The Financial System in India The economic development of any country depends upon the existence of a well organized

financial system. It is the financial system which supplies the necessary financial inputs for the production of goods and services which in turn promote the well being and standard of living of the people of a country. Thus the financial system is a broader term which brings under its fold the financial markets and the financial institutions which support the system. An efficient functioning of the financial system facilities the free flow of funds to more productive activities and thus promotes investment. Functions of the Financial System 1. Provision of Liquidity The major function of the financial system is the provision of money and monetary assets for the production of goods and services. There should not be any shortage of money for productive ventures. In financial language, the money and monetary assets are referred to as liquidity. The term liquidity refers to cash or money and other assets which can be converted into cash readily to cash or money readily without loss of value and time. 2. Mobilisation of Savings Another important activity of the financial system is to mobilize savings and channelise them into productive activities. The financial system should offer appropriate incentives to attract savings and make them available for more productive ventures. Thus, the financial system facilitates the transformation of savings into investment and consumption. 3.Size Transformation Function Generally, the savings of millions of small investors are in the nature of a small unit of capital which cannot find any fruitful avenue for investment unless it is transformed into a perceptible size of credit unit. Banks and other financial intermediaries perform this size transformation function by collecting deposits from a vast majority of small customers and convert them into a sizeable quantity which can be used for productive purposes. 4.Maturity Transformation Function

Another function of the financial system is the maturity transformation function. The financial intermediaries accept deposits from public in different maturities according to their liquidity preference and lend them to the borrowers in different maturities according to their need and promote the economic activities of a country. 5.Risk Transformation Function Most of the small investors are risk averse with their small holding of savings. So, they hesitate to invest directly in stock market. On the other hand, the financial intermediaries collect the savings from individual savers and distribute them over different investment units with their high knowledge and expertise. Thus, the resks of individual investors get distributed. This risk transformation fundtion promotes industrial development. Financial Intermediaries The term financial intermediary includes all kinds of organisations which intermediate and facilitate financial transactions of both individuals and corporate customers. Financial Markets Financial markets can be referred to as those centres and arrangements which facilitate buying and selling of financial assets, claims and services. Classification of Financial Markets Unorganised Markets In these markets, there are a number of money lenders, indigenous bankers,traders etc., who lend money to the public. There are also private finance companies, chit funds etc., whose activites are not controlled by the RBI. Recently the RBI has taken steps to bring private finance companies and chit funds under its strict control by issuing nonbanking financial companies directions. Organised Markets In the organized markets, there are standardized rules and regulatins governing their financial dealings. There is a high degree of accountability and institutionalization. These markets are subject to strict supervision and control by the RBI and other regulatory bodies.

These organized markets can be further classified into two. They are (i) Capital Market (ii) Money Market Capital Market The capital market is a market for financial assets which have a long or indefinite maturity. Generally it deals with long term securities which have a maturity period of above one year. Capital market may be further divided into three namely (a)Industrial securities market (b)Government securities market and (c)Long term loans market (a) Industrial securities market It is a market for industrial securities namely Equity shares ,preference shares and debentures or bonds. It is a market where industrial concerns raise their capital or debt by issuing appropriate instruments. It can be further subdivided into (i) Primary market or New issue market (ii) Secondary market or Stock exchange Primary Market. Primary market is a market for new issues or new financial claims. Hence, it is also called New issue market. The primary market deals with those securities which are issued to the public for the first time. Secondary Market Secondary market is a market for secondary sale of securities. In other words securities which have already passed through the new issue market are traded in this market. This market provides a continuous and regular market for buying and selling of securities. (b) Governments Securities Market It is a market where Government securities are traded. In India there are many kinds of Government securities- short term and long term. Long term securities are traded in this market while short term government securities are traded in the money market.

(c)Long Term Loans Market Development banks and commercial banks play a significant role in this market by supplying long term loans to corporate customers. Long term loans market may further be classified into (i) Term loans market (ii) Mortagages market (iii) Financial guarantees market Term loans Market In India, many industrial financing institutions have been created by Government both at the national and regional levels to supply long term loans to corporate customers Mortgages market The mortgages market refers to those centres which supply mortagage loan mainly to individual customers. A mortagage loan is a loan against the security of immovable property like real estate. Financial Guarantees Market A Guarantee market is a centre where finance is provided against the guarantee of a reputed person in the financial circle. Guarantee is a contract to discharge the liability of a third party in case of his default. In case the borrower fails to repay the loan, the liability falls on the shoulders of the guarantor. Money Market Money market is a market for dealing with financial assets and securities which have a maturity period of upto one year. In other words it is a market for purely short term funds. The money market can be subdivided into four (1)Call money market (2)Commercial bills market (3)Treasury bills market (4)Short term loan market (1) Call money market The call money market is a market for extremely short period loans say one day to fourteen days. So, it is highly liquid.

The loans are repayable on demand at the option of either the lender or borrower. (2) Commercial bills market It is a market for bills of Exchange arising out of genuine trade transactions. In case of credit sale, the seller may draw a bill of exchange on the buyer. The buyer accepts such a bill,promising to pay at a later date the amount specified in the bill. (3) Treasury bills market A treasury bill is a promissory note or a finance bill issued by the Government. It is highly liquid because its repayment is guaranteed by the Government. It is an important instrument for short term borrowing of the Government. (4) Short term loan market It is a market where short term loans are given to corporate customers for meeting their working capital requirements. Commercial banks play a significant role in this market

Money Market Money market is a market for dealing with financial assets and securities which have a maturity period of upto one year. In other words, it is a market for purely short term funds Money Market Vs Capital Market Money Market Capital Market

1) It is a market for short term 1) It is a market for long term funds Loanable funds for a period of not exceeding a period of one year Exceeding one year 2) This market supplies funds for financing 2)This market supplies funds for Current business operations,working financing the fixed capital requirements Capital requirements of industries and of trade and commerce as well as the Short period requirements of the long term requirements of Government Government 3)The instruments that are dealt in a 3) This market deals in instruments like Money market are bills of exchange, shares,debentures,Government bonds Treasury bills,commercial papers, Certificate of deposit etc 4)Each single money market instrument 4) Each single capital market instrument is of large amount.A TB is on minimum is of small amount, Each share value is For one lakh. Each CD or CP is for a Rs.10. Each debenture value is Rs100 Minimum of Rs 25lakhs. 5)The Central bank and Commercial 5)Development banks and insurance Banks are the major institutions in the companies play a dominant role in the Money market capital market 6) Money market instruments generally 6) Capital market instruments generally

