Fundamentals of Capital Markets Module
Fundamentals of Capital Markets Module
Fundamentals of Capital Markets Module
Of
Capital Markets
NCFM 2009/10
CHAPTER – 1
2
Financial System
Indian
Financial
System
Organised Unorganised
Regulators Money
Lenders
Financial
Institutions Indigenous
Bankers
Financial
Markets
Financial
Services
3
Types of Financial Markets (On the basis of)
4
Types of Financial Markets (On the basis of)
5
Equity Markets
Scenario prior to 1990’s in India
6
Equity Market
Reforms taken place in the Indian Securities Market early 1990’s
Abolition of the office of Controller of Capital Issues and repeal of the Capital Issues
(Control) Act 1947.
Establishment of SEBI (Securities and Exchange Board of India) in 1992 to regulate
and promote the development of Securities market.
Setting up of NSE in 1993, by financial institutions and introduction of nationwide
screen based trading.
Enactment of Depositories Act, 1996 to provide for the holding and transfer of
securities in electronic form.
Introduction of book building method in public issue of shares for better price
discovery.
Permission given to FIIs (Foreign Institutional Investors) to operate in the Indian
capital market.
Establishment of private sector mutual funds.
7
Debt Market
Government Securities
Central government – such as T-bills
State government – state development loans
8
Derivatives Market
Derivative: product whose value is derived from the value of one or more underlying
assets such as equity, forex, commodity etc…
Options
Forwards
Futures
Options
Warrants
Hedgers
Speculators
Arbitrageurs
9
Companies – Private Company
TYPES OF
COMPANY
Private Company:
A private company incorporated under the Act has the following characteristics:
Its share holders can be only up to 50 (excluding employees)
The right to transfer shares is restricted
It cannot invite public to subscribe in its shares
Private companies are relatively less regulated than public companies
10
Companies – Private Company
When 25 percent or more of the private company‘s paid-up capital is held by one or
more public company.
Theprivate company holds 25 percent or more of the paid-up share capital of a public
company.
The private company`s average annual turnover exceeds Rs. 250 million during a
period of 3 consecutive financial years.
11
Companies - Public Companies
Public Companies
A public company is defined as one, which is not a private company
12
Companies - Foreign Companies
Joint Ventures
As Indian Companies
Wholly Owned Subsidiary
Foreign
Companies
Liaison /Representative
Office
Branch Office
13
As an Indian Company
Joint Venture
Foreign Companies can set up their operations in India by forging strategic
alliances with Indian partners.
14
As a Foreign Company
Liaison Office/Representative Office
Liaison/ Representative
Head Office Office Entities/Customers
(Outside India) in India
in India
15
As a Foreign Company
Project Office
Such offices can not undertake or carry on any activity other than the activity
relating to the execution of the project.
16
As a Foreign Company
Branch Office
Foreign companies are allowed to set up Branch Offices in India for the
following purposes:
Export/Import of goods,
Rendering professional or consultancy services,
Carrying out research work, in which the parent company is engaged.
Promoting technical or financial collaborations between Indian companies and parent
or overseas group company.
Representing the parent company in India and acting as buying/selling agents in India.
Rendering services in Information Technology and development of software in India.
Rendering technical support to the products supplied by the parent/ group companies.
Foreign airline/shipping company
17
CHAPTER – 2
18
Financial Instruments
Investments:
An investment is a sacrifice of current wealth for future benefits (like Annual
Income and Capital gains)
Bank Deposits
Post office deposits
Company deposits
Provident Fund Deposits
Life Insurance Policies
19
Financial Instruments
Non-Marketable
Financial Assets
20
Non - Marketable Financial Assets
Bank Deposits
Current Account
Savings Deposits
Fixed Deposits
23
Non - Marketable Financial Assets
Life Insurance Policies
A life insurance is a contract between an individual (called insured) and an insurance
company (called insurer) to pay the insured or his heirs, a specified sum of money on the
happening of an event
regarded as a protection for life rather than a source of savings and investment
It offers a security in life and at the same time a good investment avenue
Endowment Policy
Money back Policy
Whole Life Policy
Term assurance Policy
24
Marketable Financial Assets
Money Market
Investments Mutual Funds
Bonds
- Treasury Bills
- Government Securities - Equity Schemes
- Commercial Paper - Debt Schemes
- Savings Bonds - Certificate of Deposit - Balanced Schemes
- PSU Bonds (CD)
- Corporate Bonds
Real Estates
- Agricultural land
Financial - Semi-Urban land
Derivatives - Urban land
- Futures - Commercial land
- Options - Residential building
- Holiday resort
25
Marketable Financial Assets
Equity Shares
Bonds
Government Securities
Savings Bonds
PSU Bonds
Debentures
26
Marketable Financial Assets
Money Market Instruments
Treasury Bills
Commercial Paper
Certificate of Deposit (CD)
Mutual Funds
It is a collective investment scheme and have the following variants
Equity Schemes
Debt Schemes
Balanced (Hybrid) Schemes
27
Marketable Financial Assets
Real Estates
Agricultural Land
Semi-urban Land
Urban Land
Commercial Buildings
Residential Buildings/Apartments
Time Share in a holiday resort
Precious Objects
Gold/Silver/Other Metals
Precious stones
Art Objects
Antiques
28
Marketable Financial Assets
Financial Derivatives
Instrument whose value depends on the value of an underlying asset
Futures
Options
Attributes to evaluate an Investment
29
CHAPTER – 3
PRIMARY MARKET – 1
30
PRIMARY MARKET
Function of primary market is to transfer the money from savers to the users
Savers include households, institutions, mutual funds, FIIs and government
Users of funds includes corporate, governments etc.
