Sources of Foreign Capital
Sources of Foreign Capital
SUBMITTED BY:-
AAYUSH
SOURCES OF FOREIGN CAPITAL
INTRODUCTION
Most countries of the world which raced to the path of economic and industrial development
had to depend on foreign capital to some extent. Under developed countries like India have to
depend on foreign capital for financing their development programmes as they suffer from
low level of income and low level of capital accumulation. The degree of dependence,
however, varies from country to country depending upon its level of mobilization of domestic
capital, technology development, attitude of the government, etc. But the fact cannot be
denied that foreign capital contributes in many ways to the process of rapid economic growth
and industrialization.
Eligibility Criteria
An FII eligible to apply has to be:
1. An institution established or incorporated outside India as a pension fund or mutual fund or
investment trust;
2. An asset management company or nominee company or bank or institutional portfolio
manager, established or incorporated outside India and proposing to make investments in
India on behalf of a broad based fund.
3. A trustee or power of attorney holder established or incorporated outside India and
proposing to make investments in India on behalf of broad based funds. By an amendment in
October, 1996, university funds, endowments foundations or charitable trusts or charitable
societies were included.
Proprietary funds which are regulated in their home countries were also included under the
eligible list of FIIs later in February, 1997. A certificate for registration once issued is valid
for 5 years and can be renewed thereafter. FIIs are required to obtain permission under the
provisions of the FERA, 1973 in order to make investment in India.
Investment Restrictions
FIIs are permitted to invest only in the following securities.
1. Securities in the primary and secondary markets including share, debentures and warrants
of companies whether listed or to be listed on a recognized stock exchange in India including
OTC exchange of India.
2. Units of schemes floated by domestic mutual funds including UTI;
3. Dated government securities w.e.f. February, 1997;
4. Derivatives trade on a recognized stock exchange;
5. Commercial paper.
FIIs are now permitted to invest in unlisted companies. Transactions in government
securities, commercial paper including treasury bills shall be carried as per Reserve Bank of
India rules. All investments by FIIs are subject to government of India guidelines. The
general obligations and responsibilities of FIIs include appointment of a domestic custodian,
appointment of a designated bank, maintenance of proper books of accounts, record,
appointment of a compliance officer and submission of information, records or documents as
may be required by SEBI.
In case, FII fails to comply with any condition subject to which certificate has been granted
or contravenes any of the provisions of the Act then it shall be liable to the penalty of
suspension or cancellation of certificate as per SEBI (Procedure for Holding Enquiry Officer
and Imposing Penalty) Regulations, 2002. Government of India guidelines place no
restriction on the volume of investment minimum or maximum for the purpose of entry of
FIIs in the primary and secondary market and prescribes no lock in period of such
investments. Portfolio investments in primary or secondary markets initially were subject to a
ceiling of 24% of issued share capital for all the total holdings of all registered FIIs, in any
one company. The limit was enhanced to 30% w.e.f. April 1997. In 2001- 02 the government
raised this limit to 49% w.e.f September, 2001; the level of FDI in various sectors has been
raised to 74% or even beyond this in various sectors. The holdings of a single FII in any
company is subject to a ceiling of 10% of total issued capital.
Euro Issues
After the onset of the process of globalization of Indian economy, the govt. thought it
imperative to allow the companies in India to raise funds from foreign market in foreign
exchange. It may be noted that in case of foreign capital, the foreign exchange is involved, so,
it is controlled and regulated by the RBI and the govt. Euro issues are outside the ambit of
SEBI. In November1993, the govt. announced the scheme of issue of securities by Indian
companies in capital market Financial Management & International Finance abroad. This
scheme is known as “issue of foreign currency convertible bonds and ordinary shares scheme
1993”.The scheme has been reviewed and several amendments have been made in the
scheme from time to time.
The scheme has permitted Indian companies to two types of securities:
(a) Foreign currency convertible bonds, and
(b) Equity shares through depositary receipts.
The regulatory provisions of these securities are as follows:
Foreign Currency Convertible Bonds (FCCBs): The FCCB means bonds issued in
accordance with the relevant scheme and subscribed by a non-resident in foreign currency
and convertible into depositary receipts or ordinary shares of the issuing company in any
manner, either in whole or in part, on the basis of any equity related warrants attached to debt
instruments. A company seeking to issue FCCBs should have consistent track record of good
performance for a period of three years. The FCCBs are unsecured; carry a fixed rate of
interest and an option for conversion into affixed number of equity shares of the issuer
company. Interest on redemption price (if conversion option is no exercised) is payable in
dollars. Interest rates are very low by Indian domestic standards. FCCBs are denominated in
any freely convertible foreign currency, generally in US $.
FCCB has been popular with issuers. Local debt markets can be restrictive with
comparatively short maturities and high interest rates. On the other hand, straight equity may
cause a dilution in earnings, and certainly dilutions in control, which many share holders,
especially major family share holders, would find unacceptable. Thus the low many coupon
security which defers share holders dilution for several years in form of FCCB, can be
alternative to issuer.
Foreign investor also prefer FCCBs because of dollar denominated servicing, the conversion
option and the arbitrage opportunities presented by conversion of the FCCBs into equity at
discount on prevailing market price in India.
