Fms Module 3 Notes
Fms Module 3 Notes
Primary Secondary
Market Market
Popular Securities issued in capital market
• Equity shares – It is the ownership shares purchased with the
intention of getting dividend and capital appreciation.
• Preference shares – These are shares having preferential right
for the payment of dividend and repayment of capital at the
time of winding up.
• Debentures – These are debt securities issued by companies to
raise capital from the public and institutions
• Bonds – Bonds are debt securities (similar to debenture) issued
by public sector companies and banks.
• Guilt edged securities – These are long term debt securities
issued by the Central or state Government. As the payment is
guaranteed by the government, there is no risk of default.
Industrial Securities Market
• It is the market for industrial securities such as
equity shares, preference shares, debentures, bonds
etc.
• It is the market where industrial and other business
organisations raise capital through issuing securities.
• Industrial securities market is classified into
• Primary Market
• Secondary Market
Primary Market (New Issue Market)
•Primary market is a market for new issue
of securities
•In primary market, investors buy securities
directly from the company issuing them.
•IPO, FPO, Bonus issue, Right issue etc., are
the examples of primary market issues.
Secondary Market (Stock Exchanges)
• It is the market for buying and selling second hand securities
• Securities which are already issued in primary market are
traded in secondary market.
• It provide marketability and liquidity to securities market
investment.
• Stock exchange is the secondary market for trading industrial
securities. Trading is undertaken through members of stock
exchanges called brokers.
• There are seven active stock exchanges in India (Aug 2023) out
of which six are permanent.
Government Securities Market
• It is the market for gilt edged securities or
government securities.
• A Government Security (G-Sec) is a tradeable
instrument issued by the Central Government
or the State Governments.
• Long term government securities include
government bonds and dated securities
Long term loans Market
•It is the market where long term loans are
made available to corporates.
•Commercial banks, developmental
financial institutions etc., supply long term
loans to corporate customers
PRIMARY MARKET
(NEW ISSUE MARKET)
Functions(Roles) of New Issue Market
1. Origination:
• It is the work before the issue is actually floated.
• It refers to the work of analysis and processing of
new project proposal (technical, economic and
financial viability).
• The proposal is analysed in terms of the nature of
security, size of issue, timing of issue, pricing and the
floatation method.
2. Underwriting
•Underwriting refers to guaranteeing to
subscribe an agreed number of shares
if it is not subscribed by the public.
•The new issue is to be underwritten
with a merchant banker or other
institution.
3. Distribution
•Distribution refers to the issue or
sale of shares including the
allotment procedures
•This role is performed by merchant
bankers, brokers and other
intermediaries.
Methods of Floating New Issue
New issue can be made through the following
methods
• Public Issue – IPO and FPO
• Private Placement
• Right issue
• Bonus issue
• Offer for sale
• Bought out deal
• Employees stock options plan/schem (ESOP/ESOS)
1. Public Issue
• It is the process of offering securities by a
company to the general public for subscription.
• Under this technique, the company issues a
prospectus or a guideline to the public, inviting
proposals for the subscription.
• Public issue may be in the form of Initial Public
Offering (IPO) and Follow on Public Offering
(FPO)
Application Supported by Blocked Amount (ASBA)
• The SEBI has introduced new facility ‘Application
Supported by Blocked Amount to apply for IPO from
sept. 2008 onwards.
• The ASBA allows subscribers to public issues to have
their application money blocked in the account in a
bank so that they have to pay only upon allotment of
shares.
•Application money shall be debited only if the
investor get allotment.
•The banks offering ASBA are called Self –Certified
Syndicate Banks (SCSBs)
Initial Public Offering (IPO):
• It is the first time issue of securities to the public by an unlisted
company.
• It is the process of raising capital by issuing its shares to the general
public
• The price is fixed by the company in consultation with merchant
banker
• After IPO, the company will become listed and the shares of the
company will be made available for trading in the secondary market.
• In order to make IPO, the company has to publish prospectus
(invitation to subscribe shares) and the same shall be filed with SEBI.
Further (Follow on) Public Offering (FPO):
•An already listed company may need further
capital even after IPO.
•If an already listed company makes further
issue of securities after IPO, it is called
Follow-on Public Offering.
•It is the public issue of additional or further
shares of a listed company.
2. Private Placement –
•Private placement is the issue of securities
(by a listed/unlisted company) privately to a
selected group of persons.
• In private placement, shares are not sold
through public offering.
•Shares may be sold to selected individual
investors or institutional investors through
an offer letter.
