Module 3

Primary Market & Secondary Market

Primary Market /New Issue Market (NIM): Every company needs funds. Funds may be
required for short term or long term. Short term requirements of funds can be met through
banks, lenders, institutions etc. When a company wishes to raise long term capital, it goes to
the primary market. Primary market is an important constituent of a capital market. In the
primary market the security is purchased directly from the issuer.
Meaning of Primary Market: 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. raise 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 raising 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:
The main function of a primary market can be divided into three service functions. They are:
origination, underwriting and distribution.
1. Origination: Origination refers to the work of investigation, analysis and processing of new
project proposals. Origination begins before an issue is 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.
2. Underwriting: When a company issues shares to the public it is not sure that the whole
shares will be subscribed by the public. Therefore, 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.
3. 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 Raising Fund in the Primary Market (Methods of Floating New Issues): A
company can raise capital from the primary market through various methods. The methods
include public issues, offer for sale, private placement, right issue, and tender method.
a. 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 newspapers). Based on
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: Public issue is of two types, namely, Initial Public Offer (IPO)
and Follow-on Public Offer (FPO).
Initial Public Offer (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 public for the first time.

Anusha L V, ASSISTANT PROFESSOR, M.COM, KSET

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.

Methods of Determination of Prices of New Shares: Equity offerings by companies are

offered to the investors in two forms – (a) fixed price offer method, and (b) book building
method.

(A) Fixed Price Offer Method: In this case, the company fixes the issue price and then
advertises the number of shares to be issued. If the price is very high, the investors will apply
for fewer numbers of shares. On the other hand, if the issue is underpriced, the investors will
apply for a greater number of shares. This will lead to huge over subscription.

The main steps involved in issue of shares under fixed price offer method are as follows:
1. Selection of merchant banker
2. Issue of a prospectus
3. Application for shares
4. Allotment of shares to applicants
5. Issue of Share Certificate

Book-building Method: It was introduced based on recommendations of the committee

constituted under the chairmanship of Y.H. Male gam in October 1995. Under this method, the
company does not price the securities in advance. Instead, it offers the investors an opportunity
to bid collectively. It then uses the bids to arrive at a consensus price. All the applications
received are arranged and a final offer price (known as cut off price) is arrived at. Usually the
cut off price is the weighted average price at which most investors are willing to buy the
securities.

In short, book building means selling securities to investors at an acceptable price with
the help of intermediaries called Book-runners. It involves sale of securities to the public and
institutional bidders based on predetermined price range or price band. The price band cannot
exceed 20% of the floor price. The floor price is the minimum price at which bids can be made
by the investors. It is fixed by the merchant banker in consultation with the issuing company.
Thus, book building refers to the process under which pricing of the issue is left to the investors.
Today most IPOs in India use book-building method. As per SEBI’s guidelines 1997, the book
building process may be applied to 100 per cent of the issue, if the issue size is 100 crores or
more.

b. 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.

Anusha L V, ASSISTANT PROFESSOR, M.COM, KSET

c. 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.
d. 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, a right 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.
According to Section 81 (1) of the Companies Act, when the company wants to increase
the subscribed capital by issue of further shares, such shares must be issued first to existing
shareholders in proportion of their existing shareholding. The existing shareholders may accept
or reject the right. Shareholders who do not wish to take up the right shares can sell their rights
to
another person. If the shareholders neither subscribe the shares nor transfer their rights, then
the company can offer the shares to public.
A company making right issue is required to send a circular to all existing shareholders.
The circular should provide information on how additional funds would be used and their effect
on the earning capacity of the company. The company should normally give a time limit of at
least one month to two months to shareholders to exercise their rights before it is offered to the
public. No new company can make right issue.
Promoters offer right issue at attractive price often at a discount to the market price due
to a variety of reasons. The reasons are: (a) they want to get their issues fully subscribed to, (b)
to reward their shareholders, (c) it is possible that the market price does not reflect a share’s
true worth or that it is overpriced, (d) to increase their stake in the companies to avoid
preferential allotment.

e. Other Methods of Issuing Securities: Apart from the above methods, there are some other
methods of issuing securities. They are:
1. 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.
2. 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.
3. Offer to the employees: Now a day’s companies issue shares on a preferential basis to their
employees (including whole time directors). This attracts, retains and motivates the employees

Anusha L V, ASSISTANT PROFESSOR, M.COM, KSET

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 schemes: (a) Employee
stock option scheme and (b) employee stock purchase scheme.
4. Offer to the creditors: At the time of reorganization of capital, creditors may be issued
shares in full settlement of their loans.
5. Offer to the customers: Public utility undertakings offer shares to their customers.

Procedure of Public Issue: Under public issue, the new shares/debentures may be offered
either
directly to the public through a prospectus (offer document) or indirectly through an offer for
sale involving financial intermediaries or issue houses. The main steps involved in public issue
are as follows:
1. Draft prospectus: A draft prospectus must be prepared giving all required information. Any
company or a listed company making a public issue or a right issue of value more than Rs. 50
lakhs must file a draft offer document with SEBI for its observation. The company can proceed
further after getting observations from the SEBI. The company can open its issue within 3
months from the date of SEBI’s observation letter.
2. Fulfilment of Entry Norms: The SEBI has laid down certain entry norms (parameters) for
accessing the primary market. A company can enter into the primary market only if a company
fulfils these entry norms.
3. Appointment of underwriters: Sometimes underwriters are appointed to ensure full
subscription.
4. Appointment of bankers: Generally, the company shall nominate its own banker to act as
collecting agent. The bankers along with their branch network process the funds procured
during the public issue.
5. Initiating allotment procedure: When the issue is subscribed to the minimum level, the
registrars initiate the allotment procedure.
6. Appointment of brokers to the issue: Recognized members of the stock exchange are
appointed as brokers to the issue.
7. Filing of documents: Documents such as draft prospectus, along with the copies of the
agreements entered into with the lead manager, underwriters, bankers, Registrars, and brokers
to the issue must be filed with the Registrar of Companies.
8. Printing of prospectus and application forms: After filing the above documents, the
prospectus and application forms are printed and dispatched to all merchant bankers,
underwriters and brokers to the issue.
9. Listing the issue: It is very essential to send a letter to the stock exchange concerned where
the issue is proposed to be listed.
10. Publication in newspapers: The next step is to publish an abridged version of the
prospectus and the commencing and closing dates of issues in major English dailies and
vernacular newspapers.
11. Allotment of shares: After close of the issue, all application forms are scrutinized tabulated
and then the shares are allotted against those applications received.

