FINANCIAL MANAGEMENT
Q2. What are the different forms of organizations in which a business activity can be carried out? State the advantages & disadvantages of each one of these forms of organization.

Answer:
A business is an activity that is carried on with an intention of earning profits. It has different operations involved like production, marketing & finance. The finance function is the most important function and greatly affected by the forms of organization. The basic forms of business organizations are:

  1. Proprietary firms.
  2. Partnership firms &
  3. Joint stock companies.


Proprietary firms:

The proprietary firm is the firm in which only one person is the owner, who is called as “proprietor”. He is the direct person of profits & losses. He has the right to take the decisions individually. The following are the pros & cons:

Advantages:

1. Proprietary firms are the most easiest & economical form of business to form and operate.
2. The proprietor can be act as Manager and he has right of freedom to take decisions.
3. This is very suitable where the size of business is small and.
4. A proprietary firm does not require submitting more number of documents to the government.

Disadvantages:

  1. A proprietary firm does not have any legal status.
  2. The proprietor may not be capable to invest further, when the business is in downfall or complex stages.
  3. These are unlimited liability firms & the proprietor’s property will always be at stake, if the liability is more than assets.
  4. The proprietor needs to pay higher taxes, as he is the direct person, who is enjoying the profits.
  5. Transferring of business is not easy.





Partnership firms:

The firm, in which the partners are more than 2 and less than 20 with an official written down document called “Partnership deed” or “Partnership agreement” is called as partnership firm. It is a contract and relationship between the partners. They will decide the percentage of investment, profit share and will also include the same in the agreement. The advantages and disadvantages are:

Advantages:

  1. Partnership firms are easy and economical to operate and form.
  2. As the numbers of partners are more, the capacity of the business to handle more complex business is better, when compared to proprietary firms.
  3. The tax structure is at a flat rate of 35% and the following are the assumptions, while calculating the tax:


a) Interest paid to partners on the amount invested in the company. But the rate of interest should not exceed 12% per annum.
b) Remuneration paid to the partners in the form of salary, bonus, commission etc. However, the partners should be working partners, i.e., the person who is involved in day-to-day activities. Section 44AA of Income tax Act, 1961 says that the remuneration paid is depended and decided on the basis of its “Book Profits”. Also, the same differs from a professional firm to a business firm.

  1. Nominal government regulations.


Disadvantages:

  1. The partnership firm does not have any legal status.
  2. The retirement or death of a partner leads to dissolution of the partnership firm.
  3. Decision making to improve the capacity of business or to raise funds is limited and time taking.
  4. Partnership firm is an unlimited liability organization. Incase of losses, all the partners are liable to clear off the debts.
  5. Transfer of ownership is not easy.



Joint stock Company:

The company, which has more number of partners, i.e., shareholders, is called as Joint Stock company. This form of organization raises its funds by issuing shares that carry a denomination value called as “Face Value” or “Nominal value”. Each individual can participate in the capital requirement of the organization by purchasing the shares. He can exercise his rights through voting. The features of a Joint stock company are:

ü The joint stock companies will gain legal ship by registering with Companies Act, 1956, that regulates the operations of joint stock companies in India. As a legal entity, the company can enter into any agreement, purchase or sell assets, etc.
ü These are limited liability organizations. Shareholders are not responsible and their assets will not be on stake, incase of liabilities are more of the company.
ü Even though the shareholders are owners, they will not participate in day-to-day activities of the company.
ü It is an artificial legal person & allowed to sue or to be sued. It can also participate in any agreement, if necessary.

The following are the advantages and disadvantages:

Advantages:

  1. Possibilities of raising funds, as the number of contributing persons are more.
  2. As the company is a legal entity, shareholders assets will not be on stake.
  3. Transfer of ownership is easier, when compared to proprietary and partnership firms. (In case of private limited company, the shares are not easily transferable.)


Disadvantages:

1. The company needs to go through more number of legal and procedural formalities, as it is going to act as a legal entity.
2. Double taxation is another disadvantage. The company needs to pay tax for the profits earned & again the individual will be taxed for the income.



Also, in practical situations, there are two types of companies. They are:

A. Private limited.
B. Public limited.

The main differences between these two are:
Sr.no. Description Private limited Public limited
1 Number of share holders
Minimum:
Maximum:
2
50
7
No limit
2 Issue of Shares to public Not possible Yes
3 Transfer of Shares Very complex Easy
4 Paid-up capital required 1 Lakh 5 Lakhs



Q4. Evaluate the following sources for raising the long-term funds for a large-scale organization.

- Debentures
- Preference Shares
- Equity Shares.

Answer:

To meet the capital requirement, the company can issue shares, debentures and can also take term loans, accept public deposits and go for leasing and hire purchasing. The total amount is subdivided and allocated as per the requirements. However, equity shares, debentures, and preference shares are the sources for long-term funding. On the strength of these only, a company can avail short & medium term loans.

Debentures:

A debenture is a document called as “Acknowledgement of Indebtedness”, which is issued by the company. It is an agreement by the company to the investor that contains the date of repayment, interest rate, interest payments interval details etc. The characteristics are:

1. The investors are called as creditors, as the company needs to repay the investment as described in the “Acknowledgement of indebtedness.”
2. Funds rose in the form of debentures need to be repay in the stipulated time. Hence, these are considered as long-term sources.
3. The company will offer the investors a security against their investments.
4. Interest should be paid, even though the company did not earn profits.
5. The risk involved with debentures is two-fold in the company’s point. If the company is not earning profits, it has to pay interest and after maturity period, it has to repay the investment.
6. The debentures will not carry any voting rights, as the debenture holders are treated as creditors.



Advantages associated by issuing debentures:

1. Cost associated with debentures is less when compared to equity shares.
2. During depression, if the investors are not ready to invest further, the company can issue debentures, as it is the other source for long-term loans.
3. By issuing debentures, the company can clear all the short term and medium term loans. This in return gives more profits.
4. As the “Debenture redemption reserve” is maintained, the company can easily repay the investments made by the debenture holders within the said time.

Preference shares:

Preference shares are the other sources for the company to acquire long-term loans. It provides a specific dividend that is paid before any dividends are paid to common stock holders, and which takes precedence over common stock in the event of liquidation. Like common stock, preference shares represent partial ownership in a company, although preferred stock shareholders do not enjoy any of the voting rights of common stockholders. Also unlike common stock, preference shares pay a fixed dividend that does not fluctuate, although the company does not have to pay this dividend if it lacks the financial ability to do so. The main benefit to owning preference shares is that the investor has a greater claim on the company’s assets than common stockholders.

Preferred shareholders always receive their dividends first and, in the event the company goes bankrupt, preferred shareholders are paid off before common stockholders. Also, the company needs to clear off the preference shares with-in 20 years. The features are:

1. Investors are not the absolute owners.
2. Funds raised as preference shares should be repaid within 20 years as per section 80 of Companies Act
3. The amount acquired is not treated as a permanent capital.
4. These shares will not carry any voting rights. However, as per companies Act, 1956, a preference share holder will have the right to vote under the following circumstances:

a) If any resolution directly affecting the rights of preference shareholders is discussed by the equity shareholders.
b) If the dividend has not bee paid, the preference shareholders can vote on all the matters before the company in the meeting of the equity shareholders. However, the following criteria should be satisfied:

ü If the dividend is not paid for cumulative preference shares for an aggregate period of two years.
ü If the dividend is not paid for non-cumulative preference shares either for a period of two consecutive years or for an aggregate period of three years out of the six preceding years.

Also, the company can issue the following types of preference shares:

It is advised to issue convertible preference shares, as they can be converted to equity shares after a stipulated time. This helps the company to have long-term capital and the rate of dividends payable will also reduce after certain time.




Equity shares:

The Equity shares play the vital role of the financial structure of the company. On the strength of these shares the company can procure other sources of capital. The characteristic features are:

1. Investors are treated as real owners. The investors are entitled to the profits earned and the losses incurred by the company.
2. The funds raised in the form of equity shares need to be repaid at the time of closure of the company.
3. Funds raised in the form of equity shares are on unsecured basis, i.e., company need not offer any security against the investment.
4. Company needs to pay the dividend in return, which is not fixed.
5. Equity shares are risk free source income to the company.
6. The investors have the right to vote. By exercising the voting rights, the investors can participate in the affairs regarding the business of the company.