Do not have secondary markets 7)Transactions mostly take place over a formal The phone and there is no formal place 8)Transactions have to be conducted conducted Without the help of brokers dealers

have a secondary markets. 7) Transactions take place at place viz., stock exchange 8) Transactions have to be only through authorized

Money market is not a single homogeneous market. It comprises of several submakets, each specializing in a particular type of financing. E.g Call money,Acceptance market,Bill market and so on The components of money market are the Central Bank, Commercial Banks, Non banking financial companies, discount houses and acceptance houses. Commercial banks generally play a dominant role in this market. Objectives of Money market 1) To provide a parking place to employ short term surplus funds 2) To provide room for overcoming short term deficits 3) To enable the Central Bank to influence and regulate liquidity in the economy through its intervention in this market. 4) To provide a reasonable access to users of short term funds to meet their requirements quickly, adequately and at a reasonable costs. Importance of Money Market. A developed money market plays an important role in financial system of a country by supplying short term funds adequately and quickly to trade and industry. The money market is an integral part of a countrys economy. A developed money market helps the smooth functioning of the financial system in any economy the following ways 1) Development of Trade and Industry Money market is an important source of financing trade and industry. The money market financies the short term working capital requirements

of trade and industry and facilitates the development of industry and trade both national and international 2) Development of Capital Market The short term rates of interest and the conditions that prevail in the money market influences the long term interest as well as the resource mobilization in capital market. Hence the development of capital market depends upon the existence of a developed money market. 3) Smooth Functioning of Commercial Banks The money market provides the commercial banks with facilities for temporarily employing their surplus funds in easily realizable assets. The commercial banks gain immensely by economizing their cash balances in hand and at the same time meeting the demand for large withdrawal of their depositors. 4) Effective Central Bank Control A developed money market helps the effective functioning of a central bank. It facilitates effective implementation of the monetary policy of a central bank. The central bank, through the money market pumps new money into the economy in slump and siphons it off in boom. The central bank thus regulates the flow of money so as to promote economic growth with stability 5) Formulation of Suitable Monetary Policy Conditions prevailing in a money market serve as a true indicator of the monetary state of an economy. Hence it serves as a guide to the Government in formulating and revising the monetary policy depending upon the monetary conditions prevailing in the market. 6) Non-inflationary source of Finance to Government A developed money market helps the Government to raise short term funds through the treasury bills floated in the market. In the absence of a developed money market, the Government would be fored to print and issue more money or borrow from the central bank. Both ways would lead to an increase in prices and the consequent inflationary trend in the economy. Composition of Money Market

As stated earlier, the money market is not a single homogeneous market. It consists of a number of sub markets which collectively constitute the money market. a) Call money market b) Commercial bills market or discount market c) Acceptance market d) Treasury bill market Call Money market The call money market refers to the market for extremely short period loans, say one day to fourteen days. These loans are repayable on demand at the option of either the lender or the borrower. Similarly banks with surplus funds lend to other banks with deficit funds in the call money market. Thus it provides an equilibrating mechanism for evening out short term surpluses and deficits. Moreover commercial banks can quickly borrow from the call market to meet their statutory liquidity requirements. They can also maximize their profits easily by investing their surplus funds in the call market during the period when call rates are high and volatile. Advantages of call money market 1) High liquidity Money lent in a call market can be called back at any time when needed. So, it is highly liquid. It enables commercial banks to meet large sudden payments and remittances by making a call on the market 2) High Profitability Banks can earn high profits by lending their surplus funds to the call market when call rates are high and volatile. It offers a profitable parking place for employing the surplus funds of banks temporarily 3) Maintenance of SLR Call market enables commercial banks t maintain their Statutory reserve requirements. Generally banks borrow on a large scale every reporting Friday to meet their SLR requirements. In the absence or market, banks have to maintain idle cash to meet their reserve requirements.

4) Safe and Cheap Though call loans are not secured, they are safe since the participants have a strong financial standing. It is cheap in the sense brokers have been prohibited from operating in the call market. Hence, banks need not pay brokerage on call money transactions 5) Assistance to Central Bank Operations Call money market is the most sensitive part of any financial system. Changes in demand and supply of funds are quickly reflected in call market rates and it gives an indication to the central bank to adopt an appropriate monetary policy Drawbacks of call money market in India 1) Uneven Developments The call money market in India is confined to only big industrial and commercial centres like Mumbai,Kolkata, Chennai,Delhi, Bengaluru and Ahmedabad. Hence the market is not evenly developed 2) Lack of Intergration The call markets in different centres are not fully integrated. Besides, a large number of local call markets exist with out any integration 3) Volatility in Call Money Rates Another drawback is the volatile nature of the call money rates. Call rates vary to a great extent in different centres in different seasons on different days within a fortnight. The rates vary between 12% and 85% . Discount Market Discount market refers to the market where short term genuine trade bills are discounted by financial intermediaries like commercial banks. When credit sales are effected, the seller draws a bill on the buyer who accepts it promising to pay the specified sum at the specified period. The seller has to wait until the maturity of the bill for getting payment. But, the presence of a bill market enables him to get payment immediately. The seller can ensure payment immediately by discounting the bill with some

financial intermediary by paying a small amount of money called Discount rate. On the date of maturity the intermediary claims the amount of the bill from the person who has accepted the bill. In some countries there are some financial intermediaries who specialize in the field of discounting. Such institutions are conspicuously absent in India. Hence commercial banks in India have to undertake the work of discounting. However, the DFHI (Discount and Finance House of India) has been established to activate this market. Acceptance Market The acceptance market refers to the market where short term genuine trade bills are accepted by financial intermediaries. All trade bills cannot be discounted easily because the parties to the bills may not be financially sound. In case such bills are accepted by financial intermediaries like banks, the bills earn a good name and reputation and such bills can be readily discounted anywhere. In India, there are no acceptance houses. The commercial banks undertake the acceptance business to some extent. Advantages or Importance 1) Liquidity Bills are highly liquid assets. In times of necessity, bills can be converted into cash readily by rediscounting them with the central bank. 2) Self-liquidating and Negotiable Asset Bills are self-liquidating in character since they have a fixed tenure. Moreover, they are negotiable instruments and hence they can be transferred freely by a mere delivery or by endorsement and delivery. 3) Certainty of Payment Bills are drawn and accepted by business people. Generally, business people are used to keeping their words and the use of bills imposes a strict financial discipline on them. Hence bills would be honoured on the due date. 4) Ideal Investment.