Problems faced by Investors in Indian Capital Market

The investors in the capital market face а number of problems. Some of these problems are
discussed below:

1. Inadequate Disclosure

Anusha L V, ASSISTANT PROFESSOR, M.COM, KSET

Availability of complete and correct information is required for developing an investor
protection system. But the disclosures required under the Securities Contracts (Regulation)
Act, 1956, leave а lot of loopholes regarding the disclosures to be made in the prospectus.
Therefore, some companies give false or misleading statements in their prospectus to attract
and cheat innocent investors.

2. Insider Trading
Insider trading means sale or purchase of securities by persons who possess price sensitive
information about the company because of their fiduciary capacity. For instance, information
about the declaration of high rate of dividend, issue of bonus shares, rights share etc.,
information relating to financial results of the company, amalgamations, mergers and
takeovers, disposal of the undertaking and such other information.

3. Price Manipulation
It is а common practice that prices of shares of companies proposing to соmе out with а public
issue or right issue are artificially pushed up in the market. This is usually done by way of
giving large employment advertisements in the newspapers just before the public or right issue.
So that some form of respectability may be created and thereby the market price of shares of
that company may be pushed up.

4. Over Subscription of Shares

Usually when the companies make public issues, they are oversubscribed many times. А large
number of investors lose interest in the money locked with the company.

5. Lack of Transparency
Lack of transparency is another shortcoming of the stock market. The investor does not know
the actual rate of the transaction. The investor should be informed about the rate and brokerage
by noting them on the contract.
6. Investor’s Grievance
Thousands of complaints are received from the investors against companies and brokers. The
complaints include non-receipt of refund orders, letters of allotment, dividends, brokerage,
underwriting commission etc.

7. Takeovers and Mergers

In а closely held company, the shareholders are adequately protected against takeover as the
number of shareholders is few and the shareholders’ agreements impose restrictions on transfer.
But in the case of а publicly listed company such protection is not included in the agreement
to protect the minority shareholders.

8. Problems related to Settlement Mechanism

The settlement mechanism calls for physical movement of share certificates to record
ownership changes in the company’s books. Some serious risks such as bad deliveries, delays
in transfer and registration, mutilation, loss, forgery and theft of certificates have been attached

Anusha L V, ASSISTANT PROFESSOR, M.COM, KSET

to the settlement mechanism. These problems were repeatedly raised in several investor
forums.
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.
Secondary market is a market for old issues. It deals with the buying and selling existing
securities i.e. securities already issued. In other words, securities
already issued in the primary market are traded in the secondary market. Secondary market is
also known as stock market. The secondary market operates through ‘stock exchanges.
In the secondary market, the existing owner sells securities to another party. The
secondary markets support the primary markets. The secondary market provides liquidity to
the individuals who acquired these securities. The primary market gets benefits greatly from
the liquidity provided by the secondary market. This is because investors would hesitate to buy
the securities in the primary market if they thought they could not sell them in the secondary
market
later. In India, stock market consists of recognized stock exchanges. In the stock exchanges,
securities issued by the central and state governments, public bodies, and joint stock companies
are traded.

Stock Exchange: In India the first organized stock exchange was Bombay Stock Exchange. It
was started in 1877. Later, the Ahmadabad Stock Exchange and Calcutta Stock Exchange were
started in 1894 and 1908 respectively. At present there are 24 stock exchanges in India. In
Europe, stock exchanges are often called bourses.
Meaning and Definition of Stock Exchange: It is an organized market for the purchase and
sale of securities of joint stock companies, government and semi- govt. bodies. It is the center
where shares, debentures and govt. securities are bought and sold.
According to Pyle, “Security exchanges are market places where securities that have
been listed thereon may be bought and sold for either investment or speculation”.
The Securities Contract (Regulation) Act 1956, defines a stock exchange as “an
association, 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”.
According to Hartley Withers, “a stock exchange is something like a vast warehouse
where securities are taken away from the shelves and sold across the countries at a price fixed
in a catalogue which is called the official list”. In short, stock exchange is a place or market
where the listed securities are bought and sold.
Characteristics of a Stock Exchange
➢ It is an organized capital market.
➢ It may be incorporated or non-incorporated body (association or body of individuals).
➢ It is an open market for the purchase and sale of securities.
➢ Only listed securities can be dealt on a stock exchange.
➢ It works under established rules and regulations.
➢ The securities are bought and sold either for investment or for speculative
➢ purpose.