However, the recent amendments to the Companies Act, 1956 – It may be possible for the companies to issue equity shares with disproportionate voting rights.

7. The equity shareholder cannot compel the company to pay dividend. However, if the company wants to issue additional equity shares, they need to be offered to the existing shareholders first, and then announce in the open market. These are called as “Pre-emptive rights”. Some of the advantages are:

To the company:

- Need not offer any security.
- Need not commit the repayment.
- Need not offer a fixed dividend.

To the investor:

- Limited liability, only to the extent of the face value.
- Possibility of higher returns when compared to preference shareholders and debenture holders, as he will get dividend and good value in secondary market.
- Easily transferable.

Hence, the equity shares will be the good sources to acquire the capital.






Q6. Discuss the SEBI guidelines affecting the public issue and rights issue of shares & issue of debentures while raising the long-term capital for a company?

Answer:

Capital market is the place where a company can raise the long-term requirement of funds. Due to the liberalization measure and reforms taken in 1990’s, it became easy to the companies to raise funds. The main changes that have taken place are:

ü Repeal of capital issues (Control) Act, 1947 and abolition of the Office of Controller of Capital issues.
ü Enactment of the Securities & Exchange Board of India Act, 1992 and formation of SEBI.

In order to protect the interests of the investors, SEBI has been empowered to issue the directions from time to time. As such, at present, the only regulatory framework applicable to the companies trying to raise the funds is by issuing their securities in the market by following the guidelines of SEBI.

In the primary market, a company can raise funds by issuing:

1. Public issue.
2. Rights issue.
3. Private placement of securities.

The guidelines, which the companies needs to follow are:

Guidelines for Public & Rights issues:

ü A company that is going for a public issue needs to submit the draft prospects to SEBI, through an eligible Merchant banker, at least 21 days before it is filed with Register of companies.

A listed company cannot make the rights issue, if the aggregate value exceeds Rs.50 Lakhs. It should file a letter of offer with SEBI, through an eligible merchant banker, at least 21 days before it is filed with Regional Stock Exchange.

An unlisted company has to satisfy the following criteria to be eligible to make a public issue:

ü Pre-issue net worth of the company should not be less than Rs.1 crore in last 3 out of last 5 years with minimum net worth to be met during immediately preceding 2 years and

ü Track record of distributable profits for at least three (3) out of immediately preceding five (5) years and

ü The issue size (i.e. offer through offer document + firm allotment + promoters’ contribution through the offer document) shall not exceed five (5) times its pre-issue net worth.

ü In case an unlisted company does not satisfy any of the above criterions, it can come out with a public issue only through the Book-Building process. In the Book Building process the company has to compulsorily allot at least sixty percent (60%) of the issue size to the Qualified Institutional Buyers (QIBs), failing which the full subscription monies shall be refunded.

Eligibility norms for a listed company for making the public issue?

ü A listed company is eligible to make a public issue if the issue size (i.e. offer through offer document + firm allotment + promoters’ contribution through the offer document) is less than five (5) times its pre-issue net worth.

ü If the issue size is more than or equal to 5 times of pre-issue net worth, then the listed company has to take the book building route and allot sixty percent (60%) of the issue size to the Qualified Institutional Buyers (QIBs), failing which the full subscription monies shall be refunded.

Restrictions on pricing by companies:

The companies can freely price their equity shares. However they have to give justification of the price in the offer document / letter of offer

Requirements regarding promoters’ contribution and lock-in:

ü In case of an Initial Public Offer (IPO) i.e. public issue by unlisted company, the promoters has to necessarily offer at least 20% of the post issue capital.

ü In case of public issues by listed companies, the promoters shall participate either to the extent of 20% of the proposed issue or ensure post-issue share holding to the extent of 20% of the post-issue capital.

ü In case of any issue of capital to the public the minimum contribution of promoters shall be locked in for a period of 3 years, both for an IPO and Public Issue by listed companies.

ü In case of an IPO, if the promoters’ contribution in the proposed issue exceeds the required minimum contribution, such excess contribution shall also be locked in for a period of one year.

ü In case of a public issue by a listed company, participation by promoters in the proposed public issue in excess of the required minimum percentage shall also be locked-in for a period of one year as per the lock-in provisions as specified in Guidelines on Preferential issue.

Beside the above, in case of IPO the entire pre-issue share capital i.e. paid up share capital prior to IPO and shares issued on a firm allotment basis along with issue shall be locked-in for a period of one year from the date of allotment in public issue.

Basis of allotment:

ü In case of over-subscription in a fixed price issue the allotment is done in marketable lots, on a proportionate basis.

ü In case of a book building issue, allotment to Qualified Institutional Buyers and Non-Institutional buyers are done on a discretionary basis. Allotment to retail investors is done on a proportionate basis as per provisions of Clause No. 7.6.1 of Guidelines.

Allotment:

Companies are required to finalize the basis of allotment within 30 days from the closure of the issue in case of a fixed price issue and within 15 days from the closure of the issue in case of a book building issue or else they are liable to pay interest @ 15% p.a.

Partly paid shares:

The company cannot make the issue of equity shares unless all the partly paid shares have been fully paid.

Guidelines for issuing debentures:

Issue: A company cannot issue fully convertible debentures having a conversion period of more than 3 years unless conversion is made optional with “put” and “call” option.

Price: Where fully convertible debentures are to be issued, the issuer can freely determine the interest rate.

Debenture Redemption Reserve: Companies are required to create a Debenture Redemption Reserve (DRR) equivalent to 50% of the amount of debenture issue before debenture redemption commences.

Debenture trustee: The appointment and duties of the trustees are dealt with in Section 117B of the Act. As per the section, a company, before issuing a prospectus or letter of offer to the public for subscription of its debentures, is required to fulfill the following conditions:

ü Appoint one or more debenture-trustees for such debentures; and
ü State on the face of the prospectus or letter of offer that the trustees have given their consent to be so appointed.

This is subject to the further condition that a person shall not be appointed as a trustee if he:
a) Beneficially holds shares in the company;
b) If he is beneficially entitled to monies which are to be paid by the company; and
c) Has entered into any guarantee in respect of principal debts secured by the debentures or interest thereon.

The section also lays down that, subject to the provisions of the Act, the functions of the trustee shall generally be to:

ü Protect the interests of the debenture-holders (including creation of securities within the stipulated time); or

ü Redress the grievances of the debenture-holders.

In addition, the debenture-trustee may take any of the following steps, as he may deem fit, to:

ü Ensure that the assets of the company issuing debentures and each of the guarantors are sufficient to discharge the principal amount at all times;

ü Satisfy him that the prospectus or the letter of offer does not contain any matter which is inconsistent with the terms of the debentures or with the trust deed;

ü Ensure that the company does not commit any breach of the covenants and provisions of the trust deed;

ü Take such reasonable steps to remedy any breach of covenants of the trust deed or the terms of issue of the debentures;

ü Take all steps to call a meeting of debenture-holders as and when such meeting is required to be held.

If the trustee considers at any time that the assets of the company are insufficient or likely to be insufficient to discharge the principal amount as and when it becomes due, he may file a petition before the Company Law Board (CLB). The CLB may, after hearing the company and any other person, by an order, impose such restrictions on the incurring of any further liabilities as it thinks necessary in the interest of the debenture-holders.


Credit rating:

The debt securities to be issued should also carry an investment-grade credit rating. For issues above Rs 100 crore, investment-grade rating from two credit rating agencies will be required, as per SEBI. The company needs to provide all the information even though the debt instruments may be secured or unsecured, as per SEBI guidelines. It should provide all the credit ratings obtained during the three preceding years for any listed securities of the company are to be disclosed.

Security:

The company shall create the security within 6 months from the date of issue of debentures.

































Q15. Write short notes on the following:

§ Leverages
§ Commercial Papers
§ Factoring
§ Venture capital
§ Buy Back of shares.