Bills are for periods not exceeding 6 months, They represent advances for a definite period. This enables financial institutions to invest their surplus funds profitably by selecting bills of different maturities. For instance, commercial banks can invest their funds on bills in such a way that the maturity of these bills may coincide with the maturity of their fixed deposits. 5) Simple Legal Remedy In case the bills are dishonoured, the legal remedy is simple. Such dishonoured bills have to to simply noted and protested and the whole amount should be debited to the customers accounts. 6) High and Quick Yield The financial institutions earn a high and quick yield. The discount is deducted at the time of discounting itself whereas in the case of other loans and advances, interest is payable only when it is due. The discount rate is also comparatively high. 7) Central Bank Control The central bank can easily influence the money market by manipulating the Bank rate or the rediscounting rate. Suitable monetary policy can be taken by Adjusting the bank rate depending upon the monetary conditions prevailing In the market.

Treasury Bill Market Just like commercial bills which represent commercial debt, Treasury bills Represent short-term borrowings of the Government. Treasury bill market Refers to the market where treasury bills are bought and sold. Treasury Bills are very popular and enjoy a higher degree of liquidity since they Are issued by the Government.

Meaning and Features A treasury bill is nothing but a promissory note issued by the Government Discount for a specified period stated therein. The Government promises to pay The specified amount mentioned therein to the bearer of the instrument on the Due date. The period does not exceed one year. It is purely a finance bill since It does not arise out of any trade transaction. It does not require any gradingor endorsementor acceptancesince it is a claim against the Government. Treasury bills are issued only by the RBI on behalf of the Government Treasury bills are issued for meeting temporary Government deficits. The Treasury bill rate or the rate of discount is fixed by the RBI from time to time It is the lowest one in the entire structure of interest rates in the country, Because of the short term maturity and high degree of liquidity and security. Importance or Merits 1) Safety Investments in TBs are highly safe since the payment of interest and repayment of principle are assured by the Government. They carry zero default risk since they are issued by the RBI for and behalf of the Government 2) Liquidity Investments in TBs are also highly liquid because they can be converted into cash at any time at the option of the investors. The DFHI announces daily buying and selling rates for TBs. They can be discounted with the RBI and further refiance facility is available from the RBI against TBs. Hence there is a ready market for TBs.

3) Ideal short-term Investment Idle cash can profitably invested for a very short period in TBs. TBs are available on tap throughout the week at specified rates. Financial institutions can employ their surplus funds on any day. The yield on TBs is also assured. 4) Ideal Fund Management Fund managers of financial institutions build up a portfolio of TBs in such a way that the dates of maturities of TBs may be matched with the dates of payment of their liabilities like deposits of short term maturities, Thus TBs help financial managers to manage the funds effectively and profitably 5) Statutory Liquidity Requirement As per the RBI directive, commercial banks have to maintain SLR and for measuring this ratio investments in TBs are taken into account. TBs are eligible securities for SLR purposes. 6) Source of Short term Funds for Government The Government can raise short term funds for meeting its temporary budget deficits through the issue of TBs. It is a source of cheap finance to the Government since the discount rates are very low 7) Non-inflationary Monetary Tool TBs enable the Central Government to support its monetary policy in the economy. For instance excess liquidity, if any in the economy can be absorbed through the issue of TBs. Moreover TBs are subscribed by investors other than the RBI. Hence they cannot be monetized and their issue does not lead to any inflationary pressure at all. 8) Hedging Facility TBs can be used as a hedge against heavy interest rate fluctuations in the call loan market. When the call rates are vey high, money can be raised quickly against TBs and invested in the clal money market and vice-versa. TBs can be used in ready forward transactions Defects of TBs

1) Poor Yield The yield from TBs is the lowest. Long term Government securities fetch more Interest and hence subscriptions for TBs are on the decline in recent times 2) Absence of Competitive Bids Though TBs are sold through auction in order to ensure market rates for the Investors, in actual practice competitive bids are conspicuously absent. The RBI is compelled to accept these non competitive bids. 3) Absence of Active Trading Generally the investors hold the TBs till maturity and they do not come for circulation, Hence active trading in TBs is adversely affected.

Commercial Papers A commercial paper is an unsecured promissory note issued with a fixed maturity by a company approved by RBI, negotiable by endorsement and delivery,issued in bearer form and issued at such discount on the face value as may be determined by the issuing company. Features of Commercial Paper 1) Commercial paper is a short term money market instrument comprising usance promissory note with a fixed maturity. 2) It is a certificate evidencing an insecured corporate debt of short term maturity 3) Commercial paper is issued at a discount to face value basis but it can also be issued in interest bearing form.

4) The issuer promises to pay the buyer some fixed amount on some future period but pledges no assets, only his liquidity and established earning power, to guarantee that promise 5) Commercial paper can be issued directly by a company to investors or through banks/merchant bankers Advantages of Commercial Paper 1) Simplicity The advantage of commercial paper lies in its simplicity. It involves hardly any documentation between the issuer and investor 2) Flexibility The issuer can issure commercial paper with the maturities tailored to match the cash flow of the company 3) Diversification A well rated company can diversify its source of finance from banks to short term money markets at somewhat cheaper cost 4)Easy to Raise Long Term Capital The companies which are able to raise funds through commercial paper become better known in the financial world and are thereby placed in a more favourable position for raising such long term capital as they may from time to time require. Thus there is an inbuilt incentive for companies to remain financially strong 5)High Returns The commercial paper provides investors with higher returns than they could get from the banking system 6)Movement of Funds Commercial paper facilitates securitization of loans resulting in creation of secondary market for the paper and efficient movement of funds providing cash surplus to cash deficit entities. Certificate of Deposit ( CD) Certificate of Deposit are short term deposit instruments issued by banks and financial institutions to raise large sums of money. CDs are issued in the form of Usance promissory notes. They are negotiable and are in marketable form bearing specific face value and maturity. The CDs are transferable from one party to another.

