Chapter - 1
Chapter - 1
Primary Market -
• In Primary Market both government and private companies can raise money to meet their requirement of
investment.
• Securities in form of equity or debt, can be issued in domestic/international markets at face value, discount or
premium.
• In this market issue is done either through public issues or private placements. Under The Companies Act,
1956, Public Issue refers to that issue which gets allotment of securities to 50 investors or more. Private
Placement refers to that issue which get allotment to persons not exceeding 49.
Secondary Market –
• Secondary Market refers to a market where securities are traded after being offered to the public in the
primary market or listed on stock exchange.
• Secondary Market is made up of equity, derivatives and the debt markets.
• Secondary Market is operated through two mediums
1. Over the counter (OTC)
2. Exchange Traded Market (ET)
• The over-the-counter market—commonly known as the OTC market—is where securities that aren't listed on
the major exchanges are traded. Stocks and bonds that trade on the OTC market is typically from smaller
companies that don't meet the requirements to be listed on a major exchange.
• OTC (Over-the-Counter) and Exchange refer to two different methods of buying and selling securities. OTC
refers to a transaction conducted directly between two parties, without the supervision of an exchange.
Exchange-traded refers to a transaction executed on a centralized exchange, with the exchange acting as a
middleman.
• (OTC) This type of trading often occurs in the market for derivatives, currencies, and other financial
instruments
The C in CNX stands for Credit Rating Information Services of India (CRISIL) and NX stands for the National
Stock Exchange. These two agencies have come together to form a joint venture for managing the NSE index.
This joint venture, India Index Products and Services Limited (IISL), owns and operates the CNX Nifty 50.
• The Nifty 50 is a benchmark index that tracks 50 of the largest stocks traded on India's National Stock
Exchange.
• The Nifty 50 is calculated on a real-time daily basis using a free-float market capitalization method.
• The top three sectors represented are financials, information technology, and oil and gas.
• The Nifty 50 and the Bombay Stock Exchange's Sensex are popular benchmark indexes.
• India's stock market became the fourth-largest in the world in January 2024.
By Mohit Tarkar
Financial Markets & Management – Class XII
2. Market Capitalization
• Market Capitalization is defined as value of all listed shares on the country’s exchange.
• It is calculated on a daily basis
• Market Capitalization of a particular company can be calculated as:
Market Capitalisation = Closing Price of Share x Number of Outstanding Shares
For example, if a company has 5 million shares outstanding and its current stock price is $20, it has a market
capitalization of $100 million.
20 x 5 = $100 Million
Similarly, to calculate market capitalisation of all companies listed on an exchange we add (+) the market
capitalisation of all companies traded on Exchange.
4. Turnover
Turnover for a share is calculated by multiplying the no. of shares traded with price.
Number of Shares x Price
Similarly, to calculate turnover of all companies listed on an exchange we add (+) the market capitalisation of
all companies traded on Exchange.
5. Turnover Ratio
• It is defined as Turnover at Exchange divided by Market Capitalisation at Exchange. It is used as a
measure of liquidity in stock markets.
Participants
1. Stock market participants refer to the various entities involved in buying, and selling financial securities within the
stock market.
For example, an individual investor in India might purchase shares of Infosys through a brokerage platform, thus
participating in the stock market.
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Financial Markets & Management – Class XII
Stock Broker –
Stock brokers serve as intermediaries between markets (e.g., exchanges) and the investing public. Brokers take
customer orders and try to fill them at the best price possible. In return, they earn a fee known as a commission.
Today, many stockbrokers have transitioned to financial advisors or planners as online brokerage platforms allow
users to enter their own orders via the web or mobile app.
According to SEBI Regulations, 1992, a stock broker is member of a stock exchange and requires to hold a
registration certificate from SEBI in order to buy, sell or deal in securities.
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Financial Markets & Management – Class XII
While considering the application of an entity for the grant of registration as a stock broker, SEBI checks out if the
applicant:
• is eligible to be admitted as a member of a stock exchange;
• has the necessary infrastructure like adequate office space, equipment and manpower to effectively
discharge his activities;
• has any past experience in the business of buying, selling or dealing in securities;
• is subjected to any disciplinary proceedings under the rules, regulations and bye-laws of a stock exchange
with respect to his business as a stock-broker involving either himself or any of his partners, directors or
employees.
