Written by Raj
Domain Knowledge
What is meant by a Stock Exchange?
The Securities Contract (Regulation) Act, 1956 [SCRA] defines ‘Stock
ExchangeÙ as any body of individuals, whether incorporated or not,
constituted for the purpose of assisting, regulating or controlling the
business of buying, selling or dealing in securities. Stock exchange could be
a regional stock exchange whose area of operation/jurisdiction is specified at
the time of its recognition or national exchanges, which are permitted to
have nationwide trading since inception. NSE was incorporated as a national
stock exchange.
What is an ‘EquityÙ/Share?
Total equity capital of a company is divided into equal units of small
denominations, each called a share. For example, in a company the total
equity capital of Rs 2,00,00,000 is divided into 20,00,000 units of Rs 10
each. Each such unit of Rs 10 is called a Share. Thus, the company then is
said to have 20,00,000 equity shares of Rs 10 each. The holders of such
shares are members of the company and have voting rights.
What is a ‘Debt InstrumentÙ?
Debt instrument represents a contract whereby one party lends money to
another on pre-determined terms with regards to rate and periodicity of
interest, repayment of principal amount by the borrower to the lender.
In the Indian securities markets, the term ‘bondÙ is used for debt
instruments issued by the Central and State governments and public sector
organizations and the term ‘debentureÙ is used for instruments issued by
private corporate sector.
What is a Derivative?
Derivative is a product whose value is derived from the value of one or more
basic variables, called underlying. The underlying asset can be equity, index,
foreign exchange (forex), commodity or any other asset.
Derivative products initially emerged as hedging devices against fluctuations
in commodity prices and commodity-linked derivatives remained the sole
form of such products for almost three hundred years. The financial
derivatives came into spotlight in post-1970 period due to growing instability
in the financial markets. However, since their emergence, these products
have become very popular and by 1990s, they accounted for about two-
thirds of total transactions in derivative products.
What is a Mutual Fund?
A Mutual Fund is a body corporate registered with SEBI (Securities Exchange
Board of India) that pools money from individuals/corporate investors and
invests the same in a variety of different financial instruments or securities
such as equity shares, Government securities, Bonds, debentures etc.
Mutual funds can thus be considered as financial intermediaries in the
investment business that collect funds from the public and invest on behalf
of the investors. Mutual funds issue units to the investors. The appreciation
of the portfolio or securities in which the mutual fund has invested the
money leads to an appreciation in the value of the units held by investors.
The investment objectives outlined by a Mutual Fund in its prospectus are
binding on the Mutual Fund scheme. The investment objectives specify the
various asset classes like equity, bonds, debentures, commercial paper and
government securities. The schemes offered by mutual funds vary from fund
to fund. Some are pure equity schemes; others are a mix of equity and
bonds. Investors are also given the option of getting dividends, which are
declared periodically by the mutual fund, or to participate only in the capital
appreciation of the scheme.
What is an Index?
An Index shows how a specified portfolio of share prices are moving in order
to give an indication of market trends. It is a basket of securities and the
average price movement of the basket of securities indicates the index
movement, whether upwards or downwards.
What is a Depository?
A depository is like a bank wherein the deposits are securities (viz. shares,
debentures, bonds, government securities, units etc.) in electronic form.
What is Dematerialization?
Dematerialization is the process by which physical certificates of an investor
are converted to an equivalent number of securities in electronic form and
credited to the investorÙs account with his Depository Participant (DP).
What is meant by ‘SecuritiesÙ?
The definition of ‘SecuritiesÙ as per the Securities Contracts Regulation Act
(SCRA), 1956, includes instruments such as shares, bonds, scrips, stocks or
other marketable securities of similar nature in or of any incorporate
company or body corporate, government securities, derivatives of securities,
units of collective investment scheme, interest and rights in securities,
security receipt or any other instruments so declared by the Central
Government.
What is the function of Securities Market?
Securities Markets is a place where buyers and sellers of securities can enter
into transactions to purchase and sell shares, bonds, debentures etc.
Further, it performs an important role of enabling corporates, entrepreneurs
to raise resources for their companies and business ventures through public
issues. Transfer of resources from those having idle resources (investors) to
others who have a need for them (corporates) is most efficiently achieved
through the securities market. Stated formally, securities markets provide
channels for reallocation of savings to investments and entrepreneurship.
Savings are linked to investments by a variety of intermediaries, through a
range of financial products, called ‘SecuritiesÙ.
Which are the securities one can invest in?
