Professional Documents
Culture Documents
Barter System
GOAL
The primary goal of a financial system is
accelerated growth of an economy.
Objectives of Financial System
MARKET
External Socio-
SUPPLY
MARKET Political Factors
DEMAND
Prices
Functions of Financial System
Indirect Finance
Financial
Funds Intermediaries Funds
Funds
Lenders Borrowers
Savers Spenders
Households Financial Households
Funds Funds
Business markets Business firms
Governments Governments
Foreigners Foreigners
Direct Finance
Individual Wealth In India
Trend of Wealth over the last 5 Years
Classification Within Financial Assets
Classification Within Physical Assets
Classification in Key Asset Classes
Global Individual Wealth
Structure of the Modern Financial System
Financial System
Financial System
Derivatives
Capital Market Money Market FX Market
Market
Debt Equity
Market Market
Financial markets
• A financial market is a market where financial
instruments are exchanged or traded.
• Financial assets, often called financial instruments,
are intangible assets, which are expected to provide
future benefits in the form of a claim to future cash.
Some financial instruments are called securities and
generally include stocks and bonds.
• Financial markets provide the following three
major economic functions:
• 1) Price discovery
• 2) Liquidity
• 3) Reduction of transaction costs
Price discovery function
One time activity by the company. Helps in mobilising the funds for the
investors in the short run.
• The resources in the primary market can be raised either through the private
placement route or through the public issue route by way of Initial Public Offer
(IPO) or Follow on Public Offer (FPO). It is a public issue, if anybody and everybody
can subscribe for it, whereas, if the issue is made to select group of people then it
is termed as private placement.
• The secondary market on the other hand operates through two mediums, namely,
the Over-The-Counter (OTC) market and the Exchange Traded Market. OTC
markets are the informal type of markets where trades are negotiated.
• The other option of trading is through the stock exchange route, where trading
and settlement is done through the stock exchanges and the buyers and sellers
don’t know each other. The settlements of trades are done as per a fixed time
schedule. The trades executed on the exchange are settled through the clearing
corporation, who acts as a counterparty and guarantees settlement.
Neeraj Gupta
List of IPOs….
Amount Raised
Year No. of IPOs (In Rs Cr) Issue Succeeded Issue Failed
2007 108 33,946.22 104 4
2008 39 18,339.92 36 3
2009 22 19,306.58 21 1
2010 66 36,362.18 64 2
2011 40 5,977.47 37 3
2012 13 6,834.17 11 2
2013 5 1,283.95 3 2
2014 7 1,200.94 5 2
2015 21 13,513.17 21 0
2016 27 26,500.82 26 1
2017 38 75,278.57 38 0
2018 25 31,731.28 24 1
2019 * 13 11,027.64 13 0
Rights Issue
• A rights issue is directly offered to all existing
shareholders of the Company in proportion to
their current holding.
• The company also sets a time limit for the
shareholder to buy the shares.
• Companies pursue Rights Issue as an avenue to
raise funds for various reasons, ranging from
expansion or acquisitions to paying down debts.
Bonus
• Bonus issue refers to a further issue of shares made by a
company having share capital to its existing share holders
without receipt of any consideration from the shareholders
for issuance of the shares.
• It is an offer of free additional shares to existing shareholders
in proportion to their holdings.
• For example, the company may give one bonus share for
every five shares held.
• These are company’s accumulated earnings which are not
given out in the form of dividends, but are converted into free
shares for which the shareholders need not pay anything.
Money Market
Main Function
To channelize savings into short term productive
investments like working capital .
Lent for more than 1 day but less than 15 days: Notice money
Lent for more than 14 day but less than 364 days: Term money
Issued by well known companies with strong and high credit rating.
Sold directly by the issuers to investors or through agents like merchant banks
and security houses.
Flexible Maturity
Financial System
• S&P 500
• DJIA
• FTSE 100
Commodity Markets
• Markets where raw or primary products are
exchanged.
• This is done in standardized contracts.
• NCDEX,MCX and NMCE
• Regulated by FMC now by SEBI
Interest Rate Futures
• An Interest Rate Futures contract is "an agreement to buy or sell
a debt instrument at a specified future date at a price that is
fixed today."
• The underlying security for Interest Rate Futures is either
Government Bond or T-Bill. Exchange traded Interest Rate
Futures on NSE are standardized contracts based on 6 year, 10
year and 13 year Government of India Security (NBF II) and 91-
day Government of India Treasury Bill (91DTB).