FUNCTIONS OF STOCK EXCHANGE: The stock exchange performs the following

essential economic functions:

Anusha L V, ASSISTANT PROFESSOR, M.COM, KSET

1. Ensures liquidity to capital: The stock exchange provides a place where shares and stocks
are converted into cash. People with surplus cash can invest in securities (by buying securities)
and people with deficit cash can sell their securities to convert them into cash.
2. Continuous market for securities: It provides a continuous and ready market for buying and
selling securities. It provides a ready market for those who wish to buy and sell securities.
3. Mobilization of savings: It helps in mobilizing savings and surplus funds of individuals,
firms and other institutions. It directs the flow of capital in the most profitable channel.
4. Capital formation: The stock exchange publishes the correct prices of various securities.
Thus, the people will invest in those securities which yield higher returns. It promotes the habit
of saving and investment among the public. In this way the stock exchange facilitates the capital
formation in the country.
5. Evaluation of securities: The prices at which transactions take place are recorded and made
public in the forms of market quotations. From the price quotations, the investors can evaluate
the worth of their holdings.
6. Economic developments: It promotes industrial growth and economic development of the
country by encouraging industrial investments. New and existing concerns raise their capital
through stock exchanges.
7. Safeguards for investors: Investors’ interests are very much protected by the stock exchange.
The brokers must transact their business strictly according to the rules prescribed by the stock
exchange. Hence, they cannot overcharge the investors.
8. Barometer of economic conditions: Stock exchange reflects the changes taking place in the
country’s economy. Just as the weather clock tells us which way the wind is blowing, in the
same way stock exchange serves as an indicator of the phases in business cycle-boom,
depression, recessions and recovery.
9. Platform for public debt: The govt. must raise huge funds for the development activities.
Stock exchange acts as markets of govt. securities. Thus, stock exchange provides a platform
for raising public debt.
10. Helps to banks: Stock exchange helps the banks to maintain liquidity by increasing the
volume of easily marketable securities.
11. Pricing of securities: New issues of outstanding securities in the primary market are based
on the prices in the stock exchange. Thus, it helps in pricing of securities. Thus, stock exchange
is of great importance to a country. It provides necessary mobility to capital. It directs the flow
of capital into profitable and successful enterprises. It is indispensable for the proper
functioning of corporate enterprises. Without stock exchange, even govt. would find it difficult
to borrow
for its various schemes. It helps the traders, investors, industrialists and the banker. Hence, it
is described as the business of business.
BENEFITS OF STOCK EXCHANGE:
A. Benefits to Investors
➢ The stock exchange plays the role of a friend, philosopher and guide to investors by
providing information about the prices of various securities.
➢ It offers a ready market for buying and selling securities.
➢ It increases the liquidity of the investors.
➢ It safeguards the interests of investors through strict rules and regulations.
➢ It enables the investors to know the present worth of their securities.
➢ It helps investors in making wise investment decisions by providing useful information
about the financial position of the companies.
➢ The holder of a listed security can easily raise loan by pledging it as a collateral security.
B. Benefits to Companies

Anusha L V, ASSISTANT PROFESSOR, M.COM, KSET

 ➢ A company enjoys greater reputation and credit in the market. Image of the company
goes up.
➢ A company can raise large amount of capital from different types of securities.
➢ It enjoys market for its shares.
➢ The market price for shares and debentures will be higher. Due to this the bargaining
power of the company increases in the events of merger or amalgamation.
C. Benefits to Community and Nation
➢ Stock exchange encourages people to sell and invest their savings in shares and
debentures.
➢ Through capital formation, stock exchange enables companies to undertake expansion
and modernization. Stock exchange is an ‘Alibaba Cave’ from which business
community draw unlimited money.
➢ It helps the government in raising funds through sale of government securities. This
enables the government to undertake projects of national importance and social value.
➢ It diverts the savings towards productive channels.
➢ It helps in better utilization of the country’s financial resources.
➢ It is an effective indicator of general economic conditions of a country.
BSE full form stands for Bombay Stock Exchange. It is the oldest stock exchange in India as
well as Asia. Bombay Stock Exchange was established by Premchand Roychand in 1875 and
is currently headed by Shri Sundararaman Ramamurthy (Managing Director & CEO).

The Bombay Stock Exchange is one of the largest securities markets. It is located on Dalal
Street, Mumbai and lists over 6000 companies.

BSE has contributed significantly to developing and shaping India's capital markets. Through
BSE, investors get the opportunity to trade in equities, mutual funds, debt instruments, etc.

It also offers capital market trading services that include investor education, risk management,
clearing, settlement, and many more.

Financial transactions in BSE are done online through an electronic trading system. Market
orders can be directly placed in BSE online without the requirement of external specialists
through direct market access. Due to the absence of such limit orders, the focus is shifted from
buyers/sellers to the total value of transactions in a day.

Trading in the BSE share market must be done through a brokerage agency against a stipulated
charge. However, direct investment access is given to certain preferential investors making
large transactions in the BSE stock market. BOLT- Bombay Online trading platform is used
by this stock exchange for efficient trading.

Transactions made in BSE online are done through a T+2 rolling settlement, wherein all
transactions are processed within two days. Securities and Exchange Board of India (SEBI) is
responsible for the regulation of this stock exchange, continuously updating rules for its smooth
operation.

BSE has an interesting backstory to it. In the 19th century, some traders, with businessman
Premchand Roychand, would gather under a Banyan tree in current Dalal Street. Popularly

Anusha L V, ASSISTANT PROFESSOR, M.COM, KSET

known as the Native Share and Stockbrokers Association, this gathering would engage in
purchasing and selling stocks. This association later evolved into the BSE.

Earlier, the BSE worked on a floor trading system in which a licensed broker stands in the ring
and calls out the rising price. The investors, who were outside the BSE, would only find out
about the stock prices in the newspapers. That is why the NSE, or the National Stock Exchange,
went digital, and the prices became public to all investors. Consequently, the NSE became the
favorite spot for investing.