Due to their negotiable nature, they are also known as Negotiable Certificate of Deposit Advantages 1. Certificate of Deposits are the most convenient instruments to depositors as they enable their short term surpluses to earn higher return 2. CDs also offer maximum liquidity as they are transferable by endorsement and delivery. The holder can resell his certificate to another 3. From the point of view of issuing bank, it is a vehicle to raise resources in times of need and improve their lending capacity. The CDs are fixed term deposits which cannot be withdrawn until the redemption date. 4. This is an ideal instrument for banks with short term surplus funds to invest at attractive rates. Deficiencies of Indian Money Market 1) Existence of Unorganised Sector There still exists Unorganised players in Indian Money Market, The unorganized sector comprises of indigenous bankers. A substantially higher rate of interest prevails in the unorganized market. The indigenous banks follow their own rules of banking and finance. Many attempts were made by RBI to bring the indigenous bankers under its direct control. These efferots have not been successful. 2) Absence of Integration The Indian Money market is divided into several sections without any tight integration between them, each section is loosely connected with other sections, which makes the growth of the money market very slow. 3) Difference in Money Rates of Interest There exists a wide difference in the money rates of interest in the money market, because of non intergration of different sections. The money rates of interest also differ between different regions or centres. This leads to fluctuations in security prices

4) Seasonal Stringency of Funds The demand for money in Indian money market is of seasonal in nature.During the busy season from October to April, demand for money increases. From the end of April the demand for money decreases, As a result the money rates fluctuate from one period to another period. 5) Absence of Bill Market The bill market in Indian money market is in its nascent stage. The market for Government and semi government securities is narrow.The market for bill of exchange and treasury bills is little developed. 6) No Contact with Foreign Money Markets The Indian Money market is an isolated one with little contact with money Market in other countries. There is a large movement of capital between Money markets in Western countries. The Indian money market does not Attract any foreign funds as developed money markets do. 7)Limited Instruments The supply of money market instruments like bills,TBs etc is very limited And inadequate considering the varied requirements of short term funds. 8)Limited Secondary Market The secondary market is very limited in the case of money market Instruments. Practically speaking, it is restricted to rediscounting of Commercial and treasury bills. 9) Limited Participants The participants in Indian Money market are also limited. Entry into the Market is strictly regulated. In fact there are a larger number of borrowers

But a few lenders. Hence the market is not very active,broad and vibrant.

Recent developments in Indian Money market 1) Integration of Unorganised sector with Organised sector The process of integration of the unorganized money market with the organized sector has already started. This is being done by means of bringing the institutions in the unorganized sector within the orbit of control and regulation exercised by RBI. 2) Widening of Call Money market In recent times many steps have been taken to widen the call market. Many specified Mutual funds have been permitted to enter into this market as lenders only. The DFHI and STCI have been permitted to operate both as lenders and borrowers. This increase in the number of participants has definitely widened the call market making it more active. 3) Introduction of Innovative Instruments New innovations have been introduced in the structure and instrument traded in the money market. All attempts have been taken to provide a well diversified mix of money market instruments , so as to make the market very active 4) Offering of Market Rates of Interest In order to popularize money market instruments the ceiling on interest rate has been abolished. Call money rate, bill discounting rate,inter bank rate etc have been freed . Thus today Indian money market offers full scope for the play of market forces in determining the rates of interest. 5)Promotion of Bill Culture All attempts are being taken to discourage cash credit and O.D system of Financing. Exemption from stamp duty is given on rediscounting of Derivative usance promissory notes arising out of genuine trade bill Transactions with view to promoting bill culture in the country. 5) Entry of Money Market Mutual Funds

Certain Private sector mutual funds have been recently permitted to deal in money market instruments. These funds can invest in money market instruments. 6) Setting up of Credit Rating Agencies Many credit rating agencies have been established to provide credit information thrugh financial analysis of leading companies and industrial sectors. 7) Adoption of Suitable Monetary Policy In recent times, the RBI is adopting a more realistic and appropriate monetary policy so as to increase the resources in the money market and make it more active than before DFHI- Discount And Finance House of India The Discount and Finance House of India (DFHI) has been set up as a specialized money market institution with the objective of providing liquidity to money market instruments and to develop a secondary market. On the recommendation of working group on Money Market , DFHI was set up in 1987,The RBI in joint association with public sector banks and financial institutions established DFHI. It is a joint stock company and is jointly owned by RBI, the public sector banks and the financial institutions. The main objective of the establishing DFHI has been to strengthen the short term money market and make short term resources available to the institutuions.It shall generate the bill culture and discipline amongst the banks,financial institutions and the central and state government undertakings.The option of borrowing in the call money market and on short-term basis is also open to the DFHI.

Functions 1) To discount,rediscount,buy,sell underwrite or acquire marketable securities and negotiable instruments including all kinds of bill papers 2) To undertake buyback arrangements in trade and treasury bills as well as securities of local authorities

3) To carry on business as a lender,borrower,broker or as a broking house In the inter bank call money market 4) To promote and support company funds,trusts and such other organizations for the development of short-term money market 5) To advise Governments,banks,financial institutions or business houses in evolving schemes for growth,development and expansion of the money market.

