Investment Law - Pages
Investment Law - Pages
Capital can take different forms, from human and labor capital to economic capital. But when most people
hear the term financial capital, the first thing that comes to mind is usually money.
That's not necessarily untrue. Financial capital is represented by assets, securities, and yes, cash. Having
access to cash can mean the difference between companies expanding or staying behind and being left in the
lurch.
There are two types of capital that a company can use to fund operations: debt and equity. Prudent corporate
finance practice involves determining the mix of debt and equity that is most cost-effective. This article
examines both kinds of capital.
a. Debt Capital
Debt capital is also referred to as debt financing. Funding by means of debt capital happens when a company
borrows money and agrees to pay it back to the lender at a later date. The most common types of debt capital
companies use are loans and bonds, which larger companies use to fuel their expansion plans or to fund new
projects. Smaller businesses may even use credit cards to raise their own capital.
A company looking to raise capital through debt may need to approach a bank for a loan, where the bank
becomes the lender and the company becomes the debtor. In exchange for the loan, the bank charges interest,
which the company will note, along with the loan, on its balance sheet.
b. Equity Capital
Equity capital is generated through the sale of shares of company stock rather than through borrowing. If
taking on more debt is not financially viable, a company can raise capital by selling additional shares. These
can be either common shares or preferred shares.
Common stock gives shareholders voting rights but doesn't really give them much else in terms of
importance. They are at the bottom of the ladder, meaning their ownership isn't prioritized as other
shareholders are. If the company goes under or liquidates, other creditors and shareholders are paid first.
Preferred shares are unique in that payment of a specified dividend is guaranteed before any such payments
are made on common shares. In exchange, preferred shareholders have limited ownership rights and have no
voting rights. EXAMPLE- some companies choose not to borrow more money to raise their capital. Perhaps
they're already leveraged and just can't take on any more debt. They may turn to the market to raise some
cash.
A startup company may raise capital through angel investors and venture capitalists. Private companies, on
the other hand, may decide to go public by issuing an initial public offering (IPO). This is done by issuing
stock on the primary market—usually to institutional investors—after which shares are traded on the
secondary market by investors. For example, Meta, formerly Facebook, went public in May 2012, raising
$16 billion in capital through its IPO, which put the company's value at $104 billion.
2. FEATURES OF DEBENTURE AND EQUITY
a. DEBENTURES- A debenture is a type of bond or other debt instrument that is unsecured by collateral.
Since debentures have no collateral backing, they must rely on the creditworthiness and reputation of the
issuer for support. Both corporations and governments frequently issue debentures to raise capital or
funds. Corporations also use debentures as long-term loans. However, the debentures of corporations are
unsecured. Instead, they have the backing of only the financial viability and creditworthiness of the
underlying company. These debt instruments pay an interest rate and are redeemable or repayable on a
fixed date. A company typically makes these scheduled debt interest payments before they pay stock
dividends to shareholders. Debentures are advantageous for companies since they carry lower interest
rates and longer repayment dates as compared to other types of loans and debt instruments.
Features of a Debenture
When issuing a debenture, first a trust indenture must be drafted. The first trust is an agreement between the
issuing corporation and the trustee that manages the interest of the investors.
i. Interest Rate
The coupon rate is determined, which is the rate of interest that the company will pay the debenture holder or
investor. This coupon rate can be either fixed or floating. A floating rate might be tied to a benchmark such as
the yield of the 10-year Treasury bond and will change as the benchmark changes.
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ii. Credit Rating
The company's credit rating and ultimately the debenture's credit rating impacts the interest rate that
investors will receive. Credit-rating agencies measure the creditworthiness of corporate and government
issues. These entities provide investors with an overview of the risks involved in investing in debt.
iii. Maturity Date
For nonconvertible debentures, mentioned above, the date of maturity is also an important feature. This date
dictates when the company must pay back the debenture holders. The company has options on the form the
repayment will take.
b. EQUITY FEATURES
1. Permanent Shares: Equity shares are permanent in nature. The shares are permanent assets of a
company. And are returned only when the company winds up.
2. Significant Returns: Equity shares have the potential to generate significant returns to the shareholders.
However, these are risky investment options. In other words, equity shares are highly volatile. The price
movements can be drastic and are dependent on multiple internal and external factors. Therefore, investors
with suitable risk tolerance levels should only consider investing in these.
3. Dividends: Equity shareholders share the profits of a company. In other words, a company may distribute
dividends to its shareholders from its annual profits. However, a company is under no obligation to distribute
dividends. In case a company doesn’t make good profits and doesn’t have surplus cash flow, it can choose
not to give dividends to its shareholders.
4. Voting Rights: Most equity shareholders have voting rights. This allows them to select the people who
will govern the company. Choosing effective managers assists the company to enhance its annual turnover.
As a result, investors can receive higher average dividend income.
5. Liquidity: Equity shares are highly liquid investments. The shares are trade on the stock exchanges. As a
result, you can buy and sell the share anytime during trading hours. Therefore, one doesn’t have to worry
about liquidating their shares.