• All futures contracts available for trading on NSE are cash
settled.
• 1 lot is equal to 2000 bonds with notional bonds of FV Rs.0.2
Million or 2 Lakhs.
ADR
• Investors willing to invest in American Depositary Receipts can purchase
them from brokers or dealers. The brokers and dealers obtain ADRs by
buying already-issued ADR in the US financial markets or by creating a
new ADR. Already-issued ADR can be obtained from the NASDAQ or NYSE.
• Creating a new ADR involves buying the stocks of the foreign company in
the issuer’s home market and depositing the acquired shares in a
depository bank in the overseas market.
• The bank then issues ADRs that are equal to the value of the shares
deposited with the bank, and the dealer/broker takes the ADR to US
financial markets to sell them. The decision to create an ADR depends on
the pricing, availability, and demand.
• Investors who purchase the ADRs are paid dividends in US dollars.
Types of American Depositary Receipts
• Sponsored ADR
• For a sponsored ADR, the foreign company issuing
shares to the public enters into an agreement with a
US depositary bank to sell its shares in US markets.
• The US bank is responsible for recordkeeping, sale,
and distribution of shares to the public, distribution
of dividends, etc.
• Sponsored ADRs can be listed on the US stock
exchanges.
• Non-Sponsored ADR
• A non-sponsored ADR is created by
brokers/dealers without the cooperation of
the foreign company issuing the shares. Non-
sponsored ADRs are traded in US over-the-
counter markets without requiring registration
with the Securities and Exchange Commission
(SEC).
Levels of American Depositary Receipts
• Sponsored Level I
• Level I is the lowest level at which sponsored ADRs can be issued. It is the
most common level for foreign companies that do not qualify for other
levels or that do not want their securities listed on US exchanges.
• Level I ADRs are subject to the least reporting requirements with the
Securities and Exchange Commission, and they are only traded over the
counter.
• The companies are not required to issue quarterly or annual reports like
other publicly-traded companies.
• However, Level I issuers must have their stock listed on one or more
exchanges in the country of origination. Level I can be upgraded to Level II
when the company is ready to sell through US exchanges.
• Sponsored Level II ADRs
• Level II ADRs have more requirements from the SEC than
Level I, and the company gets an opportunity to establish a
higher trading presence on the US stock markets.
• The company must file a registration statement with the
SEC. Also, the company must file Form-20-F in accordance
with the GAAP or IFRS standards.
• Form 20-F is the equivalent of Form-10-K which is
submitted by US publicly-traded companies. If the issuer
fails to comply with these requirements, it may be delisted
or downgraded to Level I.
• Sponsored Level III ADRs
• Level III is the highest and most prestigious level that a foreign
company can sponsor. A foreign company at this level can
float a public offering of ADRs to raise capital from American
investors through US exchanges.
• Level III ADRs also attract stricter regulations from the SEC.
• The company must file Form F-1 (prospectus) and Form 20-F
(annual reports) in accordance with GAAP or IFRS standards.
• Any materials distributed to shareholders in the issuer’s home
country must be submitted to the SEC as Form 6-K. Examples
of foreign companies that have managed to enter this ADR
level include Vodafone, Petrobras, and China Information
Technology.
ADR
1 Dr. Reddy's RDY NYSE Pharma. &
Laboratories Biotech.
2 HDFC Bank HDB NYSE Banks
3 ICICI Bank IBN NYSE Banks
4 Infosys INFY NYSE Software&Comp
uterSvc
5 SIFY SIFY NASDAQ Software&Comp
Technologies uterSvc
6 Tata Motors TTM NYSE Industrial
Engineer.
6 Tata Motors TTM NYSE Industrial
Engineer.
7 Vedanta VEDL NYSE Construct.&Ma
terials
8 Videocon d2h VDTH NASDAQ Media
9 Wipro WIT NYSE Software&Com
puterSvc
10 WNS Holdings WNS NYSE Support
Services
11 Azure Power AZRE NYSE Solar Power
Global Limited Utility
12 MakeMyTrip MMYT NASDAQ Travel
Limited
13 Yatra Online, YTRA NASDAQ Travel
Inc
GDR
• List of GDRs.xlsm
ECBs
• ECB and FCCB Data.xlsx
InvITs
• Infrastructure Investment Trusts (InvIT) are trusts
registered with SEBI that invest in the infrastructure
sector. The InvIT will raise funds from the public
through an initial offer of units.
