Part One: Strategic Management (forty Marks)
Part Two: Corporate Finance (sixty Marks)
ARRANGEMENT OF STUDY LESSONS STRATEGIC MANAGEMENT AND CORPORATE FINANCE GROUP TWO. PAPER FIVE.
PART ONE - STRATEGIC MANAGEMENT (Forty marks)
PART TWO - CORPORATE FINANCE (Sixty marks)
Lesson ten - Infrastructure Investment Trusts
Lesson eleven - Raising of Funds - Private Funding
Lesson twelve - Raising of Funds - Non Fund Based
Lesson thirteen - An Overview on Listing and Issuance of Securities in International Financial Services Centre
Lesson fourteen - Raising of Funds from Debt and Procedural Aspects
Lesson fifteen - Foreign Funding-Institutions
Lesson sixteen - Foreign Funding-Instruments, Laws and Procedures
Lesson seventeen - Role of Intermediaries in Fund Raising
Lesson eighteen - Project Evaluation
PART ONE: STRATEGIC MANAGEMENT
INTRODUCTION TO STRATEGIC MANAGEMENT
Four Phases of Strategic Management Process
Functions and Importance of a Strategic Leader
Limitations of Strategic Planning
Role of Board of Directors in making Strategic Decision
Definition of Corporate Social Responsibility under Companies Act, twenty thirteen
Factors Influencing Corporate Social Responsibility
Corporate Social Responsibility and Corporate Governance
Objectives of Corporate Governance
Defensive Strategy (mini-mini)
An internal growth (expansion) strategy
Porter's Generic Strategies
The Differentiation Strategy
Foreign Currency Exchangeable Bonds
RAISING OF FUNDS FROM EQUITY AND PROCEDURAL ASPECTS - PUBLIC FUNDING
Restriction on Further Capital Issues [Regulations fifty-six and one hundred fifty-two]
Exit Opportunity to Dissenting Shareholders [Scheduled twenty]
Eligibility of Shareholders for availing the exit offer
Manner of providing exit to Dissenting Shareholder
Initial Public Offer by Small and Medium Enterprises
Documentation For Initial Public Offer/Follow-on Public Offer
Conditions [Regulation sixty-two]
Other requirements with respect to the Right Issue
Disclosures in the draft letter of offer and letter of offer [Regulation seventy]
Draft letter of offer and letter of offer to be available to the public [Regulation seventy-two]
Reservation [Regulation seventy-four]
ASBA [Regulation seventy-five] Availability of letter of offer and other issue materials [Regulation seventy-seven]
Conditions for making applications on plain paper [Regulation seventy-eight]
Issue-related advertisements [Regulation eighty-four]
Qualified Institutions Placement [Chapter six of SEBI (Issue of Capital and Disclosure Requirements) Regulations, twenty eighteen]
Eligible Securities for the purpose of Qualified Institutions Placement [Regulations one hundred seventy-one]
Quarterly Compliance Report on Corporate Governance
Investment in Alternative Investment Funds
Reporting of investment activities by Alternative Investment Funds
Foreign Venture Capital Investors
Guidelines on Disclosures, Reporting and Clarifications under the Alternative Investment Fund Regulations
Provisions pertaining to Bonus Issue under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, twenty eighteen
SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, twenty twenty-one Introduction
General Obligations of the Company
Procedure for the issuance of Sweat Equity Shares
Listing and Trading of Securities in IFSC
International Financial Services Centres Authority (Issuance and Listing of Securities) Regulations, twenty twenty-one
Rights Issues or Preferential Issues
Special Purpose Acquisition Company (SPAC)
Application size and allotment requirements
Prospectus regarding proposed business combination
Sustainable Finance at IFSC four hundred ninety-nine
RAISING OF FUNDS FROM DEBT AND PROCEDURAL ASPECTS
Regulatory Framework for Debt Securities
Online Bond Platform Providers
Electronic Book Provider (EBP) Mechanism
Benefits of EBP Mechanism
Growing importance of Company Secretary in entities that have listed corporate bonds
Initial Disclosure Requirements four hundred twenty-nine
Appointment of a Third Party Reviewer/certifier
Fund Based Facilities and Non-Fund Based Facilities
Documents handled under Letters of Credit
Two-Way Fungibility Scheme
LESSON eighteen PROJECT EVALUATION
Test Paper seven hundred two
Introduction to Strategic Management
Strategic Management: Meaning and Process
CSR and Corporate Governance
Board of Directors and Corporate Social Responsibility (CSR)
Corporate Governance - Code and Laws in India
Corporate Governance and Role of Company Secretary
Corporate Governance and Role of Company Secretary
STRATEGIC MANAGEMENT : MEANING AND PROCESS
Strategic Management: Process
Four Phases of Strategic Management Process
Definitions of Strategic Management
Components of Strategic Management Process
Functions and Importance of a Strategic Leader
Strategic Management: Functions and Importance for Professionals like Company Secretaries
The Strategic Planning Cycle
Benefits of Strategic Planning
Limitations of Strategic Planning
BOARD OF DIRECTORS AND CORPORATE SOCIAL RESPONSIBILITY
Role of Board of Directors in making Strategic Decision
Corporate Social Responsibility (CSR)
Definition of CSR under Companies Act, twenty thirteen
RELIANCE INDUSTRIES LIMITED
Role of Board of Directors in CSR related activities of a Company
CSR and Corporate Governance
Objectives of Corporate Governance
CORPORATE GOVERNANCE AND ROLE OF COMPANY SECRETARY
Factors Influencing Business Decision
CHARACTERISTICS AND COMPONENTS OF BUSINESS ENVIRONMENT
A. External Micro Environment
B. External Macro Environment
Technological Environment Factors
(ii) Internal Environment
PORTER'S FIVE FORCES MODEL
Porter's Five Forces Factors
Apple in the Marketplace from a five forces perspective
Bargaining Power of Buyers
The Threat of New Entrants to the Marketplace
Bargaining Power of Suppliers
The Threat of Buyers Opting for Substitute Products
BUSINESS POLICY - INTRODUCTION
Features of Business Policy
Evolution of Business Policy
Evolution based on Managerial Practices
Importance of Business Policy
For the understanding of Business Environment
For understanding the Organization
FRAMEWORK OF STRATEGIC MANAGEMENT
Vision and Mission Statements of various Companies/Organisations
Hierarchy of the Objectives
STRATEGIC LEVELS OF THE ORGANIZATION
Competitive Positioning and the Value Creation Frontier
Functional-Level Strategy
FORMULATION OF FUNCTIONAL STRATEGY
Strategy Financial Management
Definitions of Marketing Strategy
Market Position and Strategy
FORMULATION OF HUMAN RESOURCE STRATEGIES
Two. Forecasting HR requirements
Four. Developing HR strategies to support the strategies of the organization
Training and development strategies
FORMULATION OF PRODUCTION STRATEGY
One. Differentiation strategy
Three. Market segmentation strategy.
