Professional Documents
Culture Documents
‘The secondary market is the market in which existing securities are resold or
traded.’ It is also known as Stock market
In India the secondary market consists of stock exchanges operating under rules,
by-laws, and regulations duly approved by the govt.
Secondary Market refers to a market where securities are traded after being
initially offered to the public in the primary market and/or listed on the Stock
Exchange. Majority of the trading is done in the secondary market. Secondary
market comprises of equity markets and the debt markets.
Broker-dealer:
It is a natural person, a company or other organization that trades securities for its
own account or on behalf of its customers.
Floor broker:
Floor trader:
Market maker:
A market maker is a company, or an individual, that quotes both a buy and a sell
price in a financial instrument or commodity held in inventory, hoping to make a
profit on the bid-offer spread, or turn.
Proprietary trader:
Proprietary trading (also "prop trading" or PPT) occurs when a firm trades stocks,
bonds, currencies, commodities, their derivatives, or other financial instruments,
with the firm's own money as opposed to its customers' money, so as to make a
profit for itself.
Quantitative analyst:
A quantitative analyst is a person who works in finance using numerical or
quantitative techniques. Similar work is done in most other modern industries, but
the work is not always called quantitative analysis. In the investment industry,
people who perform quantitative analysis are frequently called quants.
Stock trader:
A stock investor is an individual or firm who puts money to use by the purchase of
equity securities, offering potential profitable returns, as interest, income, or
appreciation in value (capital gains).
Investor:
The Securities Contract and Regulation Act defines a stock exchange as, “An
organization or body of individuals, whether incorporated or not established for the
purpose of assisting, regulating, and controlling of business in buying, selling, and
dealing in securities.”
This comes under treasury sector, which provides service to stock brokers &
traders to trade stocks ,bonds and securities. Stock exchanges helps the companies
to raise their fund. Therefore the companies needs to list themselves on the Stock
Exchange. There are 23 stock exchanges in India like BSE, NSE, Bangalore stock
exchange, Cochin stock exchange, Delhi stock exchange, Kolkata stock exchange
& many others.
2. Pricing of Securities
The stock market helps in valuing securities based on the demand and supply
factors. The demand for the securities of profitable and growth-oriented companies
is more; therefore, they are valued higher. This valuation of securities is essential
for the government, investors, and creditors. With this, the government can impose
taxes on the value of securities, investors can know the value of their investment in
securities, and the creditors can value the creditworthiness of the company.
3. Safety of Transactions
Only the listed securities are traded in the stock market. Besides, the stock
exchange authorities consist of the company’s names in the trade list only after
they have verified the soundness of the company. The companies listed in the stock
exchange have to operate within the strict rules and regulations laid down by the
authority, as it helps in ensuring the safety of dealing through stock exchange.
4. Contributes to Economic Growth
Securities of various companies are bought and sold on a stock exchange. This
process of disinvestment and reinvestment in securities helps a trader invest in the
most productive investment proposal. This result leads to capital formation and
economic growth of a country.
5. Spreading of Equity Cult
Stock exchange regulates new issues, provides better trading practices, and
educates the public about the investment to encourage people to invest in the
ownership securities.
6. Providing Scope for Speculation
The stock exchange permits health speculation of securities so that it can ensure
liquidity and demand of supply of securities.
7. Liquidity
The main function of stock market is provision of ready market for the sale and
purchase of securities. The presence of stock exchange market assures the
investors that they can convert their investment into cash whenever they want.
Because of the stock exchange, investors can without hesitating, invest in long-
term investment projects. Besides, with the help of stock exchange, investors can
convert their long-term investments into short-term and medium-term investments.
8. Better Allocation of Capital
The shares of a profit-making company are quoted at a higher price and are traded
actively so that the companies can easily raise fresh capital from the stock market.
As the general public hesitates while investing in securities of a loss-making
company, the stock exchange helps by facilitating the allocation of investor’s funds
to profitable channels.
9. Promotes the habits of Savings and Investment
To promote the habit of savings and investment among people, the stock market
offers attractive opportunities for investment in different securities to them. With
these opportunities, people save more and invest in the securities of the corporate
sector rather than investing in unproductive assets like silver, gold, etc.
Trading Procedure on a Stock Exchange
Before the companies start selling the securities through stock exchange, they have
to first get their securities listed in the stock exchange. The name of the company
is included in listed securities only when the authorities of stock exchange are
satisfied with the financial soundness and various other aspects of the company.
Earlier, the buying and selling of securities were done on the trading floor of stock
exchange. However, in present times, it is done through computers and consists of
the following steps:
1. Selection of Broker
One can buy and sell securities only through the brokers registered under SEBI and
who are members of the stock exchange. A broker can be a partnership firm, an
individual, or a corporate body. Hence, the first step of the trading procedure is
selection of a broker who will buy/sell securities on the behalf of a speculator or
investor. Before placing an order to the registered broker, the investor has to
provide some information including PAN Number, Date of Birth and Address,
Educational Qualification and Occupation, Residential Status (Indian/NRI), Bank
Account Details, Depository A/c details, Name of any other brokers with whom
they have registered, and Client code number in client registration form. After
getting information regarding all the said things, the broker opens a trading account
in the name of the investor.
2. Opening Demat Account with Depository
An account which must be opened with the Depository Participant (including
stock brokers or banks) by an Indian citizen for trading in the listed securities in
electronic form is known as Demat (Dematerialised) Account or Beneficial
Owner (BO) Account.
The second step of trading procedure is opening a Demat Account. The Depository
holds the securities in electronic form. A Depository is an organisation or
institution which holds securities like bonds, shares, debentures, etc. At present
there are two Depositories; namely, NSDL (National Securities Depository Ltd.)
and CDSL (Central Depository Securities Ltd.). The Depository and the investor
do not have direct contact with each other and interact with each other through
Depository Participants only. The Depository Participant will have to maintain the
securities account balances of the investor and intimate investor from time to time
about the status of their holdings.
3. Placing the Order
The next step after opening a Demat Account is placing of an order by the investor.
The investor can place the order to the broker either personally or through email,
phone, etc. The investor must make sure that the order placed clearly specifies the
range or price at which the securities can be sold or bought. For example, an order
placed by Kashish is, “Buy 200 equity shares of Nestle for not more than ₹200 per
share.”
4. Match the Share and Best Price
The broker after receiving an order from the investor will have to then go online
and connect to the main stock exchange to match the share and best price available.
5. Executing Order
When the shares can be bought or sold at the price mentioned by the investor, it
will be communicated to the broker terminal and then the order will be executed
electronically. Once the order has been executed, the broker will issue a trade
confirmation slip to the investors.
6. Issue of Contract Note
Once the trade has been executed within 24 hours, the broker will issue a contract
note. A contract note consists of the details of the number of shares bought or sold,
the date, time of deal, price of securities, and brokerage charges. A contract note is
an essential legal document. It helps in settling disputes claims between the
investors and the brokers. A contract note also consists of a printed unique order
code number assigned to each transaction by the Stock Exchange.
7. Delivery of Share and making Payment
In the next step, the investor has to deliver the shares sold or has to pay cash for the
shares bought. The investor has to do so immediately after receiving the contract
note or before the day when the broker shall make delivery of shares to the
exchange or make payment. This is known as Pay in Day.
8. Settlement Cycle
The payment of securities in cash or delivery of securities is done on Pay in Day,
which is before T+2 Day. It is because the settlement cycle is T+2 days on w.e.f
April 2003 rolling settlement basis. For example, if the transaction took place on
Tuesday, then the payment must be done before Thursday, i.e., T+2 days
(Transaction plus two more days).
9. Delivery of Shares or Making Payment
On the T+2 Day, the Stock Exchange will then deliver the share or make payment
to the other broker. This is known as Pay out Day. Once the shares have been
delivered of payment has been made, the broker has to make payment to investor
within 24 hours of the payout day as he/she has already received payment from the
exchange.
10. Delivery of Shares in Demat Form
The last step of the trading procedure is making delivery or shares in Demat form
by the broker directly to the Demat Account of the investor. The investor is
obligated to give details of his Demat Account and instruct his Depository
Participant (DP) for taking delivery of securities directly in his beneficial owner
account.
The Stock Market in India is regulated by the central government under the
Securities Exchange Board of India which provides:
· Recognition of stock exchange
· Supervision & control of stock exchange
· Regulation of contracts in securities
· Listing of securities
· Transfer of securities
The National Stock Exchange of India (NSEI) is similar to Over the Counter
Exchange of India (OTCEI). The common features between them are as
follows:
1. Incorporate Entities: The National Stock Exchange of India and Over the
Counter Exchange of India, both have been established as companies which
are promoted by the leading banks, financial institutions, insurance
companies, and other financial intermediaries.
4. No Trading Floor: The NSEI and OTCEI both don’t have a trading floor. In
other words, the trading in both exchanges takes place through a computer
network.
5. Screen-Based Trading: The transactions under NSEI and OTCEI are conducted
electronically through computers by using a satellite link.
The two basic purposes behind the setting up of OTCEI are as follows:
· For providing access of capital market to small and medium companies, so
they can raise finance in a cost-effective manner.
· For providing the investors with a convenient, efficient, and transparent
avenue for capital market investment.
