UNIT-II FINANCIAL MARKETS AND OPERATIONS

After learning this chapter, the student should be able to

 Identify the differences between New Issus Market and Secondary Market.
 Understand how the shares are traded in the stock markets.
 Understand the regulatory structure of Indian Financial Market.
 Understand how the New Issues are priced in the market.
 To know the clearing and settlement mechanism of stock exchanges.
 Understand the grievance redressal system available for investors.

Introduction

The capital market is the barometer of any country’s economy and provides an
effective mechanism for capital formation. The capital market may be defined as an
organized mechanism for effective and efficient transfer of money-capital or financial
resources from the investing parties i.e. individual or institutional savers to the entrepreneurs
engaged in industry or commerce in the business either in the private or public sectors of an
economy. Primary market and Secondary market are two segments of capital market. The
New Issue Market or primary market deals with the new securities which were nor previously
available to the investing public, i.e the securities that are offered to the investing public for
the first time. New issue market provides opportunity to issuers of securities, Government as
well as corporates, to raise resources to meet their requirements of investment and/or
discharge some obligation. The issuers create and issue fresh securities in exchange of funds
through public issues and/or as private placement. They may issue the securities at face value,
or at a discount/ premium and these securities may take a variety of forms such as equity,
debt or some hybrid instrument. They may issue the securities in domestic market and/or
international market through ADR/GDR/ECB route.
Functions of New Issue Market

The main function of a new issue market is to facilitate transfer of resources from
savers to the users. The savers are individuals, commercial banks, insurance companies etc,
The users are public limited companies and the government. The new issue market plays an
important role of mobilising the funds from the savers and transfers them to borrowers for
production purposes, an important requisite of economic growth. The main function of a new
issue market are divided in to three are as follows.
 a) Origination

Origination refers to the work of investigation, analysis and processing of new project
proposals. It starts before an issue is actually floated in the market. There are two
aspects in this function.
i) A careful study of the technical, economic and financial viability to ensure soundness
of the project.
ii) Advisory service which improve the quality of capital issues and ensures its success.

b) Underwriting

Underwriting is an agreement whereby the underwriter promises to subscribe to

specified number of shares or debentures or a specified amount of stock in the event
of public not subscribing to the issue. If the issue is fully subscribed, then there is no
liability for the underwriter. If a part of share issues remains unsold, the underwriter
will buy the shares. Thus, underwriting is a guarantee for the marketability of shares.

c) Distribution
The sale of securities to the ultimate investors is referred to as distribution; it is
another specialised job, which can be performed by brokers and dealers in securities
who maintain regular and direct contact with the ultimate investors. The ability of the
New Issue Market to cope with the growing requirements of the expanding corporate
sector would depend on this triple-service function.
Advantages of New Issue Market
 Company need not repay the money raised from the market.
 Money has to be repaid only in the case winding up of buyback of shares.
 There is no financial burden, because it does not involve interest payment. If the
company earns profit, dividend may be paid.
 Better performance of the company enhances the value for the shareholders.
 It enables trading and listing of securities at stock exchanges.
 There is greater transparency in the corporate governance.