Sweat equity
• A sweat equity share is an equity share issued by the
company to employees or directors at a discount or
for consideration other than cash
• Issued for providing know-how or making available
rights in the nature of intellectual property rights or
value additions.
3. Right Issue
• Right issue is the direct offer of shares to all the existing
shareholders of the company in proportion to their current
holding.
• It is mainly applicable in FPO.
• Each and every shareholder has a pre-empty right to get shares
when the company issue further shares after IPO.
• Company set a time limit for shareholders to apply. The
shareholder needs to pay the price fixed by the company. It is
generally issued at a discount.
• As per section 62 of CA 2013, it is mandatory for all private,
public, listed and unlisted companies.
4. Bonus Issue (scrip issue/Capitalisation issue)
• Issue of fully paid shares to the existing shareholders at
free of cost is called bonus issue.
• It is the distribution of dividend in the form of shares.
• Bonus issue can be made only from free reserves (created
from revenue profit) and share premium collected in cash.
• In order make bonus issue, there should not be any
default on the part of the company in payment of
statutory dues to employees
• There should be a gap of at least 12 months between the
public issue and bonus issue.
5. Offer for Sale
• It is the process whereby the promoters of public
companies sell their shares and reduce their holding.
• The shares held by the promoters are offered for sale
directly to the public through a bidding process in the
stock exchange.
• The money raised in offer for sale will go to the
promoters who have sold the shares and not to the
company.
• It is used as a method to comply with minimum public
shareholding norm.
6. Bought out deal
• A bought out deal is a process in which a company offers securities or
shares to the public, through a sponsor or investment banker.
• It is the selling of shares to an investment banker who offer it to the
public at a later date.
• The sponsor can be a bank, any financial institution or even an
individual.
• It is allowed for private limited companies only.
• A bought out deal helps the company in saving time as well as the
costs involved in a public issue
7. Employees Stock Option Scheme
• Introduced in India in the year 1985
• Under this scheme, the shares are offered to the
permanent employees of a company.
• The employee can join the scheme voluntarily.
• Employee is required to pay an initial contribution and
the remaining amount may be collected from the
employee in successive periods.
• There may be lock periods for the sale of such shares
Methods of Pricing a Public Issue
• There are two methods of pricing a public issue
• Fixed Price issue
• Book Building
1. Fixed Price Issue : The shares are offered at a fixed
price fixed by the company in consultation with
merchant banker. For example: Issue price is ₹. 50
per share
Methods of Pricing a Public Issue
2. Book Building: The method of offering shares by
providing a price range is called book building
method. For example: Issue price is ₹50 to 55.
• The lowest price in the price range is known as the Floor
price and the highest price in the price range is known as
Cap price. The applicant can quote any price within the
price range given.
• Based on the demand and supply of the shares, the final
price is fixed. The final price at which the allotment is
made is called Cut off price.
Three main parties in Stock Market (3 ‘i’s )
1. Issuers : Joint stock companies, Government, banks etc., who
issue securities such as shares, debentures, bonds etc., to raise
money
2. Investors : Retail, Non-institutional and Institutional investors
• Retail Individual investor (RII) – Resident, NRI and HUF who apply
for securities for less than 2 lacks.
• Non-Institutional investors – who apply for more than 2 lakhs
• Qualified Institutional Bidders (QIB) SEBI registered institutions such
as banks, FIIS, Mutual funds etc.
• Anchor Investor is a QIB who apply for 10 crores or more
3. Intermediaries: Entities Who Connect Investors with Issuers
Intermediaries in New Issue Market
• The intermediaries that function in the primary market are
• Merchant Bankers
• Book running lead managers
• Registrar and Transfer Agents (RTA)
• Underwriters
• Bankers to the issue
• Stock brokers
• Depository and Depository participants
• Debenture trustees
• Portfolio managers
• Primary Dealers
Merchant Bankers
• While making public issues, the issuer will appoint a
merchant banker to manage the issue.
• Merchant bankers are institutions who help issuers
for the management of all aspects of public issue.
• Their services include advising the issuer regarding
the pricing of the issue, preparation of the issue
document (prospectus), application for listing of
securities, advertising the issue, finalizing the
allotment etc.
Functions of Merchant Banker
1. Management of Public Issue:
Merchant bankers manages all aspects of the issue such as
• Advising the timing of issue, pricing of the issue etc.,
• Preparation of offer documents such as prospectus
• Filing of draft offer documents with SEBI
• Inviting applications
• Advertising the issue
• Allotment of shares
• Assistance for listing of shares etc.