Seeing the shift to digital, the board of BSE decided to change their system as well. In 1995,
BSE received technological aid from CMC Ltd and went digital. Today, the BSE trading area
is called BSE online trading.

National Stock Exchange

The National Stock Exchange of India Limited is the country’s leading financial exchange,
with headquarters in Mumbai. It was incorporated in 1992 and, since then, has evolved into an
advanced, automated, electronic system offering trading facilities to investors across the
country.

In 2021, this exchange system ranked fourth in the world according to the metric of its trading
volume.

NSE established in 1994, began its operations at the behest of the Indian government to bring
transparency to the country’s capital market. Set up by an assembly of leading financial
institutions and at the recommendations formulated by Pherwani Committee, this stock
exchange comprised diverse shareholding assets from both global and domestic investors.

It was also the first stock exchange in the country to introduce electronic trading facilities, thus
facilitating the integration of investors throughout the country into a single base.

As of April 11, 2023, the total market capitalization of NSE is approximately USD 3.26 trillion,
putting it in 9th place on the list of the largest stock exchanges in the world.

However, unlike the USA, where trading from the corporate sector accounts for about 70% of
the country’s GDP, this sector in India accounts for only 12-14% of its total GDP. Out of this
entire corporate sector, around 7800 companies are listed, with about 4000 among those trading
at Indian stock exchanges. Thus, stock exchange trading accounts for a meagre of 4% of the
country’s GDP.

Functions of NSE

The NSE was established with the specific objective of performing the following functions:

• Creating a nationwide trading establishment for equities, debt, and hybrid instruments.

Anusha L V, ASSISTANT PROFESSOR, M.COM, KSET

 • Providing equitable access to investors across the country via a good communication
network.
• Using electronic trading systems provides investors with a fair, efficient, and
transparent securities market.

Enabling faster settlement cycles, book entry settlements systems, and fulfilling the latest
international norms of securities markets.

The Over-The-Counter Exchange of India (OTCEI) is an electronic stock exchange based

in India that consists of small- and medium-sized firms aiming to gain access to overseas capital
markets, including electronic exchanges in the U.S. such as the NASDAQ. There is no central
place of exchange, and all trading occurs through electronic networks.

The OTCEI is based in Mumbai, India, and operates solely over a computer network. The
exchange is recognized by India's Securities Contract Regulation Act, meaning all listed stocks
on the OTCEI benefit equally as other listed securities on other exchanges in India.

The exchange was established in 1990 to provide investors and companies with an additional
way to trade and issue securities. It arose primarily from small companies in India finding it
difficult to raise capital through mainstream national stock exchanges because they could not
fulfill the stringent requirements to be listed on them.

The OTCEI has rules that are not as rigid as the national exchanges, allowing small companies
to gain access to the capital they need to grow. The objective is that once they grow to a certain
level and can meet the requirements to be listed on the national stock exchanges, they will
make the switch over and leave the OTCEI behind.

Features of the Over-The-Counter Exchange of India (OTCEI)

The OTCEI has some special features that make it a unique exchange in India as well as a
growth catalyst for small- to medium-sized companies. The following are some of its unique
features:

• Stock Restrictions: Stocks that are listed on other exchanges will not be listed on the
OTCEI and, conversely, stocks listed on the OTCEI will not be listed on other
exchanges.
• Minimum Capital Requirements: The requirement for the minimum issued equity
capital is 30 lakh rupees, which is approximately $40,000.
• Large Company Restrictions: Companies with issued equity capital of more than 25
crore rupees ($3.3 million) are not allowed to be listed.
• Member Base Capital Requirement: Members must maintain a base capital of 4 lakh
rupees ($5,277) to continue to be listed on the exchange.

Listing of securities
A listed security is a financial instrument that is traded through an exchange, such as the NYSE
or Nasdaq. When a private company decides to go public and issue shares, it will need to choose

Anusha L V, ASSISTANT PROFESSOR, M.COM, KSET

an exchange on which to be listed. To do so, it must be able to meet that exchange's listing
requirements and pay both the exchange's entry and yearly listing fees. Listing requirements
vary by exchange and include minimum stockholder's equity, a minimum share price, and a
minimum number of shareholders. Exchanges have listing requirements to ensure that only
high-quality securities are traded on them and to uphold the exchange's reputation among
investors.

OBJECTIVES AND LISTING OF SECURITIES: A stock exchange does not deal in the
securities of all companies. Only those securities that are listed are dealt with the stock
exchange. For listing of securities, a company must apply to the stock exchange. The stock
exchange will decide whether to list the securities of the company or not. If permission is
granted by the stock exchange to deal with the securities therein, then such a company is
included in the official trade list of the stock exchange. This is technically known as listing of
securities.
Thus, listing of securities means permission to quote shares and debentures officially
on the trading floor of the stock exchange. Listing of securities refers to the sanction of the
right to trade the securities on the stock exchange. In short, listing means admission of
securities to be traded on the stock exchange. If the securities are not listed, they are not allowed
to be traded on the stock exchange.
Objectives of Listing: The main objectives of listing are:
➢ To ensure proper supervision and control of dealings in securities.
➢ To protect the interests of shareholders and the investors.
➢ To avoid concentration of economic power.
➢ To assure marketing facilities for the securities.
➢ To ensure liquidity of securities.
➢ To regulate dealings in securities.
Advantages of Listing
A. Advantages to Company: -
➢ It provides continuous market for securities (securities include shares,
➢ debentures, bonds etc.)
➢ It enhances liquidity of securities.
➢ It enhances prestige of the company.
➢ It ensures wide publicity.
➢ Raising of capital becomes easy.
➢ It gives some tax advantage to the company.
B. Advantages to Investors: -
➢ It provides safety of dealings.
➢ It facilitates quick disposal of securities in times of need. This means that listing
enhances the liquidity of securities.
➢ It gives some tax advantage to the security holder.
➢ Listed securities command higher collateral value for bank loans.
➢ It provides an indirect check against manipulation by the management.
Disadvantages of Listing
➢ It leads to speculation
➢ Sometimes listed securities are subjected to wide fluctuations in their value. This may
degrade the company’s reputation.
➢ It discloses vital information such as dividends and bonus declared etc. to competitors.
➢ Company must spend heavily in the process of placing the securities with public.