The new issue market (NIM) performs the following functions. They are
Organization (Time of floatation of a new issue, Type of issue, Price)
Underwriting and
Distribution
31
Types of Markets
- Market for ‘old’ securities
- Deals with ‘new’ securities
- Buy/sell of existing shares takes
- Provides fresh capital to the place
company
- Stock Exchanges play major
- Lead Managers, Banks and role
Underwriters etc…participate
Promoter ‘s credibility
Efficiency of the management
Project details
Product
Ranking of the security.
Financial data
Litigation
Risk factors
Auditor‘s report
Statutory clearance
33
CONTENTS OF OFFER DOCUMENT
Guide to understand an Offer Document
Cover Page
Risk Factors
Introduction
About us
Financial Statements
Offering information
Other Information
34
Credit Ratings
Rating of Debt instruments for existing companies
Each rating is an alphanumeric representation of the relative degree of risk associated
with debt instruments based on the expected likelihood of their timely payment.
Each rating agency uses different rating scales for different kinds of ratings. CRISIL
assigns ratings to debt instrument on three basic scales
The long-term scale,
The short-term scale and Description(with regard to the likelihood of
Symbol(Rating category)
The fixed deposit scale. meeting the debt obligations on time)
AAA Highest Safety
AA High Safety
A Adequate Safety
BBB Moderate Safety
BB Inadequate Safety
B High Risk
C Substantial Risk
D Default
35
Credit Ratings
A speculative grade rating on a debt instrument does not mean that it is
certainly going to default
The ratings assigned are also subject to change
The rating by the rating agencies helps all the people concerned as
follows
Investors
Issuers
Intermediaries
Regulators
36
IPO Grading
The Grade assigned to any individual IPO is a symbolic representation of Credit Rating
Agency (CRA‘s) assessment of the ―fundamentals‖ of the issuer concerned relative to
other listed securities
IPO Grades are assigned on a five-point point scale
An IPO Grade is not an opinion on the price of the issue, pre- or post-listing.
37
IPO Grading process
Issuer
CRA collects Site visits, CRA's analyst
company
information discussions with team presents CRA's rating
requests
on the existing key persons, grading report committee
Credit Rating
operations & bankers, auditors to CRA's assigns the
Agency
proposed and merchant rating Grade
(CRA) for
projects bankers by CRA committee
IPO grading
38
CHAPTER – 4
PRIMARY MARKET – 2
39
Methods of raising capital in the primary market
There are four methods by which a company can raise capital in the primary market :
1. Public issue
2. Rights issue
3. Private placement
4. Preferential allotment
Public issue
- sale of securities to the investing public
Public issues of shares by companies in India can be made as per the provisions of
Companies Act 1956
SEBI Guidelines, Rules and Regulations
Norms in the listing agreement with stock exchanges.
40
Public Issue
Corporates may raise capital in the primary market by way of an initial public offer
Initial Public Offer (IPO) is the selling of securities to the public in the primary market
Initial Public Offering can be made through
i. fixed price method,
ii. book building method or
iii. a combination of both.
41
The Process of Book Building
• Issuer Company will appoint lead merchant banker as "Book Running Lead Managers
(BRLM)
Issuer • The Company will specify the number of securities that he wanted to offer and price
Company band.
• Act as intermediaries between the company seeking to raise money and the investors
• BRLM's prepares Draft Prospectus and file with SEBI, expenses budget, appointing
other intermediaries, promoting the public issue and finalizing the allotment
BLRM
• Bankers to the issue collects application money along with the application form.