The major drawbacks of FCCBs are that the issuing company cannot plan capital structure as
it is not assured of conversion of FCCBs. Moreover, the projections for cash outflows at the
time of maturity cannot be made. In addition, FCCBs would result in creation of external debt
for the country, as there would be foreign exchange outflow from the country if conversion
option is not exercised by the investors. Some other regulations of FCCBs are 691
(1) Interest payment on bond, until the conversion option is exercised, shall be subjected to
TDS @ 10%
(2) Conversion of FCCBs into shares shall not give rise to capital gain in India.
(3) Transfer of FCCBs shall not give rise to capital gain in India.
Depository Receipts (DRs): A DR means any instrument in the form of depository receipt or
certificate created by the overseas depository bank outside India and issued to non-resident
investors against the issue of ordinary shares. In depository receipt, negotiable instrument
evidencing a fixed number of equity shares of the issuing company generally denominated in
U.S. $. DRs are commonly used by the company which sells their securities in international
market and expanding their share holdings abroad. These securities are listed and traded in
international stock exchanges. These can be either American depository receipt (ADR) or
global depositary receipt (GDR). ADRs are issued in case the funds are raised through retail
market in United States. In case of GDR issue, the invitation to participate in the issue cannot
be extended to retail US investors.
While DR is denominated in any freely convertible foreign currency, generally in US dollars
are issued by the depository in the international market, the underlying shares denominated in
Indian rupees are issued in the domestic market by the issuing company. These shares are
issued by the company are customized in the home market with the local bank called
custodian.
An investor has an option to convert the DR into fixed number of equity shares of Issuer
Company after a cooling period of 45 days. He can do so by advising the depository. The
depository in turn, will instruct the custodian about cancellation of DR and release the
correspondence shares in favour of non resident investor, for being sold directly on behalf of
the non-resident or being transferred in books of accounts of the issuing company in the name
of the non resident.
Once the underlying shares are released, the same cannot be recustodized. In addition, shares
acquired in open market cannot be custodized. Until such conversion the DRs, which are
negotiable, are traded on an overseas stock exchange, entitled for dividend in dollar but that
carry no voting rights, yield rupee dividend and are tradable on Indian stock exchanges like
another equity shares. Some other regulatory provisions are:
i. DR may be issued for one or more underlying shares.
ii. Dividend on shares will be subjected to TDS @10%.
iii. Transfer or trading of DR outside India will not give rise to any capital gain in India.
Some of the provisions relating to euro issues are as follows:
1. Euro issue shall be considered as direct foreign investment in the issuing company.
2. There is no limit on the number of euro issues to be floated by a company in one year.
3. Investment of proceeds of euro issues cannot be made in stock market and real estate.
However, the funds can be used for prepayment of scheduled payment of external
commercial borrowings.
4. Within the framework, GDR raising companies will be allowed full flexibility in deploying
the proceeds. Up to maximization of 25% of total proceeds may be used for general corporate
restructuring including working capital requirements of the company raising the GDR.
5. The company can be required to specify the proposed end uses of the issue proceeds at the
time of making their application, and will be required to submit the quarterly statement of
utilization of funds for the approved end uses, duly certified by the auditors.
6. Currently, companies are permitted to access foreign capital market through foreign
currency convertible bonds for (i) Restructuring of external debt which helps to lengthen
maturity and soften terms, and (ii) For end use of funds which confirm to the norms
prescribed by the govt. for external commercial borrowings (ECBs) from time to time.
In addition to these, not more than 25% of FCCB proceeds may be used for general corporate
restructuring including working capital requirements.
7. Companies will not permit to issue warrants along with their euro issue.
8. Companies may retain the proceeds abroad or may remit into India in anticipation of the
use of funds for approved end uses.
9. Both the in-principle and final approvals will be valid for three months from the date of
their respective issue.
Considering the funding requirements of unlisted companies, it has been decided to permit all
unlisted companies to float Euro/ADR issue provided they fulfil the three year track record
eligibility requirement. These unlisted companies floating GDR/ADR/FCCB issues would,
however, need to comply with the standard listing requirement of listing on the domestic
stock exchange within 3 years of having started making profit.
In February 2002, the government has allowed two-way fungibility of shares issued under
the euro issues. Two-way fungibility means reissue of ADR/GDR in place of shares which
were issued by way of conversions of ADR/GDR. Some of the regulatory provisions relating
to two way fungibility are:
a) Re-issuance of ADR/GDR would be permitted to the extent of ADRs/GDRs which have
been redeemed into underlying shares.
b) Transaction would be effected through SEBI registered brokers and under the RBI
guidelines.
c) The re-issuance of ADR/GDR will takes place through custodian
d) For creation of ADR/GDR the Indian broker will purchase the shares from stock
exchanges, for which money will come from overseas buyer.
e) Overseas depositor will issue ADR/GDR to the foreign investors.
f) A monthly report of two way fungibility is to be submitted to the RBI and SEBI.
g) The two-way fungibility process is demand driven and the company is not involved in it.
Since 1994, several companies have raised foreign capital through Euro issues (both FCCB
and DR). Some of these companies are Reliance, Dr. Reddy’s lab, Indian Rayon, etc.