Persons or Institutions desirous of securing admission as members (stock brokers) on the Exchange may apply for
membership on any one of the following segment groups:
(a) Wholesale Debt Market (WDM) Segment
(b) Capital Market (CM) segment
(c) Capital Market (CM) and Wholesale Debt Market (WDM) segment
(d) Capital Market (CM) and Futures & Options (F&O) segment
(e) Capital Market (CM), Futures & Options (F&O) segment and Wholesale Debt Market (WDM) segment
(f) Currency Derivatives (CD) segment with or without the above-mentioned segments.
(g) Clearing Membership of National Securities Clearing Corporation Ltd. (NSCCL) as a Professional Clearing Member
(PCM). Professional Clearing Members do not trade but only clear and settle trades executed by other trading
members (TMs). Professional clearing membership is only applicable for the F&O and Currency Derivatives segments.
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Financial Markets & Management – Class XII
Types of membership
Trading Member
This member can trade on his own account as well as on his client’s account, but to clearing and settlement of trades
would have been done by Trading-cum Clearing Member or Professional Clearing Member of the Exchange.
Corporate Structure
• Securities Markets are volatile (sudden change) and risky.
• So, to ensure that there is minimum risk, they use some methods to reduce risks.
• One such method is called “Dominant Promoter/Shareholder Group”.
• The shareholders holding the majority of shares have a dominant role in affairs of the company. In case of
any default by the broker, the Exchange should be able to identify and take action against the persons who
are behind the company.
• So, during the admission process, the dominant shareholders are called for an interview with Membership
Recommendation Committee (MRC).
• The purpose of interview is to acquire information about their capability & commitment to carry on stock
broking activities.
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Financial Markets & Management – Class XII
• The MRC recommends the name of trading members to Membership Selection Committee (MSC)/Board of
Directors of Exchange.
• After checking all the details, MSC either approves or rejects the application.
• On getting approval from MSC, admission is provided to applicant with submission of relevant fees/deposits
and documents.
• The documents of the member are then forwarded to SEBI for registration.
• After satisfying itself, SEBI grants a Registration Certificate in the name of the applicant.
• The applicant then has to submit the prescribed deposit within the given timeframe given in the offer letter.
• Following examinations are required –
1. CM Segment – Capital Market (Dealers) Module
2. Future & Options Segment – Derivatives Market (Dealers) Module
3. Currency Derivatives Segments – National Institute of Securities Market – I
• After ensuring that all the formalities and requirements with Exchange are complied, The Trading Member is
enabled to trade on the NEAT System.
The Exchange is free to accept or reject such applications and if it decides to accept the application, it may
impose additional terms and conditions.
a) After surrendering the membership from exchange, no member can’t be admitted again within the
period of 1 year from the date of approval.
b) This application of surrender of trading membership is done after submission of original SEBI registration
certificates on all segments on which the trading member is registered so that they can be forwarded to
SEBI for cancellation.
c) Trading member should request Exchange to dismantle and recover all the leased lines/VSAT and all
other equipment given to them.
d) A letter is also sent to SEBI to check pending dues, if any, from member.
e) If there is any claim or due of investor towards member, the total amount payable by the member should
be adjusted by trading member’s deposit available with the exchange. In case the amount payable
exceeds the deposits, the trading member is required to bring the amount within 21 days of information.
f) Upon failure of the amount payable within 21 days, the case shall be referred to relevant authorities for
action.
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Financial Markets & Management – Class XII
ii) Un-business-like conduct: A trading member can be found guilty of un-business-like conduct for the
following.
a. Transaction or business dealings in fictitious names.
b. Circulation of rumours.
c. Any unfair dealing in securities which doesn’t reflect the true market values.
d. Market manipulation and rigging.
e. If a trading member accepts less than a full money payment in settlement of a debt due by another
trading member arising out of a transaction in securities.
f. Dishonoured cheque
g. Failure to carry out transactions with constituents
iii) Unprofessional conduct: A trading member can be found guilty of unprofessional conduct for the
following.
a. Business in securities in which dealings not permitted.
b. Business for defaulting constituent who failed to carry out engagements relating to securities and is
in default to another trading member.
c. Transacts in business with an insolvent
d. Carrying out business during his suspension period.
e. Business with suspended, expelled and defaulter trading members.
Suspension of Business:
a) Prejudicial business: When the relevant authority finds that trading member is doing business by making
purchases or sales of securities for the purpose of upsetting equilibrium of the market.
b) Unwarrantable Business: When the relevant authority finds that trading member engages in
unwarrantable business.
c) Unsatisfactory financial condition: When the relevant authority finds that trading member is in a bad
financial condition and it cannot be permitted to do business safely to Exchange.