Trading through Over the Counter does not take place from a specific
geographical location. Instead, the trading Procedure of OTC (Over the
Counter) includes the following three steps:
1. Go to an OTC (Over the Counter) Counter.
2. Look for the quotes on the computer screen.
3. Lastly, make a sale or purchase, if the price shown meets the target.
Over the Counter Exchange of India (OTCEI) is established on the lines of the
National Association of Securities Dealers Automated Quotations (NASDAQ).
NASDAQ is the OTC exchange in the USA and has been promoted by ICICI,
IDBI, LIC, SBI, IFCI, GIC Capital Markets and Bank Financial Services.
Objectives of Over the Counter Exchange of India (OTCEI)
The objectives of OTCEI are as follows:
1. Provide quicker liquidity to the securities at a fair and fixed price.
2. Provide easy and cheaper means to the traders to make public sale of new issues.
3. Provide liquidity for the less traded securities or the securities of small
companies.
4. Provide a simple process of buying and selling to the traders.
Advantages of Over-the-Counter Market
1. The OTC Market provides the smaller and less liquid companies with a trading
platform. This platform cannot be listed on a regular stock exchange.
2. The OTC Market helps family concerns and closely held companies to go public
through it.
3. Investors, with the help of the OTC Market can freely choose stocks by dealers
for market making in primary as well as secondary markets.
4. OTC Market is cheaper because the cost of issuing securities and the expenses
of servicing the investors of the country through it is much less.
5. The dealers can also freely operate in new issues as well as a secondary market.
6. The OTC Market provides traders with transparent trading without any problem
of short or bad deliveries.
7. It also gives an advantage of free flow of information between the market
makers and customers because of the close contact between them.
Over the Counter Exchange of India (OTCEI) is similar to the National Stock
Exchange of India (NSEI). The common features between them are as follows:
1. Incorporate Entities: The National Stock Exchange of India and Over the
Counter Exchange of India, both have been established as companies which are
promoted by the leading banks, financial institutions, insurance companies, and
other financial intermediaries.
2. Transparent Market: As the transactions taking place are screen-based, both
NSE and OTCEI provide the traders with a transparent market. Besides, the
investors can check the exact price of the securities at which the transaction has
taken place.
3.Nationwide Coverage: The NSEI and OTCEI, both have nationwide coverage.
It means that there are no geographical and distance barriers in the National Stock
Exchange of India and the Over the Counter Exchange of India.
4. No Trading Floor: The NSEI and OTCEI both don’t have a trading floor. In
other words, the trading in both exchanges takes place through a computer
network.
5. Screen-Based Trading: The transactions under NSEI and OTCEI are conducted
electronically through computers by using a satellite link.
Dematerialisation of Securities (Demat Account): Benefits and Working
A process where the securities held by an investor in physical form are cancelled
and an electronic number or entry is given to the investor so that he/she can hold
the securities as an electronic balance in their account is known as
Dematerialisation. Simply put, Dematerialisation means the holding of securities
in electronic form. For Dematerialisation, the investor has to open a Demat
Account. In present times, all IPOs (Initial Public Offers) are issued in
dematerialised form and more than 90% of a company’s turnover is settled by
delivery in Demat Account. As per SEBI, it is compulsory for traders to trade in
Demat form for some selected securities only.
Benefits of Dematerialisation
1. Holding shares in Demat form is just like a bank account, which makes it a
convenient process of holding shares.
2. It reduces paperwork as the shares are held by the investors in electronic form.
3. Under Dematerialisation, a trader can convert the physical shares into electronic
form, and shares in electronic form can be converted back into physical form.
4. One can even pledge or mortgage the Demat securities to get loans.
5. As the share certificate is in electronic form, there is no danger of theft, loss, or
forgery.
6. It is the responsibility of a broker to credit the correct number of shares in the
investor’s account.
7. One can hold securities of different companies in one Demat Account.
Working of Demat System
1. The investors have to select a Depository Participant before opening a Demat
Account with depositories. A Depository Participant is an agent of Depository. A
Depository Participant may be a broker, bank, or financial service company.
2. The next step is to fill out an account opening form, along with PAN card
details, a photograph, etc.
3. The third step involves giving the physical share certificate to the Depository
Participant along with a request form for Dematerialisation.
4. Now, if the investors have applied shares in IPO, then they have to give simple
details of Demat Account and Depository Participant. The allotment of shares
would be automatically credited to Demat Account.
5. If the investors want to sell shares through a broker, then they must instruct the
Depository Participant to debit the account with the number of shares sold.
6. In the next step, the broker has to give instructions to his Depository Participant
for the delivery of shares to the stock exchange.
7. After that, the broker receives payment and pays the person for the shares sold to
him/her.
8. Lastly, it is crucial to complete all these transactions within 2 days, i.e., delivery
of shares. Besides, the payment received from buyers as settlement period is T+2
days since April 2003.
Demutualisation
The separation of ownership and control of stock exchanges from the trading
rights of members is known as Demutualisation. Earlier the ownership and
control of stock exchanges were in the hands of a broker, which often led to a
conflict of interest between the brokers and their clients. To solve this issue,
Demutualisation of the Stock Exchange was done by the Government.
Demutualisation has helped in two ways:
· First of all, it has reduced conflicts of interest between brokers and their
clients.
· Secondly, it has reduced the chances of brokers using the stock exchange for
their personal gain.
Powers of SEBI
· Promoting education, and training of intermediaries of securities market
· Prohibiting fraudulent and unfair trade practices relating to securities
market.
· Power to grant license to any person for the purpose of dealing in certain
areas.
· Issues and transfer of securities
· Power to inspect the books of accounts
BOMBAY STOCK EXCHANGE is the oldest and first stock exchange of India
established in the year First it was started under banyan tree opposite to town hall
of Bombay over 22 stock brokers.
More than 4,700 listed companies. Classified into A, B1, B2, F and Z groups.
SENSEX
BSE Sensex: BSE-SENSEX, short form of the BSE-Sensitive Index, is an index of
30 stocks representing a sample of large, well-established and financially sound
companies. It is the oldest index in India and has acquired a unique place in the
collective consciousness of investors. The index is widely used to measure the
performance of the Indian stock markets. BSE-SENSEX is considered to be the
pulse of the Indian stock markets as it represents the underlying universe of listed
stocks at The Stock Exchange, Mumbai.
BSE Indices : Sensex , BSE-100 , BSE-200 , BSE-500 ,BSE Midcap , BSE Small
cap
The NSE of India is the leading stock exchange of India, covering 370 cities and
towns in the country. It was established in 1994 as a TAX company. It was
established by 21 leading financial institutions and banks like the
IDBI,ICICI,IFCI,LIC,SBI,etc.
· Professionalization in trading-It brings professionalism in its functions
· Transparency-The use of computer screen for trading makes the dealings
insecurities transparent.
· Screen-based trading -Trading in this stock exchange is done electronically.
· Ring less - It has no ring or trading floor
· Nation wide coverage - Investors from all over country
Advantages of OTCEI.
1. It helps the investors to have easy and direct access to the stock exchange
After issue of securities (shares, bonds, debentures etc.) of companies, the same
have to be listed on a stock exchange (for their subsequent trading purpose).
SEBI
The Securities and Exchange Board of India (SEBI) was established on April 12,
1992 in accordance with the provisions of the Securities and Exchange Board of
India Act, 1992.
The Preamble of the SEBI Act, 1992 describes the basic functions of the SEBI as
follows: -
To register and regulate the working of stock brokers, sub-brokers, share transfer
agents, portfolio managers, investment advisers and such other intermediaries who
may be associated with securities markets in any manner.
To register and regulate the working of venture capital funds and collective
investment schemes including mutual funds.
To call for information from a company / person(s), inspect, conduct inquiries and
audits of the stock exchanges, mutual funds, other persons associated with the
securities market.
The functioning of stock exchanges in India has shown many weaknesses – long
delays, lack of transparency, price rigging and insider trading etc. To counter these
shortcomings and to regulate the capital market, the Govt. of India set up the
Securities Exchange Board of India (SEBI) in 1988 initially as a non-statutory
body, and as a statutory body, 1992 onwards.
Post 1991, Capital market reforms in primary and secondary markets in India:
· Free pricing of IPOs;
· Disclosure of all material facts & specific risks to investors;
· Issuers to give information regarding basis of calculation of premium to
investors;
· Introduction of a code of advertisement for public issues by SEBI;
· Introduction of electronic trading;
· Dematerialisation of securities;
· Allowing Buy-back of shares (companies allowed to buy-back their own
shares from market).
SEBI Meaning
· SEBI full form is Securities and Exchange Board of India
· SEBI is a statutory regulatory body established by the Government of India
to regulate the securities market in India and protect the interests of investors
in securities.
· It also regulates the functioning of the stock market, mutual funds, etc.
Objectives of SEBI
Following are some of the objectives of the SEBI:
2. Preventing the fraudulent practices and malpractices which are related to trading
and regulation of the activities of the stock exchange
Purpose of SEBI
The purpose for which SEBI was setup was to provide an environment that paves
the way for mobilisation and allocation of resources. It provides practices,
framework and infrastructure to meet the growing demand. SEBI was established
to keep a check on unfair and malpractices and protect the investors from such
malpractices. The organization was created to meet the requirements of the
following three groups:
It meets the needs of the following groups:
· 1. Issuer: For issuers, SEBI provides a marketplace that can utilised for
raising funds. SEBI works toward providing a marketplace to the investors
where they can efficiently and fairly raise their funds.