Disadvantages of New Issue Market

i)Aggressive Pricing
This is the major cause for the sorry state of affairs in the primary market. The near complete
freedom given to the issuers and the merchant bankers to fix the premium following the
repeal of Capital Issue Act resulted in high premium, sharp erosion of 76 post listing prices
and very little scope for appreciation. This made the investors to shy away from the market.
ii) Poor Liquidity
The poor quality of the primary issues has contributed to a growing inactive list in the stock
market.
iii) Low Returns
Non-implementation of projects, delays, changes in the scope and scale of projects to justify
the cost and non-attainment of projected earnings have resulted in the fall in listing price.
iv) Low Volume
The scrips that are traded in the market, the number of transactions and the amount traded are
so low that an investor wanting to sell the scrip would have difficulty in doing so.
Methods of Floating New Issues in the Primary Market
a) Public Issue
Public Issue The most popular method for floating the issues in new issue market is through
"prospectus" which is viewed as a legal document. A common method followed by corporate
enterprises to raise capital through the issue of securities is by means of a prospectus inviting
subscription from the public. Under this method, the issuing companies themselves offer
directly to the general public a fixed number of shares at a stated price known as the face
value of the securities. Public issues can be further classified into Initial Public Offerings
(IPOs) and Further Public Offerings (FPOs). The prospectus must state the following
 Name of the company
 Address of the registered office of the company.
 Existing and proposed activities of the company.
 Names of the directors.
 Authorised and proposed issue capital to the public
 Dates of opening and closing the subscription list.
 Minimum subscription
b) Offer for Sale
Under this method, instead of issuing company itself offering its shares directly to the public,
it offers through the sponsoring intermediary of issue houses/merchant banks/investment
banks or firms of stockbrokers are hired to offer the share to the public. It is a method of
floatation of share through an “intermediary” and “indirectly” through an issue house for
converting the private company into public company.
c) Private Placement
In this method the issue is placed with a small number of financial institutions, corporate
bodies and high net worth individuals. The financial intermediaries purchase the shares and
sell them to investors at a later date at a suitable price. The stock is placed with issue house
client with the medium of placing letter and other documents which taken together
contribute a prospectus, giving the information regarding the issue. The special feature of
the private placement is that the issues are negotiated between the issuing company and the
purchasing intermediaries. Listed public limited company as well as closely held private
limited company can access the public through the private placement method.
d) Rights Issue
It means an issue of capital to be offered by the company to its existing shareholders through
a letter of offer, under section 81 (1) of the Companies Act 1956. A listed company issues
fresh securities to its existing shareholders only. The rights are offered in a specified ratio to
number of securities held prior to the issue by the shareholder. The ratio is fixed on the basis
of the capital requirement of the company. The stake of the existing shareholders is not
diluted in the rights issue. When the rights issue size is more than 50 lakh, the company has
to file a draft offer document with SEBI for observations. SEBI’s observation letter is valid
for three months.
e) Issue of Indian Depository Receipts (IDR)
A foreign company which is listed in stock exchange abroad can raise money from Indian
investors by selling (issuing) shares. These shares are held in trust by a foreign custodian
bank against which a domestic custodian bank issues an instrument called Indian depository
receipts (IDR), denominated in `. IDR can be traded in stock exchange like any other shares
and the holder is entitled to rights of ownership including receiving dividend.
Parties involved in the New Issue Market
a) Lead Managers
Lead managers are appointed by the company to manage the initial public offering campaign.
Their main duties of the lead managers are drafting of prospectus, preparing the budget of
expenses related to the issue, suggesting the appropriate timings of the public issue, assisting
in marketing the public issue successfully, advising the company in the appointment of
registrars to the issue, underwriters, brokers, bankers to the issue, advertising agents etc. And
directing the various agencies involved in the public issue. The merchant banking division of
the financial institutions, subsidiary of commercial banks, foreign banks, private sector banks
and private agencies are available to act as lead managers. The company negotiates with
prospective mangers to its issue and settles its selection and terms of appointment. Usually
companies appoint lead managers with a successful background. There may be more than one
manager to the issue.
b) Registrar to the Issue
After the appointment of the lead managers to the issue, in consultation with them, the
Registrar to the issue is appointed. Quotations containing the details of the various functions
they would be performing and charges for them are called for selection. Among them the
most suitable one is selected. It is always ensured that the registrar to the issue has the
necessary infrastructure like Computer, Internet and telephone. The Registrars normally
receive the share application from various collection centers. They recommend the basis of
allotment in consultation with the Regional Stock Exchange for approval. They arrange for
the dispatching of the share certificates. They hand over the details of the share allocation and
other related registers to the company. Usually registrars to the issue retain the issuer records
at least for a period of six months from the last date of dispatch of letters of allotment to
enable the investors to approach the registrars for redressal of their complaints.
c) Bankers to the Issue
Bankers to the issue have the responsibility of collecting the application money along with
the application form. The bankers to the issue generally charge commission besides the
brokerage, if any. Depending upon the size of the public issue more than one banker to the
issue is appointed. When the size of the issue is large, 3 to 4 banks are appointed as bankers
to the issue. The number of collection centers is specified by the central government. The
bankers to the issue should have branches in the specified collection centers. In big or
metropolitan cities more than one branch of the various bankers to the issue are designated as
collecting branches. Branches are also designated in the different towns of the state where the
project is being set up. If the collection centers for application money are located nearby
people are likely to invest the money in the company shares.
d) Advertising Agents
Advertising plays a key role in promoting the public issue. Hence, the past track record of the
advertising agency is studied carefully. Tentative program of each advertising agency along
with the estimated cost are called for. After comparing the effectiveness and cost of each
program with the other, a suitable advertising agency if selected in consultation with the lead
managers to the issue. The advertising agencies take the responsibility of giving publicity to
the issue on the suitable media. The media may be newspapers/magazines/hoardings/press
release or a combination of all.
e) Financial Institutions
Financial institutions generally underwrite the issue and lend term loans to the companies.
Hence, normally they go through the draft of prospectus, study the proposed program for
public issue and approve them. IDBI, IFCI & ICICI, LIC, GIC and UTI are the some of the
financial institutions that underwrite and give financial assistance. The lead manager sends
copy of the draft prospectus to the financial institutions and includes their comments, if any
in the revised draft.
f) Underwriters
Underwriting is an agreement with or without conditions to subscribe to the securities of a
body corporate in the event of non- subscription by the public. In other words, if there is
under- subscription (the amount received is less than the issue size), the underwriters
subscribe to the unsubscribed portion. The person who assures the sum is called and
underwriter. The underwriters are paid an underwriting commission. A certificate of
registration from SEBI has to be obtained by the agencies that wish to carry out underwriting
activities. After the selection of the underwriter, the issuing company enters into an
agreement with the underwriter. The agreement contains will remain in force.
 The period during which the agreement will remain in force.
 The amount of the underwriting obligation.
 The maximum period within which the underwriter will have to subscribe to the offer
after the company’s intimation.
 The rate and amount of commission or brokerage chargeable by the underwriter.
g) Share Transfer Agents
They maintain the records of the holders of securities of the company for and on behalf of the
company. They also handle all the matters related to transfer and redemption of securities of
the company.
h) Brokers
Appointing a broker is not compulsory, but approval of the stock exchange is mandatory. The
names and addresses of the brokers to the issue should be given in the prospectus. The
brokers enhance the sale of issue. Their other functions have been given.
 Use their contacts to invite the public for subscribing shares.
 Act as a connecting link between the prospective investors and the issue.
 Enhance the speedy subscription of the issue by the public.
The issuing company pays brokerage according to the provisions in the Companies Act, and
guidelines prescribed by the SEBI. Regarding the payment, an agreement is made between
the broker and the issuing company.
i) Depositories
They are the intermediaries who hold the securities in dematerialized form on behalf of the
shareholders. They enable transactions of securities by book entry. The depository system
links the issuers, depository participants, NSDL and Clearing Corporation / houses of the
stock exchanges. Transfers are affected by means of account transfers.

