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About IOSCO
Capital markets are where savings and investments are channeled between
suppliers—people or institutions with capital to lend or invest—and those in need.
Suppliers typically include banks and investors while those who seek capital are
businesses, governments, and individuals.
Capital markets are composed of primary and secondary markets. The most common
capital markets are the stock market and the bond market.
The best-known capital markets include the stock market and the bond markets.
2) Stock Exchanges :
Jatin Kothari ( K247)
A stock exchange, securities exchange, or bourse is an exchange where stockbrokers and
traders can buy and sell securities, such as shares of stock, bonds, and other financial
instruments. Stock exchanges may also provide facilities for the issue and redemption of
such securities and instruments and capital events including the payment of income and
dividends.[citation needed] Securities traded on a stock exchange include stock issued by
listed companies, unit trusts, derivatives, pooled investment products and bonds. Stock
exchanges often function as "continuous auction" markets with buyers and sellers
consummating transactions via open outcry at a central location such as the floor of the
exchange or by using an electronic trading platform.
To be able to trade a security on a certain stock exchange, the security must be listed there.
Usually, there is a central location at least for record keeping, but trade is increasingly less
linked to a physical place, as modern markets use electronic communication networks,
which give them advantages of increased speed and reduced cost of transactions. Trade on
an exchange is restricted to brokers who are members of the exchange. In recent years,
various other trading venues, such as electronic communication networks, alternative
trading systems and "dark pools" have taken much of the trading activity away from
traditional stock exchanges.
Initial public offerings of stocks and bonds to investors is done in the primary market and
subsequent trading is done in the secondary market. A stock exchange is often the most
important component of a stock market. Supply and demand in stock markets are driven by
various factors that, as in all free markets, affect the price of stocks (see stock valuation).
There is usually no obligation for stock to be issued through the stock exchange itself, nor
must stock be subsequently traded on an exchange. Such trading may be off exchange or
over-the-counter. This is the usual way that derivatives and bonds are traded. Increasingly,
stock exchanges are part of a global securities market. Stock exchanges also serve an
economic function in providing liquidity to shareholders in providing an efficient means of
disposing of shares.
Indian Capital Markets are regulated and monitored by the Ministry of Finance, The Securities
and Exchange Board of India and The Reserve Bank of India.
The Ministry of Finance regulates through the Department of Economic Affairs - Capital
Markets Division. The division is responsible for formulating the policies related to the orderly
growth and development of the securities markets (i.e. share, debt and derivatives) as well as
protecting the interest of the investors. In particular, it is responsible for
institutional reforms in the securities markets,
building regulatory and market institutions,
strengthening investor protection mechanism, and
providing efficient legislative framework for securities markets.
a) SEBI keeps in place the regulatory framework and guidelines that govern and regulate
securities markets in the country. The guidelines for investors are listed below. Mutual
funds present the most diversified form of investment options and therefore, may carry a
certain amount of risk with it. Investors must be very clear in their assessment of their
financial position and the risk-bearing capacity in the event of the poor performance of such
schemes. Investors must, therefore, consider the risk appetite of an investment scheme.
b) Before venturing into mutual fund investment, it is imperative for you as an investor to
obtain detailed information about the mutual fund scheme option. Having the right
information when required to make the necessary decision is the key to making suitable
investments. This may help in choosing the right schemes, knowing the guidelines to follow
and also be informed of the investors’ rights.
Diversification of portfolios allows investors to spread out their investments over various
Choosing the right portfolio of funds requires managing and monitoring these schemes
individually with care. The investor must not clutter the portfolio and decide on the right
number of schemes to hold so as to avoid overlap and be able to manage each one of them
equally well. Not sure of the right schemes for your portfolio? ClearTax can help simplify this
for you. .
The investors should assign a time frame to each scheme to encourage the financial growth
of the plan. It may help in containing the volatility and fluctuations in the market if the plans
are maintained stably over a period.
