Securities Market (Basic) Module PDF

Securities Market (Basic) Module
NATIONAL STOCK EXCHANGE OF INDIA LIMITED

Test Details:
Sr. Name of Module Fees Test No. of Maximum Pass Certificate
No. (Rs.) Duration Questions Marks Marks Validity
(in minutes) (%) (in years)
1 Financial Markets: A Beginners’ Module * 1500 120 60 100 50 5
2 Mutual Funds : A Beginners’ Module 1500 120 60 100 50 5
3 Currency Derivatives: A Beginner’s Module 1500 120 60 100 50 5
4 Equity Derivatives: A Beginner’s Module 1500 120 60 100 50 5
5 Interest Rate Derivatives: A Beginner’s 1500 120 60 100 50 5
Module
6 Commercial Banking in India: A Beginner’s 1500 120 60 100 50 5
Module
7 Securities Market (Basic) Module 1500 105 60 100 60 5
8 Capital Market (Dealers) Module * 1500 105 60 100 50 5
9 Derivatives Market (Dealers) Module * 1500 120 60 100 60 3
10 FIMMDA-NSE Debt Market (Basic) Module 1500 120 60 100 60 5
11 Investment Analysis and Portfolio 1500 120 60 100 60 5
Management Module
12 NISM-Series-I: Currency Derivatives 1000 120 60 100 60 3
Certification Examination
13 NISM-Series-II-A: Registrars to an Issue and 1000 120 100 100 50 3
Share Transfer Agents –
Corporate Certification Examination
14 NISM-Series-II-B: Registrars to an Issue and 1000 120 100 100 50 3
Share Transfer Agents –
Mutual Fund Certification Examination
15 NISM-Series-IV: Interest Rate Derivatives 1000 120 100 100 60 3
16 NISM-Series-V-A: Mutual Fund Distributors 1000 120 100 100 50 3
Certification Examination *
17 NISM-Series-VI: Depository Operations 1000 120 100 100 60 3
18 NISM Series VII: Securities Operations and 1000 120 100 100 50 3
Risk Management Certification Examination
19 Certified Personal Financial Advisor (CPFA) 4000 120 80 100 60 3
Examination
20 NSDL–Depository Operations Module 1500 75 60 100 60 # 5
21 Commodities Market Module 1800 120 60 100 50 3
22 Surveillance in Stock Exchanges Module 1500 120 50 100 60 5
23 Corporate Governance Module 1500 90 100 100 60 5
24 Compliance Officers (Brokers) Module 1500 120 60 100 60 5
25 Compliance Officers (Corporates) Module 1500 120 60 100 60 5
Information Security Auditors Module 2250 120 90 100 60
(Part-1)
26 2
Information Security Auditors Module 2250 120 90 100 60
(Part-2)
27 Options Trading Strategies Module 1500 120 60 100 60 5
28 FPSB India Exam 1 to 4** 2000 per 120 75 140 60 NA
exam
29 Examination 5/Advanced Financial Planning 5000 240 30 100 50 NA
**
30 Equity Research Module ## 1500 120 65 100 55 2
31 Issue Management Module ## 1500 120 80 100 55 2
32 Market Risk Module ## 1500 120 50 100 55 2
33 Financial Modeling Module ### 1000 150 50 75 50 NA
* Candidates have the option to take the CMDM test in English, Gujarati or Hindi language. The workbook for the module is
presently available in ENGLISH.
* Candidates have the option to take the tests in English, Gujarati or Hindi languages.
# Candidates securing 80% or more marks in NSDL-Depository Operations Module ONLY will be certified as ‘Trainers’.
** Following are the modules of Financial Planning Standards Board India (Certified Financial Planner Certification)
- FPSB India Exam 1 to 4 i.e. (i) Risk Analysis & Insurance Planning (ii) Retirement Planning & Employee Benefits
(iii) Investment Planning and (iv) Tax Planning & Estate Planning
- Examination 5/Advanced Financial Planning
## Modules of Finitiatives Learning India Pvt. Ltd. (FLIP)
### Module of IMS Proschool
The curriculum for each of the modules (except Modules of Financial Planning Standards Board India, Finitiatives Learning India
Pvt. Ltd. and IMS Proschool) is available on our website: www.nseindia.com > NCFM > Curriculum & Study Material.
CONTENTS
CHAPTER 1: SECURITIES MARKET IN INDIA–AN OVERVIEW ............................... 11
1.1 INTRODUCTION ......................................................................................11
1.2 PRODUCTS, PARTICIPANTS AND FUNCTIONS ..................................................12
1.3 SECURITIES MARKET AND FINANCIAL SYSTEM ...............................................14
1.4 DERIVATIVES MARKET .................................................................................16
1.5 REGULATORY FRAMEWORK ..........................................................................17
1.5.1 Legislations ...................................................................................17
1.5.2 Rules Regulations and Regulators ....................................................19
1.5.3 Reforms Since 1990s......................................................................19
1.6 ROLE OF NSE IN INDIAN SECURITIES MARKET ...............................................31
CHAPTER 2: PRIMARY MARKET ............................................................................ 37
2.1 INTRODUCTION ......................................................................................37
2.2 MARKET DESIGN ......................................................................................37
2.2.1 SEBI Issue of Capital and Disclosure Requirements (ICDR)
Regulations 2009 ..........................................................................37
2.2.2 Merchant Banking ..........................................................................44
2.2.3 Credit Rating .................................................................................45
2.2.4 Demat Issues ................................................................................45
2.2.5 Private Placement ..........................................................................45
2.2.6 Virtual Debt Portal .........................................................................46
2.2.7 ADRs/GDRs ...................................................................................46
CHAPTER 3: SECONDARY MARKET ....................................................................... 49
3.1 INTRODUCTION ......................................................................................49
3.2 MARKET DESIGN ......................................................................................49
3.2.1 Stock Exchanges ...........................................................................49
3.2.2 Membership in NSE ........................................................................53
3.2.3 Listing of securities ........................................................................58
3.2.4 Delisting of Securities .....................................................................59
3.2.5 Listing of Securities on NSE .............................................................61
3.2.6 Dematerialisation...........................................................................64
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3.3 TRADING ......................................................................................65
3.3.1 Trading Mechanism ........................................................................65
3.3.2 Order Management ........................................................................74
3.3.3 Trade Management ........................................................................80
3.3.4 Auction ......................................................................................81
3.3.5 Internet Broking ............................................................................83
3.3.6 Wireless Application Protocol ...........................................................83
3.3.7 Trading Rules ................................................................................83
3.4 CLEARING AND SETTLEMENT ........................................................................87
3.4.1 Clearing and Settlement Mechanism .................................................87
3.4.2 Rolling Settlement .........................................................................94
3.5 RISK MANAGEMENT ....................................................................................99
3.5.1 Capital Adequacy Requirements .......................................................99
3.5.2 Margins ....................................................................................101
3.5.3 On-Line Exposure Monitoring ......................................................... 109
3.5.4 Off-line Monitoring .......................................................................109
3.5.5 Index-based Market-wide Circuit Breakers/ Price Bands for Securities . 109
3.5.6 Settlement Guarantee Mechanism .................................................. 110
3.5.7 Investor Protection Fund ...............................................................115
3.6 MARKET INDEX ....................................................................................116
3.6.1 Understanding the index number ................................................... 117
3.6.2 Understanding S&P CNX NIFTY ...................................................... 121
3.6.3 India Index Services & Products Ltd. (IISL) ..................................... 124
CHAPTER 4: GOVERNMENT SECURITIES MARKET .............................................. 127
4.1 INTRODUCTION TO INDIAN DEBT MARKETS ................................................. 127
4.1.1 Market Subgroups........................................................................129
4.1.2 Instruments ................................................................................130
4.1.3 Participants .................................................................................130
4.2 PRIMARY MARKET ....................................................................................133
4.2.1 Issuance Process-Government securities ......................................... 133
4.2.2 Issuance Process–Treasury Bills ..................................................... 136
4.2.3 Participants .................................................................................137
2
4.3 SECONDARY MARKET ................................................................................137
4.3.1 Trading of Government Securities on Stock Exchanges ..................... 137
4.3.2 Repo and Reverse Repo ................................................................139
4.3.3 Negotiated Dealing System ........................................................... 140
4.3.4 Wholesale Debt Market of NSE....................................................... 142
4.3.5 Clearing and Settlement ...............................................................148
4.3.6 Retail Debt Market .......................................................................153
4.3.7 Interest Rate Derivatives ..............................................................155
4.3.8 Zero Coupon Yield Curve ..............................................................156
4.3.9 FIMMDA-NSE MIBID/MIBOR .......................................................... 158
4.3.10 NSE-VaR System .........................................................................159
4.3.11 Bond Index .................................................................................159
CHAPTER 5: DERIVATIVES MARKET ................................................................... 163
5.1 DERIVATIVES ....................................................................................163
5.1.1 Introduction ................................................................................163
5.1.2 Products, participants and functions ............................................... 164
5.1.3 Types of Derivatives .....................................................................165
5.1.4 Derivatives Market in India ........................................................... 166
5.1.5 Membership of NSE ......................................................................166
5.2 FUTURES AND OPTIONS ............................................................................167
5.2.1 Forward Contract .........................................................................167
5.2.2 Futures ....................................................................................169
5.2.3 Options ....................................................................................170
5.2.4 Pricing of Derivatives....................................................................173
5.3 TRADING SYSTEM ....................................................................................176
5.3.1 Introduction ................................................................................176
5.3.2 Trading mechanism ......................................................................176
5.3.3 Adjustments for corporate actions .................................................. 181
5.3.4 Eligibility criteria for securities/indices traded in F&O ........................ 181
5.3.5 Products and Contract specifications ............................................... 183
5.4 CLEARING AND SETTLEMENT ......................................................................187
5.4.1 Introduction ................................................................................187
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5.4.2 Clearing mechanism .....................................................................188
5.4.3 Settlement mechanism .................................................................188
5.4.4 Risk management ........................................................................191
5.5 MARGINING SYSTEM .................................................................................193
5.5.1 SPAN approach of computing initial margins .................................... 193
5.5.2 Mechanics of SPAN .......................................................................194
5.5.3 Cross Margining ...........................................................................198
CHAPTER 6: REGULATORY FRAMEWORK ............................................................ 205
6.1 SECURITIES CONTRACTS (REGULATION) ACT, 1956 ...................................... 205
6.2 SECURITIES CONTRACTS (REGULATION) RULES, 1957 .................................. 209
6.3 SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992.............................. 209
6.4 SEBI (STOCK BROKERS & SUB-BROKERS) REGULATIONS, 1992 ...................... 213
6.5 SEBI (PROHIBITION OF INSIDER TRADING) REGULATIONS, 1992 ................... 220
6.6 SEBI (PROHIBITION OF FRAUDULENT AND UNFAIR TRADE PRACTICES
RELATING TO SECURITIES MARKETS) REGULATIONS, 2003 ............................ 225
6.7 THE DEPOSITORIES ACT, 1996 ...................................................................228
6.8 INDIAN CONTRACT ACT, 1872 ....................................................................230
6.9 THE COMPANIES ACT, 1956 ........................................................................232
6.10 GOVERNMENT SECURITIES ACT 2006 .......................................................... 236
6.11 INCOME TAX ACT, 1961 .............................................................................237
6.12 MONEY LAUNDERING ACT, 2002 .................................................................248
6.13 SECURITIES TRANSACTION TAX .................................................................249
CHAPTER 7 : MATHEMATICS AND STATISTICS ................................................... 258
7.1 MEASURES OF CENTRAL TENDENCY ............................................................258
7.1.1 Mean ....................................................................................258
7.1.2 The weighted Arithmetic mean. ..................................................... 258
7.1.3 Geometric Mean ..........................................................................258
7.1.4 Variance and Standard Deviation ................................................... 259
7.1.5 Coefficient of Variation .................................................................260
7.1.6 Covariance..................................................................................260
7.1.7 Coefficient of Correlation ..............................................................261
7.1.8 Normal Distribution ......................................................................261
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7.2 RETURN AND RISK ....................................................................................262
7.2.1 Return and Risk of a Single Asset ................................................... 262
7.2.2 Return and Risk of a portfolio ........................................................ 263
7.3 FUNDAMENTAL ANALYSIS...........................................................................267
7.3.1 Valuation of a Stock .....................................................................268
7.3.2 Economic Analysis .......................................................................269
7.3.3 Industry Analysis .........................................................................270
7.4 TECHNICAL ANALYSIS ...............................................................................271
7.4.1 Dow Theory ................................................................................271
7.4.2 Charts ....................................................................................273
7.5 FINANCIAL STATEMENT ANALYSIS ...............................................................273
7.5.1 Balance Sheet .............................................................................273
7.5.2 Profit and Loss Account ................................................................275
7.5.3 Ratio Analysi s.............................................................................275
5
List of Abbreviations
ADB Asian Development Bank

ADRs American Depository Receipts
AIFIs All India Financial Institutions
ALBM Automated Lending and Borrowing Mechanism
ALBRS Automated Lending and Borrowing under Rolling Settlement
AMC Asset Management Company
AMFI Association of Mutual Funds in India
ASC Accounting Standards Committee
ATM At-The-Money
ATSs Alternative Trading system
B2B Business-to-Business
BIFR Board for Industrial and Financial Reconstruction
BIS Bank for International Settlement
BLESS Borrowing and Lending Securities Scheme
BMC Base Minimum Capital
BSE The Stock Exchange, Mumbai
CBDT Central Board of Direct Taxes
CC Clearing Corporation
CCIL Clearing Corporation of India Limited
CDs Certificate of Deposits
CDSL Central Depository Services (India) Limited
CFM Carry Forward Margin
CFRS Carry Forward under Rolling Settlement
CH Clearing House
CIMC Collective Investment Management Company
CISs Collective Investment Schemes
CIVs Collective Investment Vehicles
CLF Collateralised Lending Facility
CM Clearing Member
CM Segment Capital Market Segment of NSE
CMIE Centre for Monitoring Indian Economy
COSI Committee on Settlement Issues
COTI Committee of Trade Issues
CP Custodial Participant
CPs Commercial Papers
CRAs Credit Rating Agencies
CRISIL Credit Rating Information Services of India Limited
CRR Cash Reserve Ratio
CSD Collateral Security Deposit
CSE Calcutta Stock Exchange
DCA Department of Company Affairs
DDBs Deep Discount Bonds
DEA Department of Economic Affairs
6
DFIs Development Financial Institutions

DNS Deferred Net Settlement
DPs Depository Participants
DRR Debenture Redemption Reserve
DSCE Debt Securities Convertible into Equity
DvP Delivery versus Payment
ECB Euro Commercial Borrowings
ECNS Electronic communication Networks
EDGAR Electronic Data Gathering, Analysis and Retrieval
EDIFAR Electronic Data Information Filing and Retrieval
EFT Electronic Fund Transfer
ELSS Equity Linked Saving Schemes
EPS Earning Per Share
ETFs Exchange Traded Funds
F&O Futures and Options
F&O Futures and Options
FCCBs Foreign Currency Convertible Bonds
FDI Foreign Direct Investment
FDRs Foreign Deposit Receipts
FDs Fixed Deposits
FIBV International World Federation of Stock Exchanges
FIIs Foreign Institutional Investors
FIMMDA Fixed Income Money Markets and Derivatives Association
FIs Financial Institutions
FRAs Forward Rate Agreements
FVCIs Foreign Venture Capital Investors
GDP Gross Domestic Product
GDRs Global Deposit Receipts
GDS Gross Domestic Savings
GNP Gross National Product
GOI Government of India
G-Sec Government Securities
i-BEX ICICI Securities Bond Index
IBRD International Bank for Reconstruction and Development
ICAI Institute of Chartered Accountants of India
ICDR Issue of Capital and Disclosure Requirements
ICICI Industrial Credit and Investment Corporation of India Limited.
ICSE Inter-Connected Stock Exchange of India Limited
IDBI Industrial Development Bank of India
IFC International Finance Corporation
IFSD Interest Free Security Deposit
7
IIM Indian Institute of Management

IISL India Index Services and Products Limited
IOC Immediate or Cancel
IOSCO International Organisation of Securities Commission
IPF Investor Protection Fund
IPO Initial Public Offer
IRDA Insurance Regulatory and Development Authority
IRS Interest Rate Swap
ISIN International Securities Identification Number
ISSA International Securities Services Association
IT Information Technology
ITM In-The-Money
LAF Liquidity Adjustment Facility
LIC Life Insurance Corporation of India Limited
MCFS Modified Carry Forward System
MFs Mutual Funds
MFSS Mutual Fund Service System
MIBID Mumbai Inter-bank Bid Rate
MIBOR Mumbai Inter-bank Offer Rate
MMMF Money Market Mutual Fund
MNCs Multi National Companies
MOU Memorandum of Understanding
MTM Mark-To-Market
NASDAQ National Association of Securities Dealers Automated Quotation System
NAV Net Asset Value
NBFCs Non-Banking Financial Companies
NCAER National Council for Applied Economic Research
NCDs Non-convertible Debentures
NCDS Non-convertible Debt Securities
NCFM NSE’s Certification in Financial Markets
NDS Negotiatied Dealing System
NEAT National Stock Exchange Automated Trading
NGOs Non Government Organisations
NIBIS NSE’s Internet-based Information System
NIC National Informatics Centre
NPAs Non Performing Assets
NRIs Non Resident Indians
NSCCL National Securities Clearing Corporation of India Limited
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
OCBs Overseas Corporate Bodies
OECLOB Open Electronic Consolidated Limit Order Book
OIS Overnight Index Swaps
8
ORS Order Routing System

OTC Over the Counter
OTCEI Over the Counter Exchange of India Limited
OTM Out-of the-Money
P/E ratio Price Earning Ratio
PAN Permanent Account Number
PCM Professional Clearing Member
PDAI Primary Dealers Association of India
PDO Public Debt Office
PDs Primary Dealers
PRI Principal Return Index
PRISM Parallel Risk Management System
PSUs Public Sector Undertakings
PV Present Value
QIBs Qualified Institutional Buyers
RBI Reserve Bank of India
ROCs Registrar of Companies
RTGS Real time Gross Settlement
S&P Standard and Poor’s
SAT Securities Appellate Tribunal
SC(R)A Securities Contracts (Regulation) Act, 1956
SC(R)R Securities Contracts (Regulation) Rules, 1957
SCMRD Society for Capital Market Research and Development
SDs Satellite Dealers
SEBI Securities and Exchange Board of India
SEC Securities Exchange Commission
SGF Settlement Guarantee Fund
SGL Subsidiary General Ledger
SGX-DT The Singapore Exchange Derivatives Trading Limited
SIPC Securities Investor Protection Corporation
SLR Statutory Liquidity Ratio
SPAN Standard Portfolio Analysis of Risks
SPV Special Purpose Vehicle
SROs Self Regulatory Organisations
SSS Securities Settlement System
STP Straight Through Processing
STRIPS Separate Trading of Registered Interest and Principal of Securities
SUS 99 Special Unit Scheme 99
T-Bills Treasury Bills
TDS Tax Deducted at Source
TM Trading Member
TRI Total Return Index
UTI Unit Trust of India
9
VaR Value at Risk
VCFs Venture Capital Funds
VCUs Venture Capital Undertakings
VSAT Very Small Aperture Terminal
WAN Wide Area Network
WAP Wireless Application Protocol
WDM Wholesale Debt Market Segment of NSE
YTM Yield to Maturity
ZCYC Zero Coupon Yield Curve
Distribution of weights in the Securities Market (Basic) Module Curriculum
Chapter Title Weights (%)

1 Securities Market in India – An Overview 12
2 Primary Market 12
3 Secondary Market 20
4 Government Securities Market 12
5 Derivatives Market 20
6 Regulatory Framework 12
7 Mathematics and Statistics 12
Note: Candidates are advised to refer to NSE’s website: www.nseindia.com while preparing
for NCFM test(s) for announcements pertaining to revisions/updations in NCFM modules or
launch of new modules, if any.
Copyright © 2011 by National Stock Exchange of India Ltd. (NSE)

Exchange Plaza, Bandra Kurla Complex,
Bandra (East), Mumbai 400 051 INDIA
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are the property of NSE. This book or any part thereof should not be copied, reproduced,
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by any means, electronic, mechanical, photocopying, recording or otherwise.
10
CHAPTER 1: SECURITIES MARKET IN
INDIA–AN OVERVIEW
1.1 INTRODUCTION
The securities markets in India have witnessed several policy initiatives, which has refined
the market micro-structure, modernised operations and broadened investment choices for
the investors. The irregularities in the securities transactions in the last quarter of 2000-01,
hastened the introduction and implementation of several reforms. While a Joint Parliamentary
Committee was constituted to go into the irregularities and manipulations in all their
ramifications in all transactions relating to securities, decisions were taken to complete the
process of demutualisation and corporatisation of stock exchanges to separate ownership,
management and trading rights on stock exchanges and to effect legislative changes for
investor protection, and to enhance the effectiveness of SEBI as the capital market regulator.
Rolling settlement on T+5 basis was introduced in respect of most active 251 securities from
July 2, 2001 and in respect of balance securities from 31st December 2001. Rolling settlement
on T+3 basis commenced for all listed securities from April 1, 2002 and subsequently on T+2
basis from April 1, 2003.
The derivatives trading on the NSE commenced with the S&P CNX Nifty Index Futures on June
12, 2000. The trading in index options commenced on June 4, 2001 and trading in options
on individual securities commenced on July 2, 2001. Single stock futures were launched on
November 9, 2001. Due to rapid changes in volatility in the securities market from time to
time, there was a need felt for a measure of market volatility in the form of an index that
would help the market participants. NSE launched the India VIX, a volatility index based on
the S&P CNX Nifty Index Option prices. Volatility Index is a measure of market’s expectation
of volatility over the near term.
The Indian stock market regulator, Securities & Exchange Board of India (SEBI) allowed
the direct market access (DMA) facility to investors in India on April 3, 2008. To begin with,
DMA was extended to the institutional investors. In addition to the DMA facility, SEBI also
decided to permit all classes of investors to short sell and the facility for securities lending and
borrowing scheme was operationalised on April 21, 2008.
The Debt markets in India have also witnessed a series of reforms, beginning in the year
2001-02 which was quite eventful for debt markets in India, with implementation of several
important decisions like setting up of a clearing corporation for government securities, a
negotiated dealing system to facilitate transparent electronic bidding in auctions and secondary
market transactions on a real time basis and dematerialisation of debt instruments. Further,
there was adoption of modified Delivery-versus-Payment mode of settlement (DvP III in March
2004). The settlement system for transaction in government securities was standardized to
11
T+1 cycle on May 11, 2005. To provide banks and other institutions with a more advanced
and more efficient trading platform, an anonymous order matching trading platform (NDS-
OM) was introduced in August 2005. Short sale was permitted in G-secs in 2006 to provide an
opportunity to market participants to manage their interest rate risk more effectively and to
improve liquidity in the market. ‘When issued’ (WI) trading in Central Government Securities
was introduced in 2006.
As a result of the gradual reform process undertaken over the years, the Indian G-Sec market
has become increasingly broad-based and characterized by an efficient auction process, an
active secondary market, electronic trading and settlement technology that ensures safe
settlement with Straight through Processing (STP).
This chapter, however, takes a review of the stock market developments since 1990. These
developments in the securities market, which support corporate initiatives, finance the
exploitation of new ideas and facilitate management of financial risks, hold out necessary
impetus for growth, development and strength of the emerging market economy of India.
1.2 PRODUCTS, PARTICIPANTS AND FUNCTIONS

Transfer of resources from those with idle resources to others who have a productive
need for them is perhaps most efficiently achieved through the securities markets. Stated
formally, securities markets provide channels for reallocation of savings to investments and
entrepreneurship and thereby decouple these two activities. As a result, the savers and investors
are not constrained by their individual abilities, but by the economy’s abilities to invest and
save respectively, which inevitably enhances savings and investment in the economy.
Savings are linked to investments by a variety of intermediaries through a range of complex

financial products called “securities” which is defined in the Securities Contracts (Regulation)
Act, 1956 to include:
(1) shares, scrips, stocks, bonds, debentures, debenture stock or other marketable
securities of a like nature in or of any incorporated company or body corporate;
(a) derivatives;
(b) units of any other instrument issued by any collective investment scheme to the
investors in such schemes;
(c) security receipt as defined in clause (zg) of section 2 of the Securitisation and
Reconstruction of Financial Assets and Enforcement of Security Interest Act,
2002;
(d) units or any other such instrument issued to the investors under any mutual
fund scheme;
(e) any certificate or instrument (by whatever name called), issued to an investor
by any issuer being a special purpose distinct entity which possesses any debt or
receivable, including mortagage debt, assigned to such entity, and acknowledging
12
beneficial interest of such investor in such debt or receivable, including mortgage
debt, as the case may be;
(2) government securities,
(a) such other instruments as may be declared by the Central Government to be

securities; and
(3) rights or interest in securities.
There are a set of economic units who demand securities in lieu of funds and others who supply
securities for funds. These demand for and supply of securities and funds determine, under
competitive market conditions in both goods and securities market, the prices of securities
which reflect the present value of future prospects of the issuer, adjusted for risks and also
prices of funds.
It is not that the users and suppliers of funds meet each other and exchange funds for securities.
It is difficult to accomplish such double coincidence of wants. The amount of funds supplied
by the supplier may not be the amount needed by the user. Similarly, the risk, liquidity and
maturity characteristics of the securities issued by the issuer may not match preference of the
supplier. In such cases, they incur substantial search costs to find each other. Search costs
are minimised by the intermediaries who match and bring the suppliers and users of funds
together. These intermediaries may act as agents to match the needs of users and suppliers
of funds for a commission, help suppliers and users in creation and sale of securities for a
fee or buy the securities issued by users and in turn, sell their own securities to suppliers to
book profit. It is, thus, a misnomer that securities market disintermediates by establishing a
direct relationship between the savers and the users of funds. The market does not work in a
vacuum; it requires services of a large variety of intermediaries. The disintermediation in the
securities market is in fact an intermediation with a difference; it is a risk-less intermediation,
where the ultimate risks are borne by the savers and not the intermediaries. A large variety
and number of intermediaries provide intermediation services in the Indian securities market
as may be seen from Table 1.1.
Table 1.1: Market Participants in Securities Market
Market Participants Number as on March 31

2007 2008 2009 2010
Securities Appellate Tribunal 1 1 1 1
Regulators* 4 4 4 4
Depositories 2 2 2 2
Stock Exchanges
With Equities Trading 21 19 20 20
With Debt Market Segment 2 2 2 2
With Derivative Trading 2 2 2 2
With Currency Derivatives N.A. N.A. 3 3
13
Market Participants Number as on March 31
2007 2008 2009 2010
Brokers 9,443 9,487 9,628 9,772
Corporate Brokers 4,110 4,183 4,308 4,424
Sub-brokers 27,541 44,073 60,947 75,577
FIIs 996 1,319 1626 1713
Portfolio Managers 158 205 232 243
Custodians 15 15 16 17
Primary Dealers 17 16 18 20
Merchant Bankers 152 155 134 164
Bankers to an Issue 47 50 51 48
Debenture Trustees 30 28 30 30
Underwriters 45 35 19 5
Venture Capital Funds 90 106 132 158
Foreign Venture Capital Investors 78 97 129 143
Mutual Funds 40 40 44 47
Collective Investment Schemes 0 0 1 1
* DCA, DEA, RBI & SEBI.
The securities market, thus, has essentially three categories of participants, namely the issuers
of securities, investors in securities and the intermediaries. The issuers and investors are the
consumers of services rendered by the intermediaries while the investors are consumers (they
subscribe for and trade in securities) of securities issued by issuers. In pursuit of providing a
product to meet the needs of each investor and issuer, the intermediaries churn out more and
more complicated products. They educate and guide them in their dealings and bring them
together. Those who receive funds in exchange for securities and those who receive securities
in exchange for funds often need the reassurance that it is safe to do so. This reassurance is
provided by the law and by custom, often enforced by the regulator. The regulator develops
fair market practices and regulates the conduct of issuers of securities and the intermediaries
so as to protect the interests of suppliers of funds. The regulator ensures a high standard of
service from intermediaries and supply of quality securities and non-manipulated demand for
them in the market.
1.3 SECURITIES MARKET AND FINANCIAL SYSTEM

The securities market has two interdependent and inseparable segments, the new issues
(primary market) and the stock (secondary) market.
PRIMARY MARKET
The primary market provides the channel for sale of new securities. Primary market provides
opportunity to issuers of securities; government as well as corporates, to raise resources to
meet their requirements of investment and/or discharge some obligation.
They may issue the securities at face value, or at a discount/premium and these securities
14
may take a variety of forms such as equity, debt etc. They may issue the securities in domestic
market and/or international market.
The primary market issuance is done either through public issues or private placement. A public
issue does not limit any entity in investing while in private placement, the issuance is done to
select people. In terms of the Companies Act, 1956, an issue becomes public if it results in
allotment to more than 50 persons. This means an issue resulting in allotment to less than 50
persons is private placement. There are two major types of issuers who issue securities. The
corporate entities issue mainly debt and equity instruments (shares, debentures, etc.), while
the governments (central and state governments) issue debt securities (dated securities,
treasury bills).
The price signals, which subsume all information about the issuer and his business including
associated risk, generated in the secondary market, help the primary market in allocation of
funds.
SECONDARY MARKET
Secondary market refers to a market where securities are traded after being initially offered
to the public in the primary market and/or listed on the Stock Exchange. Majority of the
trading is done in the secondary market. Secondary market comprises of equity markets and
the debt markets.
The secondary market enables participants who hold securities to adjust their holdings in
response to changes in their assessment of risk and return. They also sell securities for cash
to meet their liquidity needs. The secondary market has further two components, namely the
over-the-counter (OTC) market and the exchange-traded market. OTC is different from the
market place provided by the Over The Counter Exchange of India Limited. OTC markets are
essentially informal markets where trades are negotiated. Most of the trades in government
securities are in the OTC market. All the spot trades where securities are traded for immediate
delivery and payment take place in the OTC market. The exchanges do not provide facility
for spot trades in a strict sense. Closest to spot market is the cash market where settlement
takes place after some time. Trades taking place over a trading cycle, i.e. a day under rolling
settlement, are settled together after a certain time (currently 2 working days). Trades
executed on the National Stock Exchange of India Limited (NSE) are cleared and settled by
a clearing corporation which provides novation and settlement guarantee. Nearly 100% of
the trades settled by delivery are settled in demat form. NSE also provides a formal trading
platform for trading of a wide range of debt securities including government securities.
A variant of secondary market is the forward market, where securities are traded for future
delivery and payment. Pure forward is out side the formal market. The versions of forward in
formal market are futures and options. In futures market, standardised securities are traded
for future delivery and settlement. These futures can be on a basket of securities like an
15
index or an individual security. In case of options, securities are traded for conditional future
delivery. There are two types of options–a put option permits the owner to sell a security
to the writer of options at a predetermined price while a call option permits the owner to
purchase a security from the writer of the option at a predetermined price. These options can
also be on individual stocks or basket of stocks like index. Two exchanges, namely NSE and
the Bombay Stock Exchange, (BSE) provide trading of derivatives of securities.
The past few years in many ways have been remarkable for securities market in India. It
has grown exponentially as measured in terms of amount raised from the market, number of
stock exchanges and other intermediaries, the number of listed stocks, market capitalisation,
trading volumes and turnover on stock exchanges, and investor population. Along with this
growth, the profiles of the investors, issuers and intermediaries have changed significantly.
The market has witnessed fundamental institutional changes resulting in drastic reduction in
transaction costs and significant improvements in efficiency, transparency and safety.
Reforms in the securities market, particularly the establishment and empowerment of SEBI,
market determined allocation of resources, screen based nation-wide trading, dematerialisation
and electronic transfer of securities, rolling settlement and ban on deferral products,
sophisticated risk management and derivatives trading, have greatly improved the regulatory
framework and efficiency of trading and settlement. Indian market is now comparable to
many developed markets in terms of a number of qualitative parameters.
Stock Market Indicators:
The most commonly used indicator of stock market development is the size of the market
measured by stock market capitalization (the value of listed shares on the country’s exchanges)
to GDP ratio. This ratio has improved significantly in India in recent years. At the end of year
2001, the market capitalization ratio stood at 23.1 and this has significantly increased to
114.57 % at end of December 2010.
Similarly, the liquidity of the market can be gauged by the turnover ratio which equals the total
value of shares traded on a country’s stock exchange divided by stock market capitalization.
Turnover Ratio is a widely used measure of trading activity and measures trading relative to
the size of the market.
As per the Standard and Poor’s Global Stock Market Fact Book 2007, India ranked 11th in
terms of Market Capitalisation and 11th in terms of total traded value in stock exchanges.
1.4 DERIVATIVES MARKET
Trading in derivatives of securities commenced in June 2000 with the enactment of enabling
legislation in early 2000. Derivatives are formally defined to include: (a) a security derived
from a debt instrument, share, loan whether secured or unsecured, risk instrument or contract
for differences or any other form of security, and (b) a contract which derives its value from
16
the prices, or index of prices, or underlying securities. Derivatives trading in India are legal
and valid only if such contracts are traded on a recognised stock exchange, thus precluding
OTC derivatives.
Derivatives trading commenced in India in June 2000 after SEBI granted the approval to
this effect in May 2000. SEBI permitted the derivative segment of two stock exchanges, i.e.
NSE and BSE, and their clearing house/corporation to commence trading and settlement in
approved derivative contracts.
To begin with, SEBI approved trading in index futures contracts based on S&P CNX Nifty Index
and BSE-30 (Sensex) Index. This was followed by approval for trading in options based on
these two indices and options on individual securities. The derivatives trading on the NSE
commenced with S&P CNX Nifty Index futures on June 12, 2000. The trading in S&P CNX Nifty
Index options commenced on June 4, 2001 and trading in options on individual securities
commenced on July 2, 2001. Single stock futures were launched on November 9, 2001. In
June 2003, SEBI-RBI approved the trading on interest rate derivative instruments.
The Mini derivative Futures & Options contract on S&P CNX Nifty was introduced for trading
on January 1, 2008 while the long term option contracts on S&P CNX Nifty were introduced
for trading on March 3, 2008.
1.5 REGULATORY FRAMEWORK

The five main legislations governing the securities market are: (a) the SEBI Act, 1992 which
established SEBI to protect investors and develop and regulate securities market; (b) the
Companies Act, 1956, which sets out the code of conduct for the corporate sector in relation
to issue, allotment and transfer of securities, and disclosures to be made in public issues; (c)
the Securities Contracts (Regulation) Act, 1956, which provides for regulation of transactions
in securities through control over stock exchanges; (d) the Depositories Act, 1996 which
provides for electronic maintenance and transfer of ownership of demat securities; and (e)
the Prevention of Money Laundering Act, 2002 which prevents money laundering and provides
for confiscation of property derived from or involved in money laundering.
1.5.1 Legislations
Capital Issues (Control) Act, 1947: The Act had its origin during the war in 1943 when
the objective was to channel resources to support the war effort. It was retained with some
modifications as a means of controlling the raising of capital by companies and to ensure that
national resources were channelled into proper lines, i.e. for desirable purposes to serve goals
and priorities of the government, and to protect the interests of investors. Under the Act, any
firm wishing to issue securities had to obtain approval from the Central Government, which
also determined the amount, type and price of the issue. As a part of the liberalisation process,
the Act was repealed in 1992 paving way for market determined allocation of resources.
17
SEBI Act, 1992: The SEBI Act, 1992 was enacted to empower SEBI with statutory powers
for (a) protecting the interests of investors in securities, (b) promoting the development of
the securities market, and (c) regulating the securities market. Its regulatory jurisdiction
extends over corporates in the issuance of capital and transfer of securities, in addition to
all intermediaries and persons associated with securities market. It can conduct enquiries,
audits and inspection of all concerned and adjudicate offences under the Act. It has powers to
register and regulate all market intermediaries and also to penalise them in case of violations
of the provisions of the Act, Rules and Regulations made there under. SEBI has full autonomy
and authority to regulate and develop an orderly securities market.
Securities Contracts (Regulation) Act, 1956: It provides for direct and indirect control of
virtually all aspects of securities trading and the running of stock exchanges and aims to prevent
undesirable transactions in securities. It gives Central Government regulatory jurisdiction over
(a) stock exchanges through a process of recognition and continued supervision, (b) contracts
in securities, and (c) listing of securities on stock exchanges. As a condition of recognition,
a stock exchange complies with conditions prescribed by Central Government. Organised
trading activity in securities takes place on a specified recognised stock exchange. The stock
exchanges determine their own listing regulations which have to conform to the minimum
listing criteria set out in the Rules.
Depositories Act, 1996: The Depositories Act, 1996 provides for the establishment of
depositories in securities with the objective of ensuring free transferability of securities with
speed, accuracy and security by (a) making securities of public limited companies freely
transferable subject to certain exceptions; (b) dematerialising the securities in the depository
mode; and (c) providing for maintenance of ownership records in a book entry form. In order
to streamline the settlement process, the Act envisages transfer of ownership of securities
electronically by book entry without making the securities move from person to person. The
Act has made the securities of all public limited companies freely transferable, restricting the
company’s right to use discretion in effecting the transfer of securities, and the transfer deed
and other procedural requirements under the Companies Act have been dispensed with.
Companies Act, 1956: It deals with issue, allotment and transfer of securities and various
aspects relating to company management. It provides for standard of disclosure in public
issues of capital, particularly in the fields of company management and projects, information
about other listed companies under the same management, and management perception
of risk factors. It also regulates underwriting, the use of premium and discounts on issues,
rights and bonus issues, payment of interest and dividends, supply of annual report and other
information.
Prevention of Money Laundering Act, 2002: The primary objective of the Act is to prevent
money-laundering and to provide for confiscation of property derived from or involved in
money-laundering. The term money-laundering is defined as whoever acquires, owns, possess
or transfers any proceeds of crime; or knowingly enters into any transaction which is related
18
to proceeds of crime either directly or indirectly or conceals or aids in the concealment of
the proceeds or gains of crime within India or outside India commits the offence of money-
laundering. Besides providing punishment for the offence of money-laundering, the Act also
provides other measures for prevention of Money Laundering. The Act also casts an obligation
on the intermediaries, banking companies etc to furnish information, of such prescribed
transactions to the Financial Intelligence Unit- India, to appoint a principal officer, to maintain
certain records etc.
1.5.2 Rules Regulations and Regulators
The Government has framed rules under the SCRA, SEBI Act and the Depositories Act. SEBI has
framed regulations under the SEBI Act and the Depositories Act for registration and regulation
of all market intermediaries, and for prevention of unfair trade practices, insider trading, etc.
Under these Acts, Government and SEBI issue notifications, guidelines, and circulars which
need to be complied with by market participants. The SROs like stock exchanges have also
laid down their rules and regulations.
The absence of conditions of perfect competition in the securities market makes the role of
regulator extremely important. The regulator ensures that the market participants behave
in a desired manner so that securities market continues to be a major source of finance for
corporate and government and the interest of investors are protected.
The responsibility for regulating the securities market is shared by Department of Economic
Affairs (DEA), Department of Company Affairs (DCA), Reserve Bank of India (RBI) and SEBI.
The orders of SEBI under the securities laws are appellable before a Securities Appellate
Tribunal (SAT)l.
Most of the powers under the SCRA are exercisable by DEA while a few others by SEBI. The
powers of the DEA under the SCRA are also con-currently exercised by SEBI. The powers in
respect of the contracts for sale and purchase of securities, gold related securities, money
market securities and securities derived from these securities and ready forward contracts
in debt securities are exercised concurrently by RBI. The SEBI Act and the Depositories
Act are mostly administered by SEBI. The rules under the securities laws are framed by
government and regulations by SEBI. All these are administered by SEBI. The powers under
the Companies Act relating to issue and transfer of securities and non-payment of dividend
are administered by SEBI in case of listed public companies and public companies proposing
to get their securities listed. The SROs ensure compliance with their own rules as well as with
the rules relevant for them under the securities laws.
1.5.3 Reforms Since 1990s
Corporate Securities Market
With the objectives of improving market efficiency, enhancing transparency, preventing unfair
19
trade practices and bringing the Indian market up to international standards, a package of
reforms consisting of measures to liberalise, regulate and develop the securities market was
introduced. The practice of allocation of resources among different competing entities as
well as its terms by a central authority was discontinued. The issuers complying with the
eligibility criteria were allowed freedom to issue the securities at market determined rates.
The secondary market overcame the geographical barriers by moving to screen based trading.
Trades enjoyed counter-party guarantee. The trading cycle shortened to a day and trades
are settled within 2 working days, while all deferral products were banned. Physical security
certificates almost disappeared. A variety of derivative products were permitted. The following
paragraphs discuss the principal reform measures undertaken since 1992.
SEBI Act, 1992: It created a regulator (SEBI), empowered it adequately and assigned it with
the responsibility for (a) protecting the interests of investors in securities, (b) promoting the
development of the securities market, and (c) regulating the securities market. Its regulatory
jurisdiction extends over corporates in the issuance of capital and transfer of securities,
in addition to all intermediaries and persons associated with securities market. All market
intermediaries are registered and regulated by SEBI. They are also required to appoint a
compliance officer who is responsible for monitoring compliance with securities laws and
for redressal of investor grievances. The courts have upheld the powers of SEBI to impose
monetary penalties and to levy fees from market intermediaries.
Enactment of SEBI Act is the first attempt towards integrated regulation of the securities
market. SEBI was given full authority and jurisdiction over the securities market under the
Act, and was given concurrent/delegated powers for various provisions under the Companies
Act and the SC(R)A. Many provisions in the Companies Act having a bearing on securities
market are administered by SEBI. The Depositories Act, 1996 is also administered by SEBI.
SEBI Issue of Capital and Disclosure Requirements (ICDR) Regulations 2009
The SEBI (Issue of Capital and Disclosure Requirements) Regulation, 2009. are applicable
for public issue; rights issue, preferential issue; an issue of bonus shares by a listed issuer;
qualified institutions placement by a listed issuer and issue of Indian Depository Receipts.
The issuer should appoint one or more merchant bankers, at least one of whom should be
a lead merchant banker. The issuer should also appoint other intermediaries, in consultation
with the lead merchant banker, to carry out the obligations relating to the issue. The issuer
should in consultation with the lead merchant banker, appoint only those intermediaries which
are registered with SEBI. Where the issue is managed by more than one merchant banker,
the rights, obligations and responsibilities, relating inter alia to disclosures, allotment, refund
and underwriting obligations, if any, of each merchant banker should be predetermined and
disclosed in the offer document. The issuer determines the price of the equity shares and
convertible securities in consultation with the lead merchant banker or through the book
building process. In case of debt instruments, the issuer determines the coupon rate and
20
conversion price of the convertible debt instruments in consultation with the lead merchant
banker or through the book building process.
Screen Based Trading: The trading on stock exchanges in India used to take place through
open outcry without use of information technology for immediate matching or recording of
trades. This was time consuming and inefficient. This imposed limits on trading volumes and
efficiency. In order to provide efficiency, liquidity and transparency, NSE introduced a nation-
wide on-line fully-automated screen based trading system (SBTS) where a member can punch
into the computer quantities of securities and the prices at which he likes to transact and the
transaction is executed as soon as it finds a matching sale or buy order from a counter party.
SBTS electronically matches orders on a strict price/time priority and hence cuts down on time,
cost and risk of error, as well as on fraud resulting in improved operational efficiency. It allows
faster incorporation of price sensitive information into prevailing prices, thus increasing the
informational efficiency of markets. It enables market participants to see the full market on
real-time, making the market transparent. It allows a large number of participants, irrespective
of their geographical locations, to trade with one another simultaneously, improving the depth
and liquidity of the market. It provides full anonymity by accepting orders, big or small, from
members without revealing their identity, thus providing equal access to everybody. It also
provides a perfect audit trail, which helps to resolve disputes by logging in the trade execution
process in entirety. This diverted liquidity from other exchanges and in the very first year of its
operation, NSE became the leading stock exchange in the country, impacting the fortunes of
other exchanges and forcing them to adopt SBTS also. As a result, manual trading disappeared
from India. Technology was used to carry the trading platform to the premises of brokers.
NSE carried the trading platform further to the PCs in the residences of investors through
the Internet and to hand-held devices through WAP for convenience of mobile investors. This
made a huge difference in terms of equal access to investors in a geographically vast country
like India.
Trading Cycle: The trades accumulated over a trading cycle and at the end of the cycle,
these were clubbed together, and positions were netted out and payment of cash and delivery
of securities settled the balance. This trading cycle varied from 14 days for specified securities
to 30 days for others and settlement took another fortnight. Often this cycle was not adhered
to. Many things could happen between entering into a trade and its performance providing
incentives for either of the parties to go back on its promise. This had on several occasions
led to defaults and risks in settlement. In order to reduce large open positions, the trading
cycle was reduced over a period of time to a week. The exchanges, however, continued to
have different weekly trading cycles, which enabled shifting of positions from one exchange to
another. Rolling settlement on T+5 basis was introduced in respect of specified scrips reducing
the trading cycle to one day. It was made mandatory for all exchanges to follow a uniform
weekly trading cycle in respect of scrips not under rolling settlement. All scrips moved to
rolling settlement from December 2001. T+5 gave way to T+3 from April 2002 and T+2 since
April 2003. The market also had a variety of deferral products like modified carry forward
21
system, which encouraged leveraged trading by enabling postponement of settlement. The
deferral products have been banned. The market has moved close to spot/cash market.
Derivatives Trading: To assist market participants to manage risks better through hedging,
speculation and arbitrage, SC(R)A was amended in 1995 to lift the ban on options in
securities. However, trading in derivatives did not take off, as there was no suitable legal
and regulatory framework to govern these trades. Besides, it needed a lot of preparatory
work- the underlying cash markets strengthened with the assistance of the automation of
trading and of the settlement system; the exchanges developed adequate infrastructure and
the information systems required to implement trading discipline in derivative instruments.
The SC(R)A was amended further in December 1999 to expand the definition of securities
to include derivatives so that the whole regulatory framework governing trading of securities
could apply to trading of derivatives also. A three-decade old ban on forward trading, which
had lost its relevance and was hindering introduction of derivatives trading, was withdrawn
and derivatives trading took off in June 2000. The Mini derivative Futures & Options contract
was introduced for trading on S&P CNX Nifty on January 1, 2008 while the long term option
contracts on S&P CNX Nifty were introduced for trading on March 3, 2008.
Demutualisation: Historically, brokers owned, controlled and managed stock exchanges. In

case of disputes, the self often got precedence over regulations leading inevitably to conflict
of interest. The regulators, therefore, focused on reducing dominance of members in the
management of stock exchanges and advised them to reconstitute their governing councils to
provide for at least 50% non-broker representation. This did not materially alter the situation.
In face of extreme volatility in the securities market, Government proposed in March 2001 to
corporatise the stock exchanges by which ownership, management and trading membership
would be segregated from one another. Government offered a variety of tax incentives to
facilitate corporatisation and demutualization of stock exchanges.
NSE, however, adopted a pure demutualised governance structure where ownership,

management and trading are with three different sets of people. This completely eliminated
any conflict of interest and helped NSE to aggressively pursue policies and practices within a
public interest (market efficiency and investor interest) framework. Currently, there are 19
demutualised stock exchanges.
Depositories Act: The earlier settlement system on Indian stock exchanges gave rise to
settlement risk due to the time that elapsed before trades are settled. Trades were settled
by physical movement of paper. This had two aspects. First, the settlement of trade in stock
exchanges by delivery of shares by the seller and payment by the purchaser. The stock
exchange aggregated trades over a period of time to carry out net settlement through the
physical delivery of securities. The process of physically moving the securities from the seller
to the ultimate buyer through the seller’s broker and buyer’s broker took time with the risk
of delay somewhere along the chain. The second aspect related to transfer of shares in
favour of the purchaser by the company. The system of transfer of ownership was grossly
22
inefficient as every transfer involved physical movement of paper securities to the issuer
for registration, with the change of ownership being evidenced by an endorsement on the
security certificate. In many cases the process of transfer took much longer, and a significant
proportion of transactions ended up as bad delivery due to faulty compliance of paper work.
Theft, forgery, mutilation of certificates and other irregularities were rampant, and in addition
the issuer had the right to refuse the transfer of a security. All this added to costs, and delays
in settlement, restricted liquidity and made investor grievance redressal time consuming and
at times intractable.
To obviate these problems, the Depositories Act, 1996 was passed to provide for the
establishment of depositories in securities with the objective of ensuring free transferability
of securities with speed, accuracy and security by (a) making securities of public limited
companies freely transferable subject to certain exceptions; (b) dematerialising the securities
in the depository mode; and (c) providing for maintenance of ownership records in a book
entry form. In order to streamline both the stages of settlement process, the Act envisages
transfer of ownership of securities electronically by book entry without making the securities
move from person to person. In order to promote dematerialisation, the regulator mandated
trading and settlement in demat form in an ever-increasing number of securities in a phased
manner. The stamp duty on transfer of demat securities was waived. Two depositories, namely,
NSDL and CDSL, came up to provide instantaneous electronic transfer of securities. All actively
traded scrips are held, traded and settled in demat form. Demat settlement accounts for
over 99% of turnover settled by delivery. This has almost eliminated the bad deliveries and
associated problems.
To prevent physical certificates from sneaking into circulation, it is mandatory for all IPOs to be
compulsorily traded in dematerialised form. The admission to a depository for dematerialisation
of securities has been made a prerequisite for making a public or rights issue or an offer for
sale. It has also been made compulsory for public listed companies making IPO of any security
for Rs.10 crore or more to do the same only in dematerialised form.
Risk Management: Market integrity is the essence of any financial market. To pre-empt market
failures and protect investors, the regulator/exchanges have developed a comprehensive risk
management system, which is constantly monitored and upgraded. It encompasses capital
adequacy of members, adequate margin requirements, limits on exposure and turnover,
indemnity insurance, on-line position monitoring and automatic disablement, etc. They also
administer an efficient market surveillance system to curb excessive volatility, detect and
prevent price manipulations. Exchanges have set up trade/settlement guarantee funds for
meeting shortages arising out of non-fulfillment/partial fulfillment of funds obligations by the
members in a settlement. As a part of the risk management system, the index based market
wide circuit breakers have also been put in place.
The anonymous electronic order book ushered in by the NSE did not permit members to assess
credit risk of the counter-party necessitated some innovation in this area. To effectively address
23
this issue, NSE introduced the concept of a novation, and set up the first clearing corporation,
viz. National Securities Clearing Corporation Ltd. (NSCCL), which commenced operations in
April 1996. The NSCCL assures the counterparty risk of each member and guarantees financial
settlement. Counterparty risk is guaranteed through a fine tuned risk management system
and an innovative method of on-line position monitoring and automatic disablement. NSCCL
established a Settlement Guarantee Fund (SGF). The SGF provides a cushion for any residual
risk and operates like a self-insurance mechanism wherein the members contribute to the
fund. In the event of failure of a trading member to meet his obligations, the fund is utilized to
the extent required for successful completion of the settlement. This has eliminated counter-
party risk of trading on the Exchange. The market has now full confidence that settlements will
take place in time and will be completed irrespective of default by isolated trading members.
In fact such confidence is driving volumes on exchanges.
Traditionally, brokerage firms in India have been proprietary or partnership concerns with
unlimited liabilities. This restricted the amount of capital that such firms can raise. The
growing volume of transactions made it imperative for such firms to be well capitalised and
professional. The necessary legal changes were effected to open up the membership of stock
exchanges to corporates with limited liability, so that brokerage firms may be able to raise
capital and retain earnings. In order to boost the process of corporatisation, capital gains tax
payable on the difference between the cost of the individual’s initial acquisition of membership
and the market value of that membership on the date of transfer to the corporate entity was
waived. In response, many brokerage firms reorganised themselves into corporate entities.
Investor Protection: The SEBI Act established SEBI with the primary objective of protecting
the interests of investors in securities and empowers it to achieve this objective. SEBI specifies
the matters to be disclosed and the standards of disclosure required for the protection of
investors in respect of issues and issues directions to all intermediaries and other persons
associated with the securities market in the interest of investors or of orderly development of
the securities market. The Central Government established a fund called Investor Education
and Protection Fund (IEPF) in October 2001 for the promotion of awareness amongst investors
and protection of the interest of investors. The Government issued the following guidelines for
the purpose of financial assistance from IEPF:
(a) Any organisation/entity/person with a viable project proposal on investors’ education

and protection would be eligible for assistance from the fund.
(b) The entity should be registered under the Societies Registration Act or formed as
Trusts or incorporated Companies; should be in existence for a minimum period of
2 years prior to its date of application for registration for assistance; should have a
minimum of 20 members and a proven record of 2 years; and should have rules,
regulations and or by-laws for its governance and management.
(c) No profit making entity shall be eligible for financial assistance from the fund.
24
(d) Notwithstanding the above, the Committee on IEPF can give a project to any
organisation.
(e) While considering proposals, the IEPF Committee takes into account the audited
accounts and the annual reports of the last three years of the entity seeking assistance
from IEPF.
(f) The limit for each entity for assistance would be subject to 5% of the budget of IEPF
during that financial year and not exceeding 80%1 of the amount to be spent on the
proposed programme/activity.
DEA, DCA, SEBI and exchanges have set up investor grievance cells for redressal of investor
grievance. The exchanges maintain investor protection funds to take care of investor claims,
which may arise out of non-settlement of obligations by a trading member for trades executed
on the exchange. DCA has also set up an investor education and protection fund for the
promotion of investors’ awareness and protection of interest of investors. All these agencies
and investor associations are organising investor education and awareness programmes.
Globalisation: Indian securities market is getting increasingly integrated with the rest of the
world. Indian companies have been permitted to raise resources from abroad through issue
of ADRs, GDRs, FCCBs and ECBs. ADRs/GDRs have two-way fungibility. Indian companies are
permitted to list their securities on foreign stock exchanges by sponsoring ADR/GDR issues
against block shareholding. NRIs and OCBS are allowed to invest in Indian companies. FIIs
have been permitted to invest in all types of securities, including government securities. The
investments by FIIs enjoy full capital account convertibility. They can invest in a company
under portfolio investment route upto 24% of the paid up capital of the company. This can
be increased up to the sectoral cap/statutory ceiling, as applicable, provided this has the
approval of the Indian company’s board of directors and also its general body. Indian Stock
Exchanges have been permitted to set up trading terminals abroad. The trading platform of
Indian exchanges is now accessed through the Internet from anywhere in the world. Mutual
Funds have been permitted to set up off-shore funds to invest in equities of other countries.
They can also invest in ADRs/GDRs of Indian companies.
Mini Nifty and long dated options: The year 2008 witnessed the launch of new products
in the F&O Segment. The mini derivative (futures and options) contracts on S&P CNX Nifty
were introduced for trading on January 1, 2008. The mini contracts are a fraction of normal
derivative contracts and extend greater affordability to individual investors, helps the individual
investor to hedge risks of a smaller portfolio, offers low levels of risk in terms of smaller level
of possible downside compared to a big size contract and also increases overall market liquidity
and participation. The Long Term Options Contracts on NSEs S&P CNX Nifty were launched on
March 3, 2008. The long-term options are similar to short-term options, but the later expiration
dates offer the opportunity for long-term investors to take a view on prolonged price changes
1
Sourced from http://www.iepf.gov.in/Reg_Fin.
25
without needing to use a combination of shorter term option contracts. The premiums for long
term options tend to be higher than that of short term option because the increased expiration
period means increased possibility of larger movement in the price of the underlying.
Short Selling: Pursuant to the recommendations of the Secondary Market Advisory Committee
(SMAC) of SEBI and the decision of the SEBI Board, it was decided to permit all classes of
investors to short sell.
Short selling is defined as selling a stock which the seller does not own at the time of trade.
It increases liquidity in the market, and makes price discovery more efficient. Besides, it
curbs manipulation of stocks as informed investors are able to go short on stocks they feel
are higher than fair value. This facility was available to non-institutional investors. Vide a
circular in February 2008, SEBI permitted all classes of investors, viz., retail and institutional
investors to short sell. It, however, does not permit naked short sales and accordingly,
requires participants to mandatorily honour their obligation of delivering the securities at the
time of settlement. It does not permit institutional investor to do day trading i.e., square-off
their transactions intra-day. In other words, all transactions are be grossed for institutional
investors at the custodians’ level and the institutions are required to fulfill their obligations on
a gross basis. The custodians, however, continue to settle their deliveries on a net basis with
the stock exchanges. It has put in a scheme for Securities Lending and Borrowing to provide
the necessary impetus to short sell. The facility of short sales is made available in respect of
securities traded in derivatives segment of exchanges.
Securities Lending and Borrowing: SEBI issued a SLB scheme on December 20, 2007. The
salient features of the scheme are as under:
• All Clearing members of NSCCL including Banks and Custodians referred to as

‘Participant’ are registered as Approved Intermediaries (AIs) under the SLS, 1997.
• The SLB would take place on an automated, screen based, order-matching platform
which will be provided by the AIs. This platform would be independent of the other
trading platforms.
• Currently, securities available for trading in F&O segment of National Stock Exchange
of India Ltd. (NSEIL) would be eligible for lending & borrowing under the scheme.
Securities lending and borrowing is permitted in dematerialized form only
• All categories of investors including retail, institutional etc. will be permitted to borrow
and lend securities. The borrowers and lenders would access the platform for lending/
borrowing set up by the AIs through the clearing members (CMs) who are authorized
by the AIs in this regard.
• The tenure of lending/borrowing would be fixed as standardised contracts. Accordingly

the return of securities by borrower is scheduled on the respective reverse leg
settlement day. Each reverse leg settlement date is assigned a specific series number.
The tenure of lending and borrowing ranges from 1 month up to a maximum period
of 12 months.
26
• The first leg of the transactions across all series including early recall/repayment
transactions are settled on T+1 day on a gross basis.. The settlement of lending and
borrowing transactions would be independent of normal market settlement.
• The settlement of the lending and borrowing transactions should be done on a gross
basis at the level of the clients i.e. no netting of transactions at any level will be
permitted.
NSCCL, as an Approved Intermediary (AI) launched the Securities Lending & Borrowing
Scheme from April 21, 2008. Lending & Borrowing is carried on an automated screen based
platform where the order matching is done on basis of price time priority.
Direct Market Acess: During April 2008, Securities & Exchange Board of India (SEBI) allowed
the direct market access (DMA) facility to the institutional investors. DMA allows brokers to
offer clients direct access to the exchange trading system through the broker’s infrastructure
without manual intervention by the broker. DMA facility give clients direct control over orders,
help in faster execution of orders, reduce the risk of errors from manual order entry and lend
greater transparency and liquidity. DMA also leads to lower impact cost for large orders, better
audit trails and better use of hedging and arbitrage opportunities through the use of decision
support tools/algorithms for trading.
Volatility Index: With rapid changes in volatility in securities market from time to time, a
need was felt for an openly available and quoted measure of market volatility in the form of
an index to help market participants. On January 15, 2008, Securities and Exchange Board
of India recommended Exchange to construct and disseminate the volatility index. Volatility
Index is a measure, of the amount by which an underlying Index is expected to fluctuate, in
the near term, (calculated as annualised volatility, denoted in percentage e.g. 20%) based on
the order book of the underlying index options. On April 08, 2008, NSE launched the Volatility
Index, India VIX, based on the Nifty 50 Index Option prices. From the best bid-ask prices of
Nifty 50 Options contracts, a volatility figure (%) is calculated which indicates the expected
market volatility over the next 30 calendar days. The India VIX is a simple but useful tool in
determining the overall volatility of the market
Cross Margining: Many trading members undertake transactions on both the cash and
derivative segments of an Exchange. They keep separate deposits with the exchange for
taking positions in two different segments. In order to improve the efficiency of the use of the
margin capital by market participants and as in initial step towards cross margining across
cash and derivatives markets SEBI allowed Cross Margining benefit in May 2008.
For Cross margining the stock positions of the institutions in capital market segment after
confirmation by the custodian on T+1 day shall be compared with the stock futures position
of the same institution in derivative segment based on the CP code of the institution at the
end of the day. The position shall be considered for cross margining only if the position in the
capital market segment off set the position in the derivative segment.
27
SEBI has allowed the following to start with: a. Cross margin is available for institutional
trades. b. Cross margin is available to positions in cash market having corresponding off-
setting positions in the stock futures market. c. For positions in the cash market which have
corresponding offsetting positions in the stock futures, VaR margin is not be levied on the
cash market position to the extent of the off-setting stock futures market position. d. Extreme
Loss margin and Market to Market margin shall continue to be levied on the entire cash
market position. e. The near-month stock futures positions are not considered for cross-
margin benefit three days prior to expiry (the last Thursday of every month) and there will be
no change in the margins on the F & O positions.
In December 2008, SEBI extended the cross margin facility across Cash and F&O segment
and to all the market participants. The salient features of the cross margining are as under :
1. Cross margin is available across Cash and F&O segment and to all categories of
market participants.
2. The positions of clients in both the Cash and F&O segments to the extent they offset
each other shall be considered for the purpose of cross margining as per the following
priority.
a. Index futures and constituent stock futures in F&O segment.
b. Index futures and constituent stock positions in Cash segment.
c. Stock futures in F&O segment and stock positions in Cash segment
3. In order to extend the cross margin benefit as per 2 (a) and (b) above, the basket
of constituent stock futures/ stock positions shall be a complete replica of the index
futures
4. The positions in F&O segment for stock futures and index futures shall be in the same
expiry month to be eligible for cross margin benefit.
5. Positions in option contracts shall not be considered for cross margining benefit.
6. The Computation of cross margin shall be at client level on an on-line real time
basis.
7. For institutional investors the positions in Cash segment shall be considered only
after confirmation by the custodian on T+1 basis and on confirmation by the clearing
member in F&O segment.
8. The positions in the Cash and F&O segment shall be considered for cross margining
only till time the margins are levied on such positions.
9. The positions which are eligible for offset, shall be subject to spread margins. The
spread margins shall be 25% of the applicable upfront margins on the offsetting
positions.
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Government Securities Market
The government securities market has witnessed significant transformation in the 1990s. With
giving up of the responsibility of allocating resources from securities market, government
stopped expropriating seigniorage and started borrowing at near-market rates. Government
securities are now sold at market related coupon rates through a system of auctions instead
of earlier practice of issue of securities at very low rates just to reduce the cost of borrowing
of the government. Major reforms initiated in the primary market for government securities
include auction system (uniform price and multiple price method) for primary issuance of T-
bills and central government dated securities, a system of primary dealers and non-competitive
bids to widen investor base and promote retail participation, issuance of securities across
maturities to develop a yield curve from short to long end and provide benchmarks for rest
of the debt market, innovative instruments like, zero coupon bonds, floating rate bonds,
bonds with embedded derivatives, availability of full range ( 91-day, 182 day and 364-day)
of T-bills, etc. The reforms in the secondary market include Delivery versus Payment system
for settling scripless SGL transactions to reduce settlement risks, SGL Account II with RBI to
enable financial intermediaries to open custody (Constituent SGL) accounts and facilitate retail
transactions in scripless mode, enforcement of a trade-for-trade regime, settlement period
of T+1 for all transactions undertaken directly between SGL participants and for transactions
routed through NSE brokers, routing transactions through brokers of NSE, OTCEI and BSE,
repos in all government securities with settlement through SGL, liquidity support to PDs to
enable them to support primary market and undertake market making, special fund facility for
security settlement, etc. Other measures include abolition of TDS on government securities
and stamp duty on transfer of demat debt securities.
Market Infrastructure: As part of the ongoing efforts to build debt market infrastructure,
two new systems, the Negotiated Dealing System (NDS) and the Clearing Corporation of India
Limited (CCIL) commenced operations on February 15, 2002. NDS, interalia, facilitates screen
based negotiated dealing for secondary market transactions in government securities and
money market instruments, online reporting of transactions in the instruments available on the
NDS and dissemination of trade information to the market. Government Securities (including
T-bills), call money, notice/term money, repos in eligible securities, Commercial Papers and
Certificate of Deposits are available for negotiated dealing through NDS among the members.
The CCIL facilitates settlement of transactions in government securities (both outright and repo)
on Delivery versus Payment (DVP-II) basis which provides for settlement of securities on gross
basis and settlement of funds on net basis simultaneously. It acts as a central counterparty for
clearing and settlement of government securities transactions done on NDS.
Further, there was adoption of modified Delivery-versus-Payment mode of settlement (DvP

III in March 2004). The settlement system for transaction in government securities was
standardized to T+1 cycle on May 11, 2005. To provide banks and other institutions with a
more advanced and more efficient trading platform, an anonymous order matching trading
platform (NDS-OM) was introduced in August 2005. Short sale was permitted in G-secs in
29
2006 to provide an opportunity to market participants to manage their interest rate risk
more effectively and to improve liquidity in the market. ‘When issued’ (WI) trading in Central
Government Securities was introduced in 2006.
has become increasingly broad-based and characterized by an efficient auction process, an
active secondary market, electronic trading and settlement technology that ensures safe
settlement with Straight through Processing (STP).
Research in Securities Market
In order to deepen the understanding and knowledge about Indian capital market, and to
assist in policy-making, SEBI has been promoting high quality research in capital market. It
has set up an in-house research department, which brings out working papers on a regular
basis. In collaboration with NCAER, SEBI brought out a ‘Survey of Indian Investors’, which
estimates investor population in India and their investment preferences. SEBI has also tied
up with reputed national and international academic and research institutions for conducting
research studies/projects on various issues related to the capital market. In order to improve
market efficiency further and to set international benchmarks in the securities industry, NSE
supports a scheme called the NSE Research Initiative with a view to develop an information
base and a better insight into the working of securities market in India. The objective of this
initiative is to foster research, which can support and facilitate (a) stock exchanges to better
design market micro-structure, (b) participants to frame their strategies in the market place,
(c) regulators to frame regulations, (d) policy makers to formulate policies, and (e) expand
the horizon of knowledge. The Initiative has received tremendous response.
Testing and Certification
The intermediaries, of all shapes and sizes, who package and sell securities, compete with
one another for the chance to handle investors/issuers’ money. The quality of their services
determines the shape and health of the securities market. In developed markets and in some
of the developing markets, this is ensured through a system of testing and certification of
persons joining market intermediaries in the securities market. This sort of arrangement
ensures that a person dealing with financial products has a minimum standard of knowledge
about them, market and regulations so as to assist the customers in their dealings. This
allows market participants and intermediaries to build their own tailored staff development
strategies and improves career prospectus of certified professionals, while maintaining and
enhancing the confidence of the investors in the market.
A testing and certification mechanism that has become extremely popular and is sought
after by the candidates as well as employers is unique on-line testing and certification
programme called National Stock Exchange’s Certification in Financial Markets (NCFM). It
is an on-line fully automated nation-wide testing and certification system where the entire
process from generation of question paper, testing, assessing, scores reporting and certifying
is fully automated - there is absolutely no scope for human intervention. It allows tremendous
30
flexibility in terms of testing centres, dates and timing and provides easy accessibility and
convenience to candidates as he can be tested at any time and from any location. It tests
practical knowledge and skills, that are required to operate in financial markets, in a very
secure and unbiased manner, and certifies personnel who have a proper understanding of the
market and business and skills to service different constituents of the market.
The above reforms have come in stages. As some deficiency is noted or some malpractice
surfaces in the working of the market, the authorities initiate further reforms and corrective
steps. As such, the process of reform in the securities market is far from complete. At the
same time the reforms undertaken so far have aimed to improve operational and informational
efficiency in the market by enabling the participants to carry out transactions in a cost
effective manner and providing them with full, relevant and accurate information in time.
A number of checks and balances have been built up to protect investors, enhance their
confidence and avoid systemic failure of the market. Stability of the system as a whole has
been protected by allowing for contestability of the market and imposing entry criteria for
issuers and intermediaries. Financial integrity of the market is ensured by prudential controls
on intermediaries.
1.6 ROLE OF NSE IN INDIAN SECURITIES MARKET

National Stock Exchange of India Limited (NSE) was given recognition as a stock exchange
in April 1993. NSE was set up with the objectives of (a) establishing a nationwide trading
facility for all types of securities, (b) ensuring equal access to all investors all over the country
through an appropriate communication network, (c) providing a fair, efficient and transparent
securities market using electronic trading system, (d) enabling shorter settlement cycles and
book entry settlements, and (e) meeting the international benchmarks and standards. Within
a short span of life, above objectives have been realized and the Exchange has played a leading
role as a change agent in transforming the Indian Capital Markets to its present form.
NSE has set up infrastructure that serves as a role model for the securities industry in terms of
trading systems, clearing and settlement practices and procedures. The standards set by NSE
in terms of market practices, products, technology and service standards have become industry
benchmarks and are being replicated by other market participants. It provides screen-based
automated trading system with a high degree of transparency and equal access to investors
irrespective of geographical location. The high level of information dissemination through on-
line system has helped in integrating retail investors on a nation-wide basis. The Exchange
currently operates three market segments, namely Capital Market Segment, Wholesale Debt
Market Segment and Futures an Options segment. NSE has been playing the role of a catalytic
agent in reforming the market in terms of microstructure and market practices. Right from
its inception, the exchange has adopted the purest form of demutualised set up whereby the
ownership, management and trading rights are in the hands of three different sets of people.
This has completely eliminated any conflict of interest and helped NSE to aggressively pursue
policies and practices within a public interest framework. It has helped in shifting the trading
platform from the trading hall in the premises of the exchange to the computer terminals at
the premises of the trading members located country-wide and subsequently to the personal
31
computers in the homes of investors and even to hand held portable devices for the mobile
investors. Settlement risks have been eliminated with NSE’s innovative endeavors in the area
of clearing and settlement viz., reduction of settlement cycle, professionalisation of the trading
members, fine-tuned risk management system, dematerialisation and electronic transfer of
securities and establishment of clearing corporation. As a consequence, the market today
uses the state-of-art information technology to provide an efficient and transparent trading,
clearing and settlement mechanism.
NSE provides a trading platform for of all types of securities-equity and debt, corporate and
government and derivatives. On its recognition as a stock exchange under the Securities
Contracts (Regulation) Act, 1956 in April 1993, it commenced operations in the Wholesale
Debt Market (WDM) segment in June 1994, in the Capital Market (CM) segment in November
1994, and in Futures & Options (F&O) segment in June 2000. The Exchange started providing
trading in retail debt of Government Securities in January 2003.
The Wholesale Debt Market segment provides the trading platform for trading of a wide
range of debt securities. Its product, which is now disseminated jointly with FIMMDA, the
FIMMDA NSE MIBID/MIBOR is used as a benchmark rate for majority of deals struck for Interest
Rate Swaps, Forwards Rate Agreements, Floating Rate Debentures and Term Deposits in the
country. Its ‘Zero Coupon Yield Curve’ as well as NSE-VaR for Fixed Income Securities have
also become very popular for valuation of sovereign securities across all maturities irrespective
of its liquidity and facilitated the pricing of corporate papers and GOI Bond Index.
NSEs Capital Market segment offers a fully automated screen based trading system, known
as the National Exchange for Automated Trading (NEAT) system, which operates on a strict
price/time priority. It enables members from across the country to trade simultaneously with
enormous ease and efficiency. Its Futures & Options segment provides trading of a wide range
of derivatives like Index Futures, Index Options, Stock Options and Stock Futures.
NSEs Futures & Options segment provides trading of a wide range of derivatives like Index
Futures, Index Options, Stock Options and Stock Futures.
NSEs Currency Derivatives segment provides trading on currency futures contracts on the
US $-INR which commenced on August 29, 2008. In February 2009, trading on additional
pairs such as GBP-INR, EUR-INR and JPY-INR was allowed while trading in US $-INR currency
options were allowed for trading on October 29, 2010. The interest rate futures trade on the
currency derivatives segment of NSE and they were allowed for trading segment on August
31, 2009
Technology and Application Systems in NSEIL
NSE is the first exchange in the world to use satellite communication technology for trading.
Its trading system, called National Exchange for Automated Trading (NEAT), is a state of-the-
art client server based application. At the server end all trading information is stored in an
in-memory database to achieve minimum response time and maximum system availability
for users. It has uptime record of 99.7%. The system also ensures data integrity with past
record of a single error in 10 million bits. NSE has been continuously undertaking capacity
32
enhancement measures so as to effectively meet the requirements of increased users and
associated trading loads. NSE has also put in place NIBIS (NSE’s Internet Based Information
System) for on-line real-time dissemination of trading information over the Internet.
As part of its business continuity plan, NSE has established a disaster back-up site at Chennai
along with its entire infrastructure, including the satellite earth station and the high-speed
optical fibre link with its main site at Mumbai. This site at Chennai is a replica of the production
environment at Mumbai. The transaction data is backed up on near real time basis from the
main site to the disaster back-up site through the high-speed optical fibre to keep both the
sites all the time synchronised with each other.
NSEIL is a technology driven exchange and since its inception it has been harnessing technology
to provide the best possible and efficient service to all market participants and stake holders.
The various application systems that it uses for trading as well clearing and settlement and
other operations are the backbone of the Exchange. The application systems used for the
day-to-day functioning of the Exchange can be divided into (a) Front end applications and (b)
Back office applications.
In the front end, there are 6 applications:
(a) NEAT – CM system takes care of trading of securities in the Capital Market segment
that includes equities, debentures/notes as well as retail Gilts. The NEAT – CM
application has a split architecture wherein the split is on the securities and users.
The application runs on three Stratus systems with Open Strata Link (OSL). This
application also provides data feed for processing to some other systems like Index,
OPMS through TCP/IP. This is a direct interface with the Trading members of the CM
segment of the Exchange for entering the orders into the main system. There is a two
way communication between the NSE main system and the front end terminal of the
Trading Member.
(b) NEAT – WDM system takes care of trading of securities in the Wholesale Debt
Market (WDM) segment that includes Gilts, Corporate Bonds, CPs, T-Bills, etc. This is
a direct interface with the Trading members of the WDM segment of the Exchange for
entering the orders/trades into the main system. There is a two way communication
between the NSE main system and the front end terminal of the Trading Member.
(c) NEAT – F&O system takes care of trading of securities in the Futures and Options
(F&O) segment that includes Futures on Index as well as individual stock and Options
on Index as well as individual stocks. This is a direct interface with the Trading
members of the F&O segment of the Exchange for entering the orders into the main
system. There is a two way communication between the NSE main system and the
front end terminal of the Trading Member.
(d) NEAT – IPO system is an interface to help the initial public offering of companies
which are issuing the stocks to raise capital from the market. This is a direct interface
with the Trading members of the CM segment who are registered for undertaking
33
order entry on behalf of their clients for IPOs. NSE uses the NEAT IPO system that
allows bidding in several issues concurrently. There is a two way communication
between the NSE main system and the front end terminal of the Trading Member.
(e) NEAT – MF system is an interface with the Trading members of the CM segment for
order collection of designated Mutual Funds units.
(f) NEAT- CD system is trading system for currency derivatives. Currently, currency
futures are trading in the segment.
(g) Surveillance system offers the users a facility to comprehensively monitor the
trading activity and analyse the trade data online and offline.
In the back office, the following important application systems are operative:
(i) NCSS (Nationwide Clearing and Settlement System) is the clearing and
settlement system of the NSCCL for the trades executed in the CM segment of
the Exchange. The system has 3 important interfaces –
a) OLTL (Online Trade loading) that takes each and every trade executed on
real time basis and allocates the same to the clearing members,
b) Depository Interface that connects the depositories for settlement of

securities and Clearing Bank Interface that connects the 13 clearing banks
for settlement of funds. It also interfaces with the clearing members for all
required reports.
c) Through collateral management system it keeps an account of all available

collaterals on behalf of all trading/clearing members and integrates the
same with the position monitoring of the trading/clearing members. The
system also generates base capital adequacy reports.
(ii) FOCASS is the clearing and settlement system of the NSCCL for the trades
executed in the F&O segment of the Exchange. It interfaces with the clearing
members for all required reports. Through collateral management system it
keeps an account of all available collaterals on behalf of all trading/clearing
members and integrates the same with the position monitoring of the trading/
clearing members. The system also generates base capital adequacy reports.
(iii) OPMS – the online position monitoring system that keeps track of all trades
executed for a trading member vis-à-vis its capital adequacy.
(iv) PRISM is the parallel risk management system for F&O trades using Standard
Portfolio Analysis (SPAN). It is a system for comprehensive monitoring and load
balancing of an array of parallel processors that provides complete fault tolerance.
It provides real time information on initial margin value, mark to market profit or
loss, collateral amounts, contract-wise latest prices, contract-wise open interest
and limits.
34
(v) Data warehousing that is the central repository of all data in CM as well as F&O
segment of the Exchange,
(vi) Listing system that captures the data from the companies which are listed in
the Exchange for corporate governance and integrates the same to the trading
system for necessary broadcasts for data dissemination process and
(vii) Membership system that keeps track of all required details of the Trading
Members of the Exchange.
MODEL QUESTIONS
Ques:1 Which one of the following is not among the major legislations governing the securities
market?
(a) Capital Issues Act, 1947 (b) SEBI Act, 1992
(c) Companies Act 1956 (d) Depositories Act 1996
Correct Answer: (a)
Ques:2 Which of the following is not the main objective of SEBI?

