Capital Markets [Part-1]

Types of Companies

Main types of companies in India

The companies registered under the Companies Act 1956 are of three types as follows:

  • Unlimited Company
  • Company Limited by Guarantee
  • Company Limited by Shares: These are of two types-
    • Private company
    • Public Company

Further, the Companies Act 2013 has also provisions to start a One Person Company (OPC) in India.

Unlimited Company

The unlimited company is a company where there is no limit on the liability of its members. This means that if the company suffers a loss and the company’s property is not enough to pay off its debts, the private property of its members is used to meet the claims of the creditors. This means that there is a huge risk in such companies. Unlimited companies are not found in India; instead, their space is occupied by the proprietary kind of businesses.

Limited Company

In a limited company is limited either by Guarantee or Shares. On this basis, there are two types of limited companies in India.

  • Company Limited by Guarantee: In such a company, the liability of the members is limited to the extent of guarantee given by them in the event of winding up of the company.
  • Company Limited by Shares: In this kind of the company, the liability of the members is strictly limited to the extent of nominal value of shares held by each of them. If a member has already paid the full amount of the shares, he shall not be liable to pay any amount. If a member has partly paid the shares, he can be forced to pay the remaining amount during the existence of the company as well as during the winding up. Such companies are of two kinds, private and public.

Private Limited Company

In India, a private company is the one which has a minimum paid up share capital of ` 100000 or such higher capital as prescribed by the Companies Act. Its Article of association mentions that the company

  • Restricts the right to transfer its shares
  • Limits the number of its members from 2 to 50
  • Cannot go for invitation from public to subscription to any of its shares
  • Cannot accept deposits from persons other than its members, directors and relatives.

What is a Public Limited Company?

A public company means a company which is not a private company and has minimum of 7 shareholders/subscribers. It has to have a minimum paid-up share capital of ` 5 Lakh.

What are the differences between a Public Limited Company and Private Limited Company?

DistinctionPrivate CompanyPublic Company
Minimum Paid-up Capital1 Lakh5 Lakh
Minimum Number of Members27
Maximum Number of Members50No restriction
Transerferability of sharesComplete RestrictionNo Restriction
Issue of ProspectusProhibitedFree
Number of DirectorAt least 2At least 3
Commencement of BusinessImmediately after incorporationOnly after commencement of business certificate is obtained
Statutory meetingNo ObligationObligatory
Quorum2 members5 members
Managerial remunerationNo restrictionCan not exceed more than 11% of Net Profits

Share Markets

Understanding Shareholding

Every business needs some capital to start up. When a new business is started, the personal savings of an entrepreneur along with contributions from friends and relatives are the source of fund. The entrepreneur in this case can also be called a promoter. This may not be feasible in case of large projects as the required contribution from the entrepreneur (promoter) would be very large even after availing term loan; the promoter may not be able to bring his / her share (equity capital).Thus availability of capital can be a major constraint in setting up or expanding business on a large scale, because of this limited pool of savings of small circle of friends and relatives.

However, instead of depending upon this small pool, the promoter has the option of raising money from the public across the country by selling (issuing) shares of the company. For this purpose, the promoter can invite investment to his or her venture by issuing offer document which gives full details about track record, the company, the nature of the project, the business model, the expected profitability etc.  If an investor is comfortable with this proposed venture, he / she may invest and thus become a shareholder of the company. This means that a shareholder is an owner of the company to the extent of his / her shareholding. The values of these shares are very small, but when the large number of shares aggregate, it makes substantial amount which is usable for large corporates.

Share

The total capital of the company is divided into units of small denominations as mentioned above. Each unit is called a share. For example if the total capital f the company is ` 10 Lakh divided into 1 Lakh units of Rs. 10 each, each Rs. 10 unit will be called a share. Shares are numbered so that they can be identified.

Please note that following are the properties of all kinds of shares of a public company:

  • They are movable property
  • They are transferable in the manner prescribed in the Articles of Association
  • They are treated as Goods under the Sale of Goods Act , 1930.
  • A member who holds the shares of a company does not imply that the member owns any of the company’s assets. This is because assets would be still possessed by the company which is a legal person in itself. However, if the company is wound up, after selling its assets, the shareholder has the right to participate in the assets after the debts have been paid. This means that it is the right to what assets remain after liquidation. At the same time, the shareholder is also liable for the amount, if any unpaid on the shares held by him.

Share versus Share Capital

Please note that in context of a company, Capital means the share capital only. The reason is that many investors and promoters contribute varying sums to the Company’s capital yet, there is no separate Capital account for each investor or promoter. Hence, there is a single consolidated Capital Account which is called the Share Capital Account.

Here are some important observations:

  • Equity is an instrument for its owner for share in profits (and losses). Equity shares are instruments issued by companies to raise capital and it represents the title to the ownership of a company. An investor becomes an owner of a company by subscribing to its equity capital (whereby investor will be allotted shares) or by buying its shares from its existing owners. As a shareholder, investors bear the entrepreneurial risk of the business venture and are entitled to benefits of ownership like share in the distributed profit (dividend) etc. The returns earned in equity depend upon the profits made by the company, company’s future growth etc.
  • Equity share is initially issued to those who have contributed capital in setting up an enterprise. This would be called the Public Issue. Apart from a Public Issue, equity shares may originate through an issue of Bonus Shares, Convertible securities etc. All of them are collectively called Common Stock or Simply Stock.
  • Please note that if the company fails or gets liquidated otherwise, the claim of equity shareholders on earnings and on assets in the event of liquidation, follows all others. Similarly, the dividend on equity shares is paid after meeting interest obligations and dividends to Preference shareholders. That is why the holders of the Equity shares are also known as ‘residual owners’. Since the equity shareholders bear such risks, they expect handsome returns by way of DIVIDENDS and price appreciation of the share, when their enterprise performs well.
  • The total equity capital of a company is divided into equal units of small denominations, each called a share. For example, in a company the total equity capital of Rs 2,00,00,000 is divided into 20,00,000 units of Rs 10 each. Each such unit of Rs 10 is called a Share. Thus, the company then is said to have 20,00,000 equity shares of Rs 10 each. The holders of such shares are members of the company and have voting rights.

Different Types of Share Capital

There are various terms used in connection with the share capital of the company. They are as follows:

Authorized / Registered / Nominal Capital

This is the Maximum Capital which the company can raise in its life time. This is mentioned in the Memorandum of the Association of the Company. This is also called as Registered Capital or Nominal Capital.

Issued Capital

This is the part of the Authorized Capital which is issued to the public for Subscription. The act of creating new issued shares is called issuance, allocation or allotment. After allotment, a subscriber becomes a shareholder. The number of issued shares is a subset of the total authorized shares and

Shares authorized = Shares issued + Shares unissued

Subscribed Capital

The issued Capital may not be fully subscribed by the public. Subscribed Capital is that part of issued Capital which has been taken off by the public i.e. the capital for which applications are received from the public. So, it is a part of the Issued Capital as follows:

Issued Capital = Subscribed Capital + Unsubscribed Capital

This can be understood by an example. If we say that 15000 shares of Rs. 100 each are offered to the public and public applies only for 12000 shares, then the Issued Capital would be Rs. 15 Lakh and Subscribed Capital would be Rs. 12 Lakh.

Please note that once the shares have been issued and purchased by investors and are held by them, they are called Shares Outstanding.  These outstanding shares have rights and represent ownership in the corporation by the person that holds the shares. The unsubscribed capital is also known as Treasury shares, which are shares held by the corporation itself and have no exercisable rights. Shares outstanding plus treasury shares together amount to the number of issued shares.

Called – up Capital

The Company may not need to receive the entire amount of capital of capital at once. It may call up only part of the subscribed capital as and when needed in installments. Thus, the called – up Capital is the part of subscribed capital which the company has actually called upon the shareholders to pay. Called – up Capital includes the amount paid by the shareholder from time to time on application, on allotment, on various calls such as First Call, Second Call, Final Call etc. The remaining part of subscribe capital not yet called up is known as Uncalled Capital. The Uncalled Capital may be converted, by passing a special resolution, into Reserve Capital; Reserve Capital can be called up only in case of winding up of the company, to meet the liabilities arising then.

Paid-up Capital

The Called-up Capital may not be fully paid. Some Shareholders may pay only part of the amount required to be paid or may not pay at all. Paid-up Capital is the part of called-up capital which is actually paid by the shareholders. The remaining part indicates the default in payment of calls by some shareholders, known as Calls in Arrears. Thus,

Paid-up Capital = Called-up Capital – Calls in Arrears.

Reserve Capital: As mentioned above, the company by special resolution may determine that a portion of the uncalled capital shall not be called up, except in the event of the winding up of the company. This part is called Reserved Capital. It is kept reserved for the Creditors in case of the winding up of the company.

Capital Reserves versus Reserve Capital

Here please note that Capital Reserve and Reserve Capital are two different animals. Capital Reserves are those reserves which are created out of the Capital Profits. Capital Profits are those profits which are not earned in the normal course of the business. Some examples are as follows:

  • Profit on sale of fixed assets
  • Profit on revaluation of fixed assets
  • Premium on issue of shares and debentures
  • Profit on redemption of debentures
  • Profit earned by the company prior to its incorporation

Please note that Capital Reserves cannot be utilized for the distribution of dividends as dividends are something which can be given from a profit that is earned by normal business of a company.

Understanding Shares

“A share is the share in the Capital of the Company” so defines the Companies Act 1956. A Company can issue two types of shares viz. Equity Shares and Preference Shares.

  • Equity Shares:Equity shares or the Ordinary Shares means that part of the share capital which is not a Preference share capital. It means all such shares which are not Preference shares.
  • Preference Shares: Preference shares are those shares which fulfil both the following two conditions:
    • They carry preferential share right in respect of dividend at a fixed rate,
    • They also carry preferential right in regard to payment of capital on winding up of the company.

Preference Shares

Apart from the other differences, the major difference between Ordinary shares and preference shares is of “dividend”.  Preference shares are those shares which carry the following two rights:

  • They have the right to receive dividend at a fixed rate before any dividend is paid on the equity shares
  • When the company is wound up, they have a right to return of the capital before that of equity shares.
  • Apart from the above, the preference shares may carry some more rights such as the right to participate in excess profits which a specified dividend has been paid on the equity shares or the right to receive a premium at the time of redemption.

Different Types of Preference Shares

When we buy shares, we do not invest in the stock market itself but in the equity shares of a company. That makes us a shareholder or part-owner in the company. This means that we own part of the assets of the company, and we are entitled to a share in the profits these assets generate. A company may keep a fraction of profit generated within it. This will be utilised to buy new machinery or more raw material or to reduce its loan with the bank. It distributes the other fraction as dividend.

Cumulative Preference Shares:

Please note that when we buy equity shares or ordinary shares, we are not automatically entitled to a dividend every year. The dividend will be paid only if the company makes a profit and declares a dividend. But that is not the case with the preference shares. A preference shareholder is entitled to a dividend every year. Please note that it may be possible that a company doesn’t have the money to pay dividends on preference shares in a particular year. The dividend is then added to the next year’s dividend. If the company can’t pay it the next year as well, the dividend keeps getting added until the company can pay. These are known as cumulative preference shares. Thus, cumulative preference shares are those preference shares, the holders of which are entitled to recover the arrears of preference dividend, before any dividend is paid on equity shares.

Non-cumulative Preference Shares:

Some preference shares are non-cumulative — if the company can’t pay the dividend for one particular year, the dividend for that year lapses. If the company does not declare a dividend in any year due to any reason, such shareholders get nothing nor they can claim unpaid dividend of any year in any subsequent year.

Participating Preference Shares

They have fixed preference dividend and also a right to participate in surplus profits after a dividend is paid.

Non-Participating Preference Shares:

Such shares get only a fixed rate of dividend every year and there is no right to participate in the surplus profits.

Convertible Preference Shares:

Holders of these shares have right to get their preference shares to be converted into equity shares (but not debentures or other debt securities)

Non-Convertible Preference Shares

Holders of these shares have no right of getting their preference shares converted into equity shares

Differences  between Preference Shares and Equity shares

The differences between them are listed in the following table:

Difference between Preference Shares and Equity shares
Basis of DistinctionPreference SharesEquity Shares
Rate of DividendPaid at fixed rateMay vary , depending upon the profits
Arrears of DividendGet accumulated for cumulative preference sharesNo accumulation
Preferential RightsBefore Equity sharesAfter
Winding upHave a right to return of capital before equity shares . This means they are safer.Only paid when preference share capital is paid fully
Voting RightsNo voting rightsVoting rights
Right to participate in ManagementHave NO rightHave right

Investment in which type of share is safer?

The preference shares are safer investments than the equity shares. In case the company is wound up and its assets (land, buildings, offices, machinery, furniture, etc) are being sold, the money that comes from this sale is given to the shareholders. After all, shareholders invest in a business and own a portion of it.

Can a retail investor purchase Preference shares?

Please note that usually, the preference shares are most commonly issued by companies to institutions. That means, it is out of the reach of the retail investor. For example, banks and financial institutions may want to invest in a company but do not want to bother with the hassles of fluctuating share prices. In that case, they would prefer to invest in a company’s preference shares. Companies, on the other hand, may need money but are unwilling to take a loan. So they will issue preference shares. The banks and financial institutions will buy the shares and the company gets the money it needs. This will appear in the company’s balance sheet as ‘capital’ and not as debt (which is what would have happened if they had taken a loan).

Are preference shares traded in Stock Exchanges?

Preference Shares are NOT traded in stock exchange. This also means they are not ‘liquid’ assets; there’s little scope for the price of these shares to move up or down. On the other hand, ordinary or equity shares are traded in the markets and their prices go up and down depending on supply and demand for the stock. But, that does not mean the investor is stuck with his shares. After a fixed period, a preference shareholder can sell his/ her preference shares back to the company. This cannot be done with the ordinary shares. Ordinary shares can be only sold to another buyer in stock market. One can sell the ordinary shares back to the company only if the company announces a buyback offer.

Procedure of issuing the shares

There are several stages in the process of issuing shares such as issuing a prospectus, application of Shares, allotment of Shares, book building etc.

Prospectus

Whenever shares are to be issued to the public the company must issue a prospectus. Prospectus means an open invitation to the public to take up the shares of the company thus a private company need not issue prospectus. Even a Public Company issuing its shares privately need not issue a prospectus. However, it is required to file a “Statement in lieu of Prospectus” with the register of companies.

The Prospectus contains relevant information like names of Directors, terms of issue, etc. It also states the opening date of subscription list, amount payable on application, on allotment & the earliest closing date of the subscription list.

Over-subscription and Under Subscription

A person intending to subscribe to the share capital of a company has to submit an application for shares in the prescribed form, to the company along with the application money before the last date of the subscription mentioned in the prospectus.

Over Subscription: If the no. of shares applied for is more than the no. of shares offered to the public then that is called as over Subscription.

Under Subscription: If the no. of shares applied for is less then the no. of shares offered to the public then it is called as Under Subscription.

Allotment of Shares

After the last date of the receipt of applications is over, the Directors, Provide with the allotment work. However, a company cannot allot the shares unless the minimum subscription amount mentioned in the prospectus is collected within a stipulated period. The Directors pass resolution in the board meeting for allotment of shares indicating clearly the class & no. of shares allotted with the distinctive numbers. Then Letters of Allotment are sent to the concerned applicants. Letters of Regret are sent to those who are not allotted any shares & application money is refunded to them. Partial Allotment: In partial allotment the company rejects some application totally, refunds their application money & allots the shares to the remaining applicants.

Pro-rata Allotment

When a company makes a pro-rata allotment, it allots shares to all applicants but allots lesser shares then applied for E.g. If a person has applied for three hundred shares he may get two hundred shares.

Calls on Shares

The remaining amount of shares may be collected in instalments as laid down in the prospectus. Such instalments are called calls on Shares. They may be termed as “Allotment amount, First Call, Second Call, etc.”

  • Calls–in–Arrears: some shareholders may not pay the money due from them. The outstanding amounts are transferred to an account called up as “Calls-in-Arrears” account. The Balance of calls-in-arrears account is deducted from the Called-up capital in the Balance Sheet.
  • Calls–in–Advance: According to sec.92 of the Companies Act, a Company may if so authorized by it‟s articles, accept from a shareholder either the whole or part of the amount remaining unpaid on any shares held by them, as Calls in advance. No dividend is paid on such calls in advance. However, interest has to be paid on such calls in advance.

Issue of Shares on discount and Premium

A limited company may issue the shares on following different terms.

  1. Issue of Shares for Consideration other than cash or for cash or on capitalization of reserves.
  2. Issue of Shares at par i.e. at face value or at nominal value.
  3. Issue of Shares at a Premium i.e. at more than face value.
  4. Issue of Shares at a Discount i.e. at less than the face value.

Issue of shares at a premium

When the shares are issued at a price higher than the nominal value of the shares then it is called as shares issued at a premium. The amount of premium is decided by the board of Directors as per the guide lines issued by SEBI. Please note that the Securities Premium is a profit to the company, but it is not a revenue profit, it is treated as Capital Profit, which can be utilized only for the following purposes:

  • Issue of fully paid bonus shares to the existing shareholders.
  • Writing off the preliminary expenses of the company.
  • Writing off the expenses of issue or the commission paid or discount allowed on any issue of shares / debentures.
  • Providing the premium payable on redemption of preference shares or debentures. The company can utilize the security Premium for any other purpose only on obtaining the sanction of the court.

Issue of shares at a discount

The companies can issue the shares at a discount subject to the following conditions:

  1. The issue must be of a class of shares already issued.
  2. Not less than 1 year has at the date of issue elapsed since the date on which the company became entitled to commence business.
  3. The issue at a discount is authorized by a resolution passed by the company in the general meeting & sanctioned by the company law board.
  4. The maximum rate of discount must not exceed 10% or such rate as the company law board may permit.
  5. The shares to be issued at a discount must be issued within two months of the sanction by the company law board or within such extended time as the company law board may allow

IPO

When an unlisted company makes either a fresh issue of securities or an offer for sale of its existing securities or both for the first time to the public, it is called Initial Public Offering or IPO. An IPO paves way for listing and trading of the issuer’s securities.

How Pricing of IPO is done?

When a company makes an IPO, the prior requirement would be to decide a price of the Issue / share. The question is -who will decide what should be the price? In India, there is a system of free pricing since 1992. However, there are guidelines that the company (Issuer) will decide the price in consultation with Merchant Banker. Still there is no formula for deciding the price of an IPO. Please note that SEBI does not play any role on pricing of shares, but the company and merchant banker are required to give full disclosures of the parameters which they had considered while deciding the issue price. While deciding the prices, there are two possibilities,

  • Where company and Lead Merchant Banker fix a price. This is called Fixed Price.
  • Where the company and the Lead Manager (LM) stipulate a floor price or a price band and leave it to market forces to determine the final price. This is called the Price discovery through book building process.

Book Building

Book Building is basically a process used in IPOs for efficient price discovery. It is a mechanism where, during the period for which the IPO is open, bids are collected from investors at various prices, which are above or equal to the floor price. The offer price is determined after the bid closing date.

Please note that in our country, the Price discovery through book building process is more popular than a normal issue. In the case of Price discovery through book building process, the price at which securities will be allotted is not known, while in case of offer of shares through normal public issue, price is known in advance to investor. Under Book Building, investors bid for shares at the floor price or above and after the closure of the book building process the price is determined for allotment of shares.

Role of SEBI in issuing shares

Many companies float public issues in market everyday. They also advertise the IPO and often when we read such advertisements we come across such lines printed in small font.

Please read the prospectus carefully prior to investing.

While most of the companies are genuine, there are also few who may want to exploit the investors. Therefore, it is very important that an investor before applying for any issue to judge and identify the future potential of a company. SEBI guidelines stipulate that the company must provide “disclosure of information to the public“. This disclosure would include the information such as what is the reason for raising money, how this money will be spent, what are possible returns on expected money. All this contained in a document which is called “Prospectus”.

Apart from the above, the Prospectus would also cover information regarding the size of the issue, the current status of the company, its equity capital, its current and past performance, the promoters, the project, cost of the project, means of financing, product and capacity etc. It also contains lot of mandatory information regarding underwriting and statutory compliances. The sole objective of the Prospectus is to provide investors an opportunity to evaluate short term and long term prospects of the company.

Draft Offer Document

Now, we understand that Prospectus gives information to the public about the potential of an IPO and its issuer company. But what if the company shows the people a rosy picture in its prospectus? It is not possible, because before a prospectus is available to the general public, the company has to make a “Offer document’ , which is a “Prospectus” in case of a public issue or offer for sale and “Letter of Offer” in case of a rights issue which is filed with the Registrar of Companies (ROC) and Stock Exchanges (SEs). An offer document is thus a “Draft Prospectus”, which covers all the relevant information to help an investor to make his/her investment decision. The draft offer documents are filed with SEBI, at least 30 days prior to the registration of Red Herring Prospectus. Since it’s a draft, SEBI may specify changes, if any, in the draft Offer Document and the issuer or the lead merchant banker shall carry out such changes in the draft offer document before filing the Offer Document with ROC. The Draft Offer Document is made available on the SEBI website for public comments for a period of 21 days from the filing of the Draft Offer Document with SEBI.

Red Herring Prospectus

The literary meaning of idiom “Red Herring” is the rhetorical tactic of diverting attention away from an item of significance. In terms of capital markets, Red Herring Prospectus is a prospectus which contains all information about the IPO barring a few key details such as issue price.

Draft Red Herring Prospectus

The Indian regulatory framework is based on a disclosure regime. A company which wants to raise funds from public via public issues is needed to file a draft prospectus with SEBI(Securities and Exchange Board of India).

This prospectus has most information related to company’s operations, its directors, its past record etc. except some key details such as issue price. There is a bold disclaimer which mentions that the information is preliminary and subject to change. This is called Draft Red Herring Prospectus.

What SEBI does with DRHP?

SEBI reviews and ensures that adequate disclosures are made by the issuer to enable investors to make an informed investment decision in the issue. It must be clearly understood that SEBI does not ‘vet’ and ‘approve’ the offer document. Also, SEBI does not recommend the shares or guarantee the accuracy or adequacy of DRHP. SEBI’S observations on the draft offer document are forwarded to the merchant banker, who incorporates the necessary changes and files the final offer document with SEBI, Registrar of Companies (RoC) and stock exchanges. After reviewing the DRHP, the market regulator gives its observations which need to be implemented by the company. Once the observations are implemented, it gets final approval & the document then becomes RHP (Red Herring Prospectus).

When RHP’s registration with RoC becomes effective, a final prospectus which contains IPO price and issue size is released.

Follow on Public Offer

FPO refers to follow on public offering. It is also known as Further Issue. A Further Issue is s when an already listed company makes either a fresh issue of securities to the public or an offer for sale to the public, through an offer document.

What are Issue Price & Market Price?

The price at which a company’s shares are offered initially in the primary market is called as the Issue price. When they begin to be traded, the market price may be above or below the issue price.

Market Capitalization

The market value of a quoted company, which is calculated by multiplying its current share price (market price) by the number of shares in issue, is called as market capitalization. For example, if a company A has 150 million shares in issue and current market price is Rs. 100. The market capitalisation of company A is Rs. 15000 million.

What is ‘Listing & Delisting of Securities”?

Listing means admission of securities of an issuer to trading privileges (dealings) 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 control and supervision of trading. The term ‘Delisting of securities’ means permanent removal of securities of a listed company from a stock exchange. As a consequence of delisting, the securities of that company would no longer be traded at that stock exchange.

Voting Rights & Differential Voting Rights (DVR)

Please note that the owners of equity shares have the voting rights in the annual general meetings of the company. Traditionally, voting right was like universal suffrage such as ownership of one share conferred one vote.  Voting rights of a person in a company were equal to shares owned.  However, concept of shares with differential rights was introduced by the Companies (Amendment) Act 2000.

Section 86 of the Act was amended to make a provision to issue differential shares by Indian companies.  These shares are expected to benefit the investors as well as corporates. As per section 86, equity shares with differential rights as to dividend, voting or otherwise can be issued.

A DVR share is like an ordinary equity share, but it provides fewer voting rights to the shareholder. The objective of issuing DVR shares is for prevention of a hostile takeover and dilution of voting rights. It also helps strategic investors who do not want control, but are looking at a reasonably big investment in a company. At times, companies issue DVR shares to fund new large projects, due to fewer voting rights, even a big issue does not trigger an open offer.

The Companies Act permits a company to issue DVR shares when, among other conditions, the company has distributable profits and has not defaulted in filing annual accounts and returns for at least three financial years. However, the issue of such shares cannot exceed 25 per cent of the total issued share capital.

Denomination

A public limited company is free to make right or public issue of equity shares in any denomination determined by it.  It has however to comply with SEBI regulations that shares should not be of decimal of rupee and at any point of time there shall be only one denomination.

Face Value of Shares

Face Value is the nominal or stated amount (in Rs.) assigned to a security by the issuer. For shares, it is the original cost of the stock shown on the certificate; for bonds, it is the amount paid to the holder at maturity. Face Value is also known as the par value or simply par. For an equity share, the face value is usually a very small amount (Rs. 5, Rs. 10) and does not have much bearing on the price of the share, which may quote higher in the market, at Rs. 100 or Rs. 1000 or any other price. For a debt security, face value is the amount repaid to the investor when the bond matures (usually, Government securities and corporate bonds have a face value of Rs. 100). The price at which the security trades depends on the fluctuations in the interest rates in the economy.

Premium and Discount values

Securities are generally issued in denominations of 5, 10 or 100. This is known as the Face Value or Par Value of the security as discussed earlier. When a security is sold above its face value, it is said to be issued at a Premium and if it is sold at less than its face value, then it is said to be issued at a Discount.

Forfeiture of shares

When shares are allotted to an applicant, it becomes a contract between the shareholder & the company. The shareholder is bound to contribute to the capital and the premium if any of the company to the extent of the shares he has agreed to take as & when the Directors make the calls. If the fails to pay the calls then his shares may be forfeiture by the directors if authorised by the Articles of Association of the company. The Forfeiture can be only for non-payment of calls on shares and not for any other reasons.

Bonus Shares

Profit making companies may desire to convert their profit into share capital. This can be done by issue of bonus shares. Issue of Bonus shares is also called as conversion of profit into share capital or capitalisation of profits. Bonus can be of two types:

  • Making partly paid shares into fully paid by declaring bonus without requiring shareholders to pay for the same.
  • Issue of fully paid equity shares as bonus shares to the existing equity shareholders

Rights Shares

A company can issue additional shares at any time by passing an ordinary resolution at its General Meeting. However such additional shares must be first offered to the existing equity shareholders in the proportion of the shares already held by them. Such additional shares are called “Rights Shares”. Rights shares should be within the limits of the authorized capital. If not so, then the authorized capital must be increased first suitably. The issue of Rights Shares is to be made after two years from the formation of the company or after one year from the first allotment of shares.

Primary Market & Secondary Market

The mechanism by which the companies raise capital from the issuing if the shares is called Primary Market. Thus, Primary market is for raising the Equity capital or share capital, which is the owners’ interest on the assets of the enterprise after deducting all its liabilities. It appears on the balance sheet / statement of financial position of the company.

When the shareholder needs the money back, he / she would not sell it back to the company except in some cases, (such as buyback offer) but would sell them to other new investors. The trade of shares does not reduce or alter the company’s capital. This trading of shares is facilitated by the Stock Exchanges, which bring such sellers and buyers together and facilitate trading. Therefore, companies raising money from public are required to list their shares on the stock exchange. This mechanism of buying and selling shares through stock exchange is known as the secondary markets.

Stock Exchanges & Stock Markets

Stock exchanges are defined by the Securities Contract (Regulation) Act, 1956 [SCRA]. As per this act, anybody of individuals, whether incorporated or not, constituted for the purpose of assisting, regulating or controlling the business of buying, selling or dealing in securities, is called Stock Exchange. Stock exchange may be a regional stock exchange whose area of operation/jurisdiction is specified at the time of its recognition or national exchanges, which are permitted to have nationwide trading since inception. Examples are Delhi Stock Exchange and National Stock Exchange respectively.

Who owns the Stock Markets?

Please note that broker members of the exchange are both the owners and the traders on the exchange and they further manage the exchange as well. However, there can be two cases viz, Mutualized and demutualized exchanges. In a mutual exchange, the three functions of ownership, management and trading are concentrated into a single Group. This at times can lead to conflicts of interest in decision making. A demutualised exchange, on the other hand, has all these three functions clearly segregated, i.e. the ownership, management and trading are in separate hands.

What are the Factors that influence the price of a stock?

Factors that influence the price of a stock can be stock specific or market specific. The stock-specific factor is related to people’s expectations about the company, its future earnings capacity, financial health and management, level of technology and marketing skills. The market specific factor is influenced by the investor’s sentiment towards the stock market as a whole. This factor depends on the environment rather than the performance of any particular company. Events favourable to an economy, political or regulatory environment like high economic growth, friendly budget, stable government etc. can fuel euphoria in the investors, resulting in a boom in the market. On the other hand, unfavourable events like war, economic crisis, communal riots, minority government etc. depress the market irrespective of certain companies performing well. However, the effect of market-specific factor is generally short-term. Despite ups and downs, price of a stock in the long run gets stabilized based on the stock specific factors. Therefore, a prudent advice to all investors is to analyse and invest and not speculate in shares.

What are Bid and Ask prices?

The ‘Bid’ is the buyer’s price. It is this price that you need to know when you have to sell a stock. Bid is the rate/price at which there is a ready buyer for the stock, which you intend to sell. The ‘Ask’ (or offer) is what you need to know when you’re buying i.e. this is the rate/ price at which there is seller ready to sell his stock. The seller will sell his stock if he gets the quoted “Ask’ price.

What is a share market Index?

A share market Index shows how a specified portfolio of share prices is moving in order to give an indication of market trends. It is a basket of securities and the average price movement of the basket of securities indicates the index movement, whether upwards or downwards. BSE Sensex is one index. The BSE SENSEX is a free-float market capitalization-weighted stock market index of 30 well-established and financially sound companies listed on Bombay Stock Exchange. The 30 component companies which are some of the largest and most actively traded stocks, are representative of various industrial sectors of the Indian economy. Published since January 1, 1986, the SENSEX is regarded as the pulse of the domestic stock markets in India. The base value of the SENSEX is taken as 100 on April 1, 1979, and its base year as 1978-79. On 25 July, 2001 BSE launched DOLLEX-30, a dollar-linked version of SENSEX.

What is a Depository?

A depository is like a bank wherein the deposits are securities (viz. shares, debentures, bonds, government securities, units etc.) in electronic form. A Depository can be compared with a bank, which holds the funds for depositors. There are many similarities in Banks and Depositories.

  • While the Bank holds funds in an account, depositories hold securities in an account.
  • While Bank transfers funds between accounts on the instruction of the account holder, Depository transfers securities between accounts on the instruction of the account holder.
  • While the bank facilitates transfers without having to handle money, Depository facilitates transfers of ownership without having to handle securities. Banks keep safe money, depositories keep safe securities.

In India, we have two depositories viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

What is a Depository Participant?

After depository, we have another entity called Depository Participant. Depository provides its services to investors through its agents called depository participants (DPs). These agents are appointed by the depository with the approval of SEBI. According to SEBI regulations, amongst others, three categories of entities, i.e. Banks, Financial Institutions and SEBI registered trading members can become DPs. Please note that accounts are always no frills at Depositories. This means an investor can have an account with depository without any balance.

What is a Custodian?

There is one more entity about which you must know. It is called Custodian. A Custodian is basically an organisation, which helps register and safeguard the securities of its clients. Besides safeguarding securities, a custodian also keeps track of corporate actions on behalf of its clients. The functions of custodians are to maintain client’s securities account, Collecting the benefits or rights accruing to the client in respect of securities, keeping the client informed of the actions taken or to be taken by the issue of securities, having a bearing on the benefits or rights accruing to the client.

Securities Basics

What are Securities?

Security is a broader term in comparison to share market. The definition of ‘Securities’ as per the Securities Contracts Regulation Act (SCRA), 1956, includes instruments such as shares, bonds, scrips, stocks or other marketable securities of similar nature in or of any incorporate company or body corporate, government securities, derivatives of securities, units of collective investment scheme, interest and rights in securities, security receipt or any other instruments so declared by the Central Government. Securities Markets is a place where buyers and sellers of securities can enter into transactions to purchase and sell shares, bonds, debentures etc. Further, it performs an important role of enabling corporates, entrepreneurs to raise resources for their companies and business ventures through public issues. Transfer of resources from those having idle resources (investors) to others who have a need for them (corporates) is most efficiently achieved through the securities market. Stated formally, securities markets provide channels for reallocation of savings to investments and entrepreneurship. Savings are linked to investments by a variety of intermediaries, through a range of financial products, called ‘Securities’.

How security market is regulated in India?

The securities markets need regulation because there is absense of perfect competition and markets are prone to manipulation. It is the duty of the regulator to ensure

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. In India, 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 Securities and Exchange Board of India (SEBI). The Securities and Exchange Board of India (SEBI) is the regulatory statutory authority in India established under Section 3 of SEBI Act, 1992. SEBI Act, 1992 .The statutory powers of SEBI are:

  1. Protecting the interests of investors in securities
  2. Promoting the development of the securities market
  3. Regulating the securities market.
  4. Regulating the business in stock exchanges and any other securities markets
  5. Registering and regulating the working of stock brokers, sub–brokers etc.
  6. Promoting and regulating self-regulatory organizations
  7. Prohibiting fraudulent and unfair trade practices
  8. Calling for information from, undertaking inspection, conducting inquiries and audits of the stock exchanges, intermediaries, self – regulatory organizations, mutual funds and other persons associated with the securities market.
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