Chapter 3
Chapter 3
Chapter 3
Essential Reading:
• Shapiro Alan. C.(2012), Multinational Financial Management(9ed), Prentice
Hall, New Delhi.
Recommended Reading
1. Apte P.G (2011) , International Financial Management(6 ed), Tata McGraw Hill,
New Delhi.
2. Jeevanandam. C. Foreign Exchange and Risk Management. New Delhi: Sultan
Chand & sons.
3. Vij, M (2010). International Financial Management (3 ed). New Delhi: Excel
Books
Company Formation
1. Promotion of the company
2. Registration of the company
3. Certificate of incorporation
4. Commencement of the business
Promotion of the company
• The plan to start a company is brought into reality by this step.
Business ideas are brought into the frame in this step. The
promoter has a very important role at this stage.
• Promoter is a person who is starting with the stages of
formation of a company and is concerned with the promotion
of the business. he would be the person who would be
pitching in the business idea, finding out ways to fund his
business . that person would start the legal procedure for the
incorporation of the company. they would appoint the board
of directors and bankers for the company.
Now there are mainly 4 types of promoters
• Professional promoters- They promote the company in the
initial stage and as soon as the company is incorporated and
has a good position in the market the company would be
handed over to its shareholders.
• Occasional promoters- As the name suggests are not very
active in the promotion of the company. they might be
promoters of a few other companies. they are only involved in
the important affairs of the company.
• Financial promoters- Venture capitalists would invest money
or capital into a venture and hold an important stake in the
venture. They hold a strong power over the working of the
company.
• Managing agents as promoters of the company- These
promoters would float new companies in India. They would
get managing agency rights in return.
Registration of The Company
According to the Companies Act, 2013;
• Memorandum of Association- The Memorandum of Association has to be signed
by the owners of the company. In the case of a public company, a minimum of 7
people has to sign the Memorandum of Association . In the case of a private
company, only two people have to sign it at a minimum.
• Articles of Association- It is also required to sign the Article of Association. Those
who have signed the Memorandum of Association are required to sign the Articles
of Association.
• List of Directors- In the next step the list of directors and their details have to be
prepared and it should be filed with the registrar of the companies.
• Written consent of the directors- The directors who have been selected should
write a written consent in which they agree to be the director of the company. This
has to be filed with the Registrar of Companies.
• Notice of address of the registered office- In this step the address of the registered
office has to be filed.
• Statutory declaration – A statutory declaration has to be made by any advocate
of the supreme court or the high court or the person who is the director,
secretary, or any practicing chartered accountant or manager of the company.
This has to be filed with the Registrar of Companies.
• Payment of Fee: Along with document mentioned above, required fees have to be
paid for the registration of the company.
• The registrar of the Company would then check all the documents and then would
verify them. If they are satisfied with the documents, then they would issue a
certificate called the certificate of incorporation.
Certificate of Incorporation
• Features:
• Equity share capital remains with the company. It is given back only
when the company is closed.
• Equity Shareholders possess voting rights and select the company's
management.
• The dividend rate on the equity capital relies upon the obtain ability of
the surfeit capital.
Types of equity shares
• Authorized Share Capital- This amount is the highest amount an organization can
issue. This amount can be changed time as per the companies recommendation
and with the help of few formalities.
• Issued Share Capital- This is the approved capital which an organization gives to
the investors.
• Subscribed Share Capital- This is a portion of the issued capital which an investor
accepts and agrees upon.
• Paid Up Capital- This is a section of the subscribed capital, that the investors give.
Paid-up capital is the money that an organization really invests in the company’s
operation.
• Right Share- These are those type of share that an organization issue to their
existing stockholders. This type of share is issued by the company to preserve the
proprietary rights of old investors.
• Bonus Share- When a business split the stock to its stockholders in the dividend
form, we call it a bonus share.
• Sweat Equity Share- This type of share is allocated only to the outstanding workers
or executives of an organization for their excellent work on providing intellectual
property rights to an organization.
