing Finance companies’ slow growth (or HFCs.) The pandemic-induced nationwide lockdown had a tremendous impact on the overall construction activity. The return of 80% construction workforce of migrant laborers to their villages further aggravated the problems. Shrinking job prospectus coupled with limited income growth negatively impacted demand from end-buyers, primarily self-employed borrowers.

Market Share of Lenders in Housing Finance

Various players operating in the housing finance market include public sector banks (or PSBs), housing finance companies (or HFCs), new private sector banks, old private sector banks, and other lenders based on housing loan outstanding and housing loan disbursement. PSBs and HFCs accounted for 40% and 39% of the market share based on the housing loan outstanding in FY2019. Over the last few years, the share of housing finance companies has expanded, whereas the same has contracted for public sector banks in the market based on housing loans outstanding. When measured in market share based on housing loan disbursement, PSBs’ share was 37%, while for housing finance companies, the same was 41% in FY2019. For both major players, the share remained more or less the same over the past couple of years. Although PSBs lead in value terms, HFCs enjoy the highest market share in terms of volume compared with other lenders.

The home loan market is concentrated in the top 15 states, which accounted for ~93% of the loan outstanding at the end of March 2019. With an overall share of 23%, Maharashtra tops the list, followed by Karnataka (10%), Tamil Nadu (NS:TNNP) (9%), Gujarat (8%), and Telangana (6%). The top four states account for slightly more than 50% of the home loans outstanding.

Growth Drivers

Higher affordability, increased transparency, growing urbanization, and government incentives should drive the housing finance market’s growth over the next five years. You should note that the urban population’s share in the total population has consistently increased over the years. From 17% in 1951, it has risen to 35% in 2021. Demography-wise, we have one of the highest young populations globally, with a median age of 28 years. ~90% of Indians were below the age of 60 by the end of 2020, of which around 63% were between 15 and 59 years. Nuclearization means a shift from a joint family to a small family. Nuclearization in urban areas is also driving the housing demand in India and, in turn, home finance.

Changing lifestyles, the rise of individual consciousness, social attitudes, and increased labor mobility have also pushed housing demand across the country. These trends are expected to continue in the future. Income growth gives rise to a tendency to shift to bigger houses. Higher demand for separate homes, young-age housing loan borrowers, government Initiatives of affordable housing, and interest subsidies under PMAY should keep pushing housing finance demand is going ahead.

Housing Demand and Housing Finance Market Growth

We have witnessed subdued demand for high-priced homes in metros and faster growth in smaller districts in the recent past, and it resulted in a higher share of smaller districts in overall home loans over the past few years. According to the CRISIL (NS:CRSL) study, the top 50 districts in India accounted for 72% of the housing demand in fiscal 2019. The last two years (2019 and 2020) have mainly seen vivid growth in the share of smaller districts in the home loan disbursements, and this trend is anticipated to continue in the future, according to CRISIL.

During fiscal 2014 to 2019, the home loan market grew at ~18% CAGR. In that market, the contribution of high-priced housing jumped from 44% in fiscal 2015 to 54% in fiscal 2019. Higher project launches in the high-priced housing segment led to the growth in contribution. Note that the market share of the high-priced housing segment is increasing, albeit slowly, in volume terms. However, the low-priced housing segment (less than Rs 25 lacs) still holds more than 80% of the market share.

Refinancing Instruments

Banks and HFCs can refinance by using own deposits or by turning to the capital market. In addition, they can also avail the refinance facilities offered by the NHB. Since the year 2000, the NHB is authorized to carry out securitization transactions and issue mortgage-backed securities (MBS) on behalf of private financial institutions. Its role is that of a financial trustee and credit enhancer for the private MBS. Besides, together with its private sector counterparts it is working to establish a Mortgage Credit Guarantee Company which is intended to offer mortgage insurance services. Despite continued efforts, the Indian MBS market is still not fully developed with only one per cent of housing loans being securitised.

Major Issues in housing finance market

Entering into an era of rate war: Now a days the finance companies have entered into an era of rate war. Many players have started examining the possibility of reducing their interest rates in order to remain competitive in the market place and attract the customers. The ability to get long term funds at cheap rates is an important competitive advantage.

Availability of funds: It is the most important problem of the HFCs. The borrowing capacity of the people has increased due to the budget proposals whereas the lending capacity has not changed much since it requires the long term finance.