·
· 2. Investors: It provides protection and supply of accurate information that is
maintained on a regular basis. SEBI protects and supplies accurate
information to investors.
·
· 3. Intermediaries: It provides a competitive market for the intermediaries by
arranging for proper infrastructure. SEBI works towards providing a
professional and competitive market to the intermediaries
Functions of SEBI
SEBI has the following functions
1. Protective Function
2. Regulatory Function
3. Development Function
https://www.geeksforgeeks.org/securities-and-exchange-board-of-india-sebi-
objectives-and-functions/
Protective Function: The protective function implies the role that SEBI plays in
protecting the investor interest and also that of other financial participants. The
protective function includes the following activities.
a. Prohibits insider trading: Insider trading is the act of buying or selling of the
securities by the insiders of a company, which includes the directors, employees
and promoters. To prevent such trading SEBI has barred the companies to purchase
their own shares from the secondary market.
b. Check price rigging: Price rigging is the act of causing unnatural fluctuations in
the price of securities by either increasing or decreasing the market price of the
stocks that leads to unexpected losses for the investors. SEBI maintains strict
watch in order to prevent such malpractices.
c. Promoting fair practices: SEBI promotes fair trade practice and works towards
prohibiting fraudulent activities related to trading of securities.
a. SEBI has defined the rules and regulations and formed guidelines and code of
conduct that should be followed by the corporates as well as the financial
intermediaries.
Powers of SEBI
SEBI carries out the following tasks to meet its objectives: Protective functions,
Regulatory functions, and developmental functions.
Functions that SEBI performs as a part of its protective functions are:
· It checks price manipulation
· It bans Insider trading
· It prohibits unfair and fraudulent trade practices
· It promotes a fair code of conduct in the security market
· It takes efforts to educate the investors regarding ways to evaluate the investment
options better
As a part of its regulatory functions, SEBI performs the following role:
· It has designed a code of conduct, rules, and regulations to regulate the brokers,
underwriters, and other intermediaries.
· SEBI also governs a company’s takeover.
· It regulates and registers the workings of share transfer agents, stockbrokers,
merchant bankers, trustees, and others who are linked with the stock exchange.
· It regulates and registers the mutual funds as well.
· It conducts audits and inquiries of stock exchanges.
As a part of its developmental functions, SEBI performs the following role:
· It facilitates the training of the intermediaries.
· It aims at promoting activities of the stock exchange by having an adoptable and
flexible approach.
Structure of SEBI
The Board of SEBI comprises of nine members. The Board is an aggregate of the
following:
1. One Chairman of the board – appointed by the Central Government of India
2. One Board member – appointed by the Central Bank, that is, the RBI
3. Two Board members – hailing from the Union Ministry of Finance
4. Five Board members – elected by the Central Government of India
The Chairman of SEBI, in addition to overseeing the Board, also looks over the
Communications, Vigilance, and Internal Inspection Department.
There are four whole-time members in the organizational structure. The whole-
time members are allocated a number of departments that they have to oversee.
Each department is individually headed by an executive director. The executive
directors report to specific whole-time members.
The organizational structure of SEBI consists of more than 25 departments, such as
Foreign Portfolio Investors and Custodians (FPI&C), Corporation Finance
Department (CFD), Information Technology Department (ITD), Department of
Economic and Policy Analysis (DEPA-I,II, & III), Investment Management
Department, Legal Affair Department, Treasury and Accounts Divisions (T&A),
and National Institute of Securities Market (NISM)
Powers of SEBI
In this entire exercise of the peak margin system, SEBI’s primary goal was to curb
market speculation in order to prevent losses for individual investors in volatile
markets.
The new margin rules by SEBI mandate the following:
· The stock, being pledged, is to remain in the investor’s de-mat account. As
the stock is not changing accounts, the benefits from corporate events accrue
directly to the investors
· Upfront collection of margins by brokers for any purchase or sale of
securities, penalizing any sort of failure to do so. Clients could meet the
margin requirements by the end of the day, which is now changed to the
beginning of the day
· Power of Attorney (POA) cannot be assigned in the favor of the brokers for
pledging. As under the old system, brokers could demand POA from the
investors to execute decisions on their behalf
· Margin pledge created separately for investors requiring margin
· Buy Today Sell Tomorrow (BTST) not allowed anymore for shares bought
on margin. Investors are required to honor the delivery of share (T+2 days is
the usual settlement period). Typically, investors would use intraday realized
profits to meet the margin requirements, which is now amended by the new
regulations. For a BTST trade, it can be initiated only if the net available
margin is equal to or greater than 20 percent of the transaction value.
Policies and Programmes
This Annual Report of the Securities and Exchange Board of India (SEBI) reviews
the policies and programmes of SEBI and its working and operations for the fiscal
year 1996-97. It describes the manner in which SEBI has been carrying out its
functions and exercising its powers in terms of the Securities and Exchange Board
of India Act, 1992; the Securities Contracts (Regulation) Act, 1956; the Companies
Act, 1956 and the Depositories Act, 1996. The Report also gives details of
developments in Indian securities markets in 1996-97, and their bearing on and
relation to the work of SEBI. The Report has been prepared in accordance with the
format prescribed in the Securities and Exchange Board of India (Annual Report)
Rules, 1994, notified in the Official Gazette on April 7, 1994.
During 1996-97 SEBI continued its operations and initiatives in regulating and
developing the Indian securities markets in fulfilment of the twin objectives of
investor protection and market development set forth in the SEBI Act, 1992.
Throughout its five year existence as a statutory body, SEBI has sought to balance
the two objectives by constantly reviewing and reappraising its existing policies
and programmes, formulating new policies and crafting new regulations in areas
hitherto unregulated to foster development in these areas and implementing them
to ensure growth of the markets with efficiency, integrity and protection of
investors' interest. The developments and reforms in Indian securities markets
since January 1992, when SEBI was given statutory powers are given in the box
below.
Securities Markets Reforms and Development January 1992 to March 1996
1. The Securities and Exchange Board of India, set up in 1988 under an
administrative arrangement, given statutory powers with the enactment of
the SEBI Act, 1992
2. Capital Issues(Control) Act, 1947 repealed and the Office of Controller of
Capital Issues abolished; control over price and premium of shares removed.
Companies now free to raise funds from securities markets after filing letter
of offer with SEBI
3. SEBI introduces regulations for primary and secondary market
intermediaries, bringing them within the regulatory framework
4. New reforms by SEBI in the primary market include improved disclosure
standards, introduction of prudential norms and simplification of issue
procedures. Companies required to disclose all material facts and specific
risk factors associated with their projects while making public issues.
5. Disclosure norms further strengthened by introducing cash flow statements
6. Listing agreements of stock exchanges amended to require listed companies
to furnish annual statement to the stock exchanges showing variations
between financial projections and projected utilisation of funds in the offer
document and at actuals, to enable shareholders to make comparisons
between performance and promises
7. New issue procedures introduced - partial book building for institutional
investors - aimed at reducing costs of issue
8. SEBI introduces a code of advertisement for public issues for ensuring fair
and truthful disclosures
9. The power to regulate stock exchanges delegated to SEBI by the government
10.SEBI reconstitutes the governing boards of the stock exchanges, introduces
capital adequacy norms for brokers and issues rules for making the
client/broker relationship more transparent, in particular, segregating client
and broker accounts
11.Over the Counter Exchange of India (OTC) set up with computerised on line
screen based nation-wide electronic trading and rolling settlement
12.National Stock Exchange of India (NSE) set up as a stock exchange with
computerised on line screen based nation- wide electronic trading
13.The Stock Exchange, Mumbai (BSE) introduces on line screen based trading
14.Capital adequacy requirement for brokers introduced
15.System of mark to market margins introduced on the stock exchanges
16."Revised carry forward" system introduced in place of "badla"
17.National Securities Clearing Corporation Limited set up by the NSE
18.SEBI frames regulations for mutual funds. Private mutual funds permitted
and several such funds have already been set up. All mutual funds allowed
to apply for firm allotment in public issues - also aimed at reducing issue
costs
19.SEBI introduces regulations governing substantial acquisition of shares and
take-overs and lays down the conditions under which disclosures and
mandatory public offers are to be made to the shareholders
20.Indian companies permitted to access international capital markets through
Euroissues
21.Foreign Direct Investment allowed in stock broking, asset management
companies, merchant banking and other non- bank finance companies
22.Foreign Institutional Investors (FIIs) allowed to access to Indian capital
markets on registration with SEBI
23.Guidelines for Offshore Venture Capital Funds announced by the
government
24.SEBI strengthens surveillance mechanisms in SEBI and directs all stock
exchanges to have separate surveillance departments
25.SEBI strengthens enforcement of its regulations. Begins the process of
prosecuting companies for mis-statements, issues show cause notices to
merchant bankers, ensures refunds of application money in several issues on
account of mis-statements in the prospectus
1996-97 has been another eventful and challenging year for SEBI. At the same
time as carrying on its day-to-day work in setting standards, in supervision and
enforcement, SEBI introduced an array of reforms in the primary and secondary
markets and catalysed modernisation of the market infrastructure to prepare the
markets for the new century. Enforcement and surveillance remained a major
priority for SEBI. SEBI continued to use its powers to the full and instituted a
number of enforcement actions against a wide range of securities law violations.