6. Limited Liability: Losses a company makes doesn’t affect the ordinary shareholders. In other words, the
shareholders are not liable for the company’s debt obligations. The only effect is the decrease in the price of
the stocks. This will have an impact on the return on investment for a shareholder.
Companies act - sec 43-51
3. WHAT IS INVESTMENT- DIFFERENT TYPES- MODERN TRADITIONAL-
An investment is an asset or item acquired with the goal of generating income or appreciation. Appreciation
refers to an increase in the value of an asset over time. When an individual purchases a good as an
investment, the intent is not to consume the good but rather to use it in the future to create wealth.
An investment always concerns the outlay of some resource today—time, effort, money, or an asset—in
hopes of a greater payoff in the future than what was originally put in. For example, an investor may
purchase a monetary asset now with the idea that the asset will provide income in the future or will later be
sold at a higher price for a profit. The act of investing has the goal of generating income and increasing value
over time. An investment can refer to any mechanism used for generating future income. This includes the
purchase of bonds, stocks, or real estate property, among other examples. Additionally, purchasing a property
that can be used to produce goods can be considered an investment. Because investing is oriented toward the
potential for future growth or income, there is always a certain level of risk associated with an investment.
An investment may not generate any income, or may actually lose value over time. For example, a company
you invest in may go bankrupt. Alternatively, the degree you investing time and money to obtain may not
result in a strong job market in that field.
Traditional- In finance, the notion of traditional investments refers to putting money into well-known assets
(such as bonds, cash, real estate, and equity shares) with the expectation of capital appreciation, dividends,
and interest earnings. The traditional investment category includes stocks, bonds, and cash. Stocks are shares
of publicly traded companies. Each share of stock represents fractional ownership of a company in
proportion to the total number of shares available. When it comes to saving or investing money, most
Indians prefer traditional options such as fixed deposits (FDs), Public Provident Fund (PPF) or gold.
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These avenues are well-known for capital preservation and stable returns.
Modern method- Modern investing can mean, for example, concentrating on equity funds and focusing on
the so-called ETF (exchange-traded funds).
The advantage is that there are virtually no administrative costs and there is no need to interact with banks.
In other words, the investment is more direct and less money is lost. Equity funds or ETFs focus on risk
diversification, which is why they are not individual shares, but always a whole bundle of securities from
different companies. Modern investing nowadays means the willingness to take a little more risk but also the
anticipation of significantly more profit. A further option that can be used to make modern investments on
the face of it is to invest in tangible assets. If you follow the press, you will always hear about solid profits
that can be achieved by buying wristwatches, vintage cars, designer furniture, works of art or even old wine
and records.
7. PRIMARY, SECONDARY, FINANCIAL, CAPITAL, MONEY- for how long investment possible in
primary and money market-
FINANCIAL MARKET- Financial markets refer broadly to any marketplace where the trading of securities
occurs, including the stock market, bond market, forex market, and derivatives market, among others.
Financial markets are vital to the smooth operation of capitalist economies. Financial markets play a vital
role in facilitating the smooth operation of capitalist economies by allocating resources and creating liquidity
for businesses and entrepreneurs. The markets make it easy for buyers and sellers to trade their financial
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holdings. Financial markets create securities products that provide a return for those who have excess
funds (Investors/lenders) and make these funds available to those who need additional money (borrowers).
The stock market is just one type of financial market. Financial markets are made by buying and selling
numerous types of financial instruments including equities, bonds, currencies, and derivatives. Financial
markets rely heavily on informational transparency to ensure that the markets set prices that are efficient and
appropriate. The market prices of securities may not be indicative of their intrinsic value because of
macroeconomic forces like taxes.
CAPITAL MARKET- Capital markets are where savings and investments are channeled between suppliers
and those in need. Suppliers are people or institutions with capital to lend or invest and typically include
banks and investors. Those who seek capital in this market are businesses, governments, and individuals.
Capital markets are composed of primary and secondary markets. The most common capital markets are the
stock market and the bond market. They seek to improve transactional efficiencies by bringing suppliers
together with those seeking capital and providing a place where they can exchange securities.
The term capital market is a broad one that is used to describe the in-person and digital spaces in which
various entities trade different types of financial instruments. These venues may include the stock market, the
bond market, and the currency and foreign exchange (forex) markets. Capital markets are used primarily to
sell financial products such as equities and debt securities.
These markets are divided into two different categories:
Primary markets where new equity stock and bond issues are sold to investors
Secondary markets, which trade existing securities
MONEY MARKET- It falls under financial market. Typically the money markets trade in products with
highly liquid short-term maturities (of less than one year) and are characterized by a high degree of safety
and a relatively low return in interest. At the wholesale level, the money markets involve large-volume trades
between institutions and traders. At the retail level, they include money market mutual funds bought by
individual investors and money market accounts opened by bank customers. Individuals may also invest in
the money markets by buying short-term certificates of deposit (CDs), municipal notes, or U.S. Treasury
bills, among other examples.