(a) Protecting the interest of investors in securities market
(b) Protecting & development of forex market in India
(c) Promoting the development of securities market
(d) Regulating the securities market
Correct answer: (b)
Ques:3 All market intermediaries are registered and regulated by ______.

(a) DCA (b) SEBI
(c) MOF (d) RBI
Correct answer: (b)
Ques:4 The _________ issued by SEBI aim to secure fuller disclosure of the relevant
information about the issuer and the nature of issue so that the investors can take
informed decision.
(a) Disclosure & Investor Protection Guidelines
(b) SCRA
(c) SEBI (Stock Brokers and Sub brokers) Rule
(d) SEBI (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities
Markets) regulations
Correct answer: (a)
35
Ques:5 NSE’s screen based trading system (SBTS) matches orders in the ________ priority
basis.
(a) time/price (b) price/time
(c) price/quantity (d) quantity/price
Correct answer: (b)
Ques:6 The current trading cycle practiced by the exchanges is

(a) T+5 (b) T+3
(c) T+2 (d) T+1
Correct answer: (c)
Ques:7 Following problems have been eliminated by introduction of Depositories act?

(a) Stamp duty on transfer of shares in dematerialized form
(b) reduction in the share transfer time to the buyer
(c) higher liquidity
(d) All of the above
Correct answer: (d)
Ques:8 For the promotion of awareness among the investors and the protection of the interest
of the investors the central government has established
(a) investor education and protection fund
(b) investors grievance redressal cell
(c) settlement guarantee fund
(d) all of the above
Correct Answer: (a)
36
CHAPTER 2: PRIMARY MARKET
2.1 INTRODUCTION
Primary market provides opportunity to issuers of securities, Government as well as corporates,
to raise resources to meet their requirements of investment and/or discharge some obligation.
The issuers create and issue fresh securities in exchange of funds through public issues
and/or as private placement. They may issue the securities at face value, or at a discount/
premium and these securities may take a variety of forms such as equity, debt or some hybrid
instrument. They may issue the securities in domestic market and/or international market
through ADR/GDR/ECB route.
2.2 MARKET DESIGN

The market design for primary market is provided in the provision of the Companies Act, 1956,
which deals with issues, listing and allotment of securities. In addition, ICDR guidelines of
SEBI prescribe a series of disclosures norms to be complied by issuer, promoter, management,
project, risk factors and eligibility norms for accessing the market. In this section, the market
design as provided in securities laws has been discussed.
2.2.1 SEBI Issue of Capital and Disclosure Requirements (ICDR) Regulations

2
2009
The issue of capital in India is governed by the SEBI (Issue of Capital and Disclosure
Requirements) Regulation, 20093. ICDR regulations are applicable for public issue; rights
issue4, preferential issue; an issue of bonus shares by a listed issuer; qualified institutions
placement by a listed issuer and issue of Indian Depository Receipts.
General conditions for public issues and rights issues
An issuer cannot make a public issue or rights issue of equity shares and convertible securities5
under the following conditions:
a. If the issuer, any of its promoters, promoter group or directors or persons in control
of the issuer are debarred from accessing the capital market by SEBI or
2
Only some provisions pertaining to ICDR Regulations 2009 are discussed here. For greater details, it is
recommended that original regulation may be referred to. The regulations are updated as of December 31,
2010.
3
The ICDR Regulations 2009 have been made primarily by conversion of the SEBI (Disclosure and Investor
Protection) Guidelines, 2000 (rescinded). ICDR were notified on August 26, 2009.While incorporating the
provisions of the rescinded Guidelines into the ICDR Regulations, certain changes have been made by removing
the redundant provisions, modifying certain provisions on account of changes necessitated due to market design
and bringing more clarity to the provisions of the rescinded Guidelines. (sourced from SEBI circular (SEBI/CFD/
DIL/ICDRR/1/2009/03/09) dated September 3, 2009)
4
where the aggregate value of specified securities offered is Rs.50 lakh or more;
5
Convertible security means a security which is convertible into or exchangeable with equity shares at a later date
with or without the option of the holder of the security and includes convertible debt instrument and convertible
preference shares.
37
b. If any of the promoters, director or person in control of the issuer was or also is a
promoter, director or person in control of any other company which is debarred from
accessing the capital market under the order or directions made by SEBI.
c. If the issuer of convertible debt instruments6 is in the list of willful defaulters published
by the RBI or it is in default of payment of interest or repayment of principal amount
in respect of debt instruments issued by it to the public, if any, for a period of more
than 6 months.
d. Unless an application is made to one or more recognised stock exchanges for listing
of equity shares and convertible securities on such stock exchanges and has chosen
one of them as a designated stock exchange. However, in case of an initial public
offer, the issuer should make an application for listing of the equity shares and
convertible securities in at least one recognised stock exchange having nationwide
trading terminals.
e. Unless it has entered into an agreement with a depository for dematerialisation of

equity shares and convertible securities already issued or proposed to be issued.
f. Unless all existing partly paid-up equity shares of the issuer have either been fully
paid up or forfeited.
g. Unless firm arrangements of finance through verifiable means towards 75% of the
stated means of finance, excluding the amount to be raised through the proposed
public issue or rights issue or through existing identifiable internal accruals, have
been made.
Appointment of Merchant banker and other intermediaries
The issuer should appoint one or more merchant bankers, at least one of whom should be
a lead merchant banker. The issuer should also appoint other intermediaries, in consultation
with the lead merchant banker, to carry out the obligations relating to the issue. The issuer
should in consultation with the lead merchant banker, appoint only those intermediaries which
are registered with SEBI. Where the issue is managed by more than one merchant banker,
the rights, obligations and responsibilities, relating inter alia to disclosures, allotment, refund
and underwriting obligations, if any, of each merchant banker should be predetermined and
disclosed in the offer document.
Conditions for Initial Public Offer
1) An issuer may make an initial public offer (an offer of equity shares and convertible
debentures by an unlisted issuer to the public for subscription and includes an offer
for sale of specified securities to the public by an existing holder of such securities in
an unlisted issuer) if:
6
means an instrument which creates or acknowledges indebtedness and is convertible into equity shares of the
issuer at a later date at or without the option of the holder of the instrument, whether constituting a charge on
the assets of the issuer or not
38
a. The issuer has net tangible assets of at least Rs.3 crores in each of the preceding
3 years (of 12 months each) of which not more than 50% are held in monetary
assets. If more than 50% of the net tangible assets are held in monetary assets,
then the issuer has to make firm commitment to utilize such excess monetary
assets in its business or project.
b. The issuer has a track of distributable profits7 in at least 3 out of the immediately
preceding 5 years8.
c. The issuer company have a net worth of at least Rs.1 crores in each of the
preceding 3 full years (of 12 months each).
d. The aggregate of the proposed issue and all previous issues made in the same
financial year in terms of issue size does not exceed 5 times its pre-issue net
worth as per the audited balance sheet of the preceding financial year.
e. In case of change of name by the issuer company within last one year, at least
50% of the revenue for the preceding one year should have been earned by the
company from the activity indicated by the new name.
2) Any issuer not satisfying any of the conditions stipulated above may make an initial
public offer if:
a. The issue is made through the book building process and the issuer undertakes
to allot at least 50% of the net offer to public to qualified institutional buyers
and to refund full subscription monies if it fails to make allotment to the qualified
institutional buyers OR At least 15% of the cost of project is contributed by
scheduled commercial banks or public financial institutions, of which not less
than 10% would come from the appraisers and the issuer undertakes to allot
at least 10% of the net offer to public to qualified institutional buyers and to
refund full subscription monies if it fails to make the allotment to the qualified
institutional buyers.
b. The minimum post-issue face value capital of the issuer should be Rs.10 crore;
OR the issuer undertakes to provide compulsory market making for at least 2
years from the date of listing of the equity shares and convertible securities
subject to the conditions that a) the Market makers undertake to offer buy and
sell quotes for a minimum depth of 300 equity shares and convertible securities
and ensure that the bid-ask spread for their quotes should not at any time exceed
10 % b) the inventory of the market makers, as on the date of allotment of the
equity shares and convertible securities should be at least 5% of the proposed
issue.
7
Distributable profits have to be in terms of section 205 of the Companies Act 1956.
8
Provided that extraordinary items shall not be considered for calculating distributable profits
39
3) An issuer may make an initial public offer of convertible debt instruments without
making a prior public issue of its equity shares and listing.
4) An issuer cannot make an allotment pursuant to a public issue if the number of

prospective allottees is less than one thousand.
5) No issuer can make an initial public offer if there are any outstanding convertible
securities or any other right which would entitle any person any option to receive
equity shares after the initial public offer. However, this is not applicable to:
• a public issue made during the currency of convertible debt instruments which
were issued through an earlier initial public offer, if the conversion price of such
convertible debt instruments was determined and disclosed in the prospectus of
the earlier issue of convertible debt instruments;
• outstanding options granted to employees pursuant to an employee stock option

scheme framed in accordance with the relevant Guidance Note or Accounting
Standards, if any, issued by the Institute of Chartered Accountants of India in
this regard.
• Fully paid-up outstanding securities which are required to be converted on or

before the date of filing of the red herring prospectus (in case of book built
issues) or the prospectus (in case of fixed price issues), as the case may be.
Conditions for further public offer
An issuer may make a further public offer (an offer of equity shares and convertible securities)
if it satisfies the following conditions:
a) the aggregate of the proposed issue and all previous issues made in the same financial
year in terms of issue size does not exceed 5 times its pre-issue net worth as per the
audited balance sheet of the preceding financial year;
(b) if it has changed its name within the last one year, at least 50% of the revenue for
the preceding one full year has been earned by it from the activity indicated by the
new name.
If the issuer does not satisfy the above conditions, it may make a further public offer if it
satisfies the following conditions:
(i) the issue is made through the book building process and the issuer undertakes to allot
at least 50% of the net offer to public to qualified institutional buyers and to refund
full subscription monies if it fails to make allotment to the qualified institutional buyers
;or at least 15% of the cost of the project is contributed by scheduled commercial
banks or public financial institutions, of which not less than 10% should come from
the appraisers and the issuer undertakes to allot at least 10% of the net offer to
40
public to qualified institutional buyers and to refund full subscription monies if it fails
to make the allotment to the qualified institutional buyers;
(ii) the minimum post-issue face value capital of the issuer is Rs.10 crore; or the issuer
undertakes to provide market-making for at least 2 years from the date of listing of
the specified securities, subject to the two conditions that a) the market makers offer
buy and sell quotes for a minimum depth of three hundred specified securities and
ensure that the bid-ask spread for their quotes does not, at any time, exceed 10%;
b) the inventory of the market makers, as on the date of allotment of the specified
securities, should be at least 5% of the proposed issue.
Pricing in Public Issues
The issuer determines the price of the equity shares and convertible securities9 in consultation
with the lead merchant banker or through the book building process. In case of debt
instruments, the issuer determines the coupon rate and conversion price of the convertible
debt instruments in consultation with the lead merchant banker or through the book building
process.
Differential Pricing
An issuer may offer equity shares and convertible securities at different prices; subject to the
following condition;
(a) the retail individual investors/shareholders or employees entitled for reservation10

making an application for equity shares and convertible securities of value not more
than Rs.2 lakh, may be offered equity shares and convertible securities at a price lower
than the price at which net offer is made to other categories of applicants provided
that such difference is not more than 10% of the price at which equity shares and
convertible securities are offered to other categories of applicants;
(b) in case of a book built issue, the price of the equity shares and convertible securities
offered to an anchor investor11 cannot be lower than the price offered to other
applicants;
(c) in case of a composite issue12, the price of the equity shares and convertible securities
offered in the public issue may be different from the price offered in rights issue and
justification for such price difference should be given in the offer document.
(d) in case the issuer opts for the alternate method of book building, the issuer may offer
specified securities to its employees at a price lower than the floor price. However, the
9
convertible security” means a security which is convertible into or exchangeable with equity shares of the issuer
at a later date, with or without the option of the holder of the security and includes convertible debt instrument
and convertible preference shares.
10
Made under regulation 42 pertaining to Reservation on competitive basis.
11
Anchor investor” means a qualified institutional buyer who makes an application for a value of Rs.10 crores or
more in a public issue through the book building process in accordance with the ICDR regulations 2009.
12
“ Composite issue” means an issue of equity shares and convertible securities by a listed issuer on public cum-
rights basis, wherein the allotment in both public issue and rights issue is proposed to be made simultaneously.
41
difference between the floor price and the price at which equity shares and convertible
securities are offered to employees should not be more than 10% of the floor price.
Promoters’ Contribution
The promoters’ minimum contribution varies from case to case. The promoters of the issuer
are required to contribute in the public issue as follows:
In case of an initial public offer, the minimum contribution should not be less than 20% of
the post issue capital;
In case of further public offer, it should be either to the extent of 20 % of the proposed
issue size or to the extent of 20% of the post-issue capital;
In case of a composite issue, either to the extent of 20% of the proposed issue size or to
the extent of 20% of the post-issue capital excluding the rights issue component.
Lock-in of specified securities held by promoters.
In a public issue, the equity shares and convertible debentures held by promoters are locked-
in for the period stipulated below:
(a) minimum promoters’ contribution is locked-in for a period of 3 years from the date of
commencement13 of commercial production or date of allotment in the public issue,
whichever is later;
(b) promoters’ holding in excess of minimum promoters’ contribution is locked-in for a

period of 1 year:
However, excess promoters’ contribution in a further public offer14 are not subject to lock in.
Book Building
Book Building means a process undertaken to elicit demand and to assess the price for
determination of the quantum or value of specified securities or Indian Depository Receipts,
as the case may be in accordance with the SEBI ICDR Regulations 2009.
In an issue made through the book building process, the allocation in the net offer to public
category is made as follows
i) Not less than 35 % to retail individual investors.
13
“date of commencement of commercial production” means the last date of the month in which commercial
production in a manufacturing company is expected to commence as stated in the offer document.
14
where the equity shares of the same class which are proposed to be allotted pursuant to conversion or exchange
of convertible securities offered through the offer or are proposed to be allotted in the offer have been listed
and are not infrequently traded in a recognised stock exchange for a period of at least three years and the
issuer has a track record of dividend payment for at least immediately preceding three years.Provided that
where promoters propose to subscribe to the specified securities offered to the extent greater than higher of
the two options available in clause (b) of sub-regulation (1) of regulation 32, the subscription in excess of such
percentage shall be made at a price determined in terms of the provisions of regulation 76 or the issue price,
whichever is higher.shall not be subject to lock-in.
42
ii) Not less than 15 % to non institutional investors i.e. investors other than retail
individual investors and qualified institutional buyers.
iii) Not more than 50% to Qualified Institutional Buyers; 5 % of which would be allocated
to mutual funds15.
However, if the issue is made through the book building process and the issuer undertakes
to allot at least 50% of the net offer to public to qualified institutional buyers and to refund
full subscription monies if it fails to make allotment to the qualified institutional buyers then
in that case at least 50% of the net offer to public should be allotted to qualified institutional
buyers.
In an issue made through the book building process, the issuer may allocate upto 30% of
the portion available for allocation to qualified institutional buyers to an anchor investor in
accordance with the conditions laid down in ICDR Regulations 200916.
In an issue made other than through the book building process, allocation in the net offer to
public category will be made as follows:
(a) minimum 50% to retail individual investors; and
(b) remaining to individual applicants other than retail individual investors and ) other
investors including corporate bodies or institutions, irrespective of the number of
equity shares and convertible securities applied for;
(c) the unsubscribed portion in either of the categories specified above (point a and b)
may be allocated to applicants in the other category.
If the retail individual investor category is entitled to more than 50% on proportionate basis,
the retail individual investors will be allocated that higher percentage.
Indian Depository Receipts
A foreign company can access Indian securities market for raising funds through issue of
Indian Depository Receipts (IDRs).
An IDR is an instrument denominated in Indian Rupees in the form of a depository receipt

created by a Domestic Depository (custodian of securities registered with the
Securities and Exchange Board of India) against the underlying equity of issuing company to
enable foreign companies to raise funds from the Indian securities markets.17
15
In addition to the 5% allocation, mutual funds are eligible for allocation under the balance available for qualified
institutional buyers.
16
Conditions laid down in the Schedule XI of ICDR regulations.
17
Sourced from SEBI FAQ on Primary issuance
43
An issuing company making an issue of IDR is required to satisfy the following:
(a) it should be listed in its home country18.
(b) it should not be prohibited to issue securities by any regulatory body.
(c) it should have a track record of compliance with securities market regulations in its
home country.
Conditions for issue of IDR.
An issue of IDR is subject to the following conditions:
(a) issue size should not be less than Rs.50 crore.
(b) procedure to be followed by each class of applicant for applying should be mentioned
in the prospectus;
(c) minimum application amount should be Rs.20,000;
(d) at least 50 %. of the IDR issued should be allotted to qualified institutional buyers on
proportionate basis.
(e) the balance 50 % may be allocated among the categories of non-institutional investors
and retail individual investors including employees19 at the discretion of the issuer and
the manner of allocation has to be disclosed in the prospectus. Allotment to investors
within a category will be on proportionate basis.
Further, atleast 30% of the IDRs issued will be allocated to retail individual investors
and in case of under-subscription in retail individual investor category, spill over to
other categories to the extent of under-subscription may be permitted.
(f) At any given time, there will be only one denomination of IDR of the issuing
company.
2.2.2 Merchant Banking
The merchant banking activity in India is governed by SEBI (Merchant Bankers) Regulations,
1992. All merchant bankers have to be registered with SEBI. The person applying for
certificate of registration as merchant banker has to be a body corporate other than a non-
banking financial company, has necessary infrastructure, and has at least two persons in his
employment with experience to conduct the business of the merchant banker. The applicant
has to fulfill the capital adequacy requirements, with prescribed minimum net worth. The
18
Home country means the country where the issuing company is incorporated and listed.
19
“employee” means a resident of India, and is a permanent and full-time employee or a director, whether whole
time or part time, of the issuer or of the holding company or subsidiary company or of the material associate(s)
of the issuer, whose financial statements are consolidated with the issuer’s financial statements, working in India
and does not include promoters and an immediate relative of the promoter (i.e., any spouse of that person, or
any parent, brother, sister or child of the person or of the spouse
44
regulations specify the code of conduct to be followed by merchant bankers, responsibilities
of lead managers, payments of fees and disclosures to SEBI. They are required to appoint
a Compliance Officer, who monitors compliance requirements of the securities laws and is
responsible for redressal of investor grievance.
2.2.3 Credit Rating
Credit rating is governed by the SEBI (Credit Rating Agencies) Regulations, 1999. The
Regulations cover rating of securities only and not rating of fixed deposits, foreign exchange,
country ratings, real estates etc. CRAs can be promoted by public financial institutions,
scheduled commercial banks, foreign banks operating in India with the approval of RBI,
foreign credit rating agencies recognised in the country of their incorporation, having at least
five years experience in rating, or any company or a body corporate having continuous net
worth of minimum Rs.100 crore for the previous five years. CRAs would be required to have
a minimum net worth of Rs. 5 crore. No Chairman, Director or Employee of the promoters
shall be Chairman, Director or Employee of CRA or its rating committee. A CRA can not rate
(i) a security issued by its promoter, (ii) securities issued by any borrower, subsidiary, an
associate promoter of CRA, if there are common Chairman, Directors and Employees between
the CRA or its rating committee and these entities (iii) a security issued by its associate or
subsidiary if the CRA or its rating committee has a Chairman, Director or Employee who is also
a Chairman, Director or Employee of any such entity.
For all public and rights issues of debt securities, an obligation has been cast on the issuer to
disclose in the offer documents all the ratings it has got during the previous 3 years for any of
its listed securities. CRAs would have to carry out periodic reviews of the ratings given during
the lifetime of the rated instrument.
2.2.4 Demat Issues
As per SEBI mandate, all new IPOs are compulsorily traded in dematerialised form. The
admission to a depository for dematerialisation of securities is a prerequisite for making a
public or rights issue or an offer for sale. The investors would however, have the option of
either subscribing to securities in physical form or dematerialised form. The Companies Act,
1956 requires that every public listed company making IPO of any security for Rs.10 crore or
more shall issue the same only in dematerialised form.
2.2.5 Private Placement
The private placement involves issue of securities, debt or equity, to a limited number of
subscribers, such as banks, FIs, MFs and high net worth individuals. It is arranged through
a merchant/investment banker, who acts as an agent of the issuer and brings together the
issuer and the investor(s). On the presumption that these are allotted to a few sophisticated
and experienced investors and the public at large does not have much stake in it, the securities
45
offered in a private placement are exempt from the public disclosure regulations and registration
requirements of the regulatory body. What distinguishes private placement from public issues
is while the latter invite application from as many subscribers, the subscriptions in the private
placement are normally restricted to a limited number. In terms of the Companies Act, 1956,
offer of securities to more than 50 persons is deemed to be public issue.
2.2.6 Virtual Debt Portal
The private placement of debt as well as transactions in debt securities are generally effected
through opaque negotiations. The result is inefficient price discovery, fragmented market,
low liquidity, poor disclosures and ineffective audit trails. B2B portal, namely debtonnetindia
provides a secure, anonymous, neutral and flexible transactional platform for issue and trading
of fixed income instruments.
The debtonnetindia is a B2B web-enabled market place for primary issuance of debt securities
and provides investors and brokers similar levels of efficiency and transparency on the primary
market segment as exchange system provides for secondary market in debt.
2.2.7 ADRs/GDRs
Indian companies are permitted to raise foreign currency resources through two main
sources:(a) issue of Foreign Currency Convertible Bonds (FCCBs) –more commonly known
as ‘Euro Issues’ and (b) issue of ordinary equity shares through depository receipts, namely,
Global Depository Receipts (GDRs)/American Depository Receipts (ADRs) to foreign investors
i.e. institutional investors or individuals (including NRIs) residing abroad. A depository receipt
(DR) is any negotiable instrument in the form of a certificate denominated in US dollars. The
certificates are issued by an overseas depository bank against certain underlying stock/shares.
The shares are deposited by the issuing company with the depository bank. The depository
bank in turn tenders DRs to the investors. A DR represents a particular bunch of shares on
which the receipt holder has the right to receive dividend, other payments and benefits which
company announces from time to time for the share holders. However, it is non-voting equity
holding. DRs facilitate cross border trading and settlement, minimize transactions costs and
broaden the potential base, especially among institutional investors.
An American Depository Receipt (ADR) is a negotiable U.S. certificate representing ownership

of shares in a non-U.S. corporation. ADRs are quoted and traded in U.S. dollars in the U.S.
securities market. Also, the dividends are paid to investor in U.S. dollars. ADRs were specifically
designed to facilitate the purchase, holding and sale of non-U.S. securities by U.S. investor,
and to provide a corporate finance vehicle for non-U.S. companies. Any non-U.S. company
seeking to raise capital in the U.S. or increase their base of U.S. investor can issue ADRs.
Advantages of ADRs are:
• ADRs allow you to diversify your portfolio with foreign securities easily.
46
• ADRs trade, clear and settle in accordance with U.S. market regulations and permit
prompt dividend payments and corporate action notification.
• If an ADR is exchange-listed, investor also benefits from readily available price and
trading information.
Global Depository Receipts (GDRs) may be defined as a global finance vehicle that allows
an issuer to raise capital simultaneously in two or more markets through a global offering.
GDRs may be used in either the public or private markets inside or outside the US. GDR, a
negotiable certificate usually represents a company’s publicly traded equity or debt.
ADRs and GDRs are identical from a legal, operational, technical and administrative standpoint.
The word ‘global’ denotes receipts issued are on a global basis that is to investors not restricted
to US.
The FCCBs/GDRs/ADRs issued by Indian companies to non-residents have free convertibility

outside India. In India, GDRs/ADRs are reckoned as part of foreign direct investment and
hence need to conform to the existing FDI policy. Resource mobilisation by Indian corporates
through Euro issues by way of FCCBs, GDRs and ADRs has been significant in the 1990s. As
per current guidelines, the proceeds of ADRs/GDRs/FCCBs cannot be used on investment in
real estate and stock markets. This prohibition not only puts restriction on Indian bidders in
the first stage offer to the Government, but also to fund second stage of mandatory public
offer under SEBI Takeover Code. In order to promote the disinvestment programme, it has
been decided that ADR/GDR/FCCB proceeds could be used in the first stage acquisition of
shares in the disinvestment process and also in the mandatory second stage offer to the
public, in view of their strategic importance. It has been clarified by SEBI that the scheme of
two-way fungibility of ADR/GDR issues will be only operated for foreign investors other than
OCBs.
As regards transfer of shares (on conversion of GDRs/ADRs into shares) in favour of residents,
the non-resident holder of GDRs/ADRs should approach the Overseas Depository bank with a
request to the Domestic Custodian bank to get the corresponding underlying shares released in
favour of the non-resident investor for being sold by the non-resident or for being transferred
in the books of the issuing company in the name of the non-resident. In order to improve
liquidity in ADR/GDR market and eliminate arbitrage, RBI issued guidelines in February 2002
to permit two-way fungibility for ADRs/GDRs which means that investors (foreign institutional
or domestic) in any company that has issued ADRs/GDRs can freely convert the ADRs/GDRs
into underlying domestic shares. They can also reconvert the domestic shares into ADRs/
GDRs, depending on the direction of price change in the stock.
47
MODEL QUESTIONS
Ques:1 A company making a public issue of securities has to file a draft prospectus with
SEBI at least ______ prior to the filing of prospectus with the Registrar of
Companies.
(a) 21 days (b) 30 days
(c) one month (d) 15 days
Correct Answer: (b)
Ques:2. In the case of a public issue through 100% book building route what is the minimum
percentage of shares that can be allocated to the retail investors applying for Rs.1000
worth shares for subscription?
(a) 20% (b) 25%
(c) 35% (d) 45%
Correct Answer: (c)
Ques:3 At the time of public issue each company enters into a memorandum of understanding
with its________
(a) Auditors (b) Directors
(c) Merchant Bankers (d) SEBI
Correct Answer: (c)
Ques:4. In terms of Companies Act 1956, offer of securities to more than _____ persons is
deemed to be public issue.
(a) 50 (b) 40
(c) 100 (d) 75
Correct Answer: (a)
Ques:5 A holder of an ADR/GDR does not have right to _____.

(a) vote
(b) receive dividend
(c) receive corporate action notification
(d) trade the ADRs/GDRs in the stock market
Correct Answer: (a)
Ques:6 Which of the following is not true of a credit rating agency (CRA)?
(a) CRA has to have a minimum net worth of 5 crore
(b) CRA cannot rate the securities issued by its promoter
(c) CRA cannot rate the securities issued by any borrower, subsidiary, an associate
promoter of CRA if there are common Chairman, Directors or employee between
CRA or its rating committee and these entities.
(d) CRA can be promoted by any company or body corporate having the net worth
of 100 crore in previous 3 years.
Correct Answer: (d)
48
CHAPTER 3: SECONDARY MARKET
3.1 INTRODUCTION
Secondary market is the place for sale and purchase of existing securities. It enables an
investor to adjust his holdings of securities in response to changes in his assessment about
risk and return. It also enables him to sell securities for cash to meet his liquidity needs. It
essentially comprises of the stock exchanges which provide platform for trading of securities
and a host of intermediaries who assist in trading of securities and clearing and settlement of
trades. The securities are traded, cleared and settled as per prescribed regulatory framework
under the supervision of the Exchanges and SEBI.
3.2 MARKET DESIGN
3.2.1 Stock Exchanges
The stock exchanges are the exclusive centres for trading of securities. Listing of companies on
a Stock Exchange is mandatory to provide an opportunity to investors to invest in the securities
of local companies. The trading volumes on exchanges have been witnessing phenomenal
growth for last few years. Since the advent of screen based trading system in 1994-95, it has
been growing by leaps and bounds and reported a total turnover of Rs.51,30,816 crore during
2007-08. The growth of turnover has, however, not been uniform across exchanges as may
be seen from Table 3.1. The increase in turnover took place mostly at big exchanges(NSE
and BSE) and it was partly at the cost of small exchanges that failed to keep pace with the
changes. The business moved away from small exchanges to big exchanges, which adopted
technologically superior trading and settlement systems. The huge liquidity and order depth of
big exchanges further diverted liquidity of other stock exchanges. The 19 small exchanges put
together reported less than 0.02% of total turnover during 2007-08, while 2 big exchanges
accounted for over 99.98 % of turnover. For most of the exchanges, the raison d’être for
their existence, i.e. turnover, has disappeared. NSE and BSE are the major exchanges having
nationwide operations. NSE operated through 2,956 VSATs in 245 cities at the end of March
2008. .
(Table:3.1): Turnover on NSE vs. Turnover on other Exchanges
(in Rs.crore)
Exchange 2006-07 2007-08 2008-09 2009-10
NSE 19,45,287 35,51,038 27,52,023 4138023
BSE 9,56,185 15,78,857 11,00,074 1378809
Uttar Pradesh 799 475 89 25
Ahmedabad 0 0 0 0
Calcutta 694 446 393 0
49
(in Rs.crore)
Exchange 2006-07 2007-08 2008-09 2009-10
Madras 1 0 0 0
OTCEI 0 0 0 0
Delhi 0 0 0 0
Hyderabad 92 0 0 0
Bangalore 0 0 0 0
ICSE 0 0 0
Magadh 0 0 0 0
Bhubaneshwar 1 0 0 0
Cochin 0 0 0 0
Coimbatore 0 0 0 0
Gauhati 0 0 0 0
Jaipur 0 0 0 0
Ludhiana 0 0 0 0
Madhya Pradesh 0 0 0 0
Mangalore 0 0 0 0
Pune 0 0 0 0
SKSE 0 0 0 0
Vadodara 0 0 0 0
Total 29,03,058 51,30,816 38,52,579 55,16,857
NSE+BSE 29,01,472 51,29,895 38,52,097 55,16,832
Total (Except NSE + BSE) 1,586 921 482 25
Corporatisation & Demutualisation of Stock Exchanges:
‘Corporatisation’ means the succession of a recognized stock exchange, being a body of

individuals or a society registered under the Societies Registration Act 1860 (21 of 1860)
by another stock exchange, being a company incorporated for the purpose of assisting,
regulating or controlling the business of buying, selling or dealing in securities carried on by
such individuals or society.
‘Demutualisation’ means the segregation of ownership and management from the trading
rights of the members of a recognized stock exchange in accordance with the scheme approved
by the Securities and Exchange Board of India.
Demutualization is the process through which a member-owned company becomes shareholder-

owned company. Worldwide, stock exchanges have offered striking example of the trend
towards demutualization, as the London Stock Exchange (LSE), New York Stock Exchange
(NYSE), Toronto Stock Exchange (TSE) and most other exchanges across the globe have
moved towards demutualization and India is no exception to it.
In January 2002, SEBI directed all the recognised stock exchanges to suitably amend their
Rules, Articles etc. within a period of two months from the date of the order to provide that
50
no broker member of the stock exchanges shall be an office bearer of an exchange, i.e. hold
the position of President, Vice President, Treasurer etc. This was done to give effect to the
decision taken by SEBI and the policy decision of Government in regard to demutualisation/
corporatisation of exchanges by which ownership, management and trading membership
would be segregated from each other.
Corporatisation and demutualisation of stock exchanges are complex subjects and involve
a number of legal, accounting, Companies Act related and tax issues. Therefore, SEBI set
up in March 2002 a Group on ‘Corporatisation & Demutualisation of Stock Exchanges’ under
the Chairmanship of Shri M. H. Kania, former Chief Justice of India. The Group submitted its
report in August 2002 with the following recommendations:
(a) A common model for corporatisation and demutualisation may be adopted for all stock
exchanges. Each stock exchange would be required to submit a scheme drawn on the
lines of the recommendations of the Group to SEBI for approval. Any stock exchange
failing to comply with the requirement of corporatisation and demutualisation by the
appointed date may be derecognised.
(b) The SCRA may be amended to provide that a stock exchange should be a company
incorporated under the Companies Act. The stock exchanges set up as association
of persons or as companies limited by guarantee may be converted into companies
limited by shares.
(c) The Income Tax Act may be amended to provide that the accumulated reserves of the
stock exchange as on the day of corporatisation are not taxed. The reserves may be
taxed in the hands of the shareholders when these are distributed to shareholders as
dividend at the net applicable tax rate. All future profits of the stock exchange after
it becomes a for-profit company may be taxed. Further, the issue of ownership rights
(shares) and trading rights in lieu of the card should not be regarded as transfer and
not attract capital gains tax. However, at the point of sale of any of these two rights,
capital gains tax would be attracted.
(d) The Indian Stamp Act and the Sales Tax laws may be amended to exempt from stamp
duty and sales tax, the transfer of the assets from the mutual stock exchange and the
issuance of shares by the new demutualised for-profit company.
(e) While the Group favours the deposit system for trading rights, it likes to leave the
choice of adopting either the card or the deposit system to the exchanges. If the deposit
system is accepted, the value of the card will be segregated into two independent
rights namely the right to share in the net assets and goodwill of the stock exchange
and the right to trade on the stock exchange.
(f) The three stakeholders viz. shareholders, brokers and investing public through
the regulatory body should be equally represented on the governing board of
the demutualised exchange. The roles and hence the posts of the Chairman and
Chief Executive should be segregated. The Chairman should be a person who has
considerable knowledge and experience of the functioning of the stock exchanges
51
and the capital market. The Chairman of the Board should not be a practicing broker.
The exchange must appoint a CEO who would be solely responsible for the day to day
functioning of the exchange, including compliance with various regulations and risk
management practices. The board should not constitute any committee which would
dilute the independence of the CEO.
(g) The demutualised stock exchanges should follow the relevant norms of corporate
governance applicable to listed companies in particular, the constitution of the audit
committee, standards of financial disclosure and accounting standards, disclosures
in the annual reports, disclosures to shareholders and management systems and
procedures. It would be desirable for the demutualised exchanges to list its shares
on itself or on any other exchange. However, this may not be made mandatory; in
case the exchange is listed the monitoring of its listing conditions should be left to the
Central Listing Authority or SEBI.
(h) No specific form of dispersal need be prescribed but there should be a time limit
prescribed, say three years which can be extended by a further maximum period of
2 years with the approval of SEBI, within which at least 51% of the shares would be
held by non-trading members of the stock exchange. There should be a ceiling of 5%
of the voting rights, which can be exercised by a single entity, or groups of related
entities, irrespective of the size of ownership of the shares.
Thereafter, various activities associated with the C&D were completed by the stock exchanges
within time specified in the respective approved schemes. During the year 2007, SEBI approved
and notified the corporatisation and Demutualisation Schemes of 19 stock exchanges, under
Section 4B(8) of the Securities Contracts (Regulation) Act, 1956.
Stock Exchanges Subsidiary
SEBI required with effect from February 28, 2003 that the small stock exchanges which
are permitted to promote/float a subsidiary/company to carry out the following changes in
management structure of their subsidiaries and to ensure the compliance:
1. The subsidiary company should appoint a CEO who should not hold any position
concurrently in the stock exchange (parent exchange). The appointment, the terms
and conditions of service, the renewal of appointment and the termination of service
of CEO should be subject to prior approval of SEBI.
2. The governing board of the subsidiary company should have the following composition
viz., (a) the CEO of the subsidiary company should be a director on the Board of
subsidiary and the CEO should not be a sub-broker of the subsidiary company or
a broker of the parent exchange (b) at least 50% of directors representing on the
Governing Board of subsidiary company should not be sub-brokers of the subsidiary
company or brokers of the promoter/holding exchange and these directors should be
called the Public Representatives (c) the public representatives should be nominated
by the parent exchange (subject to prior approval of SEBI) (d) public representatives
52
should hold office for a period of one year from the date of assumption of the office or
till the Annual General Meeting of subsidiary company whichever is earlier (e) there
should be a gap of at least one year after a consecutive period of three years before
re-nomination of any person for the post of non-member director (f) the parent
exchange should appoint a maximum of two directors who are officers of the parent
exchange.
3. The subsidiary company should have its own staff none of whom should be concurrently
working for or holding any position of office in the parent exchange.
4. The parent exchange should be responsible for all risk management of the subsidiary
company and shall set up appropriate mechanism for the supervision of the trading
activity of subsidiary company.
3.2.2 Membership in NSE
There are no entry/exit barriers to the membership of NSE. Anybody can become a member
by complying with the prescribed eligibility criteria and exit by surrendering membership
without any hidden cost.
The members are admitted to different segments of the Exchange subject to the provisions
of the Securities Contracts (Regulation) Act, 1956, the SEBI Act, 1992, the rules, circulars,
notifications, guidelines, etc. issued hereunder and the byelaws, rules and regulations of the
Exchange. The trading members of NSE have certain benefits, which includes:
(a) Access to a nation - wide trading facility for equities, derivatives, debt and hybrid
instruments / products;
(b) Ability to provide a fair, efficient and transparent securities market to the investors;
(c) Use of state-of-the-art electronic trading systems and technology;
(d) Dealing with an organisation which follows strict standards for trading & settlement at
par with those available at the top international bourses and constantly strives to
move towards a global marketplace in the securities industry.
New Membership
The persons eligible to become trading members of Exchange are:
(a) Individuals;
(b) Partnership firms registered under the Indian Partnership Act, 1932.
(c) Institutions, including subsidiaries of banks engaged in financial services;
(d) Banks for Currency Derivatives Segment;
(e) Body corporates including companies as defined in the Companies Act, 1956. A
company is eligible to be admitted as a member if:
53
i) It is formed in compliance with provisions of Section 12 of the Companies Act 1956
which mentions about the mode of forming incorporated company;
ii) It complies with the financial requirements and norms as may be specified by SEBI;
iii) The directors of the company shouldn’t have been disqualified for being members of a
stock exchange and should not have held the offices of the directors in any company
which had been a member of the stock exchange and had been declared defaulter or
expelled by the stock exchange; and
(f) Such other persons or entities as may be permitted from time to time by RBI/SEBI
under the Securities Contracts (Regulations) Rules, 1957.
Membership for Different Segments at NSE
Persons or Institutions desirous of securing admission as members (stock brokers) on the

Exchange may apply for membership on any one of the following segment groups:
(a) Wholesale Debt Market (WDM) Segment
(b) Capital Market (CM) segment
(c) Capital Market (CM) and Wholesale Debt Market (WDM) segment
(d) Capital Market (CM) and Futures & Options (F&O) segment
(e) Capital Market (CM), Futures & Options (F&O) segment and Wholesale Debt Market
(WDM) segment
(f) Currency Derivatives (CD) segment with or without the above mentioned segments.
(g) Clearing Membership of National Securities Clearing Corporation Ltd. (NSCCL) as a

Professional Clearing Member (PCM). Professional Clearing Members do not trade but
only clear and settle trades executed by other trading members (TMs). Professional
clearing membership is only applicable for the F&O and CD segments.
In addition to the trading membership in the F&O segment, the trading member can also take
two types of clearing membership in the F&O Segment i.e. as a clearing member and self
clearing member. The self clearing members clear and settle the trades executed by them
only, either on their account or on account of their clients. Trading members cum clearing
members can clear and settle their own trades as well as trades of other trading members.
Trading members registered in F&O segment and CD segment are eligible to trade in interest
rate futures market.
Eligibility Criteria for Membership:
The eligibility criteria and deposits/fees payable for trading membership are summarised in
Table 3.2. An applicant for membership must possess the minimum stipulated networth. The
networth for the purpose should be calculated as stipulated by the Exchange/SEBI. In case
54
the company is a member of any other Stock Exchange(s), it should satisfy the combined
minimum networth requirements of all these Stock Exchanges including NSEIL. The minimum
paid up capital of a corporate applicant for trading membership should be Rs. 30 lakh.
Table 3.2: Eligibilty Criteria for Membership

(Amount in Rs. Lakh)
Particulars/ CM CM and F&O WDM CM and WDM CM,WDM and

Segments F&O
Minimum Paid- 30 30 30 30 30
up capital
Net Worth 100 100 (Membership 200 200 200
in CM segment (Membership in
and WDM segment,
Trading/Trading CM segment and
and self clearing Trading/Trading
membership and Self Clearing
in F&O membership in
segment) F&O segment)
300 300
(Membership (Membership in
in CM segment WDM segment,
and Trading CM segment and
and Clearing Trading and
membership in Clearing
F&O segment) membership in
F&O segment)
Interest Free 85 110 150 235 260
Security
Deposit with
NSEIL
Interest Free 15 15 * NIL 15 15 *
Security
Deposit with
NSCCL
Collateral 25 25** NIL 25 25**
Security
Deposit with
NSCCL
Annual 1 1 1 2 2
Subscription
Advance NIL 1 NIL NIL 1
Minimum
Transaction
Charges
for Futures
Segment
55
Particulars/ CM CM and F&O WDM CM and WDM CM,WDM and
Segments F&O
Education Two directors Two directors Two directors Two directors Two directors
should be HSC. should be HSC. should be should be HSC. should be HSC.
Dealers should Dealers should HSC. Dealers should Dealers should
also have also have passed Dealers also have also have passed
passed SEBI SEBI approved should also passed FIMMDA-NSE Debt
approved certification test have passed FIMMDA-NSE Market (Basic
certification for Derivatives FIMMDA-NSE Debt Market Module) of NCFM,
test for Capital and Capital Debt Market (Basic Module) Capital Market
Market Module Market Module of (Basic of NCFM & Module of NCFM.&
of NCFM. NCFM. Module) of Capital Market SEBI approved
NCFM. Module of certification test
NCFM. for Derivatives
Experience ---------------Two year’s experience in securities market-----------------------
Track Record The Directors should not be defaulters on any stock exchange. They must not be
debarred by SEBI for being associated with capital market as intermediaries. They
must be engaged solely in the business of securities and must not be engaged in any
fund-based activity.
Net worth requirement for Professional Clearing members in F&O segment is Rs. 300 lakhs. Further, a Professional
Clearing member needs to bring IFSD of 25 lakhs with NSCCL and Collateral Security Deposit (CSD) of 25 lakh with
NSCCL as deposits.
* Additional IFSD of 25 lakhs with NSCCL is required for Trading and Clearing members (TM-CM) and for Trading
and Self clearing members (TM/SCM).
** Additional Collateral Security Deposit (CSD) of 25 lakhs with NSCCL is required for Trading and Clearingmembers
(TM-CM) and for Trading and Self clearing members (TM/SCM). In addition, a member clearing for others is
required to bring in IFSD of Rs. 2 lakh and CSD of Rs. 8 lakh per trading member he undertakes to clear in the
F&O segment.
Table 3.3: Eligibility Criteria for Membership- Individuals/ Partnership Firms

(Amount in Rs. lakh)
Particulars CM CM and F&O WDM CM and CM,WDM and F&O

WDM
Net Worth 75 (Membership in CM 200 (Membership in
segment and Trading WDM segment, CM
membership in F&O segment and Trading/
segment) Trading and Self
Clearing membership
100 (Membership in CM in F&O segment)
segment and Trading and
75 200 200
Self clearing membership 300 (Membership in
in the F&O segment) WDM segment,CM
segment and
300 (Membership in CM Trading and clearing
segment and Trading and membership on F&O
Clearing membership in segment)
F&O segment)
Interest Free Security
Deposit (IFSD) with 26.5 51.5 150 176.5 201.5
NSEIL
Interest Free Security
Deposit (IFSD) with 6 6* NIL 6 6*
NSCCL
Collateral Security
Deposit (CSD) with 17.5 17.5 ** NIL 17.5 17.5 **
NSCCL
56
Particulars CM CM and F&O WDM CM and CM,WDM and F&O
WDM
Annual Subscription 0.5 0.5 1 1.5 1.5
Advance Minimum NIL 1 NIL NIL 1
Transaction Charges
for Futures Segment
Track Record The Partners/Proprietor should not be defaulters on any stock exchange. They
must not be debarred by SEBI for being associated with capital market as
intermediaries. They must be engaged solely in the business of securities and
must not be engaged in any fund-based activity.
* Additional IFSD of 25 lakhs with NSCCL is required for Trading and Clearing Members (TM-CM) and for Trading
and Self clearing members (TM/SCM).
** Additional Collateral Security Deposit (CSD) of 25 lakh with NSCCL is required for Trading and Clearing members
(TM-CM) and for Trading and Self clearing members (TM/SCM).
Admission: Admission is a two-stage process with applicants requiring to go through an

examination (a module of NCFM) followed by an interview with the Membership Recommendation
Committee. At any point of time the applicant has to ensure that at least the sole proprietor/
one of the designated partner/one of the designated director/compliance officer has a valid
certificate for Securities Market (Basic) Module or Compliance Officers (Brokers) Module or
the relevant module pertaining to the segments wherein membership of the Exchange has
been sought.i.e.
(a) Capital Market (Dealers) Module
(b) Derivatives Market (Dealers) Module
(c) National Institute of Securities Markets (NISM) Series I – Currency Derivatives

Certification Examination
Applicants are required to submit application form, in the prescribed format along with other
relevant documents to the Exchange.
The application for new membership is then forwarded to Membership Recommendation

Committee. The Membership Recommendation Committee (MRC) consists of seven persons from
various disciplines. The MRC conducts interviews of the applicants for trading membership. In
case of corporates, the dominant shareholder and designated directors; in case of individuals,
the individual himself and in case of partnership firms – two designated partners have to appear
for the interview. The purpose of the interview is to acquire information about their capability
& commitment to carry on stock broking activities, financial standing and integrity.
The MRC recommends the names for admission of trading members to the Membership Approval
Committee (Sub-committee of board of directors)/Board of directors of the Exchange.
The Board of Directors after taking into consideration the recommendations of the MRC either
approves or rejects the applications.
On getting approval from the Board, an admission on a provisional basis is provided to the
applicant subject to certain conditions like registration with SEBI, submission of relevant
57
fees/deposits and documents. The documents of the member are then forwarded to SEBI for
registration.
After satisfying itself as to compliance with respect to all the prescribed norms, SEBI grants a
Registration Certificate in the name of the applicant.
The applicant then has to remit the prescribed membership deposits (as required by the
demand advice attached to the provisional offer letter) within the time frame prescribed in the
demand advice attached to the provisional offer letter.
After obtaining SEBI Registration, payment of fees/deposits and submission of relevant

documents, the trading member has to satisfy all the formalities and requirements of Exchange
and NSCCL for enablement. The dealers on CM segment are required to clear the Capital
Market (Dealers) Module of NCFM; dealers on Futures & Options Segment are required to
clear the Derivatives Market (Dealers) Module or equivalent examination of NCFM and dealers
on Currency Derivatives segment are required to clear National Institute of Securities Market
(NISM) Series I- Currency Derivatives Certificate Examination. This is a pre-requisite without
which user-ids are not issued.
After ensuring that all the formalities and requirements with regard to the Exchange and
NSCCL are complied, the Trading Member is enabled to trade on the NEAT system.
3.2.3 Listing of securities
Listing means admission of securities of an issuer to trading privileges on a stock exchange

through a formal agreement. The prime objective of admission to dealings on the Exchange
is to provide liquidity and marketability to securities, as also to provide a mechanism for
effective management of trading.
Listing Criteria
As per SEBI directive, an unlisted company may make an initial public offering (IPO) of equity
shares or any other security which may be converted into or exchanged with equity shares at
a later date, only if it meets all the following conditions:
(a) The company should have net tangible assets of at least Rs. 3 crore in each of the
preceding 3 full years (of 12 months each), of which not more than 50% is held in
monetary assets;
(b) The company should have a track record of distributable profits in terms of section
205 of the Companies Act, 1956, for at least three (3) out of immediately preceding
five (5) years;
(c) The company should have a net worth of at least Rs. 1 crore in each of the preceding
3 full years (of 12 months each);
(d) In case the company has changed its name within the last one year, atleast 50% of
the revenue for the preceding 1 full year is earned by the company from the activity
suggested by the new name; and
58
(e) The aggregate of the proposed issue and all previous issues made in the same financial
year in terms of size (i.e. offer through offer document + firm allotment + promoters’
contribution through the offer document), does not exceed five (5) times its pre-issue
networth as per the audited balance sheet of the last financial year.
Listing agreement
At the time of listing securities of a company on a stock exchange, the company is required
to enter into a listing agreement with the exchange. The listing agreement specifies the terms
and conditions of listing and the disclosures that shall be made by a company on a continuous
basis to the exchange for the dissemination of information to the market.
Disclosure of audit qualifications:
SEBI has advised the Stock exchanges to modify the listing agreement to incorporate disclosure
of audit qualifications. The same would include:
• disclosures of amounts at the year end and the maximum amount of loans/ advances/
investments outstanding during the year from both parent to subsidiary and vice
versa,
• un-audited quarterly results of all listed companies should be subjected to Limited

Review from the quarters ending on or after June 30, 2003,
• publication of consolidated financial results along with stand-alone financial results

should be applicable on annual basis only. However, companies may have option to
publish consolidated financial results along with stand alone financial results on a
quarterly/half yearly basis,
• In addition to the above, the stock exchanges should also be required to inform SEBI
in cases where companies have failed to remove audit qualifications.
3.2.4 Delisting of Securities
SEBI (Delisting of Securities) Guidelines 2003 are applicable to delisting of securities of

companies and specifically apply to:
(a) Voluntary delisting being sought by the promoters of a company
(b) Any acquisition of shares of the company (either by a promoter or by any other
person) or scheme or arrangement, by whatever name referred to, consequent to
which the public shareholding falls below the minimum limit specified in the listing
conditions or listing agreement that may result in delisting of securities
(c) Promoters of the companies who voluntarily seek to de-list their securities from all or
some of the stock exchanges
(d) Cases where a person in control of the management is seeking to consolidate his
holdings in a company, in a manner which would result in the public shareholding in
59
the company falling below the limit specified in the listing conditions or in the listing
agreement that may have the effect of company being de-listed
(e) Companies which may be compulsorily de-listed by the stock exchanges: provided
that company shall not be permitted to use the buy-back provision to delist its
securities.
Voluntary Delisting
• Any promoter or acquirer desirous of delisting securities of the company under the
provisions of these guidelines should obtain the prior approval of shareholders of
the company by a special resolution passed at its general meeting, make a public
announcement in the manner provided in these guidelines, make an application to
the delisting exchange in the form specified by the exchange, and comply with such
other additional conditions as may be specified by the concerned stock exchanges
from where securities are to be de-listed.
• Any promoter of a company which desires to de-list from the stock exchange should
determine an exit price for delisting of securities in accordance with the book building
process as stated in the guidelines.
• The stock exchanges shall provide the infrastructure facility for display of the price
at the terminal of the trading members to enable the investors to access the price on
the screen to bring transparency to the delisting process. The stock exchange shall
also monitor the possibility of price manipulation and keep under special watch the
securities for which announcement for delisting has been made.
Compulsory De-listing of Companies
• The stock exchanges may de-list companies which have been suspended for a
minimum period of six months for non-compliance with the listing agreement.
• The stock exchanges have to give adequate and wide public notice through newspapers
and also give a show cause notice to a company. The exchange shall provide a time
period of 15 days within which representation may be made to the exchange by any
person who may be aggrieved by the proposed delisting.
• Where the securities of the company are de-listed by an exchange, the promoter of
the company should be liable to compensate the security holders of the company
by paying them the fair value of the securities held by them and acquiring their
securities, subject to their option to remain security-holders with the company.
Reinstatement of De-listed Securities
Reinstatement of de-listed securities should be permitted by the stock exchanges with a

cooling period of 2 years. It should be based on the respective norms/criteria for listing at the
60
time of making the application for listing and the application should be initially scrutinized by
the CLA.
3.2.5 Listing of Securities on NSE
NSE plays an important role in helping Indian companies access equity capital, by providing
a liquid and well-regulated market. NSE has 1,381 (as on 31st March 2008) companies listed
representing the length, breadth and diversity of the Indian economy which includes from
hi-tech to heavy industry, software, refinery, public sector units, infrastructure, and financial
services. Listing on NSE raises a company’s profile among investors in India and abroad. Trade
data is distributed worldwide through various news-vending agencies. More importantly, each
and every NSE listed company is required to satisfy stringent financial, public distribution and
management requirements. High listing standards foster investor confidence and also bring
credibility into the markets.
NSE lists securities in its Capital Market (Equities) segment and its Wholesale Debt Market
segment. NSE trading terminals are now situated in 245 cities across the length and breadth
of India. Securities listed on the Exchange are required to fulfill the eligibility criteria for listing.
Various types of securities of a company are traded under a unique symbol and different
series.
Benefits of Listing on NSE
Listing on NSE provides qualifying companies with the broadest access to investors, the
greatest market depth and liquidity, cost-effective access to capital, the highest visibility, the
fairest pricing, and investor benefits.
(a) A premier marketplace: The sheer volume of trading activity ensures that the
impact cost is lower on the Exchange which in turn reduces the cost of trading to the
investor. NSE’s automated trading system ensures consistency and transparency in the
trade matching which enhances investors confidence and visibility of our market.
(b) Visibility: The trading system provides unparallel level of trade and post-trade
information. The best 5 buy and sell orders are displayed on the trading system and
the total number of securities available for buying and selling is also displayed. This
helps the investor to know the depth of the market. Further, corporate announcements,
results, corporate actions etc are also available on the trading system.
(c) Largest exchange: NSE is the largest exchange in the county in terms of trading
volumes. NSE’s reported turnover in the equities segment accounts for over 74 % of
the total Indian securities market.
(d) Unprecedented reach: NSE provides a trading platform that extends across the
length and breadth of the country. The Exchange uses the latest communication
technology to give instant access to investors from many locations.
(e) Modern infrastructure: NSE introduced for the first time in India, fully automated
screen based trading. The Exchange uses a sophisticated telecommunication network
61
with trading terminals connected through VSATs (Very Small Aperture Terminals) and
leased lines.
(f) Transaction speed: The speed at which the Exchange processes orders, results
in liquidity and best available prices. The Exchange’s trading system on an average
processes large numbers of orders per minute.
(g) Short settlement cycles: The exchanges follows a T+2 settlement cycle which is of
international standards.
(h) Broadcast facility for corporate announcements: The NSE network is used to
disseminate information and company announcements across the country. Important
information regarding the company is announced to the market through the Broadcast
Mode on the NEAT system as well as disseminated through the NSE’s website.
Corporate developments such as financial results, book closure, announcements
of bonus, rights, takeover, mergers etc. are disseminated across the country thus
minimizing scope for price manipulation or misuse.
(i) Trade statistics for listed companies: Listed companies are provided with monthly
trade statistics for all the securities of the company listed on the Exchange.
(j) Investor service centers: Investor-service centers opened by NSE across the
country cater to the needs of investors.
Listing criteria:
The Exchange has laid down criteria for listing of new issues by companies through IPOs,
companies listed on other exchanges in conformity with the Securities Contracts (Regulation)
Rules, 1957 and directions of the Central Government and the Securities and Exchange Board
of India (SEBI). The criteria include minimum paid-up capital and market capitalisation,
company/promoter’s track record, etc. The listing criteria for companies in the CM Segment
are presented in Table 3.4. The issuers of securities are required to adhere to provisions of
the Securities Contracts (Regulation) Act, 1956, the Companies Act, 1956, the Securities and
Exchange Board of India Act, 1992, and the rules, circulars, notifications, guidelines, etc.
prescribed there under.
Table 3.4: Listing Criteria for Companies on the CM Segment of NSE
Criteria Initial Public Offerings (IPOs) Companies listed on other exchanges
Paid-up PUEC ≥ Rs. 10 cr. and MC ≥ Rs. 25 cr. PUEC ≥ Rs. 10 cr. and MC ≥ Rs. 25 cr. OR
Equity Capital PUEC ≥ Rs. 25 cr. OR
(PUEC)/Market MC ≥ Rs. 50 cr. OR
Capitalisation (MC) The company shall have a net worth of
/Net Worth not less than Rs.50 crores in each of the
preceding financial years.
62
Criteria Initial Public Offerings (IPOs) Companies listed on other exchanges
Company/ Atleast 3 years track record of either Atleast three years track record of either
Promoter’s Track a) the applicant seeking listing OR a) the applicant seeking listing; OR
Record b) the promoters/promoting company b) the promoters/promoting company,
incorporated in or outside India OR incorporated in or outside India.
c) Partnership firm and subsequently
converted into Company not
in existence as a Company for
three years and approaches the
Exchange for listing. The Company
subsequently formed would be
considered for listing only on
fulfillment of conditions stipulated
by SEBI in this regard.
Dividend Record -- Dividend paid in at least 2 out of the last