Unit 3 Capital Market

The capital market is a market for financial assets which have a long or indefinite maturity. Generally, it deals with long term securities which have a maturity period of above one year. Securities market Securities markets is a place where buyers and sellers of securities can enter into transactions to purchase and sell shares, bonds,debentures etc. Further it performs an important role of enabling corporates, entrepreneurs to raise resources for their companies and business ventures through public issues. New issue market New issue market or Primary market deals with those securities which are issued to the public for the first time. The New issues market provides the channel for sale of new securities. It provides opportunity to issuers of securities, Government as well as corporates to raise resources to meet their requirements of investment and discharge some obligation Functions of New Issue Market The main function of a new issue market is to facilitate transfer of resources from savers to the users. The savers are individuals,commercial banks,insurance companies etc. The users are public limited companies and the government. The new issue market plays an important role of mobilizing the funds from the savers and transferring them to borrowers for productive purposes, an important requisite of economic growth. The main function of a new issue market can be divided into a triple service functions 1.Origination 2.Underwriting 3.Distribution 1. Origination

Origination refers to the work of investigation,analysis and processing of new project proposals. Origination starts before an issue is actually launched in the market (i) A careful study of the technical economic and financial viability to ensure soundness of the project. This is a preliminary investigation undertaken by the sponsors of the issue (ii) Advisory services which improve the quality of capital issues and insure its success The advisory services include (a) Type of issue- Whether Equity share,preference share,debenture or convertible debenture (b) Magnitude of issue (c) Time of floating and issue (d) Pricing of an issue (e) Methods of issue (f) Technique of selling the securities The function of origination is done by merchant bankers who may be commercial banks, all India financial institutions or private firms. The origination itself does not guarantee the success of the issue, Underwriting a specialized service is required in this regard 2.Underwriting Underwriting is an agreement whereby the underwriter promises to subscribe to a specified number of shares or debentures or a specified amount of stock in the event of public not subscribing to the issue. If the issue is fully subscribed then there is no liability for the underwriter. If a part of share issues remains unsold, the underwriter will buy the shares. Thus underwriting is a guarantee for the marketability of shares. Method of Underwriting (i) Standing behind the issue Under this method, the underwriter guarantees the sale of a specified number of shares within a specified period. If the public do not subscribe to the specified amount of issue, the underwriter buys the balance in the

Issue. (ii) Outright Purchase The underwriter, in this method makes outright purchase of shares and Resells them to investors (iii) Consortium Method Underwriting is jointly done by a group of underwritiers in this method. The underwriters form a syndicate for this purpose. This method is adoped for large issues Advantages of Underwriting 1) The issuing company is relieved from the risk of finding buyers for the issue offered to the public. The company is assured of raising adequate capital 2) The company is assured of getting the minimum subscription within the stipulated time, a statutory obligation to be fulfilled by the issuing company 3) Underwriters undertake the burden of highly specialized function of distributing securities 4) They provide expert advice with regard t timing of security issur,pricing of issue, the size and type of securities to be issued 5) Public confidence on the issue is enhanced when underwritten is done by reputed underwriters Methods of Floating New Issues The various methods which are used in the floatation securities in the new issue market are (i) (ii) (iii) (iv) (i) Public Issues Offer for sale Placement Rights issues Public Issues of

Under this method, the issuing company directly offers to the general public a fixed number of shares at a stated price through a document called prospectus. This is the most common method followed by joint stock companies to raise capital through the issue of securities. Advantages 1.Sale through prospectus has the advantage of inviting a large section of the investing public through advertisement 2. It is a direct method and no intermediaries are involved in it 3. Shares, under this method are allotted to a large section of investors on a non-discreminatory basis. This procedure helps in wide dispersion of shares and to avoid concentration of wealth in few hands Demerits 1.It is an expensive method. The company has to incur expenses on printing of prospectus,advertisement,banks commission,underwriting commission,legal charges,stamp duty , listing fee and registration charges 2. This method is suitable only for large issues. (ii) Offer of Sale The method of offer of sale consists in outright sale of securities through the intermediary of Issue Houses or sharebrokers. In other words, the shares are not offered to the public directly. This method consists of two stages. The first stage is a direct sale by the issuing company to the issue house and brokers at an agreed price. In the second stage the intermediaries resell the above securities to the ultimate investors. The Issue houses or stock brokers purchase the securities at a negotiated price and resell at a higher price. Advantages Offer of sale method enables an issuer with good project to obtain funds with a minimum cost without the fear of

undersubscription. The Merchant Bankers get higher return than the conventional merchant banking services. (iii)Placement Under this method, The Issue Houses or brokers buy the securities outright with the intention of placing them with their clients afterwards. Here the brokers act as almost wholesalers selling them in retail to the public. The brokers would make profit in the process of reselling to the public. The brokers maintain their own list of clients and through customer contact sell the securities. There is no need for a formal prospectus as well as underwriting agreement Advantages 1) In a depressed market conditions when the issues are not likely to get public response through prospectus, placement method is a useful method of issuing shares 2) This method is suitable when small companies issue their shares 3) It avoids delays involved in public issue and it also reduces the expenses involved in public issue 4) There are not entry barriers for a company to access the placement market 5) This method is much faster as there are very less formalities are involved 6) In this method there is more flexibility 7) This method is also suitable to first generation entrepreneurs who are less known to the public. (v) Rights issue Rights issue is a method of raising funds in the market by an existing company. A right means an option to buy certain securities at a certain privileged price within a certain specified period. The shares so offered to the existing shareholders are called rights shares

Advantages 1) The cost of issue is minimum. There is no underwriting,brokerage,advertising and printing of prospectus expenses 2) It ensures equitable distribution of shares to all existing shareholders and so control of company remains undisturbed as proportionate ownership in the company remains the same 3) It prevents the directors from issuing new shares in their own name or to their relatives at a lower price and get controlling right Registrars to the issue Registrars are an important category of intermediary who undertake all activities connected with new issue management. They are appointed by the company in consultation with the merchant bankers to the issue. Registrars have a major role,next to merchant bankers in respect of servicing of investors Role of Registrar in Pre-issue 1. Suggest draft application form to the merchant bankers 2. Help in identifying the collection centres. The choice of collection centre and of collecting banker is critical to the success of the issue 3. Assist in opening collection accounts with banks and lay down procedure for operation of these accounts 4. Send instructions to collecting branches, for collection of application along with cheques,drafts,stock invest separately and remittance of funds 5. Workout modalities to receive the collection figures on a regular basis until the subscription list is closed.

Role of Registrar durin Pre-Allotment Work. 1.Get all application forms from the collecting bankers and sort out valid and invalid application forms 2.The valid applications are to be categorized and grouped as cash,draft and stock invest applications 3.Reclassify the valid applications eligible for allotment 4.Prepare the list with inverted numbers and then approadch the regional stock exhange for finalizing the basis of allotment, in the event of over subscription 5.Finalise the allotment as per the basis approved by the stock exchange 6.Tally the final list approved for allotment and rejections with the inhouse control numbers and correct the mistakes, if any.