The past year marked an important turning point in primary market regulation,
which helped in further streamlining and simplifying the issue procedure, imparted
greater flexibility to the issue process and strengthened the criteria for accessing
the securities market. In the secondary market, reforms aimed at improving the
market efficiency, transparency and integrity. Trading infrastructure was
modernised with majority of the stock exchanges replacing the open outcry system
by computerised on line screen based trading systems. Improvements were made in
the clearance and settlement systems which still form a weak link in the securities
markets.
A major step in this direction was taken with the establishment of a depository -
the National Securities Depository Limited (NSDL). The development of mutual
funds which are important investment vehicles in a mature securities market, was
given a major impetus, with the revision of the mutual fund regulations which now
provide greater operational flexibility to the fund managers and increase their
accountability and supervision. Far reaching changes were made to the SEBI
regulations for substantial acquisition of shares and take- overs. The take-over
regulations were revised based on the recommendations of the committee
appointed by SEBI under the chairmanship of Justice P N Bhagwati, former Chief
Justice of India. The new regulations, while enhancing the level of investor
protection and transparency recognise the new freedom in the corporate sector as
an outcome of the reforms. The regulations for the Foreign Institutional Investors
(FIIs) were liberalised to provide greater flexibility and widening the scope of their
investment in Indian securities markets.
Five new regulations were notified by SEBI, during the year. These were the SEBI
(Custodian of Securities) Regulations, 1996 notified on May 16, 1996; the SEBI
(Depository and Participants) Regulations, 1996 notified on May 16, 1996; the
SEBI (Venture Capital Funds) Regulations, 1996 notified on December 4, 1996;
the revised SEBI (Mutual Funds) Regulations, 1996 notified on December 9, 1996;
and the revised SEBI (Substantial Acquisitions of Shares and Take- overs)
Regulations, 1997 notified on February 20, 1997. Besides, the regulations for
Foreign Institutional Investors were also amended to give effect to the
liberalisation in policy on foreign portfolio investment. Changes were also made to
the SEBI (Merchant Bankers) Regulations, 1992 and the SEBI (Underwriters)
Regulations, 1993. A list of all rules and regulations notified under the SEBI Act is
given as an Annexure to this Report.
While introducing these and other reforms and policy changes, SEBI has followed
an open, transparent, consultative and participative approach. SEBI has kept in
close touch with investors, market participants and professionals. This feedback, as
well as expert advice has helped SEBI formulate regulations which have
conceptual underpinnings and address market needs.
https://www.sebi.gov.in/sebi_data/commondocs/pt01_h.html
SEBI has instituted a process for redressing investor grievances arising from the
issue procedure, from investor dealings with brokers and sub-brokers and against
mutual funds. The largest number of investor grievances are caused as part of the
issue process.
Compliance officer
·
1. will liase with SEBI in matters related to investor grievance
2. will ensure implementation of the various laws, rules, regulations and
other directives of SEBI by companies
3. will report to the board of the company on the status of investor
complaints received through various sources - directly, stock
exchanges, investor associations, SEBI and Department of Company
Affairs
In order to build up investor confidence and trust and to protect the investors, SEBI
advised listed companies in July 1996 to appoint compliance officers. As of March
31, 1997, 1,431 companies reported appointment of compliance officers. These
officers:
NRI Cell
·
1.Non receipt of refund orders/ allotment letters/ stock invest
2.Non receipt of dividend
3.Non receipt of share certificates/ bonus shares
4.Non receipt of debenture certificates/ interest/ redemption amount/
interest on delayed payment of interest on debentures
5. Non receipt of rights forms/ interest on delayed receipt of refund order
Keeping in view the objective of investor protection and also the importance of
investment by NRIs, the SEBI created with effect from January 1, 1997, a separate
"NRI cell" at SEBI Head Office, Mumbai to attend to the grievances that the NRI
investors may have. SEBI has taken this step to give a more focused attention to
and speedy redressal of the problems faced by the NRI investors in their dealings
in the securities markets. The following is an illustrative list of
complaints/grievances that an NRI investor may have against a listed company
which they can take up with the NRI cell of SEBI for appropriate redressal
SEBI has set a mechanism for redressal of investor grievances arising from the
issue process. Investors may send their complaints by mail or may give them in
person. It was observed that several investors would travel from outside Mumbai to
submit their complaints in person or to obtain guidance from SEBI staff. In order
to mitigate the difficulties of the investors in approaching SEBI at its Head Office,
Mumbai, the work relating to attending to investor grievances has, with effect from
January 1997, been delegated to the Regional offices of SEBI at Calcutta, Chennai
and New Delhi.
Issue of NOC for release of the 1% security deposit placed with the regional stock
exchange
Defaulting companies
Companies with whom SEBI takes up investor grievances generally respond to and
take effective steps to redress the grievances. However, certain companies either
do not respond despite reminders that their grievance redressal is unsatisfactory.
During the year 1996-97, SEBI charted an action programme to make these
companies more compliant. According to this, SEBI holds meeting with the
officials of such companies and during the meetings, the need for immediate
corrective action by the companies is insisted upon. Such meetings are held
periodically until the redressal status becomes satisfactory. Further issue of
securities by these companies are subjected to their satisfactory redressal of the
outstanding investor grievances.
Investor associations
As a part of the Investor Education programme and with a view to create a greater
degree of awareness among the investors throughout the country, SEBI has been
registering investors associations. At the end of 1996-97, there were 8 such
registered associations. SEBI is reviewing the policy of granting registration/
renewing the registration with a view to encouraging formation of more and
effective investor associations.
Investor education/guidance
SEBI undertakes several measures to educate and assist the investors. SEBI
provides "walk-in" service at its Head Office at Mumbai and at its regional offices
at New Delhi, Chennai and Calcutta on all working days. Investors can meet the
officials and get guidance relating to the grievances that they may have against
issuers. Investors can also meet the higher officials of SEBI on specified working
days. As a part of the Investor education, SEBI had issued pamphlets under
Investor Guidance Series. These are being updated.
Grievance redressal
The grievance redressal rate of SEBI has been increasing through the years as can
be seen from Table 35 and Table 36 The reasons for the improvement in the rate of
investor grievance redressal in the current year are effective follow up with the
companies, tightening of the procedure for issuing No Objection Certificate for
release of the 1% security deposits kept by the companies with the stock exchanges
and periodic meetings held with the recalcitrant companies. The grievances
received during the year 1996-97 were substantially lower than those received in
the earlier years. The average receipts has consequently declined to around 600 per
day.
Co-ordination committee
During the year 1996-97, a meeting of the co-ordination committee on investor
grievance redressal comprising of representatives of DCA, NIC, BSE and DSE
besides SEBI was held in September 1996. It was decided in the meeting to
develop a common software for these agencies to help better management of
investor complaints.
Co-ordination with Overseas Regulators
SEBI is a member of the International Organisation of Securities Commissions
(IOSCO), and participated in its meetings at Montreal, Canada; and Warsaw,
Poland. SEBI is also a member of the Development Committee of IOSCO. In
1996- 97, SEBI was elected to the chairmanship of the Asia Pacific Regional
Committee of IOSCO and becomes a member of the Executive Committee of
IOSCO, its highest policy making body. SEBI also liases with IOSCO in
enforcement matters and in 1996-97 participated in the IOSCO Technical
Committee Working Party No. 4 on Enforcement Matters and also in the Asia
Pacific Enforcement Meeting.
SEBI is committed to working with overseas regulators on issues related to entities
which act as intermediaries or investors in different jurisdictions, and maintains
close contact with them. An agenda has been set within IOSCO for achieving a
given standard of disclosure norms, capital adequacy and compliance standards for
different markets. SEBI remains committed to implementation of this agenda for
ensuring that the fairness, integrity and transparency of Indian securities markets
remain comparable to markets abroad. During 1996-97, SEBI initiated the process
of entering into a Memorandum of Understanding with the United States Securities
and Exchange Commission.
https://www.sebi.gov.in/sebi_data/commondocs/pt3l_h.html
https://www.geeksforgeeks.org/what-is-stock-exchange/
https://tavaga.com/tavagapedia/sebi/
https://www.shiksha.com/online-courses/articles/objectives-of-sebi/
https://www.geeksforgeeks.org/what-is-over-the-counter-exchange-of-india-otcei/
https://www.geeksforgeeks.org/dematerialisation-of-securities-demat-account-
benefits-and-working/
https://www.geeksforgeeks.org/trading-procedure-on-a-stock-exchange/
A market in which the securities are sold for the first time is known as a Primary
Market. It means that under the primary market, new securities are issued from the
company. Another name for the primary market is New Issue Market. This
market contributes directly to the capital formation of a company, as the company
directly goes to investors and uses the funds for investment in machines, land,
building, equipment, etc.