/ Net worth / 3 financial years immediately preceding
Distributable the year in which the application has been
Profits made OR The networth of the applicants
atleast Rs.50 crores OR The applicant has
distributable profits in at least two out of
the last three financial years.
Listing -- Listed on any other recognized stock
exchange for at least last three years OR
listed on the exchange having nationwide
trading terminals for at least one year.
Other (a) No disciplinary action by other stock (a) No disciplinary action by other stock
Requirements exchanges/regulatory authority in exchanges/regulatory authority in past
past 3 yrs. 3 yrs.
(b) Satisfactory redressal mechanism (b) Satisfactory redressal mechanism for
for investor grievances, investor grievances,
(c) distribution of shareholding and (c) distribution of shareholding and
(d) details of litigation record in past 3 (d) details of litigation record in past 3
years years.
(e) Track record of Directors of the (e) Track record of Directors of the
Company Company
(f) Change in control of a Company/
Utilisation of funds raised from public
Note:
1. (a) In case of IPOs, Paid up Equity Capital means post issue paid up equity capital.
(b) In case of Existing companies listed on other exchanges, the existing paid up equity capital as well as the
paid up equity capital after the proposed issue for which listing is sought shall be taken into account.
2. (a) In case of IPOs, market capitalisation is the product of the issue price and the post-issue number of equity
shares.
(b) In case of case of Existing companies listed on other stock exchanges the market capitalisation shall be
calculated by using a 12 month moving average of the market capitalisation over a period of six months
immediately preceding the date of application. For the purpose of calculating the market capitalisation over
a 12 month period, the average of the weekly high and low of the closing prices of the shares as quoted
on the National Stock Exchange during the last twelve months and if the shares are not traded on the
National Stock Exchange such average price on any of the recognised Stock Exchanges where those shares
are frequently traded shall be taken into account while determining market capitalisation after making
necessary adjustments for Corporate Action such as Rights / Bonus Issue/Split.
63
3. In case of Existing companies listed on other stock exchanges, the requirement of Rs.25 crores market
capitalisation shall not be applicable to listing of securities issued by Government Companies, Public Sector
Undertakings, Financial Institutions, Nationalised Banks, Statutory Corporations and Banking Companies who
are otherwise bound to adhere to all the relevant statutes, guidelines, circulars, clarifications etc. that may be
issued by various regulatory authorities from time to time
4. Net worth means paid-up equity capital + reserves excluding revaluation reserve - miscellaneous expenses not
written off - negative balance in profit and loss account to the extent not set off.
5. Promoters mean one or more persons with minimum 3 years of experience of each of them in the same line of
business and shall be holding at least 20 % of the post issue equity share capital individually or severally.
6. In case a company approaches the Exchange for listing within six months of an IPO, the securities may be
considered as eligible for listing if they were otherwise eligible for listing at the time of the IPO. If the company
approaches the Exchange for listing after six months of an IPO, the norms for existing listed companies may be
applied and market capitalisation be computed based on the period from the IPO to the time of listing.
3.2.6 Dematerialisation
Traditionally, settlement system on Indian stock exchanges gave rise to settlement risk due to
the time that elapsed before trades were settled. Trades were settled by physical movement
of certificates. This had two aspects: First related to settlement of trade in stock exchanges
by delivery of shares by the seller and payment by the buyer. The stock exchange aggregated
trades over a period of time and carried out net settlement through the physical delivery of
securities. The process of physically moving the securities from the seller to his broker to
Clearing Corporation to the buyer’s broker and finally to the buyer took time with the risk of
delay somewhere along the chain. The second aspect related to transfer of shares in favour
of the purchaser by the issuer. This system of transfer of ownership was grossly inefficient as
every transfer involved the physical movement of paper securities to the issuer for registration,
with the change of ownership being evidenced by an endorsement on the security certificate.
In many cases the process of transfer took much longer than the two months as stipulated
in the Companies Act, and a significant proportion of transactions ended up as bad delivery
due to faulty compliance of paper work. Theft, forgery, mutilation of certificates and other
irregularities were rampant, and in addition the issuer had the right to refuse the transfer
of a security. Thus, the buyer did not get good title of the securities after parting with good
money. All this added to costs and delays in settlement, restricted liquidity and made investor
grievance redressal time-consuming and at times intractable.
To obviate these problems, the Depositories Act, 1996 was passed to provide for the
establishment of depositories in securities with the objective of ensuring free transferability of
securities with speed, accuracy and security by
• making securities of public limited companies freely transferable subject to certain

exceptions;
• dematerialising the securities in the depository mode; and
• Providing for maintenance of ownership records in a book entry form.
In order to streamline both the stages of settlement process, the Depositories Act envisages
transfer of ownership of securities electronically by book entry without making the securities
move from person to person. The Act has made the securities of all public limited companies
64
freely transferable by restricting the company’s right to use discretion in effecting the transfer
of securities, and dispensing with the transfer deed and other procedural requirements under
the Companies Act.
A depository holds securities in dematerialised form. It maintains ownership records of

securities and effects transfer of ownership through book entry. By fiction of law, it is the
registered owner of the securities held with it with the limited purpose of effecting transfer of
ownership at the behest of the owner. The name of the depository appears in the records of
the issuer as registered owner of securities. The name of actual owner appears in the records
of the depository as beneficial owner. The beneficial owner has all the rights and liabilities
associated with the securities. The owner of securities intending to avail of depository services
opens an account with a depository through a depository participant (DP). The securities are
transferred from one account to another through book entry only on the instructions of the
beneficial owner.
In order to promote dematerialisation of securities, NSE joined hands with leading financial
institutions to establish the National Securities Depository Ltd. (NSDL), the first depository
in the country, with the objective of enhancing the efficiency in settlement systems as also
to reduce the menace of fake/forged and stolen securities. This has ushered in an era of
dematerialised trading and settlement. SEBI has made dematerialised settlement mandatory
in an ever-increasing number of securities in a phased manner, thus bringing about an increase
in the proportion of shares delivered in dematerialised form. This was initially introduced for
institutional investors and was later extended to all investors. Starting with twelve scrips on
January 15, 1998, all investors were required to mandatorily trade in dematerialised form in
respect of 2,335 securities as at end-June 2001. By November 2001, 3811 companies were
under demat mode and the rest of the companies were brought under compulsory demat
mode by January 02, 2002. At the end of September 2010 2008, 8,514 and 7,392 companies
were connected to NSDL and CDSL respectively. The number of dematerialised securities
together at NSDL & CDSL increased from 39 billion at the end of March 2001 to 495 billion at
the end of September 2010.
Pursuant to the SEBI directive on providing facility for small investors holding physical shares
in the securities mandated for compulsory demat, the Exchange has provided such facility
for trading in physical shares not exceeding 500 shares in the Limited Physical (LP) market
segment.
Primarily all trades are now settled in dematerialized form. The share of demat delivery in
total delivery at NSE increased to almost 100% in value terms.
3.3 TRADING
3.3.1 Trading Mechanism
The trading on stock exchanges in India used to take place through open outcry without
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use of information technology for immediate matching or recording of trades. This was time
consuming and inefficient. This imposed limits on trading volumes and efficiency. In order
to provide efficiency, liquidity and transparency, NSE introduced a nation-wide on-line fully-
automated screen based trading system (SBTS) where a member can punch into the computer
quantities of securities and the prices at which he likes to transact and the transaction is
executed as soon as it finds a matching sale or buy order from a counter party.
SBTS electronically matches orders on a strict price/time priority and hence cuts down on
time, cost and risk of error, as well as on fraud resulting in improved operational efficiency. It
allows faster incorporation of price sensitive information into prevailing prices, thus increasing
the informational efficiency of markets. It enables market participants, irrespective of their
geographical locations, to trade with one another simultaneously, improving the depth and
liquidity of the market. It provides full anonymity by accepting orders, big or small, from
members without revealing their identity, thus providing equal access to everybody. It also
provides a perfect audit trail, which helps to resolve disputes by logging in the trade execution
process in entirety. This diverted liquidity from other exchanges and in the very first year of
its operation, NSE became the leading stock exchange in the country, impacting the fortunes
of other exchanges and forcing them to adopt SBTS also. Today India can boast that almost
100% trading takes place through electronic order matching.
Technology was used to carry the trading platform from the trading hall of stock exchanges to
the premises of brokers. NSE carried the trading platform further to the PCs at the residence of
investors through the Internet and to handheld devices through Wireless Application Protocol
(WAP) for convenience of mobile investors. This made a huge difference in terms of equal
access to investors in a geographically vast country like India.
The trading network is depicted in Figure 3.1. NSE has main computer which is connected
through Very Small Aperture Terminal (VSAT) installed at its office. The main computer runs
on a fault tolerant STRATUS mainframe computer at the Exchange. Brokers have terminals
(identified as the PCs in the Figure 3.1) installed at their premises which are connected through
VSATs/leased lines/modems. An investor informs a broker to place an order on his behalf. The
broker enters the order through his PC, which runs under Windows NT and sends signal to the
Satellite via VSAT/leased line/modem. The signal is directed to mainframe computer at NSE
via VSAT at NSE’s office. A message relating to the order activity is broadcast to the respective
member. The order confirmation message is immediately displayed on the PC of the broker.
This order matches with the existing passive order(s) otherwise it waits for the active orders
to enter the system. On order matching, a message is broadcast to the respective member.
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Figure 3.1: Trading Network
The trading system operates on a strict price time priority. All orders received on the system
are sorted with the best priced order getting the first priority for matching i.e., the best
buy orders match with the best sell order. Similar priced orders are sorted on time priority
basis, i.e. the one that came in early gets priority over the later one. Orders are matched
automatically by the computer keeping the system transparent, objective and fair. Where an
order does not find a match, it remains in the system and is displayed to the whole market,
till a fresh order comes in or the earlier order is cancelled or modified. The trading system
provides tremendous flexibility to the users in terms of kinds of orders that can be placed on
the system.
Several time-related (day, immediate or cancel), price-related (buy/sell limit and stop loss
orders) or volume related (Disclosed Quantity) conditions can be easily built into an order. The
trading system also provides complete market information on-line. The market screen at any
point of time provides complete information on total order depth in a security, the five best
buys and sells available in the market, the quantity traded during the day in that security, the
high and the low, the last traded price, etc. Investors can also know the fate of the orders
almost as soon as they are placed with the trading members. Thus the NEAT system provides
an Open Electronic Consolidated Limit Order Book (OECLOB). Limit orders are orders to buy or
sell shares at a stated quantity and stated price. If the price quantity conditions do not match,
the limit order will not be executed. The term ‘limit order book’ refers to the fact that only
limit orders are stored in the book and all market orders are crossed against the limit orders
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sitting in the book. Since the order book is visible to all market participants, it is termed as
an ‘Open Book’.
NEAT SYSTEM
The NEAT system supports an order driven market, wherein orders match on the basis of price
and time priority. All quantity fields are in units and prices are quoted in Indian Rupees. The
regular lot size and tick size for various securities traded is notified by the Exchange from
time to time.
Market Types
The Capital Market system (the NEAT system) has four types of active markets:
(i) Normal Market: Normal market consists of various book types in which orders are
segregated as Regular Lot Orders, Special Term Orders, and Stop Loss Orders depending
on the order attributes.
(ii) Auction Market: In the auction market, auctions are initiated by the exchange on
behalf of trading members for settlement related reasons. The main features of this
market are detailed in a separate section (3.13) on auction.
(iii) Odd Lot Market: The odd lot market facility is used for the Limited Physical Market
and for the Block Trades Session. The main features of the Limited Physical Market are
detailed in a separate section (3.14). The main features of the Block Trades Session are
detailed in a separate section (3.15).
(iv) Retail Debt Market: The RETDEBT market facility on the NEAT system of capital
market segment is used for transactions in Retail Debt Market session. Trading in Retail
Debt Market takes place in the same manner as in equities (capital market) segment.
The main features of this market are detailed in a separate section (3.16) on RETDEBT
market.
Corporate Hierarchy
The trading member has the facility of defining a hierarchy amongst its users of the NEAT
system. This hierarchy comprises:
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The users of the trading system can logon as either of the user type. The significance of each
type is explained below:
(i) Corporate Manager: The corporate manager is a term assigned to a user placed at
the highest level in a trading firm. Such a user receives the end-of-day reports for all
branches of the trading member. The facility to set branch order value limits and user
order value limits is available to the corporate manager. The corporate manager also
has facility to set symbol wise user order quantity limit. He can view outstanding orders
and trades of all users of the trading member and can also cancel/modify outstanding
orders of all users of the trading member.
(ii) Branch Manager: The branch manager is a term assigned to a user who is placed
under the corporate manager. The branch manager receives end-of-day reports for all
the dealers under that branch. He can set user order value limit for each of his branch.
He can view outstanding orders and trades of all users of his branch and can also
cancel/modify outstanding order of all users of his branch.
(iii) Dealer: Dealers are users at the lowest level of the hierarchy. A dealer can view and
perform order and trade related activities only for himself and do not have access to
information on other dealers under either the same branch or other branches.
Market Phases
The trading system is normally made available for trading on all days except Saturdays,
Sundays and other holidays. Holidays are declared by the Exchange from time to time. A
trading day typically consists of a number of discrete stages as below:
(i) Opening: The trading member can carry out the following activities after login to the
NEAT system and before the market opens for trading:
(a) Set up Market Watch (the securities which the user would like to view on the
screen)
(b) View Inquiry screens
At the point of time when the market is opening for trading, the trading member cannot
login to the system. A message ‘Market status is changing. Cannot logon for sometime’
is displayed. If the member is already logged in, he cannot perform trading activities till
market is opened.
(ii) Pre-open: The pre-open session is for a duration of 15 minutes i.e. from 9:00 am
to 9:15 am. The pre-open session is comprised of Order collection period and order
matching period.
The order collection period of 8* minutes is provided for order entry, modification and
cancellation. (* - System driven random closure between 7th and 8th minute). During
this period orders can be entered, modified and cancelled.
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The information like Indicative equilibrium / opening price of scrip, total buy and sell
quantity of the scrip is disseminated on the NEAT Terminal to the members on real time
basis.
Indicative NIFTY Index value & % change of indicative equilibrium price to previous
close price are computed based on the orders in order book and are disseminated
during pre-open session.
Order matching period starts immediately after completion of order collection period.
Orders are matched at a single (equilibrium) price which will be open price. The order
matching happens in the following sequence:
• Eligible limit orders are matched with eligible limit orders
• Residual eligible limit orders are matched with market orders
• Market orders are matched with market orders
Equilibrium price determination

In a call auction price mechanism, equilibrium price is determined as shown below.
Assume that NSE received bids for particular stock xyz at different prices in between
9.00 am & 9:07/08 am. Based on the principle of demand supply mechanism,
exchange will arrive at the equilibrium price - price at which the maximum number of
shares can be bought / sold. In below example, the opening price will be 105 where
maximum 27,500 shares can be traded.
Share Order Book Demand/Supply Maximum

Price schedule tradable Quantity
Buy Sell Demand Supply
100 13500 11500 50500 11500 11500
104 9500 9500 37000 21300 21300
105 12000 15000 27500 36300 27500
106 6500 12000 15500 48300 15500
107 5000 12500 9000 60800 9000
108 4000 8500 4000 69300 4000
During order matching period order modification, order cancellation, trade modification
and trade cancellation is not allowed. The trade confirmations are disseminated to
respective members on their trading terminals before the start of normal market. After
completion of order matching there is a silent period to facilitate the transition from
pre-open session to the normal market. All outstanding orders are moved to the normal
market retaining the original time stamp. Limit orders are at limit price and market
orders are at the discovered equilibrium price. In a situation where no equilibrium price
is discovered in the pre-open session, all market orders are moved to normal market
at previous day’s close price or adjusted close price / base price following price time
priority. Accordingly, Normal Market / Odd lot Market and Retail Debt Market opens for
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trading after closure of pre-open session i.e. 9:15 am. Block Trading session is available
for the next 35 minutes from the open of Normal Market.
The opening price is determined based on the principle of demand supply mechanism.
The equilibrium price is the price at which the maximum volume is executable. In case
more than one price meets the said criteria, the equilibrium price is the price at which
there is minimum unmatched order quantity. In case more than one price has same
minimum order unmatched quantity, the equilibrium price is the price closest to the
previous day’s closing price. In case the previous day’s closing price is the mid-value
of pair of prices which are closest to it, then the previous day’s closing price itself will
be taken as the equilibrium price. In case of corporate action, previous day’s closing
price is adjusted to the closing price or the base price. Both limit and market orders
are reckoned for computation of equilibrium price. The equilibrium price determined in
pre-open session is considered as open price for the day. In case if only market orders
exists both in the buy and sell side, then order is matched at previous days close price
or adjusted close price / base price. Previous day’s close or adjusted close price / base
price is the opening price. In case if no price is discovered in pre-open session, the price
of first trade in the normal market is the open price.
(iii) Normal Market Open Phase: The open period indicates the commencement of trading
activity. To signify the start of trading, a message is sent to all the trader workstations.
The market open time for different markets is notified by the Exchange to all the trading
members. Order entry is allowed when all the securities have been opened. During
this phase, orders are matched on a continuous basis. Trading in all the instruments is
allowed unless they are specifically prohibited by the Exchange. The activities that are
allowed at this stage are Inquiry, Order Entry, Order Modification, Order Cancellation
(including quick order cancellation), Order Matching and Trade Cancellation.
(iv) Market Close: When the market closes, trading in all instruments for that market
comes to an end. A message to this effect is sent to all trading members. No further
orders are accepted, but the user is permitted to perform activities like inquiries and
trade cancellation.
(v) Post-Close Market: This closing session is available only in Normal Market Segment.
Its timings are from 3.50 PM to 4.00 PM. Only market price orders are allowed. Special
Terms, Stop Loss and Disclosed Quantity Orders, Index Orders are not allowed. The
trades are considered as Normal Market trades. Securities not traded in the normal
market session are not allowed to participate in the Closing Session.
(vi) Surcon: Surveillance and Control (SURCON) is that period after market close during
which, the users have inquiry access only. After the end of SURCON period, the system
processes the data for making the system available for the next trading day. When the
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system starts processing data, the interactive connection with the NEAT system is lost
and the message to that effect is displayed at the trader workstation.
Major Segments of the NEAT Screen
The trader workstation screen of the trading member is divided into the following windows:
(i) Title bar: It displays trading system name i.e. NEAT, the trading member name the
user id, user type, the date and the current time.
(ii) Ticker Window: The ticker displays information of all trades in the system as and when
it takes place. The user has the option of selecting the securities that should appear in
the ticker. Securities in ticker can be selected for each market type. On the extreme
right hand of the ticker is the on-line index window that displays the current index value
of NSE indices namely S&P CNX Nifty, S&P CNX Defty, CNX Nifty Junior, S&P CNX500,
CNX Midcap, CNX IT, Bank Nifty, CNX 100 and Nifty Midcap 50, CNX Realty, CNX MNC,
CNX FMCG, CNX Energy, CNX Infra, CNX Pharma, CNX PSU Bank, CNX PSE and CNX
Service and India VIX. The user can scroll within these indices and view the index values
respectively. Index point change with reference to the previous close is displayed along
with the current index value. The difference between the previous close index value and
the current index value becomes zero when the Nifty closing index is computed for the
day.
The ticker window displays securities capital market segments. The ticker selection
facility is confined to the securities of capital market segment only. The first ticker
window, by default, displays all the derivatives contracts traded in the Futures and
Options segment.
(iii) Tool Bar: The toolbar has functional buttons which can be used with the mouse for
quick access to various functions such as Buy Order Entry, Sell Order Entry, Market By
Price (MBP), Previous Trades (PT), Outstanding Order (OO), Activity Log (AL), Order
Status (OS), Market Watch (MW), Snap Quote (SQ), Market Movement (MM), Market
Inquiry (MI), Auction Inquiry (AI), Order Modification (OM), Order Cancellation (OCXL),
Security List, Net Position, Online Backup, Supplementary Menu, Index Inquiry, Index
Broadcast and Help. All these functions are also accessible through the keyboard.
(iv) Market Watch Window: The ‘Market Watch’ window is the main area of focus for a
trading member. This screen allows continuous monitoring of the securities that are of
specific interest to the user. It displays trading information for the selected securities.
(v) Inquiry Window: This screen enables the user to view information such as Market by
Order (MBO), Market By Price (MBP), Previous Trades (PT), Outstanding Orders (OO),
Activity Log (AL), Order Status (OS), Market Movement (MM), Market Inquiry (MI), Net
Position, Online Backup, Index Inquiry, Indices Broadcast, Most Active Securities and so
on. Relevant information for the selected security can be viewed.
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(vi) Snap Quote: The snap quote feature allows a trading member to get instantaneous
market information on any desired security. This is normally used for securities that are
not already set in the Market Watch window. The information presented is the same as
that of the Marker Watch window.
(vii) Order/Trade Window: This window enables the user to enter/modify/cancel orders
and to send request for trade cancellation and modification.
(viii) Message Window: This enables the user to view messages broadcast by the exchange
such as corporate actions, any market news, auctions related information etc. and other
messages like order confirmation, order modification, order cancellation, orders which
have resulted in quantity freezes/price freezes and the exchange action on them, trade
confirmation, trade cancellation/modification requests and exchange action on them,
name and time when the user logs in/logs off from the system, messages specific to the
trading member, etc. These messages appear as and when the event takes place in a
chronological order.
Basket Trading
The purpose of Basket Trading is to provide NEAT users with a facility to create offline order
entry file for a selected portfolio. On inputting the value, the orders are created for the
selected portfolio of securities according to the ratios of their market capitalisations. All the
orders generated through the offline order file are priced at the available market price.
Quantity of shares of a particular security in portfolio are calculated as under:
No. of Shares of a security in portfolio =
Where:
Current Portfolio Capitalisation = Summation [Last Traded Price (Previous close if not traded)
* No. of Issued shares]
In case at the time of generating the basket if any of the constituents are not traded, the
weightage of the security in the basket is determined using the previous close price. This price
may become irrelevant if there has been a corporate action in the security for the day and the
same has not yet been traded before generation of the file. Similarly, basket facility will not
be available for a new listed security till the time it is traded.
Reverse Basket on Traded Quantity
The Reverse Basket Trading provides the users with an offline file for reversing the trades that
have taken place for a basket order. This file will contain orders for different securities of the
selected basket file. The Orders are created according to the volume of trade that has taken
place for that basket. This helps to monitor the current status of the basket file as the latest
status of the orders are displayed in the list box. It is advisable to create each basket with a
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different name and clean up the directories regularly and not tamper with the original basket
file once it has been loaded as it may give erroneous results.
Index Trading
The purpose of Index Trading is to provide users with a facility of buying and selling of Indexes,
in terms of securities that comprises the Index. The users have to specify the amount, and other
inputs that are sent to the host, and the host generates the orders. The Index Trading enables
the users for buying or selling an Index Basket. Putting orders in securities in proportion that
comprises the chosen index, simulates the buying and selling of Index basket.
Formula Used to calculate no of shares of each security is
Amount * Issued Capital for the security * Free Float Factor

No of Shares of a security in index = _______________________________________________
Current Market Capitalization of the Index
Current Market Capitalization of the Index =

Summation [Last Traded Price (Previous close if not traded) * No of Issued shares]
The no of shares are rounded off to the nearest integer. If the Index basket contains any
security whose regular lot is not one, then the file will need to be corrected by the user to
accommodate shares in tradable lots.
Buy Back Trades
The purpose of Buy Back Trade functionality is to give information to the market about the
buy back trades executed from the start of the buy back period till current trading date in the
securities whose buyback period is currently on. The front screen shows Symbol, Series, Low
price (Today), High price (Today), Weightage. Average price, Volume (Today) and Previous
day Volume.
3.3.2 Order Management
Order Management consists of entering orders, order modification, order cancellation and
order matching.
Entering Orders
The trading member can enter orders in the normal market and auction market. A user can
place orders in any of the above mentioned markets by invoking the respective order entry
screens.
Active & Passive Orders: When any order enters the trading system, it is an active order. It
tries to find a match on the other side of the books. If it finds a match, a trade is generated.
If it does not find a match, the order becomes a passive order and goes and sits in the order
book.
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Order Books: As and when valid orders are entered or received by the trading system, they
are first numbered, time stamped and then scanned for a potential match. This means that
each order has a distinctive order number and a unique time stamp on it. If a match is not
found, then the orders are stored in the books as per the price/time priority. Price priority
means that if two orders are entered into the system, the order having the best price gets the
higher priority. Time priority means if two orders having the same price is entered, the order
that is entered first gets the higher priority. Best price for a sell order is the lowest price and
for a buy order, it is the highest price.
The different order books in the NEAT system are as detailed below:
• Pre-open Book: - An order during Preopen session has to be a Preopen (PO) order.
All the Preopen orders are stacked in system till the Preopen phase. At the end of
Preopen phase, the matching of Preopen orders takes place at the Final Opening Price.
By default, the Preopen (PO) book appears in the order entry screen when the Normal
Market is in Preopen and the security is eligible for Preopen Session. Order entry in
preopen book type is allowed only during market status is in preopen.
• Regular Lot Book: An order that has no special condition associated with it is a Regular
Lot order. When a dealer places this order, the system looks for a corresponding Regular
Lot order existing in that market (Passive orders). If it does not find a match at the time
it enters the system, the order is stacked in the Regular Lot book as a passive order. By
default, the Regular Lot book appears in the order entry screen in the normal market.
Buyback orders can be placed through the Regular Lot (RL) book in the Normal Market.
The member can place a buyback order by specifying ‘BUYBACKORD’ in the Client
Account field in the order entry screen. Such company buyback orders will be identified
in MBP screen by an ‘*’ (asterisk) indicator against such orders.
• Special Terms Book: Orders which have a special term attribute attached to it are
known as special terms orders. When a special term order enters the system, it scans
the orders existing in the Regular Lot book as well as Special Terms Book. Currently this
facility is not available in the trading system.
• Stop Loss Book: Stop Loss (SL) orders are released into the market when the last
traded price for that security in the normal market reaches or surpasses the trigger
price. Before triggering, the order does not participate in matching and the order cannot
get traded. Untriggered stop loss orders are stacked in the stop loss book. The stop
loss orders can be either a market order or a limit price order. For buy SL orders, the
trigger price has to be less than or equal to the limit price. Similarly, for sell SL orders,
the trigger price has to be greater than or equal to the limit price.
• Odd Lot Book: The Odd Lot book can be selected in the order entry screen in order to
trade in the Odd Lot market. Order matching in this market takes place between two
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orders on the basis of quantity and price. To enter orders in the odd lot market, select
the book type as OL.
• RETDEBT Order Book: RETDEBT market orders can be entered into the system by
selecting the RETDEBT Order book. These orders scan only the RETDEBT Order book for
potential matches. If no suitable match can be found, the order is stored in the book as
a passive order. To enter orders in the RETDEBT market, select the book type as ‘D’.
• Auction Order Book: Auction order book stores orders entered by the trading members
to participate in the Exchange initiated auctions. Auction orders can be initiator orders,
competitor orders and solicitor orders.
Symbol & Series: Securities can be selected to the order entry screen from any of the inquiry
screens such as MBP, OO, PT, AL, MI and SQ. In case the security is not set up in the Market
Watch screen, the Security List can also be used to select the codes as default values.
Order entry in a security is not possible if that security is either suspended from trading or not
eligible to trade in a particular market.
Quantity: Quantity should be mentioned in multiples of regular lot size for that security.
Price: A user has the option to either enter the order at the default price or overwrite it with
any other desired price. If a user mentions a price, it should be in multiples of the tick size for
that particular security and within the day’s minimum/maximum price range.
In case of stop loss orders, a user has the flexibility of specifying a limit price along with the
trigger price.
Order Types and Conditions: The system allows the trading members to enter orders with
various conditions attached to them as per their requirements. These conditions are broadly
divided into Time Conditions, Quantity Conditions, Price Conditions and Other Conditions.
Several combinations of the above are allowed thereby providing enormous flexibility to the
users. The order types and conditions are summarised below:
a) Time Conditions
DAY: A DAY order, as the name suggests is an order that is valid for the day on which
it is entered. If the order is not executed during the day, the system cancels the order
automatically at the end of the day.
IOC: An Immediate or Cancel (IOC) order allows the user to buy or sell a security as
soon as the order is released into the system, failing which the order is cancelled from
the system. Partial match is possible for the order, and the unmatched portion of the
order is cancelled immediately.
b) Quantity Conditions
DQ: An order with a Disclosed Quantity (DQ) allows the user to disclose only a portion
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of the order quantity to the market. For e.g. if the order quantity is 10,000 and the
disclosed quantity is 2,000, then only 2,000 is disclosed to the market.
Security Wise User Order Quantity Limit (SUOQL) : An additional facility for setting up
Security wise User wise Order Quantity Limits (SUOQL) for buy and/or sell has now been
provided.
(a) The Corporate Manager is allowed to set the SUOQL separately for buy and sell orders
for each security for all the Branch Managers (BMs) and Dealers (except inquiry only
users) under him including himself.
(b) It is possible to modify the SUOQL anytime during trading hours. SUOQL should not be
set lower than the used limit for that security. For a Symbol both Buy and Sell quantity
can be set to unlimited.
(c) The used limit field is displayed for buy and sell separately for each security.
(d) Any activity like order modification or cancellation gets reflected in used limit figure for
the respective security and respective side.
(e) This limit is applicable for a symbol across all series, across all the markets. SUOQL
setting option is given in supplementary menu.
(f) A bulk upload facility to set the security wise buy sell limit through a (comma separated
values) csv file has been provided. In case of failure to upload a particular record/s,
failure message is written in the input file in the form of an error code. The file is
reusable.
(g) SUOQL bulk upload facility is not available during the market hours.
(h) After the limit is set successfully, the message is sent to the respective CM/BM/dealer.
(i) A facility to limit trading to the securities set up in the SUOQL has been provided. If
limit trading option is set for a user, then the user is allowed to place orders only for
Symbols set in his SUOQL list by the CM. It would however be possible to enable this
facility without having any security in the SUOQL list, which in turn prevents the user
from entering of any fresh orders.
(j) Corporate Manager has been given a facility to allow or disallow a user from entering
Index orders. By default all dealers will be allowed to place index orders. Index orders
are not validated for SUOQL limits. However, orders once entered are updated in the
used limits.
(k) It is possible that dealer is restricted to enter order in particular security, but allowed to
enter index order and that restricted security is a part of Nifty.
(l) If the order is modified by CM/BM for a respective dealer then the used limit will be
updated accordingly, but in this case it can exceed the set limit.
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(m) SUOQL used limit will not be validated and updated for Auction orders.
Quantity Freeze: All orders with very large quantities receive quantity alert at member
terminal. If members enter any order exceeding the lowest of the quantity given below,
it results in an alert which reads as “Order entered exceeds alert quantity limit. Confirm
availability of adequate capital to proceed” and only after the member clicks the button ‘Yes’
the order will be further processed for execution.
Quantity Freeze parameters:-
• 0.5% of the issue size of the security or
• value of the order is around Rs. 2.5 crores or
• a global alert quantity limit of more than 25000 irrespective of the issue size of the
security, whichever is less.
c) Price Conditions
Market Orders: Market orders are orders for which price is specified as ‘MKT’ at the
time the order is entered. For such orders, the system determines the price.
Stop-Loss: This facility allows the user to release an order into the system, after the
market price of the security reaches or crosses a threshold price called trigger price.
Trigger Price: Price at which an order gets triggered from the stop loss book.
Limit Price: Price of the orders after triggering from stop loss book.
Price Freeze: Since no price bands are applicable in respect of securities on which
derivative products are available or securities included in indices on which derivative
products are available, in order to prevent members from entering orders at non-genuine
prices in such securities, the exchange has decided to introduce operating range of 20%
for such securities. Any order above or below 20% over the base price should come to
the exchange as a price freeze.
Market Price Protection
Market Price protection functionality gives an option to a trader to limit the risk of a
market order, within a pre-set percentage of the Last Trade Price (LTP).The pre-set
Market price protection percentage is by default set to 5% of the LTP. The users can
change the pre-set Market price protection percentage from the Order Limit Screen which
can be invoked from the Supplementary Menu. The set percentage will be applicable till
the Ntreltdr EXE is re-inflated.
At the time of order entry, the user can press (Page Up) when the cursor is in the price
field. In case of a buy order, this defaults a price value, which is greater than LTP by a
pre-set percentage. In case of a sell order the default value will be lesser than the LTP
by a pre set percentage. The time condition in both cases will automatically change
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to IOC. The user has the option to change any of the fields. Since the calculations are
based on LTP of broadcast for the security is not received, the default value will be
‘MARKET’
d) Other Conditions
PRO/CLI: A user can enter orders on his own account or on behalf of clients. By
default, the system assumes that the user is entering orders on the trading member’s
own account.
Participant Code: By default, the system displays the trading member id of the user
in the participant field. Thus, all trades resulting from an order are to be settled by that
trading member. Non-custodial institutional trade (NCIT) orders can be marked by the
user at the order entry level itself. Only a valid participant code can be entered. In case
the participant is suspended a message to this effect is displayed to the user on the
order entry screen.
Branch Order Value Limit Check: In addition to the checks performed for the fields
explained above, every order entry is checked for the branch order value limit. In case
the set order value limit is exhausted the subsequent order is rejected by the system.
Order Modification
All orders can be modified in the system till the time they do not get fully traded and only
during market hours. Once an order is modified, the branch order value limit for the branch
gets adjusted automatically. Order modification is rejected if it results in a price freeze,
message displayed is ‘CFO request rejected’.
Order Cancellation
Order cancellation functionality can be performed only for orders which have not been fully or
partially traded (for the untraded part of partially traded orders only) and only during market
hours and in preopen period.
Order Matching
The buy and sell orders are matched on Book Type, Symbol, Series, Quantity and Price.
Matching Priority: The best sell order is the order with the lowest price and a best buy order
is the order with the highest price. The unmatched orders are queued in the system by the
following priority:
(a) By Price: A buy order with a higher price gets a higher priority and similarly, a sell order
with a lower price gets a higher priority. E.g. Consider the following buy orders:
1) 100 shares @ Rs. 35 at time 10:30 a.m.
2) 500 shares @ Rs. 35.05 at time 10:43 a.m.
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The second order price is greater than the first order price and therefore is the best buy
order.
(b) By Time: If there is more than one order at the same price, the order entered earlier
gets a higher priority. E.g. Consider the following sell orders:
Both orders have the same price but they were entered in the system at different time. The
first order was entered before the second order and therefore is the best sell order.
As and when valid orders are entered or received by the system, they are first numbered,
time stamped and then scanned for a potential match. This means that each order has a
distinctive order number and a unique time stamp on it. If a match is not found, then the
orders are stored in the books as per the price/time priority.
An active buy order matches with the best passive sell order if the price of the passive sell
order is less than or equal to the price of the active buy order. Similarly, an active sell order
matches with the best passive buy order if the price of the passive buy order is greater than
or equal to the price of the active sell order.
3.3.3 Trade Management
A trade is an activity in which a buy and a sell order match with each other. Matching of two
orders is done automatically by the system. Whenever a trade takes place, the system sends a
trade confirmation message to each of the users involved in the trade. The trade confirmation
slip gets printed at the trader workstation of the user with a unique trade number. The system
also broadcasts a message to the entire market through the ticker window displaying the
details of the trade.
Trade Verification
With a facility to verify trades on the NSE website, an investor who has received a contract note
from a trading member of the Exchange, can check whether the trade has been executed on
the Exchange. This facility is available on the NSE website for the Capital Market, Derivatives
(F&O) and Retail Debt Market segments.
Trade details are available for verification on the same day (i.e. T itself) after 19:00 hours IST
as well as trade details of all trades for the last 5 trading days are available on the website.
(i.e. trades executed on ‘T’ day, can be verified till the T+4th day. The investor needs to input
minimum details of the trade viz. client code (provided by the trading member), security
details (symbol and series), order number, trade number, trade quantity and price (excluding
brokerage). All the above details are mandatory. If an identical match is found for the details
provided, a confirmation along with the details of the trade is displayed to the investor. If no
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match is found, a message is displayed to that effect. Where no match is found, investors are
advised to contact their trading member for clarification.
Trade Cancellation
The user can use trade cancellation screen for cancelling trades done during the day. If the
user is a corporate manager of a trading member firm, he can request for trade cancellation
for the trades of any dealer of the trading members firm and if he is a branch manager of a
branch, then he can request for trade cancellation for the trades for any dealer of the branch
of the trading member firm.
The user can request for trade cancellation either from the previous trades screen or by using
the function key provided in the workstation. The trade cancellation request is sent to the
Exchange for approval and message to that effect is displayed in the message window. The
counterparty to the trade also receives the message. The counterparty then has to make
similar request on the same trading day. Once both the parties to trade send the trade
cancellation request, the Exchange either approves or rejects it. The message to that effect is
displayed in the message window.
When a request for the trade cancellation is approved by the Exchange, the parties to trade
receive a system message confirming the trade cancellation and the trade cancellation slip is
printed at their respective trader workstations. If the Exchange rejects the trade cancellation
request, the trade cancellation rejection slip is printed at their respective trader workstations.
If counter party to the trade does not entered a trade cancellation request the Exchange reject
the trade cancellation request.
3.3.4 Auction
Auctions are initiated by the Exchange on behalf of trading members for settlement related
reasons. The main reasons are shortages,bad deliveries and objections. There are three types
of participants in the auction market:
(a) Initiator: The party who initiates the auction process is called an initiator.
(b) Competitor: The party who enters on the same side as of the initiator is called a
competitor.
(c) Solicitor: The party who enters on the opposite side as of the initiator is called a
solicitor.
The trading members can participate in the Exchange initiated auctions by entering orders as
a solicitor. E.g. If the Exchange conducts a Buy-In auction, the trading members entering sell
orders are called solicitors.
When the auction starts, the competitor period for that auction also starts. Competitor period
is the period during which competitor order entries are allowed. Competitor orders are the
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orders which compete with the initiator’s order i.e. if the initiator’s order is a buy order, then
all the buy orders for that auction other than the initiator’s order are competitor orders. And
if the initiator order is a sell order then all the sell orders for that auction other than the
initiators order are competitor orders.
After the competitor period ends, the solicitor period for that auction starts. Solicitor period
is the period during which solicitor order entries are allowed. Solicitor orders are the orders
which are opposite to the initiator order i.e. if the initiator order is a buy order, then all the
sell orders for that auction are solicitor orders and if the initiator order is a sell order, then all
the buy orders for that auction are solicitor orders.
After the solicitor period, order matching takes place. The system calculates trading price
for the auction and all possible trades for the auction are generated at the calculated trading
price. After this the auction is said to be complete. Competitor period and solicitor period for
any auction are set by the Exchange.
Entering Auction Orders: Auction order entry allows the user to enter orders into auctions
that are currently running.
Auction Order Modification: The user is not allowed to modify any auction orders.
Auction Order Cancellation: The user can cancel any solicitor order placed by him in any
auction provided the solicitor period for that auction is not over.
Auction Order Matching: When the solicitor period for an auction is over, auction order
matching starts for that auction. During this process, the system calculates the trading price
for the auction based on the initiator order and the orders entered during the competitor and
the solicitor period. At present for Exchange initiated auctions, the matching takes place at
the respective solicitor order prices.
All auction orders are entered into the auction order book. The rules for matching of auctions
are similar to that of the regular lot book except for the following points:-
a) Auction order matching takes place at the end of the solicitor period for the auction.
b) Auction matching takes place only across orders belonging to the same auction.
c) All auction trades take place at the auction price.
Example 1: Member A places a buy order for 1000 shares of ABC Ltd. in the NEAT system
at 11:22:01 for Rs.155 per share. Member B places a sell order for 2000 shares of ABC Ltd.
at 11:22:02 for Rs.150 per share. Assume that no other orders were available in the system
during this time. Whether the trade will take place and if yes, at what price?
Yes, 1000 shares will get traded at Rs.155 per share (the passive price).
Example 2: Auction is held in TISCO for 5,000 shares.
a) The closing price of TISCO on that day was Rs.155.00
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b) The last traded price of TISCO on that day was Rs.150.00
c) The price of TISCO last Friday was Rs.151.00
d) The previous days’ close price of TISCO was Rs.160.00
What is the maximum allowable price at which the member can put a sell order in the auction
for TISCO? (Assuming that the price band applicable for auction market is +/-15%)
Max price applicable in auction = Previous days’ close price * Price band
= Rs.160*1.15 =Rs.184.00
3.3.5 Internet Broking
SEBI Committee approved the use of Internet as an Order Routing System (ORS) for
communicating clients’ orders to the Exchanges through brokers. ORS enables investors to
place orders with his broker and have control over the information and quotes and to hit
the quote on an on-line basis. Once the broker’s system receives the order, it checks the
authenticity of the client electronically and then routes the order to the appropriate Exchange
for execution. On execution of the order, it is confirmed on real time basis. Investor receives
reports on margin requirement, payments and delivery obligations through the system. His
ledger and portfolio account get updated online.
NSE was the first stock exchange in India to launch internet trading in early February 2000.
It provides web-based access to investors to trade directly on the Exchange. The orders
originating from the PCs of the investors are routed through the Internet to the trading
terminals of the designated brokers with whom they are connected and further to the Exchange
for trade execution. Soon after these orders get matched and result into trades, the investors
get confirmation about them on their PCs through the same internet route.
3.3.6 Wireless Application Protocol
SEBI has also approved trading through wireless medium on WAP Platform. NSE-IT launched
the Wireless Application Protocol (WAP) in November 2000. This provides access to its order
book through the hand held devices, which use WAP technology. This serves primarily retail
investors who are mobile and want to trade from any place when the market prices for
stocks at their choice are attractive. Only SEBI registered members who have been granted
permission by the Exchange for providing internet based trading services can introduce the
service after obtaining permission from the Exchange.
3.3.7 Trading Rules
Insider Trading
Insider trading is prohibited and is considered an offence. The SEBI (Prohibition of Insider
Trading) Regulations, 1992 prohibit an insider from dealing (on his own behalf or on behalf
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of others) in listed securities when in possession of ‘unpublished price sensitive information’
or communicate, counsel or procure directly or indirectly any unpublished price sensitive
information to any person who while in possession of such unpublished price sensitive
information should not deal in securities. Price sensitive information is any information,
which if published, is likely to materially affect the price of the securities of a company.
Such information may relate to the financial results of the company, intended declaration of
dividends, issue of securities or buy back of securities, amalgamation, mergers, takeovers,
any major policy changes, etc. SEBI, on the basis of any complaint or otherwise, investigates/
inspects the allegation of insider trading. On the basis of the report of the investigation, SEBI
may prosecute persons found prima facie guilty of insider trading in an appropriate court or
pass such orders as it may deem fit. Based on inspection, an adjudicating officer appointed by
SEBI can impose monetary penalty.
In order to strengthen insider trading regulations, SEBI mandated a code of conduct for listed
companies, its employees, analysts, market intermediaries and professional firms. The insider
trading regulations were amended to include requirements for initial and continual disclosure
of shareholding by directors or officers, who are insiders, and substantial shareholders
(holding more than 5% shares/voting rights) of listed companies. The listed companies are
also mandated to adopt a code of disclosure with regard to price sensitive information, market
rumours, and reporting of shareholding/ownership, etc.
Unfair Trade Practices
The SEBI (Prohibition of Fraudulent and Unfair Trade Practices in relation to the Securities
Market) Regulations, 2003 enable SEBI to investigate into cases of market manipulation
and fraudulent and unfair trade practices. These regulations empower SEBI to investigate
into violations committed by any person, including an investor, issuer or an intermediary
associated with the securities market. The regulations define frauds as acts, expression,
omission or concealment committed whether in a deceitful manner or not by a person or
by any other person or agent while dealing in securities in order to induce another person
with his connivance or his agent to deal in securities, whether or not there is any wrongful
gain or avoidance of any loss. The regulations specifically prohibit dealing in securities in a
fraudulent manner, market manipulation, misleading statements to induce sale or purchase
of securities, and unfair trade practices relating to securities. SEBI can conduct investigation,
suo moto or upon information received by it, through an investigation officer in respect of
conduct and affairs of any person buying/selling/dealing in securities. Based on the report of
the investigating officer, SEBI can initiate action for suspension or cancellation of registration
of an intermediary.
Takeovers
The restructuring of companies by way of takeover is governed by the SEBI (Substantial
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Acquisition of Shares and Takeovers) Regulations, 1997. As per the regulations-
• No acquirer shall acquire shares or voting rights which (taken together with shares or
voting rights, if any, held by him or by persons acting in concert with him), entitle such
acquirer to exercise to exercise 15% or more of the voting rights in a company, unless
such acquirer makes a public announcement to acquire shares of such company in
accordance with the regulations.
• No acquirer who, together with persons acting in concert with him, has acquired, in
accordance with the provisions of law, 15 percent or more but less than 55 percent of
the shares or voting rights in a company, shall acquire, either by himself or through
or with person acting in concert with him, additional shares or voting rights entitling
him to exercise more than 5 percent of the voting rights, in any financial year ending
on 31st March unless such acquirer makes a public announcement to acquire shares in
accordance with the regulations.
• No acquirer, who together with persons acting in concert with him holds, 55 percent or
more but less than 75 percent of the shares or voting rights in a target company, shall
acquirer either by himself or though persons acting in concert with hi him any additional
shares or voting rights therein, unless he makes a public announcement to acquire
shares in accordance with the Regulations.
• Where an acquirer (together with persons acting in concert with him) holds 55% or
more but less than 75% of the shares or voting rights in a target company, is desirous
of consolidating his holding while ensuring that the public shareholding in the target
company does not fall below the minimum level permitted by the Listing Agreement, he
may do so only by making a public announcement in accordance with the Regulations.
• Irrespective of whether or not there has been any acquisition of shares or voting rights
in a company, no acquirer shall acquire control over the target company, unless such
person makes a public announcement to acquire shares and acquires such shares in
accordance with the regulations. Provided that it does not apply to any change in control
which takes place in pursuance to a special resolution passed by the shareholders in a
general meeting.
• The public offer made by the acquirer to the shareholders of the target company shall
be for a minimum twenty percent of the voting capital of the company and where the
public offer is made under sub-regulation 2A of regulation 11 the minimum size of the
public offer shall be lesser of the following- (a) twenty percent of the voting capital of
the company; or (b) such other lesser percentage of the voting capital of the company
as would, assuming full subscription to the offer, enable the acquirer, together with
the persons acting in concert with him, to increase his holding to the maximum level
possible, which is consistent with the target company meeting the requirements of
minimum public shareholding laid down in the Listing Agreement.
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The regulations give enough scope to existing shareholders for consolidation and also cover
the scenario of indirect acquisition of control. The applications for takeovers are scrutinized
by the Takeover Panel constituted by SEBI (Regulation 4). The public announcement to be
made is required to be made in the newspaper. Simultaneously with publication of the public
announcement in the newspapers, a copy of the same should be submitted to SEBI though
merchant banker, to all the stock exchanges on which the shares of the company are listed for
being notified on the notice board and to the target company at its registered office for being
placed before the Board of Directors of the company.
Further, the regulations also deals with appointment of merchant banker, timing of public
announcement of offer, contents of public announcement of offer, Offer price , Creeping
acquisition, General obligations of the acquirer, General Obligations of the board of directors
of the target company, General obligations of the merchant banker, Competitive bid etc.
Buy back
Buy back aims at improving liquidity in the shares of companies and helps corporates in
enhancing the shareholders’ wealth. Under the SEBI (Buy Back of Securities) Regulations,
1998, a company is permitted to buy back its shares from:
a) the existing security holders on a on a proportionate basis through the tender offer,
b) the open market through stock exchanges, and book building process; and
c) shareholders holding odd lot shares.
The regulations provide for extensive disclosures in the explanatory statement to be annexed
to the notice for the general meeting and the letter of offer. The company has to disclose the
pre and post-buy back holdings of the promoters. With a view to ensure completion of the buy
back process speedily, the regulations provide for time bound steps in every mode.
For example, as per the offer procedure prescribed under Regulation 10 an offer for buy
back shall not remain open for more than 30 days and the verification of shares received in
buy back has to be completed within 15 days of the closure of the offer. The payments for
accepted securities has to be made within 7 days of the completion of verification and bought
back shares have to be extinguished and physically destroyed within 7 days of the date of the
payment.
To ensure security for performance of its obligation, the company making an offer for buy
back will have to open an escrow account.
Price Bands
Stock market volatility is generally a cause of concern for both policy makers as well as
investors. To curb excessive volatility, SEBI has prescribed a system of price bands. The
price bands or circuit breakers bring about a coordinated trading halt in all equity and equity
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derivatives markets nation-wide. An index-based market-wide circuit breaker system at three
stages of the index movement either way at 10%, 15% and 20% has been prescribed. The
breakers are triggered by movement of either S&P CNX Nifty or Sensex, whichever is breached
earlier (please see chapter 5 for details). As an additional measure of safety, individual scrip-
wise price bands have been fixed as below:
• Daily price bands of 2% (either way) on securities as specified by the Exchange.
• No price bands are applicable on: scrips on which derivative products are available or
scrips included in indices on which derivative products are available. In order to prevent
members from entering orders at non-genuine prices in such securities, the Exchange
has fixed operating range of 20% for such securities.
• Price bands of 20% (either way) on all remaining scrips (including debentures, warrants,
preference shares etc).
The price bands for the securities in the Limited Physical Market are the same as those
applicable for the securities in the Normal Market. For auction market the price bands of 20%
are applicable. There are no price bands for those securities which are available for trading
in the Futures and Options segment and securities which form part of the indices on which
trading is available in the Futures and Options segment.
3.4 Clearing and Settlement
3.4.1 Clearing and Settlement Mechanism
Introduction
The clearing and settlement mechanism in Indian securities market has witnessed several
innovations. These include use of the state-of-art information technology, compression of
settlement cycle, dematerialisation and electronic transfer of securities, securities lending
and borrowing, professionalisation of trading members, fine-tuned risk management system,
emergence of clearing corporations to assume counterparty risk etc.
The stock exchanges in India were following a system of account period settlement for cash
market transactions and then the T+2 rolling settlement was introduced for all securities.
The members receive the funds/securities in accordance with the pay-in/pay-out schedules
notified by the respective exchanges.
Given the growing volume of trades and market volatility, the time gap between trading and
settlement gives rise to settlement risk. In recognition of this, the exchanges and their clearing
corporations employ risk management practices to ensure timely settlement of trades. The
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regulators have also prescribed elaborate margining and capital adequacy standards to secure
market integrity and protect the interests of investors.
The trades are settled irrespective of default by a member and the exchange follows up
with the defaulting member subsequently for recovery of his dues to the exchange. Due to
setting up of the Clearing Corporation, the market has full confidence that settlements will
take place on time and will be completed irrespective of possible default by isolated trading
members. Movement of securities has become almost instantaneous in the dematerialised
environment.
Two depositories viz., National Securities Depositories Ltd. (NSDL) and Central Depositories
Services Ltd. (CDSL) provide electronic transfer of securities and more than 99% of turnover
is settled in dematerialised form.
All actively traded scrips are held, traded and settled in demat form. The obligations of members
are downloaded to members/custodians by the clearing agency. The members/custodians
make available the required securities in their pool accounts with depository participants
(DPs) by the prescribed pay-in time for securities. The depository transfers the securities from
the pool accounts of members/custodians to the settlement account of the clearing agency.
As per the schedule determined by the clearing agency, the securities are transferred on the
pay-out day by the depository from the settlement account of the clearing agency to the pool
accounts of members/custodians. The pay-in and pay-out of securities is effected on the same
day for all settlements. Select banks have been empanelled by clearing agency for electronic
transfer of funds. The members are required to maintain accounts with any of these banks.
The members are informed electronically of their pay-in obligations of funds. The members
make available required funds in their accounts with clearing banks by the prescribed pay-in
day. The clearing agency forwards funds obligations file to clearing banks which, in turn, debit
the accounts of members and credit the account of the clearing agency.
In some cases, the clearing agency runs an electronic file to debit members’ accounts with
clearing banks and credit its own account. On pay-out day, the funds are transferred by the
clearing banks from the account of the clearing agency to the accounts of members as per the
member’s obligations. In the T+2 rolling settlement, the pay-in and pay-out of funds as well
as securities take place 2 working days after the trade date.
Transaction Cycle
A person holding assets (securities/funds), either to meet his liquidity needs or to reshuffle his
holdings in response to changes in his perception about risk and return of the assets, decides
to buy or sell the securities. He finds out the right broker and instructs him to place buy/sell
order on an exchange.
The order is converted to a trade as soon as it finds a matching sell/buy order. The trades
are cleared to determine the obligations of counterparties to deliver securities/funds as per
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settlement schedule. Buyer/seller delivers funds/securities and receives securities/ funds and
acquires ownership over them. A securities transaction cycle is presented in Figure 3.2
Figure 3.2: Transaction cycle
Settlement Process
While NSE provides a platform for trading to its trading members, the National Securities
Clearing Corporation Ltd. (NSCCL) determines the funds/securities obligations of the trading
members and ensures that trading members meet their obligations. NSCCL becomes the
legal counterparty to the net settlement obligations of every member. This principle is called
`novation’ and NSCCL is obligated to meet all settlement obligations, regardless of member
defaults, without any discretion.
Once a member fails on any obligations, NSCCL immediately cuts off trading and initiates
recovery. The clearing banks and depositories provide the necessary interface between the
custodians/clearing members (who clear for the trading
members or their own transactions) for settlement of funds/securities obligations of trading

members.
The core functions involved in the process are:
a) Trade Recording: The key details about the trades are recorded to provide basis for
settlement. These details are automatically recorded in the electronic trading system of
the exchanges.
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b) Trade Confirmation: The counterparties to trade agree upon the terms of trade
like security, quantity, price, and settlement date, but not the counterparty which
is the NSCCL. The electronic system automatically generates confirmation by direct
participants. The ultimate buyers/sellers of securities also affirm the terms, as the
funds/securities would flow from them, although the direct participants are responsible
for settlement of trade.
c) Determination of Obligation: The next step is determination of what counter-parties

owe, and what counter-parties are due to receive on the settlement date. The NSCCL
interposes itself as a central counterparty between the counterparties to trades and nets
the positions so that a member has security wise net obligation to receive or deliver a
security and has to either pay or receive funds.
d) Pay-in of Funds and Securities: The members bring in their funds/securities

to the NSCCL. They make available required securities in designated accounts with
the depositories by the prescribed pay-in time. The depositories move the securities
available in the accounts of members to the account of the NSCCL. Likewise members
with funds obligations make available required funds in the designated accounts with
clearing banks by the prescribed pay-in time. The NSCCL sends electronic instructions
to the clearing banks to debit member’s accounts to the extent of payment obligations.
The banks process these instructions, debit accounts of members and credit accounts
of the NSCCL.
e) Pay-out of Funds and Securities: After processing for shortages of funds/securities

and arranging for movement of funds from surplus banks to deficit banks through RBI
clearing, the NSCCL sends electronic instructions to the depositories/clearing banks to
release pay-out of securities/funds. The depositories and clearing banks debit accounts
of the NSCCL and credit accounts of members. Settlement is complete upon release
of pay-out of funds and securities to custodians/members. The settlement process for
transactions in securities in the CM segment of NSE is presented in the Figure 3.3.
f) Risk Management: A sound risk management system is integral to an efficient settlement

system. The NSCCL ensures that trading members’ obligations are commensurate with
their net worth. It has put in place a comprehensive risk management system, which is
constantly monitored and upgraded to pre-empt market failures. It monitors the track
record and performance of members and their net worth; undertakes on-line monitoring
of members’ positions and exposure in the market, collects margins from members and
automatically disables members if the limits are breached.
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Figure 3.3: Settlement Process in CM segment of NSE
Explanations:
(1) Trade details from Exchange to NSCCL (real-time and end of day trade file).
(2) NSCCL notifies the consummated trade details to CMs/custodians who affirm back. Based
on the affirmation, NSCCL applies multilateral netting and determines obligations.
(3) Download of obligation and pay-in advice of funds/securities.
(4) Instructions to clearing banks to make funds available by pay-in time.
(5) Instructions to depositories to make securities available by pay-in-time.
(6) Pay-in of securities (NSCCL advises depository to debit pool account of custodians/CMs
and credit its account and depository does it).
(7) Pay-in of funds (NSCCL advises Clearing Banks to debit account of custodians/CMs and
credit its account and clearing bank does it).
(8) Pay-out of securities (NSCCL advises depository to credit pool account of custodians/
CMs and debit its account and depository does it).
(9) Pay-out of funds (NSCCL advises Clearing Banks to credit account of custodians/CMs
and debit its account and clearing bank does it).
(10) Depository informs custodians/CMs through DPs.
(11) Clearing Banks inform custodians/CMs.
Settlement Agencies
The NSCCL, with the help of clearing members, custodians, clearing banks and depositories
settles the trades executed on exchanges. The roles of each of these entities are explained
below:
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(a) NSCCL: The NSCCL is responsible for post-trade activities of a stock exchange. Clearing
and settlement of trades and risk management are its central functions. It clears all
trades, determines obligations of members, arranges for pay-in of funds/securities,
receives funds/securities, processes for shortages in funds/securities, arranges for pay-
out of funds/securities to members, guarantees settlement, and collects and maintains
margins/collateral/base capital/other funds.
(b) Clearing Members: They are responsible for settling their obligations as determined
by the NSCCL. They have to make available funds and/or securities in the designated
accounts with clearing bank/depositories, as the case may be, to meet their obligations
on the settlement day. In the capital market segment, all trading members of the
Exchange are required to become the Clearing Member of the Clearing Corporation.
(c) Custodians: Custodian is a clearing member but not a trading member. He settles
trades assigned to him by trading members. He is required to confirm whether he
is going to settle a particular trade or not. If it is confirmed, the NSCCL assigns that
obligation to that custodian and the custodian is required to settle it on the settlement
day. If the custodian rejects the trade, the obligation is assigned back to the trading /
clearing member.
(d) Clearing Banks: Clearing banks are a key link between the clearing members and
NSCCL for funds settlement. Every clearing member is required to open a dedicated
clearing account with one of the clearing banks. Based on his obligation as determined
through clearing, the clearing member makes funds available in the clearing account for
the pay-in and receives funds in case of a pay-out.
(e) Depositories: Depositories help in the settlement of the dematerialised securities.

Each custodian/clearing member is required to maintain a clearing pool account
with the depositories. He is required to make available the required securities in the
designated account on settlement day. The depository runs an electronic file to transfer
the securities from accounts of the custodians/clearing member to that of NSCCL. As
per the schedule of allocation of securities determined by the NSCCL, the depositories
transfer the securities on the pay-out day from the account of the NSCCL to those of
members/custodians.
(f) Professional Clearing Member: NSCCL admits special category of members namely,
professional clearing members. Professional Clearing Member (PCM) may clear and
settle trades executed for their clients (individuals, institutions etc.). In such an event,
the functions and responsibilities of the PCM would be similar to Custodians. PCMs may
also undertake clearing and settlement responsibility for trading members. In such a
case, the PCM would settle the trades carried out by the trading members connected
to them. The onus for settling the trade would be thus on the PCM and not the trading
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member. A PCM has no trading rights but has only clearing rights, i.e. he just clears the
trades of his associate trading members and institutional clients.
Risks in Settlement
The following two kinds of risks are inherent in a settlement system:
(1) Counterparty Risk: This arises if parties do not discharge their obligations fully when
due or at any time thereafter. This has two components, namely replacement cost risk
prior to settlement and principal risk during settlement.
(a) The replacement cost risk arises from the failure of one of the parties to transaction.
While the non-defaulting party tries to replace the original transaction at current
prices, he loses the profit that has accrued on the transaction between the date
of original transaction and date of replacement transaction. The seller/buyer of
the security loses this unrealised profit if the current price is below/above the
transaction price. Both parties encounter this risk as prices are uncertain. It has
been reduced by reducing time gap between transaction and settlement and by
legally binding netting systems.
(b) The principal risk arises if a party discharges his obligations but the counterparty
defaults. The seller/buyer of the security suffers this risk when he delivers/makes
payment, but does not receive payment/delivery. This risk can be eliminated by
delivery vs. payment mechanism which ensures delivery only against payment.
This has been reduced by having a central counterparty (NSCCL) which becomes
the buyer to every seller and the seller to every buyer.
(c) A variant of counterparty risk is liquidity risk which arises if one of the parties
to transaction does not settle on the settlement date, but later. The seller/buyer
who does not receive payment/delivery when due, may have to borrow funds/
securities to complete his payment/delivery obligations.
(d) Another variant is the third party risk which arises if the parties to trade are
permitted or required to use the services of a third party which fails to perform.
For example, the failure of a clearing bank which helps in payment can disrupt
settlement. This risk is reduced by allowing parties to have accounts with multiple
banks. Similarly, the users of custodial services face risk if the concerned custodian
becomes insolvent, acts negligently etc.
(2) System Risk: This comprises of operational, legal and systemic risks. The operational
risk arises from possible operational failures such as errors, fraud, outages etc. The
legal risk arises if the laws or regulations do not support enforcement of settlement
obligations or are uncertain. Systemic risk arises when failure of one of the parties to
discharge his obligations leads to failure by other parties. The domino effect of successive
failures can cause a failure of the settle ment system. These risks have been contained
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by enforcement of an elaborate margining and capital adequacy standards to secure
market integrity, settlement guarantee funds to provide counter-party guarantee, legal
backing for settlement activities and business continuity plan, etc.
3.4.2 Rolling Settlement
Introduction
Under rolling settlement, all trades executed on a trading day are settled X days later. This is
called ‘T+X’ rolling settlement, where ‘T’ is the trade date and ‘X’ is the number of business
days after trade date on which settlement takes place. The rolling settlement has started
on T+2 basis in India, implying that the outstanding positions at the end of the day ‘T’ are
compulsorily settled 2 days after the trade date.
Rolling settlement was first introduced in India by OTCEI. As dematerialisation took off, NSE
provided an option to settle the trades in demat securities on rolling basis. In January 2000,
SEBI made rolling settlement compulsory for trades in 10 scrips selected on the basis of the
criteria that they were in the compulsory demat list and had daily turnover of about Rs.1 crore
or more. This list, however, did not include scrips, which had carried forward trading facility.
SEBI reviewed the progress of rolling settlement in February 2000. Consequent on the review,
SEBI added a total of 156 scrips under rolling settlement. 74 companies, which had changed
names to infotech companies, were included in compulsory rolling settlement from May 8,
2000. 31 NBFCs, which are listed and traded on the BSE, but whose applications for certificate
of registration were rejected by RBI, were covered under compulsory rolling settlement from
May 8, 2000. 17 scrips, which exhibited high volatility (i.e., of more than 110% for 7 weeks
or more in the last 10 weeks) were also included in compulsory rolling settlement from May
8, 2000. In addition, 34 companies out of 199 companies, which were already included in
compulsory demat trading for all investors and did not have carry forward facility in any
of the exchanges and had signed agreements with both the depositories were included for
compulsory rolling settlement from March 21, 2000.
Following Finance Minister’s announcement on March 13, 2001 that the rolling settlement
would be extended to 200 category ‘A’ stocks in MCFS (Modified Carried Forward System),
ALBM (Automated Lending and Borrowing Mechanism) and BLESS (Borrowing and Lending
Security Scheme) by July, 2001, SEBI decided that all 263 scrips included in the ALBM/BLESS
or MCFS in any stock exchange or in the BSE-200 list would be traded only in the compulsory
rolling settlement on all the exchanges from July 2, 2001. Further, SEBI mandated rolling
settlement for the remaining securities from December 31, 2001. SEBI introduced T+5 rolling
settlement in equity market from July 2001. Subsequently shortened the settlement cycle to
T+3 from April 1, 2002. After having gained experience of T+3 rolling settlement and also
taking further steps such as introduction of STP (Straight Through Processing), it was felt
appropriate to further reduce the settlement cycle to T+2 thereby reducing the risk in the
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market and to protect the interest of investors. As a result, SEBI, as a step towards easy
flow of funds and securities, introduced T+2 rolling settlement in Indian equity market from
1st April 2003. The time schedule prescribed by SEBI for depositories and custodians for T+2
rolling settlement is as given in Table 3.5.
Table 3.5: Time schedule of Rolling Settlement:
S.No Day Time Description of activity

1 T Trade Day
2 T+1 By 1.00 pm Confirmation of all trades (including custodial trades).
By 2.30 pm Processing and Downloading of obligation files to
brokers/custodians
3 T+2 By 11.00 am Pay-in of securities and funds
By 1.30 pm Pay-out of securities and funds
As per SEBI directive, the Custodians should adhere to the following activities for implementation
of T+2 rolling settlement w.e.f. April 1, 2003:
1. Confirmation of the institutional trades by the custodians latest by 1.00 p.m. on T+1.
2. Pay-in to be made before 11:00 a.m. on T+2.
Rolling settlement offers several advantages over account period settlement:
(a) The account period settlement does not discriminate between an investor transacting
on the first day and an investor transacting on the last day of the trading period, as
trades are clubbed together for the purposes of settlement and all investors realise
the securities and/or funds together. Hence some investors have to wait longer for
settlement of their transactions. Under rolling settlement, the investors trading on a
particular day are treated differently from the investors trading on the preceding or
succeeding day. All of them wait for “X” days from the trade date for settlement. Further,
the gap between the trade date and the settlement date is less under rolling settlement
making both securities and funds easily convertible.
(b) The account period settlement combines the features of cash as well as futures markets
and hence distorts price discovery process. In contrast, rolling settlement, which
segregates cash and futures markets and thereby removes excessive speculation, helps
in better price discovery.
(c) Account period settlement allows build up of large positions over a trading period of five
days and consequently, there is a pressure to close them out on the last trading day,
leading to significant market volatility. This does not happen under rolling settlement,
where positions can be built during a day only.
(d) There is scope for both intra-settlement and intra-day speculation under account period
settlement, which allows large outstanding positions and hence poses greater settlement
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risks. In contrast, since all open positions under rolling settlement at the end of a date
‘T’ are necessarily settled ‘X’ working days later, it limits the outstanding positions and
reduces settlement risk.
(e) Till recently, it was possible to shift positions from one exchange to another under
account period as they follow different trading cycles. Rolling settlement took care of
this by making trading cycle uniform.
Settlement Cycle
The NSCCL clears and settles trades as per well-defined settlement cycle. The settlement
cycle for the CM segment of NSE is presented in Table 3.6. NSCCL notifies the consummated
trade details to clearing members/custodians on the trade day. The custodians affirm back
the trades to NSCCL by T+1 day. Based on the affirmation, NSCCL nets the positions of
counterparties to determine their obligations. A clearing member has to pay-in/pay-out funds
and/or securities.
A member has a security-wise net obligation to receive/deliver a security. The obligations

are netted for a member across all securities to determine his fund obligations and he has
to either pay or receive funds. Members’ pay-in/pay-out obligations are determined latest by
T+1 day and are forwarded to them on the same day so that they can settle their obligations
on T+2 day. The securities/funds are paid-in/paid-out on T+2 days and the settlement is
complete in 2 days from the end of the trade day.
Under Limited Physical Market segment, settlement for trades is done on a trade-for-trade
basis and delivery obligations arise out of each trade. The settlement cycle for this segment
is same as for the rolling settlement
Table 3.6: Settlement Cycle in CM Segment of NSE:
Activity T+2 Rolling Settlement
Trading T
Custodial Confirmation T+1
Determination of Obligation T+1
Securities/Funds Pay-in T+2
Securities/Funds Pay-out T+2
Valuation Debit T+2
Auction T+2
Auction Pay-in/Pay-out T+3
Bad Delivery Reporting T+4
Rectified Bad Delivery Pay-in/Pay-out T+6
Re-bad Delivery Reporting T+8
Close out of re-bad delivery and funds T+9
pay-in & pay-out
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Pay-in and Pay-out of Funds
NSCCL offers Clearing Members the facility of settlement of funds obligations through 13
Clearing Banks, namely Axis Bank Ltd, Canara Bank, HDFC Bank, IndusInd Bank, ICICI Bank,
Bank of India, IDBI Bank, Hongkong & Shanghai Banking Corporation Ltd., Kotak Mahindra
Bank, Standard Chartered Bank, Union Bank of India, State Bank of India and Citibank N.A.
Clearing Members are required to open clearing account with any one bank for the purpose
of settlement of their transactions. They are also required to authorise their Clearing Bank
to access their clearing account for debiting, crediting, reporting of balances and any other
information in accordance with the advice received from NSCCL. Clearing accounts are used
exclusively for clearing and settlement of transactions, i.e. for settling funds and other
obligations to/ from the NSCCL, including payments of margins and penal charges. Clearing
Banks debit/ credit the clearing account of clearing members as per instructions received from
the NSCCL electronically.
Members are informed of their funds obligation for various settlements through the daily
clearing data download. Members are also provided daily funds statement which gives date-
wise details of each debit/ credit transaction in the member’s clearing account. The summary
statement provided to members summarises the debit/ credit information for a quick reference.
Members can refer to these statements and provide for funds accordingly.
Member’s account may be debited for various types of transactions on a daily basis. A member
is required to ensure that adequate funds are available in the clearing accounts towards all
obligations, by the scheduled date and time. It is possible that the total value of funds pay-in
receivable by a bank is different from the value of funds payout from the bank i.e. the pay-in
may be either more than the payout in a bank, or vice versa. In such cases, funds need to be
transferred from the bank where there is excess pay-in to the bank where there is a shortage
in pay-in. Based on estimated pay-in and pay-out of funds, on the day preceding the payout
day, NSCCL advises the banks having pay-in in excess of pay-out to issue pay orders to the
banks having pay-in less than the pay-out. The deficit banks accordingly get the funds to
facilitate timely payout.
Shortfall of Funds Pay-in
Members are required to ensure that adequate funds are available in their clearing bank
account towards all obligations, on the scheduled date and time. Based on current trends,
settlement cycles, risk factors and other trade practices, in all cases of funds shortages,
NSCCL may initiate various actions including withdrawing the trading facility of the member,
withholding the securities pay-out due to the member, requiring the member to make advance
pay-in, etc. as per the prescribed rules and regulations and circular instructions issued in this
regard.
The above provisions shall apply if net cumulative fund shortage for a member is:
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1. Equal to or greater than Rs. Five (5) lakhs at the end of pay-in.
2. Equal to or greater than Rs. Two (2) lakhs for six (6) or more occasions in the last three
(3) months on any given day
In case, the member is disabled on account of (2) above, on making good the shortage
amount, the member shall be permitted to trade subject to its providing a deposit equivalent
to its cumulative funds shortage as the ‘funds shortage collateral’. Such deposit shall be kept
with the Clearing Corporation for a period of ten settlements and shall be released only if no
further funds shortages are reported for the member in next ten consecutive settlements.
Members may further note that there shall not be any margin benefit or any interest payment
on the amount so deposited as ‘funds shortage collateral’. The amount may be provided by
way of cash, fixed deposit receipts, or bank guarantee, equivalent to the cumulative funds
shortage.
In addition, the member will be required to pay a penal charge at the rate of 0.07% per day
computed on the amount outstanding at the end of the day, till the amount is recovered.
However, the above actions are not constant and are subject to periodical review.
Pay-in and Pay-out of Securities
In order to settle trades in the dematerialised securities, a clearing member needs to open a
clearing account with a depository participant (DP).
Clearing members are informed of their securities obligation for various settlements through
the daily clearing data download and reports. Clearing members are also provided final
delivery/ receipt statement and delivery details statement.
Before pay-in, selling investors instruct DP to transfer security balances from their beneficiary
accounts to clearing member’s pool account. At or before the time and day specified for pay-
in by NSCCL, the clearing member instructs his DP to move the required balance from his
pool account to his delivery account. On the pay-in day, the depository sends the balances to
NSCCL at the scheduled time. The balances in respective clearing members’ delivery accounts
are first transferred to NSCCL’s pool account which is then matched with the obligations
generated by NSCCL system. The quantity and securities matched are accepted and credited
to the pool account of the receiving clearing members through depository. The quantity and
securities, not matched for any reason whatsoever, are not accepted and as such credited
back to Pool Accounts of the delivering clearing members. On receipt of pay-out instructions
from NSCCL, the depository credits the clearing members’ pool accounts or clients beneficiary
accounts in case of client direct payout instructions. From the pool accounts, the clearing
members distribute the deliveries to the buying clients by issuing instructions to his DP.
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3.5 Risk Management
A sound risk management system is integral to/pre-requisite for an efficient clearing and
settlement system. The National Securities Clearing Corporation Ltd. (NSCCL), a wholly
owned subsidiary of NSE, was incorporated in August 1995. It was set up to bring and sustain
confidence in clearing and settlement of securities; to promote and maintain, short and
consistent settlement cycles; to provide counter-party risk guarantee, and to operate a tight
risk containment system. NSCCL commenced clearing operations in April 1996.
NSCCL ensures that trading members’ obligations are commensurate with their net worth.
In recognition of the fact that market integrity is the essence of any financial market and
believing in the philosophy that prevention is better than cure, NSCCL has put in place a
comprehensive risk management system which is constantly monitored and upgraded to pre-
empt market failures.
Risk containment measures include capital adequacy requirements of members, monitoring of

member performance and track record, stringent margin requirements, position limits based
on capital, online monitoring of member positions and automatic disablement from trading
when limits are breached.
To safeguard the interest of the investors, NSE administers an effective market surveillance
system to curb excessive volatility, detect and prevent price manipulation and follows a system
of price bands. Further, the exchange maintains strict surveillance over market activities in
liquid and volatile securities.
3.5.1 Capital Adequacy Requirements
The core of the risk management is the liquid assets deposited by members with the exchange
/ clearing corporation. Members are required to provide liquid assets which adequately cover
various margins & base minimum capital requirements. Liquid assets of the member include
their Initial membership deposits including the security deposits. Members may provide
additional collateral deposit towards liquid assets, over and above their minimum membership
deposit requirements.
The acceptable forms of capital towards liquid assets and the applicable haircuts are listed
below:
1. Cash Equivalents: Cash, Bank Fixed Deposits with approved custodians, Bank Guarantees
from approved banks, Government Securities with 10% haircut, Units of liquid mutual
funds or gilt funds with 10% haircut.
2. Other Liquid assets: (i) Liquid (Group I) Equity Shares in demat form, as specified by
NSCCL from time to time deposited with approved Custodians. Haircuts applied are
equivalent to the VaR margin for the respective securities (ii) Mutual fund units other
than those listed under cash equivalents decided by NSCCL from time to time. Haircut
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equivalent to the VaR margin for the units computed using the traded price if available,
or else, using the NAV of the unit treating it as a liquid security.
Table3.7: Capital Adequacy Norms for Membership on NSE
(Rs. in lakh)
Particulars CM and F&O CM, WDM and