One. Price or cost strategy
One. Flexible response strategy
One. Differentiation strategy
Two. Cost leadership strategy
Three. Market segmentation strategy
Four. Price or cost strategy
Seven. Product mix or flexibility strategy
Nine. Eco-friendly products
Ten. Flexible response strategy
Eleven. Low cost strategy
FORMULATION OF LOGISTICS STRATEGY
Elements of the Logistics Strategy plan
Two. Dropbox Grows from One Million to Five Hundred Million Users in Just Seven Years
Three. Golden Heart Senior Care Leverages Reputation Management to Build Trust
Four. First Fruit Wellness Center Expands to Three Locations through Social Media Engagement
Five. Roofstock Uses Press Releases, News Sites, and Paid Advertising to Disrupt Real Estate Market
Key aspects of their marketing strategy included the following:
Two) Reviews and Reputation Management
STRATEGIC ANALYSIS AND PLANNING
Need of Situation Analysis
Suitability of Situation Analysis
Conducting of Situation Analysis
Elements of Situation Analysis
Opportunity and Issue Analysis
Effectiveness of Situation Analysis
Amazon - Recent Development
Two. Coca-Cola SWOT Analysis
Three. Skoda SWOT Analysis
Environmental constraints
Outcomes and benefits of SWOT analysis
Unique selling proposition
Four TOWS strategies: product of Trade-off between Internal and External factors
Aggressive Strategy maxi-maxi
Conservative Strategy maxi-mini
Competitive Strategy mini-maxi
Defensive Strategy mini-mini
PERT (Programme Evaluation Review Technique) and CPM (Critical Path Method): Techniques of Project Management
Strategies based on the BCG Matrix.
Criticism of the BCG Matrix
BCG's Response to Criticism : Matrix two point zero
BCG Matrix- Samsung's Product Portfolio
Ansoff Growth Matrix - Four Ways to Grow a Business
What is the Ansoff Growth Matrix?
The Four Growth Options of The Ansoff Growth Matrix
Option one: Market Penetration
The downsides of the market penetration strategy are:
Option two: Product Development
Option three: Market Development
Option four: Diversification
How to use Ansoff Growth Matrix
Developments to the Ansoff Growth Matrix
Industry Maturity or Life Cycle stage
Competitive strength of a Strategic Business Unit or a Product
Step one. Determine industry attractiveness of each business unit
Step two. Determine the competitive strength of each business unit
Step three. Plot the business units on a matrix
Step four. Analyze the information
Step five. Identify the future direction of each business unit
Step six. Prioritize your investments
GLUECK AND JAUCH GENERIC STRATEGIC ALTERNATIVE
An internal growth (expansion) strategy
PORTER'S GENERIC STRATEGIES
Porter's Generic Strategies
The Differentiation Strategy
Porter's Generic Strategies
Distinctive Features of the Generic Competitive Strategies
Strategy Formulation and Implementation
Issues in Strategy Implementation
Strategic leadership and thinking skills
E-business Strategic Framework
Nine Areas for developing AI Business Strategy
PORTER'S GENERIC STRATEGIES
Ways to achieve Cost leadership
Pros of using Cost Leadership Strategy
Cons of using Cost Leadership Strategy
Pros of using Differentiation Strategy
Cons of Differentiation Strategy
Types of a Focus Strategy
Focused Low-Cost Strategy
Focused Differentiation Strategy
Pros of using Focus Strategy
Cons of using Focus Strategy
Definition of Strategic Implementation
STRATEGY FORMULATION AND IMPLEMENTATION
Strategy Implementation - Supporting Factors
Issues in Strategy Implementation
MANAGING STRATEGIC CHANGES
(a) Transactional Leadership
(b) Transformational Leadership
(c) Charismatic Leadership
Strategic leadership skills
Strategic thinking skills
E-business Strategic Framework
Nine Areas for developing AI Business Strategy
Two. Strategic AI priorities
Three. Short-term AI adoption priorities
Five. Ethical and legal issues
Seven. Skills and capacity
9. Change management issues
The Three Pillars of Blockchain Technology
Pillar one: Decentralization
Pillar three: Immutability
BUSINESS PROCESS RE-ENGINEERING (BPR)
Business Process Reengineering- Definition
Objectives of Business Process Reengineering
Factors for Successful Implementation of BPR
BUSINESS PROCESS REENGINEERING
Study: The Existing Process
Formulate: A Redesigned Business Plan
Business Process Reengineering - The case of Ford's Accounts Payable
Ford Accounts Payable Process - Before Business Process Reengineering
Ford Accounts Payable Process - After Business Process Reengineering
Reengineering of the Product Development Process of Airbnb
Two. Organize Around Outcomes, Not Tasks
Three. Link Parallel Activities instead of Integrating their Results
Benchmarking: Xerox Process
Characteristics of Total Quality Management
Principles of Total Quality Management
Continuous Improvement by TQM
Implementation Principles and Processes
The customer knows best: AtlantiCare
Profits after quality improvement strategy
The Six Sigma Training and Certification Levels
Carrying Out the Six Sigma Approach
Reasons to adopt Six Sigma in Ford Motor Company
Roadblocks in Implementing Six Sigma
FORD's improvement after implementation of Six Sigma
A Comparison of Business Process Reengineering vs. Six Sigma
SWOT Analysis of a Renowned Dairy Business - AMUL
Lack of Success in Certain Areas of Portfolio Expansion
Expansion of Product Portfolio
Growing trend of Veganism in India
Findings of SWOT Analysis of AMUL
What are the quick tips, you will suggest for a successful SWOT analysis?