Bankers • Branches of the bank at various places through out India act as collection branches
42
Agencies involved in the IPO process
Book Running Lead Mangers (BRLM)
Merchant bankers of repute with an expertise in handling IPOs.
SBI capital markets ltd, India infoline ltd, ICICI Securities ltd, Enam securities (P) ltd, JM financial
Consultants (P) ltd, IDFC capital ltd, IDBI Capital Market Services ltd are some of the lead managers
43
Agencies involved in the IPO process
Registrar to the issue:
Registrars normally receive the share application form from various collection centers, established by
syndicate members.
Basis of allotment is decided in consultation with the stock exchange with which listing agreement is
entered
Shares are credited to the demat account of applicants once the allotment is finalized
Underwriters:
Underwriter gives an assurance to the ‗issuer of securities‘ that the underwriter would subscribe to the
securities in the event of non-subscription by individual and institutional investor
They provide a guarantee that there is no possibility of inadequate subscription
If syndicate members fail to fulfill their underwriting obligations, the lead book runner shall fulfill the
underwriting obligations
Bankers to the issue: collection of application money along with the application form lies with the
bankers to the issue
Credit Rating Agencies: Credit Rating Agencies assign ratings to securities of companies, especially
debt securities
44
Other activities connected with the IPO
Advertisement of the issue:
Bid/Issue opening date and the bid/issue closing date should be published in three
widely circulated newspapers (one each in English, Hindi and local language) at the time
of filing of the Red Hearing prospectus with Registrar of Companies
The price band and the minimum bid lot size for the issue should also be published at
least two working days prior to the bid /issue opening date
Escrow account:
Company and the syndicate members may open escrow accounts with escrow
collection banks for the collection of the bid amount payable upon submission of the bid
cum application form
45
Contents of Prospectus (or Offer document)
The companies which go for a public issue should issue a Prospectus with
should contain
General Information
Details of the present issue
Issue procedure
Escrow mechanism
Method of proportionate basis of allotment
Mechanism for redressal of investor grievances
Risk factor
IPO grading
Expert opinion
Capital structure
Promoters‘ contribution and lock-in
Object of the issue
Key industrial policies
The management
Financial information
Disclaimer clause
46
Methods of raising capital in the primary market (Cont..)
Rights issue:
selling of the securities to the existing shareholders by issuing rights to them to
buy the securities.
Private placement:
securities to a limited number of sophisticated investors such as financial
institution, banks, mutual funds, venture capitalists etc.
47
Methods of raising capital in the primary market (Cont..)
Preferential Allotment
Issue of shares or convertible securities by a company to a select group of persons.
- The preferential issue of equity shares/ Fully Convertible Debentures (FCDs) / Partly Convertible
Debentures (PCDs) or any other financial instruments which would be converted into or
exchanged with equity shares at a later date.
i) The average of the weekly high and low of the closing prices of the shares quoted on the stock
exchange during the six months preceding the relevant date; OR
ii) The average of the weekly high and low of the closing prices of the shares quoted on a stock
exchange during the two weeks preceding the relevant date.
48
CHAPTER – 5
SECONDARY MARKET –
Participants And Procedures
49
Secondary Market - Participants and Procedures
1. The new issues market (NIM) cannot function without the stock
exchanges, since the stock exchanges provide liquidity for the security
issued.
2. Through the listing requirements, the stock exchanges excise control over
the companies making them to comply with the various rules and
regulations.
3. The primary market provide direct link between the investors and the
company. By providing liquidity to the investors, the stock exchanges
provide an indirect link between investors and the company.
50
History
1850-Enactment of companies act
1875-Establishment of Bombay stock exchange
1908-3 exchanges in India
1956-In order to check proliferation of exchanges-the central government
introduced a legislation called the Securities Contracts (Regulation) Act,1956.
Under this legislation, it is mandatory on the part of a stock exchange to seek
governmental recognition .
51
Functions of stock exchanges
52
The Regulators
The Company Law Board (CLB) which is responsible for the administration of the
Indian Companies Act, 1956.
The Reserve Bank Of India (RBI) which is primary responsible, inter alia, for the
supervision of banks, money market and government securities market.
The Securities and Exchange Board of India (SEBI) which is responsible for the
regulation of capital market
53
Participant in the securities market
Stock exchanges
Listed securities
Depositories
Depository participants
Brokers
Foreign Institutional Investor (FII)
Mutual Funds
Registrars
54
PAN
55
CHAPTER – 6
STOCK EXCHANGES
56
Stock Exchanges
Meaning: Stock exchange means any body or individuals whether incorporated
or not constituted for the purpose of assisting, regulating and the controlling
the business of buying, selling and dealing in securities.