Answer:

1. Leverages:

The term Leverage represents the influence of one financial variable over some other. There are 3 types of leverages:

1. Operating Leverage.
2. Financial Leverage.
3. Combined Leverage.

Operating Leverage:

Operating leverage refers to the impact of a change in the level of output on the operating income. The extent to which a business uses fixed costs (compared to variable costs) in its operations is referred to as "operating leverage." When operating leverage is used extensively, there will either be an increase in profits or losses, depending on the volume of sales. The formula is:

Sales – Variable Cost/EBIT

Example:

Joe's Carpentry Shop's fixed costs are $28,000 and its variable costs per unit of production (bird call) or sales are $.60. Its sales revenue is $1.00 per birdcall. Each birdcall can contribute $.40 toward covering fixed costs. Joe's breakeven point is the same as Lillian's Bakery in the previous example: $28,000/$.40 = 70,000 units.

As with Lillian's Bakery, as sales exceed 70,000 birdcalls, Joe's Carpentry Shop earns a profit. Sales of less than 70,000 birdcalls produce a loss.

Joe's Carpentry Shop can see that a 10,000 unit increase in sales over break-even to 80,000 bird calls will produce a $4,000 profit, and a 30,000 unit increase to 100,000 bird calls will produce a $12,000 profit. Similar losses occur as sales drop below break-even.

Financial Leverage:

Operating leverage refers to the fact that a lower ratio of variable cost per unit to price per unit causes profit to vary more with a change in the level of output than it would if this ratio was higher.

Financial leverage refers to the fact that a higher ratio of debt to equity causes profitability to vary more when earnings on assets changes than it would if this ratio was lower. Obviously, the profits of a business with a high degree of both kinds of leverage vary more, everything else remaining the same, than do those of businesses with less operating and financial leverage. Greater variability of profits, of course, means risk is higher. Therefore, in deciding what is the optimum level of leverage, what is an acceptable risk/return tradeoff must be determined.

The formula is:

EBIT/(EBIT-Interest)

Combined Leverage:

The combined effect of operating leverage and financial leverage measures the impact of charge in contribution of Earning Per Share:

The computation is:

Operating Leverage X Financial Leverage

= Sales-Variable cost/EBIT X EBIT/(EBIT-Interest) =

(Sales-Variable cost)/(EBIT-Interest)

2. Commercial Papers:

Commercial Paper (CP) is widely used by top-rated corporate and an institution as a flexible short-term instrument that provides a cost-effective diversification of funding sources away from the banking sector.

It is an unsecured obligation issued by a corporation or bank to finance its short-term credit needs, such as accounts receivable and inventory. Maturities typically range from 15 to 365 days. Commercial paper is available in a wide range of denominations, can be either discounted or interest bearing, and usually have a limited or nonexistent secondary market. Companies with high credit ratings usually issue commercial paper, meaning that the investment is almost always relatively low risk.

Who can issue?

1. A company with a tangible net worth of more than four crores as per the latest audited balance sheet.
2. Borrowed amount of the company is classified as a standard asset by the bank.

The company needs to obtain satisfactory credit rating (Minimum rating required is p-2 of CRISIL or equal lent) from any credit rating agency before issuing CPs. The RBI approved credit rating companies are:

1. CRISIL
2. CARE
3. ICRA
4. Fitch Rating India (P) Ltd.


Who can invest?

NRIs, Individuals, Banks, Corporate Bodies, Foreign Institutional Investors.

Nature:

1. The maturity period ranges from 15 to 365 days.
2. The value of the CP is Rs.5 Lakhs.
3. Every renewal will be considered as a fresh issue.
4. It is not a deposit as per Provisions of Section 58-A of Companies Act, 1956.

Procedure to issue CPs:

· Company should appoint a Schedule bank as the Issuing and Paying Agent.
· IPA will check the credit rating and the documents submitted by the issuing company and the valid agreement.
· The issuing company needs to disclose the financial status of the company to the IPA.
· After the deal is confirmed, the issuing company needs to issue physical certificates to the investor.
· Every issue of CP should be reported to RBI through IPA with in three days from the date of completion of the issue.

3. Factoring:

Factoring is the selling of a company's accounts receivable, at a discount, to a factor, which then assumes the credit risk of the account debtors and receives cash as the debtors settle their accounts. Also called accounts receivable financing. In this scenario:

The Financial institution is called as “Factor”
The business organization is called as the “Client”
The customers called as “Customer”


Benefits from factoring:

· Improve cash flow
· Eliminate bad debts
· Reduce operating expenses
· Expand working capital financing
· Improve management information

The following are the services that can be provide to the client:

1. Factor may undertake the credit analysis of the customers of the client. It helps to decided the credit limit upon each customer and the other credit terms like period of credit, discount to be allowed etc.,
2. Factor will undertake the various bookkeeping and accounting activities in relation to the receivables management.
3. Undertakes the responsibility of following up with the customers for the purpose of making the collection from the customers.
4. Factor can purchase the debts of the client making the immediate payment of these debts to the client after maintaining about 20% to 30% margin.
5. Factor can assume the risk of non-payment by the customers in the factoring is without recourse factoring and in such cases; the factor is not able to recover the money from the client.

4. Venture capital:

Venture Capital Funds (VCF) made available for startup firms and small businesses with exceptional growth potential. It is also called as risk capital. Recently, the VCF has become one of the best possible sources for raising the funds for the companies involving more amount of business risks and for whom, it is difficult to raise funds.

A venture capitalist investing in the project is aware of the fact that the project is in the untested area, involving more amount of risk. The venture capitalist is not worried about the failure of the project in which he is investing. This is because if the project in which he is investing may get more profits, if succeeds which will compensate the losses incurred in other projects. A venture capitalist will not involve in the company day-to-day activities.

The venture capitalist scrutinizes the project carefully and studies the pros and cons of the project. Before investing he will ensure that:

- The project is technically feasible.
- The project is commercially viable.
- The entrepreneurs are technically competent.
- The project has a competitive advantage over a longer span of time.


Types of Venture Capital Financing:

The venture capital funding is of two types:

1. Equity financing.
2. Debt financing.

The equity financing is more preferred due to the following facts:

· The projects are more risky and involves large gestation period. Hence, the project will require the long-term funds on which it may not be able to pay the returns during the initial stages. At this time, the venture capital will not show interest in investing. Hence, the investment of the venture capitalist does not exceed 49%.
· Venture capital may not show interest in keeping the investment in a single project. He mostly sees to gain profits in the invested project and quit. If he wants to quit the project, the options available are:

a. Purchase of VCF stake by the promoters.
b. Initial Public Offering (IPO)

Purchase of VCF stake by the promoters: If the Venture Capitalist wants to exit, the promoters of the Venture capital undertaking purchases the VCF within the agreed period at a pre-decided price.

IPO: The first offering of equity shares of a company to be followed by listing of the shares on stock exchange is known as IPO. If the venture capitalist wants to quit, he can sell its stake on the stock exchange earning the capital appreciation in return.

In 1996, SEBI issued the guidelines for the operations of VCs to carry their operations in India. The categories are:

- VCFs promoted by All India Development Financial Institutions like IDBI, ICICI and IFCI.
- VCFs promoted by State Level Financial Institutions, E.g.: Gujarat Venture Finance company, etc.
- VCFs promoted by Commercial Banks, EG: Can Bank Venture Capital fund.
- VCFs promoted by Private sectors, i.e., Indus venture Fund, 20th venture fund etc.,

The Section 10(23FB) was inserted in Income tax act, 1961, which provide that any income earned by a VCF, will be exempt from tax. To get this, the following conditions are to be satisfied:

1. Venture Capital Company should be been given the certificate of registration by SEBI after fulfilling the requirements.
2. VCF is set up to raise the funds for investment in a VC undertaking that essentially means a company whose shares are not listed in a recognized stock exchange.

5. Buy back of shares:

The company can buy back its shares in any of the following manners:

ü From the existing shareholders on a proportionate basis through the tender offer;
ü From open market through:
ü Book building process
ü Stock exchange,
ü From odd lot holders.

A company may buyback its shares without shareholders’ resolution, to the extent of 10% of it’s paid up equity capital and reserves. However, if a company intends to buyback its shares to the extent of 25% of its paid up capital and reserves/ then the same has to be approved by Shareholders Resolution as specified in Section 77 A of Companies Act, 1956.

· The Listed companies are required to intimate the stock exchange of general meetings and resolutions passed thereof. Hence, information on companies proposing to buyback shares may be obtained from the stock exchanges.