2. Corporate advisory services:
Merchant bankers provides variety of advisory services
to their corporate clients that include
• Financial structuring – determination of the right debt
equity ratio
• Source of funds – helps to find cheaper source of funds
• Issue management – advising various aspects of the issue
• Project counselling – identification & evaluation of
projects
• Risk management
• Legal compliances etc.
3. Placement and distribution
Merchant bankers helps to distribute
•Equity shares
•Debentures and bonds
•Mutual fund products
•Fixed deposits
•Insurance products
•Money market instruments etc.
4. Underwriting:
•Underwriting is a service that guarantees to
buy securities if it is not subscribed by the
public.
•Under writer charges underwriting
commission to guarantee the subscription.
•Merchant bankers act as underwriters of
public issues.
5. Loan Syndication
• Loan syndication is a process of pooling loans
from multiple financial institutions to finance a
single project.
• Merchant bankers help corporate borrowers to
arrange loans from multiple borrowers for single
projects.
• They help to raise both rupee and foreign
currency loans
6. Other functions
•Portfolio management
•Brokerage services
•Services to public sector units
•Leasing services
•Money market operations
•Offshore financing etc.
Book running Lead Managers
• They are specialized merchant bankers
appointed by the company for
• Drafting issue document
• Compliance with requirement of SEBI
• Compliance with requirement of stock exchanges
• Compliance with other laws
• Finalizing the basis of allotment etc.
Registrar and Transfer Agents (RTA)
• Registrars are SEBI registered entities that provide services
relating to share registry maintenance and share transfer
activities.
• Their functions include
• Collecting the application from investors
• Maintain a record of applications and money received from investors in a
primary issue
• Assist company to determine the basis of allotement
• Management of the allotment process – send allotment letter, refund process
etc.
• Assist mutual fund companies in record maintenance
Underwriters
• Underwriter is an intermediary who guarantees
to buy agreed number of securities if it is not
subscribed by the public.
• Under writer charges underwriting commission
to guarantee the subscription.
• Merchant bankers, commercial banks,
developmental financial institutions etc., act as
underwriters.
Bankers to the Issue
• These are banks that are specifically appointed by the issuer for
managing the sale proceeds of the issue of securities.
• They are engaged in acceptance of applications (through ASBA
mechanism) along with application money from investors
• They are also responsible for the refund (unblocking) of
application money to unsuccessful applicants.
• Banks participating in ASBA mechanism is called Self Certified
Syndicate Banks (SCSB)
Stock Brokers
• Stock brokers are the trading members of stock
exchanges
• All secondary market transactions have to be
conducted through stock brokers.
• Trading account is opened with stock broker.
• Demat account can also be opened with stock brokers
if they are DP.
Depository & Depository Participants
• Depository is an organisation that holds financial securities in a
dematerialized form on behalf of the investors.
• India has only two depositories
• National Securities Depositories Ltd (NSDL)
• Central Depository Services Ltd (CDSL)
• To avail of the services of a depository, an investor has to open a
demat account with the Depository through a depository participant.
• Depository Participants are the members of depositories
• Investors approach DPs to open Demat account.
Stock exchange/Secondary market
• Securities issued by a company for the first time are offered to the
public in the primary market. Once the IPO is done and the stock
is listed, they are traded in the secondary market.
• It is a secondary market for second hand securities (securities
which have already issued through IPO or FPO).
• In the secondary market, one purchases securities from other
investors who willing to sell the same.
• It provide liquidity and marketability to stock market investment.
• Only the members (Brokers) can deal in. An investor can trade in
securities through the stock exchange with the help of SEBI’s
registered brokers only.
• There are four active stock exchanges in India.
Primary v/s Secondary Market : Key Differentiation
Features Primary Market Secondary Market
Definition Securities are issued for the Trading of already issued securities
first time to public
Also known as New Issue Market Post Issue Market
Type of Listed and unlisted Listed companies only
Primary market Secondary market
Company companies
Pricing Prices are determined by Prices are determined by market (demand
Issuer company and supply forces)
Key Merchant Bankers , RTAs Stock Brokers, CLEAING MEMBER,
Intermediaries AND DEPOSITORIES. DEPOSITORY PARTICIPANTS
Purpose To raise capital for Provide marketability and liquidity to
expansion, diversification, investors and traders in stock market.
etc.
Major Stock exchanges in India
No Name of Stock exchange Type
1 BSE Ltd (1875) Permanent
2 National Stock Exchange (1992) – Permanent
NSE Ltd
3 Calcutta Stock Exchange (1908) Permanent
4 Metropolitan Stock Exchange of ----------
India (2008)
Largest stock exchanges in the world
• New York Stock Exchange (USA)
• NASDAQ (USA)
• Japan Exchange group (Japan)
• Shanghai Stock Exchange (China)
• Euronext (EU)
• London Stock exchange (UK)
• Hong Kong Stock exchange (Hong Kong)
Bombay Stock Exchange
• Established in 9-7-1875 in the name of ‘Native
share and stock brokers association’
• Recognised by Indian Government in 1957.