Shares
Government Securities
Derivative products
Units of Mutual Funds etc., are some of the securities investors in the
securities market can invest in.
Why does Securities Market need Regulators?
The absence of conditions of perfect competition in the securities market
makes the role of the Regulator extremely important. The regulator ensures
that the market participants behave in a desired manner so that securities
market continues to be a major source of finance for corporate and
government and the interest of investors are protected.
Who regulates the Securities Market?
The responsibility for regulating the securities market is shared by
Department of Economic Affairs (DEA), Department of Company Affairs
(DCA), Reserve Bank of India (RBI) and Securities and Exchange Board of
India (SEBI).
What is SEBI and what is its role?
The Securities and Exchange Board of India (SEBI) is the regulatory
authority in India established under Section 3 of SEBI Act, 1992. SEBI Act,
1992 provides for establishment of Securities and Exchange Board of India
(SEBI) with statutory powers for (a) protecting the interests of investors in
securities (b) promoting the development of the securities market and (c)
regulating the securities market. Its regulatory jurisdiction extends over
corporates in the issuance of capital and transfer of securities, in addition to
all intermediaries and persons associated with securities market. SEBI has
been obligated to perform the aforesaid functions by such measures as it
thinks fit. In particular, it has powers for:
Regulating the business in stock exchanges and any other securities
markets
Registering and regulating the working of stock brokers, sub–brokers
etc.
Promoting and regulating self-regulatory organizations
Prohibiting fraudulent and unfair trade practic es
Calling for information from, undertaking inspection, conducting
inquiries and audits of the stock exchanges, intermediaries, self –
regulatory organizations, mutual funds and other persons associated
with the securities market.
Who are the participants in the Securities Market?
The securities market essentially has three categories of participants,
namely, the issuers of securities, investors in securities and the
intermediaries, such as merchant bankers, brokers etc. While the corporates
and government raise resources from the securities market to meet their
obligations, it is households that invest their savings in the securities
market.
Is it necessary to transact through an intermediary?
It is advisable to conduct transactions through an intermediary. For example
you need to transact through a trading member of a stock exchange if you
intend to buy or sell any security on stock exchanges. You need to maintain
an account with a depository if you intend to hold securities in demat form.
You need to deposit money with a banker to an issue if you are subscribing
to public issues. You get guidance if you are transacting through an
intermediary. Chose a SEBI registered intermediary, as he is accountable for
its activities. The list of registered intermediaries is available with
What are the segments of Securities Market?
The securities market has two interdependent segments: the primary (new
issues) market and the secondary market. The primary market provides the
channel for sale of new securities while the secondary market deals in
securities previously issued.
What is the role of the ‘Primary MarketÙ?
The primary market provides the channel for sale of new securities. Primary
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.
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 etc. They
may issue the securities in domestic market and/or international market.
What is meant by Face Value of a share/debenture?
The nominal or stated amount (in Rs.) assigned to a security by the issuer.
For shares, it is the original cost of the stock shown on the certificate; for
bonds, it is the amount paid to the holder at maturity. Also known as par
value or simply par. For an equity share, the face value is usually a very
small amount (Rs. 5, Rs. 10) and does not have much bearing on the price
of the share, which may quote higher in the market, at Rs. 100 or Rs. 1000
or any other price. For a debt security, face value is the amount repaid to
the investor when the bond matures (usually, Government securities and
corporate bonds have a face value of Rs. 100). The price at which the
security trades depends on the fluctuations in the interest rates in the
economy.
What do you mean by the term Premium and Discount in a
Security Market?
Securities are generally issued in denominations of 5, 10 or 100. This is
known as the Face Value or Par Value of the security as discussed earlier.
When a security is sold above its face value, it is said to be issued at a
Premium and if it is sold at less than its face value, then it is said to be
issued at a Discount.
Why do companies need to issue shares to the public?
Most companies are usually started privately by their promoter(s). However,
the promotersÙ capital and the borrowings from banks and financial
institutions may not be sufficient for setting up or running the business over
a long term. So companies invite the public to contribute towards the equity
and issue shares to individual investors. The way to invite share capital from
the public is through a ‘Public IssueÙ. Simply stated, a public issue is an offer
to the public to subscribe to the share capital of a company. Once this is
done, the company allots shares to the applicants as per the prescribed
rules and regulations laid down by SEBI.
What are the different kinds of issues?
