Capital Market

Capital Market
• Capital market simply refers to a market for long term
funds. It is a market for buying and selling of equity,
debt and other securities. Generally, it deals with long
term securities that have a maturity period of above
one year.
• Capital market is a vehicle through which long term
finance is channelized for the various needs of industry,
commerce, govt. and local authorities. According to
W.H. Husband and J.C. Dockerbay, “the capital market is
used to designate activities in long term credit, which is
characterised mainly by securities of investment type”.
 Characteristics of Capital Market
• 1. Link between savers and investors
• Deals in long term fund
• Capital formation:
• Government Rules and Regulations:
 Components of Capital Market
• (a) Primary market,
• (b) Government Securities Market,
• (c) Financial Institutions, and
• (d) Secondary Market
 Capital Markets – Functions
• Bringing together those requiring capital and those
who possess capital in excess.
• Aims to achieve better transactional efficiency
• Helps in economic growth
• Ensures continuous availability of funds
• Ensures the movement and efficient utilization of
capital, resulting in increased national income
• Minimizes transaction and information costs
• Offers insurance against market risks
 Advantages of Capital Market
• Money movement between individuals who need capital
and who possess the capital
• Increased efficiency in the transactions
• Securities like shares help in earning dividend income
• Growth in the value of investment increases in the long run
• Interest rates provided by bonds and securities are higher
than the banks’ interest rates
• Investors can avail tax benefits by investing in stock
markets
• Securities of capital markets can be used as a collateral for
availing loans from banks
 Functions of Capital Market
• Links Borrowers and Investors: Capital markets serve as an intermediary between people
with excess funds and those in need of funds.
• Capital Formation: The capital market plays an important role in capital formation. By timely
providing sufficient funds, it meets the financial needs of different sectors of the economy.
• Regulate Security Prices: It contributes to securities' stability and systematic pricing. The
system monitors whole processes and ensures that no unproductive or speculative activities
occur. A standard or minimum interest rate is charged to the borrower. As a result, the
economy's security prices stabilize.
• Provides Opportunities to Investors: The capital markets have enough financial instruments
to meet any investor's needs, regardless of the risk level. Capital markets also provide
investors with the opportunity to increase their capital yields. The interest rate on most
savings accounts is extremely low compared to the rate on equities. Therefore, investors can
earn a higher rate of return on the capital market, though some risks are involved as well.
• Minimises Transaction Cost And Time: Long-term securities are traded on the capital market.
The whole trading process is simplified and reduced in cost and time. A system and program
automate every aspect of the trading process, thus speeding up the entire process.
• Capital Liquidity: The financial markets allow people to invest their money. In exchange, they
receive ownership of a stock or bond. Bond certificates cannot be used to purchase a car,
food, or other assets, so they may need to be liquidated. Investors can sell their assets for
liquid funds to a third party on the capital markets.
 Functions of Capital Market
• Mobilization of Savings : Capital market is an important
source for mobilizing idle savings from the economy. It
mobilizes funds from people for further investments in the
productive channels of an economy. In that sense it activate
the ideal monetary resources and puts them in proper
investments.
• Capital Formation : Capital market helps in capital
formation. Capital formation is net addition to the existing
stock of capital in the economy. Through mobilization of
ideal resources it generates savings; the mobilized savings
are made available to various segments such as agriculture,
industry, etc. This helps in increasing capital formation
 Instruments of the Capital Market
– Equity Shares
• These shares are the prime source of finance for a public limited or joint-
stock company. When individuals or institutions purchase them,
shareholders have the right to vote and also benefit from dividends when
such an organization makes profits. Shareholders, in such cases, are
regarded as the owners of a company since they hold its shares.
• Preference Shares
• These are the secondary sources of finance for a public limited company.
As the name suggests, holders of such shares enjoy exclusive rights or
preferential treatment by that company in specific aspects. They are likely
to receive their dividend before equity shareholders. However, they do
not typically have any voting rights.
 EQUITY SHARES:
• An equity share, normally known as ordinary share is a part
ownership where each member is a fractional owner and initiates
the maximum entrepreneurial liability related with a trading
concern. These types of shareholders in any organization possess the
right to vote.