· When buyback offer document or public announcement is filed with SEBI, SEBI issues a press release and displays the same on SEBI’s website.

· When an investor is interested to sell his share, he needs to contact the company and obtain a copy of tender/offer form, which contains the Folio number, name, address, number of shares held, share certificate number, distinctive numbers, number of shares tendered.

· The company is required to send intimation to the tenderers within 15 days from the closure of the offer.

· Also, the debt equity of the company after such buy back of shares should not be more than 2:1 except where the central government allows a higher ratio in case of certain companies.

· The shares, which are proposed to be bought back, should be fully paid up shares.

· If the company wants to buy back the shares, it should not issue any kind of shares within a period of 24 months. This will not apply for:

- Issue of bonus shares
- Conversion of preference shares/debentures into equity shares.
- Fulfillment of obligations in respect of conversion of equity warrants, eSop’s or sweat equity.










































Q7. What do you mean by Cost of Capital? How do you calculate cost of capital in respect of?

· Debentures
· Preference Shares
· Equity Shares

Answer:

The cost of capital is the opportunity cost of an investment, i.e., the rate of return that a company would otherwise be able to earn at the same risk level as the investment that has been selected.

In economic terms, it is:

1. The cost of raising funds to finance a project. The company may need to pay the interest for the funds. This cost is called as explicit cost, i.e., the amount of money paid on a loan.
2. The cost of capital may be in the form of opportunity cost of the funds of company, i.e., rate of return, which the company would have earned if the funds were not invested.

Concepts:

1. Component Cost and Composite Cost: The component cost is the cost of individual components of capital, i.e., equity shares, preference shares, etc. However, composite cost is combined or average cost of capital of various individual components.
2. Average Cost and Marginal Cost: The average cost refers to the weighted average cost of capital. However, marginal cost is the incremental cost that incur with new fund raising programs by the company.
3. Explicit Cost and Implicit Cost: Explicit cost is attached with the source of Capital directly, whereas Implicit Cost is the hidden cost.

Importance:

Every company in its normal course of business at some point of time requires funds for its operations, expansion, acquisition, modernization and replacement of long-term assets. The company obtains funds either by borrowing, issuing shares or through its retained earnings. The investment decision is crucial to the company because they are irreversible decisions; having a long-term implication and involve huge amount of funds.

When making an investment decision, the company has to take into account the returns expected by the investors, as they provide the money to the corporate. Investors are generally risk-averse and demand a premium for bearing risk. The greater the risk of an investment opportunity, the greater would be the risk-premium required by the investors.

The company’s objective is to maximize the shareholder’s wealth through its investment projects. The opportunity cost or the required rate of return from the investment should be more than the next best alternative investment opportunity and the risk borne by the investor.
The market determines the required rate of return. This is established in the capital market by the actions of competing investors. The equilibrium rates for various securities is established by the demand and supply forces. From the shareholder’s point of view, the company’s cost of capital is the rate of return required by them for financing the company’s investment projects by buying various securities.

The cost of a source of capital is given by the following formula:

Rt
-----------
I0 = ∑ (1+k) t
t = 1
Where:

I0 is the capital supplied by investors.

Rt = expected payment to the source at the end of year t.

A company obtains its capital from three major sources: debt, preference shares and equity shares. Determining cost of a specific source of capital is important because of the differences in risk of various securities. Investors have different claims on the assets and cash flows of the company’s assets. Debt holders have a prior claim over equity holders on the firm’s assets and cash flows. The company is under a legal obligation to pay them. Preference shareholders have a claim prior to equity shareholder’s but only after bondholders. Equity shareholders claim the residual assets and cash flow. They may be paid dividends from the cash remaining after interest and preference dividend are paid. Thus equity share is riskier than both preference share and debt. Since the securities have risk differences, investors will want different rates of return on various securities.

Measurement of Cost of Capital:

Cost of Debt:

The cost of debt to a company is the return that lenders require to provide finance. Return expectations of lenders are generally lower than those of equity providers on account of relatively lower risk levels associated with debt financing. From a company's perspective, debt also provides a tax shield on earnings (interest charges on debt are normally tax-deductible), thereby lowering its effective cost of debt to the extent of the tax shield. Thus, as a source of finance, while debt is generally cheaper than equity, it has a risk element, as servicing debt requires a fixed outflow commitment.
Consider two companies X and Y:
Company X Company Y
Earnings before interest and taxes (EBIT) 100 100
Interest (I) - 40
Profit before tax (PBT) 100 60
Tax (T) 1 35 21
Profit after tax (PAT) 65 39

1. Assuming an effective rate of tax of 35 percent
A comparison of the two companies shows that an interest payment of 40 in company Y results in a tax shield of 14 - that is 40 multiplied by 0.35, the corporate tax rate.
The important point to remember, while calculating the average cost of capital, the post-tax cost of debt must be used and not the pre-tax cost of debt.
PriceWaterhouseCoopers in a survey found that the “Debt-equity ratios in India have generally declined over the past ten years. The future could see a greater focus on Optimization of Financial Leverage to reduce Cost of Capital. Enhancing Business Focus and improving Investor Perception are seen to be the other significant avenues for reducing Cost of Capital.”

Cost of Preference Shares:

The cost of capital preference shares is the dividend rate payable on them. As in case of debentures, the cost capital is adjusted for the amount excess or less received on the issue of preference shares. E.g.: Suppose, a company issues 1000 preference shares of Rs.100/- each at a value of Rs.105/- each. Rate of dividend is 10% and the expenses involved with the issue of preference shares amount to Rs.10, 000/-. Thus the net amount received works out to Rs.95, 000 whereas the amount of the dividend is Rs.10, 000/- Here the cost of capital works out to:

10,000/95,000 X 100 = 10.52%

As the amount of dividend payable on preference shares is not a tax-deductible expenditure, there is no question of further adjustment for the tax benefit.

Cost of Equity Shares:
Companies raise external equity capital by issuing new shares and internally by retained earnings. In both the cases, the investors are providing money to the companies to finance their investment projects. However, for the company, external equity would cost more than the internal equity because of the floatation costs. The investors expected rate of return would be similar whether they buy new shares or forego dividends as in the case of retained earnings, which should have been paid to them.
In reality, the calculation of the rate of return required by investors is difficult to measure because dividends cannot be estimated correctly and they grow overtime. To overcome this difficulty, several approaches have been proposed. The widely used approaches are:
1. Dividend Capitalization Approach (D/P Approach)
2. P/E Ratio
3. Capital Asset Pricing Model
4. Realized Yield Approach.

1. Dividend Capitalization Approach:
According to this approach, the cost of equity capital is the investors required rate of return, which equates the present value of the expected dividends discounted at the rate of return required by equity shareholders.
P0=D1/(1+ke) + D2/(1+ke) 2 +…+ D¥/(1+ke)¥
Where
P0 = current market price per share of the equity.
Dt = dividend expected at the end of year t.
Ke = equity investors required rate of return.
If the investors expect a constant dividend annually, the value of ke=D/P.
If the expected dividend grows annually at the rate of g per cent, the rate of return is
P0=D1/(1+ke) + D1 (1+g)/(1+ke) 2 + D1 (1+g) 2/(1+ke) 3 + …
This equates to:
Ke=D1/P0 + g
Investors expect to earn a dividend of D1/P0 and an annual capital appreciation of g.

2. Capital Asset Pricing Model (CAPM) Approach
According to this approach, there is a linear relationship between risk and expected return. When the investor expects higher rate of return, he should be prepared to bear greater risk. The expected rate of return of an equity share is given by the following equation:
Expected return=Risk free rate+ Risk premium.
Symbolically ke is the cost of equity capital
Ke = RfI (km-Rf)
Where Ke is the rate of return on security
Rf is the risk-free rate of return
ßi is the beta of security
Km is the rate of return on the market portfolio
The examples of risk free security are government bonds and Treasury bills. In this case, the only risk prevailing is a default in payment and the investors expect returns for time. For risky ventures the investors expect a premium and the returns should cover the premium. b of the security indicates of the risk relative to the market. If the value of beta for a security is greater than the market value then that security is more risk prone and vice-versa.
3. P/E Ratio method
According to this approach, the rate of return required by equity investors is equated to:
E1/P
Where E1 is the expected earnings per share for the next year. This is estimated as follows: (Current earnings per share)* (1+ growth rate of earnings per share)
P is the current market price per share
This approach provides an accurate measure of the equity cost of capital in the following cases:
· When the earnings per share is expected to remain constant and the dividend payout ratio is 100%

  • When retained earnings are expected to earn a rate of return equal to the rate of return required by equity investors

3. Realized Yield Approach:
According to this approach, the cost of equity shares may be decided on the basis of yield actually realized over the period of past few years, which may be expected to be continued in future also. This approach basically consider D/P + G approach, but instead of considering the future expectations of dividends and growth factor, the actual yields in past are considered.





