In India, venture capital fund ("VCF") is regulated by Securities and Exchange Board of India
(Alternative Investment Funds) Regulations, 2012 ("AIF Regulations") issued by the Securities and
Exchange Board of India ("SEBI"). It is recognized as Category I Alternative Investment Fund which
acts as an intermediary in the financial market, to provide capital to small firms and budding start-
ups having high growth potential.
The investments done by a VCF primarily involve investments in unlisted securities of start-ups or
emerging or early stage Indian companies, limited liability partnerships involved in new products,
new services, technology or intellectual property right based activities or a new business model
Setting up of a VCFA company, Limited Liability Partnership, trust or any other body corporate
which satisfies the eligibility criteria as provided under the AIF Regulations can set up a VCF in
India by obtaining a certificate of registration from the SEBI.
The application for grant of registration certificate can be made by the eligible applicants on
submission of a form prescribed under first schedule of AIF Regulations along with the requisite
application fee with the SEBI. Basis the review of the application and the information submitted,
SEBI may issue registration certificate to VCF subject to certain conditions.
A VCF or any scheme launched by it should be close ended with a minimum tenure of 3 (three)
years and the tenure is to be determined at the time of filing application for registration with the
SEBI.
4.2Investment in VCF
Investment in VCF is subject to certain conditions such as each scheme of VCF is required to have
a minimum corpus of INR 200 Million and every investor is required to invest atleast INR 10 Million
(except for the employees and directors of VCF who can invest a minimum of INR 2.5 Million).
Further, no scheme can have more than 1000 investor.
The VCF can raise funds from any investor whether Indian, foreign or non-resident Indians ("NRI")
by way of issue of units, however, any investment in VCF by a person resident outside India
(including a NRI) is governed by Foreign Exchange Management (Non-debt Instruments) Rules,
2019.
Investment conditions and restrictions by VCFThe investment strategy, investment purpose and
investment methodology of a VCF shall be mentioned in its information memorandum or
placement memorandum.Investments by VCF are subject to the certain conditions which, inter
alia, includes the following:-
Private equity investment refers to the investments made by private equity firms, venture
capital (VC) firms or an angel investor. Each of these types of investors has a different goal
and employs different investment strategies but they all provide capital to a company to aid
its growth or satisfy working capital requirements.
Venture capital firms provide funds to nascent businesses that they deem to have high growth
potential. They invest in these early-stage companies (usually based on an innovative
technology) in exchange for an ownership stake. They take this risk hoping for the company
to be successful and earn a return through an eventual exit via an initial public offering (“IPO”)
or a trade sale (merger & acquisition). Due to the high level of risk involved in such
investments, venture capital investments are often prone to failures.
Seed financing: where capital is provided to develop the business idea in exchange for
an equity stake.
Start-up financing: where capital is provided to help the new business grow.
First-stage: where capital is provided for the commercialization and production of
products. The funding at this stage is larger than the previous stages.
Second-stage: where the second round of capital is infused for production, working
capital and other requirements of the business.
Third-stage: where capital is provided for the expansion of the business.
Bridge financing: where the capital is provided to carry out an IPO or an M&A. This is
often the final stage of investment for a VC firm.
Leveraged Buyout (LBO)/ Buyout: where the capital and usually debt is used to acquire
the entire business or a controlling stake.
Management Buyout (MBO): where capital is provided by the investment firm along
with the incumbent management to acquire a controlling stake in the business.
1Angel investment is a form of equity financing where the investor supplies funding in exchange
of taking an equity position in the company.
2. Angel funds invest in very early-stage businesses providing capital for start up or expansion.
3. Angle investment is much more risky than debt financing as unlike a loan, invested capital
does not have to be paid back in the event of the business failing.
4. The angel fund will have a say in how the business is run and will also receive a portion of the
profits when the business is sold.
5. Angel funds in India are regulated by Sebi under the umbrella regulations for Alternative
Investment Funds (AIFs).
3.2.1. Regulation 19D (2) of AIF Regulations states that “An angel fund shall have a corpus of at
least ten crore rupees.”