57
The National Stock Exchange (NSE)
Genesis in the report of the High Powered Study Group on Establishment of New Stock
Exchanges.
It recommended promotion of a National Stock Exchange by financial institutions (FIs).
NSE was promoted by leading Financial Institutions at the behest of the Government of India.
NSE was incorporated in November 1992 as a tax-paying company unlike other stock
exchanges in the country.
NSE was recognized 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.
The Capital Market (Equities) segment commenced operations in November 1994.
Operations in Derivatives segment commenced in June 2000.
The first volatility index – India VIX was introduced by NSE in April 2008.
August 2008 saw introduction of Currency derivatives in India with the launch of Currency
Futures in USD, INR by NSE.
Interest Rate Futures was introduced for the first time in India by NSE on 31st August 2009
58
Market Segments and Products (NSE)
59
NSE Statistics
(Rs.crore)
60
The NSE Technology
Stock exchanges all over the world have realized the potential of IT and have
moved over to electronic trading systems. They are cheaper, have wider
reach and provide a better mechanism for trade and post trade execution.
NSE today can handle up to 15 million trades per day in Capital Market
segment.
61
The NSE Technology
62
NEAT
NSE introduced for the first time in India, fully automated screen
based trading. It uses a modern, fully computerized trading
system designed to offer investors safe and easy way to investing
across the length and breadth of the country.
63
NEAT Screen
64
Telecommunication Solution
X.25 protocol and is the backbone of the automated trading system is being upgraded
to use the more popular and modern IP Protocol.
Extended C-Band VSAT Network
Today it supports more than 2000 VSATs and 3000 leased lines across the country. The
NSE- network is the largest private wide area network in India .
There are over 15 large computer systems which include non-stop fault-tolerant
computers and high end UNIX servers, operational under one roof to support the
NSE applications. This coupled with the nationwide VSAT network makes NSE the
country's largest Information Technology user.
A corporate network has been implemented. It connects all the offices at Mumbai,
Delhi, Calcutta and Chennai..
NSE is displaying its live stock quotes on the web site (www.nseindia.com) which are
updated online.
NSE today allows members to provide internet trading facility to their clients through
the use of NOW (NEAT on web), a shared web infrastructure.
65
NOW
NOW -‗NEAT on Web‘.
66
NSE Group
Exchanges Depository / C&S
National Stock Exchange NSCCL
NCDEX NSDL
Power Exchange (PXIL) NCCL
NSE Family
NSE.IT IISL
DOTEX Ltd.
NSE Tech. Ltd.
67
Listing
Admission of securities of an issuer to trading privileges on a stock
exchange through a formal agreement.
There are 1872 securities in the Equity segment and 4157 securities in
the Debt segment are traded in NSE
68
India Index Services & Products Ltd. (IISL)
69
IISL Indices
Major Indices Other Indices
CNX Nifty CNX IT Index
CNX Nifty Junior CNX Bank Index
CNX 100 CNX FMCG Index
CNX 500 CNX PSE Index
CNX Midcap CNX MNC Index
Nifty Midcap 50 CNX Service Sector Index
CNX Defty CNX Industry Indices
Customised Indices
CNX Energy Index
CNX Pharma Index
CNX Infrastructure Index
CNX PSU Bank Index
CNX Realty Index
CNX Nifty Shariah/ CNX 500 Shariah
71
CHAPTER – 7
72
Secondary Market – Other Institutions
73
Secondary Market – Other Institutions
NSDL-The enactment of Depositories Act in August 1996 paved
the way for the establishment of NSDL, the first depository in
India. The investor can obtain depository services through a
depository participant of NSDL.
74
Facilities offered by depositories
Dematerialization i.e., converting physical certificates to electronic form;
75
Physical Certificate Vs Demat
Disadvantages of holding Physical Advantages of holding certificate in
Certificate electronic form (Demat)
It may be lost or damaged or stolen Immediate transfer of securities;
It takes time to get shares transferred to the No stamp duty on transfer of securities;
purchaser since the shares have to be sent to
Elimination of risks associated with physical
the company who would update the records
certificates such as bad delivery, fake securities
in their books.
etc.
A physical transfer deed is required to be
Reduction in paperwork involved in transfer of
signed by the transferor.
securities;
Transfer may be rejected on the ground that
Reduction in transaction cost;
the signature of the transferor differs.