A market that serves as a link between the savers and borrowers by transferring the
capital or money from those who have a surplus amount of money to those who are
in need of money or investment is known as Financial Market. Simply put,
Financial Market is a market that creates and exchanges financial assets. In
general, the investors are known as the surplus units and business enterprises are
known as the deficit units. Hence, a financial market acts as a link between
surplus units and deficit units and brings the borrowers and lenders together. The
financial market can be classified into two broad categories; namely, Capital
Market (Primary Market and Secondary Market) and Money Market.
The second method is ‘Offer for Sale’, and under this method, the new securities
are offered to the general public not by the company directly, but by an
intermediary who has bought a whole lot of securities from the company. These
intermediaries are generally the firms of brokers. As the intermediaries offer the
new securities to the general public, the company is saved from the complexities
and formalities of issuing the securities directly to the public.
The sale of securities through Offer for Sale takes place in two steps:
· Firstly, when the company issues the new securities to the intermediary at
face value.
· Secondly, when the intermediaries issue securities to the general public at a
higher price with the motive of earning profit.
3. Private Placement
Under this method, new shares are issued to the existing shareholders of a
company. It is known as the right issue because it is the pre-emptive right of the
shareholders that the company must offer them the new issue of shares before
subscribing them to outsiders. The existing shareholders have the right to subscribe
to the new shares in the proportion of the shares they already hold.
The Companies Act, 1956 states that it is compulsory for a company to issue a
Right Issue to the existing shareholders. It means that the stock exchange does not
allow a company to issue new shares in the market before giving the pre-emptive
rights to the existing shareholders. It is because if the company directly issues the
new issue to the new subscribers, then the existing shareholders of the company
may lose their share in the capital of the company and cannot have control over the
company.
A secondary market
A primary market
indirectly contributes to
directly contributes to
the capital of a company
the capital of a company
Capital Formation as it involves an
as it involves the transfer
exchange of funds
of funds from surplus
between surplus units
units to deficit units.
only.
There is no fixed
There is a fixed
geographical location of
geographical location of
a primary market. Every
Geographical Location a secondary market and
bank, institution, foreign
it also has fixed working
investor, etc., contribute
hours.
to this market.
SECONDARY MARKET:
‘The secondary market is the market in which existing securities are resold or
traded.’ It is also known as Stock market
In India the secondary market consists of stock exchanges operating under rules,
by-laws, and regulations duly approved by the govt.
Secondary Market refers to a market where securities are traded after being
initially offered to the public in the primary market and/or listed on the Stock
Exchange. Majority of the trading is done in the secondary market. Secondary
market comprises of equity markets and the debt markets.
The following are the financial products/instruments which the secondary market
deals with:
Equity Shares
Rights Issue
Rights Shares
Bonus Shares
Treasury Bills
Coupons
Commercial Paper
Debentures
Convertible Bond
Bond
Participating Preference Share
In the primary market, securities are offered to public for subscription for the
purpose of raising capital or fund. Secondary market is an equity trading avenue in
which already existing/pre- issued securities are traded amongst investors.
Secondary market could be either auction or dealer market. While stock exchange
is the part of an auction market, Over-the-Counter (OTC) is a part of the dealer
market.
Broker-dealer:
It is a natural person, a company or other organization that trades securities for its
own account or on behalf of its customers.
Floor broker:
Market maker:
A market maker is a company, or an individual, that quotes both a buy and a sell
price in a financial instrument or commodity held in inventory, hoping to make a
profit on the bid-offer spread, or turn.
Proprietary trader:
Proprietary trading (also "prop trading" or PPT) occurs when a firm trades stocks,
bonds, currencies, commodities, their derivatives, or other financial instruments,
with the firm's own money as opposed to its customers' money, so as to make a
profit for itself.
Quantitative analyst:
Stock trader:
A stock investor is an individual or firm who puts money to use by the purchase of
equity securities, offering potential profitable returns, as interest, income, or
appreciation in value (capital gains).
Investor:
Stock Exchange
The Securities Contract and Regulation Act defines a stock exchange as, “An
organisation or body of individuals, whether incorporated or not established for the
purpose of assisting, regulating, and controlling of business in buying, selling, and
dealing in securities.”
This comes under treasury sector, which provides service to stock brokers &
traders to trade stocks ,bonds and securities.
Stock exchanges helps the companies to raise their fund. Therefore the companies
needs to list themselves on the Stock Exchange
There are 23 stock exchanges in India like BSE, NSE, Bangalore stock exchange,
Cochin stock exchange, Delhi stock exchange, Kolkata stock exchange & many
others.
Functions of Stock Exchange/Secondary Market
The functions of stock exchange are as follows:
1. Economic Barometer
A stock exchange is a reliable barometer that helps in the measurement of
economic conditions of a country. If there is a major change in a country and
economy, it is reflected through the price of shares. In other words, a rise or fall in
the price of shares indicates the boom or recession cycle of the economy. As the
stock exchange reflects the economic conditions of a country, it is also known as a
Pulse of Economy or Economic Mirror.
2. Pricing of Securities
The stock market helps in valuing securities based on the demand and supply
factors. The demand for the securities of profitable and growth-oriented companies
is more; therefore, they are valued higher. This valuation of securities is essential
for the government, investors, and creditors. With this, the government can impose
taxes on the value of securities, investors can know the value of their investment in
securities, and the creditors can value the creditworthiness of the company.
3. Safety of Transactions
Only the listed securities are traded in the stock market. Besides, the stock
exchange authorities consist of the company’s names in the trade list only after
they have verified the soundness of the company. The companies listed in the stock
exchange have to operate within the strict rules and regulations laid down by the
authority, as it helps in ensuring the safety of dealing through stock exchange.
4. Contributes to Economic Growth
Securities of various companies are bought and sold on a stock exchange. This
process of disinvestment and reinvestment in securities helps a trader invest in the
most productive investment proposal. This result leads to capital formation and
economic growth of a country.
5. Spreading of Equity Cult
Stock exchange regulates new issues, provides better trading practices, and
educates the public about the investment to encourage people to invest in the
ownership securities.
6. Providing Scope for Speculation
The stock exchange permits health speculation of securities so that it can ensure
liquidity and demand of supply of securities.
7. Liquidity
The main function of stock market is provision of ready market for the sale and
purchase of securities. The presence of stock exchange market assures the
investors that they can convert their investment into cash whenever they want.
Because of the stock exchange, investors can without hesitating, invest in long-
term investment projects. Besides, with the help of stock exchange, investors can
convert their long-term investments into short-term and medium-term investments.
8. Better Allocation of Capital
The shares of a profit-making company are quoted at a higher price and are traded
actively so that the companies can easily raise fresh capital from the stock market.
As the general public hesitates while investing in securities of a loss-making
company, the stock exchange helps by facilitating the allocation of investor’s funds
to profitable channels.
9. Promotes the habits of Savings and Investment
To promote the habit of savings and investment among people, the stock market
offers attractive opportunities for investment in different securities to them. With
these opportunities, people save more and invest in the securities of the corporate
sector rather than investing in unproductive assets like silver, gold, etc.
Trading Procedure on a Stock Exchange
Before the companies start selling the securities through stock exchange, they have
to first get their securities listed in the stock exchange. The name of the company
is included in listed securities only when the authorities of stock exchange are
satisfied with the financial soundness and various other aspects of the company.
Earlier, the buying and selling of securities were done on the trading floor of stock
exchange. However, in present times, it is done through computers and consists of
the following steps:
1. Selection of Broker
One can buy and sell securities only through the brokers registered under SEBI and
who are members of the stock exchange. A broker can be a partnership firm, an
individual, or a corporate body. Hence, the first step of the trading procedure is
selection of a broker who will buy/sell securities on the behalf of a speculator or
investor. Before placing an order to the registered broker, the investor has to
provide some information including PAN Number, Date of Birth and Address,
Educational Qualification and Occupation, Residential Status (Indian/NRI), Bank
Account Details, Depository A/c details, Name of any other brokers with whom
they have registered, and Client code number in client registration form. After
getting information regarding all the said things, the broker opens a trading account
in the name of the investor.
2. Opening Demat Account with Depository
An account which must be opened with the Depository Participant (including
stock brokers or banks) by an Indian citizen for trading in the listed securities in
electronic form is known as Demat (Dematerialised) Account or Beneficial
Owner (BO) Account.
The second step of trading procedure is opening a Demat Account. The Depository
holds the securities in electronic form. A Depository is an organisation or
institution which holds securities like bonds, shares, debentures, etc. At present
there are two Depositories; namely, NSDL (National Securities Depository Ltd.)
and CDSL (Central Depository Securities Ltd.). The Depository and the investor
do not have direct contact with each other and interact with each other through
Depository Participants only. The Depository Participant will have to maintain the
securities account balances of the investor and intimate investor from time to time
about the status of their holdings.
3. Placing the Order
The next step after opening a Demat Account is placing of an order by the investor.
The investor can place the order to the broker either personally or through email,
phone, etc. The investor must make sure that the order placed clearly specifies the
range or price at which the securities can be sold or bought. For example, an order
placed by Kashish is, “Buy 200 equity shares of Nestle for not more than ₹200 per
share.”
4. Match the Share and Best Price
The broker after receiving an order from the investor will have to then go online
and connect to the main stock exchange to match the share and best price available.