Case Discussion Questions
Developing an aim for a business
Creating Business Objectives
Supporting improved food labelling
Sponsoring swimming programmes
Kellogg's in the community
Communicating the Strategy
McDonald's Corporation Michael Porter Five Forces Model
Application of Porter's Five Forces Model
Competitive Rivalry or Competition with McDonald's (High)
Bargaining Power of McDonald's Customers/Buyers (High)
Bargaining Power of McDonald's Suppliers (Low)
Threat of Substitutes or Substitution (High)
Threat of New Entrants or New Entry (Moderate)
Case Questions for discussion:
PART Two Corporate Finance
A List of Further Readings
Two. Non-Banking Financial Companies
Five. SEBI (Issue of Capital and Disclosure Requirements) Regulations, twenty eighteen
Important characteristics of equity shares are given below:
Equity Shares with Differential Voting Rights
Types of Preference Shares
Convertible and Non-Convertible
Participating and Non-participating
Redeemable and Non-Redeemable
Equity Shares and Preference Shares - Comparison
b. Non- Convertible Debenture
c. Partly Convertible Debenture
d. Optionally convertible Debentures
ALTERNATIVE INVESTMENT FUNDS
Normal Bonds vis-a-vis Masala Bonds
What is an Alternate Investment Fund?
SEBI (Alternative Investment Fund) Regulations, twenty twelve
Key Aspects pertaining to AIFs under SEBI (Alternative Investment Funds) Regulations, twenty twelve
Stages of Investment Financing
REAL ESTATE INVESTMENT TRUSTS
INFRASTRUCTURE INVESTMENT TRUSTS
BANK FINANCE - MOST COMMON WAY OF FUNDING FOR CORPORATES
Credit Facilities Provided by the Banks
Difference between Letter of Guarantee and Bank Guarantee
Depository Receipts Scheme, twenty fourteen
American Depository Receipts and Global Depository Receipts
Provisions under the Companies Act, twenty thirteen
Foreign Currency Convertible Bonds (FCCBs)
FCCB and Ordinary Shares (through Depository Receipt Mechanism) Scheme, nineteen ninety-three
Foreign Currency Exchangeable Bonds (FCEBs)
External Commercial Borrowing (ECB)
Foreign Direct Investment (FDI)
Entry Routes for Investment
Foreign Portfolio Investment
Categories of Foreign Portfolio Investor
Parties involved in Securitisation
Securitized Debt Instruments
PUBLIC OFFER OF SECURITIZED DEBT INSTRUMENTS
LISTING OF SECURITIZED DEBT INSTRUMENTS
ISSUANCE AND LISTING OF SECURITY RECEIPTS
Sale of security receipts by the existing holder
Conditions for Listing of Security Receipts
Trading of security receipts
Features of Loan against Securities
Classification of Securities Market
INITIAL PUBLIC OFFERING (IPO)/FURTHER PUBLIC OFFERING (FPO)
ELIGIBILITY REQUIREMENTS TO BE COMPLIED WITH FOR AN IPO UNDER SEBI (ICDR) REGULATIONS, twenty eighteen
Eligibility requirements for an Initial Public Offer [Regulation six one]
The above eligibility conditions are explained by the following example:
Eligibility Condition Number two
Eligibility Condition Number three
General Conditions [Regulation seven]
Additional Conditions for an Offer for Sale [Regulation eight]
Issue of Warrants [Regulation thirteen]
Entities not eligible to make a FPO [Regulation one hundred two]
Eligibility requirements for FPO [Regulation one hundred three]
General Conditions for FPO [Regulation one hundred four]
Issue of Warrants [Regulation one hundred eleven]
PROMOTERS' CONTRIBUTION [REGULATIONS fourteen and one hundred twelve]
Minimum Promoters' Contribution
Promoters' Contribution to be brought in before Public Issue Opens [Regulation 14 (3) & (4)]
Securities Ineligible Minimum Promoters' Contribution [Regulation 15]
Minimum Promoters' Contribution [Regulation 113]
Securities ineligible for minimum promoters' contribution [Regulation one hundred fourteen]
Excess of Minimum Contribution
Securities Lend to Stabilising Agent under Green Shoe Option [Regulations eighteen and one hundred sixteen]
Lock-in of party-paid securities [Regulations nineteen and one hundred seventeen]
Inscription or recording of non-transferability [Regulations twenty and one hundred eighteen]
Pledge of Locked in Shares [Regulations twenty-one and one hundred nineteen]
Transferability of locked-in specified securities [Regulations twenty-two and one hundred twenty]
APPOINTMENT OF LEAD MANAGERS, OTHER INTERMEDIARIES AND COMPLIANCE OFFICER [REGULATIONS TWENTY-THREE AND ONE HUNDRED TWENTY-ONE]
DISCLOSURES IN AND FILING OF OFFER DOCUMENTS [REGULATION TWENTY-FOUR AND ONE HUNDRED TWENTY-TWO]
FILING OF OFFER DOCUMENT [REGULATIONS TWENTY-FIVE AND ONE HUNDRED TWENTY-THREE]
Draft offer document and offer document to be available to the public [Regulations TWENTY-SIX AND ONE HUNDRED TWENTY-FOUR]
Determining of Price through Book-Building Process in an IPO
Price and Price Band [Regulations twenty-nine and one hundred twenty-seven]
Differential Pricing [Regulations thirty and one hundred twenty-eight]
MINIMUM OFFER TO PUBLIC AND RESERVATIONS
Reservation on Competitive Basis [Regulations thirty-three and one hundred thirty]
Abridged prospectus [Regulations thirty-four and one hundred thirty-one]
ASBA [Regulations thirty-five and one hundred thirty-two]
Availability of Issue Material [Regulations thirty-six and one hundred thirty-three]
Prohibition on payment of incentives [Regulations thirty-seven and one hundred thirty-four]
IPO Grading - Applicable to IPO only [Regulation thirty-nine]
Underwriting [Regulations forty and one hundred thirty-six]
Monitoring Agency [Regulations forty-one and one hundred thirty-seven]
Public Communication, Publicity Materials, Advertisements and Research Reports [Regulations forty-two and one hundred thirty-eight]
Issue-related Advertisements [Regulations forty-three and one hundred thirty-nine]
Opening of the Issue [Regulations forty-four and one hundred forty]
Minimum Subscription [Regulations forty-five and one hundred forty-one]
Period of Subscription [Regulations forty-six and one hundred forty-two]
Application and Minimum Application Value [Regulations forty-seven and one hundred forty-three]
Manner of Calls [Regulations forty-eight and one hundred forty-four]
Allotment Procedure and Basis of Allotment [Regulations forty-nine and one hundred forty-five]
Allotment, Refund and Payment of Interest [Regulations Fifty and One hundred forty-six]
Illustration explaining the procedure of allotment Example A
Post-issue Advertisements [Regulations Fifty-one and One hundred forty-seven]
Post-issue responsibility of the lead manager(s) [Regulations Fifty-two and One hundred forty-eight]
Release of subscription money [Regulations Fifty-three and One hundred forty-nine]
Reporting of transactions of the promoters and promoter group [Regulations fifty-four and one hundred fifty]
Post-issue reports [Regulations fifty-five and one hundred fifty-one]
Restriction on Further Capital Issues [Regulations fifty-six and one hundred fifty-two]
EXIT OPPORTUNITY TO DISSENTING SHAREHOLDERS [SCHEDULED TWENTY]
What is Dissenting Shareholder?
Conditions for exit offer
Eligibility of Shareholders for availing the exit offer
Manner of providing exit to Dissenting Shareholder
Maximum permissible non-public shareholding
INITIAL PUBLIC OFFER BY SMALL AND MEDIUM ENTERPRISES (SME) [CHAPTER NINE OF SEBI (ICDR) REGULATIONS, TWENTY EIGHTEEN]
INNOVATORS GROWTH PLATFORM [CHAPTER TEN OF SEBI (ICDR) REGULATIONS, TWENTY EIGHTEEN]
Additional conditions in terms of allotment, for listing with public issue:
DOCUMENTATION FOR IPO and FPO
Nineteen. Processing Fees
Checklist for listing IPO
The following documents to be submitted before T plus four days (i.e. within four working days from the closure of the issue):
Documents to be submitted before T plus four days (i.e., within four working days from the closure of the issue
Documents to be submitted before T plus five days (i.e., within five working days from the closure of the issue
Eligibility Conditions [Regulation sixty-one]
Conditions [Regulation sixty-two]
Record Date [Regulation sixty-eight]
OTHER REQUIREMENTS WITH RESPECT TO THE RIGHT ISSUE
Disclosures in the draft letter of offer and letter of offer [Regulation seventy]
Filing of the draft letter of offer and letter of offer [Regulation seventy-one]
Draft letter of offer and letter of offer to be available to the public [Regulation seventy-two]
Pricing [Regulation seventy-three]
Reservation [Regulation seventy-four]
Abridged Letter of Offer [Regulation seventy-five]
ASBA [Regulation seventy-five]
Availability of letter of offer and other issue materials [Regulation seventy-seven]
Credit of Rights Entitlements and Allotment of Specified Securities [Regulation seventy-seven A]
Conditions for making applications on plain paper [Regulation seventy-eight]
Underwriting [Regulation eighty-one]
Issue-related advertisements [Regulation eighty-four]
Subscription Period [Regulation eighty-seven]
Payment Option [Regulation eighty-eight]
Procedure for making a Rights Issue
Introduction of dematerialized Rights Entitlements (REs)
GENERAL OBLIGATIONS OF THE ISSUER AND THE INTERMEDIARY IN CASE OF PUBLIC ISSUE AND RIGHTS ISSUE
DOCUMENTATION FOR RIGHTS ISSUE
Formalities before Issue Opening - Right Issue
Post Issue Formalities - Right Issue
Checklist of documents for listing of securities issued pursuant to the Right Issue
Formalities for obtaining Trading approval
PREFERENTIAL ISSUE [CHAPTER FIVE OF SEBI (ICDR) REGULATIONS, twenty eighteen]
Conditions for Preferential Issue [Regulation one hundred sixty]
Issuers Ineligible to make Preferential Issue [Regulation one hundred fifty-nine]
Relevant Date [Regulation one hundred sixty-one]
Tenure of convertible securities [Regulation one hundred sixty-two]
Disclosures to Shareholders [Regulation one hundred sixty-three]
Allotment pursuant to special resolution [Regulation one hundred seventy]
One. Listed for more than ninety trading days
Two. Listed for less than ninety trading days
Pricing of infrequently traded shares [Regulation one hundred sixty-five]
Adjustments in pricing - Frequently or Infrequently traded shares
Special Provisions Related to Pricing in Preferential Issue of Shares of Companies having stressed Assets
Optional Pricing in preferential issue [Regulation one hundred sixty-four B]
Lock-in of specified securities [Regulation one hundred sixty-seven]
Transferability [Regulation one hundred sixty-eight]
Payment of consideration [Regulations one hundred sixty-nine]
Allotment [Regulation one hundred seventy]
Five. Brief particulars of the proposed preferential issue.
Seven. Confirmation by the Managing Director/ Company Secretary.