Anusha L V, ASSISTANT PROFESSOR, M.COM, KSET

CLASSIFICATION OF LISTED SECURITIES: The listed shares are generally divided
into two categories - Group A shares (cleared securities) and Group B shares (non-cleared
securities). Group A shares
represent large and well-established companies having a broad investor base. These shares are
actively traded. Forward trading is allowed in Group A shares. These facilities are not available
to Group B shares. These are not actively traded. Carry forward facility is not available in case
of these securities.
Requirements of Listing (Procedure of Listing): Any company intending to get its securities
listed at an exchange must fulfil certain requirements. The application for listing is to be made
in the prescribed form. It should be supported by the following documents:
a) Memorandum and Articles.
b) Copies of all prospectuses or statements in lieu of prospectuses.
c) Copies of balance sheets, audited accounts, agreements with promoters, underwriters,
brokers etc.
d) Letters of consent from SEBI.
e) Details of shares and debentures issued, and shares forfeited.
f) Details of bonus issues and dividends declared.
g) History of the company in brief.
h) Agreement with managing director etc.
i) An undertaking regarding compliance with the provisions of the Companies Act and
Securities Contracts (Regulation) Act as well as rules made therein.
After the application is made to the stock exchange the listing committee of the stock
exchange will go into the details of the application. It must ensure that the company fulfils the
conditions or criteria necessary for listing.

PROCEDURE FOR DEALING AT STOCK EXCHANGE (TRADING MECHANISM

OR METHOD OF TRADING ON A STOCK EXCHANGE)
Outsiders are not allowed to buy or sell securities at a stock exchange. They must
approach brokers. Dealings can be done only through brokers. They are the members of the
stock exchange. The following procedure is followed for dealing at exchanges:
1. Selection of a broker: An individual cannot buy or sell securities directly at stock exchange.
He can do so only through a broker. So, he must select a broker through whom the purchase or
sale is to be made. The intending investor or seller may appoint his bank for this purpose. The
bank may help to choose the broker.
2. Placing an order: After selecting the broker, the next step is to place an order for purchase
or sale of securities. The broker also guides the client about the type of securities to be
purchased and the proper time for it. If a client is to sell the securities, then the broker shall tell
him about the favorable time for sale.
3. Making the contract: The trading floor of the stock exchange is divided into different parts
known as trading posts. Different posts deal in different types of securities. The authorized
clerk of the broker goes to the concerned post and expresses his intention to buy and sell the
securities. A deal is struck when the other party also agrees. The bargain is noted by both the
parties in their note books. As soon as order is executed a confirmation memo is prepared and
is given to the client.
4. Contract Note: After issue of confirmation memo, a contract note is signed between the
broker and the client. This contract note will state the transaction fees (commission of broker),
number of shares bought or sold, price at which they are bought or sold, etc.
5. Settlement: Settlement involves making payment to sellers of shares and delivery of share
certificate to the buyer of shares after receiving the price. The settlement procedure depends

Anusha L V, ASSISTANT PROFESSOR, M.COM, KSET

upon the nature of the transactions. All the transactions on the stock exchange may be classified
into two- ready delivery contracts and forward delivery contracts.
a. Ready delivery contract: A ready delivery contract involves the actual payment of the
amount by the buyer in cash and the delivery of securities by the seller. A ready delivery
contract is to be settled on the same day or within the time fixed by the stock exchange
authorities.
b. Forward delivery contracts: These contracts are entered without any intention of taking
and giving delivery of the securities. The traders in forward delivery securities are interested
in profits out of price variations in the future. Such transactions are settled on the settlement
days fixed by the stock exchange authorities. Such contracts can be postponed to the next
settlement day, if both the parties agree between themselves. Such postponement is called
‘Carry over’
or ‘bald’. Thus ‘carry over’ or ‘bald’ means the postponement of transaction from one
settlement period to the next settlement period.
Rolling Settlement: Rolling settlement has been introduced in the place of account period
settlement. Rolling settlement system was introduced by SEBI in January 1998. Under this
system of settlement, the trades executed on a certain day are settled based on the net
obligations for that day. At present, the trades relating to the rolling settlement are settled on T
+ 2day basis where T stands for the trade day.
It implies that the trades executed on the first day (say on Monday) must be settled on
the 3rd day (on Wednesday), i.e., after a gap of 2 days. This cycle would be rolling and hence
there would be number of set of transactions for delivery every day. As each day’s transaction
are settled in full, rolling settlement helps in increasing the liquidity in the market. With effect
from January 2, 2002, all scrips have been brought under compulsory rolling mode.
Members in a Stock Exchange: Only members of the exchange can do business of buying
and selling of securities at the floor of the stock exchange. A non-member (client) can
buy and sell securities only through a broker who is a member of the stock exchange. To deal
in securities on recognized stock exchanges, the broker should register his name as a broker
with the SEBI.
Brokers are the main players in the secondary market. They may act in different
capacities as a principal, as an agent, as a speculator and so on.