• The offer shall be for not less than Rs. 250 crores and
the value of the proposed assets of the InvIT shall
not be less than Rs. 500 crores.
• The minimum subscription size will be Rs. 10 lakh.
• The units will be listed on a stock exchange.
Parties Involved in InvITs
• Four important parties to an InvIT — sponsors, investment managers,
project managers and the trustee.
• InvITs are formed by complying with the Sebi Infrastructure Investment
Trust Regulation, 2014.
• The infrastructure company interested in getting funds from the public
will, therefore, form this trust, and then appoint an investment manager
who will be responsible for how the assets and investments of the InvIT
are managed.
There is also a project manager which actually executes the projects. It is
overseen by the investment manager.
• Lastly, since the instrument is essentially a trust, the company will also
appoint a trustee, who has to ensure that the functions of the InvIT,
investment manager and project manager comply with Sebi rules.
Benefits to Investors
• First, the sponsor has to hold a minimum 15 per cent of the InvIT units
with a lock-in period of three years.
• Second, InvITs have to distribute 90 per cent of their net cash flows to
investors.
• And last, the trust is required to invest a minimum of 80 per cent in
revenue generating infra assets. Only the rest can be used for under-
construction assets.
• Dividends from the trust will be distributed to the investor depending on
its cash flow and there is no dividend distribution tax on InvIT units.
Financial System
Brokers
Issuers Investors and Depositories Custodians Registrars
Dealers
Lead Depository
Managers Participants
PARTICIPANTS IN THE SECURITIES MARKET
· Regulators
CLB, RBI, SEBI,
DEA, DCA
· Stock Exchanges
· Listed Securities
· Depositories
· Brokers
· FIIs
· Merchant Bankers or Investment Bankers
· Mutual Funds
· Custodians
· Registrars
· Underwriters
· Bankers to an issue
· Debenture trustees
· Venture capital funds.
· Credit rating agencies
Investors
• Retail Investors are individual investors who buy and sell
securities for their personal account, and not for another
company or organization. This category also includes High
Networth Individuals (HNI) which comprise of people who
invest above rupees two lakh in a single transaction.
• Institutional Investors comprise domestic Financial
Institutions, Banks, Insurance Companies, Mutual Funds and
FIIs (A Foreign Institutional investor is an entity established or
incorporated outside India that proposes to make investments
in India).
Issuers
• Both the public sector undertakings (PSUs) and private
companies tap the securities market to finance capital
expansion activity and growth plans.
• Even banks and other financial institutions raise resources
from securities market. Other important issuers are the
mutual funds (MFs) which are important investment
intermediaries which mobilize the savings of the small
investors.
• Global Depository Receipts (GDRs)/American Depository
Receipts (ADRs), Foreign Currency Convertible bonds (FCCBs)
and External Commercial Borrowings (ECBs).
• GDRs are essentially equity instruments issued abroad by authorized
overseas corporate bodies against the shares/bonds of Indian companies
held with nominated domestic custodian banks.
• ADRs are negotiable instruments, denominated in dollars and issued by
the US Depository Bank.
• FCCBs are bonds issued by Indian companies and subscribed to by a non-
resident in foreign currency. They carry a fixed interest or coupon rate
and are convertible into a certain number of ordinary shares at a
preferred price.
• ECBs are commercial loans (in the form of bank loans, buyers, credit,
suppliers credit, securitised instruments, floating rate notes and fixed rate
bonds) availed from any internationally recognised source such as bank,
export credit agencies, suppliers of equipment, foreign collaborators,
foreign equity holders and international capital market
Intermediaries
• The intermediaries in the market play a very
important role in the securities market; they
put together the demands of the buyers with
the offers of the security sellers.
• A large variety and number of intermediaries
provide intermediation services in the Indian
securities markets
Intermediaries
• Stock Exchanges
• Clearing Corporation
• Trading Member/Clearing member
• DP
• Custodian
Stock Exchanges
• The stock exchanges provide a trading platform
where the buyers and sellers (investors) can meet to
transact in securities.