Brief particular of the proposed preferential issue are:
QUALIFIED INSTITUTIONS PLACEMENT [CHAPTER SIX OF SEBI (ICDR) REGULATIONS, twenty eighteen]
Eligible Securities for the purpose of QIP [Regulations one hundred seventy-one]
Monitoring agency [Regulation one hundred seventy-three A]
Appointment of Lead Managers [Regulation one hundred seventy-four]
Placement Document [Regulation one hundred seventy-five]
Pricing [Regulation one hundred seventy-six]
Partly Paid-up Eligible Securities
Tenure of Convertible Securities
Minimum Number of Allottees
APPLICATION AND ALLOTMENT
Documents required for hosting of Preliminary Placement Document on the Website of the Exchange
iii) a charitable society registered under the Societies Registration Act, eighteen sixty;
Access to Social Stock Exchange
Eligibility conditions for being identified as a Social Enterprise
Requirements relating to registration for a Not for Profit Organization
Fund raising by Social Enterprises
Contents of the fund raising document
GREEN SHOE OPTION PROCESS
Real Estate Investment Trusts
Difference between REITs and Mutual Funds
OFFER DOCUMENT AND ADVERTISEMENTS
GUIDELINES FOR PUBLIC ISSUE OF UNITS OF REITS
Allocation in public issue
Opening of an issue and subscription period
Allotment Procedure and Basis of Allotment
Public communications, publicity materials, advertisements and research materials
LISTING AND TRADING OF UNITS
INVESTMENT CONDITIONS AND DISTRIBUTION POLICY
DISTRIBUTION POLICY FOR UNITHOLDERS
BORROWING AND DEFERRED PAYMENTS
Borrowing Limits of REITs
RIGHTS AND MEETING OF THE UNIT HOLDERS
Seven. With respect to the right(s) of the unit holders,
GOVERNANCE NORMS FOR REITS
Secretarial Compliance Report
Quarterly Compliance Report on Corporate Governance
Grievance Redressal Mechanism
Liability for Action in case of Default
PARTICIPATION BY STRATEGIC INVESTOR(s) IN REITS
'Strategic Investor' means:
Participation by the 'strategic investors' in the public issue of the REITs
SMALL AND MEDIUM REITS (SM REITS) (CHAPTER FIVE B OF THE REGULATIONS)
Issue price of the units and utilisation of funds
Registration of SM REIT and Grant of Certificate
Migration of existing persons, entities or structures
Appointment of merchant banker
Conditions for initial offer
Filing of post issue report
Minimum public unit holding
Related party transactions
Rights and meetings of unit holders
POWER TO RELAX STRICT ENFORCEMENT OF THE REGULATIONS
A Difference between REITs and InvITs.
SEBI Infrastructure Investment Trusts Regulations, twenty fourteen.
Guidelines for Public Issue of Units of InviTs.
Listing and Trading of Units.
Governance Norms for InviTs.
A Power to relax strict enforcement of Regulations.
List of Further Readings.
Comparative Analysis InviTs vis-à-vis traditional investments.
Distinguish between REITs and InviTs.
Sponsors and Sponsors Group.
Difference between Sponsor or Sponsor Group of InvIT and Promoter of a Company.
List of Permissible Jurisdictions and International Exchanges are mentioned below:
SEBI (INFRASTRUCTURE INVESTMENT TRUSTS) REGULATIONS, twenty fourteen
Key Features of SEBI (InvIT) Regulations, twenty fourteen and Compliances
Maximum number of sponsors that InvITs can have and Unit holding obligation
Other Permissible Investments
Initial offer restrictions
Minimum Subscription Amount and unit size
The following conditions shall be considered before grant of registration:
OFFER AND LISTING OF UNITS
Issuance of Subordinate Units
Transfer of subordinate units
Entitlement date, entitlement event and performance benchmark
Progress related to achievement of performance benchmark
Process for reclassification of subordinate unit
GUIDELINES FOR PUBLIC ISSUE OF UNITS OF INVITS
Allocation in public issue
Opening of an issue and subscription period
Public communications, publicity materials, advertisements and research materials
GUIDELINES FOR PREFERENTIAL ISSUE OF UNITS BY INVITS
LISTING AND TRADING OF UNITS
INVESTMENT CONDITIONS AND DISTRIBUTION POLICY
RIGHTS AND MEETINGS OF THE UNIT HOLDERS
Right of Unit holders in InvITs
GOVERNANCE NORMS FOR INVITS
Secretarial Compliance Report
MINIMUM INFORMATION TO BE PLACED BEFORE BOARD OF DIRECTORS OF THE INVESTMENT MANAGER
POWER TO RELAX STRICT ENFORCEMENT OF THE REGULATIONS
Conditions for Category three AIFs
SEBI (ALTERNATIVE INVESTMENT FUNDS) REGULATIONS, twenty twelve
Question: In which legal forms can an AIF be set up?
Question: Can an AIF change its category pursuant to registration?