Q9. What do you mean by Working capital and Working Capital Management? Why the need of working capital arises in a typical manufacturing organization? How do you quantify the requirement of working capital? What are the sources available for financing the requirement of working capital?

Answer:

Working capital management or short-term financial management is a significant facet of financial management. It is important due to two reasons:

Investment in current assets represents a substantial portion of total investment
Investment in current assets and the level of current liabilities have to be geared quickly to changes in sales.

Working capital involves activities such as arranging short-term finance, negotiating favorable credit terms, controlling the movement of cash, administrating accounts receivables, and monitoring the investment in inventories also take a great deal of time.

What are current assets?

Assets are anything that the firm owns or has title to (in other words ownership of). Firms may have fixed assets, which are long-term assets - plant, machinery and equipment, but they will also have assets, which can be realized (cashed-in) in the short-term. This is generally taken in accounting terms to be less than a year.

The current assets are therefore ones that can be quickly realized and change frequently. The main current assets are stock, debtors and cash.
CURRENT ASSETS = Stock + Debtors + Cash


They are usually shown on the top half of the balance sheet, and the current liabilities are subtracted from them to show net current assets.

What are current liabilities?

A liability is something, which a firm owes to a person or another firm. It may be in the form of creditors - people or firms who have sold you goods which you have not yet paid for, or it may be money borrowed from a financial institution - loans or overdrafts.

Current Liabilities are generally taken in accounting terms to be less than a year. Any money that is owed in more than a year's time is considered to be a long-term liability. Short-term liabilities thus tend to be trade creditors and short-term borrowing such as overdrafts.

They are usually shown on the top half of the balance sheet, and are subtracted from the current assets to show net current assets.




Need for Working Capital?
Working Capital Cycle


Investment in working capital is influenced by four key events in the production and sales cycle. These events are: purchase of raw materials, payment for their purchase, the sale of finished goods, and collection of cash for the sales made.

Definition of operating cycle


The time lag between the purchase of raw materials and the collection of cash for sales is referred to as the operating cycle for the company.

The time lag between the payment for raw materials purchases and the collection of cash from sales is referred to as the cash cycle.
Operating cycle of the company


The entire sequence of operations in a company can be summarized as follows:

The operating cycle for a company primarily begins with the purchase of raw materials, which are paid for after a delay representing the creditor's payable period.

These purchased raw materials are then converted by the production unit into finished goods and then sold. The time lag between the purchase of raw materials and the sale of finished goods is known as the inventory period.

Upon sale of finished goods on credit terms, there exists a time lag between the sale of finished goods and the collection of cash on sale. This period is known as the accounts receivables period.

The following ratios will help in managing debtors, creditors and inventories

1. Stock Turnover ratio = Cost of goods sold / Average Stock

2. Debtors Turnover ratio = [(Debtors+ Bills receivable*365] / Net credit sales

3. Debtors Turnover rate = Credit sales / (Average Debtors + Bills receivable)

4. Creditors Turnover ratio = [(Creditors + Bills payable)*365] / Credit purchases

5. Creditors Turnover rate = Credit purchases / Average Creditors

The operating cycle can be depicted as:

The stage between purchase of raw materials and their payment is known as the creditors payables period.

The period between purchase of raw materials and production of finished goods is known as the inventory period.

The period between sale of finished goods and the collection of receivables is known as the accounts receivable period.

Factors:

  • If the company is a trading organization, it requires working capital to make purchases.
  • If the size of the organization is very small, it requires high working capital, as it needs to purchase the raw material on cash. Also, it needs to sell the products in the market on credit.
  • If there is inflationary or depression conditions, companies require more working capital.
  • If the organization is a new entry, it may require more working capital, as it needs to purchase the raw material on cash, as the suppliers do not know about the status and the financial strengths of the organization.
  • If the time taken to produce a certain good is more, company requires working capital, as the amount is blocked in the form of “unfinished goods” or raw materials in hand.

How a company can mobilize working capital?


Sources of additional working capital include the following:

Existing cash reserves
Profits
Bank overdrafts or lines of credit
Commercial papers
Inter-corporate Deposits
Spontaneous sources

Existing cash reserves: Every Company will maintain cash reserve to meet the working capital needs. If the company does not have any cash reserves, then it can go for the alternatives. Mostly, the new companies will not keep more cash reserves, as it will become a blocked reserve.

Profits: If the company is earning profits, it can turn some percent of profits towards working capital reserves. In the time of inflation or depression, company can use this reserve as working capital.

Bank overdrafts or lines of credit: Banks play vital role in financing the working capital to the organizations. However, banker will look the following before financing:

  1. The amount required by the company.
  2. Form of issuing the working capital.
  3. Security to be taken.
  4. Regulations applicable for issuing the working capital.


The form of assistance may be either Non-fund based or Fund based lending. In case of non-fund based lending, the banker will not commit any physical outflow. It will be in the form of Bank Guarantee or Letter of Credit. Both the Bank Guarantee and Letter of Credit helps the organization to make purchases and selling goods overseas. These will also act as guarantee for the goods that are supplied.

Commercial papers:

Commercial Paper (CP) is widely used by top-rated corporate and an institution as a flexible short-term instrument that provides a cost-effective diversification of funding sources away from the banking sector.

It is an unsecured obligation issued by a corporation or bank to finance its short-term credit needs, such as accounts receivable and inventory. Maturities typically range from 15 to 365 days. Commercial paper is available in a wide range of denominations, can be either discounted or interest bearing, and usually have a limited or nonexistent secondary market. Companies with high credit ratings usually issue commercial paper, meaning that the investment is almost always relatively low risk.

Who can issue?

3. A company with a tangible net worth of more than four crores as per the latest audited balance sheet.
4. Borrowed amount of the company is classified as a standard asset by the bank.

The company needs to obtain satisfactory credit rating (Minimum rating required is p-2 of CRISIL or equal lent) from any credit rating agency before issuing CPs. The RBI approved credit rating companies are:

5. CRISIL
6. CARE
7. ICRA
8. Fitch Rating India (P) Ltd.


Who can invest?

NRIs, Individuals, Banks, Corporate Bodies, Foreign Institutional Investors.

Nature:

5. The maturity period ranges from 15 to 365 days.
6. The value of the CP is Rs.5 Lakhs.
7. Every renewal will be considered as a fresh issue.
8. It is not a deposit as per Provisions of Section 58-A of Companies Act, 1956.

Procedure to issue CPs:

· Company should appoint a Schedule bank as the Issuing and Paying Agent.
· IPA will check the credit rating and the documents submitted by the issuing company and the valid agreement.
· The issuing company needs to disclose the financial status of the company to the IPA.
· After the deal is confirmed, the issuing company needs to issue physical certificates to the investor.
· Every issue of CP should be reported to RBI through IPA with in three days from the date of completion of the issue.
Inter-corporate Deposits: This business involves movement of funds from funds-surplus companies to credit worthy corporate borrowers. However, these are not treated as deposits as per the provisions of Section 58-A of the Companies Act, 1956 and as such the regulations applicable to the public deposits do not apply to ICDs.

  • ICDs are short-term loans, i.e., for three to six months.
  • These are unsecured.
  • The company on its own decides the rate of interest, and the period.


Spontaneous sources: These are the sources through which working capital is generated automatically and these are unsecured sources. For e.g.: If the company has good net worth, it can make purchases on credit and can avail a gap to make the payment.

These are the different sources to generate working capital.








Q11. Discuss the various areas covered by the Management of Cash?