• In the olden days it (meeting of investors) used to
happen in the trading hall or the “Ring” of the Stock
Exchanges where the Stock Brokers used to meet and
transact whereas, in the modern world the trading
takes place online through computer connected
through VSATs & Internet.
Clearing Corporation/Agency
• A Clearing Corporation / Agency is a part of an exchange or it can also be a
separate entity, which performs three main functions, namely, clearing
and settling all transactions executed in the stock market, i.e. completes
the process of receiving and delivering shares/funds to the buyers and
sellers in the market, providing financial guarantee for all transactions
executed on the exchange and providing risk management functions.
• This process is called novation.
• The clearing agency determines fund/security obligations and arranges for
pay-in of the same.
• It collects and maintains margins, processes for shortages in funds and
securities.
• In this process of settling the trades, the clearing corporation is helped by
the clearing members, clearing banks, custodians and depositories.
Trading member /Clearing Member
• Trading member means a member of a Stock Exchange and
Sub-broker means any person not being a member of Stock
Exchange who acts on behalf of a trading member as an agent
or otherwise for assisting the investors in buying, selling or
dealing in securities through such trading members.
• Trading members can be individuals (sole proprietor),
Partnership Firms, Corporates and Banks.
• Clearing Members are those who help in clearing of the
trades.
• There are Professional Clearing Members (PCM), Trading
Cum Clearing Member (TCM) and Self Clearing Member
(SCM).
Professional Clearing Members (PCM) and Trading
cum Clearing Members (TCM)
Neeraj Gupta
• The terms used in the Act are defined as under:
– (a) Beneficial owner means a person whose name is recorded as such
with a depository.
– (b) Depository means a company, formed and registered under the
Companies Act,1956 and which has been granted a certificate of
registration under sub-section (1A) of section 12 of the SEBI Act, 1992.
– (c) Issuer means any person making an issue of securities.
– (d) Participant means a person registered as such under sub-section
(1A) of section 12 of the SEBI Act, 1992. Depository Participant (DP):
is the representative or agent of the investor in the depository system
providing the link between the Company and investor through the
Depository
– (e) Registered owner means a depository whose name is entered as
such in the register of the issuer.
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Functions of Depository
• Demat securities and enable their transactions
in book entry form.
• Accepting deposits of various securities for
custody
• Keeping computerized updated data of
deliveries of securities in its custody.
• Distribution of dividend and interest.
• Redemption of security on maturity
Neeraj Gupta
Who is a Depository Participant?
• A Depository Participant (DP) is an agent of the depository through which
it interfaces with the investor and provides depository services.
• Public financial institutions, scheduled commercial banks, foreign banks
operating in India with the approval of the Reserve Bank of India, state
financial corporations, custodians, stock-brokers, clearing
corporations /clearing houses, NBFCs and Registrar to an Issue or Share
Transfer Agent complying with the requirements prescribed by SEBI can
be registered as DP.
• Banking services can be availed through a branch whereas depository
services can be availed through a DP.
Neeraj Gupta
Eligibility Criteria for a Depository
• Who can start a depository?
• A PFI as defined in Section 4 A of companies act 1956
• A foreign bank operating in India with RBI approval
• A recognised Stock Exchange
• A custodian of securities approved by GOI.
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Mandatory requirements
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• Registration
• A depository can deal in securities only after
obtaining a certificate of registration.
• Commencement of Business
• A certificate of commencement of business
needs to be obtained from SEBI within 1 year
of certificate of registration.
Neeraj Gupta
Depositories in India-NSDL
• The National Securities Depository Limited (NSDL) was the
first depository in India. It was registered by SEBI on 7th June
1996, as the very first Depository to facilitate trading and
settlement of securities in Demat form. It started its
operations on 8th November 1996
• It is promoted by institutions of national stature, which are
responsible for the economic development of India and have
established an infrastructure of international standards.
• They handle most of the securities, which are held and settled
in a dematerialized form in the Indian capital market. Its main
promoters are IDBI, UTI and NSE.
Neeraj Gupta
Depositories in India-CDSL
• Central Depository Services Limited (CDSL) is the
second Indian central securities depository. It is
based in Mumbai. Its main function is the holding
securities either in certificated or un-certificated i.e.
dematerialized form; it helps to enable the book
entry transfer of securities. It began operating in
February in the year 1999. Its main promoters are
BSE, HDFC, SBI, BOI and BOB.