Lack of Clear Title: Another major issue conforming Indian housing is the lack of clear title to property. Around 90 percent of all the land in India does not have clear title. The ownership is unclear and hence, the land is off the market, thereby creating scarcity of land. This problem could be attributed to poor record keeping and complicated processes.

Risk of default: Since the HFCs are running short of funds, any default by the customers will have the direct impact on the lending capacity of the companies as the fund remain blocked during the period. HFCs are not in a position to absorb such shocks due to the paucity of funds. However, HFCs have historically had much lower default rates when compared to the banks and other finance companies.

High Stamp Duty: The cost of transferring land, stamp duty and registration charges payable are prohibitively high. This dissuades people from seeking housing, development and financing. Moreover, the procedure followed is also not transparent.

Leasing in India, Legal Aspects of Leasing

Leasing in India

Leasing industry in India is of recent origin. It was pioneered in 1973 when for the first time ‘Leasing Company of India’ was set up in Madras. For almost seven years in the country, this company was the sole leasing company. In 1980 another leasing company known as “20th Century Leasing” came into existence. Both these leasing companies were promoted by management qualified professionals from city bank.

Thereafter, a virtual explosion in the leasing industry was noticeable. In 1981 four organisations, viz., Shetty Investment and Finance, ‘Paybharat Credit and Investment’, ‘Motor and General Finance’ and ‘Sundaram Finance’ joined the leasing business essentially for taking tax advantage.

The leasing industry entered the third stage in the growth phase in late 1982 when numerous financial institutions and commercial banks either started leasing or announced plans to do so. ICICI embraced leasing activity in 1983 where-after the trickle soon developed into flood and leasing became the new gold mine.

This was also the time when the profit performance of the first two dozen companies had been made public which was so fascinating as to attract many more companies in leasing business. In the meantime, International Finance Corporation announced its decisions to open four leasing joint ventures in India.

To add to the leasing boom, the Finance Ministry announced strict measures for enlistment of investment companies on stock exchange, which made many investment companies to turn overnight into leasing companies. Foreign banks in India particularly Grind-lays did commendable work in marketing the leasing idea.

At present, there are about 300 leasing companies in the country. Apart from these, many companies engaged in other businesses are also leasing out mainly to employ their investible surplus in tax-benefit. Over the period 1980-88, gross leased assets of these companies expanded by Rs. 700 crores indicating the extent to which leasing companies have played significant role in asset formation. This is a basic fact that requires recognition and encouragement by the government. It is most intriguing to note that the leasing industry is being singled out for discriminatory practices.

Leasing is coming of age in India, as is evidenced by phenomenal growth of leasing industry by over 100 per cent in recent few years. Against only Rs. 3000 crore of lease deals done during 1993-94, the buzz in the leasing industry puts leasing volume in 1994-95 at close to Rs. 7000 crores.

A large part of this unprecedented growth was contributed by the Public Sector Units (PSUs). For instance, the IDBI single handedly did a Rs. 50 crores lease deal for the Shipping Corporation of India for financing the acquisition of a single ship.

SBI capital markets syndicated a Rs. 240 crore lease deal for Mangalore Refinery and Petrochemical Ltd. Similarly, Infrastructural Leasing and Financial Services Ltd. syndicated a Rs. 200 crore lease deal for Maharashtra State Electricity Board (MSEB).

KDTK Mahindra Finance Ltd. has structured Rs. 300 crore transmission and distribution equipment’s lease deal for MSEB.

IDBI Sanctioned Lease finance to the tune of Rs. 1007 crore in 1997-98 which was more than what was provided during 1994-95. The institution is looking at financing leasing of small aircraft for spraying pesticides and ferrying executives and large allocation for shipping. Telecom and the power sector.

The SBI group is forming a consortium for lease financing.

A syndicate of leasing companies provided Rs. 250 crore lease finance to the Rajasthan State Electricity Board.

Banks and bank-subsidiaries:

Till 1991, there were some ten bank subsidiaries active in leasing, and over-active in stock-investing. The latter variety was ravaged in the aftermath of the 1992 securities scam.