Online Filing System for Alternative Investment Funds
Foreign investment in Alternative Investment Funds
Modalities for filing of placement memorandum through a Merchant Banker
General Investment Conditions
Guidelines for Overseas Investment by Alternative Investment Funds / Venture Capital Funds
Conditions for Category One AIFs
In case the AIF is a Venture Capital Fund, the following additional conditions shall apply:
In case the fund is an SME Fund, the following additional conditions shall apply:
In case the fund is a Social Impact Fund, the following additional conditions shall apply:
In case the fund is an Infrastructure Fund, the following additional conditions shall apply:
Conditions for Category Two AIFs
Conditions for Category Three AIFs
Investment in an Angel Fund
Investment by Angel Funds
Obligations of Sponsors and Managers of Angel Fund
Investment in special situation funds
Investment by special situation funds
CORPORATE DEBT MARKET DEVELOPMENT FUND
Investment in the Corporate Debt Market Development Fund
Investment conditions for the Corporate Debt Market Development Fund
Governance Mechanism for the Corporate Debt Market Development Fund
Grievance Redressal Mechanism
OPERATIONAL AND PRUDENTIAL NORMS FOR ALTERNATIVE INVESTMENT FUNDS
Stages of Investment Financing
FOREIGN VENTURE CAPITAL INVESTORS
Maintenance of books and Records
B. List of documents to be submitted for Listing of units of AIF (Post allotment of units)
GUIDELINES ON DISCLOSURES, REPORTING AND CLARIFICATIONS UNDER THE AIF REGULATIONS
SEBI (Shares Based Employee Benefits and Sweat Equity) Regulations, twenty twenty-one
Advantages of Issuing Bonus Shares
A. Provisions pertaining to Bonus Issue under the Companies Act, twenty thirteen
Conditions for issue of Bonus Shares
Two. Rights of Fully or Partly Compulsorily Convertible Debt Instruments Holders
Three. Bonus out of Free Reserves
Four. Bonus issues not to be in lieu of Dividend
Five. Bonus issue in Dematerialised Forms
Six. Implementation of Proposal
CHECK POINTS FOR ISSUANCE OF BONUS SHARE
Documents required for listing approval for Bonus equity shares issued by the Companies
SEBI (SHARE BASED EMPLOYEE BENEFITS AND SWEAT EQUITY) REGULATIONS, twenty twenty-one
SCHEMES-IMPLEMENTATION AND PROCESS
Variation of Terms of the Schemes
Winding Up of the Schemes
Schemes implemented by unlisted companies
Compliances and conditions
Certificate from Auditors
ADMINISTRATION OF SPECIFIC SCHEMES
Employee Stock Purchase Scheme
Stock Appreciation Rights Scheme
General Employee Benefits Scheme
Retirement Benefit Scheme
PROVISIONS PERTAINING TO Employee Stock Option Plan/Employee Stock Purchase Scheme UNDER THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, twenty fifteen
Employee Stock Purchase Scheme/Employee Stock Option Scheme/Stock Appreciation Rights Scheme/General Employee Benefits Scheme/Retirement Benefit Scheme - PRE ISSUE AND POST ISSUE FORMALITIES
PROCEDURE FOR ISSUING ESOP BY A LISTED COMPANY
ISSUE OF SWEAT EQUITY SHARES
Which companies can issue sweat equity shares?
Difference between ESOP and Sweat Equity
A. Provisions pertaining to Sweat Equity Shares under the Companies Act, twenty thirteen
The expressions "Employee" means-
Whether Issue of sweat equity shares can be in the form of preferential Issue?
Definition of employee in relation to issue of sweat equity shares
Issue of sweat equity shares to employees
Maximum quantum of sweat equity shares
Pricing of sweat equity shares
Placing of auditor's certificate before annual general meeting
Ceiling on managerial remuneration
Lock-in of sweat equity shares
Applicability of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, twenty eleven
General Obligations of the Company
CHECK POINTS FOR ISSUANCE OF SWEAT EQUITY SHARES
PROCEDURE FOR THE ISSUANCE OF SWEAT EQUITY SHARES
An Overview on Listing and Issuance of Securities in International Financial Services Centre
International Financial Services Centres Authority (Fund Management) Regulations, twenty twenty-two - An Overview
Special Purpose Acquisition Company
BACKGROUND ON THE REGULATORY FRAMEWORK IN IFSC
INTERNATIONAL FINANCIAL SERVICES CENTRES AUTHORITY (ISSUANCE AND LISTING OF SECURITIES) REGULATIONS, twenty twenty-one
SALIENT FEATURES OF IFSCA (ISSUANCE AND LISTING OF SECURITIES) REGULATIONS, twenty twenty-one
Fast Track Follow-on Public Offer
RIGHTS ISSUES OR PREFERENTIAL ISSUES
START-UPS AND SMALL AND MEDIUM ENTERPRISES (SMEs)
In-Principle approval from Recognised Stock Exchange(s)
Listing without public offer
SPECIAL PURPOSE ACQUISITION COMPANY (SPAC)
REGULATORY FRAMEWORK FOR LISTING OF SPACS
Initial Disclosures in the Offer Document
IPO size and other requirements:
Underwriting for SPAC IPO
Application size and allotment requirements
Protection to investors of SPAC IPO through escrow account
Prospectus regarding proposed business combination
Redemption rights of shareholder
Conditions related to Business Combination
Post business combination
SECONDARY LISTING OF SPECIFIED SECURITIES
Listing with Public Offer
INITIAL PUBLIC OFFER OF DEPOSITORY RECEIPTS
Listing and Trading (Without Public Offer)
First Listing of Depository Receipts in IFSC
LISTING OF DEBT SECURITIES
Mandatory listing for issuers based in IFSC
Minimum subscription in case of private placement
ENVIRONMENT, SOCIAL AND GOVERNANCE (ESG) DEBT SECURITIES
Green/ Social/ Sustainability/ Sustainability-linked Bonds
Review of ESG debt securities
IFSCA FRAMEWORK ON LISTING OF ESG DEBT SECURITIES - AN OVERVIEW
Listing Obligations and Disclosure Requirements under IFSCA (Issuance and Listing of Securities) Regulations, twenty twenty-one
General obligation of compliance
Compliance Officer and his Obligations
Sustainable Finance at IFSC
IFSCA (Fund Management) Regulations, twenty twenty-two - An Overview
Raising of Funds from Debt and Procedural Aspects
Online Bond Platform Providers
Request for Quote (RFQ) Platform
Green Bonds and Greenwashing
Compliances as per SEBI NCS Regulations
SECTION - ONE INDIAN FUND BASED
IMPORTANT TERMINOLOGIES UNDER NCS REGULATIONS
Major reforms under the SEBI NCS Regulations
(a) Convertible Debenture
(b) Non-Convertible Debenture
(c) Partly Convertible Debenture
(d) Optionally convertible Debentures
(b) Registered Debentures
Eligibility criteria for issuers
Difference between Market Linked Debentures and Non-Convertible Debentures