5. Executing Order
When the shares can be bought or sold at the price mentioned by the investor, it
will be communicated to the broker terminal and then the order will be executed
electronically. Once the order has been executed, the broker will issue a trade
confirmation slip to the investors.
6. Issue of Contract Note
Once the trade has been executed within 24 hours, the broker will issue a contract
note. A contract note consists of the details of the number of shares bought or sold,
the date, time of deal, price of securities, and brokerage charges. A contract note is
an essential legal document. It helps in settling disputes claims between the
investors and the brokers. A contract note also consists of a printed unique order
code number assigned to each transaction by the Stock Exchange.
7. Delivery of Share and making Payment
In the next step, the investor has to deliver the shares sold or has to pay cash for the
shares bought. The investor has to do so immediately after receiving the contract
note or before the day when the broker shall make delivery of shares to the
exchange or make payment. This is known as Pay in Day.
8. Settlement Cycle
The payment of securities in cash or delivery of securities is done on Pay in Day,
which is before T+2 Day. It is because the settlement cycle is T+2 days on w.e.f
April 2003 rolling settlement basis. For example, if the transaction took place on
Tuesday, then the payment must be done before Thursday, i.e., T+2 days
(Transaction plus two more days).
9. Delivery of Shares or Making Payment
On the T+2 Day, the Stock Exchange will then deliver the share or make payment
to the other broker. This is known as Pay out Day. Once the shares have been
delivered of payment has been made, the broker has to make payment to investor
within 24 hours of the payout day as he/she has already received payment from the
exchange.
10. Delivery of Shares in Demat Form
The last step of the trading procedure is making delivery or shares in Demat form
by the broker directly to the Demat Account of the investor. The investor is
obligated to give details of his Demat Account and instruct his Depository
Participant (DP) for taking delivery of securities directly in his beneficial owner
account.
The Stock Market in India is regulated by the central government under the
Securities Exchange Board of India which provides:
· Recognition of stock exchange
· Supervision & control of stock exchange
· Regulation of contracts in securities
· Listing of securities
· Transfer of securities
The National Stock Exchange of India (NSEI) is similar to Over the Counter
Exchange of India (OTCEI). The common features between them are as
follows:
1. Incorporate Entities: The National Stock Exchange of India and Over the
Counter Exchange of India, both have been established as companies which
are promoted by the leading banks, financial institutions, insurance
companies, and other financial intermediaries.
4. No Trading Floor: The NSEI and OTCEI both don’t have a trading floor. In
other words, the trading in both exchanges takes place through a computer
network.
5. Screen-Based Trading: The transactions under NSEI and OTCEI are conducted
electronically through computers by using a satellite link.
Over the Counter Exchange of India (OTCEI) is an organisation which was
incorporated in 1990 under the Companies Act 1956. The trading in OCTEI
commenced in 1992 and is a fully computerised, single window, and transparent
exchange. OTC Market or Over the Counter can be defined as a place where
sellers seek buyers and buyers seek sellers, and then tries to arrange some terms
and conditions for the sale and purchase which is acceptable to both parties.
The two basic purposes behind the setting up of OTCEI are as follows:
· For providing access of capital market to small and medium companies, so
they can raise finance in a cost-effective manner.
· For providing the investors with a convenient, efficient, and transparent
avenue for capital market investment.
Trading through Over the Counter does not take place from a specific
geographical location. Instead, the trading Procedure of OTC (Over the
Counter) includes the following three steps:
1. Go to an OTC (Over the Counter) Counter.
2. Look for the quotes on the computer screen.
3. Lastly, make a sale or purchase, if the price shown meets the target.
Over the Counter Exchange of India (OTCEI) is established on the lines of the
National Association of Securities Dealers Automated Quotations (NASDAQ).
NASDAQ is the OTC exchange in the USA and has been promoted by ICICI,
IDBI, LIC, SBI, IFCI, GIC Capital Markets and Bank Financial Services.
Objectives of Over the Counter Exchange of India (OTCEI)
The objectives of OTCEI are as follows:
1. Provide quicker liquidity to the securities at a fair and fixed price.
2. Provide easy and cheaper means to the traders to make public sale of new issues.
3. Provide liquidity for the less traded securities or the securities of small
companies.
4. Provide a simple process of buying and selling to the traders.
Advantages of Over-the-Counter Market
1. The OTC Market provides the smaller and less liquid companies with a trading
platform. This platform cannot be listed on a regular stock exchange.
2. The OTC Market helps family concerns and closely held companies to go public
through it.
3. Investors, with the help of the OTC Market can freely choose stocks by dealers
for market making in primary as well as secondary markets.
4. OTC Market is cheaper because the cost of issuing securities and the expenses
of servicing the investors of the country through it is much less.
5. The dealers can also freely operate in new issues as well as a secondary market.
6. The OTC Market provides traders with transparent trading without any problem
of short or bad deliveries.
7. It also gives an advantage of free flow of information between the market
makers and customers because of the close contact between them.
Over the Counter Exchange of India (OTCEI) is similar to the National Stock
Exchange of India (NSEI). The common features between them are as follows:
1. Incorporate Entities: The National Stock Exchange of India and Over the
Counter Exchange of India, both have been established as companies which are
promoted by the leading banks, financial institutions, insurance companies, and
other financial intermediaries.
2. Transparent Market: As the transactions taking place are screen-based, both
NSE and OTCEI provide the traders with a transparent market. Besides, the
investors can check the exact price of the securities at which the transaction has
taken place.
3.Nationwide Coverage: The NSEI and OTCEI, both have nationwide coverage.
It means that there are no geographical and distance barriers in the National Stock
Exchange of India and the Over the Counter Exchange of India.
4. No Trading Floor: The NSEI and OTCEI both don’t have a trading floor. In
other words, the trading in both exchanges takes place through a computer
network.
5. Screen-Based Trading: The transactions under NSEI and OTCEI are conducted
electronically through computers by using a satellite link.
Demutualisation
The separation of ownership and control of stock exchanges from the trading
rights of members is known as Demutualisation. Earlier the ownership and
control of stock exchanges were in the hands of a broker, which often led to a
conflict of interest between the brokers and their clients. To solve this issue,
Demutualisation of the Stock Exchange was done by the Government.
Demutualisation has helped in two ways:
· First of all, it has reduced conflicts of interest between brokers and their
clients.
· Secondly, it has reduced the chances of brokers using the stock exchange for
their personal gain.
The Securities and exchange board of India Act, 1992 provides for the
establishment of SEBI to protect investor’s interest in securities and promote and
regulate the security market
Powers of SEBI
· Promoting education, and training of intermediaries of securities market
· Prohibiting fraudulent and unfair trade practices relating to securities
market.
· Power to grant license to any person for the purpose of dealing in certain
areas.
· Issues and transfer of securities
· Power to inspect the books of accounts
BOMBAY STOCK EXCHANGE is the oldest and first stock exchange of India
established in the year First it was started under banyan tree opposite to town hall
of Bombay over 22 stock brokers.
More than 4,700 listed companies. Classified into A, B1, B2, F and Z groups.
SENSEX
BSE Indices : Sensex , BSE-100 , BSE-200 , BSE-500 ,BSE Midcap , BSE Small
cap
The NSE of India is the leading stock exchange of India, covering 370 cities and
towns in the country. It was established in 1994 as a TAX company. It was
established by 21 leading financial institutions and banks like the
IDBI,ICICI,IFCI,LIC,SBI,etc.
· Professionalization in trading-It brings professionalism in its functions
· Transparency-The use of computer screen for trading makes the dealings
insecurities transparent.
· Screen-based trading -Trading in this stock exchange is done electronically.
· Ring less - It has no ring or trading floor
· Nation wide coverage - Investors from all over country
Nifty - NIFTY is an indicator to checkout in NSE
• NSE Indices : S&P CNX Nifty , CNX Nifty Junior-100 second rang of growth
stocks , CNX Mid Cap , CNX IT Sector Index , CNX PSE Index -20 PSE stocks ,
CNX MNC Index -15 listed companies
Advantages of OTCEI.
1. It helps the investors to have easy and direct access to the stock exchange
After issue of securities (shares, bonds, debentures etc.) of companies, the same
have to be listed on a stock exchange (for their subsequent trading purpose).
SEBI
The Securities and Exchange Board of India (SEBI) was established on April 12,
1992 in accordance with the provisions of the Securities and Exchange Board of
India Act, 1992.
The Preamble of the SEBI Act, 1992 describes the basic functions of the SEBI as
follows: -
To register and regulate the working of venture capital funds and collective
investment schemes including mutual funds.
To call for information from a company / person(s), inspect, conduct inquiries and
audits of the stock exchanges, mutual funds, other persons associated with the
securities market.
The functioning of stock exchanges in India has shown many weaknesses – long
delays, lack of transparency, price rigging and insider trading etc. To counter these
shortcomings and to regulate the capital market, the Govt. of India set up the
Securities Exchange Board of India (SEBI) in 1988 initially as a non-statutory
body, and as a statutory body, 1992 onwards.
Post 1991, Capital market reforms in primary and secondary markets in India:
· Free pricing of IPOs;
· Disclosure of all material facts & specific risks to investors;
· Issuers to give information regarding basis of calculation of premium to
investors;
· Introduction of a code of advertisement for public issues by SEBI;
· Introduction of electronic trading;
· Dematerialisation of securities;
· Allowing Buy-back of shares (companies allowed to buy-back their own
shares from market).