Nomination facility is available.
Stamp duty is to be paid for transfer.
Change in address recorded with DP gets
registered electronically with all companies in
which investor holds securities eliminating the
need to correspond with each of them
separately;
76
Secondary Market – Other Institutions
Depository Participants- A Depository Participant (DP) is an agent of the depository
through which it interfaces with the investor and provides depository services.
To give delivery of shares, the account holder i.e. BO, should give Delivery Instruction Slip
(DIS) to the DP.
Transaction Statement, provided periodically, gives details of current balances and various
transactions made through the depository account.
Nomination can be made only by individuals holding beneficial accounts either singly or
jointly.
77
Delivery Instruction Slip (DIS)
78
Other Institutions – NSCCL
The National Securities Clearing Corporation Ltd. (NSCCL), is a
wholly owned subsidiary of NSE. It was incorporated in August 1995.
It was the first clearing corporation to be established in the country
and also the first clearing corporation in the country to introduce
settlement guarantee.
Settlement is a two way process which involves transfer of funds and
securities on the settlement date.
79
Other Institutions – NSCCL
CRISIL has assigned its highest corporate credit rating of ‗AAA‘ to the National
Securities Clearing Corporation Ltd (NSCCL). 'AAA' rating indicates highest
degree of strength with regard to honoring debt obligations. NSCCL is the first
Indian Clearing Corporation to get this rating.
NSCCL carries out clearing and settlement functions as per the settlement
cycles provided in the settlement schedule.
80
Other Institutions – NSCCL
Clearing & Settlement
Bank
Exchange
Tra
de Clearing Corporation -o ut
s Pay
Trades -in
Pa y
Order
m ent
tle
Set igation ion
Ob
l v i s
s sP ro
eport Fu nd
R
81
Secondary Market – Other Institutions
Clearing Members
a member of the Clearing Corporation who clears and settles deals through the
Clearing Corporation.
Clearing Banks
NSCCL offers settlement of funds through 13 clearing banks.
The clearing banks are required to provide the following minimum services as a single
window to all clearing members of National Securities Clearing Corporation Ltd.
82
CHAPTER – 8
FINANCIAL STATEMENTS
ANALYSIS
83
Financial statement analysis
Balance Sheet or position statement
The Balance sheet shows the state of affairs of a company at the end of the financial year. They show
how the company got money (Liability side) and how the money is used by the business (Asset side)
84
Types of Financial Statement Analysis
85
Methods of Analyzing Financial Statements
Types of Ratios:
1) Liquidity Ratios
2) Leverage Ratios
3) Activity Ratios
4) Profitability Ratios
86
Investing in shares
How to buy a share ?
Buy low and sell high
1. Economic Analysis
2. Industry Analysis
3. Company Analysis
87
Internet Trading
NOW
www.now-online.in
Login Screen
Go to www.now-online.in
Enter Login Id and Password in login Page
For the first time login or on resting the password the system
will ask for changing the Login Password as well as Transaction
password.
Password Policy
The Investor client can opt Market watch or Express from trade menu
depending upon the Internet connectivity speed and the user
requirement. On clicking Market Watch following screen will open
How to Add Contract in Market Watch
To Create the New Market watch - click on “set MW”
How to Add Contract in Market Watch (contd..)
Click on create market watch
Give the market watch name and click on create
How to Add Contract in Market Watch (contd..)
To add the contracts click on add scrip - Select from the drop down
menu
How to View Quotes
On clicking Get Quotes the best buy rate and sell rate with quantity
will be displayed for the selected contract
How to View Quotes (contd..)
On clicking MBP it will give the market depth with best 5 rates
How to View Contract Details
Order book
Trade Book- This report will display all the executed trade
View Net Position
Day wise report will show the positions created on the same day
Net wise report will show all the position created till the expiry
Set Alerts
For alerts and getting trade confirmation on mobile, email and on
web
View Limits
Cash margin uploaded, margin used, collateral given, margin used
etc can be seen in this report
NOW Auto refresh Market Watch- NOW Express
NOW Auto refresh Market Watch- NOW Express (contd..)
All the shortcuts available in the now express are seen in the drop
down as follows
Order Placement from NOW Express
Order Placement-Buy(+,F1)/Sell(-,F2) select the order type ,fill qty
and price and click on submit
Order Placement from NOW Express
Order Placement from NOW Express (contd..)
Settings
Settings
Color settings
Column repositioning
E-mail: helpdesk_sfl@nse.co.in
Board line: 044-28332535/36
Fax: 044-28332521