Academic year:
Units and Topics
Syllabus
1 Introduction to Corporate Finance
- Finance
- Introduction
- Corporate Finance
- Meaning
- Definition
- Financing Decision
- Investment Decision
- Importance
- Helps in decision making
- Helps in Raising Capital for a project
- Helps in Research and Development
- Helps in smooth running of business firm
- Brings co-ordination between various activities
- Promotes expansion and diversification
- Managing Risk
- Replace old assets
- Payment of dividend and interest
- Payment of taxes/fees
- Capital Requirements
- Fixed Capital
- Capital Structure
- Definition
- Components
- Equity share capital
- Preference share capital
- Retained earnings
- Borrowed capital
1 Business Finance
- Concept of Business Finance
- Role and Objectives of Financial Management
- Importance of Financial Planning
- Concept of Capital Structure
- Meaning of Capital Structure
- Factors of Capital Structure
- Concept of Fixed and Working Capital
- Meaning and Features of Fixed and Working Capital
- Factors Affecting Fixed and Working Capital Requirements
- Business Finance – Meaning, role, objectives of financial management.
- Financial planning – Meaning and importance.
- Capital structure – Meaning and factors.
- Fixed and working capital – Meaning and factors affecting their requirements
2 Sources of Corporate Finance
- Sources of Corporate Finance
- Sources of Owned Capital
- Shares
- Features of Shares
- Equity Shares
- Preference Shares
- Retained Earnings
- Determinants of retained earnings
- Total earnings of company
- Taxation Policy
- Dividend Policy
- Government Control
- Shares
- Sources of Borrowed Capital
- Debentures
- Features
- Promise
- Face Value
- Time of Repayment
- Priority of Repayment
- Assurance of Repayment
- Interest
- Parties to Debentures
- Authority to issue debentures
- Status of Debentureholder
- No Voting Right
- Security
- Issuers
- Listing
- Transferability
- Types of Debentures
- Secured debentures
- Unsecured debentures
- Registered Debentures
- Bearer Debentures
- Redeemable Debentures
- Irredeemable Debentures
- Convertible Debentures
- Non-convertible Debentures
- Bonds
- Features
- Nature of Finance
- Status of bondholder
- Return on bonds
- Repayment
- Commercial Banks
- Overdraft
- Cash Credit
- Cash loans
- Discounting bills of exchange
- Financial Institutions
- Development Banks
- Financial Institutions
- Investment Institutions
- State Level Institutions
- Debentures
2 Sources of Business Finance
- Nature and Significance: Financial Requirements and Sources
- Methods of Raising Finance
- Types of Shares - Preference Shares Equity Shares
- preference shares
- equity shares
- Debentures and Bonds
- Retained Profits
- Public Deposits
- Loans from Commercial Banks and Financial Institutions
- Meaning and Features of Loans from commercial banks and Financial Institutions
- Sources of Business Finance - Trade Credit
- Discounting of Bills of Exchange
- Meaning of Global Depository Receipt (GDR)
- Meaning of American Depository Receipt (ADR)
- Nature and significance: Financial requirements and sources.
- Methods of raising finance
- Equity and preference shares
- Debentures and Bonds
- Retained profits
- Public deposits
- Loan from commercial banks
- Loan from financial institutions
- Trade credit
- Discounting of bills of Exchange
- Global Depository Receipt,
- American Depository Receipt.
3 Issue of Shares
- Classification of Share Capital
- Authorised/Nominal or Registered Capital
- Issued and Unissued Capital
- Subscribed and Unsubscribed Capital
- Called-up Capital, Uncalled Capital and Reserve Capital
- Paidup Capital and Calls in Arrears
- Issue of Shares
- Methods of Issue of Shares
- Public Issue or Public Offer of Shares
- Fixed Price Issue Method
- Book-Building Method
- Initial Public Offer
- Further Public Offer
- Offering Shares to Existing Equity Shareholders
- Rights Issue
- Bonus Issue/Bonus Share
- Offering Shares to existing employees
- Employee Stock Option Scheme (ESOS)
- Employee Stock Purchase Scheme (ESPS)
- Stock Appreciation Rights Scheme (SARS)
- Sweat Equity Shares
- Private Placement
- Preferential Allotment
- Allotment of Shares
- Provisions/Conditions for Allotment of Shares
- Statutory Provisions
- General principles
- Procedure for Allotment of Shares
- Appointment of Allotment Committee
- Hold Board Meeting to Decide Basis of Allotment
- Pass Board Resolution for Allotment
- Collection of Allotment Money
- Arrangement Relating to Letters of Renunciation
- Arrangement Relating to Splitting of Allotment Letters
- File Return of Allotment
- Prepare Register of Members and Issue Share Certificate
- Share Certificate
- Calls on Shares
- Forfeiture of Shares
- Accounting treatment for forfeiture of shares
- Re-issue of Forfeited Shares.
- Surrender of Shares
- Transfer of Shares
- Refusal to transfer shares
- Blank Transfer
- Forged Transfer
- Transmission of Shares
3 Role of a Secretary in the Capital Formation Part 1
- Meaning of Issue of Shares at Par, Premium and Discount, at Bid Price
- Meaning of Initial Public Offer
- Meaning of Bonus Issue
- Meaning of Rights Issue
- Meaning of Employee Stock Option Scheme
- Meaning of Private Placement
- Issue of Shares – Procedure
- Issue of Prospectus
- Receipt of Applications
- Allotment of Shares
- Allotment
- Meaning
- conditions for valid allotment, procedure
- Transfer and Transmission of Shares
- Meaning
- provisions
- procedure and difference
- Issue of Share Certificate and Share Warrant
- Meaning of issue of shares at par, premium and discount, at bid price
- Meaning of Initial public offer.
- Meaning of bonus issue
- Meaning of rights issue
- Meaning of Employee stock option scheme
- Meaning of private placement.
- Issue of shares – procedure
- Allotment – Meaning, conditions for valid allotment, procedure
- Transfer and Transmission of shares – Meaning, provisions, procedure, difference.
- Issue of share certificate and share warrant – Meaning, provisions, procedure, difference.
4 Issue of Debentures
- Regulations Governing Issue of Debentures
- Provisions for Issue of Debentures as per Companies Act, 2013
- No voting rights
- Types of Debentures
- Payment of interest and redemption
- Debenture Certificate
- Create Debenture Redemption Reserve
- Appoint of Debenture Trustees
- Debentures Trustees can approach NCLT
- Impose restrictions
- Punishment for contravention of provisions of the Companies Act
- Provisions for Issue of Debentures as per Companies (Share Capital and Debentures) Rule 2014
- Tenure of secured debentures
- Create charge on assets
- Appointment of Debenture Trustees
- Create Debenture Redemption Reserve
- Requirements as per SEBI
- Minimum subscription
- Retention of over subscription
- Underwriting
- Credit Rating
- Procedure for Issue of Debentures
- Pass Resolution in Board Meeting.
- Hold Extra-ordinary General Meeting (E.G.M.)
- Filing with Registrar of Companies.
- Obtain Credit Rating.
- Enter into Underwriting Agreement.
- Issue Prospectus / Offer Letter / Letter of Offer
- Open Separate Bank Account.
- Receiving Application Money.
- Hold Board Meeting.
- Issue of debenture certificate.
- Make Entries in the Register of Debenture
- Debentures Trustees
- Debenture Trust Deed
4 Role of a Secretary in the Capital Formation Part 2
- Issue of Debentures with Terms of Redemption
- Deposits
- invitation,
- acceptance,
- renewal,
- repayment,
- default and remedies
- Depositories and Dematerialization of Securities - Meaning
- Importance of Depositories and Dematerialization of Securities
- Procedure of Depositories and Dematerialization of Securities
- Secretarial Duties in Issuing Securities in Dematerialized Form
- Issue of debentures – procedure, conversion and redemption of debentures.
- Deposits – invitation, acceptance, renewal, repayment, default and remedies
- Depositories and dematerialization of securities – meaning, importance, procedure, secretarial duties in issuing securities in dematerialized form
5 Declaration and Payment of Dividend
- Meaning of Dividend
- Provisions Related to Ascertainment of Dividend
- Declaration of Dividend and Payment of Dividend
- Procedure of Payment of Dividend
- Provisions Regarding Unpaid / Unclaimed Dividend
- Interim and Final Dividend
- Meaning and difference of Interim and Final Dividend
- Meaning
- Provisions related to ascertainment of dividend, declaration of dividend and payment of dividend.
- Procedure of payment of dividend.
- Provisions regarding unpaid / unclaimed dividend
- Interim and final dividend – Meaning and difference
5 Deposits
- Sources of Borrowed Capital
- Terms and Conditions for Acceptance of Deposits
- Amount of Deposit
- Period / Tenure of Deposit
- No demand deposit
- Secured or Unsecured Deposit
- Application Form
- Joint names
- Nomination
- Circular or Advertisement
- Appointment of Deposit Trustee
- Create charge on assets
- Deposit Insurance
- Obtain credit rating
- Open Deposit Repayment Reserve Account
- Deposit Receipt
- Register of Deposit
- Return of Deposit
- Interest
- Right to alter the Terms and Conditions
- Disclosure in financial statements
- Punishment
- Procedure for Accepting Deposits from Public
- Hold Board Meeting
- Hold a General Meeting
- Hold Board Meeting
- Appoint Banker
- Obtain Credit Rating
- Appoint Deposit Trustee
- Take Deposit Insurance
- File a copy of advertisement with Registrar of companies
- Advertisement to the public
- Upload the advertisement on the company’s website
- Collect application form and money
- Issue Deposit Receipt
- Create charge on assets
- Make entries in Register of Deposits
- File Return of Deposits with Registrar of Companies
- Procedure for Accepting Deposit from Members
- Hold Board Meeting
- Hold a General Meeting
- Hold Board Meeting
- Appoint Banker
- Obtain Credit Rating
- Appoint Deposit Trustee
- Take Deposit Insurance
- File a copy with Registrar of Companies
- Issue circular to members
- Upload circular on company’s website
- Collect application form and money
- Issue of Deposit Receipt
- Create charge on assets
- Make entries in Register of Deposits
- File Return of Deposits
6 Correspondence with Members
- Precautions to Be Taken by the Secretary While Corresponding with Members
- Correct Information
- Lucid Language
- Prompt Response
- Secrecy
- Politeness (Courtesy)
- Legal matters
- Consideration
- Image of the Company
- Circumstances Under Which a Secretary Has to Enter into Correspondence with Members
- Specimen Letters
- Letter for issue of Share Certificate
- Payment of Dividend
- Letter for issue of Bonus Shares
- Reply Letter
6 Correspondence of Company Secretary with Members, Debenture Holders and Depositors
- Allotment of Shares
- Provisions/Conditions for Allotment of Shares
- Statutory Provisions
- General principles
- Procedure for Allotment of Shares
- Appointment of Allotment Committee
- Hold Board Meeting to Decide Basis of Allotment
- Pass Board Resolution for Allotment
- Collection of Allotment Money
- Arrangement Relating to Letters of Renunciation
- Arrangement Relating to Splitting of Allotment Letters
- File Return of Allotment
- Prepare Register of Members and Issue Share Certificate
- Regret Letter
- Lodgement Notice
- Approval / Refusal of Transfer of Shares
- Issue of Bonus Shares
- Distribution of Dividend - Notice
- Company Secretary - Redemption of Debentures
- Company Secretary - Allotment of Debentures
- Company Secretary - Conversion of Debentures into Shares
- Payment of Interest on Debentures
- Letter Thanking the Investor for Deposits
- Company Secretary - Payment of Interest (Basic Information of TDS to Be Given)
- Company Secretary - Renewal of Deposits
- Company Secretary - Repayment of Deposits
- Allotment of shares
- Regret letter
- Lodgement notice
- Approval / Refusal of Transfer of shares
- Issue of bonus shares
- Distribution of dividend – notice
- Allotment of debentures
- Redemption of debentures
- Conversion of debentures into shares
- Payment of interest on debentures
- Letter thanking the investor for deposits
- Payment of interest (Basic information of TDS to be given)
- Renewal of deposits
- Repayment of deposits
7 Correspondence with Debentureholders
- Precautions to Be Taken by the Secretary While Corresponding with Debenture Holders
- Politeness (Courtesy)
- Prompt Response
- Legal provisions
- Transparency
- Conciseness
- Precise Information
- Secrecy
- Image and Goodwill of the company
- Circumstances Under Which a Secretary Has to Enter into Correspondence with Debenture Holders
- Correspondence with Debentureholders - Specimen Letters
- Letter of Allotment of Debentures
- Payment of Interest
- Conversion of Debentures
- Redemption of Debentures
7 Financial markets
- Concept of Financial Markets
- Meaning and Features of Financial Markets
- Function of Financial Markets
- Capital Market and Its Types -(Primary and Secondary)
- Money Market and Its Instruments
- Distinction Between Capital Market and Money Market
- Securities and Exchange Board of India (SEBI)
- Objectives of the Securities and Exchange Board of India (SEBI)
- The function of the Securities and Exchange Board of India (SEBI)
- stock exchanges, stockbrokers, merchant bankers, depositories, mutual funds, and credit rating agencies.
- Stock Exchange
- Functions of Stock Exchange
- Trading Procedure of Stock Exchange
- Major Stock Exchanges in India (BSE, NSE, DSE, ASE)
- Types of Stock Exchanges in India
- Location of Stock Exchanges in India
- Concept of Financial market
- Money market – nature, instruments.
- Capital market- nature and constituents – primary and secondary market.
- Distinction between capital market and money market.
- Stock Exchange – meaning, functions, BSE, NSEI, Trading procedure.
- Securities Exchange Board of India (SEBI) objectives, functions.
8 Correspondence with Depositors
- Precautions to Be Taken by the Secretary While Corresponding with Depositors
- Legal Provisions
- Courtesy
- Prompt Response
- Accuracy
- Image and Goodwill
- You Attitude
- Conciseness
- Maximum Secrecy
- Circumstances Under Which a Secretary Has to Enter into Correspondence with Depositors
- Correspondence with Depositors - Specimen Letters
- Thanking depositors for depositing amount with the company
- Payment of Interest
- Renewal of Deposit
- Repayment of Deposit
9 Depository System
- Depository System
- Meaning
- Importance
- Benefits
- To Investors
- Elimination of Risk
- Safety
- Easy Transfer of shares
- Updates and Intimation
- Security against Loan
- No concept of ‘Lots’
- Nomination Facility
- Automatic Credit
- To Companies
- Up-to-date Information
- Reduction in costs and efforts
- Better Investor - Company Relationships
- International Investment
- Constituents of Depository System
- The Depository
- Depository Participant (DP)
- The Beneficial Owner (BO)
- The Issuer Company
- Concepts/Terms Related to Depository System
- Dematerialization
- Rematerialization
- Fungibility
- International Securities Identification Number (ISIN)
- Functioning of Depository System
- In case of conversion of physical certificates into electronic/ Dematerialisation Process
- In case of IPO (Initial Public Offer)
- In case of transfer of securities under the Depository system
- Depositories in India
- NSDL
- CDSL
10 Dividend and Interest
- Dividend
- Meaning
- Definition
- Features of Dividend
- Legal Provisions on Dividend
- Legal Provisions on sources of dividend
- Legal Provisions for declaration of dividend
- Legal provisions for payment of dividend
- Unpaid and Unclaimed Dividend
- Modes of Payment of Dividend
- Interim Dividend
- Interest
- Meaning
- Features
11 Financial Market
- Concept of Financial Markets
- Meaning and Features of Financial Markets
- Function of Financial Markets
- Capital Market and Its Types -(Primary and Secondary)
- Money Market and Its Instruments
- Functions of Financial Market
- Transfer of Resources
- Productive usage
- Enhancing Income
- Capital Formation
- Price determination
- Sale Mechanism
- Mobilizing Funds
- Liquidity
- Easy access
- Industrial development
- Types of Financial Market
- Money Market
- Meaning
- Features
- Important participants
- Reserve Bank of India
- Central and State Government
- Public Sector Undertakings (PSU)
- Scheduled Commercial Banks
- Insurance Companies
- Mutual Funds
- Non-Banking Finance Companies (NBFCs)
- Corporates
- Primary Dealers
- Instruments
- Call money and Notice money
- Treasury Bills (T-Bills)
- Trade Bills/ Commercial Bills
- Commercial Papers (CPs)
- Certificate of Deposits (CDs)
- Government Securities
- Repo or Repurchase Agreement
- Money Market Mutual Funds (MMMFs)
- Secondary Market
- Meaning
- Features
- Link between investors and borrowers
- Deals in medium and Long-term investment
- Presence of Intermediaries
- Promotes capital formation
- Regulated by government rules, regulations and policies
- Deals in marketable and non-marketable securities
- Variety of Investors
- Risk
- Instruments
- Equity shares
- Preference shares
- Debentures
- Bonds
- Government securities
- Public Deposits
- Types
- Government Securities Market or Gilt edged markets
- Industrial Securities Market
- Primary or New Issues Market
- Secondary Market
- Money Market
12 Stock Exchange
- Stock Exchange
- Meaning
- Definitions
- Management of Stock Exchange
- Organization Structure of Stock Exchanges in India
- Membership of Stock Exchange
- Functions of Stock Exchange
- Mobilisation of Savings
- Capital formation
- Pricing of Securities
- Economic Barometer
- Protecting Interest of Investors
- Liquidity
- Better Allocation of Capital
- Contributes to Economic Growth
- Providing Scope for Speculation
- Promotes the Habit of Savings and Investment
- Major Stock Exchanges in India
- Bombay Stock Exchange (BSE)
- National Stock Exchange (NSE)
- Important Terms Related to Stock Exchange
- Broker
- Jobber
- Bull (Tejiwala)
- Bull (TejiwalBear (Mandiwala)
- Stag
- Lame Duck
- Wolves
- Settlement
- Contract Note
- Trading Ring
- Insider Trading
- Day Trading
- Sensex
- Nifty
- Rally
- Crash
- Market capitalisation
- Stop-loss
- Securities and Exchange Board of India (SEBI)
- Functions of SEBI
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