• Features of Equity Shares Capital:
•  Equity share capital remains with the company.
•  It is given back only when the company is closed
•  Equity Shareholders possess voting rights and select the company’s
management
•  The dividend rate on the equity capital relies upon the obtain
ability of the surfeit capital.
• However, there is no fixed rate of dividend on the equity capital.
• Characteristics of Equity Shares
•  Maturity
•  Claims / right to income
•  Claim on assets
•  Right to Control or Voting Right
•  Pre-emptive Right
•  Limited liability
• Advantages of Equity Shares Capital
• a) Equity Shares does not create a sense of obligation and
accountability to pay a rate of dividend that is fixed.
• b) Equity Shares can be circulated even without establishing any extra
charges over the assets of an enterprise.
• c) It is a perpetual source of funding and the enterprise has to pay
back; exceptional case – under liquidation.
• d) Equity shareholders are the authentic owners of the enterprise who
possess the voting rights.
 Preference share
• Preference shares are a long-term source of finance
for a company. They are neither completely similar
to equity nor equivalent to debt. The law treats
them as shares but they have elements of both
equity shares and debt. For this reason, they are
also called ‘hybrid financing instruments’.
• These are also known as preferred stock, preferred
shares, or only preferred in a different part of the
world. There are various types of preference shares
used as a source of finance.
• Features of preference shares
• a) Maturity
• b) Claim on income
• c) Claim on assets
• d) Control
• e) Hybrid from securities
 Advantages of Preference shares:
• a) Appeal to Cautious Investors: Preference shares can be easily sold
to investors who prefer reasonable safety of their capital and want a
regular and fixed return on it.
• b) No Obligation for Dividends: A company is not bound to pay
dividend on preference shares if its profits in a particular year are
insufficient. It can postpone the dividend in case of cumulative
preference shares also. No fixed burden is created on its finances.
• c) No Interference: Generally, preference shares do not carry voting
rights. Therefore, a company can raise capital without dilution of
control. Equity shareholders retain exclusive control over the
company.
• d) Trading on Equity: The rate of dividend on preference shares is
fixed. Therefore, with the rise in its earnings, the company can
provide the benefits of trading on equity to the equity shareholders.
 Advantages of Preference shares:
• e) No Charge on Assets: Preference shares do not create any
mortgage or charge on the assets of the company. The
company can keep its fixed assets free for raising loans in
future.
• f) Flexibility: A company can issue redeemable preference
shares for a fixed period. The capital can be repaid when it is
no longer required in business. There is no danger of over-
capitalisation and the capital structure remains elastic.
• g) Variety: Different types of preference shares can be
issued depending on the needs of investors. Participating
preference shares or convertible preference shares may be
issued to attract bold and enterprising investors.
 Disadvantages:
• a) Fixed Obligation: Dividend on preference shares has to be paid at a fixed rate and
before any dividend is paid on equity shares. The burden is greater in case of cumulative
preference shares on which accumulated arrears of dividend have to be paid.
• b) Limited Appeal: Bold investors do not like preference shares. Cautious and
conservative investors prefer debentures and government securities. In order to attract
sufficient investors, a company may have to offer a higher rate of dividend on preference
shares.
• c) Low Return: When the earnings of the company are high, fixed dividend on preference
shares becomes unattractive. Preference shareholders generally do not have the right to
participate in the prosperity of the company.
• d) No Voting Rights: Preference shares generally do not carry voting rights. As a result,
preference shareholders are helpless and have no say in the management and control of
the company.
• e) Fear of Redemption: The holders of redeemable preference shares might have
contributed finance when the company was badly in need of funds. But the company may
refund their money whenever the money market is favorable. Despite the fact that they
stood by the company in its hour of need, they are shown the door unceremoniously.
 DEFERRED SHARES
• Deferred shares are also called as founder shares because these shares were
normally issued to founders. The shareholders have a preferential right to get
dividend before the preference shares and equity shares. No Public limited
company or which is a subsidiary of a public company can issue deferred shares.
These shares are issued to the founder shares to control over the management
by the virtue of their voting rights.