In Feb., 1994, the RBI allowed banks to directly enter leasing. So long, only bank subsidiaries were allowed to engage in leasing operations, which was regarded by the RBI as a non-banking activity. However, the 1994 Notification saw an essential thread of similarity between financial leasing and traditional lending.

Though State Bank of India, Canara Bank etc have set up leasing activity, it is not currently at a scale to make any difference on the leasing scenario. This is different from the rest of the World, where banks are front-runners in leasing markets.

Legal Aspects of Leasing

“The delivery of goods by one person to another, for some purpose, upon a contract that they shall, when the purpose is accomplished, be returned or otherwise disposed of according to the directions of the person delivering them. The person delivering the goods is called the ‘bailor’ and the person to whom they are delivered is called the ‘bailee’.

Financial leasing represents a “Distinctive triangular relationship” requiring three discrete parties:

(1) A lessor who advances funds for the purchase of the equipment which constitutes the subject of the leasing transaction.

(2) A lessee who selects the equipment and pays a rental fee for the right to use it.

(3) A supplier who sells the equipment to the lessor. Financial leasing also links two separates, albeit interrelated, contracts: a leasing agreement between the lessor and lessee, and a supply agreement between the supplier and lessor.

International Financial Leasing means at least there are one or more international elements in a transaction. Basically, in a finance lease transaction, if the supplier, lessor and lessee are all have their places of businesses in different countries; or regardless of the place of business of the supplier, the lessee and the lessor have their places of business in different countries, the contract of the financial leasing can be thought as an international financial leasing contract.

Since an equipment lease transaction is regarded as a contract of bailment, the obligations of the lessor and the lessee are similar to those of the bailor and the bailee (other than those expressly specified in the least contract) as defined by the provisions of sections 150 and 168 of the Indian Contract Act. Essentially these provisions have the following implications for the lessor and the lessee.

The lessor has the duty to deliver the asset to the lessee, to legally authorise the lessee to use the asset, and to leave the asset in peaceful possession of the lessee during the currency of the agreement.

The lessor has the obligation to pay the lease rentals as specified in the lease agreement, to protect the lessor’s title, to take reasonable care of the asset, and to return the leased asset on the expiry of the lease period.

Contents of a lease agreement:

The lease agreement specifies the legal rights and obligations of the lessor and the lessee. It typically contains terms relating to the following:

  • Description of the lessor, the lessee, and the equipment.
  • Amount, time and place of lease rentals payments.
  • Time and place of equipment delivery.
  • Lessee’s responsibility for taking delivery and possession of the leased equipment.
  • Lessee’s responsibility for maintenance, repairs, registration, etc. and the lessor’s right in case of default by the lessee.
  • Lessee’s right to enjoy the benefits of the warranties provided by the equipment manufacturer/supplier.
  • Insurance to be taken by the lessee on behalf of the lessor.
  • Variation in lease rentals if there is a change in certain external factors like bank interest rates, depreciation rates, and fiscal incentives.
  • Options of lease renewal for the lessee.
  • Return of equipment on expiry of the lease period.
  • Arbitration procedure in the event of dispute.

Hire Purchase and Leasing

Leasing and hire purchase are two major financing options that allow individuals or businesses to acquire assets without making full payments upfront. These financial mechanisms provide flexibility, especially when it comes to acquiring expensive equipment or property. Both leasing and hire purchase enable the lessee or purchaser to use the asset over a specified period, but there are key differences in their structure, ownership, and terms.

Leasing:

Leasing is a financial arrangement where the owner of an asset (the lessor) provides the right to use the asset to another party (the lessee) in exchange for regular rental payments. The lessee gets the asset for a predetermined period without owning it. At the end of the lease term, the lessee typically has the option to return the asset, renew the lease, or sometimes purchase it at a residual value.

Types of Leasing:

  • Operating Lease:

An operating lease is a short-term lease that covers only a portion of the asset’s useful life. At the end of the lease period, the asset is returned to the lessor. This type of lease is commonly used for assets that may become obsolete or require frequent upgrades, such as computers or office equipment.

  • Financial Lease (Capital Lease): 

Financial lease, also known as a capital lease, is a long-term lease where the lessee has the option to purchase the asset at the end of the lease term, typically at a predetermined residual value. The lessee is responsible for maintenance, insurance, and taxes, which makes it similar to ownership. This type of lease is typically used for assets that the lessee wants to use for most of the asset’s useful life, such as machinery or vehicles.