Pricing of New Issues

The Controller of Capital Issues Act governed issue of capital prior to May 27, 1992
1947. Under the Act, the premium was fixed as per the valuation guidelines issued. The
guidelines provided for fixation of a fair price on the basis of the net asset value per share on
the expanded equity base taking into account, the fresh capital and the profit earning capacity.
The repealing of the Capital Issue Control Act resulted in an era of free pricing of securities.
Issuers and merchant bankers fixed the offer prices. Pricing of the public issue has to be
carried out according to the guidelines issued by SEBI.
i) At Premium
Companies are permitted to price their issues at premium in the case of the following:
 First issue of new companies set up by existing companies with the track record.
 First issue of existing private/closely held or other existing unlisted companies with
three-year track record of consistent profitability.
 First public issue by exiting private/closely held or other existing unlisted companies
without three-year track record but promoted by existing companies with a fiveyear
track record of consistent profitability.
 Existing private/closely held or other existing unlisted company with three-year track
record of consistent profitability, seeking disinvestments by offers to public without
issuing fresh capital (disinvestments).
 Public issue by existing listed companies with the last three years of dividend paying
track record.
ii) At Par Value
In certain cases companies are not permitted to fix their issue prices at premium. The prices
of the share should be at par. They are for:
  First public issue by existing private, closely held or other existing unlisted companies
without three-year track record of consistent profitability and
 Existing private/closely held and other unlisted companies without three-year track
record of consistent profitability seeking disinvestments offer to public without
issuing fresh capital (disinvestments).
Secondary Markets
The market for long-term securities like bonds, equity stocks and preferred stocks is divided
into primary market and secondary market. The primary market deals with the new issues of
securities. Outstanding securities are traded in the secondary market, which is commonly
known as stock market that predominantly deals in the equity shares. Debt instruments like
bonds and debentures are also traded in the stock market. Well regulated and active stock
market promotes capital formation. Growth of the primary market depends on the secondary
market. The health of the economy is reflected by the growth of the stock market.
Relationship between the Primary and Secondary Markets
 The new issue market cannot function without the secondary market. The secondary
market or the stock market provides liquidity for the issued securities the issued
securities are traded in the secondary market offering liquidity to the stocks at a fair
price.
 The stock exchanges through their listing requirements, exercise control over the
primary market. The company seeking for listing on the respective stock exchange
has to comply with all the rules and regulations given by the stock exchange.