• a) No Par Share or Stock: According to Indian Companies Act, the shares issued
by a company must have a definite face value. The face value of the share
indicates the extent of interest in and the liability of the shareholder to the
company.
• b) Sweat Equity: Sweat equity is the non-monetary investment that owners or
employees contribute to a business venture. Startups and entrepreneurs often
use this form of capital to fund their businesses by compensating their
employees with stock rather than cash, which also helps to align risk and
rewards. In real estate, it refers to value-enhancing improvements made by
homeowners to their properties.
 DEBENTURE
• Debenture is used to issue the loan by government and companies. The loan is
issued at the fixed interest depending upon the reputation of the companies.
When companies need to borrow some money to expand themselves they take
the help of debentures.
• Important features of Debentures:
•  Debentures are instruments of debt, which means that debenture holders
become creditors of the company. They are a certificate of debt, with the date of
redemption and amount of repayment mentioned on it. This certificate is issued
under the company seal and is known as a Debenture Deed.
•  Debentures have a fixed rate of interest, and such interest amount is payable
yearly or half-yearly.
•  Debenture holders do not get any voting rights. This is because they are not
instruments of equity, so debenture holders are not owners of the company, only
creditors. The interest payable to these debenture holders is a charge against the
profits of the company. So these payments have to be made even in case of a loss.
 Advantages of Debentures:
• a) One of the biggest advantages of debentures is that the company
can get its required funds without diluting equity. Since debentures
are a form of debt, the equity of the company remains unchanged.
• b) Interest to be paid on debentures is a charge against profit for the
company. But this also means it is a tax-deductible expense and is
useful while tax planning.
• c) Debentures encourage long-term planning and funding. And
compared to other forms of lending debentures tend to be cheaper.
• d) Debenture holders bear very little risk since the loan is secured
and the interest is payable even in the case of a loss to the company.
• e) At times of inflation, debentures are the preferred instrument to
raise funds since they have a fixed rate of interest.
 Disadvantages of Debentures:
• a) The interest payable to debenture holders is a financial
burden for the company. It is payable even in the event of a
loss
• b) While issuing debentures help a company trade on equity,
it also makes it to dependent on debt. A skewed Debt-Equity
Ratio is not good for the financial health of a company
• c) Redemption of debentures is a significant cash outflow for
the company which can imbalance its liquidity
• d) During a depression, when profits are declining,
debentures can prove to be very expensive due to their fixed
interest rate
 Types of Debentures:
• Secured Debentures: These are debentures that are secured against an
asset/assets of the company. This means a charge is created on such
an asset in case of default in repayment of such debentures. So in case,
the company does not have enough funds to repay such debentures,
the said asset will be sold to pay such a loan. The charge may be fixed,
i.e. against a specific assets/assets or floating, i.e. against all assets of
the firm.
• 2. Unsecured Debentures: These are not secured by any charge against
the assets of the company, neither fixed nor floating. Normally such
kinds of debentures are not issued by companies in India.
• 3. Redeemable Debentures: These debentures are payable at the
expiry of their term. Which means at the end of a specified period they
are payable, either in the lump sum or in installments over a time
period. Such debentures can be redeemable at par, premium or at a
discount.
• Irredeemable Debentures: Such debentures are perpetual in nature.
There is no fixed date at which they become payable. They are
redeemable when the company goes into the liquidation process. Or
they can be redeemable after an unspecified long time interval.
• 5. Fully Convertible Debentures: These shares can be converted to
equity shares at the option of the debenture holder. So if he wishes
then after a specified time interval all his shares will be converted to
equity shares and he will become a shareholder.
• 6. Partly Convertible Debentures: Here the holders of such
debentures are given the option to partially convert their debentures
to shares. If he opts for the conversion, he will be both a creditor and
a shareholder of the company.
• 7. Non-Convertible Debentures: As the name suggests such
debentures do not have an option to be converted to shares or any
kind of equity. These debentures will remain so till their maturity, no
conversion will take place. These are the most common type of
debentures.
• Bonds
• Bondholders are considered as creditors concerning such an
entity and are entitled to periodic interest payment.