SEBI Meaning
· SEBI full form is Securities and Exchange Board of India
· SEBI is a statutory regulatory body established by the Government of India
to regulate the securities market in India and protect the interests of investors
in securities.
· It also regulates the functioning of the stock market, mutual funds, etc.
The fundamental objective of SEBI is to safeguard the interest of all the parties
involved in trading. It also regulates the functioning of the stock market. SEBI’s
objectives are:
· To monitor the activities of the stock exchange.
· To safeguard the rights of the investors
· To curb fraudulent practices by maintaining a balance between statutory
regulations and self-regulation.
· To define the code of conduct for the brokers, underwriters, and other
intermediaries.
Objectives of SEBI
Following are some of the objectives of the SEBI:
2. Preventing the fraudulent practices and malpractices which are related to trading
and regulation of the activities of the stock exchange
3. To develop a code of conduct for the financial intermediaries such as
underwriters, brokers, etc.
Purpose of SEBI
The purpose for which SEBI was setup was to provide an environment that paves
the way for mobilisation and allocation of resources. It provides practices,
framework and infrastructure to meet the growing demand. SEBI was established
to keep a check on unfair and malpractices and protect the investors from such
malpractices. The organization was created to meet the requirements of the
following three groups:
· 1. Issuer: For issuers, SEBI provides a marketplace that can utilised for
raising funds. SEBI works toward providing a marketplace to the investors
where they can efficiently and fairly raise their funds.
·
· 2. Investors: It provides protection and supply of accurate information that is
maintained on a regular basis. SEBI protects and supplies accurate
information to investors.
·
· 3. Intermediaries: It provides a competitive market for the intermediaries by
arranging for proper infrastructure. SEBI works towards providing a
professional and competitive market to the intermediaries
Functions of SEBI
SEBI has the following functions
1. Protective Function
2. Regulatory Function
3. Development Function
The following functions will be discussed in detail
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objectives-and-functions/
Protective Function: The protective function implies the role that SEBI plays in
protecting the investor interest and also that of other financial participants. The
protective function includes the following activities.
a. Prohibits insider trading: Insider trading is the act of buying or selling of the
securities by the insiders of a company, which includes the directors, employees
and promoters. To prevent such trading SEBI has barred the companies to purchase
their own shares from the secondary market.
b. Check price rigging: Price rigging is the act of causing unnatural fluctuations in
the price of securities by either increasing or decreasing the market price of the
stocks that leads to unexpected losses for the investors. SEBI maintains strict
watch in order to prevent such malpractices.
c. Promoting fair practices: SEBI promotes fair trade practice and works towards
prohibiting fraudulent activities related to trading of securities.
Powers of SEBI
SEBI carries out the following tasks to meet its objectives: Protective functions,
Regulatory functions, and developmental functions.
Functions that SEBI performs as a part of its protective functions are:
· It checks price manipulation
· It bans Insider trading
· It prohibits unfair and fraudulent trade practices
· It promotes a fair code of conduct in the security market
· It takes efforts to educate the investors regarding ways to evaluate the investment
options better
As a part of its regulatory functions, SEBI performs the following role:
· It has designed a code of conduct, rules, and regulations to regulate the brokers,
underwriters, and other intermediaries.
· SEBI also governs a company’s takeover.
· It regulates and registers the workings of share transfer agents, stockbrokers,
merchant bankers, trustees, and others who are linked with the stock exchange.
· It regulates and registers the mutual funds as well.
· It conducts audits and inquiries of stock exchanges.
As a part of its developmental functions, SEBI performs the following role:
· It facilitates the training of the intermediaries.
· It aims at promoting activities of the stock exchange by having an adoptable and
flexible approach.
Structure of SEBI
The Board of SEBI comprises of nine members. The Board is an aggregate of the
following:
1. One Chairman of the board – appointed by the Central Government of India
2. One Board member – appointed by the Central Bank, that is, the RBI
3. Two Board members – hailing from the Union Ministry of Finance
4. Five Board members – elected by the Central Government of India
The Chairman of SEBI, in addition to overseeing the Board, also looks over the
Communications, Vigilance, and Internal Inspection Department.
There are four whole-time members in the organizational structure. The whole-
time members are allocated a number of departments that they have to oversee.
Each department is individually headed by an executive director. The executive
directors report to specific whole-time members.
The organizational structure of SEBI consists of more than 25 departments, such as
Foreign Portfolio Investors and Custodians (FPI&C), Corporation Finance
Department (CFD), Information Technology Department (ITD), Department of
Economic and Policy Analysis (DEPA-I,II, & III), Investment Management
Department, Legal Affair Department, Treasury and Accounts Divisions (T&A),
and National Institute of Securities Market (NISM)
Powers of SEBI
In this entire exercise of the peak margin system, SEBI’s primary goal was to curb
market speculation in order to prevent losses for individual investors in volatile
markets.
The new margin rules by SEBI mandate the following:
· The stock, being pledged, is to remain in the investor’s de-mat account. As
the stock is not changing accounts, the benefits from corporate events accrue
directly to the investors
· Upfront collection of margins by brokers for any purchase or sale of
securities, penalizing any sort of failure to do so. Clients could meet the
margin requirements by the end of the day, which is now changed to the
beginning of the day
· Power of Attorney (POA) cannot be assigned in the favor of the brokers for
pledging. As under the old system, brokers could demand POA from the
investors to execute decisions on their behalf
· Margin pledge created separately for investors requiring margin
· Buy Today Sell Tomorrow (BTST) not allowed anymore for shares bought
on margin. Investors are required to honor the delivery of share (T+2 days is
the usual settlement period). Typically, investors would use intraday realized
profits to meet the margin requirements, which is now amended by the new
regulations. For a BTST trade, it can be initiated only if the net available
margin is equal to or greater than 20 percent of the transaction value.
Policies and Programmes
This Annual Report of the Securities and Exchange Board of India (SEBI) reviews
the policies and programmes of SEBI and its working and operations for the fiscal
year 1996-97. It describes the manner in which SEBI has been carrying out its
functions and exercising its powers in terms of the Securities and Exchange Board
of India Act, 1992; the Securities Contracts (Regulation) Act, 1956; the Companies
Act, 1956 and the Depositories Act, 1996. The Report also gives details of
developments in Indian securities markets in 1996-97, and their bearing on and
relation to the work of SEBI. The Report has been prepared in accordance with the
format prescribed in the Securities and Exchange Board of India (Annual Report)
Rules, 1994, notified in the Official Gazette on April 7, 1994.
During 1996-97 SEBI continued its operations and initiatives in regulating and
developing the Indian securities markets in fulfilment of the twin objectives of
investor protection and market development set forth in the SEBI Act, 1992.
Throughout its five year existence as a statutory body, SEBI has sought to balance
the two objectives by constantly reviewing and reappraising its existing policies
and programmes, formulating new policies and crafting new regulations in areas
hitherto unregulated to foster development in these areas and implementing them
to ensure growth of the markets with efficiency, integrity and protection of
investors' interest. The developments and reforms in Indian securities markets
since January 1992, when SEBI was given statutory powers are given in the box
below.
Securities Markets Reforms and Development January 1992 to March 1996
1. The Securities and Exchange Board of India, set up in 1988 under an
administrative arrangement, given statutory powers with the enactment of
the SEBI Act, 1992
2. Capital Issues(Control) Act, 1947 repealed and the Office of Controller of
Capital Issues abolished; control over price and premium of shares removed.
Companies now free to raise funds from securities markets after filing letter
of offer with SEBI
3. SEBI introduces regulations for primary and secondary market
intermediaries, bringing them within the regulatory framework
4. New reforms by SEBI in the primary market include improved disclosure
standards, introduction of prudential norms and simplification of issue
procedures. Companies required to disclose all material facts and specific
risk factors associated with their projects while making public issues.