Secondary Market Secondary market is a market for secondary sale of securities. In other words, securities which have already passed through the new issue market are traded in this market.Generally, such securities are traded in the Stock Exchange and it provides a continous and regular market for buying and selling of securities Functions and Role of Stock exchanges 1) Liquidity and Marketability of Securities Stock exchanges provide liquidity to securities since securities can be converted into cash at any time according to the discretion of the investor by selling them at the listed prices. They facilitate buying and selling of securities at listed prices by providing continuous marketability to the investors. 2) Safety of Funds Stock exchanges ensure safety of funds invested because they have to function under strict rules and regulations

meant to ensure safety of investible funds. This would strengthen the investors confidence and promote larger investment. 3) Supply of Long Term Funds The securities traded in the stock market are transferable in character and as such they can be transferred with minimum of formalities from one hand to another. So when a security is transacted, one investor is substituted by another, but the company is assured of long term availability of funds 4) Flow of Capital to Profitable Ventures The profitability and popularity of companies are reflected in stock prices. The prices quoted indicate the relative profitability and performance of companies. Funds tend to be attracted towards securities of profitable companies and this facilitates the flow of capital into profitable channels. 5) Motivation for Improved Performance The performance of a company is reflected on the prices quoted in the stock market. This public exposure makes a company conscious of its status in the market and it acts as a motivation to improve its performance further. 6) Promotion of Investment Stock exchanges mobilize the savings of the public and promote investment through capital formation. Surplus funds available with individuals and institutions would go for productive and remunerative ventures 7) Reflection of Business Cycle The changing business conditions in the economy are immediately reflected on the stock exchanges. Booms and depressions can be identified through the dealings on the stock exchanges and suitable monetary and fiscal policy can be taken by the Government.Thus stock market shows the prevailing economic situation. 8) Diversification

Stock exchange supplies securities of different kinds with different maturities and yields. It enables the investors to diversify their risks by a wider portfolio of investment. Listing of Securities Listing of securities means that the securities are admitted for trading on a recognized stock exchange. Transactions in the securities of any company cannot be conducted on stock exchanges unless they are listed by them. Advantages of Listing 1) Facilitates Buying and Selling of Securities Listing paves way for easy buying and selling of securities, Constant marketing facilities are assured for listed securities 2) Ensures Liquidity The securities are daily traded in the market, Hence securities can be converted into cash readily at quoted prices and thus listing ensures liquidity 3) Offers Wide Publicity Listed securities give wide publicity to the companies concerned. It is so because the names of listed companies are frequently mentioned in stock market reports,T.V,Newspapers,Radio etc., 4) Assures Finance The very fact that a security is listed in a recognized stock exchange adds to the prestige of that company and it enables the company to raise the necessary finance by the issue of such securities expeditiously 5) Enables Borrowing Listed securities are preferred as collateral securities by commercial banks and other lending institutions, thus borrowings are made easier against the securities of the listed companies. 6) Protects Investors Listed companies have to compulsorly submit themselves to the various regulatory measures by disclosing vital informations about their assets,capital structure,profits,dividend

policy,allotment procedure,bonuses etc., Hence listing aims at protecting the interest of investors to a greater extent. Drawbacks of listing of securities 1) Leads to Speculation Listed securities offer wide scope for the speculators to manipulate the values in such a way as may be detrimental to the interests of the company, In such a situation , artificial forces play a more dominant role than the free market forces. Some people may indulge in speculative activities by misusing the inside information available to them. 2) Degrades Companys Reputation Some times listed securities are subject to wide fluctuations in their values. These wide fluctuations in their values have the effect of degrading the companys reputation and image in the eyes of the public as well as the financial intermediaries 3) Discloses Vital Informations to Competitors A listed company has to disclose vital informations such as dividends and bonuses declared, sales,remuneration to managerial personnel etc., It amounts to leaking of secrecy of the companys operations to competitors Listing Procedure The company concerned must apply in the prescribed form along with the following documents and details 1) Certified copies of Memorandum and Articles of Association,Prospectus or Statement in lieu of Prospectus,Underwriting agreements,agreements with vendors and promoters 2) Specimen copies of shares and debentures certificates, letter of call, allotment,acceptance and renunciation 3) Copies of balance sheets and audited accounts for the last 5 years 4) Copies of offers for sale and circulars or advertisements offering any securities for subscription or sale during the last 5 years 5) Certified copies of agreements with managerial personnel 6) Particulars of dividends and bonuses paid during the last 10 years

7) A statement showing dividends or interest in arrears if any 8) A brief history of the company since its incorporation, giving details of its activities 9) Particulars regarding its capital structure 10) Particulars of shares and debentures for which permission to deal is applied for and their issue 11) A statement showing the distribution of shares along with a list of highest 10 holders of each class or kind of shares of the company stating the numbers of shares held by them 12) Particulars of shares forfeited 13) Certified copies of agreements if any with the Industrial Finance Corporation 14) Listing agreement with the necessary intial and annual listing fee. Criteria for Listing 1) Atleast 60% of each class of securities issued must be offered to the Public for subscription and the minimum issued capital should be Rs 3crores 2) The minimum public offer for subscription must be at least 25% if each issue and it must be offered through advertisement in newspapers atleast for a period of 2 days 3) The company should be of a fair size having broad based capital structure and public interest in its securities 4) There must be atleast 10 public shareholders for every Rs1lakh share of fresh issure of capital and it is 20 in the case of subsequent issue of shares 5) A company having more than Rs5 crore paid up capital must list its securities on more than one stock exchange. Listing on the regional stock exchange is compulsory 6) The company must pay interest on the excess application money received at the rates ranging between 4% and 15% depending on the delay beyond 10 weeks from the date of closure of the subscription list 7) The Articles of Association of the company must be provided 8) The existing companies must adhere to the ceiling in expenditure of public issues

9) A certificate to the effect that shares from promoters quota are not sold or transferred for a period of 3 years must be submitted.