  • Sale and Leaseback:

In a sale and leaseback arrangement, an asset is sold by the owner to a leasing company, and the original owner immediately leases back the asset for use. This allows the seller to raise capital while still maintaining possession and use of the asset.

Advantages of Leasing:

  • Low Initial Payment:

Leasing allows businesses to acquire assets without the heavy upfront investment required for buying.

  • Flexibility:

At the end of the lease term, businesses have the option to purchase, renew, or return the asset, providing flexibility based on their financial and operational needs.

  • Tax Benefits:

Lease payments are generally considered tax-deductible expenses, reducing the business’s taxable income.

  • Risk Mitigation:

Leasing helps businesses avoid the risks associated with owning assets, such as depreciation or technological obsolescence.

Hire Purchase

Hire purchase (HP) is a method of acquiring goods where the buyer takes possession of the asset immediately but pays for it in installments over a period of time. Unlike leasing, hire purchase involves an agreement where the buyer ultimately becomes the owner of the asset once all payments are made. The buyer makes an initial down payment, and the remaining amount is paid in regular installments, which includes interest. If the buyer fails to make payments, the seller may repossess the asset.

Features of Hire Purchase:

  • Ownership Transfer:

The ownership of the asset is transferred to the buyer after the last installment is paid. Unlike leasing, where the asset remains with the lessor, in hire purchase, the buyer ultimately owns the asset.

  • Down Payment:

A certain percentage of the asset’s price is paid upfront as a down payment. The remaining balance is paid through installments, including interest charges.

  • Installment Payments:

The remaining balance is paid in regular installments, which include both principal and interest amounts. The total amount paid over the term of the hire purchase agreement will exceed the actual cost of the asset due to interest.

  • Repossessability:

If the buyer fails to make payments, the seller or finance company has the right to repossess the asset. In some cases, the buyer may lose any amount already paid.

Advantages of Hire Purchase:

  • Immediate Use of Asset:

The buyer gets immediate possession and use of the asset, even before full payment is made.

  • Fixed Payment Structure:

The payment terms are fixed, making it easier for the buyer to budget over the repayment period.

  • Ownership at End of Term:

The buyer owns the asset once all payments are made, which is advantageous if the asset is needed for the long term.

  • No Need for Collateral:

In many cases, hire purchase agreements do not require additional collateral beyond the asset itself.

Key Differences Between Leasing and Hire Purchase:

Feature Leasing Hire Purchase
Ownership The lessor retains ownership. Ownership is transferred to the buyer at the end of the agreement.
Payment Structure Regular rental payments, no down payment. Down payment followed by installment payments.
Option to Purchase Usually no option to purchase at the end of the lease term. Buyer owns the asset at the end of the term.
Asset Risk Risk of obsolescence lies with the lessor. Risk of asset depreciation lies with the buyer.
Flexibility High flexibility (return or renew at the end). Less flexibility, as payments are required to be made.

Bankers to an Issue, Brokers to an Issue

Bankers to an Issue

The bankers to an issue are engaged in activities such as acceptance of applications along with application money from the investors in respect of issues of capital and refund of application money.

Registration

To carry on activity as a banker to issue, a person must obtain a certificate of registration from the SEBI. The SEBI grants registration on the basis of all the activities relating to banker to an issue in particular with reference to the following requirements:

a) The applicant has the necessary infrastructure, communication and data processing facilities and manpower to effectively discharge his activities.

b) The applicant/any of the directors of the applicant is not involved in any litigation connected with the securities market/has not been convicted of any economic offence.

c) The applicant is a scheduled bank.

d) Grant of a certificate is in the interest of the investors.

A banker to an issue can apply for the renewal of his registration three months before the expiry of the certificate. Every banker to an issue had to pay to the SEBI an annual fee of Rs.2.5 lakhs for the first two years from the date of initial registration, and Rs.1 lakh for the third year to keep his registration in force. The renewal fee to be paid by him annually for the first two years was Rs.1 lakh and Rs.20,000 for the third year. Since 1999, schedule of fee is Rs.5 lakhs as initial registration fee and Rs.2.5 lakhs renewal fee every three years from the fourth year from the date of initial registrations. Non-payment of the prescribed fee may lead to the suspension of the registration certificate.