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Financial Markets & Management – Class XII
Authorized Persons –
• Trading members of Exchange can appoint persons in the Capital Market, Future & Options and Currency
Derivative Segments as “Authorized Persons”.
• Authorised Person is "Any person- individual, partnership firm, Limited Liability Partnership (LLP) or body
corporate who is appointed by a stock broker and who provides access to trading platform of a stock
exchange as an agent of the stock broker."
• Authorised Person can receive remuneration - fees, charges, commission, salary, etc. for his services only
from the stock broker and shall not charge any amount from the clients.
• Authorized person is not allowed to have any trading relationship with the client of trading member.
• The trading member should issue or deliver contact notes as well securities directly to the client without
using authorized person as intermediary.
Sub Broker
• Sub-broker is an important intermediary between stock broker and client in capital market segment.
• The trading members of the Exchange may appoint sub-brokers to act as agents of the concerned trading
member for assisting the investors in buying, selling or dealing in securities.
• The sub-brokers are affiliated to the trading members and are required to be registered with SEBI.
• A sub-broker is allowed to be associated with only one trading member of the Exchange.
Eligibility
A sub-broker may be an individual, a partnership firm or a corporate. In case of corporate or partnership firm,
the directors or partners and in the case of an individual sub-broker applicant should comply with the
following requirements:
(a) They should not be less than 21 years of age;
(b) They should not have been convicted of any offence involving fraud or dishonesty;
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Financial Markets & Management – Class XII
(c) They should have either passed 12th standard equivalent examination from an institution recognized by
the Government or 10th standard with 2 years of work experience in securities market.
(d) They should not have been rejected by SEBI
Registration Process
• No sub-broker is allowed to buy, sell or deal in securities, unless he or she holds a certificate of registration
granted by SEBI.
• Sub-brokers are required to obtain certificate of registration from SEBI in accordance with SEBI and
Regulations, 1992, without which they are not permitted to buy, sell or deal in securities.
• SEBI may grant a certificate to a sub-broker, subject to the conditions that:
(a) he should pay the fees in the prescribed manner;
(b) he should take adequate steps for redress of grievances of the investors within one month of the
date of the receipt of the complaint and keep SEBI informed about the number, nature and other
particulars of the complaints received;
(c) in case of any change in the status and constitution, the sub-broker should obtain prior
permission of SEBI to continue to buy, sell or deal in securities in any stock exchange; and
(d) He should be authorised in writing, by a stock-broker being a member of a stock exchange for
affiliating himself in buying, selling or dealing in securities.
• The applicant sub-broker should submit the required documents to the stock exchange with the
recommendation of a trading member.
• After verifying the documents, the stock exchange may forward the documents of the applicant sub-broker
to SEBI for registration.
• A sub-broker can trade after getting himself registered with SEBI.
• The Exchange may not forward the application of the sub-broker to SEBI for registration if the applicant dealt
with fake, forged, stolen, counterfeit etc. shares and securities in the market.
• The trading member is required to enter into an agreement in the specified format provided by NSE with
the client before accepting orders on client’s behalf.
• The agreement is executed on non-judicial stamp paper of duly signed by both the parties on all the
pages.
• Copy of the agreement has to be kept with the TM permanently.
• The agreement should contain all the clauses mentioned in Uniform Documentary Requirement (UDR).
Stock broker may incorporate any additional clauses in these documents provided
• There should be segregation of mandatory documents/clauses pertaining to client registration in
separate docket in case of internet trading, in addition to clauses mentioned in UDR, the client has to
mention clauses pertaining to internet trading.
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Financial Markets & Management – Class XII
• Under "Know Your Client (KYC)" requirements, the TM should seek information such as: investor risk
profile, financial profile, investor identification details, address details, income, PAN number,
employment, age, investments experience, trading preference.
• The TM has to obtain recent passport size photograph photographs of clients.
• The TM should also take proof of identification and address of the client. In-person verification should be
done by the trading member's staff, name & signature of the person doing the in-person verification
together with the stamp of trading member should be there on the KYC form.
• Unique Client Code is an identification number for clients which the brokers have to mandatorily
maintain.
• A broker needs to maintain privacy in record keeping for its clients and thus each client is issued a
separate alphanumeric/numeric number called Unique Client Code (UCC).