Stock Brokers A Stock Broker is none other than a commission agent who transacts business in securities on behalf of his clients who are non-members of a stock exchange. Thus, a non member can purchase and sell shares only through a broker who is a member of the stock exchange. To deal in securities on recognized stock exchanges, the broker must posses the following qualifications to register as a broker 1) He must be an Indian citizen wit 21 years of age 2) He should neither be bankrupt nor compounded with creditors 3) He should not have been convicted for any offence,fraud etc. 4) He should not have engaged in any other business other than that of a broker in securities 5) He should not be a defaulter of any stock exchange 6) He should have completed 12th standard examination Functions of Brokers 1) Client Registration A broker has to enter into an agreement in the specified format with his clients before accepting any orders on his clients behalf. The agreement should be duly signed by both the parties on all the pages. The broker shall seek all the important information about the client in the client registration form 2) Obtaining Margin Money It is also mandatory for the broker to collect margins from his clients in all cases where the margin in respect of the client in settlement would work out to be more than Rs 50,000. The margins so collected must be kept separately in the clients bank account and it must be utilized for making payment/settlement in respect of that client.

3)Execution of Orders The important function of a broker is to execute his clients orders swiftly and carefully. Hence he has to obtain clear cut confirmed order instructions from the clients so that the necessary orders may be placed on th system. 4) Supply of Necessary slips On execution of the trade, the broker should inform his client the order number, so that the client can take necessary follow up action 5) Issue of Contract Note The broker should issue a contract note to his clients for all trades,whether for purchase or sale of securities,executed with all relevant details. This contract note should be issued within 24 hours of the execution of the contract. 6)Payment/Delivery of Securities It is the duty of every broker to make payments to his clients within 24hrs of pay out unless the client has requested otherwise. 7)Charging of Brokerage and other Charges As per the SEBI guidelines, every broker is entitled to charge brokerage not exceeding 2.5%. No broker should charge more than that. 8)Maintenance of Bank Accounts It is the function of a broker to maintain separate bank accounts for his clients funds and also for his own funds. 10) Receipt of Interest,Dividends,Rights etc In case securities are brought cum vouchers, the client is entitled to receive all vouchers, coupons,dividends,cash bonus etc., 11) Settlement of Disputes In case any dispute arises between the broker and his client, it is the duty of the broker himself to take the initiative and resolve the dispute.

Sub brokers

Apart from the main brokers, there are other category of persons called sub-brokers. As a matter of fact, A sub-broker is not a member of a stock exchange. But he is a person who acts as an agent of a stock broker. He transacts the securities trading business on behalf of his clients through stock brokers. Such sub-brokers should also get a certificate of registration from the SEBI. Just like brokers, they have to satisfy the eligibility criteria,pay registration fees and follow the code of conduct and the various rules and regulations framed by the regulating authorities from time to time. Except the registration fees, all other aspects are more or less same as a regular broker. Jobber A Jobber is a professional independent broker who deals in securities On his own behalf. In other words, he purchases and sells securities in his Own name. His main job is to earn a margin of profit due to price Variations of securities. A jobber plays in the market for quick returns. He is a professional broker who carefully judges the worth of the Securities and makes a good forecast of their future price movement. Thus a jobber does not work on commission basis but works for profit. Generally, a jobber specializes in a limited number of shares. A jobber Will always quote a two way price called double barreled price. The Lower one indicates the price at which he is ready to purchase and the Higher one indicates the price at which he is ready to sell.

National Stock Exchange National Stock Exchange is one of the biggest stock exchanges in the world where second hand securities are traded. The trading happens on a automated system called NEAT- National Exchange for Automated Trading , the transactions will be screen based through satellite communication on realtime basis

Objectives of National Stock Exchange 1) To establish nation wide trading facility for equities, debts and hybrids 2) To facilitate equal access to investors across the country 3) To provide fairness, efficiency and transparency to the securities trading 4) To enable shorter settlement cycle 5) To meet international securities market standard OTCEI The OTCEI is a recognized stock exchange which has been set up under section 4 of the Securities Control Regulation Act 1956. Features of OTCEI 1) It is a national ringless and computerized exchange 2) As opposed to the traditional ring in the stock exchange, the trading will be screen based. Transactions would take place through satellite communication telephone line 3) Trading on the OTCEI takes place through a network of computers of OTC dealers located at different places within the same city and even across cities. These computers allow dealers to quote and transact through a central OTC computer using telecommunication links 4) Small and medium sized companies with a paid up capital between Rs 30 lakhs and Rs10 crores may be enlisted on the OTCEI. The maximum limit has now been raised to Rs 25crores 5) OTCEI deals in equity shares,preference shares,bonds,debentures and warrants 6) A company which is listed on any other recognized stock exchange in India is not permitted simultaneously for listing on OTCEI 7) The minimum offer should be 40% of the issued capital or Rs20lakh worth of shares in face value, whichever is higher

Participants in OTCEI Market 1. Members and Dealers appointed by OTCEI The Members and dealers appointed by the OTCEI may act as brokers and serve as market markers 2. Companies,whose securities are listed on OTCEI Every company desirous of listing would have to get sponsored by a member of the OTCEI 3.Investors who trade in the OTCEI 4.Registrar who a)Keeps custody of share certificate b)Maintains Register of Members 5. Settlement Bank It clears the payment between counters Advantages of OTCEI For Investors 1.The investors have access to current prices of all scripts being traded on the PTI scan display. This ensures transparency in trading 2.Quick settlements and definite liquidity is ensured to investors 3.It is a pre verified trade and therefore no bad deliveries are possible 4.Market makers ensure price stability,liquidity and depth of the market 5.Transaction is possible from remote location of the country on a national network exchange 6.It is a foolproof system where manipulations will be minimal as deals will be matched on the computer screen on the spot For the Company

1.Small and medium sized companies would be able to raise required Capital through OTCEI 2.The cost of public issue is low 3.The company gets high visibility at national level 4. Dependable source of funds through structured bought out deals at Reasonable prices is possible 5.The companies listed on OTC would be subjected to low income tax 6.The cumbersome process of obtaining the listing of the share may not Be there for listing on OTC exchange 7.Companies which require listing on OTCEI have to offer 10% of the Share capital for listing as against 60% being the offer to the public in Other stock exchanges 8.Strong support for the share in secondary maket through the presence Of committed market makers is available. Bonus Issue The guidelines relating to the issue of bonus shares is given below 1) There should be provision in the Ariticles of Association of the company for the issue of bonus shares 2) The bonus is made out of free reserves built out of the genuine profits or share premiums collected in cash only 3) Reserves created by revaluation of fixed assets are not permitted to be capitalized 4) The declaration of bonus issue in lieu of dividend is not to be made 5) Bonus issues are not permitted unless the partly paid shares existing are fully paid up 6) No bonus issue will be permitted if there is sufficient reasons to believe that the company has defaulted in respect of payment of statutory dues to the employees such as PF,Gratuity,bonus etc

