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INTRODUCTION

Every modern economy is based on sound financial system which helps in production, capital
and economic growth by encouraging savings habit, mobilizing savings from households and
other segments and allocating savings into productive usage such as trade, commerce,
manufacture, etc. Efficient transfer of resources from those having idle resources to others
who have a pressing need for them is achieved through financial markets.
FINANCIAL MARKET can be defined as “any marketplace where buyers and
sellers participate in the trade of financial securities, commodities, and other fungible items
of value at low transaction costs and at prices that reflect supply and demand”. There are
both general markets (where many commodities are traded) and specialized markets (where
only one commodity is traded). In finance, financial markets facilitate the raising of capital
(in the capital markets),the transfer of risk (in the derivatives markets), price discovery,
global transactions with integration of financial markets, the transfer of liquidity (in the
money markets), international trade (in the currency markets). Stated formally, financial
markets provide channels for allocation of savings to investment. These provide a variety of
assets to savers as well as various forms in which the investors can raise funds and thereby
decouple the acts of saving and investment. The savers and investors are constrained not by
their individual abilities, but by the economy’s ability, to invest and save respectively. 1The
financial markets, thus, contribute to economic development to the extent that the latter
depends on the rates of savings and investment. The financial markets have two major
components; the money market and the capital market.

1. The Money Market refers to “the market where borrowers and lenders exchange
short-term funds to solve their liquidity needs”. Money market instruments are
generally financial claims that have low default risk, maturities under one year and
high marketability.
2. The Capital Market is a “market for financial investments that are direct or indirect
claims to capital”. It is wider than the Securities Market and embraces all forms of
lending and borrowing, whether or not evidenced by the creation of a negotiable
financial instrument.2 The Capital Market comprises the complex of institutions and
1 Data retrieved from, http://www.studymode.com/essays/Markets-And-Financial-Instruments-1485500.html,
on 31st March 2018
2 Ibid.
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mechanisms through which intermediate term funds and long term funds are pooled
and made available to business, government and individuals. The Capital Market also
encompasses the process by which securities already outstanding are transferred.
 The Securities Market, however, refers to the markets for those
financial instruments/claims/obligations that are commonly and readily
transferable by sale. The Securities Market has two inter-dependent and
inseparable segments, the new issues (primary) market and the stock
(secondary) market.3

3 A K Majumdar, Company Law and Practice, Taxmann, (2000), at p 56.

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MEANING OF 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 corporate, 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 may take
a variety of forms such as equity, debt etc. They may issue the securities in domestic market
and/or international market.4
The primary market enables the government as well corporate in raising the capital that is
required to meet their requirements of capital expenditure and/or discharge of other
obligations such as exit opportunities for venture capitalist/ PE firms. The most common
primary mechanism for raising capital is an Initial Public Offer (IPO), under which shares are
offered to the public as a precursor to trading in the secondary market of an exchange. The
price at which the shares are to be issued is decided with the help of the book building
mechanism; in the case of oversubscription, the shares are allotted on a pro rata basis.
When securities are offered exclusively to the existing shareholders of company, as opposed
to the general public, it is known as Rights Issue. Another mechanism whereby a listed
company can issue equity shares, as well as fully and partly convertible debentures that can
be later converted into equity shares, to a Qualified Institutional Buyer (QIB) is termed as
Qualified Institutional Placement. In addition to raising capital in the domestic market,
companies can also issue securities in the international market through the ADR/GDR/ECB
route to raise capital.5
The primary market provides the channel for sale of new securities, while the secondary
market deals in securities previously issued. The issuer of securities sells the securities in the
primary market to raise funds for investment and/or to discharge some obligation.
In other words, the market wherein resources are mobilised by companies through issue of
new securities is called the primary market. These resources are required for new projects as
well as for existing projects with a view to expansion, modernisation, diversification and up
gradation.6
The issue of securities by companies can take place in any of the following methods:

4 V.L. Iyer, SEBI Practice Manual, Taxman Allied Service P Ltd.

5 M Y Khan, Indian Financial Systems, Tata McGraw Hill.
6 Securities laws and Compliances, The Institute of Company Secretaries of India.

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1. Initial public offer (securities issued for the first time to the public by the company);

2. Further issue of capital;

3. Rights issue to the existing shareholders. (On their renunciation, the shares can be
sold by the company to others also);

4. Offer of securities under reservation basis to:

 foreign partners and collaborators,

 mutual funds,

 merchant bankers,

 banks and institutions,

 non resident Indians and overseas corporate bodies,

 employees;

5. Offer to public;

6. Bonus Issue.

The Primary Market (New Issues) is of great significance to the economy of a country. It is
through the primary market that funds flow for productive purposes from investors to
entrepreneurs. The latter use the funds for creating new products and rendering services to
customers in India and abroad. The strength of the economy of a country is gauged by the
activities of the Stock Exchanges. The primary market creates and offers the merchandise for
the secondary market.