Execution of Orders:
• When a client wants to place or modify his order, the trading member may obtain order placement/modification
details in writing from the client.
• The trading member should also provide the order confirmation/modification slip if so asked by the client.
• Similarly, if the client wants to cancel any of his order, the trading member may obtain order cancellation details in
writing from the client.
• But all the above clauses are only applicable when order is entered into system and not has been traded, if order
have been executed in meantime, then the requests for modification or cancellation should get rejected.
Contact Note
• The contract note is the legal record of any trade made by a stockbroker on a stock exchange.
• It confirms the trade conducted on a specific day, on the client's behalf, performed on a stock exchange (BSE / NSE).
• You receive this document from your broker stating the details of shares that were bought or sold through him. The
document may also be available in electronic format with a digital signature.
Every trading member should make payments to his clients or deliver securities purchased within one
working day of payout.
What is brokerage?
• The maximum brokerage chargeable by TM in respect of trade on is fixed at 2.5% of the contact price,
exclusive of statutory levies.
• This maximum brokerage is inclusive of sub-brokerage.
• The brokerage should be indicated separately from the price in the contact note.
• The Trading Member may not share brokerage with a person who is a trading member or in employment
of another trading member.
By Mohit Tarkar
Financial Markets & Management – Class XII
For example: If a client has sold 10000 shares of a company @ Rs. 50, what is the maximum brokerage that the client
can be charged?
• The TM should maintain separate bank accounts for client's funds and own funds.
• It is compulsory for all TMs to keep the money of the clients in a separate account and their own money in a
separate account.
• Funds should be transferred from the client account to the clearing account for the purpose of funds pay-in
obligations on behalf of the clients and vice-versa in case of funds pay-out.
• Any payment for transaction of trading member itself is not allowed to be made from the client's account.
• The trading members should keep the dematerialised securities of clients in a separate beneficiary account
distinct from the beneficiary account maintained for holding their own dematerialised securities.
• No delivery towards the own transactions of the trading members is allowed to be made from the account
meant for clients.
• For this purpose, every trading member is required to open a beneficiary account in the name of the trading
member exclusively for the securities of the clients (to be referred to as "constituents' beneficiary account").
• A trading member may keep one consolidated clients' beneficiary account for all its clients or different
accounts for each of its clients as it may deem fit.
• Investor complaints received against the trading members / companies in respect of claims/ disputes for
transactions executed on the Exchange are handled by the Investor Service Cell (ISC).
• The complaints are forwarded to the trading members for resolution and seeking clarifications.
• The ISC follows-up with the trading members and makes efforts to resolve the complaint as soon as possible
In certain cases, on account of conflicting claims made by the investor and the trading member, when it is
not possible to administratively resolve the complaint, investors are advised to take recourse to the
arbitration mechanism prescribed by the Exchange.
• Arbitration, which is a quasi-judicial process, is an alternate dispute resolution mechanism prescribed under
the Arbitration and Conciliation Act, 1996.
Code of Advertising
• Trading Members of the Exchange while issuing advertisements in the media have to comply with the Code
of Advertisement prescribed by the Exchange.
• A copy of an advertisement has to be submitted to the Exchange to get a prior approval before its issue in
publication/media.
• The trading members may apply for approval of advertisement as per the application format. Trading
Members not complying with the Code of Advertisement may have to face disciplinary proceedings.
• The Code of Advertisement is as follows:
o Advertisement shall include all forms of communications
o Forms of communications shall include, form of document, pamphlets, circulars, brochures, notice or
any research reports or any other literature or information, material published, or designed for use in
a newspaper, magazine, SMS or other periodical, radio, television, telephone or tape recording, video
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Financial Markets & Management – Class XII
o
o tape display, signs or bill boards, motion pictures, telephone directories (other than routine listings)
or other public media including websites or emails, whether in print or audio visual form or used in
workshop/seminar or public speaking or in any other manner.
• Advetisement shall contain:
o Stock broker ID and Logo
o Name of stock broker, registered office address, SEBI Registration No.
o Information in advertisement should be accurate, true, fair clear and complete.
o Link of official website has to provide when mode of advertisement in SMS/Message etc.
• Advertisement shall not contain:
o Prohibit superlative terms, such as best, No.1, one of the best etc. unless such terms is provided by
an entity.
o Avoid promise or guarantee of assured return to general investors.
o Statements that can be misunderstood or which are false and misleading.
o Exploitive statements designed to exploit of the investors due to lack of knowledge.
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