Primarily, issues can be classified as a Public, Rights or Preferential issues
(also known as private placements). While public and rights issues involve a
detailed procedure, private placements or preferential issues are relatively
simpler. The classification of issues is illustrated below:
Initial Public Offering (IPO) is when an unlisted company makes either a
fresh issue of securities or an offer for sale of its existing securities or both
for the first time to the public. This paves way for listing and trading of the
issuerÙs securities.
A follow on public offering (Further Issue) is when an already listed
company makes either a fresh issue of securities to the public or an offer for
sale to the public, through an offer document.
Rights Issue is when a listed company which proposes to issue fresh
securities to its existing shareholders as on a record date. The rights are
normally offered in a particular ratio to the number of securities held prior to
the issue. This route is best suited for companies who would like to raise
capital without diluting stake of its existing shareholders.
A Preferential issue is an issue of shares or of convertible securities by
listed companies to a select group of persons under Section 81 of the
Companies Act, 1956 which is neither a rights issue nor a public issue. This
is a faster way for a company to raise equity capital. The issuer company
has to comply with the Companies Act and the requirements contained in
the Chapter pertaining to preferential allotment in SEBI guidelines which
inter-alia include pricing, disclosures in notice etc.
What is meant by Issue price?
The price at which a company's shares are offered initially in the primary
market is called as the Issue price. When they begin to be traded, the
market price may be above or below the issue price.
What is meant by Market Capitalisation?
The market value of a quoted company, which is calculated by multiplying
its current share price (market price) by the number of shares in issue is
called as market capitalization. E.g. Company A has 120 million shares in
issue. The current market price is Rs. 100. The market capitalisation of
company A is Rs. 12000 million.
What is the difference between public issue and private
placement?
When an issue is not made to only a select set of people but is open to the
general public and any other investor at large, it is a public issue. But if the
issue is made to a select set of people, it is called private placement. As per
Companies Act, 1956, an issue becomes public if it results in allotment to 50
persons or more. This means an issue can be privately placed where an
allotment is made to less than 50 persons.
What is an Initial Public Offer (IPO)?
An Initial Public Offer (IPO) is the selling of securities to the public in the
primary market. It is when an unlisted company makes either a fresh issue
of securities or an offer for sale of its existing securities or both for the first
time to the public. This paves way for listing and trading of the issuerÙs
securities. The sale of securities can be either through book building or
through normal public issue.
Who decides the price of an issue?
Indian primary market ushered in an era of free pricing in 1992. Following
this, the guidelines have provided that the issuer in consultation with
Merchant Banker shall decide the price. There is no price formula stipulated
by SEBI. SEBI does not play any role in price fixation. The company and
merchant banker are however required to give full disclosures of the
parameters which they had considered while deciding the issue price. There
are two types of issues, one where company and Lead Merchant Banker fix a
price (called fixed price) and other, where the company and the Lead
Manager (LM) stipulate a floor price or a price band and leave it to market
forces to determine the final price (price discovery through book building
process).
What does ‘price discovery through Book Building ProcessÙ
mean?
Book Building is basically a process used in IPOs for efficient price discovery.
It is a mechanism where, during the period for which the IPO is open, bids
are collected from investors at various prices, which are above or equal to
the floor price. The offer price is determined after the bid closing date.
What is the main difference between offer of shares through
book building and offer of shares through normal public issue?
Price
at which securities will be allotted is not known in case of offer of
shares through Book Building while in case of offer of shares through normal
public issue, price is known in advance to investor. Under Book Building,
investors bid for shares at the floor price or above and after the closure of
the book building process the price is determined for allotment of shares.
In case of Book Building, the demand can be known everyday as the book
is being built. But in case of the public issue the demand is known at the
close of the issue.
What is Cut-Off Price?
In a Book building issue, the issuer is required to indicate either the price
band or a floor price in the prospectus. The actual discovered issue price can
be any price in the price band or any price above the floor price. This issue
price is called “Cut-Off Price”. The issuer and lead manager decides this after
considering the book and the investorsÙ appetite for the stock.
What is the floor price in case of book building?
Floor price is the minimum price at which bids can be made.
What is a Price Band in a book built IPO?
The prospectus may contain either the floor price for the securities or a price
band within which the investors can bid. The spread between the floor and
the cap of the price band shall not be more than 20%. In other words, it
means that the cap should not be more than 120% of the floor price. The
price band can have a revision and such a revision in the price band shall be
widely disseminated by informing the stock exchanges, by issuing a press
release and also indicating the change on the relevant website and the
terminals of the trading members participating in the book building process.