7) No bonus issue is permitted if the company defaults in payment of principal or interest on fixed deposits or on debentures 8) No bonus issue can be made within 12 months of any public issue/rights issue 9) A company which announces bonus issue after the approval of the Board of Directors must implement the proposals within a period of six months from the date of such proposal and shall not have the option of changing the decision 10) Issue of bonus shares after any public/rights issue is subject to the condition that no bonus shall be made which will dilute the value or rights of a holders of debentures. Protection of Interest of Debenture Holders Trustees to the debenture issue shall be vested with the requisite powers Protecting the interest or debenture holders. Lead institution/Investment Institutions will monitor the progress in respect of denbentures for Project finance, modernization,diversification etc. The lead bank for the Company will monitor debentures raised for working capital funds. The company shall file with SEBI, a certificate from their Bankers that the assets on which security is to be created are free from Encumbrances and necessary permissions to mortgage the assets have Been obtained The security should be created within six months from the Date of issue of debentures. It can be created within 12 months Provided 2% penal interest is paid to debenture holders

If the security is not created even after 18 months a Meeting of the debenture holders shall be called within 21days to Explain the reasons thereof and the date by which the security would Be created. The trustees to the debenture holders will supervise the Implementation of the conditions regarding creation of security for The debenture and debenture redemption reserve The trustees and institutional debenture holders should Obtain a certificate from the companys auditors in respect of Utilization of funds during the implementation of period of projects And at the end of each accounting year in the case of debentures for Working capital. What is a Buyback of shares? Buyback is a method of cancellation of share capital. It leads to Reduction in the share capital of a company as opposed to issue of Shares which results in an increase in share capital Why Buyback? A company may go for buyback of its shares due to any none or More of the following reasons 1.To reduce equity base thereby injecting much needed flexibility 2.To prevent take over bids 3.To return surplus cash to shareholders 4.To increase the underlying share value 5.To support the share price during periods of temporary weakness

6.To maintain a target capital structure Advantages For Investors 1. Investors can sell back the shares instead of going through the secondary market 2. It will improve return on capital and net profitability, increase the Earning per share and provide higher price to investor For Companies 1. It offer flexibility to companies to reorganize their Capital structure 2. It helps to eliminate discontended shareholders , Fractional holdings and odd lots and thereby render Better service to remaining shareholders by way of Sustained dividend and appreciation of share value in the long run 3. Buyback is an instrument to wardoff hostile takeover bids UNIT 4 INVESTOR PROTECTION Grievances Against Stock Exchanges The nature of complaints against the members of the stock exchanges are b) Non-receipt of delivery of shares c) Non-receipt of dividend d) Non-receipt of rights shares e) Non-receipt of Bonus shares f) Non-receipt of sale proceeds g) Disputes relating to non-settlement of accounts

h) Disputes regarding rate difference etc., Measures taken by Stock Exchanges 1) An Investors service cell has been established to deal with all matters involving complaints against listed companies and also against the members of the exchange. It is called as Investor Grievance Cell . 2) An Investor Protection fund has been set up in NSE as a trust to compensate investors claims which may arise due to non settlement of obligations by the defaulting trading members. 3) A Trade Guarantee fund has been introduced in the BSE to guarantee the settlement of trades so that there may not be any default by members in payment 4) Restricted trading hours and trading days is no more since the introduction of screen based trading system and also the trading hours have been extended 5) Many reform measures such as disclosure norms have been taken to remove excessive speculation 6) Stock Exchanges conduct investor awareness programmes to educate the investor on various aspects of the working of the capital market. Measures taken by Company Law Board 1) Where a company has failed to repay any deposit ,the company Law Board may direct the company concerned by an order to make payment of such deposit 2) Where a company refuses to register the transfer of any shares or debentures an appeal can be made to Company Law Board 3) Under Sec 163(6) of the Companies Act, every investor has a right to get any extract or copy of the documents of the company or inspect any documents of the company. 4) Any Investor has the right to inspect the minute book of all general meetings and further the company

5) 6) 7)

8)

should sent a copy of such minutes if requested by the investor The Company Law board may also direct the company concerned to send copies of the balance sheet and auditors report to any investor requiring it The Central Government may appoint such number of persons as the board on the basis of a written order. This is to safeguard the interest of shareholders The Company Law board may prevent any change in the board of Directors which might affect the company prejudicially as per sec 409 of the companies act The Company Law board can issue orders for conducting investigation of the affairs of the company by an investigator

Measures taken by SEBI (i)The SEBI has issued and published detailed guidelines regarding the rights and responsibilities of investors and also the various aspects of capital market dealings and operations. (ii) It has formed a separate investor Grievance and Guidance Division at its Head office (iii)An automated complaints handling system has been introduced to deal with all types of investors complaints (iv) All speculation prone products have been either banned or allowed with much restrictions by SEBI (v) The disclosure norms for public issues have been made more stringent. (vi) The abridged prospectus is vetted by SEBI before public issue. (vii) The promoters contribution for each public issue has been fixed by SEBI. The minimum contribution should be 20% of the total issue (viii) All risk factors involved in an issue should be disclosed prominently in the prospectus so that an investor can evaluate that issue before taking any investment decision (ix) A transparent and flexible pricing method therough book building process has been introduced.

(x)

To avoid all malpractices connected with allotment of shares, a representative of the SEBI supervises the allotment process. He must be present at the time of finalization of the basis of allotment (xi) It has been made mandatory for the brokers to disclose the transaction price as well as their brokerage in contract notes issued by them to their clients (xii) To do away with all fraudulent practices in physical handling of shares dematerialization has been introduced. (xiii) To bring financial discipline in the derivative market, various guidelines have been issued for dealing with various derivative products Measures taken by Court If any investor is not satisfied with the orders of the regulators, then an appeal can be made to the supreme court within 60 days from the date of communication of the order of the securities Appellate Tribunal