Answer:

Cash is the most liquid form of asset. It is the ready money available in the bank or with the business, essential for its operations. A company needs cash for the following three purposes:

Transaction Motive: For transactions like purchase, sales and additional financing. These activities, which are not known in advance, are not considered while preparing a cash budget.

Precautionary motive: To safeguard against uncertainties, which are an integral part of business operations.

Speculative Motive: To tap profits from opportunities arising from fluctuations in commodity prices, security prices, interest rates etc. The company with surplus cash is in a better position to exploit such situations.
Cash Flows:


The flow of cash into and out of the business over a period of time refers to cash flow. Cash inflow can be in the form of cash received from customers, lenders and investors. Cash outflow can arise as a result of payments made to employees (salaries), suppliers and creditors.

Positives Cash flow: When cash inflow exceeds outflow it results in positive cash flows. Positive cash flow is beneficial to the business, the only thing to be cautious about is the opportunity cost, incurred as a result of idle money.

Negative Cash flows: Negative cash flows arise when cash outflow exceeds inflows. This can be due to various reasons. For example, if inventory management is not optimal; or the collection of money from accounts receivable is very poor.

Components of Cash Flow:

Cash flow can be earned from both external and internal sources. These include:

Operating Cash Flows: Operating cash flow, often referred to as working capital, is generated from internal operations. It is the cash generated from the sale of a product or service of a particular business. As it is the lifeblood of a business firm, it is monitored carefully.

Investing Cash Flow: Investing cash flow is generated internally from non-operating activities. This component would include investments in plant and equipment or other fixed assets, nonrecurring gains or losses, or other sources and uses of cash outside of normal operations.

Financing Cash Flow: Financing cash flow is the cash to and from external sources, such as lenders, investors and shareholders. A new loan, the repayment of a loan, the issuance of stock and the payment of dividend are some of the activities that would be included in this section of the cash flow statement.

Cash Management:

Cash management involves the following:

Identifying sources of cash flows
Identifying various avenues to invest surplus cash
Being prepared to meet any cash contingencies

A cash crisis can be pre-empted by preparing a cash budget. This involves short-term cash forecasting (weekly, monthly and annually) to help manage daily cash, and long-term (annual, 3-5 year) cash flow projections to develop the necessary capital strategy to meet business needs.
Cash Budgeting:


Cash budgeting includes short-term forecasting, which can be effectively managed by the receipt and payment method. This method indicates the timing and magnitude of expected cash flows over the forecast period. To prepare a short-term cash flow projection under this method, the account balance is added to the cash that is expected to be received within the period, then cash outflows during the same time period are subtracted.

Concept of Float:

Float is the difference between bank balance as per bankbook and as per the bank pass book/statement. This arises mainly due to time gap between the transactions. Some of the reasons are:

  • Time required receiving the cheque from the customer through the postal office, called as postal float.
  • Time required by the company to deposit the same in the account, called as deposit float.
  • Time required to clear the payment by the banker, called as bank float.


To reduce the float period, both the companies need to follow certain steps, referred as Principles of cash management. They are:

  1. Accelerating cash collections by budgeting.
  2. Delay cash payments.
  3. Invest surplus cash.
  4. Managing accounts receivable.


Accelerating cash collections by budgeting:

A budget allows the company to forecast the cash inflows and outflows over the near future. At a minimum, cash flow forecasts should be done for a three-month period, even monthly. Forecasting for even shorter periods of time helps to seek a line of credit or other borrowing facility that banks offer.




Delay cash payments:

Accounts payable are debts you owe suppliers and vendors. Accounts payable are the reverse of accounts receivable. If available, you may want to take advantage of discounts your suppliers offer you as an incentive to pay early.


Invest surplus cash:

A budget also lets you identify variances in forecast and actual cash flows. If you find that you have idle cash each month, you can deposit it to earn interest. Using a zero-balance or sweep account, you can park this cash in safe, liquid investments for periods as short as overnight.


Managing accounts receivable:

Accounts receivable are the sales that the company makes on credit. In exchange for extending credit to customers, it encourages additional sales, but it's important to have the discipline and impartiality to collect. However, a diligent focus on collections policy will improve the cash flow management.

Managing inventory:

It's easy to stock up on the raw materials and supplies. It may be even more tempting when suppliers offer a discount. However, by tying up excess cash with inventory, the company may lose the opportunity to use cash in more productive ways.

These are the different ways to manage cash and to run the business smoothly.



Q13. What do you mean by Management of Inventory? Discuss various techniques available for Management of Inventory?

Answer:

Inventory management involves the control of the current assets, namely raw materials; work in process and finished goods. The main objective of inventory management is to minimize the total cost- both direct and indirect, which are associated with holding the inventories. A reduction in the excessive inventories has a favorable impact on the company’s profitability.

Main purpose of inventory

Holding inventory is cost effective and helps achieve sales at competitive prices. The other objectives of holding inventories are:

  • To ensure prompt delivery.
  • To avail quantity discounts.
  • To reduce the order cost.
  • To avoid production shortage.
  • To achieve efficient production runs.


Costs associated with holding inventories.

  • Material cost.
  • Ordering cost.
  • Carrying cost.
  • Stock Out cost.


Each of the above mentioned costs could be controlled through efficient inventory management techniques.

Economic order quantity (EOQ):

This refers to the optimal ordering quantity that will incur the minimum total cost (order cost and carrying cost) for an item of inventory. With the increase in the order size, the ordering cost decreases but the carrying cost increases and the optimal order quantity is determined where these two costs are equal. The company should also keep an eye on the level of safety stock and the lead-time associated with the orders made.

The ABC system:

This is also referred to as “always better control”. It is a selective inventory management technique. This is used when there are varied items in large quantities are involved. In this system, the items are segregated into three groups, namely A, B, and C. The items falling in category A are those that involve the maximum investment. Likewise, the items that require minimum investment are classified into group C.




Advantages:

  • This approach helps in selective control of inventories.
  • It helps in pinpointing the obsolete stocks.
  • It reduces the clerical costs and results in better inventory planning.



Limitations:

  • The gradation of the items may include many subjective elements
  • The results should be periodically updated.


Developing an Information system:

Use of programmed information system using the latest technologies helps in better inventory management. A sound information system updates you on the status of the stocks, their requirements and the costs associated with each. Further, a well-developed information system not only helps you house control but is also in keeping with the industry standards.

Some other methods of inventory control are

  • Perpetual inventory system
  • Material budgeting system
  • Control ratio method.
















Q10. Discuss in details Banks as a source for financing working capital requirement. Discuss the recommendations of various committees affecting this source of financing the working capital requirement?

Answer:

Working capital management or short-term financial management is a significant facet of financial management. It is important due to two reasons:

Investment in current assets represents a substantial portion of total investment
Investment in current assets and the level of current liabilities have to be geared quickly to changes in sales.

Working capital involves activities such as arranging short-term finance, negotiating favorable credit terms, controlling the movement of cash, administrating accounts receivables, and monitoring the investment in inventories also take a great deal of time.

Banks play vital role in financing the working capital to the organizations. However, banker will look the following before financing:

1. The amount required by the company (Amount of Assistance.)
2. Form of issuing the working capital.
3. Security to be taken.
4. Regulations applicable for issuing the working capital.

Amount of Assistance:

To avail the working capital from bank, the company needs to prepare working capital estimation and submit the same to the banker. The estimation of level of assets and level of liabilities needs to be prepared properly, as working capital is the difference between current assets and current liabilities. The techniques like Ratio analysis; trend analysis can be used. The company needs to submit the other required support documents to the bank. On the basis of the information provided, bank will decide the amount that can be extended. While extending the working capital assistance, the bank may prescribe the margin money requirement. The margin money stipulation is made by the banks in order to ensure the borrowing company’s own stake in the business and also to provide the cushion against the possible reduction in the value of security offered to the bank. The percentage is depended on the company’s net worth and directives of RBI from time to time.





Form of issuing the working capital:

The bank may not issue the extending amount in the form of cash. Based upon the documents produced and good will of the company, the form differs. The following are the two different forms:

  1. Non-Fund based lending.
  2. Fund based lending.





Non-Fund based lending:

Instead of providing cash funds to the company, the bank will provide working capital assistance in other forms, they are:

Bank Guarantee:

This is the document supplied by the bank by certifying that the company has the sufficient funds on deposit at the bank and can enter into the transaction. To issue the bank guarantee, the company needs to provide the information about the raw material or machinery that is purchasing. Bank will issue a letter to the company about the amount that can be used as working capital. After utilizing the bank guarantee, company needs to provide the corresponding documents.