Types of Members in a Stock Exchange: The various types of members of a stock exchange
are as follows: -
1. Jobbers: - They are dealers in securities in a stock exchange. They cannot deal on behalf of
public. They purchase and sell securities on their own names. Their main job is to earn profit
due to price variations.
2. Commission brokers: - They are nothing but brokers. They buy and sell securities no behalf
of their clients for a commission. They are permitted to deal with non-members directly. They
do not purchase or sell in their own name.
3. Tarawaniwalas: - They are like jobbers. They handle transactions on a commission basis
for their brokers. They buy and sell securities on their own account and may act as brokers on
behalf of the public.
4. Sub-brokers: - Sub brokers are agents of stock brokers. They are employed by brokers to
obtain business. They cannot carry on business in their own name.
5. Arbitrageurs: - They are brokers. They buy security in one market and sell the same in
another market to get opportunistic profit.
6. Authorized clerks: - Authorized clerks are those who are appointed by stock brokers to
assist them in the business of securities trading.

Anusha L V, ASSISTANT PROFESSOR, M.COM, KSET

Speculation: Speculation is an attempt to make capital gain from the price movement of the
scrips in the security market over a short span of time. Those who engaged in such type of
transactions are called speculators. They buy and sell securities frequently and are not
interested in keeping them for long term. Speculation involves high risks. If the expectation of
speculators comes true he can make profit but if it goes wrong the loss could be detrimental.

Type of Speculators: The following on the different kinds of speculators:

1. Bull: A bull or Tejiwala is a speculator who buys shares in expectation of selling them at
higher prices in future. He believes that current prices are lower and will rise in the future.
2. Bear: A bear or Mandiwala is a speculator who sells securities with the intention to buy later
at a lower price. He expects a fall in price in future.
3. Lame duck: A lame duck is a bear speculator. He finds it difficult to meet his commitments
and struggles like a lame duck. This happens because of the non-availability of securities in the
market which he has agreed to sell and at the same time the other party is not willing to postpone
the transaction.
4. Stag: Stag is a member who neither buys nor sells securities. He applies for shares in the
new issue market. He expects that the price of shares will soon increase, and the shares can be
sold for a premium.
5. Wolf: Wolf is a broker who is fast speculator. He is very quick to perceive changes in the
market trends and trade fast and make fast profit.

Speculative Transactions: Some of the speculative dealings are as follows:

1. Option deals: This is an arrangement or right to buy or sell securities at a predetermined
price on or before a specified date in future.
2. Wash sales: It is a device through which a speculator can reap huge profits by creating a
misleading picture in the market. It is a kind of fictitious transaction in which a speculator sells
a security and then buys the same at a higher price through another broker. Thus, he creates a
false or misleading opinion in the market about the price of a security.
3. Rigging: If refers to the process of creating an artificial condition in the market whereby the
market value of a security is pushed upon. Bulls buy securities, create demand for the same
and sell them at increased prices.
4. Arbitrage: It is the process of buying a security, from a market where price is lower and
selling at in another market where price is higher.
5. Cornering: Sometimes speculators make entire or a major share of supply of a security with
a view to create a scarcity against the existing contracts. This is called cornering.
6. Blank transfer: When the transferor (seller) simply signs the transfer form without
specifying the name of the transferee (buyer), it is called blank transfer. In this case share can
further be transferred by mere delivery of transfer deed together with the share certificate. A
new transfer deed is not required at the time of each transfer. Hence, expenses such as
registration fees, stamp duty, etc. can be saved.
7. Margin trading: Under this method, the client opens an account with his broker. The client
makes a deposit of cash or securities in this account. He also agrees to maintain a minimum
margin of amount always in his account. When a broker purchases security on behalf of his
client, his account (client’s account) will be debited and vice versa. The debit balance, if any,
is automatically secured by the client’s securities lying with the broker. In case it falls short of
the
minimum agreed amount, the client must deposit further amount into his account or he must
deposit further securities. If the prices are favorable, the client may instruct his broker to sell
the securities. When such securities are sold, his account will be credited. The client may have
a bigger margin now for further purchases.

Anusha L V, ASSISTANT PROFESSOR, M.COM, KSET

Factors Influencing Prices on Stock Exchange
The prices on stock exchange depend upon the following factors:
➢ Financial position of the company
➢ Demand and supply position
➢ Lending rates
➢ Attitudes of the FIIs and the developments in the global financial markets.
➢ Govt. Policies (credit policies, monetary policies, taxation policies etc.)
➢ Trade cycle
➢ Speculation activities

DIFFERENCES BETWEEN PRIMARY AND SECONDARY MARKET

Primary Market
1. It is a market for new securities.
2. It is directly promoting capital formation.
3. Investors can only buy securities. They cannot sell them.
4. There is no fixed geographical location.
5. Securities need not be listed.
6. It enables the borrowers to raise capital.
Secondary Market
1. It is a market for existing or second-hand securities
2. It is directly promoting capital formation.
3. Both buying and selling of securities takes place
4. There is a fixed geographical location (stock exchanges)
5. Only listed securities can be bought and sold
6. It enables the investors to invest money in securities and sell and encase as they need money