(all values in Rs. Lakh) segment F&O segment
1
Net worth 100 200
2
Interest free security deposit (IFSD) 125 275
3
Collateral security deposit (CSD) 25 25
Annual subscription 1 2
Note: (1) No additional networth is required for self-clearing members in F&O segment. However, networth of
Rs. 300 lakh is required for members clearing for self as well as for other trading member.
(2) Additional Rs. 25 lakh is required for clearing membership. In addition, the clearing member is required
to bring in IFSD of Rs. 2 lakh and CSD of Rs. 8 lakh per trading member in the F&O segment.
Additional Base Capital
Clearing members may provide additional base capital /collateral deposit (additional base
capital) to NSCCL and/or may wish to retain deposits and/or such amounts which are receivable
from NSCCL, over and above their minimum deposit requirements, towards initial margin
and/or other obligations.
Clearing members may submit such deposits in any one form or combination of the following
forms: (i) Cash (ii) Fixed Deposit Receipts with approved custodians (iii) Bank Guarantee from
approved banks (iv) approved securities in demat form deposited with approved custodians.
Effective Deposits / Liquid Networth
Effective deposits
All collateral deposits made by CMs are segregated into cash component and non-cash
component.
For Additional Capital, cash component means cash, bank guarantee, fixed deposit receipts, T-
bills and dated government securities. Non-cash component shall mean all forms of collateral
deposits like deposit of approved demand securities.
At least 50% of the Effective Deposits should be in the form of cash.
Liquid Networth
Liquid Networth is computed as total liquid assets less initial margin payable at any point in
time.
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The Liquid Networth maintained by CMs at any point in time should not be less than Rs.50
lakh (referred to as Minimum Liquid Net Worth).
3.5.2 Margins
Margins form a key part of the risk management system. In the stock markets there is
always an uncertainty in the movement of share prices. This uncertainty leads to risk which is
addressed by margining system of stock markets. Let us understand the concept of margins
with the help of a following example.
Example: Suppose an investor, purchases 1000 shares of ‘xyz’ company at Rs.100/- on

January 1, 2008. Investor has to give the purchase amount of Rs.1,00,000/- (1000 x 100)
to his broker on or before January 2, 2008. Broker, in turn, has to give this money to stock
exchange on January 3, 2008. There is always a small chance that the investor may not be
able to bring the required money by required date. As an advance for buying the shares,
investor is required to pay a portion of the total amount of Rs.1,00,000/- to the broker at the
time of placing the buy order. Stock exchange in turn collects similar amount from the broker
upon execution of the order. This initial token payment is called margin.
It is important to remember that for every buyer there is a seller and if the buyer does not
bring the money, seller may not get his / her money and vice versa. Therefore, margin is
levied on the seller also to ensure that he/she gives the 100 shares sold to the broker who in
turn gives it to the stock exchange.
In the above example, assume that margin was 15%. That is investor has to give Rs.15,000/-
(15% of Rs.1,00,000/) to the broker before buying. Now suppose that investor bought the
shares at 11 am on January 1, 2008. Assume that by the end of the day price of the share
falls by Rs.25/-. That is total value of the shares has come down to Rs.75,000/-. That is buyer
has suffered a notional loss of Rs.25,000/-. In our example buyer has paid Rs.15,000/- as
margin but the notional loss, because of fall in price, is Rs.25,000/-. That is notional loss is
more than the margin given.
In such a situation, the buyer may not want to pay Rs.1,00,000/- for the shares whose value
has come down to Rs.75,000/-. Similarly, if the price has gone up by Rs.25/-, the seller may
not want to give the shares at Rs.1,00,000/-. To ensure that both buyers and sellers fulfill their
obligations irrespective of price movements, notional losses are also need to be collected.
Prices of shares keep on moving every day. Margins ensure that buyers bring money and
sellers bring shares to complete their obligations even though the prices have moved down
or up.
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IMPOSITION OF MARGINS
As per SEBI directives, the stocks are categorized as follows for imposition of margins:
The Stocks which have traded atleast 80% of the days for the previous six months shall
constitute the Group I (Liquid Securities) and Group II (Less Liquid Securities).
Out of the scrips identified above, the scrips having mean impact cost of less than or
equal to 1% shall be categorized under Group I and the scrips where the impact cost is
more than 1, shall be categorized under Group II.
The remaining stocks shall be classified into Group III (Illiquid Securities).
The impact cost shall be calculated on the 15th of each month on a rolling basis
considering the order book snapshots of the previous six months. On the basis of the
impact cost so calculated, the scrips shall move from one group to another group from
the 1st of the next month.
For securities that have been listed for less than six months, the trading frequency and
the impact cost shall be computed using the entire trading history of the security.
For the first month and till the time of monthly review a newly listed security shall be
categorised in that Group where the market capitalization of the newly listed security
exceeds or equals the market capitalization of 80% of the securities in that particular
group. Subsequently, after one month, whenever the next monthly review is carried
out, the actual trading frequency and impact cost of the security shall be computed, to
determine the liquidity categorization of the security.
In case any corporate action results in a change in ISIN, then the securities bearing the
new ISIN shall be treated as newly listed security for group categorization.
Daily margins payable by members consists of the following:
1. Value at Risk Margin
2. Extreme Loss Margin
3. Mark-To-Market Margin
Daily margin, comprising of the sum of VaR margin, Extreme Loss Margin and mark to market
margin is payable.
Value at Risk Margin
VaR Margin is a margin intended to cover the largest loss that can be encountered on 99% of
the days (99% Value at Risk). For liquid securities, the margin covers one-day losses while for
illiquid securities, it covers three-day losses so as to allow the clearing corporation to liquidate
the position over three days. This leads to a scaling factor of square root of three for illiquid
securities.
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For liquid securities, the VaR margins are based only on the volatility of the security while for
other securities, the volatility of the market index is also used in the computation.
Computation of VaR Rate:
VaR is a single number, which encapsulates whole information about the risk in a portfolio. It
measures potential loss from an unlikely adverse event in a normal market environment. It
involves using historical data on market prices and rates, the current portfolio positions, and
models (e.g., option models, bond models) for pricing those positions. These inputs are then
combined in different ways, depending on the method, to derive an estimate of a particular
percentile of the loss distribution, typically the 99th percentile loss.
The volatility is calculated as follows:
(σt)2 = λ(σt-1) 2+(1-λ) (rt)2
σ2 = is Variance
σ = standard deviation of daily returns
λ = is Lambda factor
r = Returns of the securities for the day
t = time
λ is a parameter which indicates how rapidly volatility estimate changes. The value of λ is
fixed at 0.94 which has been arrived at on the basis of the empirical study done by Prof. J. R.
Varma (F&O returns).
The ‘return’ is defined as the logarithmic return: rt = ln(It/It-1) where It is the security price at
time t.
Security sigma means the volatility of the security computed as at the end of the
previous trading day. The volatility is computed as mentioned above
Security VaR means the higher of 7.5% or 3.5 security sigmas.
Index sigma means the daily volatility of the market index (S&P CNX Nifty or BSE
Sensex) computed as at the end of the previous trading day.
Index VaR means the higher of 5% or 3 index sigmas. The higher of the Sensex VaR
or Nifty VaR would be used for this purpose.
The VaR Margins are specified as follows for different groups of securities:
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Liquidity One-Day VaR Scaling factor for VaR Margin
Categorization illiquidity
Liquid Securities Security VaR 1.00 Security VaR
(Group I)
Less Liquid Higher of Security 1.73 Higher of 1.73 times
Securities VaR and three (square root of 3.00) Security VaR and 5.20
(Group II) times Index VaR times Index VaR
Illiquid Securities Five times Index 1.73 8.66 times Index VaR
(Group III) VaR (square root of 3.00)
VaR margin rate for a security constitutes the following:
1. Value at Risk (VaR) based margin, which is arrived at, based on the methods stated
above. The index VaR, for the purpose, would be the higher of the daily Index VaR based
on S&P CNX NIFTY or BSE SENSEX. The index VaR would be subject to a minimum of
5%.
2. Security specific Margin: NSCCL may stipulate security specific margins for the securities
from time to time.
The VaR margin rate computed as mentioned above will be charged on the net outstanding
position (buy value-sell value) of the respective clients on the respective securities across all
open settlements. There would be no netting off of positions across different settlements. The
net position at a client level for a member are arrived at and thereafter, it is grossed across all
the clients including proprietary position to arrive at the gross open position.
For example, in case of a member, if client A has a buy position of 1000 in a security and
client B has a sell position of 1000 in the same security, the net position of the member in
the security would be taken as 2000. The buy position of client A and sell position of client B
in the same security would not be netted. It would be summed up to arrive at the member’s
open position for the purpose of margin calculation.
The VaR margin shall be collected on an upfront basis by adjusting against the total liquid
assets of the member at the time of trade.
The VaR margin so collected shall be released on completion of pay-in of the settlement.
Extreme Loss Margin
The Extreme Loss Margin for any security shall be higher of:
1. 5%, or
2. 1.5 times the standard deviation of daily logarithmic returns of the security price in the
last six months. This computation shall be done at the end of each month by taking
the price data on a rolling basis for the past six months and the resulting value shall be
applicable for the next month.
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Upfront margin rates (VaR Margin + Extreme Loss Margin) applicable for all securities in the
Trade for Trade segment shall be 100%.
In view of market volatility, SEBI may direct stock exchanges to change the margins from
time-to-time in order to ensure market safety and safeguard the interest of investors.
The Extreme Loss Margin shall be collected/ adjusted against the total liquid assets of the
member on a real time basis.
The Extreme Loss Margin shall be collected on the gross open position of the member. The
gross open position for this purpose would mean the gross of all net positions across all the
clients of a member including its proprietary position.
There would be no netting off of positions across different settlements. The Extreme Loss
Margin collected shall be released on completion of pay-in of the settlement.
Mark-to-Market Margin
Mark to market loss shall be calculated by marking each transaction in security to the closing
price of the security at the end of trading. In case the security has not been traded on a
particular day, the latest available closing price at the NSE shall be considered as the closing
price. In case the net outstanding position in any security is nil, the difference between the
buy and sell values shall be considered as notional loss for the purpose of calculating the
mark-to-market margin payable.
MTM Profit/Loss = [(Total Buy Qty X Close price) – Total Buy Value] - [Total Sale Value - (Total
Sale Qty X Close price)]
The mark to market margin (MTM) shall be collected from the member before the start of the
trading of the next day.
The MTM margin shall also be collected/adjusted from/against the cash/cash equivalent
component of the liquid net worth deposited with the Exchange.
Example 1:
A trading member has two clients with the following MTM positions. What will be the MTM for
the trading member?
Client Security X Security Y Security Z

T-1 Day T Day T-1 Day T Day T-1 Day T Day
A 800 300 -500 -1200 0 0
B 1000 500 0 0 -1500 -800
The MTM for the trading member will be -1700.
The MTM margin shall be collected on the gross open position of the member. The gross open
position for this purpose would mean the gross of all net positions across all the clients of a
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member including its proprietary position. For this purpose, the position of a client would be
netted across its various securities and the positions of all the clients of a broker would be
grossed.
There would be no netting off of the positions and setoff against MTM profits across two rolling
settlements i.e. T day and T-1 day. However, for computation of MTM profits/losses for the
day, netting or setoff against MTM profits would be permitted.
Example 2:
A trading member has two clients with the following positions. What will be the gross open
position for the member in X, Y and Z?
Client Security Settlement Buy Value Sell Value

Client A Security X 2005001 1000 1100
Security Y 2005002 3000 2550
Client B Security X 2005001 4500 2400
Security Z 2005002 7000 10450
The gross open position for the member in X, Y & Z will be 2200, 450, 3450 respectively.
In case of Trade for Trade Segment (TFT segment) each trade shall be marked to market
based on the closing price of that security.
The MTM margin so collected shall be released on completion of pay-in of the settlement.
Penalty applicable for margin violation shall be levied on a monthly basis based on slabs
as mentioned below:
Instances of Disablement Penalty to be levied

1st instance 0.07% per day
2nd to 5th instance of 0.07% per day +Rs.5000/- per instance from 2nd to 5th
disablement instance
6th to 10th instance of 0.07% per day+ Rs. 20000 ( for 2nd to 5th instance)
disablement +Rs.10000/- per instance from 6th to 10th instance
0.07% per day +Rs. 70,000/- (for 2nd to 10th instance)
+Rs.10000/- per instance from 11th instance onwards.
11th instance onwards
Additionally, the member will be referred to the
Disciplinary Action Committee for suitable action
Instances as mentioned above shall refer to all disablements during market hours in a calendar
month.
Penal charge of 0.07% per day shall be levied on the amount of margin shortage
throughout the period of non-payment.
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Institutional Transactions
Institutional businesses i.e., transactions done by all institutional investors are margined in
the capital market segment from T+1 day subsequent to confirmation of the transactions by
the custodians. For this purpose, institutional investors include
• Foreign Institutional Investors registered with SEBI. (FII)
• Mutual Funds registered with SEBI. (MF)
• Public Financial Institutions as defined under Section 4A of the Companies Act, 1956.
(DFI)
• Banks, i.e., a banking company as defined under Section 5(1)(c) of the Banking
Regulations Act, 1949. (BNK)
• Insurance companies registered with IRDA. (INS)
• Pension Funds regulated by Pension Fund Regulatory and Development Authority

(PFRDA). (PNF)
Levy of margins:
• Institutional transactions are identified by the use of the participant code at the time of
order entry.
• In respect of institutional transactions confirmed by the custodians the margins are

levied on the custodians.
• In respect of institutional transactions rejected/not accepted by the custodians the

margins are levied on the members who have executed the transactions.
• The margins are computed and levied at a client (Custodial Participant code) level in
respect of institutional transactions and collected from the custodians/members.
Capping of margins
In case of a buy transaction, the VaR margins, Extreme loss margins and mark to market
losses together shall not exceed the purchase value of the transaction. In case of a sale
transaction, the VaR margins and Extreme loss margins together shall not exceed the sale
value of the transaction and mark to market losses shall also be levied.
Exemption from margins:
• In cases where early pay-in of securities is made prior to the securities pay-in, such
positions for which early pay-in (EPI) of securities is made shall be exempt from margins.
The EPI would be allocated to clients having net deliverable position, on a random basis.
However, members shall ensure to pass on appropriate early pay-in benefit of margin
to the relevant clients.
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• In cases where early pay-in of funds is made prior to the funds pay-in, such positions for
which early pay-in (EPI) of funds is made shall be exempt from margins based on the
client details provided by the member/ custodian. Early pay-in of funds specified by the
member/custodians for a specific client and for a settlement shall be allocated against
the securities in the descending order of the net buy value of outstanding position of the
client.
Release of margins:
All margins collected for a settlement for a member/custodian are released on their individual
completion of full obligations of funds and securities by the respective member/custodians
after crystallization of the final obligations on T+1 day. Further, members are provided a facility
to provide confirmation from their clearing banks towards their funds pay-in obligations on
settlement day before prescribed pay-in time.
Retail Professional Clearing Member:
In case of transactions which are to be settled by Retail Professional Clearing Members (PCM),
all the trades with PCM code shall be included in the trading member’s positions till the same
are confirmed by the PCM. Margins shall be collected from respective trading members until
confirmation of trades by PCM.
On confirmation of trades by PCM, such trades will be reduced from the positions of trading
member and included in the positions of PCM. The PCM shall then be liable to pay margins on
the same.
Exemption upon early pay-in of securities
In cases where early pay-in of securities is made prior to the securities pay-in, such positions
for which early pay-in (EPI) of securities is made shall be exempt from margins. The EPI of
securities would be allocated to clients having net deliverable position, on a random basis
unless specific client details are provided by the member/ custodian. However, member/
custodian shall ensure to pass on appropriate early pay-in benefit of margin to the relevant
clients. Additionally, member/custodian can specify the clients to whom the early pay-in may
be allocated.
Exemption upon early pay-in of funds
In cases where early pay-in of funds is made prior to the funds pay-in, such positions for
which early pay-in (EPI) of funds is made shall be exempt from margins based on the client
details provided by the member/ custodian. Early pay-in of funds specified by the member/
custodians for a specific client and for a settlement shall be allocated against the securities in
the descending order of the net buy value of outstanding position of the client.
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3.5.3 On-Line Exposure Monitoring
NSCCL has put in place an on-line monitoring and surveillance system whereby exposure of
the members is monitored on a real time basis. A system of alerts has been built in so that
both the member and NSCCL are alerted as per pre-set levels (reaching 70%, 85%, 90%,
95% and 100%) when the members approach their allowable limits. The system enables
NSSCL to further check the micro-details of members’ positions, if required and take pro-
active action.
The on-line surveillance mechanism also generates various alerts/reports on any price/volume
movement of securities not in line with past trends/patterns. For this purpose the exchange
maintains various databases to generate alerts. Alerts are scrutinised and if necessary taken
up for follow up action. Open positions of securities are also analysed. Besides this, rumors in
the print media are tracked and where they are price sensitive, companies are contacted for
verification. Replies received are informed to the members and the public.
3.5.4 Off-line Monitoring
Off-line surveillance activity consists of inspections and investigations. As per regulatory

requirement, a minimum of 20% of the active trading members are to be inspected every year
to verify the level of compliance with various rules, byelaws and regulations of the Exchange.
Usually, inspection of more members than the regulatory requirement is undertaken every
year. The inspection verifies if investor interests are being compromised in the conduct of
business by the members.
The investigation is based on various alerts, which require further analysis. If further analysis
reveals any suspicion of irregular activity which deviates from the past trends/patterns and
concentration of trading at NSE at the member level, then a more detailed investigation is
undertaken. If the detailed investigation establishes any irregular activity, then disciplinary
action is initiated against the member. If the investigation suggests suspicions of possible
irregular activity across exchanges and/or possible involvement of clients, then the same is
informed to SEBI.
3.5.5 Index-based Market-wide Circuit Breakers/ Price Bands for Securities
An index based market-wide circuit breaker system applies at three stages of the index
movement either way at 10%, 15% and 20%. These circuit breakers bring about a coordinated
trading halt in trading on all equity and equity derivatives markets across the country. The
breakers are triggered by movements in either Nifty 50 or Sensex, whichever is breached
earlier.
• In case of a 10% movement in either of these indices, there would be a one-hour

market halt if the movement takes place before 1:00 p.m. In case the movement takes
place at or after 1:00 p.m. but before 2:30 p.m. there would be trading halt for ½ hour.
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In case movement takes place at or after 2:30 p.m. there will be no trading halt at the
10% level and market would continue trading.
• In case of a 15% movement of either index, there should be a two-hour halt if the
movement takes place before 1 p.m. If the 15% trigger is reached on or after 1:00 p.m.
but before 2:00 p.m., there should be a one-hour halt. If the 15% trigger is reached on
or after 2:00 p.m. the trading should halt for remainder of the day.
• In case of a 20% movement of the index, trading should be halted for the remainder of
the day.
NSE may suo moto cancel the orders in the absence of any immediate confirmation from
the members that these orders are genuine or for any other reason as it may deem fit. The
Exchange views entries of non-genuine orders with utmost seriousness as this has market
–wide repercussion. As an additional measure of safety, individual scrip-wise price bands have
been fixed as below:
Daily price bands of 2% (either way) on a set of specified securities
Price bands of 20% (either way) on all the remaining securities (including debentures,
warrants, preference shares etc. which are traded on CM segment of NSE),
No price bands are applicable on scrip on which derivative products are available or scrips
included in indices on which derivative products are available. However in order to prevent
members from entering orders at non-genuine prices in such securities, the Exchange has
fixed operating range of 20% for such securities.
The price bands for the securities in the Limited Physical Market are the same as those
applicable for the securities in the Normal Market. For Auction market the price bands of 20%
are applicable.
3.5.6 Settlement Guarantee Mechanism
NSCCL assumes the counter party risk of each member and guarantees financial settlement.
Counter party risk is guaranteed through a fine tuned risk management system and an
innovative method of on-line position monitoring and automatic disablement. A large
Settlement Guarantee Fund provides the cushion for any residual risk. In the event of failure
of a trading member to meet settlement obligations or committing default, the Fund is utilized
to the extent required for successful completion of the settlement. This has eliminated counter
party risk of trading on the Exchange. The market has now full confidence that settlements
will take place in time and will be completed irrespective of possible default by isolated trading
members. The concept of guaranteed settlements has completely changed the way market
safety is perceived.
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The Settlement Guarantee Fund is an important element in facilitating the settlement process.
The Fund operates like a self-insurance mechanism and is funded through the contributions
made by trading members, transaction charges, penalty amounts, fines etc. recovered by
NSCCL.
A part of the cash deposit and the entire security deposit of every clearing member with the
Exchange has been converted into an initial contribution towards the Settlement Guarantee
Fund, as indicated below:
Equity Segment
Type of Member Cash Security Deposit in the form of Bank

Deposit FDR/ guarantee or securities
(Rs. Lakh) (Rs. Lakh)
Individual/ partnership firms 6.00 17.50
Corporates 9.00 25.00
There is a provision that as and when volumes of business increase, members may be required
to make additional contributions allowing the fund to grow alongwith the market volumes.
Direct Pay-out of Securities
NSCCL has put in place a system for giving direct pay-out of securities to investor’s account.
The system is applicable for both the depositories. The trading member/ clearing member
indicates the beneficiary account to which the securities payout is to be made by way of file
upload. In order to smoothen the back office work of the trading members for providing this
information, NSCCL has provided a front end for creating the file through which the information
is passed on to NSCCL. On the pay-out day, pay-out goes to such investors’ account directly
from NSCCL. In case of any wrong information provided by the trading member, the pay-out
goes to the pool account of the trading member.
No-delivery Period
Whenever a book closure or a record date is announced by a company for corporate actions
other than AGM, EGM, dividend & Bonus, the exchange sets up a ‘no-delivery’ period for
that security. During this period, trading is permitted in the security. However, these trades
are settled only after the no-delivery period is over. This is done to ensure that investor’s
entitlement for the corporate benefits is clearly determined.
Penalty
The Clearing Corporation levies penalties on trading members for non-compliances and
defaults like:
1. Funds Shortages
2. Securities Shortages
3. Margin Shortages
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4. Security Deposit Shortages
5. Client Code Modification
6. Non-acceptance / rejection / allocation of Institutional trades
7. Ineligible client in Inter-institutional deals
8. Others
1. Funds Shortages : Members failing to fulfill their funds obligations (all markets including
the valuation debit raised on account of securities shortages) to Clearing Corporation
shall be subjected to the following penalty structure:-
Type of Non-Fulfillment Penalty Charge % per day

Value Rs. 5 lakhs or more 0.07
Value less than Rs. 5 lakhs 0.07
2. Securities Shortages in respect of cleared deals:- Members failing to fulfill their

securities deliverable obligations to Clearing Corporation shall be subjected to the
following penalty structure:-
Type of Non-Fulfillment Penalty Charge % per day on value of shortage

Security Shortage 0.05
3. Margin Shortages : Penalty for violation on account of initial margin limit/exposure

margin and/or open interest limit may be levied on a monthly basis based on slabs
mentioned below:
Instances of Disablement Penalty to be levied

1st instance 0.07% per day
2nd to 5th instance of 0.07% per day +Rs.5000/- per instance from 2nd to
disablement 5th instance
6th to 10th instance of 0.07% per day+ Rs. 20000 ( for 2nd to 5th instance)
disablement +Rs.10000/- per instance from 6th to 10th instance
11th instance onwards 0.07% per day +Rs. 70,000/- (for 2nd to 10th instance)
+Rs.10000/- per instance from 11th instance onwards.
Additionally, the member will be referred to the
Disciplinary Action Committee for suitable action
Instances as mentioned above shall refer to all disablements during market hours
in a calendar month. The penal charge of 0.07% per day shall be applicable on all
disablements due to margin violation anytime during the day.
4. Security deposit shortage: Penal charges for shortages in the minimum deposit
requirement is 0.07% per day.
5. Client code modification: Penalties shall be imposed in respect of client code

modifications in non-institutional orders only. The penalty structure is given below :
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Percentage of modified client codes for non-institutional Amount (in Rs)
orders beyond the first 5 orders to total non-institutional
orders (matched) on a daily basis
Less than or equal to 1% NIL
Greater than 1% but less than or equal to 5% 500/- per day
Greater than 5% but less than or equal to 10% 1000/- per day
Greater than 10% 10000/- per day
6. Non-acceptance / rejection / allocation of Institutional trades: Penalty is

imposed where the institutional trades are rejected / non-accepted by Custodians or not
allocated by the trading members. A penalty at the rate of 0.10% of the total value of
all such transactions for a settlement for a member or Rs.10,000/- whichever is lower.
7. Ineligible client in Inter-institutional deals: Clearing and settlement procedure

for inter-institutional deals involves eligibility of clients. For sell orders only FIIs are
permitted, for buy orders FIIs, DFIs, Banks, Mutual Funds and Insurance Companies
and such other institutions as may be approved from time to time. Where RBI has
stipulated collective limits for FIIs, NRIs, PIOs etc in certain securities, these entities
shall be permitted to place orders on both buy and sell sides.
Penalties are imposed if trades are executed by ineligible clients as under:
• If the selling client is not eligible - the trade shall be compulsorily closed out and
a penalty of Rs.25000 shall be imposed.
• If the buying client is not eligible - a penalty at the rate of 1% of the value of the
trade or Rs 1 lakh whichever is lower shall be imposed.
8. Others :There are certain penalties imposed on members which are related to physical
settlement :
1. Failure to give Good Delivery: In case of bad deliveries rectified, delayed good
delivery processing charges will be at the rate of 0.09 % per day computed from
the day on which securities were originally due to be brought in up to the day on
which the securities are replaced/rectified.
In case of bad deliveries not rectified, bad delivery processing charges will be @
0.09% per day computed from the day on which securities were originally due to
be brought in upto
(i) the day on which the securities are brought in or
(ii) till auction settlement is completed or
(iii) where auction is partially successful or not successful and the deal is deemed
closed out or
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When the deal is squared off and the corresponding funds adjustments are
completed, whichever is later.
In case of auction bad deliveries and rectified / replaced objection cases which
are reported as bad delivery, the penal interest will be 0.09% per day from the
rectification date till the date of closing out.
Type of Default Charges

Wrong claims of dividend, bonus, Rs. 100/- per claim
interest etc.
Same set of shares reported twice 10% of value of shares reported under
under objection objection subject to a minimum of Rs.
5,000/- per claim
2. Incorrect claim for corporate benefits:
Incorrect undertaking on 10% of the value of shares reported under

form 6-I objection, subject to a minimum of Rs. 5,000/-
per claim.
3. Late withdrawal of company objection: Processing fee for late withdrawal at

the rate of Rs. 2 per share subject to a minimum of Rs.200/- shall be levied for all
withdrawals where a member has not withdrawn the invalid/incorrect objection/
corporate benefits claim on the scheduled withdrawal date, for the following
reasons:
a. The shares under objection have not been introduced by the member on
the Exchange, however he is not able to produce the delivery slip / delivery
details statement on the scheduled withdrawal day.
b. Where the Introducing Member (IM) had not approached the Clearing House
on the scheduled withdrawal date on account of oversight/mistake.
Members wanting to avail ‘late’ withdrawals will be required to affix pre-paid

coupons for the late withdrawal fee, at the time of reporting the same. Acceptance
of such late withdrawals shall be subject to approval only.
4. Trade for Trade
S.No. Types of default Penalty Charge

a. Non settlement of trade 0.5% of the trade value
b. Cancellation of trade Rs. 1000/- per trade per side
c. Failure to settle within Rs. 500/- per trade per day, subject to
the stipulated time maximum of 2.50 times the value of the trade
for each side with a ceiling of Rs. 10000/-
d. Failure to report within Rs. 500/- per trade per day subject to
the stipulated time maximum of 2.50 times the value of the trade
for each side with a ceiling of Rs. 5000/
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Investigation and Inspection
As per regulatory requirement, a minimum of 20% of the active trading members are to
be inspected every year to verify the level of compliance with various rules, byelaws and
regulations of the Exchange. Usually, inspection of more members than the regulatory
requirement is undertaken every year. The inspection randomly verifies if investor interests
are being compromised in the conduct of business by the members. The investigation is based
on various alerts which require further analysis. If further analysis suggests any possible
irregular activity which deviates from the past trends/patterns and concentration of trading
at NSE at the member level, then a more detailed investigation is undertaken. If the detailed
investigation establishes any irregular activity, then disciplinary action is initiated against the
member. If the investigation suggests possible irregular activity across exchanges and/or
possible involvement of clients, then the same is informed to SEBI.
3.5.7 Investor Protection Fund
Investor Protection Fund (IPF) has been set up as a trust under Bombay Public Trust Act,
1950 under the name and style of National Stock Exchange Investor Protection Fund Trust
and is administered by the Trustees. The IPF is maintained by NSE to make good investor
claims, which may arise out of non-settlement of obligations by the trading member, who
has been declared defaulter / expelled, in respect of trades executed on the Exchange. The
IPF is utilised to settle claims of such investors where the trading member through whom the
investor has dealt has been declared a defaulter or expelled by the Exchange. Payments out
of the IPF may include claims arising on account of non payment of funds by the defaulter
/expelled member or non receipt of securities purchased by the investor through the trading
member who has been declared a defaulter/expelled member .
Quantum of Compensation: The maximum amount of claim payable from the IPF to the
investor is Rs. 15 lakh.
Procedure for filing claims: A notice is published in widely circulated daily newspapers
notifying the trading member who has been declared defaulter/expelled member. Claims against
the defaulter/expelled member specified in the notice are required to be made, on or before
three months from the date of such notice. The claimant is required to submit the requisite
documents/details in substantiation of his claim. The admissibility of the claim is decided by
the Defaulters’ Committee which recommends the payment of the admissible amount out of
the Investor Protection Fund in case of insufficient assets in respect of the defaulter /expelled
member vesting in the Exchange. Both the Committee and the Trustees may at any time and
from time to time require any person to produce and deliver any documents or statements of
evidence necessary to support any claim made or necessary for the purpose of establishing
his claim. In default of delivery of such documents, the Committee and the Trustees may
disallow (wholly or partly) any claim made by him.
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On recommendation by the Defaulters’ Committee, the Trustees, if satisfied that the default on
which the claim is founded was actually committed, may admit the claim and act accordingly.
The Trustees have an absolute discretion as regards the mode and method of assessing the
nature of the claims including their genuineness and at their discretion may accept, reject
or partially grant or allow claims and make payment thereof subject to the limits mentioned
above The Trustees in disallowing (whether wholly or partly) a claim for compensation shall
serve notice of such disallowance on the claimant.
Transaction Costs
Liquidity to a large extent depends on transaction costs. Lower the transaction cost, the lower
is the bid-ask spread and higher the volumes. SEBI released a Working Paper titled ‘Trade
Execution Cost of Equity Shares in India’ in January 2002. The study has measured implicit
(indirect) costs in terms of quoted spread (possible cost of trading in a stock) and effective
bid-ask spread (actual cost incurred by an investor to execute a trade in a stock) and their
behaviour in relation to volume traded, market capitalisation, volatility and market hour. The
major findings of the study are as follows:
1. Effective spread is, by and large, lower than the quoted spread.
2. Market micro-structural changes appear to have influenced spread size.
3. The spread is inversely related to volume traded and market capitalisation and positively
related to volatility (variance). Efforts to reduce volatility will also lead to reduction in
bid-ask spread.
4. Speed and time of arrival of information in the market also affects trade cost. The
spreads are very high at the open of market hours and they slowly taper off as trading
progresses. An investor who postpones his decision to buy or sell towards close of
trading saves more than 50% in terms of spread.
5. Spreads are mostly independent of quantity quoted and traded.
3.6 Market Index

Traditionally, indices have been used as benchmarks to monitor markets and judge performance.
Modern indices were first proposed by two 19th century mathematicians: Etienne Laspeyres
and Hermann Paasche. The grandfather of all equity indices is the Dow Jones Industrial
Average which was first published in 1896; since then indices have come a long way - not only
in their sophistication - but also in the variety.
There are three main types of indices, namely price index, quantity index and value index.
The price index is most widely used. It measures changes in the levels of prices of products
in the financial, commodities or any other markets from one period to another. The indices in
financial markets measure changes in prices of securities like equities, debentures, government
securities, etc. The most popular index in financial market is the stock (equity) index which
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uses a set of stocks that are representative of the whole market, or a specified sector, to
measure the change in overall behaviour of the markets or sector over a period of time.
A stock index is important for its use:
1. as the lead indicator of the performance of the overall economy or a sector of the
economy: A good index tells us how much richer or poorer investors have become.
2. as a barometer for market behaviour: It is used to monitor and measure market

movements, whether in real time, daily, or over decades, helping us to understand
economic conditions and prospects.
3. as a benchmark for portfolio performance: A managed fund can communicate its

objectives and target universe by stating which index or indices serve as the standard
against which its performance should be judged.
4. as an underlying for derivatives like index futures and option. It also underpins products
such as, exchange-traded funds, index funds etc. These index-related products form
a several trillion dollar business and are used widely in investment, hedging and risk
management.
5. as it supports research (for example, as benchmarks for evaluating trading rules, technical
analysis systems and analysts’ forecasts); risk measurement and management; and
asset allocation.
In addition to the above functional use, a stock index reflects changing expectations of the
market about future of the corporate sector. The index rises if the market expects the future
to be better than previously expected and drops if the expectation about future becomes
pessimistic.
Price of a stock moves for two reasons, namely, company specific development (product
launch, closure of a factory, arrest of chief executive) and development affecting the general
environment (nuclear bombs, election result, budget announcement), which affects the stock
market as a whole. The stock index captures the second part, that is, impact of environmental
change on the stock market as a whole. This is achieved by averaging which cancels out
changes in prices of individual stocks.
3.6.1 Understanding the index number
An index is a summary measure that indicates changes in value(s) of a variable or a set of

variables over a time or space. It is usually computed by finding the ratio of current values(s)
to a reference (base) value(s) and multiplying the resulting number by 100 or 1000. For
instance, a stock market index is a number that indicates the relative level of prices or value
of securities in a market on a particular day compared with a base-day price or value figure,
which is usually 100 or 1000.
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Illustration: The values of a market portfolio at the close of trading on Day 1 and Day 2
are:
Value of portfolio Index value

DAY1 (base day) Rs. 20,000 1000
Day 2 Rs. 30,000 1500
Assume that Day 1 is the base day and the value assigned to the base day index is 1000. On
Day 2 the value of the portfolio has changed from Rs. 20,000 to Rs. 30,000, a 50% increase.
The value of the index on Day 2 should reflect a corresponding 50% increase in market
value.
Thus,
Index on Day2 =
= 1500
Day 2’s index is 1500 as compared to the 1000 of day 1.
The above illustration only serves as an introduction to how an index is constructed. The daily
computation of a stock index involves more complexity especially when there are changes in
market capitalization of constituent stocks, e.g., rights offers, stock dividend etc.
Attributes of an index
A good stock market index should have the following attributes:
(a) Capturing behaviour of portfolios: A good market index should accurately reflect
the behaviour of the overall market as well as of different portfolios. This is achieved
by diversification in such a manner that a portfolio is not vulnerable to any individual
stock or industry risk. A well-diversified index is more representative of the market.
However there are diminishing returns from diversification. There is very little gain by
diversifying beyond a point. Including illiquid stocks, actually worsens the index since
an illiquid stock does not reflect the current price behaviour of the market, its inclusion
in index results in an index, which reflects, delayed or stale price behaviour rather than
current price behaviour of the market. Thus a good index should include the stocks
which best represent the universe.
(b) Including liquid stocks: Liquidity is much more than reflected by trading frequency.
It is about ability to transact at a price, which is very close to the current market price.
For example, when the market price of a stock is at Rs.320, it will be considered liquid
if one can buy some shares at around Rs.320.05 and sell at around Rs.319.95. A liquid
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stock has very tight bid-ask spread. Impact cost is the most practical and operational
definition of liquidity.
(c) Maintaining professionally: An index is not a constant. It reflects he market dynamics

and hence changes are essential to maintain its representative character. This necessarily
means that the same set of stocks would not satisfy index criteria at all times. A good
index methodology must therefore incorporate a steady pace of change in the index
set. It is crucial that such changes are made at a steady pace. Therefore the index set
should be reviewed on a regular basis and, if required, changes should be made to
ensure that it continues to reflect the current state of market.
Methodology for index construction
WEIGHTING METHOD
In a value-weighted index, the weight of each constituent stock is proportional to its market
share in terms of market capitalization. In an index portfolio, we can assume that the amount
of money invested in each constituent stock is proportional to its percentage of the total value
of all constituent stocks. Examples include all major stock market indices like S&P CNX Nifty.
There are three commonly used methods for constructing indices:

• Price weighted method
• Equally weighted method
• Market capitalisation weighted method
A price-weighted index is computed by summing up the prices, of the various securities

included in the index, at time 1, and dividing it by the sum of prices of the securities at time
0 multiplied by base index value. Each stock is assigned a weight proportional to its price.
Example: Assuming base index = 1000, price weighted index consisting of 5 stocks tabulated
below would be:
COMPANY Share Price at Time- 0 Share Price at Time- 1

Reliance 351.75 340.50
AB & U 329.10 350.30
INFOSYS 274.60 280.40
HLL 1335.25 1428.75
Tata Tea 539.25 570.25
Total 2829.95 2970.20
2970.20
Index = *1000 = 1049.56
2829.95
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An equally weighted index assigns equal weight to each stock. This is achieved by adding up
the proportionate change in the price of each stock, dividing it by no of stocks in the index
and multiplying by base index value.
Assuming base index = 1000, equally weighted index consisting of 5 stocks tabulated in the
earlier example would be calculated as:
Index = * 1000
5.1810682
= *1000 =1036.21
5
Market capitalisation weighted index: The most commonly used weight is market capitalization
(MC), that is, the number of outstanding shares multiplied by the share price at some specified
time. In this method,
Current Market Capitalization

Index = * Base Value
Base Market Capitalization
Where,
Current MC = Sum of (number of outstanding shares*Current Market

Price) all stocks in the index
Base MC = Sum of (number of outstanding shares*Market Price) all

stocks in index as on base date
Base value = 100 or 1000
Assuming base index = 1000, market capitalisation weighted index consisting of 5 stocks
tabulated in the earlier example would be calculated as:
COMPANY Current Market Base Market Capitalization

Capitalization (Rs. Lakh) (Rs. Lakh)
Reliance 1668791.10 1654247.50

AB & U 872686.30 860018.25
INFOSYS 1452587.65 1465218.80
HLL 2675613.30 2669339.55
Tata Tea 660887.75 662559.30
Total 7330566.10 7311383.40
Index = = 1002.62
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Difficulties in index construction:
The major difficulties encountered in constructing an appropriate index are:

• deciding the number of stocks to be included in the index,
• selecting stocks to be included in the index,
• selecting appropriate weights, and
• selecting the base period and base value.
3.6.2 Understanding S&P CNX NIFTY
S&P CNX Nifty (Nifty), the most popular and widely used indicator of the stock market in the
country, is a 50-stock index comprising the largest and the most liquid stocks from about 25
sectors in India. The index was introduced in 1995 by the National Stock Exchange (NSE)
keeping in mind it would be used for modern applications such as index funds and index
derivatives besides reflecting the stock market behaviour. NSE maintained it till July 1998,
after which the ownership and management rights were transferred to India Index Services &
Products Ltd. (IISL), a joint venture between NSE and CRISIL.
Choice of index set size:
While trying to construct Nifty, a number of calculations were done to arrive at the ideal
number of stocks. A simple index construction algorithm was implemented which did not
pre-specify the size of the index set, but added and deleted stocks based on criteria of MC
and liquidity. Ten index time-series (from 1990 to 1995) were generated by using various
thresholds for addition and deletion of stocks from/into the index set. These index sets turned
out to range from 69 to 182 stocks as of end-1995 indicating that the ideal number of stocks
for the index could be somewhere in the range 69 to 182. For each of these ten index time-
series, the correlation between the index time-series and thousands of randomly chosen
portfolios was calculated. This gave a quantitative sense of how increasing the index set
size helps improve the extent to which the index reflects the behaviour of the market. It
was observed that the gain from increasing the number of stocks from 69 to 182 was quite
insignificant. It was corroborated by the theory on portfolio diversification, which suggests
that diversifying from 10 to 20 stocks results in considerable reductions in risk, while the gains
from further diversification are smaller. An analysis of liquidity further suggested that the
Indian market had comfortable liquidity of around 50 stocks. Beyond 50, the liquidity levels
became increasingly lower. Hence the index set size of 50 stocks was chosen.
Selection of stocks:
From early 1996 onwards, the eligibility criteria for inclusion of stocks in S&P CNX Nifty are
based on the criteria of Market Capitalization (MC), liquidity and floating stock.
Market capitalisation: Stocks eligible for inclusion in Nifty must have a six monthly average
market capitalisation of Rs.500 crore or more during the last six months.
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Liquidity (Impact cost): Liquidity can be measured in two ways: Traditionally liquidity is
measured by volume and number of trades. The new international practice of measuring
liquidity is in terms of impact cost. An ideal stock can be traded at its ruling market price.
However practically, when one tries to buy a stock, one pays a price higher than the ruling
price for purchase, or receives a price lower than the ruling price from sale, due to sufficient
quantity not being available at the ruling price. This difference from the ruling price in
percentage terms is the impact cost. It is defined as the percentage degradation suffered in
the price for purchase or sale of a specified quantity of shares, when compared to the ideal
price. It can be computed for each individual stock based on order book snapshots. It can also
be computed for a market index based on the impact cost of constituent stocks, using their
respective index weights. The impact cost of a market index is effectively the cost incurred
when simultaneously placing market orders for all constituents of the index, in the proportion
of their weights in the index. A highly liquid market index is one where the impact cost of
buying or selling the entire index is low.
It is the percentage mark up suffered while buying / selling the desired quantity of a stock
compared to its ideal price, that is, (best buy + best sell)/2.
Let us assume the order book for a stock looks as follows:
Buy Sell
Quantity Price Quantity Price
1000 98 1000 99
2000 97 1500 100
1000 96 1000 101
To buy 1500 stocks,
Ideal price = = 98.5
Actual buy price = = 99.33
Impact cost = = 0.84%

(For 1500 stocks)
Impact cost for sell can also be worked out. The impact cost criterion requires that the stocks
traded for 85% of the trading days at an impact cost of less than 0.75% can be included in
the index.
Base date and value:
The base date selected for S&P CNX Nifty index is the close of prices on November 3, 1995,
which marks the completion of one year of operations of NSE’s Capital Market segment. The
base value of the index has been set at 1000.
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S&P CNX Nifty has a historical time series dating back to January 1990. It is worth explaining
the manner of calculation of the series. On 1st July 1990, BSE (the Stock Exchange, Bombay)
data for the preceding six months was analysed to shortlist a set of stocks which had adequate
liquidity. The top fifty companies were included in the index set, and the index time series was
calculated for three months from 1st July 1990 to 30th September 1990. The index set was
re-calculated afresh at this point (i.e. by dropping some low-liquidity or low MC stocks, and
adding better alternatives), and this new index set was used for the next three months, and
so on. This methodology avoided selection bias associated with the simple back-calculation,
which generates higher returns in the back-calculated series than is really the case. This
happens because the index set chosen today is likely to contain stocks, which have fared well
in the recent past. Conversely, stocks that fared badly in the past are likely to have lower
MC and hence not get included in today’s index set. The historical time-series of Nifty truly
reflects the behaviour of an index populated with the biggest 50 stocks, which have required
levels of liquidity through out.
The constituents and the criteria for the selection judge the effectiveness of the index. Selection
of the index set is based on the following criteria:
§ Liquidity (Impact Cost)
§ Floating Stock
§ Others
Liquidity (Impact Cost)
For inclusion in the index, the security should have traded at an average impact cost of
0.50% or less during the last six months for 90% of the observations for a basket size of Rs.
2 Crores.
Impact cost is cost of executing a transaction in a security in proportion to the weightage of

its market capitalisation as against the index market capitalisation at any point of time. This
is the percentage mark up suffered while buying / selling the desired quantity of a security
compared to its ideal price (best buy + best sell) / 2
Floating Stock
Companies eligible for inclusion in S&P CNX Nifty should have atleast 10% floating stock.
For this purpose, floating stock shall mean stocks which are not held by the promoters and
associated entities (where identifiable) of such companies.
Others
a) A company which comes out with a IPO will be eligible for inclusion in the index, if it
fulfills the normal eligiblity criteria for the index like impact cost, market capitalisation
and floating stock, for a 3 month period instead of a 6 month period.
b) Replacement of Stock from the Index:
A stock may be replaced from an index for the following reasons:
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Compulsory changes like corporate actions, delisting etc. In such a scenario, the stock having
largest market capitalization and satisfying other requirements related to liquidity, turnover
and free float will be considered for inclusion.
When a better candidate is available in the replacement pool, which can replace the index
stock i.e. the stock with the highest market capitalization in the replacement pool has at least
twice the market capitalization of the index stock with the lowest market capitalization.
With respect to (2) above, a maximum of 10% of the index size (number of stocks in the
index) may be changed in a calendar year. Changes carried out for (2) above are irrespective
of changes, if any, carried out for (1) above.
From June 26, 2009, S&P CNX Nifty is computed using Free Float Market Capitalisation
weighted method, wherein the level of index reflects the free float market capitalisation of all
stocks in Index.
Index maintenance
An index is required to be maintained professionally to ensure that it continues to remain a

consistent benchmark of the equity markets. This involves transparent policies for inclusion
and exclusion of stocks in the index and for day-to-day tracking and giving effect to corporate
actions on individual stocks. At IISL, an Index Policy Committee comprising of eminent
professionals from mutual funds, broking houses, financial institutions, academicians etc.
formulates policy and guidelines for management of the Indices. An Index Maintenance Sub-
Committee, comprising of representatives from NSE, CRISIL, S&P and IISL takes all decisions
on addition/ deletion of stocks in any Index and the day to day index maintenance.
On-line computation and dissemination:
The index is calculated afresh every time a trade takes place in an index stock. Hence, we
often see days where there are more than 5,00,000 observations for Nifty. The index data
base provides data relating to Open, High, Low, and Close values of index every day, the
number of shares traded for each of the index stocks, the sum of value of the stocks traded
of each of the index stocks, the sum of the MC of all the stocks in the index etc.
Nifty is calculated on-line and disseminated over trading terminals across the country. This
is also disseminated on real-time basis to information vendors such as Bloomberg, Reuters
etc.
3.6.3 India Index Services & Products Ltd. (IISL)
IISL is jointly promoted by NSE, the country’s leading stock exchange and The Credit Rating
and Information Services of India Ltd.(CRISIL), the leading credit rating agency in India. IISL
has a licensing and marketing agreement with Standard & Poor’s (S&P), the leading index
services provider in the world.
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S&P CNX Nifty, the most popular and widely used indicator of the stock market in India, is
the owned and managed by IISL, which also maintains over 80 indices comprising broad
based benchmark indices, sectoral indices and customised indices.
MODEL QUESTIONS
Ques:1 In which of the following market types Central Government securities are allowed to
trade?
(a) Normal Market (b) Odd lot Market
(c) Auction Market (d) Retdebt Market
Correct Answer: (d)
Ques:2. Basket Trading allows the trader to ______.

(a) create offline order entry file for a selected portfolio
(b) buy/sell nifty stock
(c) only buy selected portfolio
(d) trade only on selected portfolio
Correct Answer: (a)
Ques:3 What is the prevailing price band for Nifty/derivative stocks?

(a) 10% (b) 15%
(c) 20% (d) No band
Correct Answer: (d)
Ques:3 The market price protection functionality_______.

(a) limits the risk of a market order within a pre-set percentage of the last traded
price
(b) limits over all risk of the market
(c) protects the market from price fluctuations
(d) all of the above
Correct Answer: (a)
Ques:4. Auction price applicable is _______.

(a) previous day’s close price (b) last trade price on that day
(c) that day’s close price (d) previous day’s last trade price
Correct Answer: (a)
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Ques:5 A professional clearing member is _________.
(a) a trading and clearing member and is entitled to settle trades for clients/trading
members
(b) a trading and clearing member and is not entitled to settle trades for client
(c) only a clearing member and can clear and settle trades for his clients
(d) none of the above
Correct answer: (c)
Ques:6 Custodial Trades are confirmed by the custodians on _____ day.

(a) T (b) T + 1
(c) T + 2 (d) none of the above
Correct answer: (b)
Ques:7 Delivery versus Payment (DVP) mechanism is ensured through:

(a) Pay-in first and Pay-out later,
(b) Pay-out first and Pay-in later,
(c) Pay-in and Pay-out simultaneously
(d) None of the above
Correct answer: (d)
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CHAPTER 4: GOVERNMENT SECURITIES
MARKET
4.1 Introduction to Indian Debt Markets

The debt market in India comprises of two main segments, viz., the government securities
market and the corporate securities market. The market for government securities is the most
dominant part of the debt market in terms of outstanding securities, market capitalisation,
trading volume and number of participants. It sets benchmark for the rest of the market.
The short-term instruments in this segment are used by RBI as instrument of monetary
policy. The main instruments in the government securities market are fixed rate bond, floating
rate bonds, zero coupon bonds and inflation index bonds, partly paid securities, securities
with embedded derivatives, treasury bills and the state government bonds. The corporate
debt segment includes private corporate debt, bonds issued by public sector units (PSUs) and
bonds issued by development financial institutions (DFIs). This segment is not very deep and
liquid. The market for debt derivatives has not yet developed appreciably.
The government securities market has witnessed significant transformation in the 1990s in
terms of market design. The most significant developments include introduction of auction-
based price determination for government securities, development of new instruments and
mechanisms for government borrowing as well as participation by new market participants,
increase in information dissemination on market borrowings and secondary market
transactions, screen based negotiations for trading, and the development of the yield curve
for government securities for marking-to-market portfolios of banks. During the last one
decade, RBI introduced the system of primary dealers (PDs) and satellite dealers (since
discontinued from December 2002), introduced delivery versus payment (DvP) in securities
settlement, expanded the number of players in the market with facility for non-competitive
bidding in auctions, and allowed wider participation in constituent Subsidiary General Ledger
(SGL) accounts. The government securities market also benefited from emergence of liquidity
arrangement through the Liquidity Adjustment Facility (LAF), expansion of the repo markets,
complete stoppage of automatic monetisation of deficits, and emergence of self regulatory
bodies, such as, the Primary Dealers Association of India (PDAI) and the Fixed Income Money
Markets and Derivatives Association (FIMMDA).Continuous reforms in the G- Sec market are
being undertaken for improving market design and liquidity.
To enhance liquidity and efficiency, some important initiatives have been taken such as: (i)
introduction of repo/reverse repo operations in government securities to facilitate participants
of manage short term liquidity mismatches (ii) operationalisation of Negotiated Dealing system
(NDS), an automated electronic trading platform (c) establishment of Clearing Corporation of
India Ltd. (CCIL) for providing an efficient and guaranteed settlement platform (d) introduction
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of G-secs in stock exchanges (e) introduction of Real time Gross Settlement System (RTGS)
which addresses settlement risk and facilitates liquidity management, (g) adoption of a
modified Delivery-versus-Payment mode of settlement which provides for net settlement of
both funds and securities legs and (h) announcement of an indicative auction calendar for
Treasury Bills and Dated Securities.
Several initiatives have been taken to widen the investor base for government securities. To
enable small and medium sized investors to participate in the primary auction of government
securities, a ‘Scheme of Non Competitive Bidding’ was introduced in January 2002, this scheme
is open to any person including firms, companies, corporate bodies, institutions, provident
funds and any other entity prescribed by RBI.
In order to provide banks and other institutions with a more efficient trading platform, an
anonymous order matching trading platform (NDS-OM) was made operational from August
1, 2005.
To provide an opportunity to market participants to manage their interest rate risk more
effectively and to improve liquidity in the secondary market, short sales was permitted in
dated government securities during 2006. ‘When Issued’ (WI) trading in Central government
securities was also introduced in 2006. WI trades are essentially forward transactions in a
security which is still to be issued.
The settlement system for transactions in government securities was standardized to T+1
cycle with a view to provide the participants with more processing time at their disposal and
therefore, to enable better management of both funds as well as risk.
has now become increasingly broad-based, characterised by an efficient auction process, an
active secondary market and a fairly liquid yield curve up to 30 years. An active Primary Dealer
(PD) system and electronic trading and settlement technology that ensure safe settlement
with Straight Through Processing (STP) and central counterparty guarantee support the
market now.
These reforms have resulted in a marked change in the nature of instruments offered, a
wider investor base and a progressive movement towards market-determined interest rates.
The market for government securities has, however, remained largely captive and wholesale
in nature, with banks and institutions being the major investors in this segment. While the
primary market for government securities witnessed huge activity due to increased borrowing
needs of the government, only a small part of the outstanding stock finds its way into the
secondary market.
The number of transactions in the secondary market continues to be small relative to the size
of outstanding debt and the size of the participants. The liquidity continues to be thin despite
a shift to screen-based trading on NSE. The holding of G-Secs among the financial institutions
has been more diversified, particularly , with the emergence of insurance and pension funds
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as a durable investor class for the long-term securities. This became possible due to the
sustained efforts devoted to elongation of the maturity profile of government securities.
4.1.1 Market Subgroups
The various subgroups in debt market in India are discussed below:
• Government securities form the oldest and most dominant part of the debt market in
India. The market for government securities comprises the securities issued by the
central government, state governments and state-sponsored entities. In the recent
past, local bodies such as municipal corporations have also begun to tap the debt
market for funds. The Central Government mobilises funds mainly through issue of
dated securities and T-bills, while State Governments rely solely on State Development
Loans. The major investors in sovereign papers are banks, insurance companies and
financial institutions, which generally do so to meet statutory requirements.
• Bonds issued by government-sponsored institutions like DFIs, infrastructure-related

institutions and the PSUs, also constitute a major part of the debt market. The
gradual withdrawal of budgetary support to PSUs by the government since 1991 has
increased their reliance on the bond market for mobilising resources. The preferred
mode of raising capital by these institutions has been private placement, barring an
occasional public issue. Banks, financial institutions and other corporates have been
the major subscribers to these issues.
• The Indian corporate sector relies, to a great extent, on raising capital through debt
issues, which comprise of bonds and Commercial Papers (CPs). Of late, most of the
bond issues are being placed through the private placement route. These bonds
are structured to suit the requirements of investors and the issuers, and include a
variety of tailor-made features with respect to interest payments and redemption.
Corporate bond market has seen a lot of innovations, including securitised products,
corporate bond strips, and a variety of floating rate instruments with floors and caps.
In the recent years, there has been an increase in issuance of corporate bonds with
embedded put and call options. While some of these securities are traded on the
stock exchanges, the secondary market for corporate debt securities is yet to fully
develop.
• In addition to above, there is another segment, which comprises of short-term paper

issued by banks, mostly in the form of certificates of deposit (CDs). This segment is,
however, comparatively less dominant.
• The Indian debt market also has a large non-securitised, transactions-based

segment, where players are able to lend and borrow amongst themselves. This
segment comprises of call and notice money markets, inter-bank market for term
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money, market for inter-corporate loans, and market for ready forward deals (repos).
Typically, short-term instruments are traded in this segment.
• The market for interest rate derivatives like FRAs, IRSs, and OISs (Overnight Index
Swaps) is emerging to enable banks, PDs and FIs to hedge interest rate risks.
4.1.2 Instruments
Debt instruments represent contracts whereby one party lends money to another on pre-
determined terms with regard to rate of interest to be paid by the borrower to the lender, the
periodicity of such interest payment, and the repayment of the principal amount borrowed.
In the Indian securities markets, we use the term ‘bond’ for debt instruments issued by the
Central and State governments and public sector organisations, and the term ‘debentures’ for
instruments issued by private corporate sector. In this workbook the terms bonds, debentures
and debt instruments have been used inter-changeably.
The principal features of a bond are:
• Maturity: In the bond markets, the terms maturity and term-to-maturity, are used
quite frequently. Maturity of a bond refers to the date on which the bond matures, or
the date on which the borrower has agreed to repay (redeem) the principal amount
to the lender. The borrowing is extinguished with redemption, and the bond ceases
to exist after that date. Term to maturity, on the other hand, refers to the number
of years remaining for the bond to mature. Term to maturity of a bond changes
everyday, from the date of issue of the bond until its maturity.
• Coupon: Coupon refers to the periodic interest payments that are made by the
borrower (who is also the issuer of the bond) to the lender (the subscriber of the
bond). Coupon rate is the rate at which interest is paid, and is usually represented as
a percentage of the par value of a bond.
• Principal: Principal is the amount that has been borrowed, and is also called the par
value or face value of the bond. The coupon is the product of the principal and the
coupon rate.
4.1.3 Participants
Debt markets are pre-dominantly wholesale markets, with institutional investors being major
participants. Banks, financial institutions, mutual funds, provident funds, insurance companies
and corporates are the main investors in debt markets. Many of these participants are also
issuers of debt instruments. The small number of large players has resulted in the debt markets
being fairly concentrated, and evolving into a wholesale negotiated dealings market. Most debt
issues are privately placed or auctioned to the participants. Secondary market dealings are
mostly done on telephone, through negotiations. In some segments, such as the government
securities market, market makers in the form of primary dealers have emerged, which enable
130
a broader holding of treasury securities. Debt funds of the mutual fund industry, comprising
of liquid funds, bond funds and gilt funds, represent a recent mode of intermediation of retail
investments into the debt markets. The market participants in the debt market are described
below:
(a) Central Government raises money through bond and T-bill issues to fund budgetary
deficits and other short and long-term funding requirements.
(b) Reserve Bank of India (RBI), as investment banker to the government, raises funds
for the government through dated securities and T-bill issues, and also participates
in the market through open-market operations in the course of conduct of monetary
policy. RBI also conducts daily repo and reverse repo to moderate money supply in
the economy. RBI also regulates the bank rates and repo rates, and uses these rates
as tools of its monetary policy. Changes in these benchmark rates directly impact debt
markets and all participants in the market as other interest rates realign themselves
with these changes.
(c) Primary Dealers (PDs), who are market intermediaries appointed by RBI, underwrite
and make market in government securities by providing two-way quotes, and have
access to the call and repo markets for funds. Their performance is assessed by RBI
on the basis of their bidding commitments and the success ratio achieved at primary
auctions. In the secondary market, their outright turnover has to three times their
holdings in dated securities and five times their holdings in treasury bills. Satellite
dealers constituted the second tier of market makers till December 2002.
(d) State governments, municipal and local bodies issue securities in the debt markets to
fund their developmental projects as well as to finance their budgetary deficits.
(e) Public Sector Undertakings (PSUs) and their finance corporations are large issuers of
debt securities. They raise funds to meet the long term and working capital needs.
These corporations are also investors in bonds issued in the debt markets.
(f) Corporates issue short and long-term paper to meet their financial requirements.
They are also investors in debt securities issued in the market.
(g) Development Financial Institutions (DFIs) regularly issue bonds for funding their
financing requirements and working capital needs. They also invest in bonds issued
by other entities in the debt markets. Most FIs hold government securities in their
investment and trading portfolios.
(h) Banks are the largest investors in the debt markets, particularly the government
securities market due to SLR requirements. They are also the main participants in
the call money and overnight markets. Banks arrange CP issues of corporates and are
active in the inter-bank term markets and repo markets for their short term funding
131
requirements. Banks also issue CDs and bonds in the debt markets. They also issue
bonds to raise funds for their Tier-II capital requirement.
(i) The investment norms for insurance companies make them large participants in
government securities market.
(j) Mutual funds have emerged as important players in the debt market, owing to the
growing number of debt funds that have mobilised significant amounts from the
investors. Most mutual funds also have specialised debt funds such as gilt funds and
liquid funds. Mutual funds are not permitted to borrow funds, except for meeting very
short-term liquidity requirements. Therefore, they participate in the debt markets
pre-dominantly as investors, and trade on their portfolios quite regularly.
(k) Foreign Institutional Investors (FIIs) are permitted to invest in treasury and corporate
bonds, within certain limits.
(l) Provident and pension funds are large investors in the debt markets. The prudential
regulations governing the deployment of the funds mobilised by them mandate
investments pre-dominantly in treasury and PSU bonds. They are, however, not very
active traders in their portfolio, as they are not permitted to sell their holdings, unless
they have a funding requirement that cannot be met through regular accruals and
contributions.
(m) Charitable institutions, trusts and societies are also large investors in the debt
markets. They are, however, governed by their rules and bye-laws with respect to
the kind of bonds they can buy and the manner in which they can trade on their debt
portfolios.
(n) Since January 2002, retail investors have been permitted submit non-competitive
bids at primary auction through any bank or PD. They submit bids for amounts of
Rs. 10,000 and multiples thereof, subject to the condition that a single bid does not
exceed Rs. 1 crore. The non-competitive bids upto a maximum of 5% of the notified
amount are accepted at the weighted average cut off price / yield.
(o) NDS, CCIL and WDM are other participants which are discussed in greater detail in
subsequent sections.
The matrix of issuers, investors, instruments in the debt market and their maturities are
presented in Table 4.1.
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Table 4.1: Participants and Products in Debt Markets
Issuer Instruments Maturity Investors

Central Government Dated 2 - 30 years RBI, Banks, Insurance
Securities Companies, Provident
Funds, Mutual Funds, PDs,
Individuals.
Central Government T-Bills 91/182/364 RBI, Banks, Insurance
days companies, Provident
Funds, PDs, Mutual Funds,
Individuals.
State Government Dated 5-13 years Banks, Insurance Companies,
Securities Provident Funds, Individuals
PSUs Bonds, 5-10 years Banks, Insurance Companies,
Structured Provident Funds, Mutual
Obligations Funds, Individuals,
Corporates.
Corporates Debentures, 1 - 12 years Banks. Mutual Funds,
Bonds Corporates, Individuals.
Corporates, PDs Commercial 15 days to 1 Banks, Mutual Funds,
Papers year Financial Institutions,
Corporates, Individuals, FIIs
Scheduled Commercial Certificates of 15 days to 1 Banks, Corporations,
Banks Deposits (CD) year Individuals, companies,
trusts, funds, associations,
Select Financial 1 year to 10
FIs, non-resident Indians
Institutions (under years
Umbrella Limit fixed
RBI)
Scheduled Commercial Bank bonds 1-10 years Corporations, Individuals,
Banks Companies, Trusts, Funds,
Associations, FIs, non-
resident Indians
PSU Municipal 0-7 Years Banks, Corporations,
bonds Individuals, companies,
trusts, funds, associations,
FIs, non-resident Indians
4.2 Primary Market
4.2.1 Issuance Process-Government securities
The issue of government securities is governed by the terms and conditions specified in the
general notification of the government and also the terms and conditions specified in the
specific notification issued in respect of issue of each security. The terms and conditions
specified in the general notification are discussed in this section.
Any person including firm, company, corporate body, institution, state government, provident
fund, trust, NRI, OCB predominantly owned by NRIs and FII registered with SEBI and approved
by RBI can submit offers, including in electronic form, for purchase of government securities.
133
Payment for the securities are made by the applicants on such dates as mentioned in the
specific notification, by means of cash or cheque drawn on RBI or Banker’s pay order or by
authority to debit their current account with RBI or by Electronic Fund Transfer in a secured
environment. Government securities are issued for a minimum amount of Rs.10,000/- (face
value) and in multiples of Rs.10,000/- thereafter. These are issued to the investors by credit
to their SGL account or to a Constituents’ SGL account of the institution as specified by them,
maintained with RBI or by credit to their Bond Ledger Account maintained with RBI or with
any institution authorised by RBI, or in the form of physical certificate. These are repaid at
Public Debt Offices of RBI or any other institution at which they are registered at the time
of repayment. If specified in the specific notification, the payment for securities and the
repayment thereof can be made in specified installments.
Government issues securities through the following modes:
(a) Issue of securities through auction: The securities are issued through auction
either on price basis or on yield basis. Where the issue is on price basis, the coupon
is pre-determined and the bidders quote price per Rs.100 face value of the security,
at which they desire to purchase the security. Where the issue is on yield basis, the
coupon of the security is decided in an auction and the security carries the same
coupon till maturity. On the basis of the bids received, RBI determines the maximum
rate of yield or the minimum offer price as the case may be at which offers for
purchase of securities would be accepted at the auction.
The auctions for issue of securities (on either yield basis or price basis) are held either
on ‘Uniform price’ method or on ‘Multiple price’ method. Where an auction is held on
‘Uniform price’ method, competitive bids offered with rates up to and including the
maximum rate of yield or the prices up to and including the minimum offer price,
as determined by RBI, are accepted at the maximum rate of yield or minimum offer
price so determined. Bids quoted higher than the maximum rate of yield or lower than
the minimum price are rejected. Where an auction is held on ‘Multiple price’ method,
competitive bids offered at the maximum rate of yield or the minimum offer price, as
determined by RBI, are accepted. Other bids tendered at lower than the maximum
rate of yield or higher than the minimum offer price are accepted at the rate of yield
or price as quoted in the respective bid. Bids quoted higher than the maximum rate
of yield or lower than the minimum price are rejected.
Individuals and specified institutions (read ‘retail investors’) can participate in the
auctions on ‘non-competitive’ basis. Allocation of the securities to non-competitive
bidders are made at the discretion of RBI and at a price not higher than the weighted
average price arrived at on the basis of the competitive bids accepted at the auction
or any other price announced in the specific notification. The nominal amount of
securities that would be allocated to retail investors on non-competitive basis is
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restricted to a maximum 5 percentage of the aggregate nominal amount of the issue,
within or outside the nominal amount which is issued at the weighted average price
of the issue at the auction.
(b) Issue of securities with pre-announced coupon rates: The coupon on such
securities is announced before the date of floatation and the securities are issued at
par. In case the total subscription exceeds the aggregate amount offered for sale, RBI
may make partial allotment to all the applicants.
(c) Issue of securities through tap sale: No aggregate amount is indicated in the
notification in respect of the securities sold on tap. Sale of such securities may be
extended to more than one day and the sale may be closed at any time on any day.
(d) Issue of securities in conversion of maturing treasury bills/dated securities:

The holders of treasury bills of certain specified maturities and holders of specified
dated securities are provided an option to convert their holding at specified prices into
new securities offered for sale. The new securities could be issued on an auction/pre-
announced coupon basis. RBI may participate in auctions as a ‘non-competitor’ or
subscribe to the government securities in other issues. Allotment of securities to RBI
are made at the cut off price/yield emerging in the auction or at any other price/yield
decided by the government. In order to maintain a stable interest rate environment,
RBI accepts private placement of government securities. Such privately placed
securities and securities that devolve on RBI are subsequently offloaded through
RBI’s open market operations.
Government issues the following types of Government securities:
(a) Securities with fixed coupon rates: These securities carry a specific coupon rate
remaining fixed during the term of the security and payable periodically. These may
be issued at a discount, at par or at a premium to the face value and are redeemed
at par.
(b) Floating Rate Bonds: These securities carry a coupon rate which varies according
to the change in the base rate to which it is related. The description of the base rate
and the manner in which the coupon rate is linked to it is announced in the specific
notification. The coupon rate may be subject to a floor or cap.
(c) Zero Coupon Bonds: These are issued at a discount and redeemed at par. No interest
payment is made on such bonds before maturity. On the basis of the bids received
through tenders, RBI determines the cut-off price at which tenders for purchase such
bonds would be accepted at the auction.
(d) Securities with Embedded Derivatives: These securities are repaid at the option
of government/holder of the security, before the specified redemption date, where a
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‘call option’/‘put option’ is specified in the specific notification and repaid on the date
of redemption specified in the specific notification, where neither a ‘call option’ nor a
‘put option’ is specified/ exercised.
(e) Indexed Bond: Interest payments of these bonds are based on Wholesale Price
Index/ Consumer Price Index.
4.2.2 Issuance Process–Treasury Bills
Treasury bills (T-bills) are short-term debt instruments issued by the Central government.
Three types of T-bills are issued: 91-day, 182-day and 364-day,
T-bills are sold through an auction process announced by the RBI at a discount to its face
value. RBI issues a calendar of T-bill auctions. It also announces the exact dates of auction,
the amount to be auctioned and payment dates. T-bills are available for a minimum amount
of Rs. 25,000 and in multiples of Rs. 25,000. Banks and PDs are major bidders in the T-bill
market. Both discriminatory and uniform price auction methods are used in issuance of T-bills.
The auctions of all T-bills are multiple/discriminatory price auctions, where the successful
bidders have to pay the prices they have actually bid for. Non-competitive bids, where bidders
need not quote the rate of yield at which they desire to buy these T-bills, are also allowed from
provident funds and other investors. RBI allots bids to the non-competitive bidders at the
weighted average yield arrived at on the basis of the yields quoted by accepted competitive
bids at the auction. Allocations to non-competitive bidders are outside the amount notified for
sale. Non-competitive bidders therefore do not face any uncertainty in purchasing the desired
amount of T-bills from the auctions.
Pursuant to the enactment of FRBM Act with effect from April 1, 2006, RBI is prohibited from
participating in the primary market and hence devlovement on RBI is not allowed. Auction
of all the Treasury Bills are based on multiple price auction method at present. The notified
amounts of the auction is decided every year at the beginning of financial year ( Rs.500 crore
each for 91-day and 182-day Treasury Bills and Rs.1,000 crore for 364-day Treasury Bills for
the year 2008-09) in consultation with GOI. RBI issues a Press Release detailing the notified
amount and indicative calendar in the beginning of the financial year. The auction for MSS
amount varies depending on prevailing market condition. Based on the requirement of GOI
and prevailing market condition, the RBI has description to change the notified amount. Also,
it is description of the RBI to accept, reject or partially accept the notified amount depending
on prevailing market condition.
Cut-Off Yields
T-bills are issued at a discount and are redeemed at par. The implicit yield in the T-bill is the
rate at which the issue price (which is the cut-off price in the auction) has to be compounded,
for the number of days to maturity, to equal the maturity value.
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Yield, given price, is computed using the formula:
= ((100-Price)*365)/ (Price * No of days to maturity)
Similarly, price can be computed, given yield, using the formula:
= 100/(1+(yield% * (No of days to maturity/365))
For example, a 182-day T-bill, auctioned on January 18, at a price of Rs. 95.510 would have
an implicit yield of 9.4280% computed as follows:
= ((100-95.510)*365)/(95.510*182)
9.428% is the rate at which Rs. 95.510 will grow over 182 days, to yield Rs. 100 on maturity.
Treasury bill cut-off yields in the auction represent the default-free money market rates in the
economy, and are important benchmark rates.
4.2.3 Participants
Primary dealers (PDs) are important intermediaries in the government securities markets.
There are 19 PDs operating in the market. They act as underwriters in the primary market
for government securities, and as market makers in the secondary market. PDs underwrite
a portion of the issue of government security that is floated for a pre-determined amount.
Normally, PDs are collectively offered to underwrite up to 100% of the notified amount in
respect of all issues where amounts are notified. The underwriting commitment of each PD is
broadly decided on the basis of its size in terms of its net owned funds, its holding strength,
the committed amount of bids and the volume of turnover in securities. Several facilities
have been extended to PDs given their special role in the government debt market. RBI
provides liquidity support to the PDs through LAF against collateral of government securities
and through repo operations/refinance. PDs are also given favoured access to the RBI’s open
market operations. PDs are permitted to borrow and lend in the money market, including
call money market. PDs can also raise funds through CPs and have access to finance from
commercial banks as any other corporate borrower.
Satellite dealers (SDs) formed the second tier of trading and distribution of government
securities. They were expected to further strengthen the infrastructure of distribution, enhance
liquidity, provide a retail outlet and encourage holding among a wider investor base. They
were given the facility of SGL, CSGL, current accounts, liquidity support through reverse repo,
issue of CPs, etc. However, the Satellite Dealers Scheme was discontinued since December
2002.
4.3 Secondary Market
4.3.1 Trading of Government Securities on Stock Exchanges
With a view to encouraging wider participation of all classes of investors, including retail,
trading in government securities through a nationwide, anonymous, order driven screen
based trading system on stock exchanges and settlement through the depositories, in the
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same manner in which trading takes place in equities, has been introduced with effect from
January 16, 2003. Accordingly, trading of dated Government of India (GOI) securities in
dematerialized form has started on automated order driven system of the National Stock
Exchange (NSE), The Bombay Stock Exchange, Mumbai (BSE) and the Over the Counter
Exchange of India (OTCEI). .
This trading facility is in addition to the reporting/trading facility in the Negotiated Dealing
System. Being a parallel system, the trades concluded on the exchanges will be cleared by
their respective clearing corporations/clearing houses. The trades of RBI regulated entities
have to be settled either directly with clearing corporation/clearing house (in case they are
clearing members) or else through clearing member custodian.
Primary Dealers (PDs) are expected to play an active role in providing liquidity to the
government securities market and promote retailing. They may, therefore, make full use of
proposed facility to distribute government securities to all categories of investors through the
process of placing and picking-up orders on the exchanges.
PDs may open demat accounts with a Depository Participant (DP) of NSDL/CDSL in addition
to their accounts with RBI. Value free transfer of securities between SGL/CSGL and demat
accounts is enabled by PDO-Mumbai subject to operational guidelines being issued by our
Department of Government and Bank Accounts (DGBA).
Operational Guidelines:
1. PDs should take specific approval from their Board of Directors to enable them to
trade in the Stock Exchanges.
2. PDs may undertake transactions only on the basis of giving and taking delivery of
securities.
3. Brokers/trading members shall not be involved in the settlement process; all trades
have to be settled either directly with clearing corporation/clearing house (in case
they are clearing members) or else through clearing member custodians.
4. The trades done through any single broker will also be subject to the current regulations
on transactions done through brokers.
5. At the time of trade, securities must be available with the PDs either in their SGL or
in the demat account.
6. A standardized settlement on T+1 basis of all outright secondary market transactions in

Government Securities has been adopted to provide the participants more processing
time for transactions and to help in better funds as well as risk management.
7. In the case of repo transactions in Government Securities, however, market participants

will have the choice of settling the first leg on either T+0 basis or T+1 basis, as per
their requirements.
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8. Any settlement failure on account of non-delivery of securities/ non-availability of
clear funds will be treated as SGL bouncing and the current penalties in respect of
SGL transactions will be applicable. Stock Exchanges will report such failures to the
respective Public Debt Offices.
9. PDs who are trading members of the Stock Exchanges may have to put up margins
on behalf of their non-institutional client trades. Such margins are required to be
collected from the respective clients. PDs are not permitted to pay up margins on
behalf of their client trades and incur overnight credit exposure to their clients. In so
far as the intra day exposures on clients for margins are concerned, the PDs should
be conscious of the underlying risks in such exposures.
10. PDs who intend to offer clearing /custodial services should take specific approval
from SEBI in this regard. Similarly, PDs who intend to take trading membership of
the Stock Exchanges should satisfy the criteria laid down by SEBI and the Stock
Exchanges.
Most of the secondary market trades in government securities are negotiated between
participants (Banks, FIs, PDs, MFs) having SGL accounts with RBI. These may be negotiated
directly between counter parties or negotiated through brokers. NDS of RBI provides an
electronic platform for negotiating trades in government securities. If a broker is involved, the
trade is reported to the concerned exchange. Trades are also executed on electronic platform
of the WDM segment of NSE. WDM segment of NSE provides trading and reporting facilities
for government securities.
4.3.2 Repo and Reverse Repo
Repo or Repurchase Agreements are short-term money market instruments. Repo is nothing
but collateralized borrowing and lending through sale/purchase operations in debt instruments.
Under a repo transaction, a holder of securities sells them to an investor with an agreement
to repurchase at a predetermined date and rate. In a typical repo transaction, the counter-
parties agree to exchange securities and cash, with a simultaneous agreement to reverse the
transactions after a given period. To the lender of cash, the securities lent by the borrower
serves as the collateral; to the lender of securities, the cash borrowed by the lender serves as
the collateral. Repo thus represents a collateralized short term lending.
A reverse repo is the mirror image of a repo. When one is doing a repo, it is reverse repo for
the other party. For, in a reverse repo, securities are acquired with a simultaneous commitment
to resell.
Hence, whether a transaction is a repo or a reverse repo is determined only in terms of who
initiated the first leg of the transaction. When the reverse repurchase transaction matures,
the counter-party returns the security to the entity concerned and receives its cash along with
a profit spread.
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In a repo transaction, the securities should be sold in the first leg at market related prices and
repurchased in second leg at derived price. The sale and repurchase should be accounted for
in the repo account. On the other hand, in a reverse repo transaction, the securities should
be purchased in the first leg at market related prices and sold in second leg at derived price.
The purchase and sale should be accounted for in the reverse repo account.
Illustration:
Details of Repo in a coupon bearing security:
Security offered under Repo 11.43% 2015

Coupon payment dates 7 August and 7 February
Market Price of the security offered under Repo Rs.113.00 (1)
(i.e. price of the security in the first leg)
Date of the Repo 19 January, 2003
Repo interest rate 7.75%
Tenor of the repo 3 days
Broken period interest for the first leg* 11.43%x162/360x100=5.1435 (2)
Cash consideration for the first leg (1) + (2) = 118.1435 (3)
Repo interest** 118.1435x3/365x7.75%=0.0753 (4)
Broken period interest for the second leg 11.43% x 165/360x100=5.2388 (5)
Price for the second leg (3)+(4)-(5) = 118.1435 + 0.0753 (6)
- 5.2388
= 112.98
Cash consideration for the second leg (5)+(6) = 112.98 + 5.2388 (7)
= 118.2188
* Computation of days based on 30/360 day count convention
** Computation of days based on Actual/365 day count convention applicable to money market instruments
4.3.3 Negotiated Dealing System
The first step towards electronic bond trading in India was the introduction of the RBIs
Negotiated Dealing System in February 2002.
NDS, interalia, facilitates screen based negotiated dealing for secondary market transactions
in government securities and money market instruments, online reporting of transactions in
the instruments available on the NDS and dissemination of trade information to the market.
Government Securities (including T-bills), call money, notice/term money, repos in eligible
securities are available for negotiated dealing through NDS among the members. NDS
members concluding deals in the telephone market in instruments available on NDS, are
required to report the deal on NDS system within 15 minutes of concluding the deal. NDS
interfaces with CCIL for settlement of government securities transactions for both outright
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and repo trades done/reported by NDS members. Other instruments viz, call money, notice/
term money, commercial paper and certificate of deposits settle as per existing settlement
procedure.
With the objective of creating a broad-based and transparent market in government securities
and thereby enhancing liquidity in the system, the NDS is designed to provide:
• Electronic bidding in primary market auctions (T-Bills, dated securities, state

government securities) by members,
• Electronic bidding for OMO of RBI including repo auctions under LAF,
• Screen based negotiated dealing system for secondary market operations,
• Reporting of deals in government securities done among NDS members outside the
system (over telephone or using brokers of exchanges) for settlement,
• Dissemination of trade information to NDS members,
• Countrywide access of NDS through INFINET,
• Electronic connectivity for settlement of trades in secondary market both for outright
and repos either through CCIL or directly through RBI, and
• Creation and maintenance of basic data of instruments and members.
The functional scope of the NDS relating to trading includes:
• giving/receiving a Quote,
• placing a call and negotiation (with or without a reference to the quote),
• entering the deals successfully negotiated,
• setting up preferred counterparty list and exposure limits to the counterparties,
• dissemination of on-line market information such as the last traded prices of securities,
volume of transactions, yield curve and information on live quotes,
• interface with Securities Settlement System for facilitating settlement of deals done
in government securities and treasury bills.
• facility for reporting on trades executed through the exchanges for information
dissemination and settlement in addition to deals done through NDS.
The system is designed to maintain anonymity of buyers and sellers from the market but only
the vital information of a transaction viz., ISIN of the security, nomenclature, amount (face
value), price/rate and/ or indicative yield, in case applicable, are disseminated to the market,
through Market and Trade Watch.
The benefits of NDS include:
• Transparency of trades in money and government securities market,
• Electronic connectivity with securities settlement systems, thus, eliminating submission

of physical SGL form,
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• Settlement through electronic SGL transfer,
• Elimination of errors and discrepancies and delay inherent in manual processing

system, and
• Electronic audit trail for better monitoring and control.
NDS was intended to be used principally for bidding in the primary auctions of G-secs
conducted by RBI, and for trading and reporting of secondary market transactions. However,
because of several technical problems and system inefficiencies, NDS was being used as
a reporting platform for secondary market transactions and not as a dealing system. For
actual transactions, its role was limited to placing bids in primary market auctions. Much of
secondary market in the bond market continued to be broker intermediated.
It was therefore, decided to introduce a screen-based (i.e electronic) anonymous order

matching system, integrated with NDS. This system (NDS-OM) has become operational with
effect from August 1, 2005. While initially only banks and primary dealers could trade on
it, NDS-OM has been gradually expanded to cover other institutional players like insurance
companies, mutual funds, etc. Further, NDS-OM has been extended to cover all entities
required by law or regulation to invest in Government securities such as deposit taking NBFCs,
Provident Funds, Pension Funds, Mutual Funds, Insurance Companies, Cooperative Banks,
Regional Rural Banks, Trusts, etc. The trades agreed on this system flow directly to CCIL for
settlement.
The order matching system is a transparent, screen based and anonymous trading platform,
Investors enter purchase/sale (bid and offer) orders on the system for individual securities
they wish to deal in. The system ranks the orders in terms of prices and, for more than one
order at the same price, in terms of timing of the orders (the earlier order gets priority). It
then tries to match the sale orders with the purchase orders available on the system. When
a match occurs, the trade is confirmed. The counterparties are not aware of each others
identities- hence the anonymous nature of the system.
The NDS-OM has several advantages over the erstwhile telephone based market. It is faster,
transparent, straight through processing, audits trails for transactions and cheaper. Straight
through processing (STP) of transactions means that, for participants using CCILs clearing and
settlement system, once a deal has been struck on NDS-OM, no further human intervention
is necessary right upto settlement, thus eliminating possibilities human errors.
4.3.4 Wholesale Debt Market of NSE
The wholesale debt market (WDM) segment of NSE commenced operations on June 30, 1994
and provided the first formal screen-based trading facility for the debt market in the country.
Initially, government securities, T-bills and bonds issued by PSUs were made available in this
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segment. This range has been widened to include non-traditional instruments like floating rate
bonds, zero coupon bonds, index bonds, CPs, CDs, corporate debentures, state government
loans, SLR and non-SLR bonds issued by financial institutions, units of mutual funds and
securitised debt. The WDM trading system, known as NEAT (National Exchange for Automated
Trading), is a fully automated screen based trading system, which enables members across
the country to trade simultaneously with enormous ease and efficiency. The trading system is
an order driven system, which matches best buy and sell orders on a price/time priority.
Trading system provides two market sub-types: continuous market and negotiated market.
In continuous market, the buyer and seller do not know each other and they put their best
buy/sell orders, which are stored in order book with price/time priority. If orders match, it
results into a trade. The trades in WDM segment are settled directly between the participants,
who take an exposure to the settlement risk attached to any unknown counter-party. In the
NEAT-WDM system, all participants can set up their counter-party exposure limits against all
probable counter-parties. This enables the trading member/participant to reduce/minimise
the counter-party risk associated with the counter-party to trade. A trade does not take place
if both the buy/sell participants do not invoke the counter-party exposure limit in the trading
system.
In the negotiated market, the trades are normally decided by the seller and the buyer outside
the exchange, and reported to the Exchange through the broker. Thus, deals negotiated or
structured outside the exchange are disclosed to the market through NEAT-WDM system.
In negotiated market, as buyers and sellers know each other and have agreed to trade, no
counter-party exposure limit needs to be invoked.
The trades on the WDM segment could be either outright trades or repo transactions with
flexibility for varying days of settlement (T+0 to T+2) and repo periods (1 to 14 days). For
every trade, it is necessary to specify the number of settlement days and the trade type (repo
or non-repo), and in the event of a repo trade, the repo term.
The Exchange facilitates trading members to report off-market deals in securities in cases
where the repo period is more than the permissible days in the trading system (14 days) or
where the securities are not available for trading on the Exchange as they do not meet the
listing requirements. These trades are required to be reported to the Exchange within 24
hours of the issuance of contract note.
Membership in NSE:
Membership of NSE-WDM segment is open to all persons desirous of becoming trading

members, subject to meeting requirements/criteria as laid down by SEBI and the Exchange
– Please refer to the chapter 3 for details.
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Listing:
All Government securities and Treasury bills are deemed to be listed automatically as and when
they are issued. Other securities, issued publicly or placed privately, could be listed or admitted
for trading, if eligible as per rules of the Exchange by following prescribed procedure:
1. All Listing are subject to compliance with Byelaws, Rules and other requirements
framed by the Exchange from time to time in addition to the SEBI and other statutory
requirements.
2. The Issuer of security proposed for listing has to forward an application in the
prescribed format, which forms a part of the Listing Booklet.
3. Every issuer, depending on the category and type of security has to submit along with
application, such supporting documents/information as stated in the Listing booklet
and as prescribed by the Exchange from time to time.
4. On getting an in-principal consent of the exchange the issuer has to enter into a
listing agreement in the prescribed format under its common seal.
5. Upon listing, the Issuer has to comply with all requirements of law, any guidelines/
directions of Central Government, other Statutory or local authority.
6. The Issuer shall also comply with the post listing compliance as laid out in the listing
agreement and shall also comply with the rules, bye-laws, regulations and any other
guidelines of the Exchange as amended from time to time.
7. Listing on WDM segment does not imply a listing on CM segment also or vice versa.
8. If the equity shares of an issuer are listed on other stock exchanges but not listed on
Capital Market segment of the Exchange, though eligible, then the debt securities of
the said issuer will not be permitted to be listed on the WDM segment.
9. The Exchange reserves the right to change any of the requirements indicated in the
Listing booklet without prior notice.
Certain securities like Treasury Bills and other securities issued by Government of India
available in demat form are eligible for Repo. Every security in the trading system is given a
symbol representative of the security.
The market capitalisation of the securities on the WDM segment has been increasing steadily.
The segment has also seen a marked increase in the number of securities available for trading
other than the traditional instruments like Govt. securities and T-bills.
The listing requirements for securities on the WDM segment are presented in Table 4.2.
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Table 4.2: Listing Criteria for Securities on WDM Segment
Issuer Eligibility Criteria for listing

Public Issue /Private Placement
Corporates (Public limited companies and • Paid-up capital of Rs.10 crores; or
Private limited companies) • Market capitalisation of Rs.25 crores
(In case of unlisted companies Networth more
than Rs.25 crores)
• Credit rating
Public Sector Undertaking, Statutory • Credit rating
Corporation established/ constituted under
Special Act of Parliament /State Legislature,
Local bodies/authorities,
Mutual Funds: • Qualifies for listing under SEBI’s Regulations
Units of any SEBI registered Mutual Fund/
scheme :
• Investment objective to invest
predominantly in debt or
• Scheme is traded in secondary market as
debt instrument
Infrastructure companies • Qualifies for listing under the respective Acts,
• Tax exemption and recognition as Rules or Regulations under which the securities are
infrastructure company under related issued.
statutes/regulations • Credit rating
Financial Institutions u/s. 4A of Companies Public Issue Private Placement
Act, 1956 including Industrial Development
Corporations Qualifies for listing under Credit rating
the respective Acts, Rules or
Regulations under which the
securities are issued.
Banks • Scheduled banks • Scheduled Banks
• Networth of Rs.50 crores or • Networth of Rs.50
above crores or above
• Qualifies for listing under • Credit rating
the respective Acts, Rules
or Regulations under which
the securities are issued.
Trading Mechanism:
The trades on the WDM segment can be executed in the Continuous or Negotiated market. In
the continuous market, orders entered by the trading members are matched by the trading
system on time price priority. For each order entering the trading system, the system scans
for a probable match in the order books. On finding a match, a trade takes place. In case
the order does not find a suitable counter order in the order books, it is stored in the order
books as a passive order. This could later match with any future order entering the order book
and result into a trade. This future order, which results in matching of an existing order, is
called the active order. In the negotiated market, deals are negotiated outside the exchange
between the two counter parties and are reported on the trading system for approval.
The WDM trading system recognises three types of users-Trader, Privileged and Inquiry.
Trading Members can have all the three user types whereas Participants are allowed privileged
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and inquiry users only. The user-id of a trader gives access for entering orders on the trading
system. The privileged user has the exclusive right to set up counter party exposure limits.
The Inquiry user can only view the market information and set up the market watch screen
but cannot enter orders or set up exposure limits.
An Issuer shall ensure compliance with SEBI circulars/guidelines and any other law, guidelines/
directions of Central Government, other Statutory or local authority issued on regulating the
listing of debt instruments from time to time.
The WDM supports two kinds of trades:
• Repo trades (RE), which are reversed after a specific term, allowed only in specified
securities, and
• Non-Repo (NR) trades, which are for outright sales and purchase, allowed in all
securities.
Trading in debt as outright trades or as ‘repo’ transactions can be for varying days of settlement
and repo periods. For every security it is necessary to specify the number of settlement
days (whether for same day settlement or T+1 etc. depending on what is permitted by the
Exchange), the trade type (whether Repo or Non Repo), and in the event of a Repo trade,
the Repo term. Order matching is carried out only between securities which carry the same
conditions with respect to settlement days, trade type and repo period, if any.
The security itself is represented by three fields -
• Security Type (e.g. GS for Government Securities),
• Security (e.g. CG2010 - Central Government maturing in 2010) and
• Issue (e.g. 6.25%).
All order matching is on the basis of descriptors. All inquiries also require the selection of
valid descriptors. There are 6 fields, which together form an entity, which is called ‘Security
Descriptor’ in the system:
Security Type Security Issue Settlement days Trade Type Repo Term
GS CG2001 11.55% 1 Non Repo -
TB 364D 060901 1 Repo 7
All trade matching is essentially on the basis of descriptor, its price (for non-repos)/ rate (for
repos) volume and order conditions and types. All volumes, in order entry screens and display
screens, are in Rs. lakh unless informed to the trading members otherwise. All prices are in
Rupees. Repo rates are in percentages.
A maximum of two decimal places are allowed for values and four decimal places for prices.
The Exchange sets the multiples (incremental value) in which orders can be entered for
different securities. The Exchange announces from time to time the minimum order size and
increments thereof for various securities traded on the Exchange.
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Maximum Brokerage & Transaction Charges in Government Securities:
In light of the recent fraudulent transactions in the guise of government securities transactions
in physical format, RBI decided to accelerate the measures for further reducing the scope for
trading in physical form. The measures are as follows:
(i) For banks which do not have SGL account with RBI, only one CSGL account can be
opened.
(ii) In case the CSGL accounts are opened with a scheduled commercial bank, the account
holder has to open a designated funds account (for all CSGL related transactions)
with the same bank.
(iii) The entities maintaining the CSGL/designated funds accounts will be required to
ensure availability of clear funds in the designated funds accounts for purchases
and of sufficient securities in the CSGL account for sales before putting through the
transactions.
(iv) No further transactions by the bank should be undertaken in physical form with any
broker with immediate effect.
(v) Banks should ensure that brokers approved for transacting in Government securities
are registered with the debt market segment of NSE/BSE/OTCEI.
(vi) It should also be ensured that users of NDS deal directly on the system and use the
system for transactions on behalf of their clients.
Brokerage Charges:
NSE has specified the maximum rates of brokerage that can be levied by trading members for
trades on WDM. The rate depends on the type of security and value of transactions.
The rate for central government securities ranges from 5 paise to 25 paise for every Rs. 100
of transactions. Similarly it ranges from 10 paise to 50 paise for state government securities.
It is 1% of the order value for debentures, securitised debt and commercial paper. Details are
as under:
Govt. Of India Securities and T-Bills

Order Value upto Rs.10 million 25 ps. per Rs.100
More than 10 million upto 50 million 15 ps. per Rs.100
More than 50 million upto 100 million 10 ps per Rs.100
More than 100 million 5 ps per Rs.100
State Govt. Securities & Institutional Bonds
Order Value upto Rs.2.5 million 50 ps. per Rs.100
More than 2.5 million upto 5 million 30 ps. per Rs.100
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PSU & Floating Rate Bonds
Order Value upto Rs.10 million 50 ps. per Rs.100
More than 10 million upto 50 million 25 ps. per Rs.100
Commercial paper and Debentures 1% of the order value
A trading member is required to pay transaction charges @ Rs. 0.25 per lakh of turnover
subject to maximum of Rs. 1 lakh per year. However, this has been waived at present for
trading members.
4.3.5 Clearing and Settlement
A fast, transparent and efficient clearing system constitutes the basic foundation of a well
developed secondary market in government securities. Dematerialised holding of government
securities in the form of Subsidiary General Ledger (SGL) was introduced to enable holding
of securities in an electronic book entry form by participants. The book entry form enhances
the transactional efficiency and mitigates risks associated with the physical movement of
securities by obviating the movement of physical movement of physical securities during
transfers. A dematerialization drive has also been undertaken to convert all physical holdings
of government securities into dematerialized form. Consequently, at present about 99 % of
government securities holdings (in value terms) are held in dematerialized form.
The Delivery versus Payments (DvP) system in India was operationalised in 1995 to synchronise
transfer of securities with cash payments, thereby eliminating settlement risk in securities
transactions. The Reserve Bank operates a government securities settlement system for
financial entities with SGL accounts in its Public Debt Offices through DvP System. Under
the current system, banks, financial institutions, insurance companies and PDs are allowed
to hold SGL accounts for securities and current accounts for cash. For these participants, the
settlement is done through the DvP system. Other participants such as corporates, mutual
funds, provident funds, co-operative banks and societies, and individuals, who are not allowed
to hold direct SGL accounts with the Reserve Bank, can operate via the constituents’ SGL
account maintained by SGL account holders. Detailed guidelines have been issued to ensure
that entities providing custodial services for their constituents employ appropriate accounting
practices and safeguards.
The DvP system, which was initially on the basis of gross settlement for both securities and
funds (DvP–I method), shifted to DvP-II method where settlement for securities was on a
gross basis but settlement of funds was on a net basis. Both funds and securities are settled
on a net basis (DvP-III method) since 2004. Each security is deliverable/ receivable on a net
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basis for a particular settlement cycle and securities are netted separately for SGL and CSGL
transactions. Netting of funds is done on a multilateral basis. These changes facilitated the
rollover of repurchase transactions and also sale of securities purchased during the same
settlement cycle without waiting for delivery. The DvP III has helped participants to manage
their interest rate risk more efficiently by enabling them to cover their positions on the day
of allotment in the auction. Net settlement of funds has also enhanced trading activity by
reducing the fund requirement (gross to net) during the settlement cycle.
All trades in government securities are reported to RBI-SGL for settlement. The trades are
settled on gross basis through the DvP III system, net settlement of securities and funds
simultaneously. Central government securities and T-bills are held as dematerialised entries
in the SGL of RBI. The PDO, which oversees the settlement of transactions through the
SGL, enables the transfer of securities from one participant to another. Transfer of funds is
effected by crediting/debiting the current account of the seller/buyer, maintained with the
RBI. Securities are transferred through credits/debits in the SGL account. In order to do this,
the SGL Form is filled by the seller, countersigned by the buyer, and sent to the RBI. The
buyer transfers funds towards payment. The SGL form contains transfer instruction for funds
and securities signed by both counter-parties and has to be submitted to RBI within one
working day after the date of signing the form. The SGL form provides details of the buyer
and the seller, the security, the clean price, accrued interest and details of credit in the current
account.
Most transactions in government securities are placed through brokers. Buyers and sellers
confirm transactions through phone and fax, after the deal is made. Brokers are usually paid
a commission of 0.50 paise per market lot (of Rs. 5 crore), for deals upto Rs. 20 crore. Larger
deals attract fixed commissions.
Gross settlement occasionally leads to gridlock in the DvP system due to shortfall of funds on
a gross basis in the current accounts of one or more SGL account holders, though sufficient
balance are available to settle on net basis. To take care of such unusual occurrences, the
scheme of special fund facility provides intra-day funds to banks and primary dealers against
un-drawn collateralised lending facility and liquidity support facility from RBI.
The CCIL was established on February 15, 2002 to act as the clearing house and as a central
counterparty through novation for transactions in government securities. The CCIL has 154
members participating in the securities settlement segment. The establishment of CCIL
has ensured guaranteed settlement of trades in government securities, thereby imparting
considerable stability to the markets. Through the multilateral netting arrangement, this
mechanism has reduced funding requirements from gross to net basis, thereby reducing
liquidity risk and greatly mitigating counterparty credit risk. The CCIL has been equipped
with the risk management system to limit the settlement risk. Operational guidelines were
issued to the CCIL in April 2003 for a limited purpose government securities lending scheme.
Accordingly, the CCIL has been permitted to enter into an arrangement with any of its
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members for borrowing government securities for the purpose of handling securities shortage
in settlement. All transactions in government securities concluded or reported on NDS as
well as transactions on the NDS-OM have to be necessarily settled through the CCIL. The net
obligations of members are arrived at by the CCIL for both funds and securities and then sent
to the Reserve Bank for settlement under the DvP mechanism.
As a step towards introducing the national settlement system (NSS) with the aim of settling
centrally the clearing positions of various clearing houses, the integration of the integrated
accounting system (IAS) with the real time gross settlement system (RTGS) was initiated
in August, 2006. This facilitates settlement of various CCIL-operated clearings (inter-bank
government securities, inter-bank foreign exchange, CBLO and National Financial Switch)
through multilateral net settlement batch (MNSB) mode in the RTGS in Mumbai. On stabilisation
of MNSB in Mumbai, settlements at other centres under the NSS would be taken up in a
phased manner.
The government securities market earlier followed both T+0 and T+1 settlement systems. In
order to provide participants with more processing time and facilitate better funds and risk
management, the settlement cycle for secondary market government securities transactions
has been standardised to T+1, effective May 11, 2005.
Constituent SGL Accounts
Subsidiary General Ledger (SGL) account is a facility provided by RBI to large banks and
financial institutions to hold their investments in government securities and T-bills in the
electronic book entry form. Such institutions can settle their trades for securities held in SGL
through a DvP mechanism, which ensures simultaneous movement of funds and securities. As
all investors in government securities do not have an access to the SGL accounting system,
RBI has permitted such investors to open a gilt with any entity authorized by RBI for this
purpose and thus avail of the DvP settlement. RBI has permitted NSCCL, NSDL, CDSL, SHCIL,
banks, and PDs to offer constituent SGL account facility to an investor who is interested in
participating in the government securities market. The facilities offered by the constituent
SGL accounts are dematerialisation, re-materialisation, buying and selling of transactions,
corporate actions, and subscription to primary market issues. All entities regulated by RBI
[including FIs, PDs, cooperative banks, RRBs, local area banks, NBFCs] should necessarily
hold their investments in government securities in either SGL (with RBI) or CSGL account.
Clearing Corporation of India Limited
The Clearing Corporation of India Limited (CCIL), promoted by the banks and financial
institutions, was incorporated in April 2001 to support and facilitate clearing and settlement
of trades in government securities (and also trades in forex and money markets).
CCIL commenced its operations with settlement of secondary market transactions in Government
securities sans novation, under DVP II mode, but in two months time it moved to extend
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Guaranteed Settlement as a central counter party. When CCIL initially commenced operations
it was given the mandate to facilitate settlement of all Repo and outright transactions upto
Rs.200 million. Though settlement through CIIL of outright transactions beyond 200 million was
not mandatory, around 65 % of such trades were settled by CCIL. However, with effect from
April 2003, it was made mandatory for all trades reported on the NDS to be settled through
CCIL, irrespective of the value. CCIL switched over to the DVP III mode settlement since April
2, 2004. Currently about 94% of the trades are settled through CCIL while remaining are
generally trades where RBI is the counterparty and trades between custodian and its own GILT
account holder which are directly settled at RBI. CCIL undertakes the clearing and settlement
of all outright as well as repo transactions reported by members in the NDS and flow to CCIL
for settlement. The final settlement of all transactions relating to government securities takes
place in the books of RBI at their Public Debt Office/ Deposits Account Department, Mumbai.
The settlement is achieved in DVP III mode viz. both funds and securities are settled on net
basis. CCIL guarantees settlement of trade and is the central counter-party to every trade.
The inception of guaranteed clearing and settlement of government securities has brought
about significant improvements in the efficiency, transparency, liquidity and risk management/
measurement practices in the market.
CCIL has developed an anonymous trading platform, NDS-OM in August 2005 for the RBI
to facilitate transparent and efficient trading in the government securities market. The key
features of this system like its order matching on time-priority basis for dated securities,
anonymity, real time information dissemination leading to better price discovery and straight
through processing (STP) linkages to CCIL settlement system etc. has resulted in a significant
shift in the trading patterns in the gilts market from being an opaque telephone driven system
to an anonymous an transparent one. Initially, limited to banks and primary dealers, the
gradual extension of trading in this platform to other NDS members like insurance companies,
mutual funds and non-NDS members like provident funds, port trusts etc. has ensured that
trading in the government securities market has become transparent for the participants.
Trading in T-bills and when issued securities was facilitated on this platform with effect from
July 31, 2006.
The members pay one-time membership fees of Rs. 1 lakh. In addition, they pay the fees for
different services as under:
Sr. No. Particulars Charges

1 Securities Settlement Rs.150 per crore of face value, Minimum Rs.25/-
(Outright) Maximum Rs.5,000/- per Trade.
2 Treasury Bills Settlement Rs.75 per crore of face value, Minimum Rs.25/-
(Outright) Maximum Rs.5,000/- per Trade
3 Settlement of Repo Rs. 15/- per crore of face value for repo trades
Trades subject to Minimum of Rs. 15/- and Maximum of
Rs. 1,500/- for each leg.
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Sr. No. Particulars Charges
4 Clearcorp Transaction Rs. 5/- per crore of face value per deal per member
Charges CBLO (AUTION subject to Minimum of Rs. 5/-- and Maximum
MARKET) of Rs. 500/- per deal.
5 Clearcorp Transaction Rs. 5/- per crore of face value per deal per member
Charges CBLO (NORMAL subject to Minimum of Rs. 5/-- and Maximum
MARKET) of Rs. 500/- per trade.
6 CBLO Transaction Charges Rs. 10/- per crore of face value per deal per
CBLO (AUCTION MARKET) Member subject to minimum of Rs. 10/- and
a maximum of Rs.1,000/- per deal for each
member to be charged at the time of initial
borrowings and lending.
7 CBLO Transaction Charges Rs. 10/- per crore of face value per deal per
CBLO (NORMAL MARKET) member subject to Minimum of Rs.10/- and a
Maximum of Rs1,000/- per deal.
8 Settlement of Forex Rs.100/- per traded accepted for settlement.
transactions
9 Settlement of CLS CLS Charges plus 75 cents.
transactions
10 Delayed payment of 5 basis point per day on the amount of
Transaction Charges and Charges
System Usage Charges-
For Securities and Forex
Transactions (if payment
is made after 10th of a
calendar month.)
Members conclude trades, on-line, on the NDS platform, via the INFINET network, a secure
closed-user group (CUG) hybrid network consisting of VSATs and leased lines. After trades
have been concluded on the NDS, details are forwarded to the CCIL system, via INFINET,
for settlement. All Repo deals by NDS members irrespective of amount are settled through
CCIL.
CCIL has in place a comprehensive risk management system. It encompasses strict admission
norms, measures for risk mitigation (in the form of exposure limit, settlement Guarantee
Fund, liquidity arrangements, continuous position monitoring and loss allocation procedure)
penalties in case of default etc. Each member contributes collaterals (partly in cash and partly
in acceptable securities) to a Settlement Guarantee Fund (SGF), against which CCIL avails
of a line of credit from a bank(s) so as to be able to complete settlement in case a situation
of shortage resulting from a member’s default is experienced. The price risk (on account of
securities held by CCIL pending settlement of trades and transfer of ownership to the respective
members) is mitigated by stipulating that members contribute additional collaterals in the form
of Initial and Mark-to-Market (MTM) Margins. Securities contributed by, and standing to the
credit of, members (their “SGF Contribution”) are marked to market at fortnightly intervals,
and calls for additional collateral made if needed. In case of funds shortages, CCIL completes
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settlement by utilizing the cash component of the concerned member’s contribution to SGF
and/or the lines of credit available to CCIL from banks and/or by entering into a reverse
repo transaction with market participants. In case of securities shortages, CCIL arranges to
complete settlement by transferring the security/ securities to the member concerned, either
from its Settlement Guarantee Fund SGL Account or from its own Proprietary SGL Account at
RBI, or by paying a cash compensation in lieu thereof, to the member to whom the security
was to be delivered. The rupee funds payable to the defaulting member are withheld, and the
securities utilised in completing settlement replenished the next day. The defaulting member
has to pay a penalty for defaulting on its obligations and bear any other costs incurred by CCIL
in meeting the default situation.
4.3.6 Retail Debt Market
With a view to encouraging wider participation of all classes of investors across the country
(including retail investors) in government securities, the Government, RBI and SEBI have
introduced trading in government securities for retail investors. Trading in this retail debt
market segment (RDM) on NSE has been introduced w.e.f. January 16, 2003.
RDM Trading:
Trading takes place in the existing Capital Market segment of the Exchange and in the same
manner in which the trading takes place in the equities (Capital Market) segment. The
RETDEBT Market facility on the NEAT system of Capital Market Segment is used for entering
transactions in RDM session. The trading holidays and market timings of the RDM segment
are the same as the Equities segment.
Trading Parameters: The trading parameters for RDM segment are as below:
Face Value Rs. 100/-

Permitted Lot Size 10
Tick Size Rs. 0.01
Operating Range +/- 5%
Mkt. Type Indicator D (RETDEBT)
Book Type RD
Trading in Retail Debt Market is permitted under Rolling Settlement, where in each trading
day is considered as a trading period and trades executed during the day are settled based
on the net obligations for the day. Settlement is on a T+2 basis i.e. on the 2nd working day.
For arriving at the settlement day all intervening holidays, which include bank holidays, NSE
holidays, Saturdays and Sundays are excluded. Typically trades taking place on Monday are
settled on Wednesday, Tuesday’s trades settled on Thursday and so on.
Eligibility: Trading Members who are registered members of NSE in the Capital Market segment
and Wholesale Debt Market segment are allowed to trade in Retail Debt Market (RDM) subject
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to fulfilling the capital adequacy norms. Trading Members with membership in Wholesale
Debt Market segment only, can participate in RDM on submission of a letter in the prescribed
format.
RDM Clearing & Settlement:
National Securities Clearing Corporation Limited (NSCCL) is the clearing and settlement
agency for all deals executed in Retail Debt Market.
Salient features of Clearing and Settlement in Retail Debt Market segment:
• Clearing and settlement of all trades in the Retail Debt Market shall be subject to the
Bye Laws, Rules and Regulations of the Capital Market Segment and such regulations,
circulars and requirements etc. as may be brought into force from time to time in
respect of clearing and settlement of trading in Retail Debt Market (Government
securities).
• Settlement in Retail Debt Market is on T + 2 Rolling basis viz. on the 2nd working
day. For arriving at the settlement day all intervening holidays, which include bank
holidays, NSE holidays, Saturdays and Sundays are excluded. Typically trades taking
place on Monday are settled on Wednesday, Tuesday’s trades settled on Thursday and
so on.
• Clearing and settlement would be based on netting of the trades in a day.
• NSCCL shall compute member obligations and make available reports/data by T+1.
The obligations shall be computed separately for this market from the obligations of
the equity market.
• The settlement schedule for the Retail Debt Market (Government Securities)
Day Description
T Trade Date
T+1 (03:30 p.m.) Custodial Confirmation
T + 2 (11.00 a.m.) Securities & Funds pay-in
T+2 Securities & Funds pay-out
• Funds settlement and securities settlement are through the existing clearing banks
and depositories of NSCCL, in a manner similar to the Capital Market segment. The
existing clearing bank accounts shall be used for funds settlement.
• The existing CM pool account with the depositories that is currently operated for the
CM segment, will be utilized for the purpose of settlements of securities.
• In case of short deliveries, unsettled positions shall be closed out. The close out would
be done at Zero Coupon Yield Curve valuation for prices plus a 5% penalty factor. The
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buyer shall be eligible for the highest traded price from the trade date to the date of
close out or closing price of the security on the close out date plus interest calculated
at the rate of overnight FIMMDA-NSE MIBOR for the close out date whichever is
higher and the balance should be credited to the Investor Protection Fund.
• The penal actions and penalty point is similar to as in Capital Markets
RDM Risk Management:
Base Capital & Networth Requirements
• Clearing members of Capital Market and Trading members of the WDM segment of
the Exchange will be allowed to participate in clearing and settlement of trades done
in Government securities, subject to a minimum net worth of Rs.1 crore.
• An initial contribution to the Settlement Guarantee Fund (SGF) of this market by

way of interest free security deposit (IFSD) of Rs.5 lakh is required to be kept with
NSCCL. A member desirous of participating in this segment may opt to set aside a
contribution of Rs.5 lakh from his additional base capital available on the Capital
Market segment and / or Futures & Options segment (s) towards this IFSD.
Margins & Gross Exposure Limits
• Mark to market margins will be applicable on all-open positions in government

securities and shall be calculated on the basis of ZCYC prices. This margin shall be
payable on T + 1 day.
• Custodial trades on behalf of Provident Funds transacting through the SGL-II accounts
shall be eligible for margin exemption.
• The gross exposure in respect of these securities shall not exceed 20 times of the
IFSD. Any member desirous of a higher exposure will be required to bring in additional
base capital as in Capital Market segment.
4.3.7 Interest Rate Derivatives
Deregulation of interest rate exposed market participants to a wide variety of risks. To manage
and control these risks and to deepen money market, scheduled commercial banks, primary
dealers and all India financial institutions have been permitted to undertake forward rate
agreements (FRAs) and interest rate swaps (IRSs).
A FRA is a financial contract between two parties to exchange interest payments for a ‘notional
principal’ amount on settlement date, for a specified period from start date to maturity date.
Accordingly, on the settlement date, based on contract (fixed) and the settlement rate, cash
payments are made by the parties to one another. The settlement rate is the agreed bench-
mark/ reference rate prevailing on the settlement date.
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An IRS is a financial contract between two parties exchanging or swapping a stream of interest
payments for a ‘notional principal’ amount on multiple occasions during a specified period.
Such contracts generally involve exchange of a ‘fixed to floating’ rates of interest. Accordingly,
on each payment date–that occurs during the swap period–cash payments based on fixed/
floating and floating rates, are made by the parties to one another. FRAs/IRSs provide means
for hedging the interest rate risk arising on account of lendings or borrowings made at fixed/
variable interest rates.
Scheduled commercial banks (excluding Regional Rural Banks), primary dealers (PDs) and
all-India financial institutions (FIs) undertake FRAs/ IRSs as a product for their own balance
sheet management or for market making. Banks/FIs/PDS offer these products to corporates
for hedging their (corporates) own balance sheet exposures.
Banks / PDS/ FIs can undertake different types of plain vanilla FRAs/ IRS. Swaps having
explicit/implicit option features such as caps/floors/collars are not permitted. The parties
are free to use any domestic money or debt market rate as benchmark rate for entering
into FRAs/ IRS, provided methodology of computing the rate is objective, transparent and
mutually acceptable to counterparties. The interest rates implied in the foreign exchange
forward market can also used as a benchmark for undertaking FRAs/IRSs. There are no
restrictions on the minimum or maximum size of ‘notional principal’ amounts of FRAs/ IRSs.
There are also no restrictions on the minimum or maximum tenor of the FRAs/ IRSs.
4.3.8 Zero Coupon Yield Curve
The ‘zero coupon yield curve’ (ZCYC) starts from the basic premise of ‘time value of money’–
that a given amount of money due today has a value different from the same amount due at a
future point of time. An individual willing to part with his money today has to be compensated
in terms of a higher amount due in future – in other words, he has to be paid a rate of interest
on the principal amount. The rate of interest to be paid would vary with the time period that
elapses between today (when the principal amount is being foregone) and the future point
of time (at which the amount is repaid). At any point of time therefore, we would observe
different spot rates of interest associated with different terms to maturity; longer maturity
offering a ‘term spread’ relative to shorter maturity. The term structure of interest rates, or
ZCYC, is the set of such spot interest rates. This is the principal factor underlying the valuation
of most fixed income instruments.
Fixed income instruments can be categorized by type of payments. Most fixed income
instruments pay to the holder a periodic interest payment, commonly known as the coupon,
and an amount due at maturity, the redemption value. There exist some instruments that
do not make periodic interest payments; the principal amount together with the entire
outstanding amount of interest on the instrument is paid as a lump sum amount at maturity.
These instruments are also known as ‘zero coupon’ instruments (Treasury Bills provide an
example of such an instrument). These are sold at a discount to the redemption value, the
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discounted value being determined by the interest rate payable (yield) on the instrument.
Keeping in mind the requirements of the banking industry, financial institutions, mutual
funds, insurance companies, etc. that have substantial investment in sovereign papers, NSE
disseminates a ‘Zero Coupon Yield Curve’ (NSE Zero Curve) to help in valuation of securities
across all maturities irrespective of its liquidity in the market. This product has been developed
by using Nelson-Siegel model to estimate the term structure of interest rate at any given
point of time. The spot rate function may be specified as follows:
where ‘m’ denotes related maturity for the cash flows in a bond and ‘b’ =[ß0, ß1, ß2 and tau]
are parameters to be estimated. Here ß0 is the level parameter and commonly interpreted as
long term (long term in mathematical sense – approaching infinity) rate, ß1 is slope parameter,
ß2 is curvature parameter and tau ( τ ) is scale parameter while (ß0 + ß1) gives the short term
rate. Alternatively it can also be said that ß0 is the contribution of long term component, ß1
is the contribution of short term component, ß2 indicates the contribution of medium term
component, tau is the decay factor and ß2 & tau determine the shape of the curve.
The appeal of the NS functional form lies in its flexibility to cover the entire range of possible
shapes that the ZCYC can take, depending on the value of the estimated parameters. Once
the functional form is specified and the parameter values are generated [ β 0 , β 1 , β 2 and
τ ], these values are used to calculate the spot rates for any term greater than 0 using
the above equation. These spot rates are used to calculate the present value (commonly
known as the estimated price or model price) of the cash flows and combine them to get the
value of the bond. The present value arrived at is the estimated price (p_est) for each bond.
These estimated values now can be compared with the observed market prices. It is common
to observe market prices (pmkt) that deviate from this value. But the objective of a good
estimation is to reduce the difference between the observed market prices and the estimated
prices.
Illustration:
Given the following ZCYC Parameters for the settlement date March 15, 2003 as β 0 = 7.7103;
β1 = 0.5398; β 2 = 3.2907 and Tau ( τ ) = 4.1902, what is the Model price of a security with
semi-annual coupon of 6.25 %, maturing on March 23, 2004?
Explanation: Since half yearly coupon payment is Rs 6.25, on maturity date we receive Rs
106.25. [Redemption value (Rs.100) + half yearly coupon (Rs.6.25)]
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Coupon Coupon Rate Distance in Appropriate Present Value
date years from Zcyc spot rates
Settlement date
(A) (m) (C) A / ( 1+ (C/200)
^ (m*2)
23-Mar-03 6.25 0.02 7.1633329 6.2404
23-Sep-03 6.25 0.53 7.0129545 6.0274
23-Mar-04 106.25 1.02 6.8890368 99.1262
ZCYC Model Price: 111.394062
In the above table, appropriate Zcyc spot rates, using NS model (the above formula), are
calculated as follows:
Term Appropriate Zcyc Spot rates Using N-S Model

0.02 7.7103+ (( -0.5398 + -3.2907) * ( 1-Exp(-0.02 / 4.1902))/((0.02 / 4.1902))
- 3.2907 * Exp ( -0.02 / 4.1902 ) = 7.1633329
0.53 7.7103+ (( -0.5398 + -3.2907) * ( 1-Exp(-0.53 / 4.1902))/((0.53 / 4.1902))
-3.2907 * Exp ( -0.53 / 4.1902 ) = 7.0129545
1.02 7.7103+ (( -0.5398 + -3.2907) * ( 1-Exp(-1.02 / 4.1902))/((1.02 / 4.1902))
-3.2907 * Exp ( -1.02 / 4.1902 ) = 6.8890368
The ZCYC is estimated and has been successfully tested by using daily WDM trades data. This
is being disseminated daily. The ZCYC depicts the relationship between interest rates in the
economy and the associated term to maturity. It provides daily estimates of the term structure
of interest rates using information on secondary market trades in government securities from
the WDM segment. The term structure forms the basis for the valuation of all fixed income
instruments. Modeled as a series of cash flows due at different points of time in the future,
the underlying price of such an instrument is calculated as the net present value of the stream
of cash flows. Each cash flow, in such a formulation, is discounted using the interest rate for
the associated term to maturity; the appropriate rates are read off the estimated ZCYC. Once
estimated, the interest rate-maturity mapping is used to compute underlying valuations even
for securities that do not trade on a given day. Changes in the economy cause shifts in the
term structure, changing the underlying valuations of fixed income instruments. The daily
ZCYC captures these changes, and is used to track the value of portfolios of government
securities on a day-to-day basis.
4.3.9 FIMMDA-NSE MIBID/MIBOR
NSE has been computing and disseminating the NSE Mumbai Inter-bank Bid Rate (MIBID)
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and NSE Mumbai Inter-bank Offer Rate (MIBOR) for the overnight money market from June
15, 1998, the 14-day MIBID/MIBOR from November 10, 1998 and the 1 month and 3 month
MIBID/MIBOR from December 1, 1998. Further, the exchange introduced a 3 Day FIMMDA-
NSE MIBID-MIBOR on all Fridays with effect from June 6, 2008.
In view of the robust methodology of computation of these rates and their extensive use
by market participants, these have been co-branded with Fixed Income and Money Market
Derivatives Association (FIMMDA) from March 4, 2002. These are now known as FIMMDA-NSE
MIBID/MIBOR from March 4, 2002. These rates are used as benchmarks for majority of deals
struck for interest rate swaps, forward rate agreements, floating rate debentures and term
deposits.
FIMMDA-NSE MIBID/MIBOR are based on rates polled by NSE from a representative panel
of 33 banks/institutions/primary dealers. Currently, quotes are polled and processed daily
by the Exchange at 0940 (IST) for overnight rate, at 1130 (IST) for the 14 day, 1 month
and 3 month rates and 0940 (IST) for 3 Day rate as on the last working day of the week.
The rates polled are then processed using the bootstrap method to arrive at an efficient
estimate of the reference rates. The overnight rates are disseminated daily and 3 Day rate
are disseminated on the last working day of the week to the market at about 0955 (IST) and
the 14 day, 1 month and 3 month rates at about 1145 (IST).Overnight Rates for Saturdays
is calculated and disseminated at 1030Hrs. These are broadcast through NEAT-WDM trading
system immediately on release and also disseminated through website of NSE and FIMMDA
and through email.
4.3.10 NSE-VaR System
NSE has developed a Value-at-Risk (VaR) system for measuring the market risk inherent in
Government of India (GOI) securities. NSE-VaR system builds on the NSE database of daily
yield curves-the NSE-ZCYC which is now well accepted in terms of its conceptual soundness
and empirical performance, and is increasingly being used by market participants as a basis for
valuation of fixed income instruments. The NSE-VaR system provides measures of VaR using
5 alternative methods (normal (variance-covariance), weighted normal, historical simulation,
weighted historical simulation and extreme value theory). Together, these 5 methods provide
a range of options for market participants to choose from.
NSE-VaR system releases daily estimates of security-wise VaR at 1-day and multi-day horizons
for securities traded on WDM segment of NSE and all outstanding GOI securities with effect
from January 1, 2002. Participants can compute their portfolio risk as weighted average of
security-wise VaRs, the weights being proportionate to the market value of a given security
in their portfolio.
4.3.11 Bond Index
While there exists an array of indices for the equity market, a well-constructed and widely
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accepted bond index is conspicuous by its absence. There are a few additional difficulties in
construction and maintenance of debt indices. First, on account of the fixed maturity of bonds
vis-à-vis the perpetuity of equity, the universe of bonds changes frequently (new issues come
in while existing issues are redeemed). Secondly, while market prices for the constituents of
an equity index are normally available on all trading days over a long period of time, market
prices of constituent bonds in a bond index, irrespective of the selection criteria used, may
not be available daily. This is on account of the fact that the liquidity of a security varies over
its lifetime and, in addition, can witness significant fluctuations over a short period of time.
However, market participants need an index to compare their performance with as well as the
performance of different classes of assets.
NSE Government Securities Index
The increased activity in the government securities market in India and simultaneous emergence
of mutual (gilt) funds has given rise to the need for a well-defined Bond Index to measure
returns in the bond market. The NSE-Government Securities Index prices components off
the NSE Benchmark ZCYC, so that movements reflect returns to an investor on account of
change in interest rates only, and not those arising on account of the impact of idiosyncratic
factors. The index is available from January 1, 1997. The index would provide a benchmark
for portfolio management by various investment managers and gilt funds. It could also form
the basis for designing index funds and for derivative products such as options and futures.
Salient features of the Index:
• The base date for the index is 1st January 1997 and the base date index value is
100
• The index is calculated on a daily basis from 1st January 1997 onwards; weekends
and holidays are ignored.
• The index uses all Government of India bonds issued after April 1992. These
were issued on the basis of an auction mechanism that imparted some amount of
market-relatedness to their pricing. Bonds issued prior to 1992 were on the basis of
administered interest rates.
• Each day, the prices for all these bonds are estimated off the NSE Benchmark-ZCYC
for the day.
• The constituents are weighted by their market capitalisation.
• Computations are based on arithmetic and not geometric calculations.
• The index uses a chain-link methodology i.e. today's values are based on the previous
value times the change since the previous calculations. This gives the index the ability
to add new issues and also remove old issues when redeemed.
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• Coupons and redemption payments are assumed to be re-invested back into the
index in proportion to the constituent weights.
• Both the Total Returns Index and the Principal Returns Index are computed.
• The indices provided are: Composite, 1-3, 3-8, 8+ years, TB index, GS index
MODEL QUESTIONS
Ques:1 Calculate the ZCYC Spot rate for 2 Year maturity when β0=5.1596, β1= -0.3615,
β2=4.5209, =13.1202?
(a) 5.135786 (b) 5.127548
(c) 5.142458 (d) 5.139978
Correct Answer: (a)
Solution:
Using the formula: R (m, b) = β0+ (β 1+ β2)*{1-exp (-m/ )}/ (m/ ) - β2*exp (-m/ ) we get:
5.1596+((-0.3615+4.5209)*(1-EXP(-2/13.202))/((2/13.202))-4.5209*EXP (-2/13.202)) =
5.135786
Ques:2 Which instruments constitute the major portion of trades in secondary market of the
debt segment?
(a) Dated Central Government securities.
(b) Treasury Bills
(c) Debentures
(d) Commercial Papers.
Correct Answer: (a)
Ques:3 What is the maximum % allocated to non-competitive bidders in Government securities

auction?
(a) 10% (b) 15%
(c) 5 % (d) 20%
Correct Answer: (c)
Ques:4 What are the various types of Government securities?

(a) Only Fixed coupon Bonds & Floating rate Bonds.
(b) Only Floating rate Bonds & Zero Coupon Bonds.
(c) Only zero Coupon Bonds & Securities with embedded Derivatives
(d) Fixed coupon Bonds, Floating rate Bonds, Zero Coupon Bonds & Securities with
embedded Derivatives
Correct Answer: (d)
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Ques:5 What is the settlement period allowed for Government Securities?
(a) T+0 & T+3 (b) T+1 & T+3
(b) T+2 & T+3 (d) T+1
Correct Answer: (d)
Ques:6 Presently which of the following T-bills is traded in the market?
(a) 91 Days, 182 and 364 Days T-Bill
(b) 14 Days & 364 Days T-Bill
(c) 182 Days & 364 Days T-Bill
(d) 14 Days & 91 Days T-bill

Correct Answer: (a)
Ques:7 When are the FIMMDA-NSE MIBID/MIBOR rates polled daily by NSE-WDM?
(a) At 9.30 am & 11.30 am (b) At 9.40 am & 11.40 am
(c) At 9.50 am & 11.30 am (d) At 9.40 am & 11.30 am
Correct Answer: (d)
Ques:8. Which are the instruments used to calculate ZCYC?

(a) Only Central Government Securities.
(b) Only T-Bill
(c) Both T-bill & Central Government Securities.
(d) Corporate Debentures ,CD & CP
Correct Answer: (c)
Ques:9 What are the various securities on which Repo trades are allowed by RBI?
(a) Only Central Government Securities.
(b) Only Treasury Bills
(c) Only Central Government Securities & Treasury bills
(d) Central Government securities, Treasury Bills & State Government securities
(e) Central Government Securities, Treasury bills & corporate debts.
Correct Answer: (d)
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CHAPTER 5: DERIVATIVES MARKET
5.1 DERIVATIVES
5.1.1 Introduction
Derivative is a product whose value is derived from the value of one or more basic variables,
called bases (underlying asset, index or reference rate), in a contractual manner. The underlying
asset can be equity, forex, commodity or any other asset. For example, wheat farmers may
wish to sell their harvest at a future date to eliminate the risk of a change in prices by that
date. Such a transaction is an example of a derivative. The price of this derivative is driven by
the spot price of wheat which is the ‘underlying’.
The International Monetary Fund defines derivatives as “financial instruments that are linked
to a specific financial instrument or indicator or commodity and through which specific financial
risks can be traded in financial markets in their own right. The value of a financial derivative
derives from the price of an underlying item, such as an asset or index. Unlike debt securities,
no principal is advanced to be repaid and no investment income accrues”.
The emergence of the market for derivative products, most notably forwards, futures and
options, can be traced back to the willingness of risk-averse economic agents to guard
themselves against uncertainties arising out of fluctuations in asset prices. By their very
nature, the financial markets are marked by a very high degree of volatility. Through the use
of derivative products, it is possible to partially or fully transfer price risks by locking–in asset
prices. As instruments of risk management, these generally do not influence the fluctuations in
the underlying asset prices. However, by locking-in asset prices, derivative products minimise
the impact of fluctuations in asset prices on the profitability and cash flow situation of risk-
averse investors.
Derivative products initially emerged as hedging devices against fluctuations in commodity

prices and commodity-linked derivatives remained the sole form of such products for almost
three hundred years. The financial derivatives came into spotlight in post-1970 period
due to growing instability in the financial markets. However, since their emergence, these
products have become very popular and by 1990s, they accounted for about two-thirds of
total transactions in derivative products. In recent years, the market for financial derivatives
has grown tremendously both in terms of variety of instruments available, their complexity
and also turnover. The factors generally attributed as the major driving force behind growth
of financial derivatives are (a) increased volatility in asset prices in financial markets, (b)
increased integration of national financial markets with the international markets, (c) marked
improvement in communication facilities and sharp decline in their costs, (d) development
of more sophisticated risk management tools, providing economic agents a wider choice of
risk management strategies, and (e) innovations in the derivatives markets, which optimally
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combine the risks and returns over a large number of financial assets, leading to higher
returns, reduced risk as well as transaction costs as compared to individual financial assets.
In the class of equity derivatives, futures and options on stock indices have gained more
popularity than on individual stocks, especially among institutional investors, who are major
users of index-linked derivatives. Even small investors find these useful due to high correlation
of the popular indices with various portfolios and ease of use. The lower costs associated with
index derivatives vis-à-vis derivative products based on individual securities is another reason
for their growing use.
5.1.2 Products, participants and functions
Derivative contracts have several variants. The most common variants are forwards, futures,
options and swaps. The following three broad categories of participants hedgers, speculators,
and arbitrageurs trade in the derivatives market.
• Hedgers face risk associated with the price of an asset. They use futures or options
markets to reduce or eliminate this risk.
• Speculators wish to bet on future movements in the price of an asset. Futures and
options contracts can give them an extra leverage; that is, they can increase both the
potential gains and potential losses in a speculative venture.
• Arbitrageurs are in business to take advantage of a discrepancy between prices in two

different markets. If, for example, they see the futures price of an asset getting out of
line with the cash price, they will take offsetting positions in the two markets to lock
in a profit.
The derivatives market performs a number of economic functions. First, prices in an organised
derivatives market reflect the perception of market participants about the future and lead the
prices of underlying to the perceived future level. The prices of derivatives converge with the
prices of the underlying at the expiration of the derivative contract. Thus, derivatives help in
discovery of future as well as current prices. Second, the derivatives market helps to transfer
risks from those who have them but may not like them to those who have an appetite for them.
Third, derivatives, due to their inherent nature, are linked to the underlying cash markets.
With the introduction of derivatives, the underlying market witnesses higher trading volumes
because of participation by more players who would not otherwise participate for lack of an
arrangement to transfer risk. Fourth, speculative trades shift to a more controlled environment
of derivatives market. In the absence of an organised derivatives market, speculators trade
in the underlying cash markets. Margining, monitoring and surveillance of the activities of
various participants become extremely difficult in these kinds of mixed markets. Fifth, an
important incidental benefit that flows from derivatives trading is that it acts as a catalyst
for new entrepreneurial activity. The derivatives have a history of attracting many bright,
creative, well-educated people with an entrepreneurial attitude. They often energise others
to create new businesses, new products and new employment opportunities, the benefit of
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which are immense. Finally, derivatives markets help increase savings and investment in the
long run. Transfer of risk enables market participants to expand their volume of activity.
5.1.3 Types of Derivatives
The most commonly used derivatives contracts are forwards, futures and options which we
shall discuss in detail later. Here we take a brief look at various derivatives contracts that have
come to be used.
Forwards: A forward contract is a customised contract between two entities, where settlement
takes place on a specific date in the future at today’s pre-agreed price.
Futures: A futures contract is an agreement between two parties to buy or sell an asset at
a certain time in the future at a certain price. Futures contracts are special types of forward
contracts in the sense that the former are standardised exchange-traded contracts.
Options: Options are of two types – calls and puts. Calls give the buyer the right but not the
obligation to buy a given quantity of the underlying asset, at a given price on or before a given
future date. Puts give the buyer the right, but not the obligation to sell a given quantity of the
underlying asset at a given price on or before a given date.
Warrants: Options generally have lives of upto one year, the majority of options traded
on options exchanges having maximum maturity of nine months. Longer-dated options are
called warrants and are generally traded over-the-counter.
LEAPS: The acronym LEAPS means Long Term Equity Anticipation Securities. These are
options having a maturity of upto three years.
Baskets: Basket options are options on portfolios of underlying assets. The underlying asset
is usually a moving average or a basket of assets. Equity index options are a form of basket
options.
Swaps: Swaps are private agreements between two parties to exchange cash flows in the
future according to a prearranged formula. They can be regarded as portfolios of forward
contracts. The two commonly used swaps are:
• Interest rate swaps: These entail swapping only the interest related cash flows
between the parties in the same currency
• Currency Swaps: These entail swapping both principal and interest between the
parties, with the cash flows in one direction being in a different currency than those
in the opposite direction.
Swaptions: Swaptions are options to buy or sell a swap that will become operative at the
expiry of the options. Thus, swaptions is an option on a forward swap. Rather than have
calls and puts, the swaptions market has receiver swaptions and payer swaptions A receiver
swaption is an option to receive fixed and pay floating. A payer swaption is an option to pay
fixed and receive floating.
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5.1.4 Derivatives Market in India
The first step towards introduction of derivatives trading in India was the promulgation of the
Securities Laws (Amendment) Ordinance, 1995, which withdrew the prohibition on options in
securities. The market for derivatives, however, did not take off, as there was no regulatory
framework to govern trading of derivatives. SEBI set up a 24-member committee under the
Chairmanship of Dr. L. C. Gupta on November 18, 1996 to develop appropriate regulatory
framework for derivatives trading in India. The committee submitted its report on March 17,
1998 prescribing necessary pre-conditions for introduction of derivatives trading in India. The
committee recommended that derivatives should be declared as ‘securities’ so that regulatory
framework applicable to trading of ‘securities’ could also govern trading of securities. SEBI
also set up a group in June 1998 under the chairmanship of Prof. J. R. Varma, to recommend
measures for risk containment in derivatives market in India. The report, which was submitted
in October 1998, worked out the operational details of margining system, methodology for
charging initial margins, broker net worth, deposit requirement and real-time monitoring
requirements.
The SCRA was amended in December 1999 to include derivatives within the ambit of
‘securities’ and the regulatory framework was developed for governing derivatives trading.
The act also made it clear that derivatives shall be legal and valid only if such contracts are
traded on a recognised stock exchange, thus precluding OTC derivatives. The government
also rescinded in March 2000, the three-decade old notification, which prohibited forward
trading in securities.
Derivatives trading commenced in India in June 2000 after SEBI granted the final approval
to this effect in May 2000. SEBI permitted the derivatives segments of two stock exchanges
NSE and BSE, and their clearing house/ corporation to commence trading and settlement
in approved derivatives contracts. To begin with, SEBI approved trading in index futures
contracts based on S&P CNX Nifty and BSE-30 (Sensex) index. This was followed by approval
for trading in options which commenced in June 2001 and the trading in options on individual
securities commenced in July 2001. Futures contracts on individual stocks were launched in
November 2001. Futures and Options contracts on individual securities are available on more
than 200 securities. Trading and settlement in derivative contracts is done in accordance with
the rules, byelaws, and regulations of the respective exchanges and their clearing house/
corporation duly approved by SEBI and notified in the official gazette.
5.1.5 Membership of NSE
NSE admits members on its derivatives segment (more popularly referred to as F&O segment)
in accordance with the rules and regulations of the Exchange and the norms specified by SEBI.
NSE follows 2-tier membership structure stipulated by SEBI to enable wider participation.
Those interested in taking membership on F&O segment are required to take membership
of ‘CM and F&O segment’ or ‘CM, WDM and F&O segment’. Trading and clearing members
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are admitted separately. Essentially, a clearing member (CM) does clearing for all his trading
members (TMs), undertakes risk management and performs actual settlement. The eligibility
criteria for membership on F&O segment are summarised in tables 5.1 and 5.2. The trading
members are required to have qualified users and sales persons, who have passed a certification
programme approved by SEBI.
Refer to chapter 3 for further details about eligibility criteria of the membership.
Table 5.1: Eligibility Criteria for Membership on F&O Segment of NSE
Particulars New Members

CM and F&O CM, WDM and F&O
Segment Segment
Net Worth1 Rs. 100 lakh Rs. 200 lakh
2
Interest Free Security Deposit (IFSD) Rs. 125 lakh Rs. 275 lakh
Collateral Security Deposit (CSD)2 Rs. 25 lakh Rs. 25 lakh
Annual Subscription Rs. 1 lakh Rs. 2 lakh
Note: (1) No additional networth is required for self-clearing members in F&O segment. However, networth of Rs.
300 lakh is required for members clearing for self as well as for other trading member.
(2) Additional Rs. 25 lakh is required for clearing membership. In addition, the clearing member is required
to bring in IFSD of Rs. 2 lakh and CSD of Rs. 8 lakh per trading member in the F&O segment.
Table 5.2: Requirements for Professional Clearing Membership

(Amount in Rs. lakh)
Particulars CM Segment F&O Segment

Eligibility Trading Member of NSE/SEBI Registered
Custodians/Recognised Banks
Net Worth 300 300
Interest Free Security Deposit (IFSD) * 25 25
Collateral Security Deposit (CSD) 25 25
Annual Subscription 2.5 Nil

* The Professional Clearing Member (PCM) is required to bring in IFSD of Rs. 2 lakh and CSD of Rs. 8 lakh per trading
member whose trades he undertakes to clear in the F&O segment and IFSD of Rs. 6 lakh and CSD of Rs. 17.5 lakh
(Rs. 9 lakh and Rs. 25 lakh respectively for corporate Members) per trading member in the CM segment.
5.2 Futures and Options

In recent years, derivatives have become increasingly important in the field of finance. While
futures and options are now actively traded on many exchanges, forward contracts are popular
on the OTC market.
5.2.1 Forward Contract
A forward contract is an agreement to buy or sell an asset on a specified date for a specified
price. One of the parties to the contract assumes a long position and agrees to buy the
underlying asset on a certain specified future date for a certain specified price. The other party
assumes a short position and agrees to sell the asset on the same date for the same price.
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Other contract details like delivery date, price and quantity are negotiated bilaterally by the
parties to the contract. The forward contracts are normally traded outside the exchanges.
The salient features of forward contracts are:
• They are bilateral contracts and hence exposed to counter–party risk.
• Each contract is custom designed, and hence is unique in terms of contract size,
expiration date and the asset type and quality.
• The contract price is generally not available in public domain.
• On the expiration date, the contract has to be settled by delivery of the asset.
• If the party wishes to reverse the contract, it has to compulsorily go to the same
counterparty, which often results in high prices being charged.
However, forward contracts in certain markets have become very standardised, as in the case
of foreign exchange, thereby reducing transaction costs and increasing transactions volume.
This process of standardisation reaches its limit in the organised futures market.
Forward contracts are very useful in hedging and speculation. The classic hedging application
would be that of an exporter who expects to receive payment in dollars three months later.
He is exposed to the risk of exchange rate fluctuations. By using the currency forward market
to sell dollars forward, he can lock on to a rate today and reduce his uncertainty. Similarly
an importer who is required to make a payment in dollars two months hence can reduce his
exposure to exchange rate fluctuations by buying dollars forward.
If a speculator has information or analysis, which forecasts an upturn in a price, then he can
go long on the forward market instead of the cash market. The speculator would go long on
the forward, wait for the price to rise, and then take a reversing transaction to book profits.
Speculators may well be required to deposit a margin upfront. However, this is generally a
relatively small proportion of the value of the assets underlying the forward contract. The use
of forward markets here supplies leverage to the speculator.
Forward markets world-wide are afflicted by several problems:

- Lack of centralisation of trading,
- Illiquidity, and
- Counterparty risk
In the first two of these, the basic problem is that of too much flexibility and generality.
The forward market is like a real estate market in that any two consenting adults can form
contracts against each other. This often makes them design terms of the deal which are very
convenient in that specific situation, but makes the contracts non-tradable. Counterparty risk
arises from the possibility of default by any one party to the transaction. When one of the two
sides to the transaction declares bankruptcy, the other suffers. Even when forward markets
trade standardised contracts, and hence avoid the problem of illiquidity, still the counterparty
risk remains a very serious issue.
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5.2.2 Futures
Futures markets were designed to solve the problems that exist in forward markets. A futures
contract is an agreement between two parties to buy or sell an asset at a certain time in the
future at a certain price. But unlike forward contracts, the futures contracts are standardised
and exchange traded. To facilitate liquidity in the futures contracts, the exchange specifies
certain standard features of the contract. It is a standardised contract with standard underlying
instrument, a standard quantity and quality of the underlying instrument that can be delivered,
(or which can be used for reference purposes in settlement) and a standard timing of such
settlement.
A futures contract may be offset prior to maturity by entering into an equal and opposite
transaction. More than 99% of futures transactions are offset this way. The standardised
items in a futures contract are:
• Quantity of the underlying
• Quality of the underlying
• The date and the month of delivery
• The units of price quotation and minimum price change
• Location of settlement
Distinction between futures and forwards contracts: Forward contracts are often
confused with futures contracts. The confusion is primarily because both serve essentially
the same economic functions of allocating risk in the presence of future price uncertainty.
However futures are a significant improvement over the forward contracts as they eliminate
counterparty risk and offer more liquidity. Table 5.3 lists the distinction between the two.
Table 5.3 Distinction between futures and forwards
Futures Forwards
Trade on an organised exchange OTC in nature
Standardised contract terms Customised contract terms
Hence more liquid Hence less liquid
Requires margin payments No margin payment
Follows daily settlement Settlement happens at end of period
Futures terminology
• Spot price: The price at which an asset trades in the spot market.
• Futures price: The price at which the futures contract trades in the futures
market.
• Contract cycle: The period over which a contract trades. The index futures contracts
on the NSE have one month, two-month and three-month expiry cycles which expire
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on the last Thursday of the month. Thus a January expiration contract expires on the
last Thursday of January and a February expiration contract ceases trading on the
last Thursday of February. On the Friday following the last Thursday, a new contract
having a three-month expiry is introduced for trading.
• Expiry date: It is the date specified in the futures contract. This is the last day on
which the contract will be traded, at the end of which it will cease to exist.
• Contract size: The amount of asset that has to be delivered under one contract. Also
called as lot size.
• Basis: In the context of financial futures, basis can be defined as the futures price
minus the spot price. There will be a different basis for each delivery month for each
contract. In a normal market, basis will be positive. This reflects that futures prices
normally exceed spot prices.
• Cost of carry: The relationship between futures prices and spot prices can be
summarised in terms of what is known as the cost of carry. This measures the storage
cost plus the interest that is paid to finance the asset less the income earned on the
asset.
• Initial margin: The amount that must be deposited in the margin account at the
time a futures contract is first entered into is known as initial margin.
• Marking-to-market: In the futures market, at the end of each trading day, the
margin account is adjusted to reflect the investor’s gain or loss depending upon the
futures closing price. This is called marking–to–market.
• Maintenance margin: This is somewhat lower than the initial margin. This is set to
ensure that the balance in the margin account never becomes negative. If the balance
in the margin account falls below the maintenance margin, the investor receives a
margin call and is expected to top up the margin account to the initial margin level
before trading commences on the next day.
5.2.3 Options
Options are fundamentally different from forward and futures contracts. An option gives the
holder of the option the right to do something. The holder does not have to exercise this right.
In contrast, in a forward or futures contract, the two parties have committed themselves
to doing something. Whereas it costs nothing (except margin requirements) to enter into a
futures contract, the purchase of an option requires an upfront payment.
Options terminology
• Index options: These options have the index as the underlying. Like index futures
contracts, index options contracts are also cash settled.
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• Stock options: Stock options are options on individual stocks. Options currently
trade on over 500 stocks in the United States. A contract gives the holder the right to
buy or sell shares at the specified price.
• Buyer of an option: The buyer of an option is the one who by paying the option
premium buys the right but not the obligation to exercise his option on the seller/
writer.
• Writer of an option: The writer of a call/put option is the one who receives the
option premium and is thereby obliged to sell/buy the asset if the buyer wishes to
exercise his option.
There are two basic types of options, call options and put options.
• Call option: A call option gives the holder the right but not the obligation to buy an
asset by a certain date for a certain price.
• Put option: A put option gives the holder the right but not the obligation to sell an
asset by a certain date for a certain price.
• Option price: Option price is the price which the option buyer pays to the option
seller. It is also referred to as the option premium.
• Expiration date: The date specified in the options contract is known as the expiration
date, the exercise date, the strike date or the maturity.
• Strike price: The price specified in the options contract is known as the strike price
or the exercise price.
• American options: American options are options that can be exercised at any time
upto the expiration date.
• European options: European options are options that can be exercised only on
the expiration date itself. European options are easier to analyse than American
options, and properties of an American option are frequently deduced from those of
its European counterpart.
• In-the-money option: An in-the-money (ITM) option is an option that would lead

to a positive cash flow to the holder if it were exercised immediately. A call option on
the index is said to be in-the-money when the current value of index stands at a level
higher than the strike price (i.e. spot price > strike price). If the value of index is
much higher than the strike price, the call is said to be deep ITM. On the other hand,
a put option on index is said to be ITM if the value of index is below the strike price.
• At-the-money option: An at-the-money (ATM) option is an option that would lead
to zero cash flow if it were exercised immediately. An option on the index is at-the-
money when the value of current index equals the strike price (i.e. spot price = strike
price).
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• Out-of-the-money option: An out-of-the-money (OTM) option is an option that
would lead to a negative cash flow it was exercised immediately. A call option on the
index is said to be out-of-the-money when the value of current index stands at a level
which is less than the strike price (i.e. spot price < strike price). If the index is much
lower than the strike price, the call is said to be deep OTM. On the other hand, a put
option on index is OTM if the value of index is above the strike price.
• Intrinsic value of an option: The option premium can be broken down into two
components–intrinsic value and time value. Intrinsic value of an option is the difference
between the market value of the underlying security/index in a traded option and the
strike price. The intrinsic value of a call is the amount when the option is ITM, if it is
ITM. If the call is OTM, its intrinsic value is zero.
• Time value of an option: The time value of an option is the difference between its
premium and its intrinsic value. Both calls and puts have time value. An option that
is OTM or ATM has only time value. Usually, the maximum time value exists when the
option is ATM. The longer the time to expiration, the greater is an option’s time value,
all else equal. At expiration, an option should have no time value. While intrinsic value
is easy to calculate, time value is more difficult to calculate. Historically, this made it
difficult to value options prior to their expiration. Various option pricing methodologies
were proposed, but the problem wasn’t solved until the emergence of Black-Scholes
theory in 1973.
Distinction between Futures and options
Options are different from futures in several interesting senses. At a practical level, the option
buyer faces an interesting situation. He pays for the option in full at the time it is purchased.
After this, he only has an upside. There is no possibility of the options position generating
any further losses to him (other than the funds already paid for the option). This is different
from futures, which is free to enter into, but can generate very large losses. This characteristic
makes options attractive to many occasional market participants, who cannot put in the time
to closely monitor their futures positions.
Buying put options is buying insurance. To buy a put option on Nifty is to buy insurance which
reimburses the full extent to which Nifty drops below the strike price of the put option. This
is attractive to many people, and to mutual funds creating ‘guaranteed return products’. The
Nifty index fund industry will find it very useful to make a bundle of a Nifty index fund and a
Nifty put option to create a new kind of a Nifty index fund, which gives the investor protection
against extreme drops in Nifty. Selling put options is selling insurance, so anyone who feels
like earning revenues by selling insurance can set himself up to do so on the index options
market.
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More generally, options offer ‘non-linear payoffs’ whereas futures only have ‘linear payoffs’.
By combining futures and options, a wide variety of innovative and useful payoff structures
can be created.
Table 5.4 Distinction between futures and options
Futures Options
Exchange traded, with novation Same as futures.
Exchange defines the product Same as futures.
Price is zero, strike price moves Strike price is fixed, price moves.
Price is zero Price is always positive.
Linear payoff Non-linear payoff.
Both long and short at risk Only short at risk.
5.2.4 Pricing of Derivatives
Pricing Futures:
Stock index futures began trading on NSE on the 12th June 2000. Stock futures were launched
on 9th November 2001. The volumes and open interest on this market has been steadily
growing. Looking at the futures prices on NSE’s market, have you ever felt the need to know
whether the quoted prices are a true reflection of the price of the underlying index/stock?
Have you wondered whether you could make risk-less profits by arbitraging between the
underlying and futures markets? If so, you need to know the cost-of-carry to understand the
dynamics of pricing that constitute the estimation of fair value of futures.
The cost of carry model: We use fair value calculation of futures to decide the no-arbitrage
limits on the price of a futures contract. This is the basis for the cost-of-carry model where
the price of the contract is defined as:
F=S+C
Where,
F = Futures price; S = Spot price; C = Holding costs or carry costs.
This can also be expressed as:
T
F = S (1 + r)
r = Cost of financing and T = Time till expiration of futures contract

T T
If F < S(1 + r) or F > S(1 + r) , arbitrage opportunities would exist i.e. whenever the
futures price moves away from the fair value, there would be chances for arbitrage. We
know what the spot and futures prices are, but what are the components of holding cost?
The components of holding cost vary with contracts on different assets. At times the holding
cost may even be negative. In the case of commodity futures, the holding cost is the cost of
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financing plus cost of storage and insurance purchased etc. In the case of equity futures, the
holding cost is the cost of financing minus the dividends returns.
The concept of discrete compounding is used, where interest rates are compounded at discrete
intervals, for example, annually or semi-annually. In case of the concept of continuous
compounding, the above equation would be expressed as:
Where,
r = Cost of financing (using continuously compounded interest rate)
T = Time till expiration; and e = 2.71828
Example: Security XYZ Ltd trades in the spot market at Rs. 1150. Money can be invested at
11% p.a. The fair value of a one-month futures contract on XYZ is calculated as follows:
Pricing options:
An option buyer has the right but not the obligation to exercise on the seller. The worst that
can happen to a buyer is the loss of the premium paid by him. His downside is limited to this
premium, but his upside is potentially unlimited. This optionality is precious and has a value,
which is expressed in terms of the option price. Just like in other free markets, it is the supply
and demand in the secondary market that drives the price of an option. On dates prior to 31
Dec 2000, the ‘call option on Nifty expiring on 31 Dec 2000 with a strike of 1500’ will trade at
a price that purely reflects supply and demand. There is a separate order book for each option
which generates its own price. The values shown in Table 5.5 are derived from a theoretical
model, namely the Black-Scholes option pricing model.
Table 5.5: Option prices: some illustrative values
Option strike price

1400 1450 1500 1550 1600
Calls
1 month 117 79 48 27 13
3 month 154 119 90 67 48
Puts
1 month 8 19 38 66 102
3 month 25 39 59 84 114
Assumptions: Nifty spot is 1500, Nifty volatility is 25% annualized, interest rate is 10%, Nifty dividend yield is
1.5%.
If the secondary market prices deviate from these values, it would imply the presence of
arbitrage opportunities, which (we might expect) would be swiftly exploited. But there is
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nothing innate in the market which forces the prices in the table to come about.
There are various models which help us get close to the true price of an option. Most of these
are variants of the celebrated Black-Scholes model for pricing European options. Today most
calculators and spread-sheets come with a built-in Black-Scholes options pricing formula so to
price options we don’t really need to memorise the formula. What we shall do here is discuss
this model in a fairly non-technical way by focusing on the basic principles and the underlying
intuition.
Introduction to the Black–Scholes formulae
Options have existed—at least in concept—since antiquity. It wasn’t until publication of the
Black-scholes (1973) option pricing formula that a theoretically consistent framework for
pricing options became available. That framework was a direct result of work by Robert Merton
as well as Fisher Black and Myron Scholes. In 1997, Scholes and Merton won the Nobel Prize
in economics for this work. Black had died in 1995, but otherwise would have shared the
prize.
The factors affecting the option price are: (i) The spot price of the underlying, (ii) exercise
price, (iii) risk-free interest rate, (iv) volatility of the underlying, (v) time to expiration and
(vi) dividends on the underlying (stock or index). Interestingly before Black and Scholes came
up with their option pricing model, there was a widespread belief that the expected growth of
the underlying ought to affect the option price. Black and Scholes demonstrate that this is not
true. The beauty of the Black and Scholes model is that like any good model, it tells us what
is important and what is not. It doesn’t promise to produce the exact prices that show up in
the market, but certainly does a remarkable job of pricing options within the framework of
assumptions of the model. Virtually all option pricing models, even the most complex ones,
have much in common with the Black–Scholes model.
Black and Scholes start by specifying a simple and well–known equation that models the way
in which stock prices fluctuate. This equation called Geometric Brownian Motion, implies that
stock returns will have a lognormal distribution, meaning that the logarithm of the stock’s
return will follow the normal (bell shaped) distribution. Black and Scholes then propose that
the option’s price is determined by only two variables that are allowed to change: time and
the underlying stock price. The other factors, namely, the volatility, the exercise price, and
the risk–free interest rate do affect the option’s price but they are not allowed to change.
By forming a portfolio consisting of a long position in stock and a short position in calls, the
risk of the stock is eliminated. This hedged portfolio is obtained by setting the number of
shares of stock equal to the approximate change in the call price for a change in the stock
price. This mix of stock and calls must be revised continuously, a process known as delta
hedging.
Black and Scholes then turn to a little–known result in a specialised field of probability known
as stochastic calculus. This result defines how the option price changes in terms of the change
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in the stock price and time to expiration. They then reason that this hedged combination
of options and stock should grow in value at the risk–free rate. The result then is a partial
differential equation. The solution is found by forcing a condition called a boundary condition
on the model that requires the option price to converge to the exercise value at expiration.
The end result is the Black and Scholes model.
5.3 TRADING SYSTEM
5.3.1 Introduction
The futures & options trading system of NSE, called ‘National Exchange for Automated Trading’
NEAT-F&O trading system, provides a fully automated screen-based trading for Index futures
& options, stock futures & options and futures on interest rate on a nationwide basis as well
as an online monitoring and surveillance mechanism. It supports an order driven market
and provides complete transparency of trading operations. It is similar to that of trading of
equities in the cash market segment.
The software for the F&O market has been developed to facilitate efficient and transparent
trading in futures and options instruments. Keeping in view the familiarity of trading members
with the current capital market trading system, modifications have been performed in the
existing capital market trading system so as to make it suitable for trading futures and
options.
5.3.2 Trading mechanism
The NEAT F&O system supports an order driven market, wherein orders match automatically.
Order matching is essentially on the basis of security, its price, time and quantity. All quantity
fields are in units and price in rupees. The lot size on the futures and options market is 50 for
Nifty. The exchange notifies the regular lot size and tick size for each security traded on this
segment from time to time. Orders, as and when they are received, are first time stamped and
then immediately processed for potential match. When any order enters the trading system,
it is an active order. If it finds a match, a trade is generated. If a match is not found, then the
orders are stored in different ‘books’. Orders are stored in price-time priority in various books
in the following sequence:
• Best Price
• Within Price, by time priority.
Entities in the trading system
There are four entities in the trading system:
1. Trading members: Trading members are members of NSE. They can trade either on
their own account or on behalf of their clients including participants. The exchange
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assigns a Trading member ID to each trading member. Each trading member can
have more than one user.
2. Clearing members: Clearing members are members of NSCCL. They carry out
risk management activities and confirmation/inquiry of trades through the trading
system.
3. Professional clearing members: professional clearing members is a clearing

member who is not a trading member. Typically, banks and custodians become
professional clearing members and clear and settle for their trading members.
4. Participants: A participant is a client of trading members like financial institutions.

These clients may trade through multiple trading members but settle through a single
clearing member.
Corporate hierarchy
In the F&O trading software, a trading member has the facility of defining a hierarchy amongst
users of the system. This hierarchy comprises corporate manager, Admin user, branch manager
and dealer.
1. Corporate manager: The term ‘Corporate manager’ is assigned to a user placed

at the highest level in a trading firm. Such a user can perform all the functions such
as order and trade related activities, receiving reports for all branches of the trading
member firm and also all dealers of the firm. Additionally, a corporate manager can
define exposure limits for the branches of the firm. This facility is available only to the
corporate manager.
2. Branch manager: The branch manager is a term assigned to a user who is placed
under the corporate manager. Such a user can perform and view order and trade
related activities for all dealers under that branch.
3. Dealer: Dealers are users at the lower most level of the hierarchy. A Dealer can perform
view order and trade related activities only for oneself and does not have access to
information on other dealers under either the same branch or other branches.
Below given cases explain activities possible for specific user categories:
1. Clearing member corporate manager: He can view outstanding orders, previous

trades and net position of his client trading members by putting the TM ID (Trading
member identification) and leaving the Branch ID and and Dealer ID blank.
2. Clearing member and trading member corporate manager: He can view:
(a) Outstanding orders, previous trades and net position of his client trading members
by putting the TM ID and leaving the Branch ID and the Dealer ID blank.
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(b) Outstanding orders, previous trades and net positions entered for himself by
entering his own TM ID, Branch ID and User ID. This is his default screen.
(c) Outstanding orders, previous trades and net position entered for his branch by
entering his TM ID and Branch ID fields.
(d) Outstanding orders, previous trades, and net positions entered for any of his
users/dealers by entering his TM ID, Branch ID and user ID fields.
3. Clearing member and trading member dealer: He can only view requests entered
by him.
4. Trading member corporate manager: He can view
(a) Outstanding requests and activity log for requests entered by him by entering
his own Branch and User IDs. This is his default screen.
(b) Outstanding requests entered by his dealers and/or branch managers by either
entering the Branch and/or User IDs or leaving them blank.
5. Trading member branch manager: He can view
(a) Outstanding requests and activity log for requests entered by him by entering
his own Branch and User IDs. This is his default screen.
(b) Outstanding requests entered by his users either by filling the User ID field with
a specific user or leaving the User ID field blank.
6. Trading member dealer: He can only view requests entered by him.
Order types and conditions
The system allows the trading members to enter orders with various conditions attached to
them as per their requirements. These conditions are broadly divided into the following three
categories:
Time conditions
• Day order: A day order, as the name suggests is an order which is valid for the day
on which it is entered. If the order is not executed during the day, the system cancels
the order automatically at the end of the day.
• Immediate or Cancel(IOC): An IOC order allows the user to buy or sell a contract as
soon as the order is released into the system, failing which the order is cancelled from
the system. Partial match is possible for the order, and the unmatched portion of the
order is cancelled immediately.
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Price condition
• Stop–loss: This facility allows the user to release an order into the system, after the
market price (Last Traded Price) of the security reaches or crosses a threshold price
e.g. if for stop–loss buy order, the trigger is 1027.00, the limit price is 1030.00 and
the market (last traded) price is 1023.00, then this order is released into the system
once the market price reaches or exceeds 1027.00. This order is added to the regular
lot book with time of triggering as the time stamp, as a limit order of 1030.00. For
the stop–loss sell order, the trigger price has to be greater than the limit price.
Other conditions
• Market price: Market orders are orders for which no price is specified at the time the
order is entered (i.e. price is market price). For such orders, the system determines
the price.
• Limit price: Price of the order after triggering from Stop Loss Book.
• Pro: Pro means that the orders are entered on the trading member’s own account.
• Cli: Cli means that the trading member enters the orders on behalf of a client.
• Trigger Price: Price at which an order gets triggered from Stop-loss book.
Several combinations of the above are allowed thereby providing enormous flexibility to the
users.
Market watch window
The following windows are displayed on the trader workstation screen.

• Title bar
• Ticker window of futures and options market
• Ticker window of underlying(capital) market
• Tool bar
• Market watch window
• Inquiry window
• Snap quote
• Order/trade window
• System message window
The purpose of market watch is to allow continuous monitoring of contracts or securities that
are of specific interest to the user. It displays trading information for contracts selected by
the user. The user also gets a broadcast of all the cash market securities on the screen. This
function also will be available if the user selects the relevant securities for display on the
market watch screen. Display of trading information related to cash market securities will be
on “Read only” format i.e. the dealer can only view the information on cash market but, cannot
trade in them through the system. This is the main window from the dealer’s perspective.
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Inquiry window
The inquiry window enables the user to view information such as Market by Price (MBP),
Previous Trades (PT), Outstanding Orders (OO), Activity log (AL), Snap Quote (SQ), Order
Status (OS), Market Movement (MM), Market Inquiry (MI), Net Position, On line backup,
Multiple index inquiry, Most active security and so on.
Placing orders on the trading system
For both the futures and the options market, while entering orders on the trading system,
members are required to identify orders as being proprietary or client orders. Proprietary
orders should be identified as ‘Pro’ and those of clients should be identified as ‘Cli’. Apart from
this, in the case of ‘Cli’ trades, the client account number should also be provided. The futures
and options market is a zero sum game i.e. the total number of long in the contract always
equals the total number of short in any contract. The total number of outstanding contracts
(long/short) at any point in time is called the ‘Open interest’. This Open interest figure is a
good indicator of the liquidity in the contract. Based on studies carried out in international
exchanges, it is found that open interest is maximum in near month expiry contracts.
Market spread/combination order entry
The NEAT F&O trading system also enables to enter spread/combination trades. This enables
the user to input two or three orders simultaneously into the market. These orders will have
the condition attached to it that unless and until the whole batch of orders finds a counter
match, they shall not be traded. This facilitates spread and combination trading strategies
with minimum price risk.
Basket trading
In order to provide a facility for easy arbitrage between futures and cash markets, NSE
introduced basket-trading facility. This enables the generation of portfolio offline order files
in the derivatives trading system and its execution in the cash segment. A trading member
can buy or sell a portfolio through a single order, once he determines its size. The system
automatically works out the quantity of each security to be bought or sold in proportion to
their weights in the portfolio.
Charges
The maximum brokerage chargeable by a trading member in relation to trades effected

in the contracts admitted to dealing on the F&O segment of NSE is fixed at 2.5% of the
contract value in case of index futures and stock futures. In case of index options and stock
options it is 2.5% of notional value of the contract [(Strike Price + Premium) * Quantity)],
exclusive of statutory levies. The transaction charges payable to the exchange by the trading
member for the trades executed by him on the F&O segment are fixed at the rate of Rs. 2 per
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lakh of turnover (0.002%) subject to a minimum of Rs. 1,00,000 per year. However for the
transactions in the options sub-segment the transaction charges are levied on the premium
value at the rate of 0.05% (each side) instead of on the strike price as levied earlier. Further
to this, trading members have been advised to charge brokerage from their clients on the
Premium price(traded price) rather than Strike price. The trading members contribute to
Investor Protection Fund of F&O segment at the rate of Re. 1/- per Rs. 100 crores of the
traded value (each side).
5.3.3 Adjustments for corporate actions
The basis for any adjustment for corporate actions is such that the value of the position of the
market participants, on the cum and ex-dates for the corporate action, continues to remain
the same as far as possible. This facilitates in retaining the relative status of positions, namely
in-the-money, at-the-money and out-of-money. This also addresses issues related to exercise
and assignments.
Corporate actions can be broadly classified under stock benefits and cash benefits. The
various stock benefits declared by the issuer of capital are bonus, rights, merger/de-merger,
amalgamation, splits, consolidations, hive-off, warrants and secured premium notes (SPNs)
among others. The cash benefit declared by the issuer of capital is cash dividend.
Any adjustment for corporate actions is carried out on the last day on which a security is
traded on a cum basis in the underlying equities market, after the close of trading hours.
Adjustments may entail modifications to positions and/or contract specifications as listed
below, such that the basic premise of adjustment laid down above is satisfied:
1. Strike price
2. Position
3. Market lot/multiplier
The adjustments are carried out on any or all of the above, based on the nature of the
corporate action. The adjustments for corporate actions are carried out on all open, exercised
as well as assigned positions.
5.3.4 Eligibility criteria for securities/indices traded in F&O
Eligibility criteria of stocks
• The stock is chosen from amongst the top 500 stocks in terms of average daily
market capitalisation and average daily traded value in the previous six months on a
rolling basis.
• The stock's median quarter-sigma order size over the last six months should be not
less than Rs. 1 lakh. For this purpose, a stock's quarter-sigma order size should mean
the order size (in value terms) required to cause a change in the stock price equal to
one-quarter of a standard deviation.
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• The market wide position limit in the stock should not be less than Rs.50 crore. The
market wide position limit (number of shares) is valued taking the closing prices of
stocks in the underlying cash market on the date of expiry of contract in the month.
The market wide position limit of open position (in terms of the number of underlying
stock) on futures and option contracts on a particular underlying stock should be
lower of:
- 20% of the number of shares held by non-promoters in the relevant underlying

security i.e. free-float holding.
• If an existing security fails to meet the eligibility criteria for three months consecutively,
then no fresh month contract will be issued on that security.
• However, the existing unexpired contracts can be permitted to trade till expiry and
new strikes can also be introduced in the existing contract months.
For unlisted companies coming out with initial public offering, if the net public offer is Rs.500
crores or more, then the exchange may consider introducing stock options and stock futures
on such stocks at the time of its listing in the cash market.
Eligibility criteria of indices
The exchange may consider introducing derivative contracts on an index if the stocks
contributing to 80% weightage of the index are individually eligible for derivative trading.
However, no single ineligible stocks in the index should have a weightage of more than 5% in
the index. The above criteria is applied every month, if the index fails to meet the eligibility
criteria for three months consecutively, then no fresh month contract would be issued on that
index, However, the existing unexpired contacts will be permitted to trade till expiry and new
strikes can also be introduced in the existing contracts.
Eligibility criteria of stocks for derivatives trading especially on account of corporate

restructuring
The eligibility criteria for stocks for derivatives trading on account of corporate restructuring
is as under:
I. All the following conditions shall be met in the case of shares of a company undergoing
restructuring through any means for eligibility to reintroduce derivative contracts on
that company from the first day of listing of the post restructured company/(s) (as
the case may be) stock (herein referred to as post restructured company) in the
underlying market,
a) the Futures and options contracts on the stock of the original (pre restructure)
company were traded on any exchange prior to its restructuring;
b) the pre restructured company had a market capitalisation of at least Rs.1000
crores prior to its restructuring;
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c) the post restructured company would be treated like a new stock and if it is, in
the opinion of the exchange, likely to be at least one-third the size of the pre
restructuring company in terms of revenues, or assets, or (where appropriate)
analyst valuations; and
d) in the opinion of the exchange, the scheme of restructuring does not suggest
that the post restructured company would have any characteristic (for example
extremely low free float) that would render the company ineligible for derivatives
trading.
II. If the above conditions are satisfied, then the exchange takes the following course
of action in dealing with the existing derivative contracts on the pre-restructured
company and introduction of fresh contracts on the post restructured company
a) In the contract month in which the post restructured company begins to trade, the
Exchange introduce near month, middle month and far month derivative contracts on
the stock of the restructured company.
b) In subsequent contract months, the normal rules for entry and exit of stocks in terms
of eligibility requirements would apply. If these tests are not met, the exchange shall
not permit further derivative contracts on this stock and future month series shall not
be introduced.
5.3.5 Products and Contract specifications
The F&O segment of NSE provides trading facilities for the following derivative products/
instruments:
1. Index futures
2. Index options
3. Individual stock options
4. Individual stock futures
Index futures
NSE allows trading in individual stock & index based futures and option contracts having one-
month, two-month and three-month expiry cycles. All contracts expire on the last Thursday
of every month. Thus a January expiration contract would expire on the last Thursday of
January and a February expiry contract would cease trading on the last Thursday of February.
On the Friday following the last Thursday, a new contract having a three-month expiry would
be introduced for trading. Thus, as shown in Figure 5A at any point in time, three contracts
would be available for trading with the first contract expiring on the last Thursday of that
month. Depending on the time period for which you want to take an exposure in index futures
contracts, you can place buy and sell orders in the respective contracts.
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Figure 5A Contract cycle
The figure shows the contract cycle for futures contracts on NSE’s derivatives market. As can
be seen, at any given point of time, three contracts are available for trading - a near-month,
a middle-month and a far-month. As the January contract expires on the last Thursday of the
month, a new three-month contract starts trading from the following day, once more making
available three index futures contracts for trading.
The Instrument type ‘FUTIDX’ refers to ‘Futures contract on index’ and Contract symbol –
‘NIFTY’ denotes a ‘Futures contract on Nifty index’ and the Expiry date represents the last
date on which the contract will be available for trading. Each futures contract has a separate
limit order book. All passive orders are stacked in the system in terms of price-time priority
and trades take place at the passive order price (similar to the existing capital market trading
system). The best buy order for a given futures contract will be the order to buy the index at
the highest index level whereas the best sell order will be the order to sell the index at the
lowest index level.
Table 5.5 Contract specification: S&P CNX Nifty Futures

Underlying index S&P CNX Nifty
Exchange of trading National Stock Exchange of India Limited
Security descriptor FUTIDX NIFTY
Contract size Permitted lot size shall be 50
(minimum value Rs.2 lakh)
Price steps Re. 0.05
Price bands Not applicable
Trading cycle The futures contracts will have a maximum of three month trading
cycle - the near month (one), the next month(two) and the far
month(three). New contract will be introduced on the next trading
day following the Expiry of near month contract.
Expiry day The last Thursday of the expiry month or the previous trading
day if the last Thursday is a trading holiday
Settlement basis Mark to market and final settlement will be cash settled on T+1
basis.
Settlement price Daily settlement price will be the closing price of the futures
contracts for the trading day and the final settlement price shall be
the closing value of the underlying index on the last trading day.
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Index Options
On NSE’s index options market, there are one-month, two-month and three-month expiry
contracts with minimum nine different strikes available for trading. Hence, if there are three
serial month contracts available and the scheme of strikes is 6-1-6, then there are minimum
3 x 13 x 2 (call and put options) i.e. 78 options contracts available on an index. Option
contracts are specified as follows: DATE-EXPIRYMONTH-YEAR-CALL/PUT- EUROPEAN-STRIKE.
For example the European style call option contract on the Nifty index with a strike price of
2040 expiring on the 30th June 2005 is specified as ‘30 JUN 2005 2040 CE’.
Just as in the case of futures contracts, each option product (for instance, the 28 JUN 2005
2040 CE) has it’s own order book and it’s own prices. All index options contracts are cash
settled and expire on the last Thursday of the month. The clearing corporation does the
novation. The minimum tick for an index options contract is 0.05 paise.
Table 5.6 gives the contract specifications for index options trading on the NSE.
Table 5.6 Contract specification: S&P CNX Nifty Options

Underlying index S&P CNX Nifty
Security descriptor OPTIDX NIFTY
Contract size Permitted lot size shall be 50
(minimum value Rs.2 lakh)
Trading cycle The options contracts will have a maximum of three month
trading cycle - the near month (one), the next month (two) and
the far month (three). New contract will be introduced on the
next trading day following the expiry of near month contract.
day if the last Thursday is a trading holiday.
Settlement basis Cash settlement on T+1 basis.
Style of option European
Daily settlement price N.A
Final settlement price Closing value of the index on the last
trading day of the options contract
Stock Futures
Trading in stock futures commenced on the NSE from November 2001. These contracts are
cash settled on a T+1 basis. The expiration cycle for stock futures is the same as for index
futures, index options and stock options. A new contract is introduced on the trading day
following the expiry of the near month contract.
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Table 5.7 gives the contract specifications for stock futures.
Table 5.7 Contract specification: Stock futures

Underlying Individual securities
Security descriptor FUTSTK
Contract size As specified by the exchange
(minimum value of Rs.2 lakh)
Trading cycle The futures contracts will have a maximum of three month trading
cycle - the near month (one), the next month (two) and the far
month (three). New contract will be introduced on the next trading
day following the expiry of near month contract.
day if the last Thursday is a trading holiday.
Settlement In Cash on T+1 Basis
Settlement price Daily settlement price will be the closing price of the futures
contracts on the trading day and the the final settlement price
will be the closing price of the the underlying on the last trading
day of the options contract.
Stock Options
Trading in stock options commenced on the NSE from July 2001. These contracts are European
style and are settled in cash. The expiration cycle for stock options is the same as for index
futures and index options. A new contract is introduced on the trading day following the
expiry of the near month contract. NSE provides a minimum of seven strike prices for every
option type (i.e. call and put) during the trading month. There are at least three in-the-
money contracts, three out-of-the-money contracts and one at-the-money contract available
for trading.
Table 5.8 gives the contract specifications for stock options.
Table 5.8 Contract specification: Stock options

Underlying Individual securities available
for trading in cash market
Security descriptor OPTSTK.
Style of option European
Strike price interval As specified by the exchange
Contract size As specified by the exchange
(minimum value of Rs.2 lakh)
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Table 5.8 Contract specification: Stock options
Trading cycle The options contracts will have a maximum of three month trading
cycle - the near month (one), the next month(two) and the far
month(three). New contract will be be introduced on the next trading
day following the expiry of near month contract.
Expiry day The last Thursday of the expiry month or the previous trading day
if the last Thursday is a trading holiday.
Settlement basis T+1 Basis
Daily settlement price Closing price of underlying on the day of exercise
Final settlement price Closing price of underlying on the last trading day of the options
contract
Settlement day Last trading day
5.4 CLEARING AND SETTLEMENT
5.4.1 Introduction
National Securities Clearing Corporation Limited (NSCCL) undertakes clearing and settlement
of all trades executed on the futures and options (F&O) segment of the NSE. It also acts as
legal counterparty to all trades on the F&O segment and guarantees their financial settlement.
Clearing and settlement activities in the F&O segment are undertaken by NSCCL with the help
of the following entities:
• Clearing members: Primarily, the Clearing Member (CM) performs the following
functions:
1. Clearing: Computing obligations of all his TM’s i.e. determining positions to

settle.
2. Settlement: Performing actual settlement. Currently, all the Futures and Options
contracts are cash settled.
3. Risk Management: Setting position limits based on upfront deposits/margins for

each TM and monitoring positions on a continuous basis.
In the F&O segment, some members, called self clearing members, clear and settle their
trades executed by them only either on their own account or on account of their clients. Some
are called trading member–cum–clearing member (TM-CM), who clear and settle their
own trades as well as trades of other trading members (TMs). Besides, there is a special
category of members, called professional clearing members (PCM) who clear and settle
trades executed by TMs but do not trade themselves. The members clearing their own trades
and trades of others, and the PCMs are required to bring in additional security deposits in
respect of every TM whose trades they undertake to clear and settle.
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Clearing Member Eligibility Norms
a. Net worth of atleast Rs.300 lakh. The net worth requirement for a CM who clears and
settles only deals executed by him is Rs. 100 lakh.
b. Deposit of Rs. 50 lakh to NSCCL which forms the Base Minimum Capital (BMC) of the
CM.
c. Additional incremental deposits of Rs.10 lakh to NSCCL for each additional TM in case
the CM undertakes to clear and settle deals for other TMs.
• Clearing banks: Funds settlement takes place through clearing banks. For the
purpose of settlement all clearing members are required to open a separate bank
account with NSCCL designated clearing bank for F&O segment. The Clearing and
Settlement process comprises of the following three main activities:
1) Clearing
2) Settlement
3) Risk Management
5.4.2 Clearing mechanism
The first step in clearing process is working out open positions and obligations of clearing (self-
clearing/trading-cum-clearing/professional clearing) members (CMs). The open positions of a
CM is arrived at by aggregating the open positions of all the trading members (TMs) and all
custodial participants (CPs) clearing through him, in the contracts which they have traded.
The open position of a TM is arrived at by summing up his proprietary open position and
clients’ open positions, in the contracts which they have traded. While entering orders on the
trading system, TMs identify orders as either proprietary or client through ‘Pro / Cli’ indicator
provided in the order entry screen. Proprietary positions are calculated on net basis (buy -
sell) for each contract and that of clients are arrived at by summing together net positions of
each individual client i.e., a buy trade is off-set by a sell trade and a sell trade is off-set by
a buy trade. A TM’s open position is the sum of proprietary open position, client open long
position and client open short position.
5.4.3 Settlement mechanism
The settlement amount for a CM is netted across all their TMs/clients, with respect to their
obligations on MTM, premium and exercise settlement.
Settlement of futures contracts on Index or Individual Securities
Futures contracts have two types of settlements, the MTM settlement which happens on a
continuous basis at the end of each day, and the final settlement which happens on the last
trading day of the futures contract.
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MTM settlement: All futures contracts for each member are marked-to-market (MTM) to the
daily settlement price of the relevant futures contract at the end of each day.
The CMs who have a loss are required to pay the mark-to-market (MTM) loss amount in cash
which is in turn passed on to the CMs who have made a MTM profit. This is known as daily
mark-to-market settlement. CMs are responsible to collect and settle the daily MTM profits/
losses incurred by the TMs and their clients clearing and settling through them. Similarly,
TMs are responsible to collect/pay losses/profits from/to their clients by the next day. The
pay-in and pay-out of the mark-to-market settlement are affected on the day following the
trade day (T+1). The mark to market losses or profits are directly debited or credited to the
CMs clearing bank account. In case a futures contract is not traded on a day, or not traded
during the last half an hour, a ‘theoretical settlement price’ for unexpired futures contracts is
computed as per the following formula:
rT
F=S*e
where
F = Theoretical futures price
S = Value of the underlying index
r = Cost of financing (using continuously compounded interest rate) or rate of interest
(MIBOR)
T = Time till expiration
e = 2.71828
After completion of daily settlement computation, all the open positions are reset to the daily
settlement price. Such positions become the open positions for the next day.
Final settlement for futures: On the expiry day of the futures contracts, after the close
of trading hours, NSCCL marks all positions of a CM to the final settlement price and the
resulting profit/loss is settled in cash. Final settlement of future contracts is similar to the
daily settlement process except for the method of computation of final settlement price. The
final settlement profit / loss is computed as the difference between trade price or the previous
day’s settlement price, as the case may be, and the final settlement price of the relevant
futures contract. Final settlement loss/profit amount is debited/ credited to the relevant CM’s
clearing bank account on the day following expiry day of the contract. Open positions in
futures contracts cease to exist after their expiration day
Settlement prices for futures: Daily settlement price on a trading day is the closing price
of the respective futures contracts on such day. The closing price for a futures contract is
currently calculated as the last half an hour weighted average price of the contract in the F&O
Segment of NSE. Final settlement price is the closing price of the relevant underlying index/
security in the capital market segment of NSE, on the last trading day of the contract.
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Settlement of options contracts on Index or Individual Securities
Options contracts have two types of settlements, daily premium settlement and final exercise
settlement.
Daily premium settlement
Buyer of an option is obligated to pay the premium towards the options purchased by him.
Similarly, the seller of an option is entitled to receive the premium for the option sold by him.
The premium payable amount and the premium receivable amount are netted to compute the
net premium payable or receivable amount for each client for each option contract.
Final exercise settlement
Final exercise settlement is effected for all open long in-the-money strike price options existing
at the close of trading hours, on the expiration day of an option contract. All such long
positions are exercised and automatically assigned to short positions in option contracts with
the same series, on a random basis. The investor who has long in-the-money options on the
expiry date will receive the exercise settlement value per unit of the option from the investor
who is short on the option.
Exercise process
The period during which an option is exercisable depends on the style of the option. On NSE,
index options and options on securities are European style, i.e. options are only subject to
automatic exercise on the expiration day, if they are in-the-money. Automatic exercise means
that all in-the-money options would be exercised by NSCCL on the expiration day of the
contract. The buyer of such options need not give an exercise notice in such cases.
Exercise settlement computation
In case of option contracts, all open long positions at in-the-money strike prices are
automatically exercised on the expiration day and assigned to short positions in option
contracts with the same series on a random basis. Final exercise is automatically effected
by NSCCL for all open long in-the-money positions in the expiring month option contract, on
the expiry day of the option contract. The exercise settlement price is the closing price of the
underlying (index or security) on the expiry day of the relevant option contract. The exercise
settlement value is the difference between the strike price and the final settlement price of
the relevant option contract. For call options, the exercise settlement value receivable by a
buyer is the difference between the final settlement price and the strike price for each unit of
the underlying conveyed by the option contract, while for put options it is difference between
the strike price and the final settlement price for each unit of the underlying conveyed by the
option contract. Settlement of exercises of options is currently by payment in cash and not by
delivery of securities.
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The exercise settlement value for each unit of the exercised contract is computed as follows:
Call options = Closing price of the security on the day of exercise — Strike price
Put options = Strike price — Closing price of the security on the day of exercise
The closing price of the underlying security is taken on the expiration day. The exercise
settlement value is debited / credited to the relevant CMs clearing bank account on T + 1 day
(T = exercise date).
Special facility for settlement of institutional deals
NSCCL provides a special facility to Institutions/Foreign Institutional Investors (FIIs)/Mutual

Funds etc. to execute trades through any TM, which may be cleared and settled by their
own CM. Such entities are called custodial participants (CPs). To avail of this facility, a CP is
required to register with NSCCL through his CM. A unique CP code is allotted to the CP by
NSCCL. All trades executed by a CP through any TM are required to have the CP code in the
relevant field on the trading system at the time of order entry. Such trades executed on behalf
of a CP are confirmed by their own CM (and not the CM of the TM through whom the order is
entered), within the time specified by NSE on the trade day though the on-line confirmation
facility. Till such time the trade is confirmed by CM of concerned CP, the same is considered as
a trade of the TM and the responsibility of settlement of such trade vests with CM of the TM.
Once confirmed by CM of concerned CP, such CM is responsible for clearing and settlement
of deals of such custodial clients. FIIs have been permitted to trade subject to compliance
of the position limits prescribed for them and their sub-accounts, and compliance with the
prescribed procedure for settlement and reporting. A FII/a sub-account of the FII, as the case
may be, intending to trade in the F&O segment of the exchange, is required to obtain a unique
Custodial Participant (CP) code allotted from the NSCCL. FII/sub-accounts of FIIs which have
been allotted a unique CP code by NSCCL are only permitted to trade on the F&O segment.
5.4.4 Risk management
NSCCL has developed a comprehensive risk containment mechanism for the F&O segment.
Risk containment measures include capital adequacy requirements of members, monitoring of
member performance and track record, stringent margin requirements, position limits based
on capital, online monitoring of member positions and automatic disablement from trading
when limits are breached. The salient features of risk containment mechanism on the F&O
segment are:
There are stringent requirements for members in terms of capital adequacy measured in
terms of net worth and security deposits.
1. NSCCL charges an upfront initial margin for all the open positions of a CM. It specifies
the initial margin requirements for each futures/options contract on a daily basis. The
CM in turn collects the initial margin from the TMs and their respective clients.
2. Client margins: NSCCL intimates all members of the margin liability of each of their
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client. Additionally members are also required to report details of margins collected
from clients to NSCCL, which holds in trust client margin monies to the extent reported
by the member as having been collected form their respective clients.
3. The open positions of the members are marked to market based on contract settlement
price for each contract. The difference is settled in cash on a T+1 basis.
4. NSCCL’s on-line position monitoring system monitors a CM’s open positions on a
real-time basis. Limits are set for each CM based on his capital deposits. The on-line
position monitoring system generates alerts whenever a CM reaches a position limit
set up by NSCCL. At 100% the clearing facility provided to the CM shall be withdrawn.
Withdrawal of clearing facility of a CM in case of a violation will lead to withdrawal of
trading facility for all TMs and/ or custodial participants clearing and settling through
the CM
5. CMs are provided a trading terminal for the purpose of monitoring the open positions
of all the TMs clearing and settling through him. A CM may set exposure limits for a
TM clearing and settling through him. NSCCL assists the CM to monitor the intra-day
exposure limits set up by a CM and whenever a TM exceed the limits, it stops that
particular TM from further trading. Further trading members are monitored based on
positions limits. Trading facility is withdrawn when the open positions of the trading
member exceeds the position limit.
6. A member is alerted of his position to enable him to adjust his exposure or bring in
additional capital..
7. A separate settlement guarantee fund for this segment has been created out of the
capital of members.
The most critical component of risk containment mechanism for F&O segment is the margining
system and on-line position monitoring. The actual position monitoring and margining is
carried out on-line through Parallel Risk Management System (PRISM). PRISM uses SPAN(r)
(Standard Portfolio Analysis of Risk) system for the purpose of computation of on-line margins,
based on the parameters defined by SEBI.
NSCCL-SPAN
The objective of NSCCL-SPAN is to identify overall risk in a portfolio of all futures and options
contracts for each member. The system treats futures and options contracts uniformly,
while at the same time recognizing the unique exposures associated with options portfolios,
like extremely deep out-of-the-money short positions and inter-month risk. Its over-riding
objective is to determine the largest loss that a portfolio might reasonably be expected to
suffer from one day to the next day based on 99% VaR methodology.
Types of margins
The margining system for F&O segment is explained below:
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• Initial margin: Margin in the F&O segment is computed by NSCCL upto client level for
open positions of CMs/TMs. These are required to be paid up-front on gross basis at
individual client level for client positions and on net basis for proprietary positions.
NSCCL collects initial margin for all the open positions of a CM based on the margins
computed by NSE-SPAN. A CM is required to ensure collection of adequate initial
margin from his TMs and his respective clients. The TM is required to collect adequate
initial margins up-front from his clients.
• Premium margin: In addition to initial margin, premium margin is charged at client
level. This margin is required to be paid by a buyer of an option till the premium
settlement is complete.
• Assignment margin: Assignment margin is levied in addition to initial margin and
premium margin. It is required to be paid on assigned positions of CMs towards
exercise settlement obligations for option contracts, till such obligations are fulfilled.
The margin is charged on the net exercise settlement value payable by a CM.
5.5 Margining System

NSCCL has developed a comprehensive risk containment mechanism for the Futures & Options
segment. The most critical component of a risk containment mechanism is the online position
monitoring and margining system. The actual margining and position monitoring is done on-
line, on an intra-day basis using PRISM (Parallel Risk Management System) which is the real-
time position monitoring and risk management system. The risk of each trading and clearing
member is monitored on a real-time basis and alerts/disablement messages are generated if
the member crosses the set limits.
5.5.1 SPAN approach of computing initial margins
The objective of SPAN is to identify overall risk in a portfolio of futures and options contracts
for each member. The system treats futures and options contracts uniformly, while at the
same time recognizing the unique exposures associated with options portfolios like extremely
deep out-of-the-money short positions, inter-month risk and inter-commodity risk.
Because SPAN is used to determine performance bond requirements (margin requirements),

its overriding objective is to determine the largest loss that a portfolio might reasonably be
expected to suffer from one day to the next day.
In standard pricing models, three factors most directly affect the value of an option at a given
point in time:
1. Underlying market price
2. Volatility (variability) of underlying instrument
3. Time to expiration
As these factors change, so too will the value of futures and options maintained within a
portfolio. SPAN constructs sixteen scenarios of probable changes in underlying prices and
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volatilities in order to identify the largest loss a portfolio might suffer from one day to the
next. It then sets the margin requirement at a level sufficient to cover this one-day loss.
The computation of worst scenario loss has two components. The first is the valuation of each
contract under sixteen scenarios. The second is the application of these scenario contract
values to the actual positions in a portfolio to compute the portfolio values and the worst
scenario loss. The scenario contract values are updated at least 5 times in the day, which may
be carried out by taking prices at the start of trading, at 11:00 a.m., at 12:30 p.m., at 2:00
p.m., and at the end of the trading session.
5.5.2 Mechanics of SPAN
The results of complex calculations (e.g. the pricing of options) in SPAN are called risk arrays.
Risk arrays, and other necessary data inputs for margin calculation are then provided to
members on a daily basis in a file called the SPAN Risk Parameter file. Members can apply the
data contained in the risk parameter files, to their specific portfolios of futures and options
contracts, to determine their SPAN margin requirements. SPAN has the ability to estimate risk
for combined futures and options portfolios, and re-value the same under various scenarios
of changing market conditions.
Risk arrays
The SPAN risk array represents how a specific derivative instrument (for example, an option
on NIFTY index at a specific strike price) will gain or lose value, from the current point in time
to a specific point in time in the near future, for a specific set of market conditions which may
occur over this time duration.
The results of the calculation for each risk scenario i.e. the amount by which the futures and
options contracts will gain or lose value over the look-ahead time under that risk scenario
- is called the risk array value for that scenario. The set of risk array values for each futures
and options contract under the full set of risk scenarios, constitutes the risk array for that
contract.
In the risk array, losses are represented as positive values, and gains as negative values. Risk
array values are represented in Indian Rupees, the currency in which the futures or options
contract is denominated.
Risk scenarios
The specific set of market conditions evaluated by SPAN, are called the risk scenarios, and
these are defined in terms of:
1. How much the price of the underlying instrument is expected to change over one
trading day, and
2. How much the volatility of that underlying price is expected to change over one
trading day.
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SPAN further uses a standardized definition of the risk scenarios, defined in terms of:
1. The underlying price scan range or probable price change over a one day period,
and
2. The underlying price volatility scan range or probable volatility change of the underlying
over a one day period.
The below table gives the sixteen risk scenarios. +1 refers to increase in volatility and -1
refers to decrease in volatility.
Table : Worst scenario loss
Risk scenario Price move in Volatility move Fraction of loss

number multiples of price multiples of considered (%)
scan range volatility range
1 0 +1 100
2 0 -1 100
3 +1/3 +1 100
4 +1/3 -1 100
5 -1/3 +1 100
6 -1/3 -1 100
7 +2/3 +1 100
8 +2/3 -1 100
9 -2/3 +1 100
10 -2/3 -1 100
11 +1 +1 100
12 +1 -1 100
13 -1 +1 100
14 -1 -1 100
15 +2 0 35
16 -2 0 35
Method of computation of volatility
The exponential moving average method is used to obtain the volatility estimate every day.
The estimate at the end of day t, σ t is estimated using the previous day’s volatility estimate
σ t-1 (as at the end of day t-1), and the return rt observed in the futures market on day t.
where is a parameter which determines how rapidly volatility estimates change. A value of
0.94 is used for
SPAN uses the risk arrays to scan probable underlying market price changes and probable
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volatility changes for all contracts in a portfolio, in order to determine value gains and losses
at the portfolio level. This is the single most important calculation executed by the system.
Scanning risk charge
As shown in the table giving the sixteen standard risk scenarios, SPAN starts at the last
underlying market settlement price and scans up and down three even intervals of price
changes (price scan range). At each price scan point, the program also scans up and down
a range of probable volatility from the underlying market’s current volatility (volatility scan
range). SPAN calculates the probable premium value at each price scan point for volatility up
and volatility down scenario. It then compares this probable premium value to the theoretical
premium value (based on last closing value of the underlying) to determine profit or loss.
Deep-out-of-the-money short options positions pose a special risk identification problem. As

they move towards expiration, they may not be significantly exposed to “normal” price moves
in the underlying. However, unusually large underlying price changes may cause these options
to move into-the-money, thus creating large losses to the holders of short option positions. In
order to account for this possibility, two of the standard risk scenarios in the risk array, Number
15 and 16, reflect an “extreme” underlying price movement, currently defined as double the
maximum price scan range for a given underlying. However, because price changes of these
magnitudes are rare, the system only covers 35% of the resulting losses.
After SPAN has scanned the 16 different scenarios of underlying market price and volatility
changes, it selects the largest loss from among these 16 observations. This “largest reasonable
loss” is the scanning risk charge for the portfolio.
Calendar spread margin
A calendar spread is a position in an underlying with one maturity which is hedged by an

offsetting position in the same underlying with a different maturity: for example, a short
position in a July futures contract on Reliance and a long position in the August futures contract
on Reliance is a calendar spread. Calendar spreads attract lower margins because they are
not exposed to market risk of the underlying. If the underlying rises, the July contract would
make a loss while the August contract would make a profit.
As SPAN scans futures prices within a single underlying instrument, it assumes that price
moves correlate perfectly across contract months. Since price moves across contract months
do not generally exhibit perfect correlation, SPAN adds an calendar spread charge (also called
the inter-month spread charge) to the scanning risk charge associated with each futures
and options contract. To put it in a different way, the calendar spread charge covers the
calendar basis risk that may exist for portfolios containing futures and options with different
expirations.
For each futures and options contract, SPAN identifies the delta associated each futures and
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option position, for a contract month. It then forms spreads using these deltas across contract
months. For each spread formed, SPAN assesses a specific charge per spread which constitutes
the calendar spread charge.
The margin for calendar spread is calculated on the basis of delta of the portfolio in each
month. Thus a portfolio consisting of a near month option with a delta of 100 and a far month
option with a delta of 100 would bear a spread charge equivalent to the calendar spread
charge for a portfolio which is long 100 near month futures contract and short 100 far month
futures contract. A calendar spread position on Exchange traded equity derivatives may be
granted calendar spread treatment till the expiry of the near month contract.
Margin on calendar spreads is levied at 0.5% per month of spread on the far month contract
of the spread subject to a minimum margin of 1% and a maximum margin of 3% on the far
month contract of the spread.
Short option minimum margin
Short options positions in extremely deep-out-of-the-money strikes may appear to have little
or no risk across the entire scanning range. However, in the event that underlying market
conditions change sufficiently, these options may move into-the-money, thereby generating
large losses for the short positions in these options. To cover the risks associated with deep-
out-of-the-money short options positions, SPAN assesses a minimum margin for each short
option position in the portfolio called the short option minimum charge, which is set by the
NSCCL. The short option minimum charge serves as a minimum charge towards margin
requirements for each short position in an option contract.
For example, suppose that the short option minimum charge is Rs.50 per short position. A
portfolio containing 20 short options will have a margin requirement of at least Rs. 1,000,
even if the scanning risk charge plus the calendar spread charge on the position is only Rs.
500.
The short option minimum margin equal to 3% of the notional value of all short index options
is charged if sum of the worst scenario loss and the calendar spread margin is lower than
the short option minimum margin. For stock options it is equal to 7.5% of the notional value
based on the previous days closing value of the underlying stock. Notional value of option
positions is calculated on the short option positions by applying the last closing price of the
relevant underlying.
Net option value
The net option value is calculated as the current market value of the option times the number
of option units (positive for long options and negative for short options) in the portfolio.
Net option value is added to the liquid net worth of the clearing member. This means that the
current market value of short options are deducted from the liquid net worth and the market
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value of long options are added thereto. Thus mark to market gains and losses on option
positions get adjusted against the available liquid net worth.
Net buy premium
To cover the one day risk on long option positions (for which premium shall be payable on
T+1 day), net buy premium to the extent of the net long options position value is deducted
from the Liquid Networth of the member on a real time basis. This would be applicable only
for trades done on a given day. The net buy premium margin shall be released towards the
Liquid Networth of the member on T+1 day after the completion of pay-in towards premium
settlement.
Overall portfolio margin requirement
The total margin requirements for a member for a portfolio of futures and options contract
would be computed by SPAN as follows:
1. Adds up the scanning risk charges and the calendar spread charges.
2. Compares this figure to the short option minimum charge and selects the larger of
the two. This is the SPAN risk requirement.
3. Total SPAN margin requirement is equal to SPAN risk requirement less the net option
value, which is mark to market value of difference in long option positions and short
option positions.
4. Initial margin requirement = Total SPAN margin requirement + Net Buy Premium.
5.5.3 Cross Margining
Cross margining benefit is provided for off-setting positions at an individual client level in
equity and equity derivatives segment. The cross margin benefit is provided on following
offsetting positions-
a. Index Futures and constituent Stock Futures positions in F&O segment
b. Index futures position in F&O segment and constituent stock positions in CM
segment
c. Stock futures position in F&O segment and stock positions in CM segment
1. In order to extend the cross margining benefit as per (a) and (b) above, the
basket of constituent stock futures/ stock positions needs to be a complete
replica of the index futures.
2. The positions in F&O segment for stock futures and index futures of the same
expiry month are eligible for cross margining benefit.
3. The position in a security is considered only once for providing cross margining
benefit. E.g. Positions in Stock Futures of security A used to set-off against index
futures positions is not considered again if there is a off-setting positions in the
security A in Cash segment.
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4. Positions in option contracts are not considered for cross margining benefit.
The positions which are eligible for offset are subjected to spread margins. The spread margins
shall be 25% of the applicable upfront margins on the offsetting positions.
Prior to the implementation of a cross margining mechanism positions in the equity and
equity derivatives segment were been treated separately, despite being traded on the
common underlying securities in both the segments. For example, Mr. X bought 100 shares
of a security A in the capital market segment and sold 100 shares of the same security in
single stock futures of the F&O segment. Margins were payable in the capital market and F&O
segments separately. If the margins payable in the capital market segment is Rs.100 and in
the F&O segment is Rs.140, the total margin payable by Mr. X is Rs.240. The risk arising out
of the open position of Mr. X in the capital market segment is significantly mitigated by the
corresponding off-setting position in the F&O segment. Cross margining mechanism reduces
the margin for Mr. X from Rs. 240 to only Rs. 60.
Trading Member-wise Position Limit
Trading member position limits are specified as given below:
1. Trading member position limits in equity index option contracts: The trading member
position limits in equity index option contracts is higher of Rs.500 crore or 15% of
the total open interest in the market in equity index option contracts. This limit is
applicable on open positions in all option contracts on a particular underlying index.
2. Trading member position limits in equity index futures contracts: The trading member
position limits in equity index futures contracts is higher of Rs.500 crore or 15% of
the total open interest in the market in equity index futures contracts. This limit is
applicable on open positions in all futures contracts on a particular underlying index.
3. Trading member position limits for combined futures and options position:
• For stocks having applicable market-wise position limit(MWPL) of Rs.500 crores

or more, the combined futures and options position limit is 20% of applicable
MWPL or Rs.300 crores, whichever is lower and within which stock futures
position cannot exceed 10% of applicable MWPL or Rs.150 crores, whichever is
lower.
• For stocks having applicable market-wise position limit (MWPL) less than Rs.500
crores, the combined futures and options position limit is 20% of applicable
MWPL and futures position cannot exceed 20% of applicable MWPL or Rs.50 crore
which ever is lower. The Clearing Corporation shall specify the trading member-
wise position limits on the last trading day month which shall be reckoned for the
purpose during the next month.
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Client level position limits
The gross open position for each client, across all the derivative contracts on an underlying,
should not exceed 1% of the free float market capitalization (in terms of number of shares)
or 5% of the open interest in all derivative contracts in the same underlying stock (in terms
of number of shares) whichever is higher.
Market wide position limits
The market wide limit of open position (in terms of the number of underlying stock) on
futures and option contracts on a particular underlying stock is 20% of the number of shares
held by non-promoters in the relevant underlying security i.e. free–float holding. This limit is
applicable on all open positions in all futures and option contracts on a particular underlying
stock. The enforcement of the market wide limits is done in the following manner:
• At end of the day the exchange tests whether the market wide open interest for any
scrip exceeds 95% of the market wide position limit for that scrip. In case it does so,
the exchange takes note of open position of all client/TMs as at end of that day for
that scrip and from next day onwards they can trade only to decrease their positions
through offsetting positions.
• At the end of each day during which the ban on fresh positions is in force for any scrip,
the exchange tests whether any member or client has increased his existing positions
or has created a new position in that scrip. If so, that client is subject to a penalty
equal to a specified percentage (or basis points) of the increase in the position (in
terms of notional value). The penalty is recovered before trading begins next day. The
exchange specifies the percentage or basis points, which is set high enough to deter
violations of the ban on increasing positions.
• The normal trading in the scrip is resumed after the open outstanding position comes
down to 80% or below of the market wide position limit. Further, the exchange also
checks on a monthly basis, whether a stock has remained subject to the ban on new
position for a significant part of the month consistently for three months. If so, then
the exchange phases out derivative contracts on that underlying.
The performance of derivatives markets can be analysed on the basis of various parameters
like prices, turnover, open interest and cost of carry. The interplay of prices, volumes and open
interest indicates the health of the market. Generally, if prices, volumes and open interest
are rising, the market is healthy. If the prices are rising, while volume and open interest are
falling, then the market is weakening.
Open Interest
Open interest is the total number of outstanding contracts that are held by market participants
at the end of each day. Putting it simply, open interest is a measure of how much interest
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is there in a particular option or future. Increasing open interest means that fresh funds are
flowing in the market, while declining open interest means that the market is liquidating.
Implied Interest Rate
In the futures market, implied interest rate or cost of carry is often used inter-changeably.
Cost of carry is more appropriately used for commodity futures, as by definition it means
the total costs required to carry a commodity or any other good forward in time. The costs
involved are storage cost, insurance cost, transportation cost, and the financing cost. In case
of equity futures, the carry cost is the cost of financing minus the dividend returns. Assuming
zero dividend, the only relevant factor is the cost of financing.
One could work out the implied interest rate incorporated in futures prices, which is the
percentage difference between the future value of an index and the spot value, annualised
on the basis of the number of days before the expiry of the contract. Carry cost or implied
interest rate plays an important role in determining the price differential between the spot and
the futures market. By comparing the implied interest rate and the existing interest rate level,
one can determine the relative cost of futures’ market price. Implied interest rate is also a
measure of profitability of an arbitrage position. Theoretically, if the futures price is less than
the spot price plus cost of carry or if the futures price is greater than the spot price plus cost
of carry, arbitrage opportunities exist.
Nifty futures close prices for the near month contracts, which are most liquid, and the spot
Nifty close values from June 2000 to June 2001. The difference between the future price
and the spot price is called basis. As the time to expiration of a contract reduces, the basis
reduces.
Implied Volatility
Volatility is one of the important factors, which is taken into account while pricing options. It is
a measure of the amount and speed of price changes, in either direction. Everybody would like
to know what future volatility is going to be. Since it is not possible to know future volatility,
one tries to estimate it. One way to do this is to look at historical volatility over a certain
period of time and try to predict the future movement of the underlying. Alternatively, one
could work out implied volatility by entering all parameters into an option pricing model and
then solving for volatility. For example, the Black Scholes model solves for the fair price of the
option by using the following parameters – days to expiry, strike price, spot price, volatility
of underlying, interest rate, and dividend. This model could be used in reverse to arrive at
implied volatility by putting the current price of the option prevailing in the market.
Putting it simply, implied volatility is the market’s estimate of how volatile the underlying
will be from the present until the option’s expiration, and is an important input for pricing
options - when volatility is high, options premiums are relatively expensive; when volatility
is low, options premiums are relatively cheap. However, implied volatility estimate can be
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biased, especially if they are based upon options that are thinly traded. Options trading was
introduced at NSE only in June 2001. The data points are therefore quite limited to enable
meaningful estimates of implied volatility.
MODEL QUESTIONS
Ques.1 The underlying asset of a derivative contract can be ______.
(a) only equity (b) only interest rate
(c) only commodities (d) all of the above
Correct answer: (d)
Ques.2 The losses of option buyer are ______.

(a) unlimited
(b) limited to the extent of premium paid
(c) generally larger than the premium paid
(d) None of the above
Correct answer: (b)
Ques.3 In the F&O trading system, execution priority of orders stored in the order book is
based on:
(a) Time price priority (i.e. first priority is given to the time of the order entry)
(b) Price time priority(i.e. first priority is given to the price of the order entry)
(c) Both price and time is given equal priority
(d) The first order which comes to the system will get executed first irrespective of
the price of the order.
Correct Answer: (b)
Ques:4 The minimum tick for an index options contract is:

(a) 0.01 Paise (b) 0.05 Paise
(c) 0.10 Paise (d) 0.50 Paise
Correct Answer: (b)
Ques:5 The stock options contracts traded at NSE are of ______.