General Obligations and Responsibilities Furnish INFORMATION When required, a banker to an issue has to furnish to the SEBI the following information:

a) The number of issues for which he was engaged as a banker to an issue.

b) The number of application/details of the application money received.

c) The dates on which applications from investors were forwarded to the issuing company /registrar to an issue.

d) The dates/amount of refund to the investors.

DBA 1724 Books of Account/Record/Documents

A banker to an issue is required to maintain books of accounts/records/documents for a minimum period of three years in respect of, inter-alia, the number of applications received, the names of the investors, the time within which the applications received were forwarded to the issuing company/registrar to the issue and dates and amounts of refund money to investors.

Disciplinary Action by the RBI

If the RBI takes any disciplinary action against a banker to an issue in relation to issue payment, the latter should immediately inform the SEBI. If the banker is prohibited from carrying on his activities as a result of the disciplinary action, the SEBI registration is automatically deemed as suspended/cancelled.

Code of Conduct for Bankers to Issue

A banker to an issue should:

  • Make all efforts to protect the interest of investors.
  • Observe high standards of integrity and fairness in the conduct of its business.
  • Fulfill its obligations in a prompt, ethical and professional manner.
  • At all times exercise due diligence, ensure proper care and exercise independent professional judgment
  • Not any time act in collusion with other intermediates over the issuer in a manner that is detrimental to the investor
  • Endeavour to ensure that:
  • a) inquiries from investors are adequately dealt with.
  • b) grievances of investors are redressed in a timely and appropriate manner.
  • c) where a complaint is not remedied promptly, the investor is advised of any further steps which may be available to the investor under the regulatory system.
  • Not

a) Allow blank applications forms bearing brokers stamp to be kept the bank premises or peddled anywhere near the entrance of the premises.

b) Accept applications after office hours or after the date of closure of the issue or on bank holidays.

c) After the closure of the public issue accept any instruments such as Cheques/ demand drafts/stock invests from any other source other than the designated registrar to the issue.

d) Part with the issue proceeds until listing permission is granted by the stock exchange to the body corporate.

e) Delay in issuing the final certificate pertaining to the collection figures to the registrar to the issue, the lead manager and the body corporate and such figures should be submitted within seven working days from the issue closure date.

  • Be prompt in disbursing dividends, interests or any such accrual income received or collected by him on behalf of his clients.
  • Not make any exaggerated statement whether oral or written to the client, either about its qualification or capability to render certain services or its achievements in regard to services rendered to other client.
  • Always Endeavour to render the best possible advice to the clients having regard to the clients‘ needs and the environments and his own professional skill.
  • Not divulge to anybody either orally or in writing, directly or indirectly, any confidential information about its clients which has come to its knowledge, without taking prior permission of its clients
  • Avoid conflict of interest and make adequate disclosure of his interest.
  • Put in place a mechanism to resolve any conflict of interest situation that may arise in the conduct of its business or where any conflict of interest arise, should take reasonable steps to resolve the same in an equitable manner.

(a) Not render, directly or indirectly, any investment advice about any security in the publicly accessible media, whether real-time or non-real-time, unless a disclosure of its interest including long or short position in the security has been made, while rendering such advice.

(b) in case an employee of the banker to an issue is rendering such advice, the banker to an issue should ensure that he discloses his interest, the interest of his dependent family members and that of the.