5. Disclosure norms further strengthened by introducing cash flow statements
6. Listing agreements of stock exchanges amended to require listed companies
to furnish annual statement to the stock exchanges showing variations
between financial projections and projected utilisation of funds in the offer
document and at actuals, to enable shareholders to make comparisons
between performance and promises
7. New issue procedures introduced - partial book building for institutional
investors - aimed at reducing costs of issue
8. SEBI introduces a code of advertisement for public issues for ensuring fair
and truthful disclosures
9. The power to regulate stock exchanges delegated to SEBI by the government
10.SEBI reconstitutes the governing boards of the stock exchanges, introduces
capital adequacy norms for brokers and issues rules for making the
client/broker relationship more transparent, in particular, segregating client
and broker accounts
11.Over the Counter Exchange of India (OTC) set up with computerised on line
screen based nation-wide electronic trading and rolling settlement
12.National Stock Exchange of India (NSE) set up as a stock exchange with
computerised on line screen based nation- wide electronic trading
13.The Stock Exchange, Mumbai (BSE) introduces on line screen based trading
14.Capital adequacy requirement for brokers introduced
15.System of mark to market margins introduced on the stock exchanges
16."Revised carry forward" system introduced in place of "badla"
17.National Securities Clearing Corporation Limited set up by the NSE
18.SEBI frames regulations for mutual funds. Private mutual funds permitted
and several such funds have already been set up. All mutual funds allowed
to apply for firm allotment in public issues - also aimed at reducing issue
costs
19.SEBI introduces regulations governing substantial acquisition of shares and
take-overs and lays down the conditions under which disclosures and
mandatory public offers are to be made to the shareholders
20.Indian companies permitted to access international capital markets through
Euroissues
21.Foreign Direct Investment allowed in stock broking, asset management
companies, merchant banking and other non- bank finance companies
22.Foreign Institutional Investors (FIIs) allowed to access to Indian capital
markets on registration with SEBI
23.Guidelines for Offshore Venture Capital Funds announced by the
government
24.SEBI strengthens surveillance mechanisms in SEBI and directs all stock
exchanges to have separate surveillance departments
25.SEBI strengthens enforcement of its regulations. Begins the process of
prosecuting companies for mis-statements, issues show cause notices to
merchant bankers, ensures refunds of application money in several issues on
account of mis-statements in the prospectus
1996-97 has been another eventful and challenging year for SEBI. At the same
time as carrying on its day-to-day work in setting standards, in supervision and
enforcement, SEBI introduced an array of reforms in the primary and secondary
markets and catalysed modernisation of the market infrastructure to prepare the
markets for the new century. Enforcement and surveillance remained a major
priority for SEBI. SEBI continued to use its powers to the full and instituted a
number of enforcement actions against a wide range of securities law violations.
The past year marked an important turning point in primary market regulation,
which helped in further streamlining and simplifying the issue procedure, imparted
greater flexibility to the issue process and strengthened the criteria for accessing
the securities market. In the secondary market, reforms aimed at improving the
market efficiency, transparency and integrity. Trading infrastructure was
modernised with majority of the stock exchanges replacing the open outcry system
by computerised on line screen based trading systems. Improvements were made in
the clearance and settlement systems which still form a weak link in the securities
markets.
A major step in this direction was taken with the establishment of a depository -
the National Securities Depository Limited (NSDL). The development of mutual
funds which are important investment vehicles in a mature securities market, was
given a major impetus, with the revision of the mutual fund regulations which now
provide greater operational flexibility to the fund managers and increase their
accountability and supervision. Far reaching changes were made to the SEBI
regulations for substantial acquisition of shares and take- overs. The take-over
regulations were revised based on the recommendations of the committee
appointed by SEBI under the chairmanship of Justice P N Bhagwati, former Chief
Justice of India. The new regulations, while enhancing the level of investor
protection and transparency recognise the new freedom in the corporate sector as
an outcome of the reforms. The regulations for the Foreign Institutional Investors
(FIIs) were liberalised to provide greater flexibility and widening the scope of their
investment in Indian securities markets.
Five new regulations were notified by SEBI, during the year. These were the SEBI
(Custodian of Securities) Regulations, 1996 notified on May 16, 1996; the SEBI
(Depository and Participants) Regulations, 1996 notified on May 16, 1996; the
SEBI (Venture Capital Funds) Regulations, 1996 notified on December 4, 1996;
the revised SEBI (Mutual Funds) Regulations, 1996 notified on December 9, 1996;
and the revised SEBI (Substantial Acquisitions of Shares and Take- overs)
Regulations, 1997 notified on February 20, 1997. Besides, the regulations for
Foreign Institutional Investors were also amended to give effect to the
liberalisation in policy on foreign portfolio investment. Changes were also made to
the SEBI (Merchant Bankers) Regulations, 1992 and the SEBI (Underwriters)
Regulations, 1993. A list of all rules and regulations notified under the SEBI Act is
given as an Annexure to this Report.
While introducing these and other reforms and policy changes, SEBI has followed
an open, transparent, consultative and participative approach. SEBI has kept in
close touch with investors, market participants and professionals. This feedback, as
well as expert advice has helped SEBI formulate regulations which have
conceptual underpinnings and address market needs.
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SEBI has instituted a process for redressing investor grievances arising from the
issue procedure, from investor dealings with brokers and sub-brokers and against
mutual funds. The largest number of investor grievances are caused as part of the
issue process.
Compliance officer
·
1. will liase with SEBI in matters related to investor grievance
2. will ensure implementation of the various laws, rules, regulations and
other directives of SEBI by companies
3. will report to the board of the company on the status of investor
complaints received through various sources - directly, stock
exchanges, investor associations, SEBI and Department of Company
Affairs
In order to build up investor confidence and trust and to protect the investors, SEBI
advised listed companies in July 1996 to appoint compliance officers. As of March
31, 1997, 1,431 companies reported appointment of compliance officers. These
officers:
NRI Cell
·
1. Non receipt of refund orders/ allotment letters/ stock invest
2. Non receipt of dividend
3. Non receipt of share certificates/ bonus shares
4. Non receipt of debenture certificates/ interest/ redemption amount/
interest on delayed payment of interest on debentures
5. Non receipt of rights forms/ interest on delayed receipt of refund order
Keeping in view the objective of investor protection and also the importance of
investment by NRIs, the SEBI created with effect from January 1, 1997, a separate
"NRI cell" at SEBI Head Office, Mumbai to attend to the grievances that the NRI
investors may have. SEBI has taken this step to give a more focused attention to
and speedy redressal of the problems faced by the NRI investors in their dealings
in the securities markets. The following is an illustrative list of
complaints/grievances that an NRI investor may have against a listed company
which they can take up with the NRI cell of SEBI for appropriate redressal
SEBI has set a mechanism for redressal of investor grievances arising from the
issue process. Investors may send their complaints by mail or may give them in
person. It was observed that several investors would travel from outside Mumbai to
submit their complaints in person or to obtain guidance from SEBI staff. In order
to mitigate the difficulties of the investors in approaching SEBI at its Head Office,
Mumbai, the work relating to attending to investor grievances has, with effect from
January 1997, been delegated to the Regional offices of SEBI at Calcutta, Chennai
and New Delhi.
Issue of NOC for release of the 1% security deposit placed with the regional stock
exchange
Defaulting companies
Companies with whom SEBI takes up investor grievances generally respond to and
take effective steps to redress the grievances. However, certain companies either
do not respond despite reminders that their grievance redressal is unsatisfactory.
During the year 1996-97, SEBI charted an action programme to make these
companies more compliant. According to this, SEBI holds meeting with the
officials of such companies and during the meetings, the need for immediate
corrective action by the companies is insisted upon. Such meetings are held
periodically until the redressal status becomes satisfactory. Further issue of
securities by these companies are subjected to their satisfactory redressal of the
outstanding investor grievances.
Investor associations
As a part of the Investor Education programme and with a view to create a greater
degree of awareness among the investors throughout the country, SEBI has been
registering investors associations. At the end of 1996-97, there were 8 such
registered associations. SEBI is reviewing the policy of granting registration/
renewing the registration with a view to encouraging formation of more and
effective investor associations.
Investor education/guidance
SEBI undertakes several measures to educate and assist the investors. SEBI
provides "walk-in" service at its Head Office at Mumbai and at its regional offices
at New Delhi, Chennai and Calcutta on all working days. Investors can meet the
officials and get guidance relating to the grievances that they may have against
issuers. Investors can also meet the higher officials of SEBI on specified working
days. As a part of the Investor education, SEBI had issued pamphlets under
Investor Guidance Series. These are being updated.
Grievance redressal
The grievance redressal rate of SEBI has been increasing through the years as can
be seen from Table 35 and Table 36 The reasons for the improvement in the rate of
investor grievance redressal in the current year are effective follow up with the
companies, tightening of the procedure for issuing No Objection Certificate for
release of the 1% security deposits kept by the companies with the stock exchanges
and periodic meetings held with the recalcitrant companies. The grievances
received during the year 1996-97 were substantially lower than those received in
the earlier years. The average receipts has consequently declined to around 600 per
day.
Co-ordination committee
During the year 1996-97, a meeting of the co-ordination committee on investor
grievance redressal comprising of representatives of DCA, NIC, BSE and DSE
besides SEBI was held in September 1996. It was decided in the meeting to
develop a common software for these agencies to help better management of
investor complaints.
Co-ordination with Overseas Regulators
SEBI is a member of the International Organisation of Securities Commissions
(IOSCO), and participated in its meetings at Montreal, Canada; and Warsaw,
Poland. SEBI is also a member of the Development Committee of IOSCO. In
1996- 97, SEBI was elected to the chairmanship of the Asia Pacific Regional
Committee of IOSCO and becomes a member of the Executive Committee of
IOSCO, its highest policy making body. SEBI also liases with IOSCO in
enforcement matters and in 1996-97 participated in the IOSCO Technical
Committee Working Party No. 4 on Enforcement Matters and also in the Asia
Pacific Enforcement Meeting.
SEBI is committed to working with overseas regulators on issues related to entities
which act as intermediaries or investors in different jurisdictions, and maintains
close contact with them. An agenda has been set within IOSCO for achieving a
given standard of disclosure norms, capital adequacy and compliance standards for
different markets. SEBI remains committed to implementation of this agenda for
ensuring that the fairness, integrity and transparency of Indian securities markets
remain comparable to markets abroad. During 1996-97, SEBI initiated the process
of entering into a Memorandum of Understanding with the United States Securities
and Exchange Commission.
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