ROLE OF PRIMARY MARKET

The key function of the primary market is to facilitate capital growth by enabling individuals
to convert savings into investments. It facilitates companies to issue new stocks to raise
money directly from households for business expansion or to meet financial obligations. It
provides a channel for the government to raise funds from the public to finance public sector
projects. Unlike the secondary market, such as the stock market which trades listed shares
between buyers and sellers, the primary market exists for the issuance of new securities by
corporations and the government directly to investors.

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1. Household Savings: Companies raise funds in the primary market by issuing initial
public offerings (IPOs). These stock offerings authorize a share of ownership in the
company to the extent of the stock value. Companies can issue IPOs at par (market
value) or above par (a premium), depending on past performance and future
prospectus. In a booming economy, a greater number of corporations float IPOs since
more investors have surplus funds for investment purposes. Thus, the number of IPOs
issued is indicative of the health of the economy. Invariably, smaller companies
seeking funds for business expansion are the ones typically that float IPOs. But large,
well-established firms also become publicly traded companies to gain visibility and to
expand. Companies can raise an additional round of funding in the primary market by
floating a secondary public offering.

2. Global Investments: The primary market enables business expansion and growth for
domestic and foreign companies. International firms issue new stocks--American
Depository Receipts (ADRs)--to investors in the U.S., which are listed in American
stock exchanges. By investing in ADRs, which are dollar-denominated, you can
diversify the risk associated with putting all your savings in just one geographical
market.

3. Sale of Government Securities: The government directly issues securities to the

public via the primary market to fund public works projects such as the construction
of roads, building schools etc. These securities are offered in the form of short-term
bills, notes that mature in two to seven years, longer-term bonds and treasury
inflation-protected securities (TIPS) linked to the Consumer Price Index. Visit the
U.S. Treasury website for information about interest rates and maturity dates.

4. Primary Market Participants: An investment bank sets the offer price of the
corporate security as opposed to market forces, which determines the price in the
secondary market. While brokerage firms and online licensed dealers sell IPOs to the
public, you may not be allotted IPO shares because of the large demand for a small
number of shares typically issued by the company. Moreover, institutional investors
(large mutual funds and banks) usually get the lion's share of much anticipated IPOs.

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5. Market Risks: Government-issued U.S. Treasury bonds are free of credit risk.
However, the Securities and Exchange Commission cautions investors that IPOs are
inherently risky and therefore unsuited for low network individuals who typically are
risk-averse.

FUNCTION OF PRIMARY MARKET

Functions of the primary markets are the following:
1. Organisation of New Issues:
The organisation of new issues requires investigation of viability and prospects of
new projects. An important element of the organisation of new shares is the
knowledge about adequacy and structure of financial arrangements. The structure of
financial arrangements involves requirements and availability of promoter’s equity,
equity from public, debt-equity ratio short term funds, liquidity ratio, and foreign
exchange requirement. All this requires a careful study of the new issue by competent
and well trained staff.

2. Underwriting of New Issues:

Another step involved in floating a new issue is its underwriting. The term
underwriting means guaranteeing purchase of a specified amount of new issue at a
fixed price. The purchase may be for sale to the public, for only one’s portfolio or for
both the purposes. If the underwriter fails to sell the guaranteed amount of shares to
public, it will have to purchase the unsold shares by itself. The underwriter is paid a
commission for underwriting the new issue. Mostly underwriting of a new issue is
undertaken by a group of financial institutions.

3. Distribution of New Issue:

 Distribution of new issues means the sale of the stock to the public. There are
three main ways of selling the new issue to the public.
 Issue of a Prospectus to the Public: The issue is sold to the public by
issuing of prospectus. Prospectus is an invitation to the public to

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purchase the issue. The issue of a public prospectus is done through

advertisement. It gives details about the company, issue and the
underwriters. It Provides Liquidity:
 The function of providing liquidity to old stocks is important for
attracting new finance and for encouraging prospective investors to
invest in securities. They know that any time they want to get out of
them into cash they can go to the market and sell them off.
 Encouragement to New Investment: The new investment is also influenced by
the secondary market. It acts as an important indicator of the investment
climate in the economy. When stock prices of existing securities are rising and
the volume of trading activity in the secondary market goes up, new issues
also tend to increase as the primary market is better preferred. This is also a
good time for companies to come forward with new issues On the other hand,
when the secondary market is in doldrums the new market is also discouraged.

ADVANTAGES & DISADVANTAGES OF PRIMARY MARKET

Advantages:
1. Mobilisation of savings
2. Channelising savings for productive use
3. Source of large supply of funds
4. Rapid Industrial growth due to increase in production and productivity in the
economy.