In case the price band is revised, the bidding period shall be extended for a
further period of three days, subject to the total bidding period not
exceeding ten days.
Who decides the Price Band?
It may be understood that the regulatory mechanism does not play a role in
setting the price for issues. It is up to the company to decide on the price or
the price band, in consultation with Merchant Bankers.
What is minimum number of days for which a bid should
remain open during book building?
The Book should remain open for a minimum of 3 days.
Can open outcry system be used for book building?
No. As per SEBI, only electronically linked transparent facility is allowed to
be used in case of book building.
Can the individual investor use the book building facility to
make an application?
Yes.
How does one know if shares are allotted in an IPO/offer for
sale? What is the timeframe for getting refund if shares not
allotted?
As per SEBI guidelines, the Basis of Allotment should be completed with 15
days from the issue close date. As soon as the basis of allotment is
completed, within 2 working days the details of credit to demat account /
allotment advice and despatch of refund order needs to be completed. So an
investor should know in about 15 days time from the closure of issue,
whether shares are allotted to him or not.
How long does it take to get the shares listed after issue?
It would take around 3 weeks after the closure of the book built issue.
What is the role of a ‘RegistrarÙ to an issue?
The Registrar finalizes the list of eligible allottees after deleting the invalid
applications and ensures that the corporate action for crediting of shares to
the demat accounts of the applicants is done and the dispatch of refund
orders to those applicable are sent. The Lead Manager coordinates with the
Registrar to ensure follow up so that that the flow of applications from
collecting bank branches, processing of the applications and other matters
till the basis of allotment is finalized, dispatch security certificates and
refund orders completed and securities listed.
Does NSE provide any facility for IPO?
Yes. NSEÙs electronic trading network spans across the country providing
access to investors in remote areas. NSE decided to offer this infrastructure
for conducting online IPOs through the Book Building process. NSE operates
a fully automated screen based bidding system called NEAT IPO that enables
trading members to enter bids directly from their offices through a
sophisticated telecommunication network.
Book Building through the NSE system offers several advantages:
The NSE system offers a nation wide bidding facility in securities
It provide a fair, efficient & transparent method for collecting bids
using the latest electronic trading systems
Costs involved in the issue are far less than those in a normal IPO
The system reduces the time taken for completion of the issue
process
The IPO market timings are from 10.00 a.m. to 3.00 p.m. On the last day of
the IPO, the session timings can be further extended on specific request by
the Book Running Lead Manager.
What is a Prospectus?
A large number of new companies float public issues. While a large number
of these companies are genuine, quite a few may want to exploit the
investors. Therefore, it is very important that an investor before applying for
any issue identifies future potential of a company. A part of the guidelines
issued by SEBI (Securities and Exchange Board of India) is the disclosure of information to the public. This disclosure includes information like the reason
for raising the money, the way money is proposed to be spent, the return
expected on the money etc. This information is in the form of ‘Prospectus Ù
which also includes information regarding the size of the issue, the current
status of the company, its equity capital, its current and past performance,
the promoters, the project, cost of the project, means of financing, product
and capacity etc. It also contains lot of mandatory information regarding
underwriting and statutory compliances. This helps investors to evaluate
short term and long term prospects of the company.
What does ‘Draft Offer documentÙ mean?
‘Offer documentÙ means Prospectus in case of a public issue or offer for sale
and Letter of Offer in case of a rights issue which is filed with the Registrar
of Companies (ROC) and Stock Exchanges (SEs). An offer document covers
all the relevant information to help an investor to make his/her investment
decision.
‘Draft Offer documentÙ means the offer document in draft stage. The draft
offer documents are filed with SEBI, atleast 21 days prior to the filing of the
Offer Document with ROC/SEs. SEBI may specify changes, if any, in the
draft Offer Document and the issuer or the lead merchant banker shall carry
out such changes in the draft offer document before filing the Offer
Document with ROC/SEs. The Draft Offer Document is available on the SEBI
website for public comments for a period of 21 days from the filing of the
Draft Offer Document with SEBI.
What is an ‘Abridged ProspectusÙ?
‘Abridged ProspectusÙ is a shorter version of the Prospectus and contains all
the salient features of a Prospectus. It accompanies the application form of
public issues.
Who prepares the ‘ProspectusÙ/‘Offer DocumentsÙ?