 The primary market provides a direct link between the prospective investors and the
company. By providing liquidity and safety, the stock markets encourage the public to
subscribe to the new issues. The market ability and the capital appreciation provided
in the stock market are the major factors that attract the investing public towards the
stock market. Thus, it provides an indirect link between the savers and the company.
 Even though they are complementary to each other, their functions and the
organizational set up are different from each other. The health of the primary market
depends on the secondary market and vice-versa.
Features of Secondary Market
 Trading of securities in the secondary market does not provide any funds to the
company.
 The investors as well as the speculators trade in securities.
  Securities of listed public limited companies are traded on a recognized stock
exchange.
 Secondary market provides liquidity to the investors.
 The market prices in the secondary market reflect the investor’s perception of a
company’s performance.
History of the Secondary Market
The origin of the secondary market i.e., stock exchanges in India can be traced back to
the later half of 19th century. After the American Civil War (1860-61) due to the share mania
of the public, the number of brokers dealing in shares increased. The brokers organized an
informal association in Mumbai named "The Naive Stock and Share Brokers Association" in
1875. Increased activity in trade and commerce during the First World War and Second War
resulted in an increase in the stock trading. Stock exchanges were established in different
centers like Chennai, Delhi, Nagpur, Kanpur, Hyderabad and Bangalore. The growth of stock
exchanges suffered a setback after the end of World War. Worldwide depression affected
them. Most of the stock exchanges in the early stages had a speculative nature of working
without technical strength. Securities and Contract Regulation Act 1956 gave powers to the
central government to regulate the stock exchanges. The SCR Act recognized the stock
exchanges in Mumbai, Kolkata, Chennai, Ahmedabad, Delhi, Hyderabad and Indore. The
Bangalore stock exchange was recognized only in 1963.
Functions of the Secondary Market
a) Maintains Active Trading
Shares are traded on the stock exchanges, enabling the investors to buy and sell securities.
The prices may vary from transaction to transaction. A continuous trading increases the
liquidity or marketability of the shares traded on the stock exchanges.
b) Fixation of Prices
Price is determined by the transactions that flow from investors' demand and supplier's
preferences. Usually the traded prices are made known to the public. This helps the investors
to make better decisions.
c) Ensures Safe and Fair Dealing
The rules, regulations and by-laws of the stock exchanges' provide a measure of safety to the
investors. Transactions are conducted under competitive conditions enabling the investors to
get a fair deal.
 d) Aids in Financing the Industry
A continuous market for shares provides a favourable climate for raising capital. The
negotiability and transferability of the securities helps the companies to raise long-term
funds. When it is easy to trade the securities, investors are willing to subscribe to the initial
public offerings. This stimulates the capital formation.
e) Dissemination of Information
Stock exchanges provide information through their various publications. They publish the
share prices traded on daily basis along with the volume traded. Directory of Corporate
information is useful for the investors' assessment regarding the corporate. Handouts,
handbooks and pamphlets provide information regarding the functioning of the stock
exchanges.
f) Performance Induced
The prices of stock reflect the performance of the traded companies. This makes the
corporate more concerned with its public image and tries to maintain good performance.
g) Self-regulating Organization
The stock exchanges monitor the integrity of the members, brokers, listed companies and
clients. Continuous internal audit safeguards the investors against unfair trade practices. It
settles the disputes between member brokers, investors and sub-brokers.
The Stock Exchanges
Stock exchanges are the important ingredient of the capital market. They are the
citadel of capital and fortress of finance. They are the threats of trading in securities and as
such they assist and control the buying and selling of securities. As per the Securities
Contracts Regulation Act, 1956 a stock exchange has been defines as follows. “It is an
association, organisation or body of individuals whether incorporated or not, established for
the purpose of assisting, regulating and controlling business in buying, selling and dealing in
securities”. In brief, stock exchanges constitute a market where securities issued by the
central and state governments, public bodies and joint stock companies are traded.
List of Stock Exchanges in India
S.No Name Of The Stock Exchange Valid Upto
1 Ahmedabad Stock Exchange Ltd. Permanent
2 Bse Ltd. Permanent
3 Calcutta Stock Exchange Ltd. Permanent
4 Delhi Stock Exchange Ltd., Permanent
5 Mcx - Stock Exchange Limited 15-Sep-15
 6 Madhya Pradesh Stock Exchange Ltd Permanent
7 Madras Stock Exchange Ltd. Permanent
8 Magadh Stock Exchange Ltd. Permanent
9 National Stock Exchange Of India Ltd. Permanent
10 The Vadodara Stock Exchange Ltd. 03-Jan-15
11 U.P. Stock Exchange Limited 02-Jun-14
12 United Stock Exchange Of India Limited 21-Mar-15
Note: The Hyderabad Securities and Enterprises Ltd (erstwhile Hyderabad Stock Exchange),
Coimbatore Stock Exchange Ltd, Saurashtra Kutch Stock Exchange Ltd ,Mangalore Stock
Exchange, Inter-Connected Stock Exchange of India Ltd, Cochin Stock Exchange Ltd,
Bangalore Stock Exchange Ltd , Ludhiana Stock exchange Ltd, Gauhati Stock Exchange Ltd,
Bhubaneswar Stock Exchange Ltd, Jaipur Stock Exchange Ltd, OTC Exchange of India,
Pune Stock Exchange Ltd and Madras Stock Exchange Ltd. have been granted exit by SEBI
vide orders dated January 25, 2013, April 3, 2013, April 5, 2013, March 3, 2014, December
08, 2014, December 23, 2014, December 26, 2014, December 30, 2014, January 27, 2015,
February 09, 2015, March 23, 2015, March 31, 2015, April 13, 2015, and May 14, 2015,
respectively.
Source: Sebi.gov.in (21.05.2015)

Bombay Stock Exchange (BSE)

The Stock Exchange, Bombay, which was established in 1875 as The Native Share
and Stockbrokers' Association, is the oldest Stock Exchange in Asia, even older than the
Tokyo Stock Exchange, which was founded in 1878. The Bombay Stock Exchange is the
premier stock exchange in India. It was the first to be recognized on a permanent basis in
1957. The capital listed in Mumbai accounted for about 40% of the overall capital listed on
all the stock exchanges whereas its share of the market capitalization amounted to around
90%. In terms of the total number of companies and total number of stock issues listed also,
Mumbai ranked first. The Bombay Stock Exchange regularly publishes statistics on market
turnover of securities though similar figures for the other exchanges are now available with
the SEBI. It is, however, roughly estimated that the turnover of Bombay Stock Exchange is
about 30% of the overall turnover of all the stock exchanges in the country and NSE accounts
for more than 40% of the total all India figure, in recent years.
National Stock Exchange (NSE)
 IDBI and other all India Financial Institutions in Mumbai set up the National Stock
Exchange in November 1992 with a paid up equity of Rs.25 crores. The Government in the
same year recognized it and the Exchange started operations in wholesale Debt market in
June 1994 and in equity trading in Nov 1994. The wholesale debt market or the money
market segments would cater to banks, FIs, etc. to encourage high value transactions in PSU
bonds, UTI Units, Treasury Bills, Government Securities and call Money. There is no trading
floor of the exchange. Trading is in large volumes and over the telephone, telex etc. Trading
is done on computer with the help of PC Terminals in broker offices. The Capital market
segment is also traded similarly on computer based trading. The settlement is on T + 2 basis
for equity trading. The National Stock Exchange (NSE) is India's leading stock exchange
covering 364 cities and towns across the country. NSE was set up by leading institutions to
provide a modern, fully automated screen-based trading system with national reach. The
Exchange has brought about unparalleled transparency, speed & efficiency, safety and market
integrity. It has set up facilities that serve as a model for the securities industry in terms of
systems, practices and procedures. NSE has played a catalytic role in reforming the Indian
securities market in terms of microstructure, market practices and trading volumes. The
market today uses state-of-art information technology to provide an efficient and transparent
trading, clearing and settlement mechanism, and has witnessed several innovations in
products & services viz. demutualisation of stock exchange governance, screen based trading,
compression of settlement cycles, dematerialisation and electronic transfer of securities,
securities lending and borrowing, professionalization of trading members, fine-tuned risk
management systems, emergence of clearing corporations to assume counterparty risks,
market of debt and derivative instruments and intensive use of information technology. The
National Stock Exchange of India Limited has genesis in the report of the High Powered
Study Group on Establishment of New Stock Exchanges, which recommended promotion of
a National Stock Exchange by financial institutions (FIs) to provide access to investors from
all across the country on an equal footing.

