Exchanges Stock exchanges provide an organised marketplace for the investors to buy and sell securities freely. The market offers perfectly competitive conditions where a large number of sellers and buyers participate. Meaning A specialized marketplace that facilitates the exchange of securities that already exist, is known as stock exchange or stock market. It is also called the Secondary Market for securities. Definition According to Hastings, “Stock exchange or securities market comprises all the places where buyers and sellers of stocks and bonds or their representatives undertake transactions involving the sale of securities”. According to Section 2(3) of the Securities Contract Regulations Act 1956, “the stock exchange has been defined as any body of individuals whether incorporated or not, constituted for the purpose of assisting, regulating or controlling the business of buying, selling or dealing in securities”. Functions of Stock Exchanges 1. Ideal meeting place 2. Mobilizing of savings 3. Providing safety to investors 4. Ready market ( broad-based market, providing liquidity, marketability and price uniformity for securities) 5. Liquidity (frequency of sale, narrow spread between bids and offers, prompt execution of orders, minimum price changes between transactions as they occur) 6. Capital formation 7. Speculative trading (accelerated growth of secondary market) 8. Sound price setting 9. Economic barometer 10. Dissemination of market data/information 11. Investor education Listing requirements Listing of securities means that the securities are admitted for trading on a recognized stock exchange. It is the inclusion of the shares of a company on the official list of the stock exchange for the purpose of facilitating trading in such shares. Listing is very basis of stock exchange operations. Listing is mandatory for a company which wants to raise capital by public issue through prospectus. Particulars to be furnished A public company desirous of getting its securities listed on a recognised stock exchange has to apply for that purpose to the stock exchange and forward along with its application the following documents and particulars. 1. copies of memorandum and articles of association. 2. copies of all prospectus or statement in lieu of prospectus issued by the company at any time. 3. copies of offers for sale and circulars or ads offering any security for sale during the last 5 years 4.copies of B/S and audited accounts for the last 5 years. 5.statement showing dividends and cash bonuses, if any paid during the last 10 years. 6.certified copies of agreements entered into between company and all other parties such as underwriters, promoters, brokers etc 7.Statement containing all material contracts, agreements entered into by the company along with brief description 8. statement of brief history of the company including details of reconstruction, amalgamations etc 9. particulars of shares and debentures issued for consideration other than cash. 10.particulars of shares forfeited. 11.list of highest 10 holders of each class of security 12. particulars of shares or debentures for which permission to deal is applied for. Listing agreement will be executed with the company concerned on the satisfactory fulfillment of the above requirements. Weaknesses of Stock Exchange Although there is rapid development in the stock markets in India, there are certain lacunas which affect the smooth functioning of the market and put the small investors under a great disadvantage. Following are some of the important weaknesses of Indian stock exchanges. 1. Raging speculation 2. Insider trading menace 3. Neglect of small investors 4. Bad trading practice 5. Lack of integration among various stock exchanges 6. Lack of interface between primary and secondary market 7. Inefficient banking system 8. Inadequacy of investor services 9. Inadequate infrastructure Regulation of stock exchanges All stock exchanges were subject to self- regulation till 1956. Now Indian stock exchanges are subject to three-tier regulation. 1. Central government through its Ministry of Finance (stock exchange division) 2. SEBI 3. Self Regulation 1. The stock exchange division of Ministry of Finance has its Head Office at Delhi and Branch Offices at Bombay and Calcutta. The important functions of the Division are as follows. a. Providing linkage between government and stock exchanges b. Monitoring the operations of the stock exchanges. c. Providing advice to overcome the untoward developments and crises. d. Ensuring the compliance of listing provisions e. Ensuring smooth functioning of the stock exchanges. f. Issuing licenses to brokers and dealers in securities. 2. SEBI The Securities and Exchange Board of India (SEBI) constitutes the second level of authority which regulates the stock exchanges in order to protect the interest of the investors and to promote the development of securities market in India. A chairman heads the SEBI along with other top management members. The SEBI issues from time to time various rules, regulations and guidelines. A few important among them are as follows a. SEBI (Portfolio Managers) Rules and Regulations, 1992 b. SEBI (Stock Brokers and Sub-brokers) Rules and Regulations, 1992 c. SEBI (Insider Trading) Regulations, 1992 d. SEBI (Merchant Bankers) Rules and Regulations, 1992 e. SEBI (Mutual Fund) Regulations,1993 f. SEBI (Underwriters) Rules and Regulations, 1992 g. SEBI (Registrars to Issue and Share Transfer Agents) Rules and Regulations,1993 h. SEBI (Debenture Trustee) Rules and Regulations,1993 i. SEBI (Bankers to an Issue) Rules and Regulations,1993 Apart from the above, SEBI has also issued guidelines regarding the following 1. Free pricing of shares 2. Disclosure and Investors’ protection 3. Registration of Foreign Institutional Investors 4. Allotment of shares 5. New financial instruments 6. Credit rating of fixed income bearing securities 3.The Stock Exchanges The third level of authority constitutes the self- regulation by the stock exchanges themselves. Stock exchanges will have their own separate rules, byelaws and regulations that are exercised through their Governing Board. Each stock exchange will have various departments to look after the entire working of the exchange. Operations of stock markets The operations of stock market are carried out through various departments set up for specific functions. The major departments of a typical stock exchange in India are as follows. a. Listing Department b. Operations Department. c. Computer and EDP Department d. Inspection and Audit Department e. Monitoring Department f. Investor Service Department a. Listing Department Its main function is to list the securities of companies for trading purposes. It examines the prospectus and other documents submitted by the company applying for listing. b. Operations Department The basic objective of this department is to keep watch on the daily trading and other operations of the stock exchange. c. Computer and EDP Department This Department collects and compiles various data relating to companies, quotations of scrips and member-wise and scrip-wise turnover. Financial results of the companies like their net profit, dividend declared, bonus shares etc are all recorded in the computer and such information is made available to the members and investors to help in decision making. d. Inspection and Audit Department This department is concerned with carrying out routine audit of the stock exchange for checking the accuracy and validity of the accounting records. The department ensures that all the records and registers are maintained by the stock exchange as per the guidelines of SEBI and Government. e. Monitoring Department This department aims at supervising the activities of the members in the trading ring. It also watches the price movements and the trading volume of the members. The dept initiates necessary measures to check excessive trading and speculative transactions by imposing ad hoc margins, suspending trading and enquiring into any specific developments. f. Investor service Department The basic objective of this dept is to safeguard the interest of the investors by rendering quick services to them nad by attending to their complaints and grievances.