  1. Make appropriate disclosure to the client of its possible source or potential areas of conflict of duties and interest while acting as banker to an issue which would impair its ability to render fair, objective and unbiased services.
  2. Not indulge in any unfair competition, which is likely to harm the interests of other bankers to an issue or investors or is likely to place such other bankers to an issue in a disadvantageous position while competing for or executing any assignment.
  3. Not discriminate amongst its clients, save and except on ethical and commercial considerations.
  4. Ensure that any change in registration status/any penal action taken by the SEBI or any material change in financials which may adversely affect the interests of clients/ investors is promptly informed to the clients and business remaining outstanding is transferred to another registered person in accordance with any instructions of the affected clients/investors.
  5. Maintain an appropriate level of knowledge and competency and abide by the provisions of the SEBI Act, regulations, circulars and guidelines of the SEBI. The banker to an issue should also comply with the award of the Ombudsman passed under the SEBI (Ombudsman) Regulations, 2003. 19. Ensure that the SEBI is promptly informed about any action, legal proceedings, etc., initiated against it in respect of any material breach of non-compliance by it, of any law, rules, regulations, and directions of the SEBI or of any other regulatory body.
  6. Maintain an appropriate level of knowledge and competency and abide by the provisions of the SEBI Act, regulations, circulars and guidelines of the SEBI. The banker to an issue should also comply with the award of the Ombudsman passed under the SEBI (Ombudsman) Regulations, 2003. 19. Ensure that the SEBI is promptly informed about any action, legal proceedings, etc., initiated against it in respect of any material breach of non-compliance by it, of any law, rules, regulations, and directions of the SEBI or of any other regulatory body.
  7. Not make any untrue statement of suppress any material fact in any documents, reports, papers or information furnished to the SEBI.
  8. Not neglect or fail or refuse to submit to the SEBI or other agencies with which it is registered, such books, documents, correspondence, and papers or any part thereof as may be demanded/requested from time to time.
  9. Abide by the provisions of such acts and rules, regulations, guidelines, resolutions, notifications, directions, circulars and instructions as may be issued from time to time by the Central Government, relevant to the activities carried on the banker to an issue.

Brokers to an Issue

Brokers are the persons mainly concerned with the procurement of subscription to the issue from the prospective investors. The appointment of brokers is not compulsory and the companies are free to appoint any number of brokers. The managers to the issue and the official brokers organize the preliminary distribution of securities and procure direct subscriptions from as large or as wide a circle of investors as possible. The stock exchange bye-laws prohibits the members from the acting as managers or brokers to the issue and making preliminary arrangement in connection with any flotation or new issue, unless the stock exchange of which they are members gives its approval and the company conforms to the prescribed listing requirements and undertakes to have its securities listed on a recognized stock exchange. The permission granted by the stock exchange is also subject o other stipulations which are set out in the letter of consent. Their active assistance is indispensable for broad basing the issue and attracting investors. By and large, the leading merchant bankers in India who act as managers to the issue have particulars of the performance of brokers in the country. The company in consultation with the stock exchange writes to all active brokers of all exchanges and obtains their consent to act as brokers to the issue. Thereby, the entry of experienced and unknown agencies in to the field of new issue activity as issue managers, underwriters, brokers, and So on, is discouraged. A copy of the consent letter should be filed along with the prospectus to the ROC. The names and addresses of the brokers to the issue are required to be disclosed in the prospectus. Brokerage may be paid within the limits and according to other conditions prescribed. The brokerage rate applicable to all types of public issue of industrial securities is fixed at 1.5 percent, whether the issue is underwritten or not. The mailing cost and other out-of pocket expenses for canvassing of public issues have to be borne by the stock brokers and no payment on that account is made by the companies. A clause to this effect must be included in the agreement to be entered into between the broker and the company. The listed companies are allowed to pay a brokerage on private placement of capital at a maximum rate of 0.5 percent.

Brokerage is not allowed in respect of promo directors, their friends and employees, and in respect of the rights issues taken by or renounced

by the existing shareholders. Brokerage is not payable when the applications are made by the institutions/bankers against their underwriting commitments or on the amounts devolving on them as underwriter’s consequent to the under subscription of the issues. The issuing company is expected to pay brokerage within two months from the date of allotment and furnish to the broker, on request, the particulars of allotments made against applications bearing their stamp, without any charge. The Cheque relating to brokerage on new issues and underwriting commission, if any, should be made payable at par at all centre where the recognized stock exchanges are situated. The rate of brokerage payable must be is enclosed in the prospectus.

(i) Banking All types of foreign exchange transactions including advice on exchange, imports, exports finance, financing the movement of goods through acceptance credits, the handling of commercial letters of credit, the negotiation and collection of foreign bills, accepting call or term deposits, short medium term finance, bridging finance, leading; corporate banking, treasury/trading services, discount/guarantee facilities. Issuing and underwriting. Public issues; underwriting of issues, preparation of prospectuses; new equity; obtaining stock exchange listings/broking services.

(ii) Corporate Finance New issues; development capital; negotiation of mergers and takeovers; capital reconstruction; bridging finance, medium term loans; public sector finance.

(iii) Management Services Economic planning; trusts administration; share secretarial services; primary capital market participation.