Trading Mechanism
The NSE was the first stock exchange in the country and was set up as a national exchange
having nationwide access with a fully automated screen-based trading system. The National
Exchange for Automated Trading (NEAT) is the trading system of the NSE. The NEAT
facilitates an online, fully automated, nationwide, anonymous, order driven, screen-based
trading system. In this system, a member can enter the quantities of securities and the prices
at which he/she would like to transact, and the transaction is executed as soon as it finds a
matching sale for the buy order for counterparty. The numerous advantages of the NEAT
system are listed below:
 It electronically matches orders on a price/time priority, and hence, cuts down on
time, cost, and risk of error, as well as on fraud, resulting in improved operational
efficiency.
 It allows the faster incorporation of price sensitive information into prevailing prices,
thus increasing the informational efficiency of markets.
 It enables market participants to see the full market in real time, making the market
transparent.
 It allows a large number of participants, irrespective of their geographical locations, to
trade with one another simultaneously, improving the depth and the liquidity of the
market.
 It provides tremendous flexibility to the users in terms of the kinds of orders that can
be placed on the system.
 It ensures full anonymity by accepting orders, big or small, from members without
revealing their identity, thus providing equal access to everybody.
 It provides a perfect audit trail that helps to resolve disputes by logging in the trade
execution process in its entirety.
Screen Based Trading (Online Trading)
Prior to setting up of NSE, the trading on stock exchanges in India used to take place through
an open outcry system. This system did not allow immediate matching or recording of trades.
This was time consuming and imposed limits on trading. In order to provide efficiency,
liquidity and transparency, NSE introduced a nation-wide on-line fully-automated screen
based trading system (SBTS). In this system a member can punch into the computer,
quantities of securities and the prices at which he desires to transact and the transaction is
executed as soon as it finds a matching sale or buy order from a counter party. SBTS
electronically matches orders on price/time priority and hence it cuts down on time and cost.
It enables market participants to see the full market on real time, making the market
transparent. It allows a large number of participants, irrespective of their geographical
locations, to trade with one another simultaneously, improving the depth and liquidity of the
market. Given the efficiency and cost effectiveness delivered by the NSE's trading system, it
became the leading stock exchange in the country in its very first year of operation. This
forced the other stock exchanges to adopt SBTS. As a result, open outcry system has
disappeared from India. Today, India can boast that almost 100% trading takes place through
electronic order matching. Technology has been harnessed to carry the trading platform to the
premises of brokers. NSE carried the trading platform further to the PCs in the residence of
investors through the internet and to hand-held devices through WAP for convenience of
mobile investors. This has made a huge difference in terms of equal access to investors in a
geographically vast country like India.
Merits of Screen Based Trading (Online Trading)
 The screen based trading system is more transparent, flexible and safer to deal with.
 It has features to monitor the price movement of stocks to prevent rigging or reckless
speculation.
 When an order is placed at a very high or very low price, the order would go to the
Exchange as a price freeze alert and will be released into the market only after the
Exchange's approval.
 To prevent wild fluctuations in the stock prices, Exchanges fix limits for intra-day and
intra-settlement price movements for various securities.
 On a given day or settlement period, price of such securities are allowed to fluctuate
only within these limits and when they reach the limits a "circuit breaker" is applied
to minimize volatility.
 In the open cry system you never knew when exactly your order was executed and at
what rate.
 No such worries exist in the screen-based system as it matches orders in such a way
that they are executed at the best possible price available on the system.
 There is no room for human intervention in determining the prices as the process of
matching buy and sell orders is done by the computer.
 Further, the system functions on a price time priority. You always get the best price at
a given point of time.
 It is also not possible for any broker to cheat you by giving you some other client's
price.
 The system generates a unique order number every time an order is placed, which
cannot be changed.
 Similarly when the trade occurs a trade confirmation slip is generated and unique
numbers links the order and the trade.
 All you need to do is to collect your order number from the broker and check this with
the trade number to see if the link is correct.
  The Exchange maintains records for eight years and you can verify with the Exchange
anytime before that.
 It has reduced the brokerage rates significantly.
Clearing and Settlement Process
The clearing process involves the determination of what the counterparties owe, and which
counterparties are due to receive on the settlement date, following which the obligations are
discharged by settlement. The clearing and settlement process involves three main activities
are clearing, settlement, and risk management.
The core processes involved in clearing and settlement include:
a) Trade Recording
The key details about the trades are recorded to provide the basis for settlement. These details
are automatically recorded in the electronic trading system of the exchanges.
b) Trade Confirmation
Trades that are meant for settlement by the custodians are indicated with a custodian
participant code, and the same is subject to confirmation by the respective custodian. The
custodian is required to confirm the settlement of these trades on T+1 day by the cut-off time
of 1:00 pm.
c) Determination of Obligation
The next step is the determination of what the counterparties owe, and what the
counterparties are due to receive on the settlement date. The NSCCL interposes itself as a
central counterparty between the counterparties to trade and net the positions so that a
member has a security-wise net obligation to receive or deliver a security, and has to either
pay or receive funds. The settlement process begins as soon as the members’ obligations are
determined through the clearing process. The settlement process is carried out by the clearing
corporation with the help of clearing banks and depositories. The clearing corporation
provides a major link between the clearing banks and the depositories. This link ensures the
actual movement of funds as well as securities on the prescribed pay-in and pay-out day.
d) Pay-in of Funds and Securities
This requires the members to bring in their funds/securities to the clearing corporation. The
CMs make the securities available in the designated accounts with the two depositories (the
CM pool account in the case of the NSDL, and the designated settlement accounts in the case
of CDSL). The depositories move the securities available in the pool accounts to the pool
account of the clearing corporation. Likewise, the CMs with funds obligations make the
funds available in the designated accounts with the clearing banks. The clearing corporation
sends electronic instructions to the clearing banks to debit the designated CMs’ accounts to
the extent of the payment obligations. The banks process these instructions, debit the
accounts of the CMs, and credit the accounts of the clearing corporation. This constitutes the
pay-in of funds and securities.
e) Pay-out of Funds and Securities
After processing for shortages of funds/securities and arranging for the movement of funds
from surplus banks to deficit banks through RBI clearing, the clearing corporation sends
electronic instructions to the depositories/clearing banks to release the pay-out of
securities/funds. The depositories and clearing banks debit the accounts of the clearing
corporation and credit the accounts of CMs. This constitutes the pay-out of funds and
securities.
Regulatory Framework
The Securities Contract Regulation Act, 1956 and the Securities and Exchanges Board of
India Act, 1992, provided a comprehensive legal framework. A three tire regulatory structure
comprising the Ministry of Finance, the Securities and Exchanges Board of India and the
Governing Boards of the Stock Exchanges regulates the functioning of stock exchanges.