PREFERENCE SHARES
Preference shares, also known as preferred stock, is an exclusive
share option which enables shareholders to receive dividends
announced by the company before the equity shareholders.
• Redeemable Preference Shares: Redeemable preference shares are shares that can be repurchased
or redeemed by the issuing company at a fixed rate and date. These types of shares help the
company by providing a cushion during times of inflation.
• Non-redeemable Preference Shares: Non-redeemable preference shares are those shares that
cannot be redeemed during the entire lifetime of the company. In other words, these shares can
only be redeemed at the time of winding up of the company.
• Convertible Preference Shares: Convertible preference shares are a type of shares that enables the
shareholders to convert their preference shares into equity shares at a fixed rate, after the expiry
of a specified period as mentioned in the memorandum.
• Non-convertible Preference Shares: These type of preference shares cannot be converted into
equity shares. These shares will only get fixed dividend payout and also enjoy preferential dividend
payout during the dissolution of a company.
Benefits of Owning Shares
• Dividends
• Capital Gains
• Shareholder Benefits
• Right to Subscribe for New Shares
• Right to Vote
The Risks of Owning Shares
• Price and Market Risk
• Liquidity Risk
• Issuer Risk
• Foreign Exchange Risk
Corporate Actions
Corporate actions can be classified into the following three types.
1. A mandatory corporate action is one mandated by the company, not
requiring any intervention from the shareholders or bondholders. The
most obvious example of a mandatory corporate action is the payment of
a dividend, since all shareholders automatically receive the dividend.
2. A mandatory corporate action with options is an action that has some
sort of default option that will occur if the shareholder does not intervene.
However, until the date at which the default option occurs, the
individual shareholders are given the choice to select another option.
3. A voluntary corporate action is an action that requires the shareholder
to make a decision. An example is a takeover bid – if the company is
being bid for, each individual shareholder will need to choose whether to
accept the offer or not.
Types of Corporate Action
• Rights Issue
• Open Offers (An open offer is made to existing shareholders
and gives the holders the opportunity to subscribe for
additional shares in the company or for other securities,
normally in proportion to their holdings)
• Bonus Shares
• Stock Splits and Reverse Stock Splits (A stock split involves
sub-dividing or splitting each share into a number of shares. A
reverse split or consolidation is the opposite of a split: shares
are combined or consolidated.)
• Dividends
• Mergers and takeovers
BONDS
• A bond is, very simply, a loan.
• A company or government that needs to raise money to
finance an investment could borrow money from its bank or,
alternatively, it could issue a bond to raise the funds it needs
by borrowing from the investing public.
• With a bond, an investor lends in return for the promise to
have the loan repaid on a fixed date and (usually) a series of
interest payments. Bonds are commonly referred to as loan
stock, debt or (in the case of those which pay fixed income)
fixed-interest securities.
Characteristics of Bonds
• Face Value/Par Value
• Coupon (The Interest Rate)
• Maturity
• Bond Security
When a company is seeking to raise new funds by way of a bond issue, it will
often have to offer security to provide the investor with some guarantee for the
repayment of the bond. The greater the security offered, the lower the cost
of borrowing should be. The security offered may be fixed or floating. Fixed
security implies that specific assets (eg, a building) of the company are charged
as security for the loan. A floating charge means that the general assets of the
company are offered as security for the loan; this might include cash at the
bank, trade debtors or stock.
• Redemption Provisions
A corporate bond will have a call provision which gives the issuer the option to
buy back all or part of the issue before maturity. This is attractive to the issuer
as it gives it the option to refinance the bond.
Zero coupon bonds
A zero-coupon bond, also known as an accrual bond, is a debt security that does not pay
interest but instead trades at a deep discount, rendering a profit at maturity, when the bond
is redeemed for its full face value.
The euro bond market offers a number of advantages over a domestic bond
market that make it an attractive way for companies to raise capital,
including: