Capital market is one of the most important segments of
the Indian financial system. It is the market available to the companies
for meeting their requirements of the long-term funds. It refers to all
the facilities and the institutional arrangements for borrowing and lending
funds. In other words, it is concerned with the raising of money capital
for purposes of making long-term investments. The market consists of a
number of individuals and institutions (including the Government) that
canalise the supply and demand for long -term capital and claims on it.
The demand for long term capital comes predominantly from private sector
manufacturing industries, agriculture sector, trade and the Government
agencies. While, the supply of funds for the capital market comes largely
from individual and corporate savings, banks, insurance companies, specialised
financing agencies and the surplus of Governments.
The Indian capital market is broadly divided into the gilt-edged
market and the industrial securities market.
- The gilt-edged market refers
to the market for Government and semi-government securities, backed by
Bank of India (RBI). Government securities are tradeable debt instruments issued by the Government for meeting its financial requirements. The term gilt-edged means 'of the best quality'. This is because the Government securities do not suffer from risk of default and are highly liquid (as they can be easily sold in the market at their current price). The open market operations of the RBI are also conducted in such securities.
- The industrial securities market refers to the market
which deals in equities and debentures of the corporates. It is further
divided into primary market and secondary market.
- Primary market (new issue market):- deals with 'new
securities', that is, securities which were not previously available
and are offered to the investing public for the first time. It is the
market for raising fresh capital in the form of shares and debentures.
It provides the issuing company with additional funds for starting a
new enterprise or for either expansion or diversification of an existing
one, and thus its contribution to company financing is direct. The new
offerings by the companies are made either as an initial public offering
(IPO) or rights issue.
- Secondary market/ stock market (old issues market or
stock exchange):- is the market for buying and selling securities
of the existing companies. Under this, securities are traded after being
initially offered to the public in the primary market and/or listed
on the stock exchange. The stock exchanges are the exclusive centres
for trading of securities. It is a sensitive barometer and reflects
the trends in the economy through fluctuations in the prices of various
securities. It been defined as, "a body of individuals, whether incorporated or not, constituted for the purpose of assisting, regulating and controlling the business of buying, selling and dealing in securities". Listing on stock exchanges enables the shareholders to monitor the movement of the share prices in an effective manner. This assist them to take prudent decisions on whether to retain their holdings or sell off or even accumulate further. However, to list the securities on a stock exchange, the issuing company has to go through set norms and procedures.
In India, the capital market is regulated by the Capital
Markets Division of the Department
of Economic Affairs, Ministry
of Finance. The division is responsible for formulating the policies
related to the orderly growth and development of the securities markets
(i.e. share, debt and derivatives) as well as protecting the interest
of the investors. In particular, it is responsible for (i) institutional
reforms in the securities markets, (ii) building regulatory and market
institutions, (iii) strengthening investor protection mechanism, and (iv)
providing efficient legislative framework for securities markets, such
and Exchange Board of India Act, 1992 (SEBI Act 1992); Securities
Contracts (Regulation) Act, 1956; and the Depositories
Act, 1996. The division administers these legislations and the rules
and Exchange Board of India (SEBI) is the regulatory authority established
under the SEBI Act 1992, in order to protect the interests of the investors
in securities as well as promote the development of
the capital market. It involves regulating
the business in stock exchanges;
supervising the working of stock brokers, share transfer
agents, merchant bankers, underwriters, etc; as well as prohibiting
unfair trade practices
in the securities market. The following departments of SEBI
take care of the activities in the secondary market:-
- Market Intermediaries Registration and Supervision Department
(MIRSD) - concerned with the registration, supervision, compliance monitoring
and inspections of all market intermediaries in respect of all segments
of the markets, such as equity, equity derivatives, debt and debt related
- Market Regulation Department (MRD) - concerned with formulation
of new policies as well as supervising the functioning and operations
(except relating to derivatives) of securities exchanges, their subsidiaries,
and market institutions such as Clearing and settlement organizations
- Derivatives and New Products Departments (DNPD) - concerned
with supervising trading at derivatives segments of stock exchanges,
introducing new products to be traded and consequent policy changes.
Policy Measures and Initiatives
A number of initiatives have been undertaken by the Government, from
time to time, so as to provide financial and regulatory reforms in the
primary and secondary market segments of the capital market. These measures
broadly aim to sustain the confidence of investors (both domestic and
foreign) in the countrys capital market.
The policy initiatives that have been undertaken in the primary market
during 2006-07 include:-
- SEBI has notified the disclosures and other related requirements
for companies desirous of issuing Indian depository receipts in India.
It has been mandated that:- (i) the issuer must be listed in its home country;
(ii) it must not have been barred by any regulatory body; and (iii) it should have a
good track record of compliance of securities market regulations.
- As a condition of continuous listing, listed companies
have to maintain a minimum level of public shareholding at 25 per cent
of the total shares issued. The exemptions include:- (i) companies which are
required to maintain more than 10 per cent, but less than 25 per cent
in accordance with the Securities Contracts (Regulation)
Rules, 1957; and (ii) companies that have two crore or more of
listed shares and Rs. 1,000 crore or more of market capitalisation.
- SEBI has specified that shareholding pattern will be
indicated by listed companies under three categories, namely, 'shares
held by promoter and promoter group'; 'shares held by public' and 'shares
held by custodians and against which depository receipts have been issued'.
- In accordance with the guidelines issued by SEBI, the
issuers are required to state on the cover page of the offer document
whether they have opted for an IPO (Initial Public Offering) grading from the rating agencies.
In case the issuers opt for a grading, they are required to disclose
the grades including the unaccepted grades in the prospectus.
- SEBI has facilitated a quick and cost effective method of
raising funds, termed as 'Qualified Institutional Placement (QIP)' from
the Indian securities market by way of private placement of securities
or convertible bonds with the Qualified Institutional
- SEBI has stipulated that the benefit of no lock-in
on the pre-issue shares of an unlisted company making an IPO, currently
available to the shares held by Venture Capital Funds (VCFs)/Foreign
Venture Capital Investors (FVCIs), shall be limited to:- (i) the shares
held by VCFs or FVCIs registered with SEBI for a period of at least
one year as on the date of filing draft prospectus with SEBI; and (ii)
the shares issued to SEBI registered VCFs/FVCIs upon conversion of convertible
instruments during the period of one year prior to the date of filing
draft prospectus with SEBI.
- In order to regulate pre-issue publicity by companies
which are planning to make an issue of securities, SEBI has amended the
'Disclosure and Investor Protection Guidelines' to introduce 'Restrictions
on Pre-issue Publicity'. The restrictions, inter alia, require an issuer company to ensure that
its publicity is consistent with its past practices, does not contain
projections/ estimates/ any information extraneous to the offer
document filed with SEBI.
Similarly, the policy initiatives that have been undertaken in the secondary market during 2006-07 include:-
- In continuation of the comprehensive risk management
system put in place since May 2005 in T+2 rolling settlement scenario
for the cash market, the stock exchanges have been advised to update
the applicable Value at Risk (VaR) margin at least 5 times in a day
by taking the closing price of the previous day at the start of trading
and the prices at 11:00 a.m., 12:30 p.m., 2:00 p.m. and at the end of
the trading session. This has been done to align the risk management
framework across the cash and derivative markets.
- In order to strengthen the Know Your Client
norms and to have sound audit trail of the transactions in the securities
market, 'Permanent Account Number (PAN)' has been made mandatory with
effect from January 1, 2007 for operating a beneficiary owner account
and for trading in the cash segment.
- In order to implement the proposal on creation of a
unified platform for trading of corporate bonds, SEBI has stipulated that
the BSE Limited would set up and maintain the corporate bond reporting
platform. The reporting shall be made for all trades in listed debt
securities issued by all institutions such as banks, public sector undertakings,
municipal corporations, corporate bodies and companies.
- In line with the Government of Indias policy on
foreign investments in infrastructure companies in the Indian securities
market, the limits for foreign investment in stock exchanges, depositories
and clearing corporations, have been specified as follows:- (i) foreign
investment up to 49 per cent will be allowed in these companies with
a separate Foreign Direct Investment (FDI) cap of 26 per cent and cap
of 23 per cent on Foreign institutional investment (FII); (ii) FDI will
be allowed with specific prior approval of Foreign Investment Promotion
Board (FIPB); (iii) FII will be allowed only through purchases in the
secondary market; and (iv) FII shall not seek and will not get representation
on the board of directors.
- The application process of FII investment has been simplified
and new categories of investment (insurance and reinsurance companies,
foreign central banks, investment managers, international organizations)
have been included under FII.
- Initial issue expenses and dividend distribution procedure
for mutual funds have been rationalised.
- Mutual funds have been permitted to introduce Gold Exchange
- In the Government securities market, the RBI has ceased
to participate in primary issues of Central Government securities, in
line with the provisions of Fiscal Responsibility and Budget Management
Act (FRBM Act).
- Foreign institutional investors have been allowed to
invest in security receipts.
Thus, the capital market plays a vital role
in fostering economic growth of the country, as it augments the quantities
of real savings; increases the net capital inflow from abroad; raises the productivity
of investments by improving allocation of investible funds; and
reduces the cost of capital in the economy.