Ministry of Finance
The stock Exchanges Division of the Ministry of Finance has powers related to the
application of the provision of the SCR Act and licensing of dealers in the other area.
According to SEBI Act, the Ministry of Finance has the appellate and supervisory powers
over the SEBI. It has power to grant recognition to the Stock Exchanges and regulation of
their operations. Ministry of Finance has the power to approve the appointments of chief
executives and nominations of the public representatives in the Governing Boards of the
stock exchanges. It has the responsibility of preventing undesirable speculation.
The Securities and Exchange Board of India
The Securities and Exchange Board of India even though established in the year 1988,
received statutory powers only on 30th Jan 1992. Under the SEBI Act, a wide variety of
powers is vested in the hands of SEBI. SEBI has the powers to regulate the business of stock
exchanges, other security markets and mutual funds. Registration and regulation of market
intermediaries are also carried out by SEBI. It has the responsibility to prohibit the fraudulent
unfair trade practices and insider dealings. Takeovers are also monitored by the SEBI. Stock
Exchanges have to submit periodic and annual returns to SEBI. The main objective of the
SEBI is to promote the healthy growth of the capital market and protect the investors.
The Governing Board
The Governing Board of the stock exchange consists of elected member directors,
government nominees and public representatives. Rules, byelaws and regulations of the stock
exchange provide substantial powers to the Executive Director for maintaining efficient and
smooth day-to-day functioning of the stock exchange. The governing Board has the
responsibility to orderly maintain the well-regulated market. The governing body of the stock
exchange consists of 13 members of which; (a) 6 members of the stock exchange are elected
by the members of the stock exchange, (b) central government nominates not more than three
members, (c) the board nominates three public representatives, (d) SEBI nominates persons
not exceeding three and (e) the stock exchange appoints one Executive Director.
One third of the elected members retire at annual general meeting. The retired member can
offer himself for election if he is not elected for two consecutive years. If a member serves in
the governing body for two years consecutively, he should refrain from offering himself for
another two year. The members of the governing body elect the President and Vice-President.
It needs no approval from the Central Government or the Board. The office tenure for the
President and Vice-President is one year. They can offer themselves for re-election, if they
have not held office for two consecutive years. In that case they can offer themselves for re-
election after a gap of one-year period.
SEBI Guidelines
a) Repealing of CCI Act
SEBI guidelines were issued after the repeal of the CCI Act whereby the CCI guidelines
became out of date. New guidelines by SEBI were issued starting from the month of June
1992. Some CCI guidelines were still retained, as in the case of those for premium fixation.
b) Guidelines for new issues made by new companies
They have to be issued at par. Free pricing is permitted only if the new company is promoted
by the existing company with not less than 50% of equity.
c) Guidelines for New Issues Made by Private Limited Companies
New issues made by Private Limited Companies and Closely held companies could be made
by free pricing, for listing purposes if such companies have had three years of track record of
consistent profitability out of last 5 years. Not less than 20% of equity is to be offered to the
public, in such cases.