DEFECTS OF STOCK EXCHANGES (OR CAPITAL MARKET) IN INDIA: The Indian

stock market is suffering from several weaknesses. Important weaknesses are as follows:
1. Speculative activities: Most of the transactions in stock exchange are carry forward
transactions with a speculative motive of deriving benefit from short term price fluctuation.
Genuine transactions are only less. Hence market is not subject to free interplay of demand and
supply for securities.
2. Insider trading: Insider trading has been a routine practice in India. Insiders are those who
have access to unpublished price-sensitive information. By their position in the company they
use such information for their own benefits.
3. Poor liquidity: The Indian stock exchanges suffer from poor liquidity. Though there are
approximately 8000 listed companies in India, the securities of only a few companies are
actively traded. Only those securities are liquid. This means other stocks have very low
liquidity.
4. Less floating securities: There is scarcity of floating securities in the Indian stock
exchanges. Out of the total stocks, only a small portion is being offered for sale. The financial
institutions and joint stock companies control over 75% of the scrips. However, they do not
offer their holdings for sale. The UTI, GIC, LIC etc. indulge more in purchasing than in selling.
This creates scarcity of stocks for trading. Hence, the market becomes highly volatile. It is
subject to easy price manipulations.
5. Lack of transparency: Many brokers are violating the regulations with a view to cheating
the innocent investing community. No information is available to investors regarding the
volume of transactions carried out at the highest and lowest prices. In short, there is no
transparency in dealings in stock exchanges.

Anusha L V, ASSISTANT PROFESSOR, M.COM, KSET

6. High volatility: The Indian stock market is subject to high volatility in recent years. The
stock prices fluctuate from hour to hour. High volatility is not conducive for the smooth
functioning of the stock market.
7. Dominance of financial institutions: The Indian stock market is being dominated by few
financial institutions like UTI, LIC, GIC etc. This means these few institutions can influence
stock market greatly. This reduces the level of competition in the stock market. This is not a
healthy trend for the growth of any stock market.
8. Competition of merchant bankers: The increasing number of merchant bankers in the
stock market has led to unhealthy competition in the stock market. The merchant bankers help
the unscrupulous promoters to raise funds for non-existent projects. Investors are the ultimate
sufferers.
9. Lack of professionalism: Some of the brokers are highly competent and professional. At
the same time, majority of the brokers are not so professional. They lack proper education,
business skills, infrastructure facilities etc. Hence, they are not able to provide proper service
to their clients.
Problems of Indian Stock Market
Government Policies:
Economy and business are largely affected by Government policies. The Government must
implement new policies regarding the economic condition of the country. Any new change in
policy can be profitable for the economy or tighten the grip around. This creates a possibility
of the stock market being affected due to any change or introduction of the new policy by the
Government. For instance, the increase in corporate taxes impacts the industry severely as their
profits will take a hit and at the same time the stock price will fall.

Monetary Policy of RBI and Regulatory Policies of SEBI:

Reserve Bank of India (RBI) is the apex body which regulates the monetary policy in India.
RBI keeps on reviewing its monitory policy. Any increase or decrease in Repo and Reverse
Repo rates impacts the stock prices. If RBI raises the key rates it reduces the liquidity in the
banks. This makes borrowing costlier for them and in turn, they increase the lending rates.
Ultimately, this makes borrowing highly expensive for the business community and may find
it difficult to service their debt obligations.
Investors see it as a barrier in the expansion of business activities and start selling the shares of
the company which reduces its stock price. A reverse of this happens when RBI follows a
dovish monetary policy. Banks reduces the lending rates which leads to credit expansion.
Investors consider it as a positive step and stock price starts improving.
Similarly, any changes in trading and investment policies done by the Securities Exchange
Board of India (SEBI) who keeps an eye on the entire stock market activities impacts the
performance of the shares of the listed companies on the stock exchanges (NSE, BSE). Nifty50
and Sensex are two major benchmark indices in India.

Exchange Rates:
The exchange rates of Indian Rupee keep fluctuating vis-à-vis other currencies. When the rupee
hardens in respect to other currencies it causes Indian goods to become expensive in foreign
markets, Companies that are highly affected are the ones involved in overseas operations.
Companies dependent on exports experience a drop-in demand for their goods abroad. Thus,
revenue from exports decline and stock prices of such companies in the home country fall.
On the other hand, softening of rupee vis-à-vis other currencies results in opposite effect, in
this, the stock price of exporters rises whereas, that of importer drops.

Interest Rate and Inflation:

Anusha L V, ASSISTANT PROFESSOR, M.COM, KSET

Whenever the interest rates go up, banks raise the lending rates which increases the cost for
corporates and individuals alike. The rising cost will tend to create an impact on the profit
levels of the business affecting the stock prices of the company.
Inflation is a surge in the pricing of goods and services over a period. High inflation discourages
investment and long-term economic growth. The listed companies in the stock market may
postpone their investment and halt production, leading to negative economic growth. The fall
in the value of money could also lead to a fall in the value of savings. The stocks of luxurious
companies also tend to suffer as nobody will want to invest in them. This not only adversely
affects one's purchasing power but also the investing power.

Foreign Institutional Investors (FIIs) and Domestic Institutional Investors (DIIs):

FIIs and DIIs activities highly impact the stock market. As they have a prominent role in the
stocks of the company, their entry or exit will create a huge impact on the equity market and
will influence the stock prices.

Politics:
Factors like election, budget, government intervention, stability, and other factors have a huge
impact on the economy and the financial markets. The political events and budget
announcements create tremendous levels of volatility in the market influencing the stock
market deeply.

Natural Disasters:
Natural disasters hamper the lives and the market equally. It impacts the company’s
performance and the capacity of people to spend the money. This will lead to lower levels of
consumption, lower sales and revenues ultimately hitting the company’s stock performance.

Economic Numbers:
Various economic indicators affect the overall economy, ultimately creating an impact on the
financial market. The movement of oil prices and GDP have a huge impact on the stock market.
A country that is dependent on imported oil, any price change is likely to impact the economy.
The movement of oil prices is one of the key determinants of the stock market. As and when
the prices rise, the expenses will increase and will lower the buyers’ ability to invest in the
market.
Similarly, Gross Domestic Product (GDP) looks at the aspect of total economic production of
the country and its overall economic health. It helps to showcase the economic developments
and the future direction of the market. A healthy GDP status will create a positive impact on
financial markets and investment.