Furthermore, bonds carry a fixed lock-in period. Therefore,
issuers of bonds are mandated to repay the principal amount
on the maturity date to bondholders.
• Debentures
• Unlike bonds, debentures are unsecured investment options.
Consequently, they are not backed by any asset or collateral.
Here, lending is entirely based on mutual trust, and, herein,
investors act as potential creditors of an issuing institution or
company.
 Components of Capital Market
• There are four main components of capital
market. They are:
• 1. Primary market
• 2. Secondary Market
• 3. Government Securities Market
• 4. Financial Institutions
Primary Market /New Issue Market (NIM)

• The primary market is a market for new issues. It is also called

new issue market. It is a market for fresh capital. It deals with
the new securities which were not previously available to the
investing public. Corporate enterprises and Govt. raises long
term funds from the primary market by issuing financial
securities.
• Both the new companies and the existing companies can issue
new securities on the primary market. It also covers rising of
fresh capital by government or its agencies.The primary
market comprises of all institutions dealing in fresh securities.
These securities may be in the form of equity shares,
preference shares, debentures, right issues, deposits etc.
 Functions of Primary Market
• 1. Origination: Origination refers to the work
of investigation, analysis and processing of
new project proposals. Origination begins
before an issue is actually floated in the
market. The function of origination is done by
merchant bankers who may be commercial
banks, all India financial institutions or private
firms.
• Underwriting: When a company issues shares to the public
it is not sure that the whole shares will be subscribed by the
public. Therefore, in order to ensure the full subscription of
shares (or at least 90%) the company may underwrite its
shares or debentures. The act of ensuring the sale of shares
or debentures of a company even before offering to the
public is called underwriting. It is a contract between a
company and an underwriter (individual or firm of
individuals) by which he agrees to undertake that part of
shares or debentures which has not been subscribed by the
public. The firms or persons who are engaged in
underwriting are called underwriters.
• Distribution: This is the function of sale of
securities to ultimate investors. This service is
performed by brokers and agents. They
maintain a direct and regular contact with the
ultimate investors.
Methods of floatation of securities in
primary market:
Methods of Raising Fund in the Primary Market (Methods of Floating
New Issues)

• Public issues
• Offer for sale
• Private placement
• Right issue
• Tender method.
 1. Public Issues

• This is the most popular method of raising long term

capital. It means raising funds directly from the public.
Under this method, the company invites subscription
from the public through the issue of prospectus (and
issuing advertisements in news papers). On the basis of
offer in the prospectus, the investors apply for the
number of securities they are willing to take. In
response to application for securities, the company
makes the allotment of shares, debentures etc.
 Types of Public Issues:
• Initial Public Offering (IPO): This is an offering of either
a fresh issue of securities or an offer for sale of existing
securities or both by an unlisted company for the first
time in its life to the public. In short, it is a method of
raising securities in which a company sells shares or
stock to the general public for the first time.
• Follow-on Public Offering (FPO): This is an offer of sale
of securities by a listed company. This is an offering of
either a fresh issue of securities or an offer for sale to
the public by an already listed company through an
offer document.
 2. Offer for Sale Method
• Under this method, instead of offering shares directly to the
public by the company itself, it offers through the
intermediary such as issue houses/ merchant banks/
investment banks or firms of stock brokers.
• Under this method, the sale of securities takes place in two
stages. In the first stage, the issuing company sells the shares
to the intermediaries such as issue houses and brokers at an
agreed price. In the second stage, the intermediaries resell
the securities to the ultimate investors at a market related
price. This price will be higher. The difference between the
purchase price and the issue price represents profit for the
intermediaries. The intermediaries are responsible for
meeting various expenses. Offer for sale method is also called
bought out deal. This method is not common in India.
 3. Private Placement of Securities
• Private placement is the issue of securities of a company direct to one
investor or a small group of investors. Generally the investors are the
financial institutions or other existing companies or selected private
persons such as friends and relatives of promoters. A private company
cannot issue a prospectus. Hence it usually raises its capital by private
placement. A public limited company can also raise its capital by
placing the shares privately and without inviting the public for
subscription of its shares. Company law defines a privately placed issue
to be the one seeking subscription from 50 members. In a private
placement, no prospectus is issued. In this case the elaborate
procedure required in the case of public issue is avoided. Therefore,
the cost of issue is minimal. The process of raising funds is also very
simple. But the number of shares that can be issued in a private
placement is generally limited.