d) Guidelines for New Issues Made by Existing Listed Companies

 Public issues by existing listed companies can be made through free pricing, if they are
further issues and if they are disclosed in the prospectus. The NAV and the market price have
to be considered for the last 3 years. The companies with foreign holding wishing to enhance
the limit up to 51% will have to get the prices approved in the general body meeting by a
special resolution under Sec. 81 (A) of the Companies Act, and subject to RBI approval.
e) Listing of shares on the OTC
If the new issues are made through OTC, normal guidelines will apply if the sponsor is not
taking any share. If the shares are taken by the sponsor, subsequent offer to the public may be
made at such a price as the sponsor may deem fit. The promoters should retain 25% quota
with a lock in period of 5 years, the sponsor should act as market maker for a period of at
least 3 years and also find another market maker for compulsory market making. This
condition was relaxed recently to encourage OTC Listing.
f) Underwriting Issues
Underwriting is optional if the issue is made to the public and should not include reserved or
preferential quota or employees' quota. If the subscription is not up to 90% of the total issue
from the public including contribution of underwriters, the public should be refunded of their
subscription within 120 days from the date of opening the issue. The compulsory
underwriting provision was also waived for smaller issues.
g) Composite Issues
Issues to the public by existing company can be priced differently as compared to the rights
issued to shareholders.
h) FCD & PCD
The issues of Fully Convertible Debentures (FCDs) with a conversion period of more than 6
months will not be permissible unless conversion is optional. In case FCDs are convertible
after 18 months, credit rating is compulsory; credit rating is now made compulsory for all
issues made to public, other than equity. In case, the nonconvertible portion of the Partially
Convertible Debentures is to be rolled over, non-maturing debenture holders should have
option to withdraw from the scheme.
i) New Financial Instruments
The terms and conditions of the new instruments such as Deep Discount Bonds, debentures
with warrants and secured premium notes etc. Should be disclosed clearly so that the investor
can assess the risk and return scenario of the instrument.