Gold Prices and Bonds:

There is no established theory that expresses the relationship between stock price and gold &
Bonds. Usually, stocks are considered a risky investment whereas gold & bonds are considered
as a safe investment haven. So, at the time of any major crisis in the economy, investor prefers
to invest in safe instruments. As a result, gold and bond prices increase while the stock price
tumbles

Anusha L V, ASSISTANT PROFESSOR, M.COM, KSET

SEBI:
SEBI stands for Securities and Exchange Board of India. It is a statutory regulatory body that
was established by the Government of India in 1992 for protecting the interests of investors
investing in securities along with regulating the securities market. SEBI also regulates how the
stock market and mutual funds function.
Objectives of SEBI
Following are some of the objectives of the SEBI:
1. Investor Protection: This is one of the most important objectives of setting up SEBI. It
involves protecting the interests of investors by providing guidance and ensuring that the
investment done is safe.
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.
4. To maintain a balance between statutory regulations and self-regulation.
Functions of SEBI
SEBI has the following functions
1. Protective Function
2. Regulatory Function
3. Development Function
Protective Function: The protective function implies the role that SEBI plays in protecting
the investor interest and 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 to prevent such malpractices.
c. Promoting fair practices: SEBI promotes fair trade practice and works towards prohibiting
fraudulent activities related to trading of securities.
d. Financial education provider: SEBI educates the investors by conducting online and offline
sessions that provide information related to market insights and on money management.
Regulatory Function: Regulatory functions involve establishment of rules and regulations for
the financial intermediaries along with corporates that helps in efficient management of the
market.
The following are some of the regulatory functions.
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.
b. Regulating the process of taking over of a company.
c. Conducting inquiries and audit of stock exchanges.
d. Regulates the working of stock brokers, merchant brokers.

Anusha L V, ASSISTANT PROFESSOR, M.COM, KSET

Developmental Function: Developmental function refers to the steps taken by SEBI to
provide the investors with a knowledge of the trading and market function. The following
activities are included as part of developmental function.
1. Training of intermediaries who are a part of the security market.
2. Introduction of trading through electronic means or through the internet by the help of
registered stock brokers.
3. By making the underwriting an optional system to reduce cost of issue.
Purpose of SEBI
The purpose for which SEBI was setup was to provide an environment that paves the way for
mobilsation and allocation of resources. It provides practices, framework and infrastructure to
meet the growing demand.
It meets the needs of the following groups:
1. Issuer: For issuers, SEBI provides a marketplace that can utilized for raising funds.
2. Investors: It provides protection and supply of accurate information that is maintained on a
regular basis.
3. Intermediaries: It provides a competitive market for the intermediaries by arranging for
proper infrastructure.
Structure of SEBI
SEBI board comprises nine members. The Board consists of the following members.
One Chairman of the board who is appointed by the Central Government of India
One Board member who is appointed by the Central Bank, that is, the RBI
Two Board members who are hailing from the Union Ministry of Finance
Five Board members who are elected by the Central Government of India
Role and Reforms in Secondary Market.
The SEBI has been consistently endeavoring to promote a market which is both efficient and
fair and one which protects the rights of investors. Modernization of market infrastructure
improves market transparency and trading efficiency. Risk containment measures improves
market integrity and credibility. These have been the focus of the SEBI’s efforts in the
secondary market. The SEBI also directed its efforts towards encouraging the stock exchanges
to become effective and self-regulatory organizations. The measures taken by the SEBI in
1997-98 in the secondary market are discussed below.
Strengthening the safety and integrity of the secondary securities market
Intra-day trading and exposure limits
During 1997-98, with a view to enhancing market safety, the SEBI decided that the upper limit
for gross exposure of the member brokers of the stock exchanges would be fixed at 20 times
the base minimum capital and additional capital of the member brokers. Gross exposure is the
sum total of overall open positions of a broker. This is in addition to the existing intra-day
trading limits of 33 1/3 times the base minimum capital and the additional capital of the broker,
which were implemented by all the stock exchanges in the previous year. Together they will
be strengthening the risk management in the secondary market.
Setting up of Trade/Settlement Guarantee Fund by stock exchanges
One of the shortcomings of the clearing and settlement process of the Indian stock markets was
the absence of a system to reduce counter-party risk. Managing this risk is an essential need of
a safe and efficient market, which can be achieved through setting up of a Trade or Settlement

Anusha L V, ASSISTANT PROFESSOR, M.COM, KSET

Guarantee Fund. The principal objective of this Fund is to provide the necessary funds and
ensure timely completion of settlements in cases of failure of member brokers to fulfill their
settlement obligations. Thus, establishment of such funds would give greater confidence to
investors in the settlement and clearing procedures of the stock exchanges. Keeping this
objective in view, the SEBI had advised all stock exchanges to set up a Trade or Settlement
Guarantee Fund.
The National Stock Exchange of India Ltd (NSEIL) is operating a Clearing Corporation viz.,
the National Securities Clearing Corporation Limited which guarantees all trades executed in
a settlement. During the year under review, the Settlement Guarantee Funds of stock exchanges
at Mumbai, Ludhiana, Calcutta and Bangalore were also granted approval by the SEBI. In
addition, the stock exchanges at Delhi, Hyderabad and Cochin were also granted ‘in-principle’
approvals to set up Settlement Guarantee Funds.

Anusha L V, ASSISTANT PROFESSOR, M.COM, KSET