Letter of Credit:

This is the primary or secondary source of security for a bond issue. Either a commercial bank or a private corporation can issue this. This is normally found in the International trade. If the company is importing any goods from other country, he can approach the bank for the letter of credit on the exporter name. The banker will undertake to pay the exporter or accept the bills of draft drawn by the exporter on the exporter fulfilling the terms and conditions specified in the letter of credit.

There are different varieties:

  1. Revocable or Irrevocable.
  2. Confirmed or Unconfirmed.


Fund based lending:

Incase of Fund based lending, the bank commits physical outflow of funds. As such, the funds position of the lending bank does get affected. The fund based lending can be in the following forms:

  1. Loans.
  2. Overdraft.
  3. Cash credit.
  4. Bills purchased/discounted.
  5. Working capital term loans.
  6. Packing credit.


Security:

To avail working capital assistance, the company needs to provide security to the bank. The following are the different forms of security:

  1. Hypothecation: Under this method, the company needs to provide any moveable property as security. The bank will not possess the security, unless the company has an outstanding amount. The banker has the right to sell the security.


  1. Pledge: Under this method, the company needs to provide any moveable property as security. The bank will possess the security and provides assistance. If the company has an outstanding amount, the banker has the right to sell the security with issuing a notice to the company.


  1. Lien: Under this method, the banker will keep the security with the bank. The company needs to clear the loan and can handover the security provided.


  1. Mortgage: This mode is for immovable properties. If the company is providing buildings, machinery etc., then it will be treated as mortgage. The company need not possess the property to the banker at the time of availing the loan and he can use the same for production purpose. But, banker has the right to verify the security at any time and incase of outstanding amount he can sell the same.


Recommendations of various committees to control over Working Capital:

Reserve Bank of India has attempted to identify major weakness in the system of financing of Working capital needs by banks in order to control the same properly. These attempts were mainly in the form of appointment of following committees:

· Dahejia committee
· Tandon committee
· Chhore committee
· Marathe committee
· Nayak committee and Vaz committee





Dahejia committee:

Appointed in:

October 1968.

Reason:

To examine the extent to which credit needs of industry and trade are likely to be inflated and how such trends could be checked.

Findings:

The committee found that there was a tendency of industry to avail of short-term credit from Banks in excess of growth rate in production for inventories in value terms. Secondly, if found out that there was a diversion of short-term bank credit for the acquisition of long-term assets. The final finding is the cash credit facilities granted by the banks was not utilized necessarily for short-term purpose.

Recommendations:

The committee recommendations are:

  1. Bank should not only be security oriented.
  2. All cash credit accounts with banks should be bifurcated in two categories:
    1. Hard core which would represent the minimum level of raw materials, finished goods and stores which any industrial concern is required to hold for maintaining certain level of production and
    2. Short-term component, which would represent of funds for temporary purposes.


  3. For financially sound companies, the loan should be on long-term basis subject to repayment schedule.



Tandon Committee:


Appointed in:

August 1975.

Reason:

To study the following:

1. Can the norms be evolved for current assets and for debt equity ratio to ensure minimum dependence of bank finance?
2. How the quantum of bank advances may be determined?
3. Can the present manner and style of lending be improved?
4. Can an adequate planning, assessment and information system be evolved to ensure a disciplined flow of credit to meet genuine production needs and its proper supervision?

Findings & Recommendations:

Norms: The committee suggested the norms for inventory and account receivable for as many as 15 industries excluding heavy engineering industry. These norms suggested represent maximum level of inventory and accounts receivables in each industry. However if the actual levels are less than the suggested norms, it should be continued.

The norms were suggested in the following forms:

  • For raw materials: Consumption in months.
  • For work in progress: Cost of production in months.
  • For Finished goods: Cost of sales in months.
  • For Receivables: Sales in months.


Further, it suggested that the norms should be reviewed constantly.

It was also suggested that the industrial borrowers having an aggregate limits of more than Rs.10 Lakhs from the banks should be subjected to these norms initially and later it can be extended event o the small borrowers.

Methods of Borrowings:

The committee recommended that the amount of bank credit should not be decided by the capacity of the borrower to offer security to the banks but it should be decided in such a way to supplement the borrower’s resources in carrying a reasonable level of current assets in relation to his production requirement. For this purpose, it introduced the concept of working capital gap i.e., the excess of current assets over current liabilities other than bank borrowings. It further suggested three progressive methods to decide the maximum limits according to which banks should provide the finance.

Method 1: Under this method, the committee suggested that the banks should finance maximum to the extent of 75% of working capital gap, remaining 25% should come from long-term funds.

Method 2: Under this method, the committee suggested that the borrower should finance 25% of current assets out of long-term funds and the banks provide the remaining finance.

Method 3: Under this method, the committee introduced the concept of core current assets to indicate permanent portion of current assets and suggested that the borrower should finance the entire amount of core current assets and 25% of the balance current assets out of long-term funds and the banks may provide the remaining finance.

The other suggestions provided by this committee are:

  • Style of lending.
  • Credit information systems.
  • Follow up, supervision and control.
  • Norms for capital structure.


RBI accepted some of the main recommendations of the committee.

Chhore Committee:

Appointed in:

April 1979 under the chairman ship of K.B.Chhore.

Reason:

To review the system of cash credit management policy by banks.

Observations and recommendations:

1. The committee recommended increasing role of short-term loans and bill finance and curbing the role of cash credit limits.
2. The borrowers should be required to enhance their own contribution in working capital. As such, they should be placed in Second method of lending as suggested by Tandon Committee. If the actual borrowings are in excess of maximum permissible borrowings as permitted by Method II, the excess portion should be transferred to working capital team loan (WCTL) to be repaid by the borrower by half yearly installments maximum within a period of 5 years. Interest on WCTL should normally be more than interests on cash credit facility.
3. There should be the attempts to inculcate more discipline and planning consciousness among the borrowers, their needs should be met on the basis of quarterly projections submitted by them.
4. The banks should appraise and fix separate limits for normal non-peak levels and also peak levels. It should be done in respect of all borrowers enjoying the banking credit limits of more than Rs.10 Lakhs.
5. The borrowers should be discouraged from approaching the banks frequently for ad hoc and temporary limits in excess of limits to meet unforeseen contingencies.

Marathe Committee:

Appointed in:

1982.

Reason:

To study the Credit Authorization Scheme (CAS) which was in existence since 1965.

Recommendations:

CAS needs to be replaced, according to which banks were supposed to report to RBI, sanctions or renewals of the credit limits beyond the prescribed amount for the post-Sanction scrutiny.

Nayak Committee and Vaz Committee:

RBI accepted the recommendations of Nayak committee recently. This was with the intention to recognize the contribution made by the SSI Sector to the economy.

The recommendations were to evaluate the working capital requirements of village industries, Tiny industries, and SSI units having the total fund based working capital limits up to Rs.50 Lacs. The working capital requirement of these units will be considered to be 25% of their projected turnover, out of which 20% is supposed to be introduced by the units as the bank can finance their margin money requirements and remaining 80%.

Vaz Committee has extended the recommendations of Nayak committee to all the business organizations.


















Q5. State the provisions of section 58A and 58B of the companies’ act, 1956 and Companies (Acceptance of Deposits) Rules, 1975 affecting Public deposits as a source for medium term funds for a manufacturing organization.

Answer:

There are several modes through which a company can borrow funds for its short-term working capital requirements. This includes borrowings from banks, bodies corporate, individuals, etc. These borrowings may either be secured or unsecured. There are certain provisions under the Companies Act, 1956 (the Act) under which a company may accept fixed deposits from public/shareholders to meet its short-term requirements.

Section 58A of the Act deals with the acceptance of deposits.

Pursuant to the provisions of the Act, the company cannot invite, or allow any other person to invite or cause to be invited on its behalf, any deposit unless –

It is in accordance with the prescribed rules.

An advertisement is issued showing the financial position of the company and

The company is not in default in the repayment of any deposit or interest.