(iv) Product Knowledge Foreign exchange, import finance; export finance; commercial LCs; FBCSs; Call/ Term deposits; medium term loans (MTL); Bridging finance; leasing, treasury services, discount/guarantees, Acceptance credits, public issues, underwriting, equity, broking, estate planning, trusts, share transfers. Marketing the public issue arises because of the highly competitive nature of the capital market. Moreover, there is a plethora of companies, which knock at the doors of investors seeking to sell their securities. Above all the media bombards the modern investors with eye catching advertisement to sell their concepts to prospective investors.

Merchant Banking and Marketing of New Issues Following are the steps involved in the marketing of the issue of securities to be undertaken by the lead manager:

  1. Target market: The first step towards the successful marketing of securities is the identification of a target market segment where the securities can be offered for sale. This ensures smooth marketing of the issue. Further, it is possible to identify whether the market comprises of retail investors, wholesale investors or institutional investors.
  2. Target concentration: After having chosen the target market for selling the securities, steps are to be taken to assess the maximum number of subscriptions that can be expected from the market. It would work to the advantage of the company if it concentrates on the regions where it is popular among prospective investors.
  3. Pricing: After assessing market expectations, the kind and level of price to be charged for the security must be decided. Pricing of the issue also influences the design of capital structure. The offer has to be made more attractive by including some unique features such as safety net, multiple options for conversion, attaching warrants, etc.
  4. Mobilizing intermediaries: For successful marketing of public issues, it is important that efforts are made to enter into contracts with financial intermediaries such as an underwriter, broker/sub-broker, fund arranger, etc.
  5. Information contents: Every effort should be mad3e to ensure that the offer document for issue is educative and contains maximum relevant information. Institutional investors and high net worth investors should also be provided with detailed research on the project, specifying its uniqueness and its advantage over other existing or upcoming projects in a similar field.
  6. Launching advertisement campaign: In order to push the public issue, the lead manager should undertake a high voltage advertisement campaign. The advertising agency must be carefully selected for this purpose. The task of advertising the issue shall be entrusted to those agencies that specialize in launching capital offerings. The theme of the advertisement should be finalized keeping in view SEBI guidelines. An ideal mix of different advertisement vehicles such as the press, the radio and the television, the hoarding, etc. should be used. Press meets, brokers and investor’s conference, etc. shall be arranged by the lead manager at targeted in carrying out opinion polls. These services would useful in collecting data on investors’ opinion and reactions relating to the public issue of the company, such a task would help develop an appropriate marketing strategy. This is because; there are vast numbers of potential investors in semi-urban and rural areas. This calls for sustained efforts on the part of the company to educate them about the various avenues available for investment.
  7. Brokers and investors conferences: As part of the issue campaign, the lead manager should arrange for brokers ‘and investors‘ conference centre which have sufficient investor population. In order to make such endeavors more successful, advance planning is required. It is important that conference materials such as banners, brochures, application forms, posters, etc. reach the conference venue in time. In addition, invitation to all the important people, underwriters, bankers at the respective places, investors ‘associations should also be sent.
  8. A critical factor that could make or break the proposed pu8blic issue is its timing. The market conditions should be favorable. Otherwise, even issues from a company with an excellent track record, and whose shares are highly priced, might flop. Similarly, the number and frequency of issues should also be kept to a minimum to ensure success of the public issue.

Methods Following are the various methods being adopted by corporate entities for marketing the securities in the new Issues Market:

1. Pure Prospectus Method

2. Offer for Sale Method

3. Private Placement Method

4. Initial Public Offers Method

5. Rights Issue Method

6. Bonus Issue Method

7. Book-building Method

8. Stock Option Method

9. Bought-out Deals Method

Derivative Trading

Derivatives are essentially contracts that derive their value from an underlying asset. The underlying asset can be stocks, commodities, currencies, indices, exchange rates, or even interest rates. Derivative trading involves both buying and selling of these financial contracts in the stock market. With derivatives, you can make profits by predicting the future price movement of the underlying asset.

Derivative contracts can be classified into two types; Futures and Options. A future is basically a contract between a buyer and a seller, who agree to buy and sell a specific underlying asset at a future date. Similar to futures, option contracts give the buyer and the seller the right to buy and sell the underlying asset at a specific price at a future point in time. An option, on the other hand, is again sub-classified into two types; call option and put option.