12. COLLECTIVE INVESTMENT SCHEME REGULATION - features- sec 11AA- SEC 11 AND
11AA- heart of sebi enactment- https://blog.ipleaders.in/collective-investment-scheme-2/
The term Collective Investment Scheme has been defined under Sec 11AA of the SEBI Act, 1992. These are
regulated by the SEBI Act, 1992 and CIS regulations,1999. It is a trust-based scheme comprising of pools of
assets which is managed by the scheme manager. CIS portfolio is the contribution of group of small
investors. The stake of each investor in the total portfolio is represented by the units of scheme held by the
investors. These units are securities in terms of Sec 2(h) of the Securities Contract Regulation Act, 1956.
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Any scheme or arrangement which satisfies the conditions referred to in sub-section (2) [or sub-section (2A)]
shall be a collective investment scheme: [Provided that any pooling of funds under any scheme or
arrangement, which is not registered with the Board or is not covered under sub-section (3), involving a
corpus amount of one hundred crore rupees or more shall be deemed to be a collective investment scheme.]
Any scheme or arrangement made or offered by any [person] under which:
i. the contributions, or payments made by the investors, by whatever name called, are pooled and utilized for
the purposes of the scheme or arrangement;
ii. the contributions or payments are made to such scheme or arrangement by the investors with a view to
receive profits, income, produce or property, whether movable or immovable, from such scheme or
arrangement;
iii. the property, contribution or investment forming part of scheme or arrangement, whether identifiable or
not, is managed on behalf of the investors;
iv. the investors do not have day-to-day control over the management and operation of the scheme or
arrangement.
2[(2A)] Any scheme or arrangement made or offered by any person satisfying the conditions as may be
specified in accordance with the regulations made under this Act.]
Sub section 3 provides what will not fall under CIS.
This section provides for pre-conditions necessary for any scheme to be constituted as collective investment
scheme.
It provides for four conditions; it is as follows:
i. The contributions of the small investors must be pooled and deployed for the purpose of scheme only.
ii. Investors have contributed in the scheme with the aim to gain: Profits, or Income, or Produce, orProperty
Movable or Immovable
iii. These contributions are managed on behalf of investors.
iv. Investors do not have day-to-day control on the contributions or scheme.
Eligibility of CIS Regulation
The applicant must be set up and enlisted as a company under the Companies Act of 1956.
The applicant has indicated the administration of a collective investment scheme as one of the principle
objective in its Memorandum of Association.
The applicant should be fit and legitimate as a person for the grant of such authentication of registration.
The applicant should have a total asset of INR 5 Crores or more. Notwithstanding, this is under the condition
that, at the hour of making the application, the candidate will have a minimum net worth of INR 3 Crores
which will increment to INR 5 Crores within 3 years from the date of grant of registration.
The applicant has sufficient foundation so as to empower it to work a collective investment scheme as per the
provisions of the applicable guidelines.
At least 50% of the directors of such Collective Investment Management Companies will comprise people
who are independent and are not directly or indirectly connected with the people who have authority over the
concerned Collective Investment Management Company.
The directors/key faculty of the applicant will comprise people of genuineness and respectability with
satisfactory expertise knowledge and involvement with the related field. They should not have been indicted
for an offence including moral turpitude, any monetary offence or for the infringement or violation of any
securities law.
No people, directly or indirectly associated with the applicant, has been rejected registration by the Board
under the Act before.
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a. Registration and Approval of Mutual Funds: The SEBI is responsible for approving and registering mutual
funds in India. Mutual funds must comply with various regulatory requirements and guidelines before they
can be approved by the SEBI.
b. Monitoring and Supervision of Mutual Funds: The SEBI monitors the operations of mutual funds in India
to ensure that they are complying with regulatory requirements and guidelines. The SEBI may conduct
inspections, audits, or investigations of mutual funds to ensure compliance.
c. Enforcement of Regulations: The SEBI has the power to take enforcement action against mutual funds that
violate regulatory requirements or guidelines. This may include imposing fines, revoking registration, or
initiating legal proceedings against the offending entity.
d. Investor Education and Awareness: The SEBI is responsible for promoting investor education and
awareness in relation to mutual funds. This includes educating investors about the risks and benefits of
mutual fund investments, providing information about the regulatory framework, and addressing investor
grievances.
14. SEBI ACT- https://www.sebi.gov.in/sebi_data/attachdocs/1456380272563.pdf
This Act provides the statutory powers to the SEBI organisation. The governing body regulates the market in
a multifarious manner by protecting the interest of the shareholders, preventing any kind of malpractices in
the market and promoting the development of the Securities Market. The Act provides wide powers and
scope to the SEBI in order to effectively and efficiently run the capital market.
The Parliament established the Securities and Exchange Board of India Act,1992 or SEBI Act, 1992 to
regulate and develop the securities market in India. It was further amended to meet the changes in the
developing requirements of the securities market.
Features and Regulations of the Act
Sebi is an organization that is responsible for maintaining an environment that is free from malpractices to
restore the confidence of the general public who invest their hard-earned money in the market. SEBI controls
the bylaws of every stock exchange in the country. SEBI keeps an eye on all the books of accounts related to
the stock exchange and financial intermediaries to check their irregularities. SEBI Act defines and gives
powers to the body. The SEBI Act is divided into seven chapters that provide the rules and regulations
associated with the capital market.