(a) American Style (b) Asian Style
(c) Indian Style (d) European Style
Correct answer: (d)
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Ques:6 The trading cycle for Index futures contracts may be described as:
(a) The contracts with a maximum of three month trading cycle-the near month
(one), the next month (two) and the far month (three).
(b) The contracts with a maturity period of one year with three months continuous
contracts for the first three months and fixed quarterly contracts for the entire
year
(c) The contracts with a maturity period of one year, with fixed quarterly contracts
only.
(d) None of the above.
Correct answer: (a)
Ques:7 Which of the following is false regarding the eligibility of a stock to be traded in the
F&O segment?
(a) The stock shall be chosen from amongst the top 500 stock in terms of average
daily market capitalisation and average daily traded value in the previous six
month on a rolling basis.
(b) For a security to be added in the F&O segment that stock’s median quarter-
sigma order size over the last six months shall be at least Rs.1 lakh.
(c) Once a security is introduced for trading in the derivatives segment, it will
continue to be eligible for trading in derivatives segment, even if the median
quarter-sigma order size of the security is less than Rs.5 lakh continuously.
(d) For unlisted companies coming out with initial public offering, if the net public
offer is Rs.500 crore or more, then the exchanges may consider introducing
stock options and stock futures on such stocks at the time of its listing in the
cash market.
Correct answer: (c)
Ques:8 According to the Standard Pricing Models, what are the factors that affect value of an
option at a given point in time?
(a) Underlying Market Price
(b) Volatility (variability) of underlying instrument
(c) Time to Expiration
(d) All of the above
Correct answer: (d)
Ques:9 For which of the following derivative products/instruments trading facilities on the
F&O segment of NSE are not provided currently?
(a) Index options (b) Individual stock futures
(c) Interest rate futures (d) Currency Swaps.
Current answer: (d)
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Ques:10 Which of the following order type/condition is not available in the F&O trading system
at NSE?
(a) Market If Touched (MIT) (b) Day order
(c) Immediate or Cancel (IOC) (d) Stop-Loss orders.
Correct answer: (a)
Ques:11 Mr. Paul has placed a stop–loss buy order for the security XYZ Ltd, in the F&O
trading system. The following are the details of the order: the trigger price is kept at
Rs.1027.00 and the limit price is kept at Rs.1030.00. This order will be released into
the system in which of the following scenarios:
(a) The market price of the security reaches or exceeds Rs.1027.00
(b) Only if the market price of the security reaches or exceeds Rs.1030.00
(c) Only if the market price of the security falls below Rs.1027.00
(d) The market price of the security reaches or exceeds Rs.1024.00
Correct answer: (a)
Ques:12 Revenue securities Ltd., a trading member in F&O segment has executed a client trade
in options segment. Given the following details of the trade, what is the maximum
brokerage the trading member can charge from the client for the above trade?
The Strike price of the contract is 250, Traded premium is 10 and The traded quantity
is 800.
(a) Rs.520 (b) Rs.200
(c) Rs.5000 (d) Rs.5200
Correct answer: (d)
Ques:13 Spot value of Nifty is 1240. An investor buys a one month Nifty 1255 call option for
a premium of Rs. 7. The option is said to be _________.
(a) in-the-money (b) at-the-money
(c) out-of-the-money (d) above-the money
Correct answer: (c)
Ques:14 A stock is current selling at Rs.70. The call option to buy the stock at Rs. 65 costs
Rs. 12. What is the time value of the option?
(a) Rs. 7 (b) Rs. 5
(c) Rs. 4 (d) Rs. 2
Correct answer: (a)
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CHAPTER 6: REGULATORY FRAMEWORK
This chapter deals with legislative and regulatory provisions relevant for Securities Market in
India.
Legislations
The five main legislations governing the securities market are:(a) the Securities Contracts
(Regulation) Act, 1956, preventing undesirable transactions in securities by regulating the
business of dealing in securities; (b) the Companies Act, 1956, which is a uniform law relating
to companies throughout India; (c) the SEBI Act, 1992 for the protection of interests of
investors and for promoting development of and regulating the securities market; (d) the
Depositories Act, 1996 which provides for electronic maintenance and transfer of ownership
of dematerialised securities and (e) the Prevention of Money Laundering Act, 2002 which
prevents money laundering and provides for confiscation of property derived from or involved
in money laundering.
Rules and Regulations
The Government has framed rules under the SC(R)A, SEBI Act and the Depositories Act.
SEBI has framed regulations under the SEBI Act and the Depositories Act for registration and
regulation of all market intermediaries, for prevention of unfair trade practices, insider trading,
etc. Under these Acts, Government and SEBI issue notifications, guidelines, and circulars, which
need to be complied with by market participants. The self-regulatory organizations (SROs)
like stock exchanges have also laid down their rules and regulations for market participants.
Regulators
The regulators ensure that the market participants behave in a desired manner so that the
securities market continue to be a major source of finance for corporates and government and
the interest of investors are protected. The responsibility for regulating the securities market
is shared by Department of Economic Affairs (DEA), Department of Company Affairs (DCA),
Reserve Bank of India (RBI), Securities and Exchange Board of India (SEBI) and Securities
Appellate Tribunal (SAT).
6.1 SECURITIES CONTRACTS (REGULATION) ACT, 1956

The Securities Contracts (Regulation) Act, 1956 [SC(R)A] provides for direct and indirect
control of virtually all aspects of securities trading and the running of stock exchanges and
aims to prevent undesirable transactions in securities. It gives Central Government regulatory
jurisdiction over (a) stock exchanges through a process of recognition and continued supervision,
(b) contracts in securities, and (c) listing of securities on stock exchanges. All the three are
discussed subsequently in this section. The SC(R)A, 1956 was enacted to prevent undesirable
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transactions in securities by regulating the business of dealing therein and by providing for
certain other matters connected therewith. This is the principal Act, which governs the trading
of securities in India. As a condition of recognition, a stock exchange complies with conditions
prescribed by Central Government. Organised trading activity in securities takes place on a
recognised stock exchange.
Key Definitions
1. Recognised Stock Exchange means a stock exchange, which is for the time being
recognised by the Central Government under Section 4 of the SC(R)A.
2. Stock Exchange means –
(a) any body of individuals, whether incorporated or not, constituted before

corporatisation and demutualization under sections 4A and 4B, or
(b) a body corporate incorporated under the Companies Act, 1956 (1 of 1956)
whether under a scheme of corporatisation and demutualization or otherwise,
for the purpose of assisting, regulating or controlling the business of buying,

selling or dealing in securities.
3. Securities: As per Section 2(h), the term “securities” include-
(i) shares, scrips, stocks, bonds, debentures, debenture stock or other marketable
securities of a like nature in or of any incorporated company or other body
corporate,
(ii) derivative,
(iii) units or any other instrument issued by any collective investment scheme to the
investors in such schemes,
(iv) Security receipts as defined in clause (zg) of section 2 of the Securisation and
Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002
(SARFAESI)
(v) units or any other such instrument issued to the investors under any mutual
fund scheme,
(vi) any certificate or instrument issued to an investor by any issuer being a special
purpose distinct entity which possesses any debt or receivable, including
mortgage debt, assigned to such entity, and acknowledging beneficial interest of
such investor in such debt or receivable, including mortgage debt, as the case
maybe.
(vii) government securities,
(viii) such other instruments as may be declared by the Central Government to be

securities, and
(ix) rights or interests in securities.
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4. Derivatives: As per section 2(aa), “Derivative” includes-
A. a security derived from a debt instrument, share, loan whether secured or

unsecured, risk instrument or contract for differences or any other form of
security;
B. a contract which derives its value from the prices, or index of prices, of underlying
securities;
Further, Section 18A provides that notwithstanding anything contained in any

other law for the time being in force, contracts in derivative shall be legal and
valid if such contracts are (i) traded on a recognised stock exchange; and (ii)
settled on the clearing house of the recognised stock exchange, in accordance
with the rules and bye-laws of such stock exchanges, in accordance with the
rules and bye-laws of such stock exchange.
5. Spot delivery contract has been defined in Section 2(i) to mean a contract which
provides for-
(a) actual delivery of securities and the payment of a price therefor either on the
same day as the date of the contract or on the next day, the actual period taken
for the despatch of the securities or the remittance of money therefor through
the post being excluded from the computation of the period aforesaid if the
parties to the contract do not reside in the same town or locality;
(b) transfer of the securities by the depository from the account of a beneficial
owner to the account of another beneficial owner when such securities are dealt
with by a depository.
As mentioned earlier, the SC(R)A, 1956 deals with-
1. stock exchanges, through a process of recognition and continued supervision,

2. contracts & options in securities, and
3. listing of securities on stock exchanges.
1. Recognition of stock exchanges
By virtue of the provisions of the Act, the business of dealing in securities cannot be carried
out without registration from SEBI. Any Stock Exchange which is desirous of being recognised
has to make an application under Section 3 of the Act to SEBI, which is empowered to grant
recognition and prescribe conditions. This recognition can be withdrawn in the interest of the
trade or public.
Section 4A of the Act was added in the year 2004 for the purpose of corporatisation and
demutualisation of stock exchange. Under section 4A of the Act, SEBI by notification in
the official gazette may specify an appointed date on and from which date all recognised
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stock exchanges have to corporatise and demutualise their stock exchanges. Each of the
Recognised stock exchanges which have not already being corporatised and demutualised by
the appointed date are required to submit a scheme for corporatisation and demutualization
for SEBI’s approval. After receiving the scheme SEBI may conduct such enquiry and obtain
such information as be may be required by it and after satisfying that the scheme is in the
interest of the trade and also in the public interest, SEBI may approve the scheme.
SEBI is authorised to call for periodical returns from the recognised Stock Exchanges and
make enquiries in relation to their affairs. Every Stock Exchange is obliged to furnish annual
reports to SEBI. Recognised Stock Exchanges are allowed to make bylaws for the regulation
and control of contracts but subject to the previous approval of SEBI and SEBI has the power
to amend the said bylaws. The Central Government and SEBI have the power to supersede
the governing body of any recognised stock exchange. The Central Government and SEBI also
have power to suspend the business of the recognised stock exchange to meet any emergency
as and when it arises, by notifying in the official gazette.
2. Contracts and Options in Securities
Organised trading activity in securities takes place on a recognised stock exchange. If the
Central Government is satisfied, having regard to the nature or the volume of transactions in
securities in any State or States or area, that it is necessary so to do, it may, by notification
in the Official Gazette, declare provisions of section 13 to apply to such State or States or
area, and thereupon every contract in such State or States or area which is entered into after
date of the notification otherwise than between members of a recognised stock exchange or
recognised in stock exchanges in such State or States or area or through or with such member
shall be illegal. The effect of this provision clearly is that if a transaction in securities has to be
validly entered into, such a transaction has to be either between the members of a recognised
stock exchange or through a member of a Stock Exchange.
3. Listing of Securities
Where securities are listed on the application of any person in any recognised stock exchange,
such person shall comply with the conditions of the listing agreement with that stock exchange
(Section 21). Where a recognised stock exchange acting in pursuance of any power given to
it by its bye-laws, refuses to list the securities of any company, the company shall be entitled
to be furnished with reasons for such refusal and the company may appeal to Securities
Appellate Tribunal (SAT) against such refusal.
Delisting of Securities
A recognised stock exchange may delist the securities of any listed companies on such
grounds as are prescribed under the Act. Before delisting any company from its exchange,
the recognised stock exchange has to give the concerned company a reasonable opportunity
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of being heard and has to record the reasons for delisting that concerned company. The
concerned company or any aggrieved investor may appeal to SAT against such delisting.
(Section 21A)
6.2 Securities Contracts (Regulation) Rules, 1957

The Central Government has made Securities Contracts (Regulation) Rules, 1957, in the
exercise of the powers conferred by section 30 of SC(R) Act., 1956 for carrying out the
purposes of that Act. The powers under the SC(R)R, 1957 are exercisable by SEBI.
Contracts between members of recognised stock exchange
All contracts between the members of a recognised stock exchange shall be confirmed in
writing and shall be enforced in accordance with the rules and bye-laws of the stock exchange
of which they are members (Rule 9).
Books of account and other documents to be maintained and preserved by every

member of a recognised stock exchange :
(i) Every member of a recognised stock exchange shall maintain and preserve the
following books of account and documents for a period of five years:
(a) Register of transactions (Sauda book).
(b) Clients’ ledger.
(c) General ledger.
(d) Journals.
(e) Cash book.
(f) Bank pass-book.
(g) Documents register showing full particulars of shares and securities received and
delivered.
(2) Every member of a recognised stock exchange shall maintain and preserve the
following documents for a period of two years:
(a) Member’s contract books showing details of all contracts entered into by him with
other members of the same exchange or counter-foils or duplicates of memos of
confirmation issued to such other members.
(b) Counter-foils or duplicates of contract notes issued to clients.
(c) Written consent of clients in respect of contracts entered into as principals.
(Rule 15)
6.3 Securities and Exchange Board of India Act, 1992
Capital Issues (Control) Act, 1947
The Act had its origin during the war in 1943 when the objective was to channel resources to
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support the war effort. It was retained with some modifications as a means of controlling the
raising of capital by companies and to ensure that national resources were channelled into
proper lines, i.e., for desirable purposes to serve goals and priorities of the government, and
to protect the interests of investors. Under the Act, any firm wishing to issue securities had to
obtain approval from the Central Government, which also determined the amount, type and
price of the issue.
As a part of the liberalisation process was the repeal of the Capital Issues (Control) Act, 1947,
in May 1992. With this, Government’s control over issues of capital, pricing of the issues, fixing
of premia and rates of interest on debentures etc. ceased, and the office which administered
the Act was abolished: the market was allowed to allocate resources to competing uses.
However, to ensure effective regulation of the market, SEBI Act, 1992 was enacted to establish
SEBI with statutory powers for:
(a) protecting the interests of investors in securities,
(b) promoting the development of the securities market, and
(c) regulating the securities market.
Its regulatory jurisdiction extends over companies listed on Stock Exchanges and companies
intending to get their securities listed on any recognized stock exchange in the issuance of
securities and transfer of securities, in addition to all intermediaries and persons associated
with securities market. SEBI can specify the matters to be disclosed and the standards of
disclosure required for the protection of investors in respect of issues; can issue directions
to all intermediaries and other persons associated with the securities market in the interest
of investors or of orderly development of the securities market; and can conduct enquiries,
audits and inspection of all concerned and adjudicate offences under the Act.
In short, it has been given necessary autonomy and authority to regulate and develop an
orderly securities market. All the intermediaries and persons associated with securities
market, viz., brokers and sub-brokers, underwriters, merchant bankers, bankers to the
issue, share transfer agents and registrars to the issue, depositories, Participants, portfolio
managers, debentures trustees, foreign institutional investors, custodians, venture capital
funds, mutual funds, collective investments schemes, credit rating agencies, etc., shall be
registered with SEBI and shall be governed by the SEBI Regulations pertaining to respective
market intermediary.
Constitution of SEBI
The Central Government has constituted a Board by the name of SEBI under Section 3 of
SEBI Act. The head office of SEBI is in Mumbai. SEBI may establish offices at other places in
India.
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SEBI consists of the following members, namely:-
(a) a Chairman;
(b) two members from amongst the officials of the Ministry of the Central Government
dealing with Finance and administration of Companies Act, 1956;
(c) one member from amongst the officials of the Reserve Bank of India;
(d) five other members of whom at least three shall be whole time members to be
appointed by the Central Government.
The general superintendence, direction and management of the affairs of SEBI vests in a
Board of Members, which exercises all powers and do all acts and things which may be
exercised or done by SEBI.
The Chairman also have powers of general superintendence and direction of the affairs of the
Board and may also exercise all powers and do all acts and things which may be exercised or
done by the Board.
The Chairman and members referred to in (a) and (d) above shall be appointed by the Central
Government and the members referred to in (b) and (c) shall be nominated by the Central
Government and the Reserve Bank respectively.
The Chairman and the other members are from amongst the persons of ability, integrity and
standing who have shown capacity in dealing with problems relating to securities market or
have special knowledge or experience of law, finance, economics, accountancy, administration
or in any other discipline which, in the opinion of the Central Government, shall be useful to
SEBI.
Functions of SEBI
SEBI has been obligated to protect the interests of the investors in securities and to promote
and development of, and to regulate the securities market by such measures as it thinks fit.
The measures referred to therein may provide for:-
(a) regulating the business in stock exchanges and any other securities markets;
(b) registering and regulating the working of stock brokers, sub-brokers, share transfer
agents, bankers to an issue, trustees of trust deeds, registrars to an issue, merchant
bankers, underwriters, portfolio managers, investment advisers and such other
intermediaries who may be associated with securities markets in any manner;
(c) registering and regulating the working of the depositories, participants, custodians
of securities, foreign institutional investors, credit rating agencies and such other
intermediaries as SEBI may, by notification, specify in this behalf;
(d) registering and regulating the working of venture capital funds and collective
investment schemes including mutual funds;
(e) promoting and regulating self-regulatory organisations;
(f) prohibiting fraudulent and unfair trade practices relating to securities markets;
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(g) promoting investors’ education and training of intermediaries of securities markets;
(h) prohibiting insider trading in securities;
(i) regulating substantial acquisition of shares and take-over of companies;
(j) calling for information from, undertaking inspection, conducting inquiries and audits
of the stock exchanges, mutual funds, other persons associated with the securities
market, intermediaries and self- regulatory organisations in the securities market;
(k) calling for information and record from any bank or any other authority or board or
corporation established or constituted by or under any Central, State or Provincial Act
in respect of any transaction in securities which is under investigation or inquiry by
the Board;
(l) performing such functions and exercising according to Securities Contracts (Regulation)
Act, 1956, as may be delegated to it by the Central Government;
(m) levying fees or other charges for carrying out the purpose of this section;
(n) conducting research for the above purposes;
(o) calling from or furnishing to any such agencies, as may be specified by SEBI, such
information as may be considered necessary by it for the efficient discharge of its
functions;
(p) performing such other functions as may be prescribed.
SEBI may, for the protection of investors, (a) specify, by regulations for (i) the matters
relating to issue of capital, transfer of securities and other matters incidental thereto; and (ii)
the manner in which such matters, shall be disclosed by the companies and (b) by general
or special orders : (i) prohibit any company from issuing of prospectus, any offer document,
or advertisement soliciting money from the public for the issue of securities, (ii) specify the
conditions subject to which the prospectus, such offer document or advertisement, if not
prohibited may be issued. (Section 11A).
SEBI may issue directions to any person or class of persons referred to in section 12, or
associated with the securities market or to any company in respect of matters specified in
section 11A. if it is in the interest of investors, or orderly development of securities market
to prevent the affairs of any intermediary or other persons referred to in section 12 being
conducted in a manner detrimental to the interests of investors or securities market to secure
the proper management of any such intermediary or person (Section 11B).
Registration of Intermediaries
The intermediaries and persons associated with securities market shall buy, sell or deal in
securities after obtaining a certificate of registration from SEBI, as required by Section 12:
1) Stock-broker,
2) Sub- broker,
3) Share transfer agent,
4) Banker to an issue,
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5) Trustee of trust deed,
6) Registrar to an issue,
7) Merchant banker,
8) Underwriter,
9) Portfolio manager,
10) Investment adviser
11) Depository,
12) Participant
13) Custodian of securities,
14) Foreign institutional investor,
15) Credit rating agency or
16) Collective investment schemes,
17) Venture capital funds,
18) Mutual fund, and
19) Any other intermediary associated with the securities market
6.4 SEBI (Stock Brokers & Sub-Brokers) Regulations, 1992

In terms of regulation 2(g), ‘small investor’ means any investor buying or selling securities
on a cash transaction for a market value not exceeding rupees fifty thousand in aggregate on
any day as shown in a contract note issued by the stock-broker.
Registration of Stock Broker
A stock broker applies in the prescribed format for grant of a certificate through the stock
exchange or stock exchanges, as the case may be, of which he is admitted as a member
(Regulation 3). The stock exchange forwards the application form to SEBI as early as possible
as but not later than thirty days from the date of its receipt.
SEBI takes into account for considering the grant of a certificate all matters relating to buying,
selling, or dealing in securities and in particular the following, namely, whether the stock
broker:
(a) is eligible to be admitted as a member of a stock exchange,
(b) has the necessary infrastructure like adequate office space, equipment and man
power to effectively discharge his activities,
(c) has any past experience in the business of buying, selling or dealing in securities,
(d) is subjected to disciplinary proceedings under the rules, regulations and bye-laws of a
stock exchange with respect to his business as a stock-broker involving either himself
or any of his partners, directors or employees, and
(e) is a fit and proper person.
SEBI on being satisfied that the stock-broker is eligible, grants a certificate to the stock-broker
and sends intimation to that effect to the stock exchange or stock exchanges, as the case may
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be. Where an application for grant of a certificate does not fulfill the requirements, SEBI may
reject the application after giving a reasonable opportunity of being heard.
Fees by stock brokers
Every applicant eligible for grant of a certificate shall pay such fees and in such manner as
specified in Schedule III or schedule IIIA, as the case may be.Provided that SEBI may on
sufficient cause being shown permit the stock-broker to pay such fees at any time before the
expiry of six months from the date for which such fees become due (Regulation 10). Where a
stock-broker fails to pay the fees, SEBI may suspend the registration certificate, whereupon
the stock- broker shall cease to buy, sell or deal in securities as a stock- broker.
Appointment of Compliance Officer
Every stock broker shall appoint a compliance officer who shall be responsible for monitoring
the compliance of the Act, rules and regulations, notifications, guidelines, instructions etc
issued by SEBI or the Central Government and for redressal of investors’ grievances. The
compliance officer shall immediately and independently report to SEBI any non-compliance
observed by him (Regulation 18A).
Code of conduct
The stock-broker holding a certificate at all times abides by the Code of Conduct as given
hereunder:
I. General
1. Integrity: A stock-broker, shall maintain high standards of integrity, promptitude
and fairness in the conduct of all his business.
2. Exercise of Due Skill and Care: A stock-broker, shall act with due skill, care and
diligence in the conduct of all his business.
3. Manipulation: A stock-broker shall not indulge in manipulative, fraudulent or
deceptive transactions or schemes or spread rumours with a view to distorting
market equilibrium or making personal gains.
4. Malpractices: A stock-broker shall not create false market either singly or in
concert with others or indulge in any act detrimental to the investors’ interest or
which leads to interference with the fair and smooth functioning of the market.
A stock-broker shall not involve himself in excessive speculative business in
the market beyond reasonable levels not commensurate with his financial
soundness.
5. Compliance with Statutory Requirements: A stock-broker shall abide by all the
provisions of the Act and the rules, regulations issued by the Government, SEBI
and the stock exchange from time to time as may be applicable to him.
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II. Duty to the investor
1. Execution of Orders: A stock-broker, in his dealings with the clients and the
general investing public, shall faithfully execute the orders for buying and selling
of securities at the best available market price and not refuse to deal with a
small investor merely on the ground of the volume of business involved. A stock-
broker shall promptly inform his client about the execution or non-execution of
an order, and make prompt payment in respect of securities sold and arrange for
prompt delivery of securities purchased by clients.
2. Issue of Contract Note: A stock-broker shall issue without delay to his client or
client of the sub-broker, as the case may be a contract note for all transactions
in the form specified by the stock exchange.
3. Breach of Trust: A stock-broker shall not disclose or discuss with any other
person or make improper use of the details of personal investments and other
information of a confidential nature of the client which he comes to know in his
business relationship.
4. Business and Commission:
(a) A stock-broker shall not encourage sales or purchases of securities with the
sole object of generating brokerage or commission.
(b) A stock-broker shall not furnish false or misleading quotations or give any
other false or misleading advice or information to the clients with a view of
inducing him to do business in particular securities and enabling himself to
earn brokerage or commission thereby.
5. Business of Defaulting Clients: A stock-broker shall not deal or transact business

knowingly, directly or indirectly or execute an order for a client who has failed to
carry out his commitments in relation to securities with another stock-broker.
6. Fairness to Clients: A stock-broker, when dealing with a client, shall disclose
whether he is acting as a principal or as an agent and shall ensure at the same
time that no conflict of interest arises between him and the client. In the event
of a conflict of interest, he shall inform the client accordingly and shall not seek
to gain a direct or indirect personal advantage from the situation and shall not
consider clients’ interest inferior to his own.
7. Investment Advice: A stock-broker shall not make a recommendation to any

client who might be expected to rely thereon to acquire, dispose of, retain any
securities unless he has reasonable grounds for believing that the recommendation
is suitable for such a client upon the basis of the facts, if disclosed by such
a client as to his own security holdings, financial situation and objectives of
such investment. The stock-broker should seek such information from clients,
wherever he feels it is appropriate to do so.
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7A. Investment Advice in publicly accessible media:
(a) A stock broker or any of his employees shall not render, directly or indirectly,
any investment advice about any security in the publicly accessible media,
whether real - time or non real-time, unless a disclosure of his interest
including the interest of his dependent family members and the employer
including their long or short position in the said security has been made,
while rendering such advice.
(b) In case, an employee of the stock broker is rendering such advice, he shall
also disclose the interest of his dependent family members and the employer
including their long or short position in the said security, while rendering
such advice.
8. Competence of Stock Broker: A stock-broker should have adequately trained

staff and arrangements to render fair, prompt and competent services to his
clients.
III. Stock-brokers vis-a-vis other stock-brokers
1. Conduct of Dealings: A stock-broker shall co-operate with the other contracting

party in comparing unmatched transactions. A stock-broker shall not knowingly
and willfully deliver documents which constitute bad delivery and shall co-operate
with other contracting parties for prompt replacement of documents which are
declared as bad delivery.
2. Protection of Clients Interests: A stock-broker shall extend fullest co-operation

to other stock-brokers in protecting the interests of his clients regarding their
rights to dividends, bonus shares, right shares and any other rights related to
such securities.
3. Transactions with Stock-Brokers: A stock-broker shall carry out his transactions

with other stock-brokers and shall comply with his obligations in completing the
settlement of transactions with them.
4. Advertisement and Publicity: A stock-broker shall not advertise his business

publicly unless permitted by the stock exchange.
5. Inducement of Clients: A stock-broker shall not resort to unfair means of inducing

clients from other stock- brokers.
6. False or Misleading Returns: A stock-broker shall not neglect or fail or refuse to

submit the required returns and not make any false or misleading statement on
any returns required to be submitted to the Board and the stock exchange.
IV. 1. A stock broker, shall enter into an agreement as specified by the Board with his
client.
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2. A stock broker shall also enter into an agreement as specified by the Board with
the client of the sub-broker.
Registration of Sub-Broker
An application by a sub-broker for the grant of a certificate is made in the prescribed format
accompanied by a recommendation letter from a stock-broker of a recognised stock exchange
with whom he is to be affiliated along with two references including one from his banker
(Regulation 11A). The application form is submitted to the stock exchange of which the stock-
broker with whom he is to be affiliated is a member.
The eligibility criteria for registration as a sub-broker are as follows:

(i) in the case of an individual:
(a) the applicant is not less than 21 years of age,
(b) the applicant has not been convicted of any offence involving fraud or
dishonesty,
(c) the applicant has atleast passed 12th standard equivalent examination from an
institution recognised by the Government, and
Provided that SEBI may relax the educational qualifications on merits having
regard to the applicant’s experience.
(d) the applicant is a fit and proper person.
(ii) In the case of partnership firm or a body corporate the partners or directors, as the
case may be, shall comply with the following requirements:
(a) the applicant is not less than 21 years of age,
(b) the applicant has not been convicted of any offence involving fraud or dishonesty,
and
(c) the applicant has atleast passed 12th standard equivalent examination from an
institution recognised by the Government.
Provided that SEBI may relax the educational qualifications on merits having
regard to the applicant’s experience.
The stock exchange on receipt of an application, verifies the information contained therein
and certifies that the applicant is eligible for registration. The stock exchange forwards the
application form of such applicants who comply with all the requirements specified in the
Regulations to SEBI as early as possible, but not later than thirty days from the date of its
receipt.
SEBI on being satisfied that the sub-broker is eligible, grants a certificate to the sub-broker
and sends intimation to that effect to the stock exchange or stock exchanges as the case
may be. SEBI grants a certificate of registration to the appellant subject to the terms and
conditions.
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Where an application does not fulfill the requirements, SEBI may reject the application after
giving a reasonable opportunity of being heard.
The sub-broker shall –

(a) pay the fees as specified in Schedule III,
(b) abide by the Code of Conduct specified in Schedule II,
(c) enter into an agreement with the stock-broker for specifying thescope of his authority
and responsibilities.
(d) comply with the rules, regulations and bye-laws of the stock exchange.
(e) not be affiliated to more than one stock broker of one stock exchange.
Code of conduct
The sub-broker at all times abides by the Code of Conduct as given hereunder:
I. General
1. Integrity: A sub-broker, shall maintain high standards of integrity, promptitude

and fairness in the conduct of all investment business.
2. Exercise of Due Skill and Care: A sub-broker, shall act with due skill, care and
diligence in the conduct of all investment business.
II. Duty to the Investor
1. Execution of Orders: A sub-broker, in his dealings with the clients and the general
investing public, shall faithfully execute the orders for buying and selling of
securities at the best available market price. A sub-broker shall promptly inform
his client about the execution or non-execution of an order.
2. A sub-broker shall render necessary assistance to his client in obtaining the

contract note from the stock-broker.
3. Breach of Trust: A sub-broker shall not disclose or discuss with any other
person or make improper use of the details of personal investments and other
information of a confidential nature of the client which he comes to know in his
business relationship.
4. Business and Commission:

a) A sub-broker shall not encourage sales or purchases of securities with the
sole object of generating brokerage or commission.
b) A sub-broker shall not furnish false or misleading quotations or give any
other false or misleading advice or information to the clients with a view of
inducing him to do business in particular securities and enabling himself to
earn brokerage or commission thereby.
c) A sub-broker shall not charge from his clients a commission exceeding one
and one-half of one percent of the value mentioned in the respective sale or
purchase notes.
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5. Business of Defaulting Clients: A sub-broker shall not deal or transact business
knowingly, directly or indirectly or execute an order for a client who has failed to
carry out his commitments in relation to securities and is in default with another
broker or sub-broker.
6. Fairness to Clients: A sub-broker, when dealing with a client, shall disclose that
he is acting as an agent ensuring at the same time, that no conflict of interest
arises between him and the client. In the event of a conflict of interest, he
shall inform the client accordingly and shall not seek to gain a direct or indirect
personal advantage from the situation and shall not consider clients’ interest
inferior to his own.
7. Investment Advice: A sub-broker shall not make a recommendation to any client

who might be expected to rely thereon to acquire, dispose of, retain any securities
unless he has reasonable grounds for believing that the recommendation is
suitable for such a client upon the basis of the facts, if disclosed by such a
client as to his own security holdings, financial situation and objectives of such
investment. The sub-broker should seek such information from clients, wherever
they feel it is appropriate to do so.
7A. Investment Advice in publicly accessible media-

(a) A sub-broker or any of his employees shall not render, directly and indirectly
any investment advice about any security in the publicly accessible media,
whether real-time or non-real-time, unless a disclosure of his interest
including his long or short position in the said security has been made, while
rendering such advice.
(b) In case, an employee of the sub-broker is rendering such advice, he shall
also disclose the interest of his dependent family members and the employer
including their long or short position in the said security, while rendering
such advice.
8. Competence of Sub-broker: A sub-broker should have adequately trained staff

and arrangements to render fair, prompt and competent services to his clients
and continuous compliance with the regulatory system.
III. Sub-Brokers vis-à-vis Stock Brokers
1. Conduct of Dealings: A sub-broker shall co-operate with his broker in comparing

unmatched transactions. A sub-broker shall not knowingly and willfully deliver
documents, which constitute bad delivery. A sub-broker shall co-operate with
other contracting party for prompt replacement of documents, which are declared
as bad delivery.
2. Protection of Clients Interests: A sub-broker shall extend fullest co-operation

to his stock-broker in protecting the interests of their clients regarding their
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rights to dividends, right or bonus shares or any other rights relatable to such
securities.
3. Transaction with Brokers: A sub-broker shall not fail to carry out his stock broking
transactions with his broker nor shall he fail to meet his business liabilities or
show negligence in completing the settlement of transactions with them.
4. Agreement between sub-broker, client of the sub-broker and main broker: A

sub-broker shall enter into a tripartite agreement with his client and with the
main stock broker specifying the scope of rights and obligations of the stock
broker, sub-broker and such client of the sub-broker.
5. Advertisement and Publicity: A sub-broker shall not advertise his business

publicly unless permitted by the stock exchange.
6. Inducement of Clients: A sub-broker shall not resort to unfair means of inducing

clients from other brokers.
IV. Sub-brokers vis-a-vis Regulatory Authorities
1. General Conduct: A sub-broker shall not indulge in dishonourable, disgraceful

or disorderly or improper conduct on the stock exchange nor shall he willfully
obstruct the business of the stock exchange. He shall comply with the rules, bye-
laws and regulations of the stock exchange.
2. Failure to give Information: A sub-broker shall not neglect or fail or refuse to

submit to SEBI or the stock exchange with which he is registered, such books,
special returns, correspondence, documents, and papers or any part thereof as
may be required.
3. False or Misleading Returns: A sub-broker shall not neglect or fail or refuse to

submit the required returns and not make any false or misleading statement on
any returns required to be submitted to SEBI or the stock exchanges.
4. Manipulation: A sub-broker shall not indulge in manipulative, fraudulent or
deceptive transactions or schemes or spread rumours with a view to distorting
market equilibrium or making personal gains.
5. Malpractices: A sub-broker shall not create false market either singly or in concert
with others or indulge in any act detrimental to the public interest or which leads
to interference with the fair and smooth functions of the market mechanism
of the stock exchanges. A sub-broker shall not involve himself in excessive
speculative business in the market beyond reasonable levels not commensurate
with his financial soundness.
6.5 SEBI (Prohibition of Insider Trading) Regulations, 1992

Insider trading is prohibited and is considered an offence vide SEBI (Insider Trading)
Regulations, 1992.
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The definitions of some of the important terms are given below :
‘Dealing in securities’ means an act of subscribing, buying, selling or agreeing to subscribe,

buy, sell or deal in any securities by any person either as principal or agent.
‘Insider’ means any person who, is or was connected with the company or is deemed to
have been connected with the company, and who is reasonably expected to have access to
unpublished price sensitive information in respect of securities of a company, or who has
received or has had access to such unpublished price sensitive information.
A “connected person” means any person who-
(i) is a director, as defined in clause (13) of section 2 of the Companies Act, 1956 of a
company, or is deemed to be a director of that company by virtue of sub-clause (10)
of section 307 of that Act, or
(ii) occupies the position as an officer or an employee of the company or holds a position
involving a professional or business relationship between himself and the company
whether temporary or permanent and who may reasonably be expected to have an
access to unpublished price sensitive information in relation to that company.
A person is ‘deemed to be a connected person’ if such person-
(i) is a company under the same management or group or any subsidiary company thereof
within the meaning of section (1B) of section 370, or sub-section (11) of section 372,
of the Companies Act, 1956 or sub-clause (g) of section 2 of the Monopolies and
Restrictive Trade Practices Act, 1969 as the case may be; or
(ii) is an intermediary as specified in section 12 of SEBI Act, 1992, Investment company,

Trustee Company, Asset Management Company or an employee or director thereof or
an official of a stock exchange or of clearing house or corporation;
(iii) is a merchant banker, share transfer agent, registrar to an issue, debenture trustee,
broker, portfolio manager, Investment Advisor, sub-broker, Investment Company or
an employee thereof, or, is a member of the Board of Trustees of a mutual fund or
a member of the Board of Directors of the Asset Management Company of a mutual
fund or is an employee thereof who have a fiduciary relationship with the company;
(iv) is a member of the Board of Directors, or an employee, of a public financial institution

as defined in Section 4A of the Companies Act, 1956;
(v) is an official or an employee of a self regulatory organisation recognised or authorised

by the Board of a regulatory body;
(vi) is a relative of any of the aforementioned persons;
(vii) is a banker of the company.
(viii) Relatives of the connected person; or
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(ix) is a concern, firm, trust, Hindu Undivided Family, company or association of persons
wherein any of the connected persons mentioned in sub-clause (i) of clause (c) of this
regulation or any of the persons mentioned in sub-clauses (vi), (vii) or (viii) of this
clause have more than 10% of the holding or interest
“Price sensitive information” means any information which relates directly or indirectly to
a company and which if published is likely to materially affect the price of securities of that
company.
The following shall be deemed to be price sensitive information: -

(i) periodical financial results of the company;
(ii) intended declaration of dividends (both interim and final);
(iii) issue of securities or buy-back of securities;
(iv) any major expansion plans or execution of new projects;
(v) amalgamation, mergers or takeovers;
(vi) disposal of the whole or substantial part of the undertaking;
(vii) any significant changes in policies, plans or operations of the company.
Unpublished means information which is not published by the company or its agents and is
not specific in nature.
Speculative reports in print or electronic media shall not be considered as published

information.
Prohibition on dealing, communicating or counseling (Regulation 3)
No insider shall–
• either on his own behalf or on behalf of any other person, deal in securities of a company
listed on any stock exchange when in possession of any unpublished price sensitive
information;
• communicate, counsel or procure, directly or indirectly, any unpublished price sensitive
information to any person who while in possession of such unpublished price sensitive
information shall not deal in securities; Provided that nothing contained above shall be
applicable to any communication required in the ordinary course of business or profession
or employment or under any law.
Regulation 3A
No company shall deal in the securities of another company or associate of that other company
while in possession of any unpublished price sensitive information.
Violation of provisions relating to insider trading
Any insider, who deals in securities in contravention of the provisions of regulation 3 or 3A

shall be guilty of insider trading (regulation 4).
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If SEBI suspects any person of having violated the provisions of insider regulation, it may
make inquiries with such person or with the stock exchanges, mutual funds, other persons
associated with the securities market, intermediaries and self-regulatory organisation in the
securities market to form a prima facie opinion as to whether there is any violation of insider
regulations.
Where SEBI forms a prima facie opinion that it is necessary to investigate and inspect the
books of accounts, either documents and records of an insider or the stock exchanges, mutual
funds, other persons associated with the securities market, intermediaries and self-regulatory
organisation in the securities market, it may appoint an investigating authority for the following
purpose
i) to investigate into the complaints received from investors, intermediaries or any other
person on any matter having a bearing on the allegations of insider trading; and
ii) to investigate sou moto upon its own knowledge or information in its possession
to protect the interest of investors in securities against breach of insider trading
regulations.
A reasonable notice has to be given to the insider before undertaking any investigation. Such
notice is not required to be given if SEBI is satisfied that it is in the public interest or in the
interest of the investors. During such investigation and inspection of the books of accounts,
the insider or the stock exchanges, mutual funds, other persons associated with the securities
market, intermediaries and self-regulatory organisation in the securities market shall be bound
to discharge their obligations as provided in the regulations. The investigating authority has
to submit his report to SEBI within reasonable time.
SEBI after considering the report shall communicate its findings to the suspected person and
seek a reply from such person. Such suspected person shall reply to the findings within 21
days to SEBI. After receipt of such reply, SEBI may take such measures to safeguard and
protect the interest of investors, securities market and for due compliance with the insider
trading regulations.
SEBI also has powers to appoint an auditor to investigate into the books of accounts or the
affairs of the insider or the stock exchanges, mutual funds, other persons associated with the
securities market, intermediaries and self-regulatory organisation in the securities market.
To protect the interest of investor and securities market and for due compliance of the
insider trading regulations, SEBI may issue order as per Regulation 11 in accordance with
SEBI(Prohibition of Insider Trading) Regulations, 1992 , or initiate criminal prosecution under
Section 24 or any action under Chapter VIA of the Securities and Exchange Board of India
Act, 1992.
Policy on disclosures and internal procedure for prevention of insider trading: Chapter
IV of the Regulations deals with policy on disclosures and internal procedure for prevention of
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insider trading. Accordingly, all listed companies and organisations associated with securities
markets including:
(a) the intermediaries as mentioned in section 12 of the Act, asset management company
and trustees of mutual funds;
(b) the self regulatory organisations recognised or authorised by the Board;
(c) the recognised stock exchanges and clearing house or corporations;
(d) the public financial institutions as defined in Section 4A of the Companies Act, 1956;
and
(e) the professional firms such as auditors, accountancy firms, law firms, analysts,
consultants, etc., assisting or advising listed companies, shall frame a code of internal
procedures and conduct as near there to the Model Code specified in Schedule I of
these Regulations.
Disclosures
Disclosure of interest or holding by directors and officers and substantial shareholders in listed
companies –
Initial Disclosure:
(1) Any person who holds more than 5% shares or voting rights in any listed company
shall disclose to the company in Form A, the number of shares or voting rights held
by such person, on becoming such holder, within 4 working days of:-
(a) the receipt of intimation of allotment of shares; or
(b) the acquisition of shares or voting rights, as the case may be.
(2) Any person who is a director or officer of a listed company, shall disclose to the
company in Form B, the number of shares or voting rights held by such person, within
4 working days of becoming a director or officer of the company.
Continual Disclosure
(3) Any person who holds more than 5% shares or voting rights in any listed company
shall disclose to the company in Form C the number of shares or voting rights held and
change in shareholding or voting rights, even if such change results in shareholding
falling below 5%, if there has been change in such holdings from the last disclosure
made under sub-regulation (1) or under this sub-regulation; and such change exceeds
2% of total shareholding or voting rights in the company.
(4) Any person who is a director or officer of a listed company, shall disclose to the
company in Form D, the total number of shares or voting rights held and change in
shareholding or voting rights, if there has been a change in such holdings from the
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last disclosure made under sub-regulation (2) or under this sub-regulation, and the
change exceeds Rupees 5 lakh in value or 25000 shares or 1% of total shareholding
or voting rights, whichever is lower.
(5) The disclosure mentioned in sub-regulations (3) and (4) shall be made within 4
working days of :
(a) the receipt of intimation of allotment of shares, or
(b) the acquisition or sale of shares or voting rights, as the case may be.
Disclosure by company to stock exchanges
(6) Every listed company, within five days of receipt, shall disclose to all stock exchanges
on which the company is listed, the information received under sub-regulations (1),
(2),(3) and (4) of Regulation 13.
Code of Ethics
SEBI has advised stock exchanges to adopt the Code of Ethics for their directories and
functionaries with effect from 31st May 2001. This is aimed at improving the professional and
ethical standards in the functioning of exchanges thereby creating better investors confidence
in the integrity of the market.
6.6 SEBI (Prohibition of Fraudulent and Unfair Trade Practices

Relating To Securities Markets) Regulations, 2003
The SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities
Market) Regulations, 2003 enable SEBI to investigate into cases of market manipulation and
fraudulent and unfair trade practices. The regulations specifically prohibit market manipulation,
misleading statements to induce sale or purchase of securities, unfair trade practices relating
to securities. SEBI can conduct investigation, suo moto or upon information received by it, by
an investigating officer in respect of conduct and affairs of any person dealing, buying/selling/
dealing in securities. Based on the report of the investigating officer, SEBI can initiate action
for suspension or cancellation of registration of an intermediary.
The term “fraud” has been defined by Regulation 2(1)(c). Fraud includes any act, expression,
omission or concealment committed whether in a deceitful manner or not by a person or by
any other person or his agent while dealing in securities in order to induce another person
with his connivance or his agent to deal in securities, whether or not there is any wrongful
gain or avoidance of any loss, and shall also include -
(a) a knowing misrepresentation of the truth or concealment of material fact in order that
another person may act to his detriment;
(b) the suggestion as to a fact which is not true by one who does not believe it to be
true;
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(c) an active concealment of a fact by one having knowledge or belief of the fact;
(d) a promise made without any intention of performing it;
(e) a representation made in a reckless and careless manner whether it be true or
false;
(f) any such act or omission as any other law specifically declares to be fraudulent;
(g) deceptive behaviour by a person depriving another of informed consent or full
participation;
(h) a false statement made without reasonable ground for believing to be true;
(i) the act of an issuer of securities giving out misinformation that affects the market
price of the security, resulting in investors being effectively misled even though they
did not rely on the statement itself or anything derived from it other than the market
price.
And “fraudulent” shall be construed accordingly :
Nothing contained in this clause shall apply to any general comments made in good faith in
regard to –
(a) the economic policy of the Government;
(b) the economic situation of the country;
(c) trends in the securities market;
(d) any other matter of a like nature;
Whether such comments are made in public or in private.
The regulation prohibits:

(a) dealings in securities in a fraudulent manner,
(b) market manipulation,
(c) misleading statements to induce sale or purchase of securities, and
(d) unfair trade practice relating to securities
Prohibition of certain dealings in securities
“No person shall directly or indirectly”
(a) buy, sell or otherwise deal in securities in a fraudulent manner
(b) use or employ, in connection with issue, purchase or sale of any security listed or
proposed to be listed in a recognised stock exchange, any manipulative or deceptive
device or contrivance in contravention of the provisions of the Act or the rules or the
regulations made thereunder.
(c) employ any device, scheme or artifice to degraud in connection with dealing in or
issue of securities which are listed or proposed to be listed on a recognised stock
exchange;
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(d) engage in any act, practice, course of business which operates or would operate
as fraud or deceit upon any person in connection with any dealing in or issue of
securities which are listed or proposed to be listed on a recognised stock exchange in
contravention of the act, rules and regulations. (Regulation 3).
Prohibition against Manipulative, fraudulent and unfair trade practices
Regulation 4 provides that no person shall indulge in a fraudulent or an unfair trade practice
in securities.
Further any dealing in securities shall be deemed to be fraudulent or an unfair trade practice
if it involves fraud and may include all or any of the following :-
(i) indulging in an act which creates false or misleading appearance of trading in the
securities market.
(ii) dealing in a security not intended to effect transfer of beneficial ownership but
intended to operate only as a device to inflate, depress or cause fluctuations in the
price of such security for wrongful gain or avoidance of loss.
(iii) advancing or agreeing to advance any money to any person thereby inducing any
other person to offer to buy any security in any issue only with the intention of
securing the minimum subscription to such issue.
(iv) paying, offering or agreeing to pay or offer, directly or indirectly, to any person any
money or money’s worth for inducing such person for dealing in any security with the
object of inflating, depressing, maintaining or causing fluctuation in the price of such
security.
(v) any act or omission amounting to manipulation of the price of a security.
(vi) publishing or causing to publish or reporting or causing to report by a person dealing

in securities any information which is not true or which he does not believe to be true
prior to or in the course of dealing in securities.
(vii) entering into a trasaction in securities without intention of performing it or without

intention of change in ownership of such security.
(viii) selling, dealing or pledging of stolen or counterfeit security whether in physical or

dematerialized form.
(ix) an intermediary promising a certain price in respect of buying or selling of a security

to a client and waiting till a discrepancy arises in the price of such security and
retaining the difference in prices as profit for himself.
(x) an intermediary providing his clients with such information relating to a security as
cannot be verified by the clients before their dealing in such security.
(xi) an advertisement that is misleading or that contains information in a distorted manner
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and which may influence the decision of the investors.
(xii) an intermediary reporting trading transactions to his clients entered into on their
behalf in an inflated manner in order to increase his commission and brokerage.
(xiii) an intermediary not disclosing to his client transactions entered into on his behalf
including taking an option position.
(xiv) circular transactions in respect of a security entered into between intermediaries in

order to increase commission to provide a false appearance of trading in such security
or to inflate, depress or cause fluctuations in the price of such security.
(xv) encouraging the clients by an intermediary to deal in securities solely with the object
of enhancing his brokerage or commission.
(xvi) an intermediary predating or otherwise falsifying records such as contract notes.
(xvii) an intermediary buying or selling securities in advance of a substantial client order or

whereby a futures or option position is taken about an impending transaction in the
same or related futures or options contract.
(xviii) planting false or misleading news which may induce sale or purchase of securities.
6.7 The Depositories Act, 1996

The Depositories Act, 1996 was enacted to provide for regulation of depositories in securities
and for matters connected therewith or incidental thereto. It came into force from 20th
September, 1995.
The terms used in the Act are defined as under:
(1) “Beneficial owner” means a person whose name is recorded as such with a
depository.
(2) “Depository” means a company, formed and registered under the Companies Act,
1956 and which has been granted a certificate of registration under sub-section
(1A) of section 12 SEBI Act, 1992.
(3) “Issuer” means any person making an issue of securities.
(4) “Participant” means a person registered as such under sub-section (1A) of section
12 of SEBI Act, 1992.
(5) “Registered owner” means a depository whose name is entered as such in the
register of the issuer.
Agreement between depository and participant: A depository shall enter into an

agreement in the specified format with one or more participants as its agent.
Services of depository: Any person, through a participant, may enter into an agreement, in
such form as may be specified by the bye-laws, with any depository for availing its services.
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Surrender of certificate of security: Any person who has entered into an agreement with
a depository shall surrender the certificate of security, for which he seeks to avail the services
of a depository, to the issuer in such manner as may be specified by the regulations. The
issuer, on receipt of certificate of security, shall cancel the certificate of security and substitute
in its records the name of the depository as a registered owner in respect of that security
and inform the depository accordingly. A depository shall, on receipt of information enter the
name of the person in its records, as the beneficial owner.
Registration of transfer of securities with depository: Every depository shall, on receipt

of intimation from a participant, register the transfer of security in the name of the transferee.
If a beneficial owner or a transferee of any security seeks to have custody of such security,
the depository shall inform the issuer accordingly.
Options to receive security certificate or hold securities with depository: Every

person subscribing to securities offered by an issuer shall have the option either to receive
the security certificates or hold securities with a depository. Where a person opts to hold a
security with a depository, the issuer shall intimate such depository the details of allotment
of the security, and on receipt of such information the depository shall enter in its records the
name of the allottee as the beneficial owner of that security.
Securities in depositories to be in fungible form: All securities held by a depository shall

be dematerialised and shall be in a fungible form.
Rights of depositories and beneficial owner: A depository shall be deemed to be the

registered owner for the purposes of effecting transfer of ownership of security on behalf of a
beneficial owner. The depository as a registered owner shall not have any voting rights or any
other rights in respect of securities held by it. The beneficial owner shall be entitled to all the
rights and benefits and be subjected to all the liabilities in respect of his securities held by a
depository.
Pledge or hypothecation of securities held in a depository: A beneficial owner may

with the previous approval of the depository create a pledge or hypothecation in respect of
a security owned by him through a depository. Every beneficial owner shall give intimation
of such pledge or hypothecation to the depository and such depository shall thereupon make
entries in its records accordingly. Any entry in the records of a depository shall be evidence
of a pledge or hypothecation.
Furnishing of information and records by depository and issuer: Every depository shall
furnish to the issuer information about the transfer of securities in the name of beneficial
owners at such intervals and in such manner as may be specified by the bye-laws. Every
issuer shall make available to the depository copies of the relevant records in respect of
securities held by such depository.
Option to opt out in respect of any security: If a beneficial owner seeks to opt out of a
depository in respect of any security he shall inform the depository accordingly. The depository
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shall on receipt of intimation make appropriate entries in its records and shall inform the
issuer. Every issuer shall, within thirty days of the receipt of intimation from the depository
and on fulfillment of such conditions and on payment of such fees as may be specified by the
regulations, issue the certificate of securities to the beneficial owner or the transferee, as the
case may be.
Depository to indemnify loss in certain cases: Any loss caused to the beneficial owner
due to the negligence of the depository or the participant, the depository shall indemnify such
beneficial owner. Where the loss due to the negligence of the participant is indemnified by the
depository, the depository shall have the right to recover the same from such participant.
Securities not liable to stamp duty
As per Section 8-A of Indian Stamp Act, 1899:
(a) an issuer, by the issue of securities to one or more depositories shall, in respect of
such issue, be chargeable with duty on the total amount of security issued by it and
such securities need not be stamped;
(b) where an issuer issues certificate of security under sub-section (3) of Section 14 of
the Depositories Act, 1996, on such certificate duty shall be payable as is payable on
the issue of duplicate certificate under the Indian Stamp Act, 1899;
(c) transfer of registered ownership of securities from a person to a depository or from a

depository to a beneficial owner shall not be liable to any stamp duty;
(d) the transfer of beneficial ownership of shares, such securities dealt with by depository
shall not be liable to duty under Article 62 of Schedule I of the Indian Stamp Act,
1899;
(e) transfer of beneficial ownership of units, such units being units of mutual fund including
units of the Unit Trust of India, dealt with by a depository shall not be liable to duty
under Article 62 of Schedule I of the Indian Stamp Act, 1899;
6.8 Indian Contract Act, 1872
Contract
According to section 2(h) of the Indian Contract Act, 1872, a contract is an agreement enforceable
by law. Therefore, there has to be an agreement to create a contract and secondly, it has to
satisfy certain requirements mentioned in section 10 of the Act, i.e., the agreement has to be
between parties competent to contract, with their free consent, for a lawful object and with
lawful consideration, and it should not have been expressly declared as void agreement.
Standard Form Contracts
With an enormous increase in commercial transactions, the concept of Standard Form

Contracts has come into existence. Various business organisations like insurance companies,
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airways, securities market regulator, other businessman etc. generally get the terms of the
contract printed on a standard form and the other side is simply required to agree to the
same, or sometimes to sign in token of his having agreed to the terms of the contract so
drafted. A standard form contract is a pre-established record of legal terms regularly used by
a business entity or firm in transactions with customers. The record specifies the legal terms
governing the relationship between the firm and another party. The firm requires the other
party to accept the record without amendment and without expecting the other party to know
or understand its terms. A Standard Form Contract is effective upon acceptance.
Agency contract
An agent is a person employed to do any act for another or to represent another in dealings
with third persons, as per section 182 of the Indian Contract Act, 1872. The person for whom
such act is done, or who is so represented, is called the Principal. Principal is bound by the
acts done by an agent or the contracts entered into by him on behalf of the principal in the
same manner, as if the acts had been done or the contracts had been entered into by the
principal himself, in person.
An agent has a dual capacity: one, he serves as a connecting link between his principal and
the third person, and second, he can have a contractual relationship with his principal.
An agent, having an authority to do an act, has authority to do every lawful thing which is
necessary in order to do such act. An agent having authority to carry on a business, has
authority to do every lawful thing necessary for the purpose, or usually done in the course,
of conducting such business.
Sub-agent
A sub-agent is a person employed by, and acting under the control of, the original agent in
the business of the agency. Though the general rule is against delegation of authority by an
agent or the appointment of a sub-agent, there could be such an appointment in exceptional
situations recognised by law. Thus, when any act does not need personal performance by
the agent himself, or the principal agrees to the appointment of a sub-agent, or the ordinary
custom of trade permits the same, or the nature of the business of agency so warrants, nature
of the agency so warrants, a sub-agent may be validly appointed by an agent.
When a sub-agent has been properly appointed the position of various parties is as under:
(a) The principal is, so far as regards third persons, represented by the sub-agent, and is
bound by and responsible for his acts, as if he were an agent originally appointed by
the principal.
(b) The agent is responsible to the principal for the acts of the sub-agent.
(c) The sub-agent is responsible for his acts to the agent, but not to the principal except
in case of fraud or willful wrong.
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6.9 The Companies Act, 1956
There are two types of Companies, viz., Private and Public.
Private company means a company which has a minimum paid-up capital of one lakh rupees
or such higher paid-up as may be prescribed and by its articles:
(a) restricts the right to transfer its shares, if any;
(b) limits the number of its members to fifty;
(c) prohibits any invitation to the public to subscribe for any shares in or debentures of
the company;
(d) prohibits any invitation or acceptance of deposits from persons other than its members,
directors or their relatives
Public company means a company which –

(a) is not a private company;
(b) has a minimum paid-up capital of five lakh rupees or such higher paid-up capital, as
may be prescribed;
(c) is a private company which is a subsidiary of a company which is not a private
company.
The minimum number of persons required to form a public company is seven and the minimum
number of persons required to form a private company is two.
Shares
The shares or debentures or other interest of any member in a company shall be moveable
property, transferable in the manner provided by the articles of the company (section82). A
certificate, under common seal of the company, specifying any shares held by any member
shall be prima facie evidence of the title of the member to such shares (section 84).
Buy-back of securities (Section 77A)
A company may purchase its own shares or other specified securities out of:
(a) free reserves; or
(b) the securities premium account; or
(c) the proceeds of any shares of other specified securities.
Conditions to be satisfied for buy-back
The following conditions must be satisfied by the company before buying-back its own shares
or other specified securities:
(i) the buy-back must be authorised by its articles;
(ii) a special resolution shall be passed in general meeting of the company authorizing
buy-back;
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(iii) the buy-back in any financial year shall be equal to or less than 25% of the total paid-
up capital and free reserves of the company in that financial year
(iv) the ratio of debt owed by the company is not more than twice the capital and its free
reserves after such buy-back
(v) all the shares or other specified securities for buy-back are fully paid-up;
(vi) the buy-back of listed securities is in accordance with SEBI Regulations;
(vii) the buy-back of un-listed securities is in accordance with guidelines prescribed by
Central Government.
Every buy-back shall be completed within twelve months from the date of passing the special
resolution or a resolution passed by the Board.
Share Capital
According to section 86, the share capital of a company limited by shares formed after the
commencement of this Act, or issued after such commencement, shall be of two kinds only,
namely:
a) equity share capital with voting rights; or with differential rights as to dividend,
voting or otherwise, and
b) preference share capital.
As per section 85, preference share capital means, with reference to any company limited by
shares, whether formed before or after the commencement of this Act, that part of the share
capital of the company which fulfils both the following requirements, namely:
a) that as respects dividends, it carries or will carry a preferential right to be paid a

fixed amount or an amount calculated at a fixed rate, which may be either free of or
subject to income tax, and
b) that as respects capital, it carries or will carry, on a winding-up or repayment of

capital, a preferential right to be repaid the amount of the capital paid-up or deemed
to have been paid-up, whether or not there is a preferential right to the payment of
either or both of the following amounts, namely:
(i) any money remaining unpaid, in respect of the amounts specified in clause (a),
up to the date of the winding-up or repayment of capital, and
(ii) any fixed premium or premium on any fixed scale, specified in the memorandum
or articles of the company.
Equity share capital means with reference to any such company, all share capital which is not
preference share capital.
Every public listed company, making initial public offer of any security for a sum of rupees of
ten crores or more, shall issue the same only in dematerialized form by complying with the
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requisite provisions of the Depositories Act, 1996 and the regulations made thereunder.
No allotment shall be made of any shares in or debentures of a company in pursuance of

a prospectus issued generally, and no proceedings shall be taken on applications made in
pursuance of a prospectus so issued, until the beginning of the fifth day after that on which
the prospectus is first so issued or such later time, if any, as may be specified in the prospectus
(section 72).
Every company intending to offer shares or debentures to the public for subscription by the
issue of a prospectus shall, before such issue, make an application to one or more recognised
stock exchanges for permission for the shares or debentures intending to be so offered to be
dealt with in the stock exchange or each such stock exchange (section 73).
Transfer of shares (Section 108)
A company shall register a transfer of shares in, or debentures of, the company, if a proper
instrument of transfer duly stamped and executed by or on behalf of the transferor and by or
on behalf of the transferee and specifying the name, address and occupation, if any, of the
transferee, has been delivered to the company along with the certificate relating to the shares
or debentures, or if no such certificate is in existence, along with the letter of allotment of the
shares or debentures.
Section 108, however, does not apply to transfer of securities affected by the transferor and
the transferee both of whom are entered as beneficial owners in the records of a depository.
As per section 111A, the shares or debentures and any interest therein of a public limited
company are freely transferable.
Annual Return (Sections 159 & 160)
Every Company shall within sixty days from the day on which the Annual General Meeting is
held, prepare and file Annual Return with Registrar of Companies.
Annual General Meeting (Section 166)
Every company shall in each year hold in addition to any other meetings a general meeting as
its annual general meeting and shall specify the meeting as such in the notices calling it. Every
AGM shall be called for a time during business hours, on a day that is not a public holiday,
and shall be held either at the registered office of the company or at some other place within
the city, town or village in which the registered office of the company is situated. The annual
general meeting should be held on the earliest of the three relevant dates as prescribed under
section 166 together with section 210:
a) 15 months from the previous annual general meeting;
b) last day of the calendar year.
c) 6 months from the close of the financial year,
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A general meeting of a company may be called by giving at least twenty-one days’ notice in
writing.
Dividend (Section 205)
Dividend shall be declared or paid by a company for any financial year
(a) out of the profits of the company for that year arrived at after providing for depreciation
in accordance with the provisions of section 205 (2) of the Act, or
(b) out of the profits of the company for any previous financial year or years arrived at
after providing for depreciation in accordance with those provisions and remaining
undistributed, or
(c) out of both (a and b above), or
(d) out of moneys provided by the Central Government or a State Government for the
payment of dividend in pursuance of a guarantee given by that Government.
The amount of dividend shall be deposited in a separate bank account within five days from
the date of declaration of dividend. The dividend shall be paid within thirty days from the date
of its declaration. (section 205A)
Investor Education and Protection Fund (Section 205C)
The Central Government notified the establishment of a Fund called the Investor Education
and Protection Fund. The fund shall be credited with:
a) amounts in the unpaid dividend accounts of companies,
b) application moneys received by companies for allotment of any securities and due for
refund,
c) matured deposits with companies,
d) matured debentures with companies,
e) the interest accrued on the amounts referred to above (a to d),
f) grants and donations given to the Fund by the Central Government, State Governments,
companies or any other institutions for the purposes of the Fund; and
g) the interest or other income received out of the investments made from the Fund:
Provided that no such amounts referred to in clauses (a) to (d) shall form part of the
Fund unless such amounts have remained unclaimed and unpaid for a period of seven
years from the date they became due for payment.
The Investor Education and Protection Fund shall be utilised for promotion of awareness
amongst the investors and for the protection of the interests of investors in accordance with
such rules as may be prescribed.
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6.10 GOVERNMENT SECURITIES ACT 2006
With a view to consolidating and amending the law relating to the Government Securities and
its management by the Reserve Bank of India, the Parliament had enacted the Government
Securities Act, 2006. The Act received the presidential assent on August 30, 2006.
The Government Securities Act also provides that RBI may make regulations to carry out
the purposes of the Act. Government Securities Regulations, 2007 have been made by the
Reserve Bank of India to carry out the purposes of the Government Securities Act, 2006.
The Government Securities Act, 2006 and Government Securities Regulations, 2007 have
come into force with effect from December 1, 2007. The Government Securities Act applies to
Government securities created and issued by the Central and the State Government.
The new Act and Regulations would facilitate widening and deepening of the Government
Securities market and its more effective regulation by the Reserve Bank in various ways such
as:
(i) Stripping or reconstitution of Government securities
(ii) Legal recognition of beneficial ownership of the investors in Government Securities

through the Constituents Subsidiary General Ledger (CSGL).
(iii) Statutory backing for the Reserve Bank’s power to debar Subsidiary General Ledger
(SGL) account holders from trading, either temporarily or permanently, for misuse of
SGL account facility;
(iv) Facility of pledge or hypothecation or lien of Government securities for availing of
loan;
(v) Extension of nomination facility to hold the securities or receive the amount thereof
in the event of death of the holder;
(vi) Recognition of title to Government security of the deceased holder on the basis of
documents other than succession certificate such as will executed by the deceased
holder, registered deed of family settlement, gift deed, deed of partition, etc., as
prescribed by the Reserve Bank of India.
(vii) Recognition of mother as the guardian of the minor for the purpose of holding
Government Securities;
(viii) Statutory powers to the Reserve Bank to call for information, cause inspection and
issue directions in relation to Government securities.
Every Regulation made by the Reserve Bank of India are to be approved by the Parliament.
GOVERNMENT SECURITIES ACT 2006
‘Government security’ means a security created and issued by the Government for the purpose
of raising a public loan or for any other purpose as may be notified by the Government in the
Official Gazette.
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A Government security may be issued in the form of a-
(i) a Government promissory note,
(ii) a bearer bond payable to bearer,
(iii) a stock or
(iv) a bond held in a bond ledger account.
A stock means a Government security (i) registered in the books of the RBI for which a stock
certificate is issued; or (ii) held at the credit of the holder in the subsidiary general ledger
account including the constituents subsidiary general ledger account maintained in the books
of the RBI, and transferable by registration in the books of the RBI.
A transfer of a government security shall be valid only if it purports to convey the full title to
the security. The transfer of the Government securities shall be made in such form and in such
manner as may be prescribed.
GOVERNMENT SECURITIES REGULATIONS, 2007
Government Securities Regulations, 2007 have been made by the Reserve Bank of India to
carry out the purposes of the Government Securities Act.
The Government Securities Regulations, 2007 provides for transfer of Government securities
held in different forms. Government security held in the form of Government Promissory Notes
is transferable by endorsement and delivery. A bearer bond is transferable by delivery and the
person in possession of the bond shall be deemed to be the holder of the bond. Government
securities held in the form of Stock Certificate , Subsidiary General Ledger account including
a constituent Subsidiary General Ledger Account ) & Bond Ledger Account are transferable,
before maturity, by execution of forms - III, IV & V respectively appended to the Government
Securities Regulations. Government securities held in subsidiary general ledger account
including a constituents’ subsidiary general ledger account or bond ledger account, shall also
be transferable by execution of a deed in an electronic form under digital signature.
A person unable to write, execute or endorse a document, may apply to the Executive
Magistrate to execute the document or make endorsement on his behalf after producing
sufficient documentary evidence about his identity and satisfying the Executive Magistrate
that he has understood the implications of such execution or endorsement.
6.11 Income Tax Act, 1961

The Income-tax Act, 1961 has been enacted to consolidate and amend the law relating to
income-tax. It deals with matters relating to levy and collection of taxes on income. There
are many provisions in the Income-tax Act which have a direct or indirect bearing on the
financial securities market. Some key provisions having bearing on the financial markets
are lucidly stated in the following paragraphs. The reader is also expected to refer to the
relevant provisions of Income-tax Act, 1961 for the complete text of the provisions, proper
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understanding and interpretation thereof. The finance Act which is passed in the parliament
every year has some or the other amendments to the existing provisions of the Income Tax
Act, 1961.
BASICS CONCEPTS
Charge of income-tax
Income-tax is generally chargeable for any assessment year in respect of total income of the
previous year of every person. Further tax is also required to be deducted at source or paid
in advance under certain provisions of this Act (section 4).
“Assessment year” means the period of twelve months commencing on 1st day of April every
year (clause 9 of section 2).
“Previous year” means the financial year immediately preceding the assessment year
(section 3).
For the purpose of this Act, a “person” includes-

an individual,
a Hindu undivided family,
a company,
a firm,
an association of persons or a body of individuals,
a local authority,
every artifical juridical person, not falling above.
(clause 31 of section 2)
“Assessee” means a person by whom any tax or any other sum of money is payable under this
Act and includes every person in respect of whom any proceedings under this Act has been
taken for the assessment of his income, loss or refund or income, loss or refund of any other
person in respect of which he is assessable. (clause 7 of section 2)
Heads of income (section 14)
The income should be classified under the following heads of income for the purpose of
computation of total income and charge of income-tax thereon–
1. Salaries
2. Income from house property
3. Profits and gains of business or profession
4. Capital gains
5. Income from other sources
Computation of total income for determining tax liability
Taxable income is determined separately under each of the heads of income, as applicable
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to the assessee, after deducting allowable expenditures or other amounts and setting off of
current year or earlier year’s losses there from, as per the provisions of the Act. “Gross Total
Income” is the summation of income under various heads of income. Certain deductions are
allowable from the Gross Total Income to determine the “Total Income”. Tax is calculated
on the Total Income as per the prescribed rates. Surcharge (as applicable) and Education &
Higher Education Cess is levied on the tax liability, to arrive at the total tax liability of the
assessee.
It may be noted that loss under certain heads of income can be set off against income under
the same head of income or other heads of income as allowable under various provisions of
the Act. Certain losses which cannot be set off in any particular year due to insufficiency of
income can be carried forward and set off against income in subsequent year as per specific
provision of the Act.
NON-TAXABLE INCOME
Incomes which do not form part of Total Income
Section 10 of this Act specifies the incomes which should not to be included as income while
computing the total income of a person subject to fulfillment of certain conditions. Some of
the incomes pertaining to securities transactions which do not form a part of total income are
given below-
Income arising from the transfer of a unit of the Unit Scheme, 1964 Income arising from the
transfer of a capital asset, being a unit of the Unit Scheme, 1964 referred to in Schedule I to
the Unit Trust of India (Transfer of Undertaking and Repeal) Act, 2002 and where the transfer
of such assets takes place on or after the 1st day of April, 2002 (clause 33 of section 10).
Dividend income referred to in section 115-O (clause 34 of section 10).
Income received in respect of units of a Mutual Fund specified under clause 23D of section 10
(Sub-clause (a) of clause 35 of section 10).
Income received in respect of units from the Administrator of the specified undertaking. For
the purpose of this clause, the “Administrator” means the Administrator as referred to in
clause (a) of section 2 of the Unit Trust of India (Transfer of Undertaking and Repeal) Act,
2002 (sub-clause (b) of clause 35 of section 10).
Income received in respect of units from the specified company (sub-clause (c) of clause 35
of section 10).
Income arising from the transfer of a long-term capital asset, being an eligible equity share in
a company purchased on or after the 1st day of March, 2003 and before the 1st day of March,
2004 and held for a period of twelve months or more. For the purpose of this clause, “eligible
equity share” means (1) an equity share in a company being a constituent of BSE-500 Index
on the Stock Exchange, Mumbai as on the 1st day of March, 2003 and the transactions of
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purchase and sale of such equity share are entered into on a recognized stock exchange in
India, or (2) any equity share in a company allotted through a public issue on or after the 1st
day of March, 2003 and listed in a recognized stock exchange in India before the 1st day of
March, 2004 and the transaction of sale of such share is entered into on a recognized stock
exchange in India (clause 36 of section 10).
Any income arising from the transfer of a long-term capital asset, being equity share in
a company or a unit of an equity oriented fund where such transaction is chargeable to
securities transaction tax. “Equity oriented fund” means a fund – where the investible funds
are invested by way of equity shares in domestic companies to the extent of more than sixty
five per cent of the total proceeds of such fund and is set up under a scheme of a Mutual Fund
specified under clause (23D) of section 10. (clause 38 of section 10).
Income by way of contribution received from recognised stock exchange and members thereof,
to Investor Protection Fund which is set up by recognized stock exchanges in India and notified
in the Official Gazatte by the Central Government. (clause 23EA of section 10).
TAXABILITY OF CAPITAL MARKET TRANSACTIONS IN THE HANDS OF ASSESSEE
It is pertinent to note that there has been a long drawn controversy between the assessee and
the income tax authorities in respect of treating the gains from capital market transactions
as “Business Income” or “Capital Gains”. In order to give some direction to the classification,
Central Board of Direct Taxes (CBDT) has vide instruction no.1827 dated 31st August, 1989
and also vide Circular no.4/2007 dated 15th June, 2007, has given some guidelines in order
to determine whether the income is a “Business Income” or “Capital Gains”. The detailed text
of the Circular and the instructions may be referred to which is given as Annexure 1 to this
chapter.
BUSINESS INCOME
An amount equal to securities transaction tax paid by the assessee in respect of taxable
securities transactions entered into in the course of his business during the previous year, if
the income arising from such taxable securities transactions is included as “Business Income”.
(clause xv of section 36(1)).
EXPENDITURE NOT ALLOWABLE
Expenditure incurred in relation to income not includible in total income
For the purposes of computing the total income, deduction is not allowed in respect of
expenditure incurred by the assessee in relation to income which does not form part of the
total income (section 14A).
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PROVISIONS RELATING TO SPECULATION
Speculative Transactions
“Speculative Transaction” means a transaction in which a contract for the purchase or sale
of any commodity, including stocks and shares, is periodically or ultimately settled otherwise
than by the actual delivery or transfer of the commodity or scrips.
However the following contracts are not deemed to be speculative transactions for the purpose
of this clause -
(a) a contract in respect of raw materials or merchandise entered into by a person in the
course of his manufacturing or merchandise business to guard against loss through
future price fluctuations in respect of his contracts for actual delivery of goods
manufactured by him or merchandise sold by him; or
(b) a contract in respect of stocks and shares entered into by a dealer or investor therein
to guard against loss in his holdings of stocks and shares through price fluctuations;
or
(c) a contract entered into by a member of a forward market or a stock exchange in the
course of any transaction in the nature of jobbing or arbitrage to guard against loss
which may arise in the ordinary course of his business as such member.
(d) an eligible transaction in respect of trading in derivatives referred to in clause (ac) of

section 2 of Securities Contracts (Regulation) Act, 1956 carried out in a recognised
stock exchange.
It should be noted that it is important to identify a speculation income / loss in view of the
restrictive provisions regarding setting off and carry forward of such losses in the event of
inadequacy of profits under other heads of income.
Speculation Business
As per explanation 2 to section 28, where speculative transactions carried on by an assessee

are of such a nature as to constitute a business, the business should be deemed to be distinct
and separate from any other business and referred to as “speculation business”.
Further, as per explanation to section 73, where any part of the business of a company
consists in purchase and sale of shares of other companies, such companies shall be deemed
to be carrying on a speculation business to the extent to which the business consists of the
purchase and sale of such shares. This explanation does not apply to investment companies
and companies whose principal business is of banking or granting loans / advances.
Speculation loss of any assessment year is allowed to be set off only against the profits and
gains of another speculation business in the same assessment year. But, if a speculation loss
could not be set off from the income of another speculation business in the same assessment
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year, it is allowed to be carried forward to be claimed as a set off in the subsequent year, but
only against the income of any speculation business in that year. Such loss can be carried
forward for four assessment years immediately succeeding the assessment year for which the
loss was first computed (section 73).
INCOME CHARGEABLE UNDER THE HEAD OF CAPITAL GAINS
Capital Gains
Any profits or gains arising from the transfer of a capital asset effected in the previous year
subject to deductions and adjustments under other provisions is chargeable to income-tax
under the head “Capital gains”, and is deemed to be the income of the previous year in which
the transfer took place (section 45).
“Capital asset” means property of any kind held by an assessee, whether or not connected
with his business or profession, but does not include-
1. any stock-in-trade, consumable stores or raw materials held for the purposes of his
business or profession;
2. personal effects, that is to say, movable property (including wearing apparel and
furniture, but excluding jewellery, archaeological collections, drawings, paintings,
sculptures or any work of art) held for personal use by the assessee or any member
of his family dependent on him.
3. agricultural land in India
4. 6 1/2 per cent. Gold Bonds, 1977, or 7 per cent. Gold Bonds, 1980 or National
Defence Gold Bonds, 1980 issued by the Central Government;
5. Special Bearer Bonds, 1991, issued by the Central Government;
6. Gold Deposit Bonds issued under the Gold Deposit Scheme, 1999 notified by the
Central Government;
“Transfer”, in relation to a capital asset, includes
1. the sale, exchange or relinquishment of the asset,
2. the extinguishment of any rights therein,
3. the compulsory acquisition thereof under any law,
4. in a case where the asset is converted by the owner thereof into, or is traded by him,
as stock-in-trade of a business carried on by him, such conversion or treatment,
5. maturity or redemption of zero coupon bonds;
6. any transaction involving the allowing of the possession of any immovable property
to be taken or retained in part performance of a contract of the nature referred to in
section 53A of the Transfer of Property Act, 1882,
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7. any transaction (whether by way of becoming a member of, or acquiring shares in
a co-operative society, company or other association of persons or by way of any
agreement or any arrangement or in any other manner whatsoever) which has the
effect of transferring, or enabling the enjoyment of any immovable property.
Transactions not regarded as Transfers
Section 47 of this Act pertains to transactions which are not regarded as transfers. Instances
of transactions which are not regarded as transfers are given below –
1. Any transfer of a capital asset under a gift or will or an irrevocable trust. However,
this does not apply to shares, debentures or warrants allotted by a company directly
or indirectly to is employees under Employees’ Stock Option Plan or Scheme.
2. Any transfer of capital asset by a company to its subsidiary company where the
parent company or its nominees hold the whole of the share capital of the subsidiary
company, and the subsidiary company is an Indian company.
3. Any transfer of a capital asset by a subsidiary company to the holding company

and the whole of the share capital of the subsidiary company is held by the holding
company and the holding company is an Indian company.
4. Any transfer of a capital asset or intangible asset by a firm or a company in the

business carried on by the firm, or any transfer of a capital asset to a company in the
course of demutualization or corporatisation of a recognized stock exchange in India
as a result of which an association of persons or body of individuals is succeeded by
such company subject to certain conditions.
5. Any transfer of a capital asset being a membership right held by a member of a

recognized stock exchange in India for acquisition of shares and trading or clearing
rights acquired by such member in that recognized stock exchange in accordance
with a scheme for demutualisation or corporatisation which is approved by SEBI.
The exemption from certain transactions from being regarded as transfers is however subject
to fulfillment of specified conditions provided for in section 47 and section 47A.
Types of Capital Gains
Capital gains can either be short term capital gains or long term capital gains.
“Short term capital gain” means capital gain arising from the transfer of a short term capital
asset (clause 42B of section 2).
“Short term capital asset” means a capital asset held by an assessee for not more than thirty-
six months immediately preceding the date of its transfer. However, the following assets are
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considered short term capital asset if the same are held by an assessee for not more than
twelve months immediately preceding the date of its transfer –
1. shares held in a company or any other security listed in a recognised stock exchange
in India, or
2. units of the Unit Trust of India established under the Unit Trust of India Act, 1963,
or
3. units of a Mutual Fund specified under clause (23D) of section 10, or
4. zero coupon bonds.
(clause 42A of section 2).
“Long term capital gain” means capital gain arising from the transfer of a long-term capital
asset (clause 29B of section 2).
“Long term capital asset” means a capital asset which is not a short term capital asset (clause
29A of section 2).
Computation of Capital Gains
The capital gains on short term capital assets is computed by deducting the following from the
full value of consideration received or accruing as a result of transfer of the capital asset –
1. Expenditure incurred wholly and exclusively in connection with such transfer
2. The cost of acquisition of the asset and the cost of any improvement thereto.
(section 48)
The capital gains on long term capital assets is computed in the same way as mentioned above
but instead of reducing the cost of acquisition of the asset and the cost of any improvement
thereto, the indexed cost of acquisition and the indexed cost of any improvement is considered
(second proviso to section 48).
Indexed cost of acquisition or improvement means an amount which bears to the cost of
acquisition or improvement the same proportion as cost inflation index for the year in which
the asset is transferred bears to the cost inflation index for the first year in which the asset
was held by the assessee or for the year beginning on 1-4-1981, whichever is later. The
cost inflation index (CII) is notified by the Central Government every year (explanation (v)
to section 48). The cost inflation index notified for the financial year 1981-82 is 100 and for
financial year 2007-2008 is 551.
Specific provisions pertaining to determination of cost of acquisition / cost of

improvement
However, it should be noted that for the purpose of computation of long term capital gain /
loss arising out of transfer of bonds or debenture other than capital indexed bonds issued by
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the Government, the cost of acquisition and improvements cannot be indexed (third proviso
to section 48).
It may be noted that “first-in-first-out” (FIFO) method is to be applied for the purpose of
computation of capital gains in respect of securities held in dematerlised form. Further, where
an investor has more than one security account in the depository system, FIFO method will
be applied account wise (clause 2A to section 45).
Capital Gains Exemptions
The Act provides for exemption from taxation of long term capital gains under various
provisions.
Section 54EC provides for exemption of tax on capital gains arising from transfer of a long
term capital asset, if the gains are invested in a long term specified asset within a period of 6
months from the date of transfer or sale of the original asset. Provided that the investments
made in long-term specified asset by an assessee during any financial year does not exceed
fifty lakh rupees. If the cost of the long term specified asset is less than the capital gain, then,
capital gain proportionate to part of capital gain invested will be exempt. After availing the
exemption, the assessee has to retain the long term specified asset for a minimum period
of three years from the date of its acquisition. Long term specified asset for the purpose of
this section are redeemable bonds issued by National Highway Authority of India and Rural
Electrification Corporation Ltd.
Computation of tax on capital gains
Short term capital gain which occurs out of transactions not subject to Securities Transaction
Tax, is taxed alongwith other income at normal rates. Short term capital gains which occurs
out of transactions subject to Securities Transaction Tax, is taxed at a concessional rate of
15% for AY 2009-10. (section 111A (1)(i)).
Long term capital gain which occurs out of transactions not subject to Securities Transaction
Tax, is taxed at special rate of 20% subject to certain exceptions. It is further provided
that the income-tax on long term capital gains on listed securities or units or zero coupon
bonds, considering indexed cost of acquisition and improvement is subjected to a maximum of
10% of capital gains on the said securities or units or zero coupon bonds, computed without
indexation of cost. (section 112). Long Term Capital Gains which occurs out of transactions
subject to Securities Transaction Tax are exempt from tax. (section 10(38)).
Where the gross total income of an assessee includes any income arising from the transfer
of a long term capital asset, the gross total income shall be reduced by the amount of such
income and the deduction under Chapter VI-A shall be allowed as if the gross total income as
so reduced were the gross total income of the assessee.
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Where the total income of an assessee includes any income arising from the transfer of a
long-term capital asset, the total income shall be reduced by the amount of such income and
the rebate shall be allowed from the income-Tax on the total income as so reduced.
Set off and Carry-forward of losses under the head “Capital Gains”
Loss relating to short term capital asset is to be set off against gains from long term capital
assets and / or gains from any other short term capital assets in the same assessment year.
(clause 2 of section 70). Unabsorbed loss relating to short-term capital asset can be carried
forward for eight succeeding assessment years and set off against income from capital assets,
both long-term and short-term. (clause 2 of section 74).
Loss relating to long term capital asset is to be set off only against gains from long term
capital assets in the same assessment year (clause 3 of section 70). Unabsorbed loss relating
to long-term capital asset can be carried forward for eight succeeding assessment years and
set off only against long term capital gains (clause 2 of section 74).
DIVIDEND AND INTEREST INCOME
Dividend Income
The term “dividend” has a wide meaning in the Income-tax Act and has been comprehensively
defined under clause 22 of section 2.
Dividend is deemed to be the income of the previous year in which it is declared, distributed
or paid. The date of accrual of the dividend is taken as the date on which it is declared at the
annual general meeting of the company. Interim dividend is deemed to be the income of the
year in which the amount of such dividend is unconditionally made available by the company
to its shareholders (section 8).
Tax on distributed profits of domestic companies
In respect of dividend declared, distributed or paid by a domestic company on or after 1-4-