• Thus, private placement refers to the direct sale of newly issued
securities by the issuer to a small number of investors through
merchant bankers.
 4. Right Issue
• Right issue is a method of raising funds in the
market by an existing company.
• Under this method, the existing company
issues shares to its existing shareholders in
proportion to the number of shares already
held by them. Thus rights issue is the issue of
new shares in which existing shareholders are
given pre-emptive rights to subscribe to the
new issue on a pro-rata basis.
 5. Tender method:
• Under tender method, the issue price is not
predetermined. The company announces the public
issue without indicating the issue price. It invites bids
from various interested parties. The parties
participating in the tender submit their maximum offers
indicating the maximum price they are willing to pay.
They should also specify the number of shares they are
interested to buy. The company, after receiving various
offers, may decide about the price in such a manner
that the entire issue is fairly subscribed or sold to the
parties participating in the tender.
 6. Issue of bonus shares:
• Where the accumulated reserves and surplus
of profits of a company are converted into
paid up capital, it is called bonus issue. It
simply refers to capitalization of existing
reserves and surpluses of a company.
 7. Offer to the employees:
• Now a days companies issue shares on a
preferential basis to their employees (including
whole time directors). This attracts, retains and
motivates the employees by creating a sense of
belonging and loyalty. Generally shares are issued
at a discount. A company can issue shares to their
employees under the following two A company can
issue shares to their employees under the
following two schemes: (a) Employee stock option
scheme and (b) employee stock purchase scheme.
8. Offer to the creditors:
• At the time of reorganization of capital,
creditors may be issued shares in full
settlement of their loans.
9. Offer to the customers:
• Public utility undertakings offer shares to their
customers.
 Procedure of Public Issue
• Draft prospectus:
• Fulfilment of Entry Norms:
• Appointment of underwriters:
• Appointment of bankers:
• Initiating allotment procedure:
• Appointment of brokers to the issue:
• Filing of documents:
• Printing of prospectus and application forms:
• Listing the issue:
• Publication in news papers:
• Allotment of shares:
 Players or Participants (or Intermediaries) in
the Primary market/Capital Market
• 1 Merchant banker: In attracting public money to capital issues, merchant bankers play
a vital role. They act as issue managers, lead managers or co-managers (functions in
detail is given in following pages)
• 2. Registrars to the issue: Registrars are intermediaries who undertake all activities
connected with new issue management. They are appointed by the company in
consultation with the merchant bankers to the issue.
• 3. Bankers: Some commercial banks act as collecting agents and some act as
coordinating bankers. Some bankers act as merchant bankers and some are brokers.
They play an important role in transfer, transmission and safe custody of funds.
• 4. Brokers: They act as intermediaries in purchase and sale of securities in the primary
and secondary markets. They have a network of sub brokers spread throughout the
length and breadth of the country.
• 5. Underwriters: Generally investment bankers act as underwriters. They agreed to
take a specified number of shares or debentures offered to the public, if the issue is not
fully subscribed by the public. Underwriters may be financial institutions, banks, mutual
funds, brokers etc.
 Participants
• The capital market comprises two entities, the one who supplies the
capital and the other who seeks capital. Generally, the entities with
the surplus capital are retail and institutional investors. Whereas, the
entities seeking capital are individuals, government, and businesses.
• Examples of capital suppliers:
– Pension Funds
– Life insurance companies
– Non-financial companies
– Charitable funds
• Examples of capital seekers:
– Individuals looking to purchase homes, vehicles, etc.
– Government
– Non-financial companies
 Secondary Market
• The investors want liquidity for their
investments. When they need cash, they
should be able to sell the securities they hold.
Similarly there are others who want to invest
in new securities. There should be a place
where securities of different companies can
be bought and sold. Secondary market
provides such a place.
Players of Capital Market