Disadvantages:
1. Possibility of deceiving investors
2. No fixed norms for project appraisal
3. Lack of post issue seriousness eg. Facebook IPO
4. Ineffective rold of merchant bankers
5. Delay in allotment process

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THE RISE AND FALL OF PRIMARY MARKETS7

Only a few years back, any investor worth his salt thought that investing in primary
issues was the easiest and simplest way to make money. He scoffed at other "inferior" options
like mutual funds and bank deposits because they did not double or triple his money in a few
months time. Believe it or not, primary markets did that precisely - they posted near indecent
returns like 300 to 400% just in two months time. When the common investor benchmarked
all other investment options against these phenomenal returns, obviously they stood no
chance. Returns apart, investing in primary issues appeared so simple and "risk free"! All that
was required of investors to partake in the manna was to simply put as large an application as
possible because the proportionate allotment rule worked to the favour of big investors (small
investors were supposed to have gone to mutual funds) and pray for a large allotment. Once
they received some shares on the large subscription, they just offloaded their holdings at the
listed prices, which were at a hefty premium to the issue price not because of any good
fundamentals of the issuing company but simply because demand was far greater than the
supply and waited for the next IPO to make another killing. As profit booking became so
simple, money flowed from all directions, some legal and some not so legal - the markets
boomed and promoters, brokers and investors all made merry. "Entrepreneurs" of all sorts
mushroomed to float companies with fancy projects and launched IPOs with tall promises to
give high earnings and dividends. But no one bothered to check the prospectuses or the
credentials of these promoters because there was enough money to be made by every one or
so they thought, until the markets crashed like the proverbial nine pins.

What drove the primary markets to these dizzy heights only to collapse later?

7 “Role of Primary Market in India” International Journal of Academic Research and Development, ISSN:
2455-4197, last visited on 30th March 2018

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Those were the early days of liberalization and the foreign institutional investors and
mutual funds had no clue as to the levels of transparency or corporate governance absent in
the Indian companies. They believed in the picture specially painted for them by the wily
promoters, liked it and invested heavily believing in what was right in the West would be
right in the East as well. They were rudely shaken when the promised projects failed to take
off because of rampant diversion of money, plain incompetence and severe change in the
economic climate. Then came, the ice winter of stock market gloom, which lasted for
probably the longest period in the near history. As investors lost money and faith in the
primary market, they punished all the issuers - IPO after IPO failed to get the desired
response from the markets - it almost became impossible for any company to raise money
from the stock markets. Genuine companies, which lined up on-going projects for funds to be
raised from the market were driven to desperation and borrowed at usurious rates that broke
the back of their balance sheets. The high cost of borrowing made debt servicing difficult and
defaults occurred even from corporate organizations known for their high credit worthiness.
The South Asian crisis further made life very difficult for Indian entrepreneurs as their
exports failed to take off and money got locked up in huge inventories. This was the perfect
recipe for disaster and doomsayers were busy writing the epitaph on the Indian economic
revival. As the economy teetered on the verge of collapse, the outlook has changed slowly but
surely - software sector came to the rescue of the markets, a few robust companies lifted the
market from their lowest depths to the present peaks of unprecedented highs. And the Bull
Run began all over again. Markets are in frenzy with institutional buying and as the index
zoomed to 14500 levels, the primary market issues were back with a bang. Many analysts
said investors were climbing up the same learning curve all over again. Some of the
'companies' that came out with IPOs hardly had the right credentials or performance track
record to justify the public offer. But, the investors starved so long for 'good' issues were
merrily lapping up all of them. Happily so far, they all made money as the scripts listed above
their issue prices posted handsome returns in very short term.

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ROLE OF SEBI IN REGULATING THE PRIMARY MARKETING

Capital market intermediaries are a vital link between the regulators, issuers and investor.
Any aberrations in the capital markets has presumably direct bearing on the intermediaries,
their governance processes and practices which in turn affect the confidence of the markets. It
is therefore necessary to ensure good governance practice of the intermediaries and also to
have constant monitoring and surveillance on the acts of intermediaries. Securities and
Exchange Board of India Act, 1992 was framed to provide for the establishment of a Board to
protect the interest of investors in securities and to promote the development of and regulate
the securities market and for matter connected therewith and incidental thereto.8 As per
Section 11 of SEBI Act, it is the duty of SEBI to register and regulate 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
advisors and such other intermediaries who may be associated with securities market in any
manner.
SEBI has issued regulations in respect of each intermediary to ensure proper services to be
rendered by them to the investors and the capital market.
The regulation is primarily principle based and some significant changes in the framework
are given below:
 Permanent Registration: Subject to compliance with the SEBI Act, regulations,
updation of relevant disclosures and payment of fees registration shall be permanent.
 Registration for multiple activities: The process for registration for undertaking
multiple activities by the same intermediary has been simplified.
8 S. Suryanarayanan, V. Varadarajan, SEBI – Law, Practice & Procedure, Commercial Law Publishers Pvt. Ltd..

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 Registration Form- information divided into two parts Part 1 of the form will be
disclosed and available to the public and Part II will contain such information which
will be retained with the Board as regulatory filing.
 .Fit and Proper person requirements: The criteria to determine whether the intermediary
is a Fit and Proper person have been revised and are now principle based.
 Suspension/Cancellation of certificate of registration: The manner of
suspension/cancellation of any certificate granted to any person has been provided in
the regulations. Consequently the SEBI (Procedure for holding enquiry by enquiry
officer and imposing penalty) Regulations, 2002 has been repealed and SEBI
(Intermediaries) Regulations, 2008 has taken place.

Regulations for Intermediaries in Primary Market

1. Merchant Bankers:
Merchant Banker‘ means any person engaged in the business of issue management by
making arrangements regarding selling buying or subscribing to securities or acting as
manager/consultant/advisor or rendering corporate advisory services in relation to such issue
management. SEBI has advised that merchant bankers shall undertake only those activities
which relate to securities market. These activities are:9
 Managing of public issue of securities;

 Underwriting connected with the aforesaid public issue management business;

 Managing/Advising on international offerings of debt/equity i.e. GDR, ADR,

bonds and other instruments;

 Private placement of securities;

 Primary or satellite dealership of government securities;

 Corporate advisory services related to securities market including takeovers,
acquisition and disinvestment;
 Stock broking;
 Advisory services for projects;
 Syndication of rupee term loans;
 International financial advisory services.

9 SEBI (Merchant Bankers) Rules, 1992; SEBI (Merchant Bankers) Regulations, 1992.

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The activities of the merchant bankers in the Indian capital market are regulated by SEBI
(Merchant Bankers) Rules, 1992 and SEBI (Merchant Bankers) Regulations, 1992. While the
rules were notified by the Central Government in exercise of the powers conferred by section
29 of SEBI Act, 1992, the regulations were notified by SEBI in exercise of the powers
conferred by section 30 of SEBI Act, 1992 after approval of the Central Government. Both
the rules and the regulations took effect on 22nd December, 1992 on their publication in the
Gazette of India. Central Government vide its notification dated 07 September, 2006 has
recinded the SEBI (Merchant Bankers) Rules, 1992.

2. Registrars and Share Transfer Agents:

The Registrars to an Issue and Share Transfer Agents constitute an important category of
intermediaries in the primary market. They render very useful services in mobilising new
capital and facilitating proper records of the details of the investors, so that the basis for
allotment could be decided and allotment ensured as per SEBI Regulations.10
They also render service to the existing companies in servicing the share capital contributed
by the investors. The system of share transfers gives liquidity to the investment and helps the
investors to easily acquire or dispose off shares in the secondary market. The share transfer
agents who have the necessary expertise, trained staff, reliable infrastructure and SEBI
licence render service to the corporate by undertaking and executing the transfer and
transmission work relating to the company‘s shares and securities. Thus they have a role to
play both in the primary and the secondary markets.
Though, after the introduction of the Depository system in India, very large corporates are
required to switch-over to dematerialised system of share holding which does not involve
issue of individual share certificates or securities to the investors, large existing companies
still continue in the old system of security issue and their transfer and transmission are being
handled by the company‘s own securities department or in the alternative by the share
transfer agents. Unless and until the old system is totally eliminated, the share transfer agents
will continue to have a role to play in the Indian capital market by rendering service to the
corporate in the area of public issue as well as share transfer and share transmission.

10 SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993.

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SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 were notified by
SEBI on 31st May, 1993 in exercise of the powers conferred by Section 30 of SEBI Act,
1992, with the approval of Central Government.

3. Underwriters:
Underwriting is an arrangement whereby certain parties assure the issuing company to take
up shares, debentures or other securities to a specified extent in case the public subscription
does not amount to the expected levels. For this purpose, an arrangement (agreement) will be
entered into between the issuing company and the assuring party such as a financial
institution, banks, merchant banker, broker or other person.11
It is necessary for a public company which invites public subscription for its securities to
ensure that its issue is fully subscribed. The company cannot depend on its advertisements to
bring in the full subscription. In case of any short-fall, it has to be made good by underwriting
arrangements made in advance of the opening of the public issue.
Underwriters represent one of the key elements among the capital market intermediaries.
They facilitate raising of capital by assuring to take up the unsubscribed portion up to a
specified limit. SEBI (Underwriters) Regulations, 1993 were notified by SEBI in exercise of
the powers conferred by Section 30 of SEBI Act, 1992 with the approval of Central
Government. They came into force from 8th October, 1993.

4. Bankers to an Issue
The Banks render crucial service in mobilisation of capital for companies. While one or more
banks may function as Bankers to the Issue as well as collection banks, others may do the
limited work of collecting the applications for securities along with the remittance in their
numerous branches in different centres. The banks are expected to furnish prompt
information and records to the company and to the lead manager for monitoring and
progressing the issue work. For this purpose, the company has to enter into an agreement
with different banks specifying the conditions, terms and remuneration for services to be
rendered by each such bank.
SEBI (Bankers to an Issue) Regulations, 1994 were notified from 14th July, 1994 in exercise
of the powers conferred by Section 30 of SEBI Act, 1994 after approval by the Central
Government.

11 SEBI (Underwriters) Regulations, 1993.

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5. Debenture Trustees
Debentures, Bonds and other hybrid instruments in most cases unless otherwise specified,
carry securities for the investors unlike in the case of equity and preference shares. It is
necessary that the company makes proper arrangements to extend assurances and comply
with legal requirements in favour of the investors who are entitled to this type of security.
Intermediaries such as Trustees who are generally Banks and Financial Institutions render this
service to the investors for a fee payable by the company. The issuing company has to
complete the process of finalising and executing the trust deed or document and get it
registered within the prescribed period and file the charge with the Registrar of Companies
(ROC) in respect of the security offered.12
SEBI (Debenture Trustees) Regulations, 1993 were notified by SEBI effective from 29th
December, 1993 in exercise of the powers conferred by Section 30 of SEBI Act, 1992 after
previous approval of the Central Government.

REGULATION FOR ACTIVITIES AND PROCEDURE IN PRIMARY MARKET

A. Issue of Equity Shares: SEBI (ICDR) Regulations, with reference to issue of equity
shares are important and cover the following:13
 a public issue

 a rights issue, where the aggregate value of specified securities offered is fifty
lakh rupees or more

 a preferential issue

 an issue of bonus shares by a listed issuer

 a qualified institutions placement by a listed issuer

 an issue of Indian Depository Receipts.

B. Eligibility Norms for Public Issue:

12 SEBI (Debenture Trustees) Regulations, 1993.

13 Securities laws and Compliances, The Institute of Company Secretaries of India.

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1. Unlisted Company: An unlisted company can 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 conditions14:
(a)The company has net tangible assets of at least Rs. 3 crores 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 has 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 has a net worth of at least Rs. 1 crore 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 size, does not exceed five (5) times its preissue net worth as per the
audited balance sheet of the last financial year.
(e)In case the company has changed its name within the last one year, at least 50% of the
revenue for the preceding 1 full year is earned by the company from the activity suggested
by the new name;

2. Listed Company:
A listed company shall be eligible to make a public issue of equity shares or any other
security which may be converted into or exchanged with equity shares at a later date: the
aggregate of the proposed issue and all previous issues made in the same financial year in
terms of size, issue size does not exceed 5 times its pre-issue networth as per the audited
balance sheet of the last financial year.
However, in case there is a change in the name of the issuer company within the last 1 year
reckoned from the date of filing of the offer document, the revenue accounted for by the
activity suggested by the new name is not less than 50% of its total revenue in the preceding
1 full-year period

3. Alternative Eligibility Norms for Public Issue:

To provide sufficient flexibility and also to ensure that genuine companies do not suffer on
account of rigidity of the parameters, SEBI has provided alternative route to company not
satisfying any of the above conditions, for accessing the primary Market, as under15:

14 Regulation 26, SEBI (ICDR) Regulations, 2009

15 Regulation 26, SEBI (ICDR) Regulations, 2009

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(a) (i) The issue is made through the book-building process, with at least 50% of net offer to
public) being allotted to the Qualified Institutional Buyers (QIBs), failing which the full
subscription monies shall be refunded.
OR

(a) (ii) The ―project‖ has at least 15% participation by Public Financial Institutions/
Scheduled Commercial Banks, of which at least 10% comes from the appraiser(s). In addition
to this, at least 10% of the issue size shall be allotted to QIBs, failing which the full
subscription monies shall be refunded
AND

(b) (i) The minimum post-issue face value capital of the company shall be Rs. 10 cr.

OR

(b) (ii) There shall be a compulsory market-making for at least 2 years from the date of
listing of the shares, subject to the following:
(a) Market makers undertake to offer buy and sell quotes for a minimum depth of three
hundred specified securities;
(b) Market makers undertake to ensure that the bid-ask spread difference between
quotations for sale and purchase for their quotes shall not at any time exceed 10%;
(c)The inventory of the market makers, as on the date of allotment of securities, shall
be at least 5% of the proposed issue of the company.

In addition to satisfying the aforesaid eligibility norms, the company shall also satisfy the
criteria of having at least 1000 prospective allotees in its issue.

Public Issue of shares means the selling or marketing of shares for subscription by the public
by issue of prospectus. For raising capital from the public by the issue of shares, a public
company has to comply with the provisions of the Companies Act, the Securities Contracts
(Regulation) Act, 1956 including the Rules made thereunder and the guidelines and
instructions issued by the concerned Government authorities, the Stock Exchanges and SEBI
etc.

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4. Different means of raising funds/ issuing securities in Primary Market: A company can
raise funds from the primary market through different method:

(a) Public issue: When an issue/offer of securities is made to new investors for becoming
part of shareholders‘ family of the issuer it is called a public issue. Public issue can be further
classified into Initial public offer (IPO) and Further public offer (FPO). The significant
features of each type of public issue are illustrated below16:

I. Initial public offer (IPO): When an unlisted company makes either a fresh issue
of securities or offers its existing securities for sale or both for the first time to the
public, it is called an IPO. This paves way for listing and trading of the issuer‘s
securities in the Stock Exchanges.

II. Further public offer (FPO) or Follow on offer: When an already listed company
makes either a fresh issue of securities to the public or an offer for sale to the
public, it is called a FPO.

(b) Right issue (RI): When an issue of securities is made by an issuer to its shareholders
existing as on a particular date fixed by the issuer (i.e. record date), it is called a rights issue.
The rights are offered in a particular ratio to the number of securities held as on the record
date.

(c) Bonus issue: When an issuer makes an issue of securities to its existing shareholders as
on a record date, without any consideration from them, it iscalled a bonus issue. The shares
are issued out of the Company‘s free reserve or share premium account in a particular ratio to
the number of securities held on a record date.

(d) Private placement: When an issuer makes an issue of securities to a select group of
persons not exceeding 49, and which is neither a rights issue nor a public issue, it is called a
private placement. Private placement of shares or convertible securities by listed issuer can be
of two types:

16 V.K. Bhalla, Investment Management - Security Analysis and Portfolio Management, S. Chand & Co. Ltd.

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a. Preferential allotment: When a listed issuer issues shares or convertible

securities, to a select group of persons in terms of provisions of Chapter VII of
SEBI (ICDR) Regulations, it is called a preferential allotment. The issuer is
required to comply with various provisions which inter alia include pricing,
disclosures in the notice, lock in etc., in addition to the requirements specified
in the Companies Act.

b. Qualified institutions placement (QIP): When a listed issuer issues equity

shares or securities convertible in to equity shares to Qualified Institutions
Buyers only in terms of provisions of Chapter VIII of SEBI (ICDR)
Regulations, it is called a QIP.

5. Other salient features of ICDR, regulations:

A. Debarment: An issuer can not make a public issue or rights issue of specified
securities 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. If any of the promoters, directors 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 any order or
directions made by SEBI.17
B. Filing of other Document: An issuer company can not make any public issue
of securities, unless a draft offer document has been filed with SEBI through a
Merchant Banker, at least 30 days prior to registering the prospectus with the
Registrar of Companies (ROC) or filing the letter of offer with the designated
stock exchange.
However, if SEBI specifies changes or issues observations on the draft
Prospectus within 30 days from the date of receipt of the draft Prospectus by
SEBI the issuer company or the Lead Manager to the Issue shall carry out such
changes in the draft Prospectus or comply with the observations issued by
SEBI before filing the Prospectus with ROC. SEBI may specify changes or
issue observations, if any, on the draft prospectus within 30 days from the later
of the date of receipt of the draft offer document or the date of receipt of

17 V.K. Bhalla, Investment Management - Security Analysis and Portfolio Management, S. Chand & Co. Ltd.

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satisfactory reply from the lead merchant bankers. Where SEBI has sought any
clarification or additional information from them or the date of receipt of
clarification or information from any regulator or agency, where SEBI has
sought any clarification or information from such regulator or agency or the
date of receipt of a copy of in-principal approval letter issued by the recognized
stock exchanges.
The lead merchant banker should while filing the offer document with SEBI,
file a copy of such document with the recognized stock exchanges where the
specified securities are proposed to be listed and a soft copy of the offer
document should also be furnished to SEBI.

C. Issue of securities in dematerialised form:A company cannot make public or

rights issue or an offer for sale of securities, unless the company enters into an
agreement with a depository for dematerialization of securities already issued
or proposed to be issued to the public or existing shareholders; and the
company gives an option to subscribers/ shareholders/ investors to receive the
security certificates or hold securities in dematerialized form with a depository.
D. Fast Track Issues (FTIs): Considering the need to enable well established and
compliant listed companies to access Indian primary market in a time effective
manner through follow-on public offerings and rights issues, it has been
decided by SEBI to enable listed companies satisfying certain specified
requirements to make Fast Track Issues (FTIs). 18 Accordingly such listed
companies are now able to proceed with follow-on public offering/rights issue
by filing a copy of the Red Herring Prospectus (in case of book built
issue)/Prospectus (in case of fixed price issue) registered with the Registrar of
Companies or the letter of offer filed with Designated Stock Exchange, as the
case may be, with SEBI and stock exchanges. Such companies are not required
to file draft offer document with SEBI and stock exchanges.
E. Introduction of ASBA: In its continuing endeavour to make the existing
public issue process more efficient, SEBI has introduced a supplementary
process of applying in public issues, viz., the Applications Supported by