Generally, the public issues of companies are handled by ‘Merchant BankersÙ
who are responsible for getting the project appraised, finalizing the cost of
the project, profitability estimates and for preparing of ‘ProspectusÙ. The
‘ProspectusÙ is submitted to SEBI for its approval.
What does one mean by ‘Lock-inÙ?
‘Lock-inÙ indicates a freeze on the sale of shares for a certain period of time.
SEBI guidelines have stipulated lock-in requirements on shares of promoters
mainly to ensure that the promoters or main persons, who are controlling
the company, shall continue to hold some minimum percentage in the
company after the public issue.
What is meant by ‘Listing of SecuritiesÙ?
Listing means admission of securities of an issuer to trading privileges
(dealings) on a stock exchange through a formal agreement. The prime
objective of admission to dealings on the exchange is to provide liquidity
and marketability to securities, as also to provide a mechanism for effective
control and supervision of trading.
What is a ‘Listing AgreementÙ?
At the time of listing securities of a company on a stock exchange, the
company is required to enter into a listing agreement with the exchange.
The listing agreement specifies the terms and conditions of listing and the
disclosures that shall be made by a company on a continuous basis to the
exchange.
What does ‘Delisting of securitiesÙ mean?
The term ‘Delisting of securitiesÙ means permanent removal of securities of a
listed company from a stock exchange. As a consequence of delisting, the
securities of that company would no longer be traded at that stock
exchange.
What is SEBIÙs Role in an Issue?
Any company making a public issue or a listed company making a rights
issue of value of more than Rs 50 lakh is required to file a draft offer
document with SEBI for its observations. The company can proceed further
on the issue only after getting observations from SEBI. The validity period of
SEBIÙs observation letter is three months only i.e. the company has to open
its issue within three months period.
Does it mean that SEBI recommends an issue?
SEBI does not recommend any issue nor does take any responsibility either
for the financial soundness of any scheme or the project for which the issue
is proposed to be made or for the correctness of the statements made or
opinions expressed in the offer document. SEBI mainly scrutinizes the issue
for seeing that adequate disclosures are made by the issuing company in the
prospectus or offer document.
Does SEBI tag make oneÙs money safe?
The investors should make an informed decision purely by themselves based
on the contents disclosed in the offer documents. SEBI does not associate
itself with any issue/issuer and should in no way be construed as a
guarantee for the funds that the investor proposes to invest through the
issue. However, the investors are generally advised to study all the material
facts pertaining to the issue including the risk factors before considering any
investment. They are strongly warned against relying on any ‘tipsÙ or news
through unofficial means.
Can companies in India raise foreign currency resources?
Yes. Indian companies are permitted to raise foreign currency resources
through two main sources: a) issue of foreign currency convertible bonds
more commonly known as ‘EuroÙ issues and b) issue of ordinary shares
through depository receipts namely ‘Global Depository Receipts
(GDRs)/American Depository Receipts (ADRs)Ù to foreign investors i.e. to the
institutional investors or individual investors.
What is an American Depository Receipt?
An American Depositary Receipt ("ADR") is a physical certificate evidencing
ownership of American Depositary Shares ("ADSs"). The term is often used
to refer to the ADSs themselves.
What is an ADS?
An American Depositary Share ("ADS") is a U.S. dollar denominated form of
equity ownership in a non-U.S. company. It represents the foreign shares of
the company held on deposit by a custodian bank in the company's home
country and carries the corporate and economic rights of the foreign shares,
subject to the terms specified on the ADR certificate.
One or several ADSs can be represented by a physical ADR certificate. The
terms ADR and ADS are often used interchangeably.
ADSs provide U.S. investors with a convenient way to invest in overseas
securities and to trade non-U.S. securities in the U.S. ADSs are issued by a
depository bank, such as JPMorgan Chase Bank. They are traded in the
same manner as shares in U.S. companies, on the New York Stock Exchange
(NYSE) and the American Stock Exchange (AMEX) or quoted on NASDAQ
and the over-the-counter (OTC) market.
Although ADSs are U.S. dollar denominated securities and pay dividends in
U.S. dollars, they do not eliminate the currency risk associated with an
investment in a non-U.S. company.
What is meant by Global Depository Receipts?
Global Depository Receipts (GDRs) may be defined as a global finance
vehicle that allows an issuer to raise capital simultaneously in two or
markets through a global offering. GDRs may be used in public or private
markets inside or outside US. GDR, a negotiable certificate usually
represents companyÙs traded equity/debt. The underlying shares correspond
to the GDRs in a fixed ratio say 1 GDR=10 shares.