B O N D s - A N I N T R O D U C T I O N
Role of Corporate bond markets
Various risks associated with Bond investment
ONLINE BOND PLATFORM PROVIDERS
Minimum Disclosure Requirements for each debt security offered for sale on the OBP
ELECTRONIC BOOK PROVIDER (EBP) MECHANISM
Primary Issuance of Debt Securities - EBP Mechanism
One. Eligible participants on the EBP Platform
Two. Issues of securities through the EBP platform
Seven. Bidding, allotment and settlement process:
Eight. Anchor portion within the base issue size:
Nine. Pay-in obligations:
Ten. Withdrawal of offer by an issuer:
Eleven. Responsibilities of various entities involved in the process:
Twelve. Obligations and duties of EBP:
Thirteen. CISA Audit of EBP Platform:
Benefits of EBP Mechanism
SECONDARY MARKET FOR DEBT SECURITIES: REQUEST FOR QUOTE (RFQ) PLATFORM
One. Basic features of the Request for Quote platform
Two. Securities eligible for being traded on the Request for Quote platform
Three. Mandatory trades on Request for Quote platform
Four. Permitting Stock Brokers on Request for Quote platform
GROWING IMPORTANCE OF THE ROLE OF COMPANY SECRETARY IN ENTITIES THAT HAVE LISTED CORPORATE BONDS
DISCLOSURE REQUIREMENTS FOR ISSUE AND LISTING OF GREEN DEBT SECURITIES
Initial Disclosure Requirements
Continuous Disclosure Requirements
Appointment of a Third Party Reviewer/ Certifier
Responsibilities of the issuer
Green Bonds and Greenwashing
Transition Bonds - Additional requirements for issuers
Amounts raised through municipal bonds
Introduction of an information database by SEBI for Municipal Bond issuers through a QR Code
COMPLIANCES AS PER SEBI NCS REGULATIONS
Issue related Compliances [Regulations five to twenty-three]
Issuers without track record
Specific obligations with respect to treatment of applicants [Regulation twenty-three]
Disclosures in the Offer Document [Regulations twenty-seven, twenty-eight and forty-five]
Advertisements for Public Issues [Regulation thirty]
Incentives [Regulation thirty-one]
Provisions of the Companies Act, twenty thirteen
Eligibility of a company to accept Deposits
Non-applicability of Section 73
Conditions for Acceptance of Deposits (Sec. 73)
NON-BANKING FINANCIAL COMPANIES (NBFCs)
What is a Non-Banking Financial Company (NBFC)?
Major Difference between Banks and NBFCs
Investigation powers of RBI vis-à-vis NBFCs
Classification of NBFCs based on supervision
Recent RBI reforms on risk based supervision
One. Re-Classification of Non-Banking Financial Companies
Two. Ceiling on Subscription through IPO
Three. Enhanced Governance
Four. Directors to have bank / NBFC experience
Five. Loans to Directors and Senior Officers
Six. Additional Disclosure Requirements
Seven. Internal Capital Adequacy Assessment Process
Eight. Core Financial Service Solution
Corporate Governance norms for NBFCs
Three. Constitution of Committees of the Board
Four. Fit and Proper Criteria
Five. Disclosure and transparency
Six. Rotation of partners of the Statutory Auditors Audit Firm
Seven. Framing of Internal Guidelines
Eight. Recent RBI diktat on cash disbursements:
BANK FINANCE- MOST COMMON WAY OF FUNDING FOR CORPORATES
Credit Facilities provided by the Banks
Fund Based Facilities and Non Fund Based Facilities
Difference between Hire-Purchase and Hypothecation
CREDIT FACILITIES (FUND BASED) GRANTED TO THE EXPORTERS BY BANKS
Pre-shipment or Packing Credit
Rupee Deemed Export Credit
FOREIGN CURRENCY EXPORT CREDIT
Pre-shipment credit in Foreign Currency
Post-shipment Credit in Foreign Currency (PSCFC)
Credit Default Swap (CDS)
Major differences between the old twenty thirteen CDS Guidelines of RBI and the new twenty twenty-two directions of RBI
Difference between Forfaiting and Factoring
Various methods of accessing Working Capital requirements of a business:
SECTION-TWO INDIAN NON FUND BASED
Types of Letter of Credit
PARTIES INVOLVED IN LETTER OF CREDIT FINANCE
Documents handled under Letters of Credit
Purpose of issuing Performance Bank Guarantee
Difference between Letter of Credit and Bank Guarantee
APPRAISAL METHODOLOGY FOR DIFFERENT TYPE OF NON FUND BASED CREDIT PRODUCTS
Assessment of Limit of Letter of Credit
Assessment of Limit of Bank Guarantee
Foreign Funding - Institutions
International Finance Corporation
International Monetary Fund
INTERNATIONAL AGENCIES AND DEVELOPMENT BANKS
INTERNATIONAL FINANCE CORPORATION
About International Finance Corporation
Functions of International Finance Corporation
Funding by International Finance Corporation
IFC's Strategic Alignment with the Sustainable Development Goals
Financing and Investment by Asian Development Banks
INTERNATIONAL MONETARY FUND
Objectives of International Monetary Fund
Financial Assistance by International Monetary Fund
Five Constituent Institutions under World Bank
Priorities of World Bank Group
Foreign Funding - Instruments, Laws and Procedures
REGULATORY FRAMEWORK IN INDIA
EXTERNAL COMMERCIAL BORROWING (ECB)
Issuance of Guarantee by Indian Banks and Financial Institutions
Parking of ECB proceeds abroad
Parking of ECB proceeds domestically
Changes in terms and conditions of ECB
A Monthly Reporting of actual transactions
Late Submission Fee for delay in reporting
Standard Operating Procedure for Untraceable Entities
Powers delegated to AD Category One banks to deal with ECB cases
Change of the AD Category One bank
Special Dispensations under the ECB Framework
ECB Facility for Startups
DEPOSITORY RECEIPTS SCHEME, twenty fourteen
Eligibility for Issue of Depository Receipts
Issue of Depository Receipts
Issue of FCCBs and Depository Receipts (DRs)
AMERICAN DEPOSITORY RECEIPTS (ADR) and GLOBAL DEPOSITORY RECEIPTS (GDR)
Two-Way Fungibility Scheme
Provisions under the Companies Act, twenty thirteen
Companies (Issue of Global Depository Receipts) Rules, twenty fourteen
Conditions for issue of depository receipts
Manner and form of depository receipts
Non-applicability of certain provisions of the Act
Reporting of FCCB/ADR/GDR Issues
PROCEDURE FOR ISSUANCE OF ADRs/GDRs
Approval of Board of Directors
Approval of Ministry of Finance - "In Principle and Final"
In-Principle Consent of Stock Exchanges for Listing of Underlying Shares
In-Principle Consent of Financial Institutions
B. Appointment of Intermediaries
The issuing company should appoint printers of international repute for printing Offer Circular.