18 Regulation 10, ICDR, 2009.

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Blocked Amount (ASBA) process.19 The ASBA process is available in all

public issues made through the book building route. It shall co-exist with the
current process, wherein cheque is used as a mode of payment. ASBA is an
application for subscribing to an issue, containing an authorization to block the
application money in a bank account. Self Certified Syndicate Bank (SCSB) is
a bank which offers the facility of applying through the ASBA process.
An ASBA investor submits an ASBA physically or electronically through the
internet banking facility, to the SCSB with whom the bank account to be
blocked, is maintained. The SCSB then blocks the application money in the
bank account specified in the ASBA, on the basis of an authorization to this
effect given by the account holder in the ASBA. The application money
remains blocked in the bank account till finalisation of the basis of allotment in
the issue or till withdrawal/failure of the issue or till withdrawal/rejection of the
application, as the case may be. The application data shall thereafter be
uploaded by the SCSB in the electronic bidding system through a web enabled
interface provided by the Stock Exchanges. Once the basis of allotment of
finalized, the Registrar to the Issue sends an appropriate request to the SCSB
for unblocking the relevant bank accounts and for transferring the requisite
amount to the issuer‘s account.
F. Minimum Subscription: The minimum subscription to be received in an issue
should not be less than ninety percent of the offer through offer document. In
the event of non-receipt of minimum subscription all applications moneys
received should be refunded to the applicants forthwith, but not later than20:
a. fifteen days of the closure of the issue, in case of a non-underwritten
issue.

b. seventy days of the closure of the issue, in case of an underwritten issue.

Where minimum subscription including devolvement obligations paid by the

underwriters is not received within 60 days of the closure of issue.21

19 Regulation 2(d), ICDR, 2009

20 Regulation 14, ICDR, 2009.
21 Ibid.

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G. Green Shoe Option Facility: Green Shoe Option‖ means an option of

allocating shares in excess of the shares included in the public issue and
operating a post-listing price stabilizing mechanism in accordance with the
provisions of Regulation 45 of SEBI (ICDR) Regulations, 2009.22
GSO in the system of IPO using book-building method was recognised by
SEBI in India through its new guidelines on 14th August 2003 (vide SEBI/
CFD/DIL/DIP/ Circular No. 11). ICICI bank has used Green Shoe Option in
the first time in case of its public issue through book building mechanism in
India. A company desirous of availing this option, should in the resolution of
the general meeting authorising the public issue, seek authorisation also for the
possibility of allotment of further shares to the Stabilising Agent (SA) at the
end of the stabilisation period.23
The company should appoint one of the merchant bankers or book runners,
amongst the issue management team, as the stabilising agent (SA), who will be
responsible for the price stabilisation process, if required. The SA shall enter
into an agreement with the issuer company, prior to filing of offer document
with SEBI, clearly stating all the terms and conditions relating to this option
including fees charged/expenses to be incurred by SA for this purpose.
The SA should also enter into an agreement with the promoter(s) or pre-issue
shareholders who will lend their shares under the provisions of this scheme,
specifying the maximum number of shares that may be borrowed from the
promoters or the shareholders, which shall not be in excess of 15% of the total
issue size.24
In case of an initial public offer by a unlisted company, the promoters and pre
issue shareholders and in case of public issue by a listed company, the
promoters and pre-issue shareholders holding more than 5% shares, may lend
the shares subject to the provisions of this scheme. The SA should borrow
shares from the promoters or the pre-issue shareholders of the issuer company
or both, to the extent of the proposed over-allotment. However, the shares so
referred shall be in dematerialized form only.
22 Regulation 38 & 45, ICDR, 2009.
23 Ibid.
24 Regulation 38 & 45, ICDR, 2009.

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The allocation of these shares should be pro rata to all the applicants. The
stabilisation mechanism should be available for the period disclosed by the
company in the prospectus, which shall not exceed 30 days from the date when
trading permission was given by the exchange(s).
The money received from the applicants against the over-allotment in the green
shoe option should be kept in the GSO Bank Account, distinct from the issue
account and shall be used for the purpose of buying shares from the market,
during the stabilisation period.
The shares bought from the market by the SA, if any during the stabilization
period, should be credited to the GSO Demat Account.
The shares bought from the market and lying in the GSO Demat Account
should be returned to the promoters immediately, in any case not later than 2
working days after the close of the stabilisation period. The prime
responsibility of the SA should be to stabilise post listing price of the shares. To
this end, the SA should determine the timing of buying the shares, the quantity
to be bought, the price at which the shares are to be bought etc. On expiry of
the stabilisation period, in case the SA does not buy shares to the extent of
shares over-allotted by the company from the market, the issuer company shall
allot shares to the extent of the shortfall in dematerialized form to the GSO
Demat Account, within five days of the closure of the stabilisation period.
These shares shall be returned to the promoters by the SA in lieu of the shares
borrowed from them and the GSO Demat Account shall be closed thereafter.
The company shall make a final listing application in respect of these shares to
all the exchanges where the shares allotted in the public issue are listed. The
provisions relating to preferential issues shall not be applicable to such
allotment.25