j) Reservation in Issues
The unreserved portion offered to public should not be less than the minimum required for
listing purposes. Preferential allotment can be made to promoters, companies and
shareholders of those companies, NRIs, employees and associate companies of the same
group. The allotment shall be subject to a lock in period of three years, if it is made on firm
basis, outside public issue.
k) Deployment of Issue Proceeds
Where the total proceeds exceed Rs.250 crores, the company will voluntarily disclose the
arrangements made to utilize proceeds. When the total issue proceeds exceed Rs.500 crores,
there is need for making compulsory disclosure and for the financial institutions to monitor
the deployment of funds, to the stock exchanges.
l) Minimum Interval between Two Issues
12 months should elapse between the public or rights issue and bonus issue. The promoters
should bring in their share of the capital before the public issue. Employee's stock option
scheme: The reservation for employees should not be more than 10% at present and this
quota is non-transferable for 3 years and subject to a maximum allotment of 200 shares per
employee, and the lock in was removed later. The Lock in period for Promoters' quota is 5
years and the lock in period for preferential allotment for associates and friends is 3 years.
m) Bonus Shares
Bonus issues are to be made out of free reserves, the share premium collected in cash,
Development Rebate Reserves and Investment Allowance Reserve. Contingent liabilities
disclosed in the audited accounts should be deducted from net profit for calculation of
residual reserves. Residual reserves after the bonus issues should be at least 40% of the
increased paid-up capital. 30% of the average profits before tax for the previous 3 years
should yield a rate of dividend of 10% on the expanded capital base. Reserves out of
revaluation should not be used for bonus payment. Bonus issue cannot be made in lieu of
dividends, and if there are partly paid up shares; no bonus issue is permitted. Expanded paid-
up capital after bonus issue should not exceed authorized share capital. When a company has
PCD or FCD, pending conversion, no bonus issue can be made unless this right is kept open
to the holders of FCD and PCD falling due for conversion within 12 months.
n) Debenture Issues
All debentures, which have a life of more than 18 months, should have a DRR created by
company out of profits. DRR should be created only for nonconvertible portion of the
debentures. Contribution to DRR should commence from the date of commercial production
and when there are profits after tax, interest and depreciation. The DRR will be considered as
a part of the general reserves for payment of the bonus issues. DRR should be created and
maintained at 50% of the amount of the debentures before repayment starts. The company
should have already redeemed some liability. DRR and the creation of Debenture Trust are
necessary only if the debentures have a maturity period exceeding 18 months. The Lead
Institution for each issue should monitor the use of debenture funds either from the working
capital or from the project finance. The SEBI now insists on prior licensing of debenture
Trustees; Trust deed should be ready within 6 months from the date of allotment.
Investor Protection
The term "Investor Protection" is a wide term encompassing various measures designed to
protect the investors from malpractices of companies, brokers, merchant bankers, issue
managers, Registrars of new issues, etc. "Investors Beware" should be the watchword of all
programs for mobilization of savings for investment. As all investments have some risk
element, this risk factor should be borne in mind by the investors and they should take all
precautions to protect their interests in the first place. If caution is thrown to the winds and
they invest in any venture without a proper assessment of the risk, they have only to blame
themselves. But if there are malpractices by companies, brokers etc., they have every reason
to complain. Such grievances have been increasing in number in recent years.
The complaints of investors come from two major sources:
 Against member broker of Stock Exchanges;
 Against companies listed for trading on the Stock Exchanges.
Besides, there can be complaints against sub-brokers, agents, merchant bankers, issue
managers, etc., which cannot be entertained by the stock exchanges as per their rules.
i) Complaints against Members
Investors have complaints against brokers regarding the price, quantity etc. at which
transactions are put through, defective delivery or delayed delivery, delayed payment or non-
payment etc., non-payment of agreed brokerage to authorized assistants, etc. In the event of
default of a member broker, the dues of clients are also to be looked into.
ii) Complaints against Companies
The complaints against companies are in the nature of non-receipt of allotment letters, refund
orders, non-receipt of dividends, interest etc., delay in transfer of shares and in splitting and
consolidation. The clearance of these complaints is attended to by the grievance cell by
writing to the companies, follow-up telexes, etc. and finally by warning to de-list the
companies concerned. But the clearances of these complaints are slow due to the non-
compliance or slow compliance by the companies to the references made by the cell. The
powers of the Stock Exchange are limited to warnings and de listing of shares and as such
compliance by the companies as poor. SEBI has now powers to penalize companies violating
the listing norms.
iii) Grievances Cell
There is a Grievance Cell in all Stock Exchanges, which attends to investor complaints. Of
the total, nearly 95% are against companies and they are more difficult to settle, as many
companies do not attend to the complaints promptly despite reminders and warnings by the
stock exchange, in view of the fact that penal powers of the Exchange are limited. The
grievance procedure in respect of complaints against members is as follows:
 Joint meeting of member vis-à-vis the clients for an amicable settlement.
 Arbitration proceedings by the committee under the byelaws.
 Special committee appointed by the Executive Director for settlement.
 Disciplinary proceedings including warnings, fines, penalties, etc. particularly in
cases of fraud, cheating etc. by the members.
iv) Customer's Protection Fund
The Customer's Protection Fund is constituted by the Stock Exchanges to safeguard the
interests of the investor clients from default of the stockbrokers. The Fund is financed by way
of a levy on the turnover of members and from out of the listing fees, earmarked by the
Exchanges. The Fund is being administered by the Stock Exchange for the benefit of the
clients of the member brokers, in case of a default of a member. The compensation of any
single client is, however, limited to Rs.2 lakh at present. When a member is declared a
defaulter, the net assets in the hands of the defaulter's Committee after defraying costs,
charges, expenses etc., relating to the realization of the assets will be used to meet the claims
of the exchange, clearing house and then the admitted claims of the members of the exchange
against the defaulter. After meeting all these claims, if anything is left over, the claims of the
clients of the defaulting member will be satisfied. If nothing is left over, the genuine claims
of clients can be met from the Customer's Protection Fund. This is the same procedure
adopted by other Exchanges also where this Fund was set up.
v) Investors Beware
Investors in stock and capital markets need a word of caution. Firstly, these investments are
more risky, returns are uncertain and share values are subject to wide fluctuations. Secondly,
such investments require an art and expertise to pick up the right stocks, failing which the
investors would burn their fingers. Thirdly, the players in the market, namely, brokers and
issuers of securities, namely, companies, are not rated high for their honesty with the result
that investor complaints against stockbrokers and companies have been increasing over the
years. It would, therefore, be necessary for investors to prepare themselves well before
entering this market.
vi) Protection in the New Issues Market
The main source of information on which investors depend in the new issues market is the
prospectus, which should contain correct statements of facts. Any false statements, fraud, etc.
are punishable under the Companies act. Under Section 56 of the Companies Act, the
Directors are subject to civil liability for any misstatement of facts or untrue statements.
Under Section 63 and 68 of the Companies Act, the Directors are also liable criminally for
any fraud of false statements in the prospectus. Companies' liability for misstatements arises
from untrue statements and statements which are material for investors and particulars on
which investors depend to make investments. The directors or promoters of the company are
thus subject to both criminal and civil liability under the Act for any misstatements in the
prospectus. Even so, the small investors cannot afford to go to court and, should therefore,
carefully read and examine the prospectus for viability of the project and marketability of the
product and for the integrity and dependability of the promoters. The investors have also a
responsibility to assess the prospects and the risk involved in the project before making any
investment.
Review Questions
1. What do you mean by New Issue Market? Explain the functions of New Issue Market.
2. Explain in detail the methods of floating new issues in the primary market.
3. Who are the parties involved in New Issue Market?
4. Give a detailed overview of pricing of new issues in stock markets.
5. Bring out the features of Secondary Market.
6. Explain the functions of Secondary Market in detail.
7. What is a Stock Exchange?
8. Write short notes on Bombay Stock Exchange and National Stock Exchange.
9. Explain the process of Online Trading Mechanism in detail.
10. Sketch the regulatory framework of Indian Stock Exchanges.
11. Bring out the guidelines of SEBI for listing in stock exchanges.
12. What are the steps taken by SEBI to protect the interest of the investors?