D. Pre and Post Launch - Additional Key Actions
a. Constitution of a Board Sub-Committee
b. Selection of Syndicate Members
c. Constitution of a task force for due diligence
H. Timing, pricing and size of the Issue
J. Book building and pricing of the Issue
K. Closing of the Issue and Allotment
L. Investor Relation Programme
FOREIGN CURRENCY CONVERTIBLE BONDS
Benefits to the Issuer Company
Foreign Currency Convertible Bond and Ordinary Shares (Through Depository Receipt Mechanism) Scheme, Nineteen Ninety-Three
Difference between Foreign Currency Convertible Bonds and Global Depository Receipts
FOREIGN CURRENCY EXCHANGEABLE BONDS
CHECKLIST ON PRE ISSUE AND POST-ISSUE FORMALITIES FOR GDRs/ADRs/FCCBs
The Intermediaries associated with the Primary Market are:
Who is an Investment Adviser?
SEBI (Investment Advisers) Regulations, twenty thirteen
Responsibilities of an Investment Adviser
Redressal of client grievances
Administration and Supervision of IAs
Exemptions from registration under IA Regulations
Mandate for periodic reporting - latest reform on monitoring of Investment Advisors:
Major Developments or Amendments to be considered by Investment Advisers
Some of the key regulatory changes include:
B. Implementation services
C. Agreement between Investment Adviser and client
E. Eligibility Criteria for IAs
Mandate for periodic reporting - SEBI reform on monitoring of Investment Advisors:
Dealing in unregulated products by SEBI registered Investment Advisers
Liability for action in case of default
Summary of the provisions of SEBI (Investment Advisers) Regulations, twenty thirteen
Role of Merchant banker in an IPO
Responsibilities of Merchant bankers
Two. Co-ordination with other intermediaries - IPO
Three. Issuer's Domestic Counsel
Four. Underwriters Domestic Counsel
Five. International Counsel
Eight. Registrar to the Issue
Nine. Advertising / PR Agency
Eleven. Escrow collection Banks
Twelve. Self-Certified Syndicate Bank or SCSB
General Obligations and Responsibilities
Activities and Timeline - IPO
Two. Networth requirement of a portfolio manager
Fees for services rendered by a Portfolio Manager
Four. Investment rules for Portfolio Manager - for investment of clients' funds
Nine. Reports provided the portfolio manager
Ten. Disclosure mechanism of the portfolio managers to their clients
Eleven. Rules governing services of a Portfolio Manager
Twelve. Sources of information for investors - about portfolio managers
Thirteen. Complaints by investors
GENERAL RESPONSIBILITIES OF A PORTFOLIO MANAGER
ROLE OF A COMPANY SECRETARY
Co-ordination with intermediaries
Risk Assessment and Mitigation
Credit Risk Management in Project Finance
FACTORS AFFECTING THE COST OF PROJECT
Determination of the Project Cost
PROJECT APPRAISAL THROUGH FEASIBILITY AND DUE DILIGENCE (TECHNICAL, FINANCIAL AND LEGAL)
Importance of Project Appraisal
Due Diligence in Project Finance
A. Legal Feasibility and Due Diligence
B. Technical Feasibility and Due Diligence
Seven. Environment clearance
Financial Feasibility and Due Diligence
Checklist for Financial Due Diligence Report
One. Determination of the Project Cost:
III. Profitability Estimates:
IV. Projected Balance Sheet
V. Cash flow/Fund flow Statement
VI. Financial Risk Assessment
(b) Debt Service Coverage Ratio
(f) Internal Rate of Return
ROLE OF A COMPANY SECRETARY
Activity Flow Chart for Company Secretary
Two. Setting up a new food outlet
Project viability and research on innovation
Steps for viability check
Project viability in financial terms
Financial viability analysis of a construction project- an illustration
Cash Flow of the Project from two thousand thirty-four to two thousand thirty-nine
Philosophy behind the regulatory framework
The following are regulators in Indian Financial system:
Approvals/clearances required for doing business and corresponding agencies granting the same in India
Risk Types/Attributes in Project Management
Detailed Project Description
Risks Identification of Project of Highway Construction
Slight Risks in this project
CREDIT RISK MANAGEMENT IN PROJECT FINANCE
(iii) Execution of Legal Documents
PREPARATION OF DETAILED PROJECT REPORT (DPR)
Importance of the Project Report
Contents of the Project Report
Management and Promoters Background and their Appraisal
Things to consider while writing a DPR
One. Sectoral Background and the broad objective of the Project
Two. Definition of the Project and its Scope
Four. Institutional Framework of the Project
Five. Financial Structure of the Project
The Debt Component can be from:
Six. Phasing of the Project
Seven. Operation and Maintenance Planning of the Project
Eight. Assessment of Financial Viability of the Project
Nine. Social Cost Benefit Analysis of the Project
Limitations of the Project Report
PART TWO - CORPORATE FINANCE (sixty marks)