However, there’s a key difference between these two futures and options. In the case of options, the buyer or the seller can either choose to exercise their right to buy or sell, or they could allow that right to lapse upon the expiry of the contract. With futures, both the buyer and the seller are obligated to honor the contract upon expiry.

Derivative contracts are short-term financial instruments that come with a fixed expiry date, which is generally the last thursday of every month. At any point in time, both futures and options contracts trade with three different expiry dates spanning over three months.

Types:

Futures: A futures contract is a legal agreement between two parties to buy or sell the underlying asset at a predetermined future date and price. The contract is executed directly through a regulated and organised exchange.

Forwards: Forward contracts are similar to futures except the deal is not made through an organised or regulated exchange. Since these are Over-The-Counter (OTC) contracts, they carry more counterparty risk for both parties involved.

Options: An options contract gives a trader the right but not an obligation to buy or sell an underlying asset at a predetermined future date and price.

Swaps: A swap is a contractual agreement between two parties to exchange cash flows at a future date based on a pre-planned formula. Similar to forwards, they are OTC contracts and consequently not traded on exchanges.

Participants:

Traders and speculators: They predict future changes in the price of an underlying asset. Based on these predictions, they take a certain position (long or short) in a derivative contract.

Hedgers: These participants invest in the derivatives market to eliminate the risks associated with future price changes.

Arbitrageurs: Arbitrage is a practice often adopted by traders to exploit the price differences in two or more markets. For example, a trader purchases stock in one market and simultaneously sells it off at a higher price in another. It is a common practice in financial markets.

Margin traders: In derivative trading, a margin is an initial amount an investor has to pay to the stockbroker. It is only a percentage of the total value of the investor’s position. Margin traders use this distinct payment feature to buy more stocks than they can afford.

Uses:

Earn money on shares that are lying idle

So you don’t want to sell the shares that you bought for long term, but want to take advantage of price fluctuations in the short term. You can use derivative instruments to do so. Derivatives market allows you to conduct transactions without actually selling your shares also called as physical settlement.

Protect your securities against

Fluctuations in prices the derivative market offers products that allow you to hedge yourself against a fall in the price of shares that you possess. It also offers products that protect you from a rise in the price of shares that you plan to purchase. This is called hedging.

Benefit from arbitrage

When you buy low in one market and sell high in the other market, it called arbitrage trading. Simply put, you are taking advantage of differences in prices in the two markets.

Transfer of risk

By far, the most important use of these derivatives is the transfer of market risk from risk-averse investors to those with an appetite for risk. Risk-averse investors use derivatives to enhance safety, while risk-loving investors like speculators conduct risky, contrarian trades to improve profits. This way, the risk is transferred. There are a wide variety of products available and strategies that can be constructed, which allow you to pass on your risk.

Advantages

Used in risk management: The value of a derivative contract has a direct relation with the price of its underlying asset. Hence, derivatives are used to hedge the risks associated with changing price levels of the underlying asset. For example, Mr A buys a derivative contract, the value of which moves in the opposite direction to the price of the asset he possesses. He’ll be able to use the profits in the derivatives to offset losses in the underlying asset.

Low transaction costs: Derivative contracts play a part in reducing market transaction costs since they work as risk management tools. Thus, the cost of transaction in derivative stock trading is lower as compared to other securities like debentures and shares.

Market efficiency: Derivative trading involves the practice of arbitrage which plays a vital role in ensuring that the market reaches equilibrium and the prices of the underlying assets are correct.

Determines the price of an underlying asset: Derivative contracts are often used to ascertain the price of an underlying asset.

Risk is transferable: Derivatives allow investors, businesses and others to transfer the risk to other parties.

Disadvantages

Counterparty risk: Derivative contracts like futures that are traded on the exchanges like BSE and NSE are organised and regulated. But, OTC derivative contracts like forwards, are not standardised. Hence, there’s always a risk of counterparty default.

Involves high risk: Derivative contracts are highly volatile as the value of underlying assets like shares keeps fluctuating rapidly. Thus, traders are exposed to the risk of incurring huge losses.

Speculative in nature: Derivative contracts are commonly used as tools for speculation. Due to the high risk associated with them and their unpredictable fluctuations in value, baseless speculations often lead to huge losses.

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