Neeraj Gupta
Difference
Neeraj Gupta
Financial Regulators
Financial System
India US UK
Markets:
Banks: Banks: Federal Markets: Markets: FCA
Securities & Banks: Bank
Reserve Reserve Securities / Prudential
Exchange of England /
Bank of India & Pension Co’s Exchange Regulatory
Board of FCA
Commission Authority
India
THE REGULATORS IN THE INDIAN FINANCIAL
SYSTEM
The regulators ensure that the market participants
behave in a desired manner so that the securities market
continue to be a major source of finance for Corporates
and government and the interest of investors are
protected. The responsibility for regulating the securities
market is shared by:
Department of Economic Affairs (DEA)
Department of Company Affairs (DCA)
Reserve Bank of India (RBI)
Securities and Exchange Board of India (SEBI)
Securities Appellate Tribunal (SAT)
Government has issued notifications providing
that the contracts for sale and purchase of
government securities, gold-related securities,
money market securities and securities derived
from these securities and ready forward contracts
in debt securities shall be regulated by RBI.
Such contracts, if executed on stock exchanges,
shall, however, be regulated by SEBI in a manner
that is consistent with the guidelines issued by RBI.
• Most of the powers under the SCR (A) are exercisable by
Department of Economic Affairs (DEA), while a few others by
SEBI.
• The powers of the DEA under the SCRA are also con-currently
exercised by SEBI.
• The powers in respect of the contracts for sale and purchase
of securities, gold-related securities, money market securities
and securities derived from these securities and ready
forward contracts in debt securities are exercised
concurrently by RBI.
• The SEBI Act and the Depositories Act are mostly
administered by SEBI.
• The powers under the Companies Act relating to
issue and transfer of securities and non-payment of
dividend are administered by SEBI in case of listed
public companies and public companies proposing to
get their securities listed.
• The SROs ensure compliance with their own rules
relevant for them under the securities laws.
RESERVE BANK OF INDIA
• It counsels the Central and State Govt. and all public sector
institutions on monetary matters.
Rationale :
safety of public money
ensure productive use of funds
ensure sound and healthy banking system
stable monetary position
maintain value of rupee
ensure effective coordination and control among various
participants of Indian financial system
control overall credit and price level in the country
The central bank’s basic functions are :
• Issue note
• Banker’s bank;
• Government bank;
• Promote the growth of economy
• Controller of foreign exchange
RBI
Regulates
Direct Instruments :
• Reserve Requirements : CRR ; SLR
• Administered Interest rates :changes in bank rates
• Credit control: priority sector lending
Indirect Instruments :
• Open market Operation
• Repos
Key regulations governing the Indian
Securities Market.
• The four main acts governing the securities market
are:
– The SEBI Act, 1992
– The SC(R)A, 1956
– Securities Contracts (Regulation) (Stock Exchanges and
Clearing Corporations) (Second Amendment)
Regulations,2017
– The Depositories Act, 1996
– The Companies Act, 2013.
• Apart from the four Acts the following Regulations are also of
high importance in the regu-lation of Indian Securities
Markets:
• SEBI (Stock Broker and Sub-Brokers) Regulation, 1992
• SEBI (Prevention of Insider Trading) Regulations, 1992
• The Prevention of Money laundering Act, 2002
• SEBI (Prohibition of Fraudulent and Unfair Trade Practices
relating to the Securities Market) Regulations 2003
• SEBI (Custodian of Securities) Regulation, 1996
• SEBI (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011
Securities Contracts (Regulation) Act (SCRA),
1956
SCRA provides for direct and indirect control of virtually all aspects of
securities trading and the running of stock exchanges and aims to prevent
undesirable transactions in securities. It gives SEBI regulatory jurisdiction over:
(a) Stock exchanges through a process of recognition and continued
supervision,
(b) Contracts in securities, and
(c) Listing of securities on stock exchanges.
• undertaking inspection ,
– “maintain high standards of integrity, promptitude and fairness in the conduct of all
his business.
– act with due skill, care and diligence in the conduct of all his business.
– not indulge in manipulative, fraudulent or deceptive transactions or schemes or
spread rumors with a view to distorting market equilibrium or making personal
gains.
– not create false market either singly or in concert with others or indulge in any act
de-trimental to the investors interest or which leads to interference with the fair
and smooth functioning of the market.
Prevention of Money Laundering Act, 2002
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