• First stock exchange in Asia
• It is the exchange with largest listing in India.
• Located at Dalal street, Mumbai, Maharashtra.
• Started electronic trading (BOLT) in 1995
• Major index is BSE SENSEX (Index of 30 securities)
National Stock Exchange of India (NSE)
• Established in 1992
• Recognised as a stock exchange in 1993.
• First electronic exchange in India
• Set up by a group of leading financial institutions in
India & abroad.
• Electronic Trading system of NSE is known as NEAT
(National Exchange for Automated Trading)
• Key index of NSE is NIFTY FIFTY (Index of 50 stocks)
Functions of Stock exchanges
1. Marketability and Liquidity:
• The main function of stock market is to provide ready market for
sale and purchase of securities. The presence of stock exchanges
gives assurance to investors that their investment can be converted
into cash whenever they want.
2. Economic Barometer:
• A stock exchange is a reliable barometer to measure the economic
condition of a country. The rise or fall in the share prices and stock
indices indicates the boom or recession cycle of the economy.
Functions of Stock exchanges
3. Valuation or pricing of Securities:
• The stock market helps to value the securities on the basis of demand
and supply factors. The securities of profitable and growth oriented
companies are valued higher as there is more demand for such
securities. Valuation of securities helps creditors, investors and
government in performing their respective functions.
4. Safety of transactions:
• In stock market only the listed securities are traded. Listed companies
have to operate within the strict rules and regulations of exchanges
and SEBI. Therefore the transactions in stock exchanges are safe and
secure.
Functions of Stock exchanges
5. Contributor to Economic Growth:
• Investors will invest in primary market only if there is an active
secondary market. A well-functioning stock market is crucial to
economic development because it helps businesses to easily
acquire funds from the public.
6. Making the public aware of equity investment:
• Stock exchange helps in providing information about investing in
equity markets and to encourage people to invest in securities.
Functions of Stock exchanges
7. Offers scope for speculation:
• By permitting healthy speculation of the traded
securities, the stock exchange ensures liquidity
and marketability to the listed securities.
8. Spreading of Equity Cult (interest):
• Stock exchange encourages people to invest in
ownership securities by regulating trde and by
educating public about investment.
Functions of Stock exchanges
9. Better Capital Allocation:
• The shares of profit making companies are quoted at higher prices
and are actively traded so such companies can easily raise fresh
capital from stock market. The general public hesitates to invest in
securities of loss making companies. So stock exchange facilitates
allocation of investor’s fund to profitable channels.
10. Encourages investment and savings:
• The stock market offers attractive opportunities of investment in
various securities. These attractive opportunities encourage
people to save more and invest in securities rather than investing
in unproductive assets.
Listing of Securities
• Listing refers to include the securities of companies on the official list
of stock exchanges for trading.
• Only the shares of listed companies are traded through stock
exchanges.
• A company seeking listing of its securities is required to submit
application to the stock exchanges where it proposes to have its
securities listed.
• Listed companies are responsible to adhere the rules and regulations
of exchanges and SEBI.
Requirements for listing
• The issuer should be a company established by the Companies Act
1956/2013
• Listing requirements varies from exchange to exchange.
• Requirements include
• minimum paid up capital
• maximum paid up capital
• market capitalization
• profitable track record etc.
• Company has to make an application to the intended stock exchanges
before public issue.
Advantages of Listing
• Liquidity and marketability of shares
• Exit route for promoters and existing investors
• Increased trust of shareholders
• Easy transferability of shares
• Supervision and control of exchanges and regulator
• Fair price for securities
• Transparency (Timely disclosure of corporate information)
• Better image of the company
• Helps for fund raising in primary market
Methods of trading in Stock exchanges
On the basis of trading mechanism
• Manual trading
• Visit broker office
• Trade by call
• Trade by email
• Online trading
• Broker website
• Broker app
Methods of trading in Stock exchanges
On the basis of term of investment
• Intra-day trading
• Buying and selling on the same day.
• Speculative in nature
• Leverage is offered by the broker
• Trader uses technical analysis
• Swing trading
• Buying and selling for short periods (hold securities for few days)
• Delivery based trading
• Long term investment in securities
• Investor became the owner of the business
• Aim is wealth maximisation
Online trading