In case of non banking and non financial companies, the Central Government has issued `Companies (Acceptance of Deposits) Rules, 1975’ and in case of non banking financial companies, the Reserve Bank of India has issued `Non Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998’ which have to be complied with along with the provisions of Section 58A of the Act.

For its short term requirements, companies normally prefers to accept fixed deposits instead of taking loans from banks as the rate of interest for deposits is generally less as compared to interest charged by banks. Normally, listed companies come out with the schemes of fixed deposits. Response to such listed companies from public is better as compared to unlisted companies.

We shall in this article understand the law for accepting fixed deposits from public/shareholders in case of non-banking and non-financial companies i.e. manufacturing and trading companies. To understand the law for such companies, Section 58A of the Act should be read with along with The Companies (Acceptance of Deposits) Rules, 1975 as amended from time to time.
What is `deposit’


The term `deposit’ has been defined as receipt of any money borrowed by the company but not including any of the following:

Government Borrowings
Borrowings from any financial institutions;
Borrowings from any Banks;
Borrowings from any company
Security deposit;
Advance from purchasing/selling agent;
Money received in Trust ;
Subscription against application for shares;
Subscription against bonds, debentures, etc. secured by a mortgage with or without option to convert into shares;
Money brought in by issue of any secured bonds/debentures
Money brought in by promoters;
Money received from the shareholders of a private limited company or a deemed public company
What are the limits for accepting deposits?


A company can borrow deposits up to the extent given below:

Up to 25% of the paid-up capital and free reserves of the company from the public and Up to 10% of its paid-up capital and free reserves from its shareholders.

Therefore, maximum deposit a company can accept from public/shareholders is 35% of its paid up capital and free reserves as mentioned above.

If the company is a `Government Company’, then it can accept or renew deposits from public up to 35% of its paid up capital and free reserves.

"Free Reserves" mean the balance in the share premium account, capital and debenture redemption reserves and any other reserves shown in the balance-sheet of the company and created by appropriation out of the profits of the company, but does not include (i) the balance in any reserve created for repayment of any future liability or for depreciation in assets or for bad debts; and (ii) by the revaluation of any assets of the company.
Period of accepting deposits


A company can invite/accept deposits for a period not less than 6 months and not more than 36 months from the date of acceptance of such deposits or from the date of its renewal.

Therefore, a company can accept/invite deposits for a period between 6-36 months.

However, a company may accept deposits Upto 10% of its paid up capital and free reserves which are repayable after three months, from the date of such deposits or renewal thereof to meet any of its short term requirements.
Rate of interest


Maximum rate of interest that a company can offer on fixed deposits is 15%.
Statement of Advertisement


Before accepting deposits, it is mandatory for such companies to issue an advertisement in a leading English newspaper and also in a vernacular newspaper circulating in the State in which the registered office of the company is situated.

Such advertisement should be approved by the Board of Directors of the Company at its meeting duly signed by majority of the Directors.

The advertisement must also include a statement to the effect that the advertisement is issued on the authority and in the name of the Board of Directors of the company and must indicate the date on which the Board of Directors has approved the text of the advertisement including the terms and conditions subject to which the deposits are accepted by the company.
Contents of Advertisement


The advertisement must contain the following details:

  • Name of the company;
  • Date of incorporation;
  • Business carried on by the company and its subsidiaries with details of branches or units, if any;
  • Brief particulars of the management of the company;
  • Names, address and occupation of Directors;
  • Profits before tax and after tax for three financial years preceding the date of the advertisement;
  • Dividends declared for the last three years;
  • Summarized financial position of the company from the audited annual accounts for two years preceding the date of the advertisement.
  • The application forms for accepting fixed deposits should contain the aforesaid contents of the advertisement along with the terms and conditions.

Validity of the advertisement


  • The validity of the advertisement issued at any time is only up to;
  • Six months from the closure of the financial year of the company in which the advertisement was issued or
  • Until the date on which the balance sheet is laid before the company in Annual General Meeting (AGM).

Whichever is earlier?

As in the normal course, AGM is held within a period of six months from the closure of financial year, the advertisement so issued is valid till the date of AGM. In order to continue to accept/renew deposits, a fresh advertisement is required to be issued in the succeeding financial year.
Compulsory Registration of Advertisement


Before the issue of the advertisement, it is mandatory for a company to file a copy of the advertisement with the Registrar of Companies duly signed by a majority of Directors.
Statement in lieu of Advertisement


If a company intends to accept/renew deposits without inviting or allowing the public, it may do so without publishing an advertisement. In such cases, the Board of Directors of the company shall approve a statement in lieu of advertisement containing all the particulars, which have to be given in the advertisement and file a copy of the statement in lieu of the advertisement duly signed by a majority of the Directors with the Registrar of Companies. After filing the statement in lieu of the advertisement, the company can accept deposits. All the other conditions are identical to the terms and conditions for inviting deposits from the public.
Maintenance of liquid assets


It is mandatory for a company to deposit certain amount from deposits received with banks or deal with then in such a manner so as to enable it to make repayment of the deposits on the due date.

Therefore, companies are required to deposit a fixed sum before 30 April of each year in any one or more following modes:

  • In a current or other deposit account with a scheduled bank free from charge or lien.
  • In unencumbered securities issued by Central or State Government;
  • In unencumbered bonds issued by Housing Development Finance Corporation Limited;
  • In unencumbered securities mentioned under the Indian Trusts Act, 1882


The minimum amount to be deposited in liquid assets as mentioned above is 15% of the amount of deposits maturing Upto 31st March of the following year.

The amount so deposited as above cannot be utilized for any purpose other than the repayment of deposits maturing during the year Upto 31st March of the following year.
Form of application for deposits


A company cannot accept/renew deposits unless a declaration is made by the depositor that the amount is not being deposited out of the funds acquired by him by borrowing or accepting deposits from any other person.
Annual Return


Companies accepting deposits are required to file an annual return in the prescribed format with the Registrar of Companies on or before 30th June of every year for the year ended 31st March of that year. The auditors of the company must certify this annual return.
Register of deposits


Every company accepting deposits under the rules shall keep a register in respect of deposits invited/accepted by the company, containing the following details:

  • Name and address of the depositor;
  • Date and amount of deposit;
  • Duration of deposit and the date on which each deposit is repayable
  • Rate of interest;
  • Dates on which interest will be due;
  • Any other particulars relating to deposit


The above register must be kept at the registered office of the company and should be preserved for a period of at least eight calendar years from the financial year in which the latest entry is made in the register.
Repayment of deposits before maturity


A company, in response to a request from the depositor may make repayment of a deposit after the expiry of six months from the date of receipt but before the expiry of the period for which the deposit was accepted.

Under such circumstances, the company shall pay rate of interest on the deposit at a rate lower than 1% from the rate applicable for the period for which the deposit was made.
Deduction of tax


The company has to deduct income tax at source on the interest paid to the depositors as per the rate applicable under the Income-tax Act, 1961. Presently, no tax is to be deducted from the interest payable Upto Rs. 5,000/-.

The tax if deducted, is to be paid to the Central Government within one week from the last day of the month in which the tax is deducted.

However, if a depositor (being an individual) files with the company a prescribed statement (Form 15H) no deduction of tax shall be made by the company for any amount of interest.

If the company deducts any tax, then it is required to furnish a TDS certificate to the depositor.
Extension of time to repay deposit


Under the Companies (Application for Extension of Time or Exemption under sub-section (8) of section 58A) Rules, 1979, a company may approach the Company Law Board for extension in time to repay deposits if a company is not in a position to repay deposits on the due dates. Under such circumstances, the company must publish a notice in a prescribed format in at least once in an English daily newspaper and once in a regional language newspaper of the area in which the registered office of the company is situated.
Failure to repay deposits on maturity


If a company fails to repay deposit on maturity, the Company Law Board (CLB) has the power to consider the matter either on its own motion or on the application of a depositor and can order the company to make repayment of the deposit in such a manner as the CLB may deem fit.
Penalty for non-compliance


If a company or any other person contravenes any provisions of the rules made hereunder, the company and every officer of the company who is in default shall be punishable with fine which may extent to Rs. 500/- and where the contravention is a continuing one, with a further fine which may extent to Rs. 50/- for every day after the first, during which the contravention continues.