3.2.2. It is recommended by the working group that considering the fact that angel investments
are as low as twenty-five lakhs rupees, it is restrictive for angel funds to start with a corpus of ten
crores rupees. The requirement of having at least ten crore rupees corpus may be reduced to five
crore rupees.
3.2.3. Such reduction in minimum corpus size will enable the angel funds with smaller corpus to
register with SEBI. This will help the start-up ecosystem to raise more funds from angel funds set
up with such reduced corpus.
3.2.4. Proposal It is proposed to amend the requirement of having at least ten crore rupees corpus
to at least five crore rupees. 3.3. Maximum period to accept funds from angel investors
3.3.1. Regulation 19D (3) of AIF Regulations states that “angel funds shall accept, up to a maximum
period of three years, an investment of not less than twenty five lakh rupees from an angel
investor.”
3.3.2. It is recommended by the working group that the maximum period for accepting funds from
investors should be increased to 5 years as angel funds may not be able to offer sufficient number
of investment opportunities in the angel investor’s area of interest and thus angel investors may
be mandatorily required to invest in available investment opportunities within three years. During
this mandatory period of three years, there would be scenarios wherein enough opportunities are
not available for investment by angel funs due to various reasons such as macro-economic
outlook, slow growth economic trends, etc.
3.3.3. Such increase in maximum period to accept funds from investors will provide angel funds
more time to identify opportunities and invest in VCUs.
3.3.4. Proposal
It is proposed to amend the requirement of maximum period for accepting funds from an angel
investor from three years to five years.
3.4. Filing of scheme memorandum to SEBI by angel funds
3.4.1. Regulation 19E(1) of AIF Regulations states that “The angel fund may launch schemes
subject to filing of a scheme memorandum at least ten working days prior to launch of the scheme
with the Board.”
3.4.2. It is recommended by the working group that considering the construct of the Angel Fund,
where a written approval is sought from each angel investor prior to making an investment and a
detailed private placement memorandum is already filed with SEBI at the time of registration, it
is onerous to file a scheme memorandum with SEBI at least ten working days prior to launch of
the scheme. Accordingly, it is recommended that angel funds may file an intimation with details
on the specific investment with SEBI within ten days of launching scheme.
3.4.3. Proposal
It is proposed to replace the requirement of filing of scheme memorandum to SEBI by angel funds
with requirement of filing term sheet containing material information, as may be specified by SEBI,
regarding the scheme to SEBI within ten days of launching scheme. 3.5.Amendments in
Regulations 19D(4) and 19(E)4 of AIF Regulations
3.5.1. Regulation 19D(4) of AIF Regulations states that “Angel fund shall raise funds through
private placement by issue of information memorandum or placement memorandum, by
whatever name called.”, whereas Regulation 19E(4) of AIF Regulations states that “No scheme of
the angel fund shall have more than two hundred angel investors.”
3.5.2. Further, Section 42 (2)(ii) of the Companies Act, 2013 states that “private placement means
any offer of securities or invitation to subscribe securities to a select group of persons by a
company (other than by way of public offer) through issue of a private placement offer letter and
which satisfies the conditions specified in this section.” It is recommended by the working group
that the provisions of Companies Act are applicable only on companies and since the angel funds
are generally formed as Trusts, private placement rules, as prescribed in section 42 of the
Companies Act, 2013, should not be applicable on them.
3.5.3. The group, in order to get clarification on private placement provisions, has requested
amendment in AIF Regulations by inserting a proviso to Regulation 19(D)(4) and 19E(4) of AIF
Regulations as under: Provided that the provisions of the Companies Act, 2013 shall apply to the
Angel fund, if it is formed as a company.”
3.5.4. In this regard, it is noted that proviso to Regulation 10 (f) of AIF Regulations states that
“Provided that the provisions of the Companies Act, 1956 shall apply to the Alternative Investment
Fund, if it is formed as a company.”
3.5.5. Proposal The proviso to Regulation 10 (f) of AIF Regulations is applicable on all AIFs including
angel funds. Hence, a separate clarification by way of inserting a new proviso with respect to angel
funds is not required and hence, the proposal is not accepted.
RULES:-