H. IPO Grading: IPO grading is a service aimed at facilitating the assessment of

equity issues offered to public. The grade assigned to any individual issue
represents a relative assessment of the fundamentals’ of that issue in relation to
the universe of other listed equity securities in India. Such grading is assigned
on a five-point point scale with a higher score indicating stronger

25 Regulation 38 & 45, ICDR, 2009.

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fundamentals. IPO grading is different from an investment recommendation.

Investment recommendations are expressed as buy, hold or sell and are based
on a security specific comparison of its assessed fundamentals factors’
(business prospects, financial position etc.) and market factors (liquidity,
demand supply etc.) to its price.
On the other hand, IPO grading is expressed on a five-point scale and is a
relative comparison of the assessed fundamentals of the graded issue to other
listed equity securities in India.

CRITICALLY ANALYSIS ON SEBI’S REGULATION OVER INDIAN PRIMARY

MARKET26

The fundamental objective of the economic reforms undertaken by the government since
1991-92 was to bring rapid and sustained improvement in the quality of life of the people of
India. It was with this set of objectives that the government had undertaken economic reforms
since 1991-92. One of the important aspects of this reform package was to increase the
efficiency of the financial system and securities market so that larger saving could be
channeled for productive use reforms in the public sector. Reforms in the primary market
have to be appreciated very well in light of the regulatory framework in regards to market
players involved in the work of issue. The regulations guidelines and notifications of SEBI
have focused right from vetting of the prospectus to actually reaching the secondary market

26 Article on “ A critically analysis on SEBI’s regulation over Indian securities market” by Dr. Gyanendra
Kumar Sahu

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and have ensured a fair play ensuring the Protection of the interest of the Investor. Reforms in
the Primary securities market over a decade or so have been of immense help to the investors.
Since the Primary market provides for floating of capital of the Company, measures regarding
market intermediaries, their eligibility criteria and simplification and streamlining of issue
procedure has been the areas of achievement from the aspect of regulatory framework in
India. Disclosure requirement of Company through its prospectus, market players and all
those who play a part in the Primary market has been appreciated and strengthened with the
growing time and need of the Hour. The focus of these measures was to enhance the level of
investor confidence and inhibit fraud in public offerings. To give effect to these measures, the
Guidelines for Disclosure and Investor Protection were amended [11]. Further the
introduction of Book Building, Regulations of Credit rating agencies, lock in requirements
and Enhancing the Disclosure requirement has been the Achievement over a period of more
than a decade since SEBI has taken Charge as a Regulator of the Capital Market in India.

CONCLUSION
Our review of SEBI’s performance in the twenty-six years since its establishment in its
current incarnation as an adequately empowered and independent regulator indicates that
there has been an all-round improvement in the institutional framework in which the
securities trade in India is conducted. Progressively, over time, nearly every actor who is
directly connected with the securities trade has been brought under the regulatory ambit of
SEBI. A combination of registration, licensing, eligibility conditions, and incentives allows
SEBI to rein in non-compliant behaviour that could potentially affect the functioning of the
securities market adversely.
Similarly, many of the important processes have been regulated such as takeover activities,
insider trading, manipulative practices, issuance of employee share options and so on. It is
thus reasonable to claim that the regulatory framework is fairly comprehensive in its
coverage of the securities trade.

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In terms of the functioning of the market, SEBI has mandated an enormous increase in the
flow of information at the time of listing, after listing and relating to the trade. The long
history of the functioning of the capital market and securities industry in India suggest that
voluntary disclosure may not have become a pervasive trend and that without a regulatory
push, there would have been underproduction of information. SEBI has secured for itself a
say in the process of writing accounting rules through NACAS.
In terms of enforcement, the data suggest that SEBI has achieved considerable progress in
terms of detecting and disposing of instances of non-compliance or infractions. This has also
been borne out by the relatively orderly functioning of the trading and settlement systems
with hardly any instances of payment crises shutting down the exchanges as in the past until
the mid-nineties. However, both the primary and secondary markets have been affected from
time to time by various other troubles that sometimes assumed the proportion of a scam as in
the case of the IPOs of Yes Bank, IDFC and several others. Most recent is the much hyped
Sahara case, where more than crore investors are being affected due to lack of
regulatory/statutory measures.

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