2003, additional income-tax at the rate of 15% as income-tax plus surcharge at the rate of 10%
and education cess at the rate of 3% of the income-tax is payable by such company (section
115-O). This amount is thereafter not taxable as income in the hands of the shareholder.
Dividends declared by Mutual Funds
In respect of dividend distributed by a Mutual Fund, additional income-tax at the rate of 25%
plus surcharge at the rate of 10% and education cess at the rate of 3%, is payable by money
market mutual fund or a liquid fund. (section 115-R(2)(i)). For other than money market
mutual fund or a liquid fund, additional tax at the rate of 12.50% plus surcharge at the rate of
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10% and education cess at the rate of 3%, is payable, if income is distributed to an individual
or HUF and at the rate of 20% plus surcharge at the rate of 10% and education cess at the
rate of 3%, is payable, if income is distributed to others. This amount is thereafter not taxable
as income in the hands of the shareholder. (section 115-R(2)(ii)&(iii))
Interest on securities
Interest on securities means:
1. interest on any security of the Central Government or a State Government,
2. interest on debentures or other securities for money issued by or on behalf of a local

authority or a company or a corporation established by a Central, State or provincial
Act.
Income from interest on securities is chargeable under the head “Profits and gains of business
or profession”, if the securities are held as stock-in-trade. If they are held as investment, the
interest there from will be chargeable under the head “Income from other sources”.
Any person paying interest on securities is liable to deduct tax at source at specified rates.
However, deduction of tax is not required on interest payable on any security of the Central
Government or State Government. Deduction of tax is also not required on interest payable
in certain other cases as per provisions of this Act.
OTHER PROVISIONS
Deductions to be made in computing total income
Chapter VI-A of the Act specifies the deductions to be made from the total income of an
assessee.
Amount paid or deposited in previous year by an individual assessee in respect of life insurance
premiua, deferred annuity, contributions to provident fund, subscription to certain equity
shares or debentures, etc. subject to an amount of Rs. 1,00,000. (section 80C)
Permanent Account Number
Clause 5 of section 139A of the Act provides for quoting of permanent account number in
all documents pertaining to specified transactions, class of transactions or different class of
persons as prescribed by the Central Board of Direct Taxes from time to time. It has also
been provided that a person should intimate General Index Register Number till allotment of
permanent account number.
Accordingly, sub-rule (e) of rule 114B of the Income-tax Rules, 1962 requires every person
entering into a contract of a value exceeding one lakh rupees for sale or purchase of securities
to quote permanent account number or General Index Register Number.
247
6.12 MONEY LAUNDERING ACT, 2002
The Money Laundering Act, 2002 was enacted to prevent money laundering and to provide
for confiscation of property derived from, or involved in, money-laundering and for matters
connected therewith or incidental thereto.
The terms used in the Act are defined as under:
(1) “intermediary” means a stock-broker, sub-broker, share transfer agent, banker to an

issue, trustee to a trust deed, registrar to an issue, merchant banker, underwriter,
portfolio manager, investment adviser and any other intermediary associated with
securities market and registered under section 12 of the Securities and Exchange
Board of India Act, 1992.
(2) “proceeds of crime” means any property or assets of every description, whether
corporeal or incorporeal, movable or immovable, tangible or intangible and includes
deeds and instruments evidencing title to, or interest in, such property or assets,
wherever located;
The term Money Laundering has been defined in Section 3 of the Act as Whosoever directly
or indirectly attempts to indulge or knowingly assists or knowingly is a party or is actually
involved in any process or activity connected with the proceeds of crime and projecting it as
untainted property shall be guilty of offence of money-laundering.
Punishment for money-laundering
The punishment for money-laundering is rigorous imprisonment for a term which shall not
less than three years but which may extend to seven years and shall also be liable to fine
which may extend to five lakh rupees.
Banking companies, financial institutions and intermediaries to maintain records.
Section 12 of the Prevention of Money Laundering Act, 2002 lays down following obligations
on banking companies, financial institutions and intermediaries.
(1) Every banking company, financial institution and intermediary shall –

(a) maintain a record of all transactions, the nature and value of which may be
prescribed, whether such transactions comprise of a single transaction or a
series of transactions integrally connected to each other, and where such series
of transactions take place within a month;
(b) furnish information of transactions referred to in clause (a) to the Director within
such time and as may be prescribed;
(c) verify and maintain the records of the identity of all its clients, in such manner
as may be prescribed:
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Provided that where the principal officer of a banking company or financial institution or
intermediary, as the case may be, has reason to believe that a single transaction or series of
transactions integrally connected to each other have been valued below the prescribed value
so as to defeat the provisions of this section, such officer shall furnish information in respect
of such transactions to the Director within the prescribed time.
(2) The records referred to in sub-section (1) shall be maintained for a period of ten years
from the date of cessation of the transactions between the clients and the banking
company or financial institution or intermediary, as the case may be.”
The Financial Intelligence Unit India (FIU- IND) has been set up as a multi-disciplinary unit
for establishing links between suspicious or unusual financial transactions and underlying
criminal activities. It coordinates and support efforts of national and international intelligence,
investigation and enforcement agencies in pursuing the global efforts against money laundering
and related crimes. The FIU-IND is the central nodal agency responsible for receiving,
processing, analyzing and disseminating information relating to suspect financial transactions
to these agencies who shall protect the information against misuse.
Authorities under the Act
The Act provides that every order of attachment of property involved in money-laundering, order
of seizure of property/records etc. shall be forwarded along with a complaint or application to
the Adjudicating Authority within a period of thirty days. Such order is to be confirmed by the
Adjudicating Authority within a certain time-limit. The Adjudicating Authority is constituted
separately. The appeal against the orders of the Director or the Adjudicating Authority can
be filed before the Appellate Tribunal being set up under the Prevention of Money Laundering
Act.
The following are classes of authorities for the purposes of the Act, namely:
(a) Director or Additional Director or Joint Director,
(b) Deputy Director,
(c) Assistant Director, and
(d) Such other class of officers as may be appointed for the purposes of this Act.
6.13 SECURITIES TRANSACTION TAX

Chapter VII of Finance (No.2) Act, 2004 has introduced a tax on taxable securities transactions
of purchase or sale of an equity share in a company or a derivative or a unit of an equity
oriented fund, entered into a recognised stock exchange or a sale of a unit of an equity
oriented fund to the Mutual Fund. (section 97(13))
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Taxable securities transactions and tax thereon is given in the below table :
Sr.No. Taxable securities transaction New rates Payable by

from
01.06.2006
A B D E
1. Purchase of an equity share in a company or a 0.125 per Purchaser.
unit of an equity oriented fund, where – cent.
(a) the transaction of such purchase is entered
into in a recognised stock exchange; and
(b) the contract for the purchase of such share
or unit is settled by the actual delivery or
transfer of such share or unit.
2. Sale of an equity share in a company or a unit of 0.125 per Seller.
an equity oriented fund, where – cent.
(a) the transaction of such sale is entered into in
a recognised stock exchange; and
(b) the contract for the sale of such share or unit
is settled by the actual delivery or transfer of
such share or unit.
3. Sale of an equity share in a company or a unit of 0.025 per Seller.
an equity oriented fund, where – cent.
(a) the transaction of such sale is entered into in
a recognised stock exchange; and
(b) the contract for the sale of such share or
unit is settled otherwise than by the actual
delivery or transfer of such share or unit.
Sr.No. Taxable securities Effective rate New rate from Payable by

transaction till 31.05.2008 01.06.2008
A B C D E
4. Sale of a derivative, where 0.017 per cent Refer 4(a,b,c) Seller
the transaction of such sale is below
entered into in a recognised
stock exchange
4(a) Sale of an option in securities 0.017 per cent Seller
4(b) Sale of an option in securities, where option is 0.125 per cent Purchaser
exercised
4(c ) Sale of a futures in securities 0.017 per cent Seller
Sr.No. Taxable securities transaction New rates Payable by

from
01.06.2006
A B D E
5 Sale of unit of equity oriented fund to the Mutual 0.25 per cent Seller
Fund
The tax rates given in the above table are to be applied on the value of taxable securities.
The value of taxable securities transaction in case of option in securities shall be the option
premium in respect of transactions at 4(a) of the table and the settlement price in respect of
transactions at 4(b) of the table above. Value in case of taxable securities transaction being
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futures, shall be the price at which such futures is traded. The value of other taxable securities
transaction shall be the price at which such securities are purchased or sold.
Annexure – 1.
Circular No.4/2007
Government of India
Ministry of Finance
Department of Revenue
Central Board of Direct Taxes
New Delhi, the 15th day of June, 2007

Sub : Distinction between shares held as stock-in-trade and
shares held as investment – tests for such a distinction.
1. The Income Tax Act, 1961 makes a distinction between a “capital asset” and a “trading
asset”.
2. Capital asset is defined in Section 2(14) of the Act. Long-term capital assets and
gains are dealt with under Section 2(29A) and Section 2(29B). Shortterm capital
assets and gains are dealt with under Section 2(42A) and Section 2(42B).
3. Trading asset is dealt with under Section 28 of the Act.
4. The Central Board of Direct Taxes (CBDT) through Instruction No.1827 dated August
31, 1989 had brought to the notice of the assessing officers that there is a distinction
between shares held as investment (capital asset) and shares held as stock-in-trade
(trading asset). In the light of a number of judicial decisions pronounced after the
issue of the above instructions, it is proposed to update the above instructions for the
information of assessees as well as for guidance of the assessing officers.
5. In the case of Commissioner of Income Tax (Central), Calcutta Vs Associated Industrial

Development Company (P) Ltd (82 ITR 586), the Supreme Court observed that:
“Whether a particular holding of shares is by way of investment or forms part of the

stock-in-trade is a matter which is within the knowledge of the assessee who holds the
shares and it should, in normal circumstances, be in a position to produce evidence
from its records as to whether it has maintained any distinction between those shares
which are its stock-in-trade and those which are held by way of investment.”
6. In the case of Commissioner of Income Tax, Bombay Vs H. Holck Larsen (160 ITR
67), the Supreme Court observed :
“The High Court, in our opinion, made a mistake in observing whether transactions
of sale and purchase of shares were trading transactions or whether these were in
the nature of investment was a question of law. This was a mixed question of law and
fact.”
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7. The principles laid down by the Supreme Court in the above two cases afford adequate
guidance to the assessing officers.
8. The Authority for Advance Rulings (AAR) (288 ITR 641), referring to the decisions of
the Supreme Court in several cases, has culled out the following principles :-
“(i) Where a company purchases and sells shares, it must be shown that they were
held as stock-in-trade and that existence of the power to purchase and sell shares
in the memorandum of association is not decisive of the nature of transaction;
(ii) the substantial nature of transactions, the manner of maintaining books of

accounts, the magnitude of purchases and sales and the ratio between purchases
and sales and the holding would furnish a good guide to determine the nature of
transactions;
(iii) ordinarily the purchase and sale of shares with the motive of earning a profit,
would result in the transaction being in the nature of trade/ adventure in the
nature of trade; but where the object of the investment in shares of a company
is to derive income by way of dividend etc. then the profits accruing by change
in such investment (by sale of shares) will yield capital gain and not revenue
receipt”.
9. Dealing with the above three principles, the AAR has observed in the case of Fidelity
group as under:-
“We shall revert to the aforementioned principles. The first principle requires us to
ascertain whether the purchase of shares by a FII in exercise of the power in the
memorandum of association/trust deed was as stock-in-trade as the mere existence
of the power to purchase and sell shares will not by itself be decisive of the nature
of transaction. We have to verify as to how the shares were valued/held in the
books of account i.e. whether they were valued as stock-in-trade at the end of the
financial year for the purpose of arriving at business income or held as investment in
capital assets. The second principle furnishes a guide for determining the nature of
transaction by verifying whether there are substantial transactions, their magnitude,
etc., maintenance of books of account and finding the ratio between purchases and
sales. It will not be out of place to mention that regulation 18 of the SEBI Regulations
enjoins upon every FII to keep and maintain books of account containing true and
fair accounts relating to remittance of initial corpus of buying and selling and realizing
capital gains on investments and accounts of remittance to India for investment in
India and realizing capital gains on investment from such remittances. The third
principle suggests that ordinarily purchases and sales of shares with the motive of
realizing profit would lead to inference of trade/adventure in the nature of trade;
where the object of the investment in shares of companies is to derive income by way
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of dividends etc., the transactions of purchases and sales of shares would yield capital
gains and not business profits.”
10. CBDT also wishes to emphasise that it is possible for a tax payer to have two portfolios,
i.e., an investment portfolio comprising of securities which are to be treated as capital
assets and a trading portfolio comprising of stock-in-trade which are to be treated as
trading assets. Where an assessee has two portfolios, the assessee may have income
under both heads i.e., capital gains as well as business income.
11. Assessing officers are advised that the above principles should guide them
in determining whether, in a given case, the shares are held by the assessee as
investment (and therefore giving rise to capital gains) or as stock-in-trade (and
therefore giving rise to business profits). The assessing officers are further advised
that no single principle would be decisive and the total effect of all the principles
should be considered to determine whether, in a given case, the shares are held by
the assessee as investment or stock-intrade.
12. These instructions shall supplement the earlier Instruction no. 1827 dated August 31,
1989.(Vandana Ramachandran)Under Secretary (TPL-I)
(F.No.149/287/2005-TPL from Central Board of Direct Taxes)

Instruction No. 1827 dated 31.08.1989
Subject : Distinction between shares held as stock-in-trade and shares

held as investment - Tests For –
The question whether a particular assessee is a trader in shares or the shares are held as
capital assets sometimes gives rise to disputes and litigation. Over the years the courts have
laid down the various tests or factors to be taken into account in determining this question.
2. Certain general principles in this regard were laid down by the Supreme Court in the
case of G.Venkata Swami Naidu & co. Vs. CIT (1959) 35 ITR 594. In this case the
Supreme Court was dealing with a question whether the excess sum realised on the
sale of certain plots was assessable as income from an adventure in the nature of
business. The Supreme Court held that in deciding the character of such transaction,
several factors were relevant. For instance:-
i. Whether the purchaser was a trader and the purchase of the commodity and its
resale were allied to his usual trade or business or were incidental to it.
ii. The nature and quantity of the commodity purchased and resold - if the commodity
purchased is in very large quantity, it could tend to eliminate the possibility of
investment for personal use, possession or enjoyment.
iii. The repetition of the transaction.
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3. The Supreme court observed that the presence of all these factors may be held in
the court to draw an inference that a transaction is in the nature of trade’ but it is
not a matter of merely counting the number of facts and circumstances pro and con
what is important to consider is their distinctive character. In each case, it is the total
effect of all relevant factors and circumstances that determines the character of the
transaction.
4. The Supreme Court in this case also discussed the test of intention. It held that in
cases where the purchase has been made solely and exclusively with the intention
of resale at a profit and the purchaser has no intention of holding the property for
himself or otherwise enjoying it or using it, the presence of such intention is a relevant
factor and unless it is off-set by the presence of other factors, it would raise a strong
presumption that a transaction is an adventure in the nature of trade.
5. In the case of H. Mohammad & Co. Vs. CIT (1977) 107 ITR 637 the Gujarat High
Court observed that a stock-in-trade is something in which a trader or a business
man deals, whereas his capital asset is something with which he deals. According
to the High Court one of the indicators for deciding as to what is stock-in-trade is
whether a particular assessee is buying or selling the goods or commodity or whether
he has merely invested his money with a view to earning further income or with a
view to carrying on his other business. It was further held by the High court that the
distinction between stock-in-trade and investment is that of selling outright in the
course of the business activity and deriving income from exploitation of one’s own
assets.
6. These general principles hold good in respect of shares also. However certain specific
issues relevant for determining this question with reference to shares have also
been decided by the courts. In the case of Sarder Indra Singh & sons Ltd. Vs. CIT
(1953) 24 ITR 415, the Supreme Court was dealing with the case of a company which
was incorporated with the object, inter alia of carrying on the business of bankers,
financiers, managing agents and secretaries and was also empowered to invest and
deal with the monies of the company not immediately required for its business upon
such securities and in such manner as might from time to time be determined. It
was held by the Supreme Court in this case that to constitute business income, it
was not necessary that surplus should have resulted from such a course of dealing in
securities as by itself would amount to the carrying on of business or if the realisation
of securities is a normal step in carrying on the assessee’s business. The Supreme
Court observed that the principle applicable in all such cases was well settled and the
question always was whether the sales which produced the surplus were so connected
with the carrying on of the assessees business that it could fairly be said that the
surplus was the profit and gains of such business. On the facts of this case it was
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held that the surplus resulting from sale of shares and securities constituted business
income.
7. The aforesaid principles laid down by the Supreme Court was followed by Andhra
Pradesh High court in the case of SBH. Vs.CIT (1988) 151 ITR 703. The main business
of the SBH was to accept deposits and to advance loans and the money constituted its
stock-in-trade. The banking company has to carry on its business in accordance with
the provisions of the banking regulation act, 1949. Sec.24 of the said act requires
every banking company to maintain in India either in cash or in the shape of gold
or in the shape of unincumbered approved securities, 20% of its total time and
demand liabilities at any given point of time. It was held by the High Court that what
section 24 of the said Act did was to insist on the observance of a normal prudent
banking business practice. If the banking company chooses to invest the money in
unincumbered approved securities it is only one mode of keeping a portion of its
deposits in ready cash or readily-convertible-into-cash securities. Any income arising
from the sale of such securities is, therefore closely connected with the banking
business and is business income, it was concluded by the High court.
8. In the case of Karam Chand Thapar and brothers (P) Ltd Vs. CIT (1971) 83 ITR 899
it was held by the Supreme Court that the circumstance that the assessee had shown
certain shares as investment in its books as well as its balance sheet was by itself not
a conclusive circumstances, though it was a relevant circumstance.
9. The decisions in the CIT Vs. Associated Industrial Development co. (1971) 82 ITR 586
(SC) and A.N. Ramaswami Chettiar Vs. CIT (1963) 48 ITR 771 (Madras) may also be
referred to for guidance.
10. Although the tests laid down by the courts may help determine the issue in particular
cases the decision will ultimately turn on the facts of each case.
11. These instructions may please be brought to the notice of the Assessing officers in
your region.
[F.No 181/1/89 - IT(AI) dated 31/08/1989 from Central Board of Direct Taxes]
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MODEL QUESTIONS
Ques:1 Every member of a recognised stock exchange shall maintain and preserve the
Register of transactions (Sauda book) for a period of ______years.
(a) five; (b) three;
(c) two; (d) seven
Correct Answer: (a)
Ques:2 The intermediaries and persons associated with securities market shall be registered
with ____.
(a) DCA; (b) MoF;
(c) SEBI; (d) ROC
Correct Answer: (c)
Ques:3 As per the provisions of SEBI (Prohibition of Insider Trading) Regulations, any person
who holds more than ___ shares or voting rights in any listed company shall make
such disclosure to the company.
(a) 10 %; (b) 5%;
(c) 2%; (d) 3%.
Correct Answer: (b)
Ques:4 The minimum paid-up capital of private company is Rs. 1 lakh.

(a) 10 lakh; (b) 5 lakh;
(c) 1 lakh; (d) 2 lakh
Correct Answer: (c)
Ques:5 The minimum paid-up capital of public company is Rs. ___ .

(a) 10 lakh; (b) 5 lakh;
(c) 1 lakh; (d) 2 lakh
Correct Answer: (b)
Ques:6 “Assessment year” means _________.

(a) the period of twelve months commencing on 1st day of April every year
(b) the period of twelve months commencing on 1st day of January every year
(c) the 1st day of January every year
(d) the 1st day of April every year
Correct Answer: (a)
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Ques:7 “Short term capital asset” in relation to shares and units of UTI & mutual funds means
a capital asset held by an assessee ________
(a) for more than twelve months immediately preceding the date of its transfer.
(b) for more than thirty six months immediately preceding the date of its transfer.
(c) for not more than twelve months immediately preceding the date of its
transfer.
(d) for not more than thirty six months immediately preceding the date of its
transfer.
Correct Answer: (c)
Ques:8 Permanent account number or General Index Register Number is required to be

quoted by every person entering into a contract of value_______.
(a) exceeding Rs. 10,000/- (b) exceeding Rs. 50,000/-
(c) exceeding Rs. 1,00,000/- (d) none of the above
Correct Answer: (c)
Ques:9 Loss relating to long term capital asset is to be set off ________.
(a) against gains from short term or long term capital assets in the same assessment
year
(b) only against gains from long term capital assets in the same assessment year
(c) against income from any other heads of income in the same assessment year
(d) none of the above
Correct Answer: (b)
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CHAPTER 7 : MATHEMATICS AND STATISTICS
7.1 MEASURES OF CENTRAL TENDENCY

An average is a value that is typical, or representative, of a set of given data. Since such
typical values tend to lie centrally within a set of data arranged according to magnitude,
averages are also called measures of central tendency.
7.1.1 Mean
Mean is an average value of a set of the values. It indicates the central value of the overall
population. It equals to the sum of all the values over (divided by) the number of observations.
It is also known as arithmetic mean. The arithmetic mean, or briefly the mean, of a set of N
1 2 3 N
numbers X , X , X ,…, X is denoted by X (read “X bar”) and is defined as:
Example 1: The arithmetic mean of the numbers 8, 3, 5, 12, and 10 is
7.1.2 The weighted Arithmetic mean.
The mean is computed either without weights or with weights. The weighted mean refer to
1 2 3 N
assigning the weights ( w1 , w2 ,..., wn ) to each value (X , X , X ,…, X ) multiplying them and
summing such values. Each weight depends on the significance or importance attributed to
each value. In this case,
is called the weighted arithmetic mean.
Example 2: If a final examination in a course, is weighted 3 times as much as each of the

two internal assignments and a student has a final examination grade of 85 and internal
assignment grades of 70 and 90, the mean grade is:
Thus, it is simply sum of weighted value of each observation.
7.1.3 Geometric Mean
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Geometric Mean (GM) is theoretically considered to be the best average in measuring returns
from securities.
The geometric mean, G, of a set on N positive numbers is the Nth root of

the product of the numbers:
Example 3: The geometric mean of the numbers 2, 4, and 8 is:
If there are two items, square root is taken; if there are three items, then cube root and so
on. Geometric mean can be computed through logarithmic method or by using a calculator.
7.1.4 Variance and Standard Deviation
Variance: The occurrence of an event may deviate from the mean or an expected value. The
spread of such occurrences around the expected value can be measured by variance. Thus,
variance equals to average of squares of the deviation of each value from the mean. It may
be expressed as:
j
where x represents the deviations of each of the numbers X from the mean X.
Standard deviation has been used as a proxy measure for risk of a security. It measures the
fluctuations around mean returns. It equals to the positive square root of variance.
Where it is necessary to distinguish the standard deviation of a population from the standard
deviation of a sample drawn from this population, we often use the symbol ‘s’ for the letter
2 2
and ‘ σ ’(lower case Greek sigma) for the former. Thus, ‘s ’and ‘ σ ’ would represent the
sample variance and population variance, respectively. Sometimes the standard deviation of
a sample’s data is defined with (N-1) replacing N in the denominations in above equations
because the resulting value represents a better estimate for the standard deviation of a
population from which the sample is taken. For large values of N (certainly N>30), there is
practically no difference between the two definitions.
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Example 5: The stock returns of the company A for past five years are 10%, 20% 5%, 30%
and 35%. What is the standard deviation of the returns for the returns of the company A?
7.1.5 Coefficient of Variation
The actual dispersion/variation as determined by standard deviation, is called absolute

dispersion. Relative dispersion, on the other hand gives feel about absolute dispersion relative
to mean/average. In other words, If the absolute dispersion is the standard deviation ( σ )
and average is the mean ( X ), then the relative dispersion is called ‘coefficient of dispersion’
or ‘coefficient of variation’ (V). It is given by:
It is generally expressed as a percentage.
Example 6: Security A gives a return of 12% with a dispersion of 4%, while security B gives
a return of 20% with a dispersion of 5%. Which security is more risky?
Coefficient of Variation for Security A = (4/12) = 0.33 or 33% and
Coefficient of Variation for Security B = (5/20) = 0.25 or 25%. Therefore, the security A is
more risky in relation to its return.
7.1.6 Covariance
Covariance describes the nature of relationship between two variables/securities. If X and Y

are two securities, then the covariance between the two securities is given by the following
formula:
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When two securities are combined, if rates of return of two securities move together,
their interactive risk/covariance is said to be positive and vice versa. If rates of return are
independent, then the covariance is zero.
7.1.7 Coefficient of Correlation
Coefficient of correlation is another measure designed to indicate the similarity or dissimilarity

in the behaviour of two variables (here two securities x and y). The total variation consists of
explained variation as well as unexplained variation. The ratio of the explained variation to
the total variation is called the ‘co-efficient of determination’. Since the ratio is always non-
negative, it is denoted by .The quantity is called the coefficient of correlation and is
given by:
where, = standard deviation of x
= standard deviation of y
It ranges between –1 and +1 (+1 perfectly correlated, 0 uncorrelated and –1 perfectly

negatively correlated).
7.1.8 Normal Distribution
A distribution function is often used to define a behaviour of a population (values in a population).

A function can be discrete (Binomial, Poisson etc.) or continuous (Normal, Gaussian etc.). The
Normal distribution is a continuous probability distribution function defined in terms of mean
and standard deviation. The shape of a normal distribution is a symmetrical and bell-shaped
curve. The mean, median and mode are the same under normal distribution. The probability
of any value falling within any range can be determined. With ±1σ from the mean, there
will be a 68.5% probability of an outcome occurring, with ±2σ from the mean there will be
a 95% probability, and with ±3σ deviation from the mean, there will be a 99% probability.
The stock price over a period of time tends to follow a pattern which is similar to the normal
distribution.
1. Example : A stock is at Rs.1000 on day 1. The total risk ‘σ' of the stock is 3% per day.
What range of prices would be observed on day 2 with 99% probability?
At 99% probability, the value can lie anywhere between ±3σ from the mean
That is, the price can vary from 1000 – (3 * 3% * 1000) = 1000 – 90 = Rs.910
to 1000 + (3 * 3% * 1000) = 1000 + 90 = Rs.1090
Hence, the price can vary between Rs.910 to Rs.1090 on the next day.
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7.2 RETURN AND RISK
Return and risk are the two key determinants of security prices or values. This calls for an
explicit and quantitative understanding of the concepts.
7.2.1 Return and Risk of a Single Asset
Return on an investment/asset for given period, say a year, consists of annual income
(dividend) receivable plus change in market price. Symbolically,
Rate of Return (R) =
Where,
= annual income/cash dividend at the end of time period ‘t’.

Pt = security price at time period ‘t’ which is closing/ending price.
Pt −1 = security price at time period ‘t-1’ which is opening/beginning price.
For example, for a security if price at the beginning of the year is Rs. 50.00; dividend receivable
at the end of the year is Rs. 2.50; and price at the end of the year is Rs. 55.00 then, the rate
of return on this security is:
The rate of return of 15 per cent has two components:
(i) Current yield i.e annual income ÷ opening/beginning price = 2.50 ÷ 50.00 =.05 =
5% and
(ii) Capital gains/loss yield, i.e. (end price-opening price) ÷ opening/beginning price =
(Rs.55 – Rs. 50) ÷ Rs. 50 =0.1 = 10%
Risk may be described as variability/fluctuation/deviation of actual return from expected

return from a given asset/investment. Higher the variability, greater is the risk. In other
words, the more certain the return from an asset, lesser is the variability and thereby lesser
is the risk.
Types of Risks:
The risk of a security can be broadly classified into two types such as systematic risk and
unsystematic risk. Standard deviation has been used as a proxy measure for total risk.
Systematic Risk
Systematic Risk refers to that portion of total variability (/risk) in return caused by factors
affecting the prices of all securities. Economic, political, and sociological changes are the
main sources of systematic risk. Though it affects all the securities in the market, the extend
to which it affects a security will vary from one security to another. Systematic risk can not
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be diversified. Systematic risk can be measured in terms of Beta (β), a statistical measure.
The beta for market portfolio is equal to one by definition. Beta of one (β=1), indicates that
volatility of return on the security is same as the market or index; beta more than one (β>1)
indicates that the security has more unavoidable risk or is more volatile than market as a
whole, and beta less than one (β<1) indicates that the security has less systematic risk or is
less volatile than market.
Unsystematic risk
Unsystematic Risk refers to that portion of total risk that is unique or peculiar to a firm
or an industry, above and beyond that affecting securities markets in general. Factors like
consumer preferences, labour strikes, management capability etc. cause unsystematic risk
(/variability of returns) for a company’s stock. Unlike systematic risk, the unsystematic risk
can be reduced/avoided through diversification. Total risk of a fully diversified portfolio equals
to the market risk of the portfolio as its specific risk becomes zero.
Measurement of Risk for a Single Asset:
The statistical measures of a risk of an asset are: (a) Standard Deviation and (b) Co-efficient
of variation.
(a) Standard Deviation of Return: Standard deviation, as discussed earlier, is the most
common statistical measure of risk of an asset from the expected value of return. It
represents the square root of average squared deviations of individual returns from
the expected return. Symbolically,
(b) Co-efficient of variation: is a measure of risk per unit of expected return. It converts
standard deviation of expected values into relative values to enable comparison of
risks associated with assets having different expected values. The coefficient of
variation (CV) is computed by dividing the standard deviation of return, σ R , for an
asset by its expected value, R . Symbolically,
The larger the CV, the larger the relative risk of the asset.
7.2.2 Return and Risk of a portfolio
Investors prefer investing in a portfolio of assets (combination of two or more securities/

assets) rather than investing in a single asset. The expected returns on a portfolio is a weighted
average of the expected returns of individual securities or assets comprising the portfolio. The
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weights are equal to the proportion to amount invested in each security to the total amount.
For example, when a portfolio consists of two securities, its expected return is:
where,
= Expected return on a portfolio
= proportion of portfolio invested in security 1
= proportion of portfolio invested in security 2.
In general, expected return on a portfolio consisting of ‘n’ securities is expressed as:
Illustration: What is the portfolio return, if expected returns for the three assets such as A, B,
and C, are 20%, 15% and 10% respectively, assuming that the amount of investment made
in these assets are Rs. 10,000, Rs. 20,000, and Rs. 30,000 respectively.
Weights for each of the assets A, B, and C respectively may be calculated as follows:
Total Amount invested in the portfolio of 3 assets (A, B, and C) = Rs. 10,000 + Rs. 20,000 +
Rs.30,000 = Rs. 60,000.
Weight for the asset A = 10000/60000 = 1/6 = 0.1667

Weight for the asset B = 20000/60000 = 1/3 = 0.3333
Weight for the asset C = 30000/60000 = 1/2 = 0.5
Given expected returns for the three assets A, B, and C, as 20%, 15% and 10% respectively,
Returns on Portfolio
= (0.1667*0.20)+(0.3333*0.15)+(0.5*0.10)
= 0.13334*100 =13.33%
Measurement of Risk for a portfolio
According to the Modern Portfolio Theory, while the expected return of a portfolio is a weighted
average of the expected returns of individual securities (or assets) included in the portfolio, the
risk of a portfolio measured by variance(or standard deviation) is not equal to the weighted
average of the risk of individual securities included in the portfolio. The risk of a portfolio not
only depends on variance/risk of individual securities but also on co-variances between the
returns on the individual securities.
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Given the covariance between the returns on the individual securities, the portfolio variance
consisting of ‘n’ securities is calculated as:
(7.1)
Since the covariance between two variables is the product of their standard deviations
multiplied by their co-efficient of correlation, covariance between the returns on two securities,
may be expressed as:
where,
= coefficient of correlation between and
= standard deviation of
= standard deviation of
Hence, in case co-variances are not known and correlation co-efficients are given, the Portfolio
variance can be calculated with following formula:
(7.1a)
Portfolio with Two Securities:

Assuming a portfolio consisting of two securities (i.e. n=2), Portfolio Variance for the two
securities is calculated by substituting n=2 in the formula (7.1) as follows:
The first and the last terms can be simplified. Clearly the return on a security is perfectly
(positively) correlated with itself. Thus, , as does . Because , the second
terms can be combined. The result is:
OR substituting by Cov (1, 2), we get,
Portfolio Risk (standard deviation)
Illustration: The standard deviation of the two securities (a, b) are 20% and 10% respectively.
The two securities in the portfolio are assigned equal weights. If their correlation coefficient is
+1, 0 or –1 what is the portfolio risk?
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(i) When the correlation is +1
Portfolio Variance = 0.52*0.22+ 0.52*0.102+2 *0.5 *0.5* Cov (a, b)
= 0.25*0.04 +0.25*0.01+2 *0.25 *1*0.2*0.1
= 0.0100 +0.0025 +2 *0.25 *1*0.02
= 0.0100 +0.0025 +0.0100
= 0.0225
Portfolio Risk (Standard Deviation) =
(ii) When the correlation is 0

= 0.0100 +0.0025 + 0
=0.0125
(iii) When the correlation is -1
= 0.0100 +0.0025 + (-0.0100)
= 0.0025
Portfolio with Three Securities:

Illustration:
Consider the following three securities and the relevant data on each:
Security1 Security2 Security3
Expected return 10 12 8
Standard deviation 10 15 5
Correction coefficients:
Stocks 1, 2 = .3
2, 3 = .4
1, 3 = .5
The proportion (weights) assigned to each of the securities as security 1= 0.2; security 2=0.4;
and security 3=0.4. What is portfolio risk?
Using the formula for portfolio risk (equation 7.1)and expanding it for N = 3, we get:
Capital Asset Pricing Model (CAPM)
Portfolio Theory developed by Harry Markowitz is essentially a normative approach as it

prescribes what a rational investor should do. On the other hand, Capital Asset Pricing Model
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(CAPM) developed by William Sharpe and others is an exercise in positive economics as it is
concerned with (i) what is the relationship between risk and return for efficient portfolio? and
(ii) What is the relationship between risk and return for an individual security? CAPM assumes
that individuals are risk averse.
CAPM describes the relationship/trade-off between risk and expected/required return. It

explains the behaviour of security prices and provides mechanism to assess the impact of an
investment in a proposed security on risks and return of investors’ overall portfolio. The CAPM
provides framework for understanding the basic risk-return trade-offs involved in various
types of investment decisions. It enables drawing certain implications about risk and the size
of risk premiums necessary to compensate for bearing risks.
Using beta (β) as the measure of nondiversifiable risk, the CAPM is used to define the required
return on a security according to the following equation:
Where:
= the return required on the investment
= the return that can be earned on a risk-free investment (e.g. Treasury bill)
= the average return on all securities (e.g., S&P 500 Stock Index)
= the security’s beta (systematic) risk
It is easy to see the required return for a given security increases with increases in its beta.
Application of the CAPM can be demonstrated. Assume a security with a beta of 1.2 is being
considered at a time when the risk-free rate is 4 percent and the market return is expected to
be 12 percent. Substituting these data into the CAPM equation, we get
= 4%+ [1.20* (12%-4%)]

= 4%+ [1.20* 8%]
= 4%+ 9.6% = 13.6%
The investor should therefore require a 13.6 percent return on this investment a compensation
for the non-diversifiable risk assumed, given the security’s beta of 1.2. If the beta were lower,
say 1.00, the required return would be 12 percent [4%+ [1.00*(12%-4%)]: and if the beta
had been higher, say 1.50, the required return would be 16 percent [4%+ [1.50* (12%-4%)].
Thus, CAPM reflects a positive mathematical relationship between risk and return, since the
higher the risk (beta) the higher the required return.
7.3 FUNDAMENTAL ANALYSIS

Fundamental analysis is an examination of future earnings potential of a company, by looking
into various factors that impact the performance of the company. The prime objective of a
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fundamental analysis is to value the stock and accordingly buy and sell the stocks on the
basis of its valuation in the market. The fundamental analysis consists of economic, industry
and company analysis. This approach is sometimes referred to as a top-down method of
analysis.
7.3.1 Valuation of a Stock
Dividend Discount Model
According to Dividend Discount Model (DDM), the value of a stock is equal to the present
value of all future cash flows in the form of dividends plus the present value of the sale price
expected when the equity share is sold. The DDM assumes that the a constant amount of
dividend is paid annually and that the first dividend is received one year after the equity share
is bought.
If investors expect to hold an equity share for one year, then the current price of the share
can be calculated as:
Where
= Current price/market price of the share today
= Dividend expected at end of year 1
r = required rate of return/discount rate
= market price/expected price of share at end of year 1
Illustration
In future, a company is expected to consistently pay dividend of 15% p.a on its share par
value of Rs. 100. If the investors’ required rate of return on the share is 12%, What would be
the current theoretical value (sell price) of the share now?
Given, Dividend = = Rs. 15; r = 12%; = 100 the current price ( ) will be:
Constant Growth DDM:
Constant Growth DDM presumes that the dividend per share is growing at constant rate (g).
The value of the share ( ) can be calculated as:
D1
P0 =
r−g
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Where,
D1 = Dividend per share at the end of first year.
r = Expected rate of return/Discount rate
g = Constant growth rate
Illustration: In future, company is expected to pay dividend of 15% p.a with growth rate of
5% on its share par value of Rs. 100. If the required rate of return on the share is 12%, What
is the theoretical value of the share?
7.3.2 Economic Analysis
It is important to analyse the economic activity in which all the companies operate. The
economic activity affects profits of a company, investor’s attitude as well as expectations and,
value of a security.
Economic Indicators
Global Economy
The top-down analysis of a company starts with global and domestic economy. The globalization
affects a company’s prospects of exports, price competition, and exchange rate.
Domestic Economy
GDP is the measure of the total production of goods and services in an economy. Growing
GDP indicates an expanding economy. An Indian economy is affected by both agricultural
production as well as industrial production and services. The good and normal monsoon
indicates a good and normal agricultural production and increasing income of farmers and
agricultural labour. Industrial production statistics reveals the status of industrial activity in
the country.
Employment: Unemployment rate is the percentage of the total labour force in the country.
The unemployment rate indicates how the economy operates at full capacity.
Inflation is the rate at which the general level of prices is rising. High rate of inflation
indicates economy is operating with full associated with demand for goods and services
exceed production capacity. The government should try to trade-off between inflation rate
and unemployment rate to increase the employment as well as decrease the inflation rate.
Interest Rates: As interest rate determines the present value of cash flows, high interest
rate affects demand for housing and high-value consumer durables. The real interest rate is
an important factor for business activity.
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Budget Deficit: The budget deficit is the difference between government spending and
revenues. Higher budget deficit indicates higher government borrowing which pressure up
interest rates. The excessive government borrowing will crowd out private borrowing if the
borrowing is unchecked. Fiscal deficit is budget deficit plus borrowing. Higher fiscal deficit
indicates higher government spending on unproductive spending.
Other Factors: Money supply, Fiscal Policy, Monetary Policy, Manufacturing and trade
sales, Labour productivity, Index of consumer expectations, New acquisition of plants and
machinery by corporates, Stock prices, Personal income, Tax collections by the government,
FII investments, FDI investments, Credit off takes etc.
7.3.3 Industry Analysis
Recessions or expansions in economic activity may translate into falling or rising stock markets
with different relative price changes among industry groups. For the analyst, industry analysis
calls for insight into (1) the key sectors or subdivisions of overall economic activity that
influence particular industries, and (2) the relative strength or weakness of particular industry
or other groupings about economic activity.
Major Classifications
The industry can be classified by product and services in the categories like Basic Industries,
Capital Goods, Consumer Durables, Consumer Non-Durables, Consumer Services, Energy,
Financial Services, Health Care, Public Utilities, Technology, Transportation etc.
Classification based on Business Cycles: Industry can be classified on the basis of it’s reaction
to upswings and downswings of the economy which is known as business cycles. General
classifications of the industry based on the business cycles are growth industry, cyclical
industry, defensive industry, and cyclical-growth industry.
• Growth industry: The major characteristics of a growth industry are higher rate of
expansion, growth in earnings, and independent of the business cycles. Often associated
with technological changes or innovative means of carrying out things. Between 40’s
and 60’s, industries like photography, colour television, computers, pharmaceuticals,
office equipments were growth industries. Communication equipments, Software,
genetic engineering, and environmental/waste management are the recent growth
industries.
• Cyclical industry: It is most likely to benefit from a period of economic prosperity and
suffer from economic recession. Consumer durables are the major cyclical industry.
• Defensive industry: is likely to get least affected during the periods of economic
downswing as consists of items necessary for existence. The demand for these
products is considered to be counter cyclical. Food processing industry, consumer
non-durables fall in the category of defensive industry.
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Other Factors: Past Sales and Earnings Performance, Government policy and regulation
toward industry, Labour conditions, Competitive conditions, Industry life cycle, International
investing community attitude, Industry share price etc.
7.4 TECHNICAL ANALYSIS

In fundamental analysis, a value of a stock is predicted with risk-return framework based on
economic environment. An alternative approach to predict stock price behaviour is known
as technical analysis. It is frequently used as a supplement rather than as a substitute to
fundamental analysis. Technical analysis is based on notion that security prices are determined
by the supply of and demand for securities. It uses historical financial data on charts to find
meaningful patterns, and using the patterns to predict future prices.
Edwards and Magee formulate the basic assumptions underlying technical analysis:
• The interaction of supply and demand determines the market value of the security.
• The various factors, both rational and irrational factors, govern the supply and demand
of the securities.
• Stock price tend to move in trend which persist for an appreciable length of time.
• Changes in trend are caused by shifts in supply and demand.
• Shifts in supply and demand can be detected sooner or later in charts of market
action.
• Some chart patterns tend to repeat themselves.
However, the fundamental analysis estimates the intrinsic value of a security, while technical
analysis seeks to estimate security prices rather than values.
7.4.1 Dow Theory
The ideas of Charles H. Dow, the first editor of the Wall Street Journal, form the basis of
technical analysis today. According to the hypothesis of Dow, the stock market does not
perform on random basis but is influenced by three cyclical trends, namely, (a) Primary trend,
(b) secondary or intermediate trend, and (3) Tertiary or minor trend. The general market
direction can be predicted by following these trends. The primary trends are the long-term
movement of prices, lasting from several months to several years. They are commonly called
bear or bull markets. Secondary trends are caused by short-term deviations of prices from the
underlying trend line. They last only a few months. The secondary trend acts as a restraining
force on the primary trend, tending to correct deviations from its general boundaries. Minor
trends are daily fluctuations in either directions (bull or bear) which are of little analytical
value. In terms of bull and bear markets the trends are described as follows:
• The first phase of a bull market is the accumulation phase. This is when prices are
depressed and financial reports don't look good. However, farsighted investors use
this period of depressed prices to take advantage and buy shares.
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• The second phase of the bull market is characterized by increased activity, rising
prices, and better financial reports. This is the period where the large gains are made.
At this point, the market becomes vulnerable to a reversal.
• The first phase of a bear market is the distribution phase. This is where farsighted
investors see the uninformed investors scrambling to buy shares. The farsighted
investors begin to sell shares. Oversupply leads to weakening prices and profits are
harder to come by.
• The second phase of the bear market is characterized by near panic selling. Prices
accelerate to the downside and more and more people begin to liquidate their
holdings.
• The third phase of the bear market is characterized by further weakening and erosion
of prices. Lesser quality issues erase the gains of the previous bull market. The news
is full of bad market news.
The second part of the Dow Theory is that the Industrial Average and the Railroad Average
must corroborate each other's direction for there to be a reliable market direction signal. Dow
created the Industrial Average, of top blue chip stocks, and a second average of top railroad
stocks (now the Transport Average). He believed that the behavior of the averages reflected
the hopes and fears of the entire market. The behavior patterns that he observed apply to
markets throughout the world. (at the time of Dow's writing there was only the Railroad
Average. In 1969, Dow Jones & Company broadened this to include truckers and airlines so
that today it would be confirmation by the Industrial Average and the Transportation Average).
According to Dow theory, large active stocks will generally reflect the market averages.
However, individual issues may deviate from the broad averages because of circumstances
peculiar to them.
The logic behind the makeup of the specific averages is that both the industrials and the
transports are independent of each other. Yet, for the industrials to get their products to
market, they must use the transports. When the industrials are doing well, the transports will
do well. However, when one sector is doing substantially better than the other, a divergence
is taking place. This demonstrates that one sector is much stronger than the other; and if
it continues, without the other sector catching up, a major reversal in the market will take
place.
Dow Theory also specifies that closing prices should only be used. This is because closing prices
reflect the price level at which informed investors are willing to carry positions overnight.
Thus, Dow theory is used to indicate reversals and trends in the markets as well as individual
security. The basic tenet of Dow theory is that there is a positive relationship between trend
and volume of shares traded.
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7.4.2 Charts
Charting represents a key activity for a technical analyst during individual stock analysis.
The probable future performance of a stock can be predicted and evolving and changing
patterns of price behaviour can be detected based on historical price-volume information of
the stock. Technical analysis involves three basic types of charts. They are (a) Line charts, (b)
Bar charts, and (3) Point and figure charts. The line charts indicate the lines which are used
to connect successive days’ prices. The Bar charts indicate vertical bars representing each
day’s price movement. Each bar spans the distance from the day’s highest price to the lowest
price with a small cross on the bar marks the closing price. Point and figure charts are more
complex than line and bar charts. Point and figure chart are not only used to detect reversals
in a trend, but also used to forecasts the price, called price targets. The only significant price
changes are posted to point and figure charts. Three or five point price changes as posted for
high prices securities, only one point changes are posted follow prices securities. While line
and bar charts have two dimensions with vertical column indicating trading day, point and
figure chart represents each column as a significant reversals instead of a trading day.
7.5 FINANCIAL STATEMENT ANALYSIS

Financial statement consists of Balance Sheet, Profit and Loss Account, Sources and Uses of
Funds Statements, and Auditors’ Notes to the Financial statements. The Balance sheet shows
the financial position of the firm at a particular point of time. The profit and loss account
(Income Statement) shows the financial performance of the firm over a period of time. The
sources and uses of funds statements reflect the flow of funds through the business during a
given period of time.
7.5.1 Balance Sheet
The balance sheet of a company, according to the Companies Act, should be either in account
form or the report form.
Balance Sheet: Account Form
Liabilities Assets
Share Capital Fixed Assets
Reserves and Surplus Investments
Secured loans Current Assets, loans and Advances
Unsecured loans Miscellaneous expenditure
Current liabilities and provisions
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Liabilities:
• Share Capital: Share capital has been divided into equity capital and preference
capital. The share capital represents the contribution of owners of the company.
Equity capital does not have fixed rate of dividend. The preference capital represents
contribution of preference shareholders and has fixed rate of dividend.
• Reserves and Surplus: The reserves and surpluses are the profits retained in the
company. The reserves can be divided into revenue reserves and capital reserves.
Revenue reserves represent accumulated retained earnings from the profits of
business operations. Capital reserves are those gained which are not related to
business operations. The premium on issue of shares and gain on revaluation of
assets are examples of the capital reserves.
• Secured and Unsecured Loans: Secured loans are the borrowings against the
security. They are in the form of debentures, loans from financial institutions and
loans from commercial banks. The unsecured loans are the borrowings without a
specific security. They are fixed deposits, loans and advances from promoters, inter-
corporate borrowings, and unsecured loans from the banks.
• Current Liabilities and Provisions: They are amounts due to the suppliers of goods
and services brought on credit, advances payments received, accrued expenses,
unclaimed dividend, provisions for taxes, dividends, gratuity, pensions, etc.
Assets:
• Fixed Assets: Theses assets are acquired for long-terms and are used for business
operation, but not meant for resale. The land and buildings, plant, machinery, patents,
and copyrights are the fixed assets.
• Investments: The investments are the financial securities either for long-term or
short-term. The incomes and gains from the investments is not from the business
operations.
• Current Assets, Loans, and Advances: This consists of cash and other resources
which can be converted into cash during the business operation. Current assets are
held for a short-term period. The current assets are cash, debtors, inventories, loans
and advances, and pre-paid expenses.
• Miscellaneous Expenditures and Losses: The miscellaneous expenditures

represent certain outlays such as preliminary expenses and pre-operative expenses
not written off. Though loss indicates a decrease in the owners’ equity, the share
capital can not be reduced with loss. Instead, Share capital and losses are shown
separately on the liabilities side and assets side of the balance sheet.
274
Balance Sheet: Report Form
I. Sources of Funds
1. Shareholders’ Funds
(a) Share Capital
(b) Reserves & surplus
2. Loan Funds
(a) Secured loans
(b) Unsecured loans
II. Application of Funds

(i) Fixed Assets
(ii) Investments
(iii) Current Assets, loans and advances
Less: Current liabilities and provisions
Net current assets
(iv) Miscellaneous expenditure and losses
7.5.2 Profit and Loss Account
Profit and Loss account is the second major statement of financial information. It indicates the
revenues and expenses during particular period of time. The period of time is an accounting
period/year, April-March. The profit and loss account can be presented broadly into two forms:
(i) usual account form and (ii) step form. The accounting report summarizes the revenue
items, the expense items, and the difference between them (net income) for an accounting
period.
Mere statistics/data presented in the different financial statements do not reveal the true
picture of a financial position of a firm. Properly analyzed and interpreted financial statements
can provide valuable insights into a firm’s performance. To extract the information from the
financial statements, a number of tools are used to analyse such statements. The most popular
tool is the Ratio Analysis.
7.5.3 Ratio Analysis
Financial ratio is a quantitative relationship between two items/variables. Financial ratios can
be broadly classified into three groups: (I) Liquidity ratios, (II) Leverage/Capital structure
ratio, and (III) Profitability ratios.
(I) Liquidity ratios
Liquidity refers to the ability of a firm to meet its financial obligations in the short-term which
is less than a year. Certain ratios which indicate the liquidity of a firm are: (i) Current Ratio,
275
(ii) Acid Test Ratio, (iii) Turnover Ratios. It is based upon the relationship between current
assets and current liabilities.
(i) Current ratio =
The current ratio measures the ability of the firm to meet its current liabilities from
the current assets. Higher the current ratio, greater the short-term solvency (i.e.
larger is the amount of rupees available per rupee of liability).
(ii) Acid-test Ratio =
Quick assets are defined as current assets excluding inventories and prepaid expenses.
The acid-test ratio is a measurement of firm’s ability to convert its current assets
quickly into cash in order to meet its current liabilities. Generally speaking 1:1 ratio
is considered to be satisfactory.
(iii) Turnover Ratios:
Turnover ratios measure how quickly certain current assets are converted into cash
or how efficiently the assets are employed by a firm. The important turnover ratios
are:
- Inventory Turnover Ratio,
- Debtors Turnover Ratio,
- Average Collection Period,
- Fixed Assets Turnover and
- Total Assets Turnover
Inventory Turnover Ratio =
Where, the cost of goods sold means sales minus gross profit. ‘Average Inventory’
refers to simple average of opening and closing inventory. The inventory turnover
ratio tells the efficiency of inventory management. Higher the ratio, more the efficient
of inventory management.
Debtors’ Turnover Ratio =
The ratio shows how many times accounts receivable (debtors) turn over during the
year. If the figure for net credit sales is not available, then net sales figure is to be
used. Higher the debtors turnover, the greater the efficiency of credit management.
Average Collection Period =
276
Average Collection Period represents the number of days’ worth credit sales that is
locked in debtors (accounts receivable).
Please note that the Average Collection Period and the Accounts Receivable (Debtors)
Turnover are related as follows:
Average Collection Period =
Fixed Assets turnover ratio measures sales per rupee of investment in fixed assets.
In other words, how efficiently fixed assets are employed. Higher ratio is preferred.
It is calculated as follows:
Fixed Assets turnover ratio =
Total Assets turnover ratio measures how efficiently all types of assets are
employed.
Total Assets turnover ratio =
(II) Leverage/Capital structure ratios
Long term financial strength or soundness of a firm is measured in terms of its ability to pay
interest regularly or repay principal on due dates or at the time of maturity. Such long term
solvency of a firm can be judged by using leverage or capital structure ratios. Broadly there
are two sets of ratios: First, the ratios based on the relationship between borrowed funds and
owner’s capital which are computed from the balance sheet. Some such ratios are: Debt to
Equity and Debt to Asset ratios. The second set of ratios which are calculated from Profit and
Loss Account are: The interest coverage ratio and debt service coverage ratio are coverage
ratio for leverage risk.
(i) Debt-Equity ratio reflects relative contributions of creditors and owners to finance the
business.
Debt-Equity ratio =
The desirable/ ideal proportion of the two components (high or low ratio) varies from
industry to industry.
(ii) Debt-Asset Ratio: Total debt comprises of long term debt plus current liabilities. The
total assets comprise of permanent capital plus current liabilities.
Debt-Asset Ratio =
277
The second set or the coverage ratios measure the relationship between proceeds
from the operations of the firm and the claims of outsiders.
(iii) Interest Coverage ratio =
Higher the interest coverage ratio better is the firm’s ability to meet its interest
burden. The lenders use this ratio to assess debt servicing capacity of a firm.
(iv) Debt Service Coverage Ratio (DSCR) is a more comprehensive and apt to compute
debt service capacity of a firm. Financial institutions calculate the average DSCR for
the period during which the term loan for the project is repayable. The Debt Service
Coverage Ratio is defined as follows:
(III) Profitability ratios
Profitability and operating/management efficiency of a firm is judged mainly by the following

profitability ratios:
(i) Gross Profit Ratio =
(ii) Net Profit Ratio =
Some of the profitability ratios related to investments are:
(iii) Return on Total Assets =
(iv) Return on Capital Employed =
(Here, Capital Employed = Fixed Assets + Current Assets - Current Liabilities)
Return on Shareholders’ Equity =
(Net worth includes Shareholders’ equity capital plus reserves and surplus)
A common (equity) shareholder has only a residual claim on profits and assets of a firm,
i.e., only after claims of creditors and preference shareholders are fully met, the equity
shareholders receive a distribution of profits or assets on liquidation. A measure of his well
being is reflected by return on equity. There are several other measures to calculate return
on shareholders’ equity:
278
(i) Earnings Per Share (EPS): EPS measures the profit available to the equity shareholders
per share, that is, the amount that they can get on every share held. It is calculated
by dividing the profits available to the shareholders by number of outstanding shares.
The profits available to the ordinary shareholders are arrived at by net profits after
taxes and preference dividend.
It indicates the value of equity in the market.
EPS =
(ii) Price-earnings ratios = P/E Ratio =
Illustration:
Balance Sheet of ABC Co. Ltd. as on March 31, 2008

(Rs. in Crore)
Liabilities Amount Assets Amount

Share Capital 16.00 Fixed Assets (net) 60.00
(1,00,00,000 equity shares
of Rs.10 each)
Reserves & Surplus 22.00 Current Assets: 23.40
Secured Loans 21.00 Cash & Bank 0.20
Unsecured Loans 25.00 Debtors 11.80
Current Liabilities &
Provisions 16.00 Inventories 10.60
Pre-paid expenses 0.80
Investments 16.60
Total 100 Total 100
Profit & Loss Account of ABC Co. Ltd.

for the year ending on March 31, 2008:
(Rs. in Crore)
Particulars Amount Particulars Amount

Opening Stock 13.00 Sales (net) 105.00
Purchases 69.00 Closing Stock 15.00
Wages and Salaries 12.00
Other Mfg. Expenses 10.00
Gross Profit 16.00
Total 120.00 Total 120.00
279
Particulars Amount Particulars Amount
Administrative and Personnel
1.50 Gross Profit 16.00
Expenses
Selling and Distribution
2.00
Expenses
Depreciation 2.50
Interest 1.00
Net Profit 9.00
Income Tax 4.00 Net Profit 9.00
Equity Dividend 3.00
Retained Earning 2.00
Market price per equity share - Rs. 20.00
Current Ratio = Current Assets / Current Liabilities

= 23.40/16.00 = 1.46
Quick Ratio = Quick Assets / Current Liabilities

= Current Assets-(inventory + prepaid expenses)/Current Liabilities
= [23.40-(10.60+0.8)]/16.00 = 12.00/16.00 = 0.75
Inventory Turnover Ratio = Cost of goods sold/Average Inventory

= (Net Sales-Gross Profit)/ [(opening stock+closing stock)/2]
= (105-16)/ [(15+13)/2] = 89/14 = 6.36
Debtors Turnover Ratio= Net Sales/Average account receivables (Debtors)

=105/11.80 =8.8983
Average Collection period = 365 days / Debtors turnover

= 365 days/8.8983 = 41 days
Fixed Assets Turnover ratio = Net Sales / Net Fixed Assets

= 105/60 = 1.75
Debt to Equity Ratio = Debt/ Equity

= (21.00+25.00)/(16.00+22.00) = 46/38 = 1.21
Gross Profit Ratio = Gross Profit/Net Sales

= 16.00/105.00 = 0.15238 or 15.24%
Net Profit Ratio = Net Profit / Net Sales = 9/105.00 = 0.0857 or 8.57 %
Return on Shareholders’ Equity = Net Profit after tax/Net worth

= 5.00/(16.00+22.00) =0.13157 or 13.16%
280
MODEL QUESTIONS
Ques:1 Security A gives a return of 10% with a dispersion of 4%, while security B gives a
return of 18% with a dispersion of 6%. Which security is more risky?
(a) Security A (b) Security B
(c) Both securities are equally risky (d) Neither of the securities are risky
Correct Answer: (a) (refer to section 7.1.5)
Ques:2 How much is the correlation coefficient between the companies A and B, If their
covariance are 20 and their standard deviations respectively are 6 and 5?
(a) 1.5 (b) 0.67
(c) >0.67 (d) <1.5
Correct Answer: (b) (refer to section 7.1.7)
Ques:3 The market prices of the security A are Rs. 130 and Rs. 110 at the end of the month
and at the end of the last month respectively. What is the total return on the security
A for the current month, assuming there is no dividend?
(a) 20% (b) 30%
(c) 18.18% (d) 33%
Correct Answer: (c) (refer to section 7.2.1)
Ques:4. The standard deviation of two securities “A” and “B” are 15% and 20%, and their
correlation coefficient is 0.5. What is the portfolio risk for both the securities, if the
investments are made equally?
(a) 15.21% (b) 15%
(c) 20% (d) 17.5%
Ques:5 Calculate the expected returns for a company under Capital Asset Pricing
Model, assuming that risk free return is 8% p.a., its beta is 1.5 and market return is
20% p.a.
(a) 22% (b) 26%
(c) 30% (d) 38%
Correct Answer: (b) (refer to sub-section of 7.2.2 on Capital Asset Pricing Model)
Ques:16. If the company pays dividend of Rs. 25 every year and the expected return for the
investor is 20%, What is the theoretical value of share of the company?
(a) Rs.125 (b) Rs. 100
(c) Rs. 75 (d) Rs. 250
281
Notes
282

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Securities Market (Basic) Module

NATIONAL STOCK EXCHANGE OF INDIA LIMITED

1.1 INTRODUCTION ......................................................................................11

1.2 PRODUCTS, PARTICIPANTS AND FUNCTIONS ..................................................12

1.3 SECURITIES MARKET AND FINANCIAL SYSTEM ...............................................14

1.4 DERIVATIVES MARKET .................................................................................16

1.5 REGULATORY FRAMEWORK ..........................................................................17

1.5.1 Legislations ...................................................................................17

1.5.2 Rules Regulations and Regulators ....................................................19

1.5.3 Reforms Since 1990s......................................................................19

1.6 ROLE OF NSE IN INDIAN SECURITIES MARKET ...............................................31

CHAPTER 2: PRIMARY MARKET ............................................................................ 37

2.1 INTRODUCTION ......................................................................................37

2.2 MARKET DESIGN ......................................................................................37

2.2.1 SEBI Issue of Capital and Disclosure Requirements (ICDR)

Regulations 2009 ..........................................................................37

2.2.2 Merchant Banking ..........................................................................44

2.2.3 Credit Rating .................................................................................45

2.2.4 Demat Issues ................................................................................45

2.2.5 Private Placement ..........................................................................45

2.2.6 Virtual Debt Portal .........................................................................46

2.2.7 ADRs/GDRs ...................................................................................46

CHAPTER 3: SECONDARY MARKET ....................................................................... 49

3.1 INTRODUCTION ......................................................................................49

3.2 MARKET DESIGN ......................................................................................49

3.2.1 Stock Exchanges ...........................................................................49

3.2.2 Membership in NSE ........................................................................53

3.2.3 Listing of securities ........................................................................58

3.2.4 Delisting of Securities .....................................................................59

3.2.5 Listing of Securities on NSE .............................................................61

3.3.1 Trading Mechanism ........................................................................65

3.3.2 Order Management ........................................................................74

3.3.3 Trade Management ........................................................................80

3.3.4 Auction ......................................................................................81

3.3.5 Internet Broking ............................................................................83

3.3.6 Wireless Application Protocol ...........................................................83

3.3.7 Trading Rules ................................................................................83

3.4 CLEARING AND SETTLEMENT ........................................................................87

3.4.1 Clearing and Settlement Mechanism .................................................87

3.4.2 Rolling Settlement .........................................................................94

3.5 RISK MANAGEMENT ....................................................................................99

3.5.1 Capital Adequacy Requirements .......................................................99

3.5.2 Margins ....................................................................................101

3.5.3 On-Line Exposure Monitoring ......................................................... 109

3.5.4 Off-line Monitoring .......................................................................109

3.5.6 Settlement Guarantee Mechanism .................................................. 110

3.5.7 Investor Protection Fund ...............................................................115

3.6 MARKET INDEX ....................................................................................116

3.6.1 Understanding the index number ................................................... 117

3.6.2 Understanding S&P CNX NIFTY ...................................................... 121

CHAPTER 4: GOVERNMENT SECURITIES MARKET .............................................. 127

4.1 INTRODUCTION TO INDIAN DEBT MARKETS ................................................. 127

4.1.1 Market Subgroups........................................................................129

4.1.2 Instruments ................................................................................130

4.1.3 Participants .................................................................................130

4.2 PRIMARY MARKET ....................................................................................133

4.2.1 Issuance Process-Government securities ......................................... 133

4.2.2 Issuance Process–Treasury Bills ..................................................... 136

4.2.3 Participants .................................................................................137