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    A

    PRESENTATION ONFINANCIAL SYSTEM

    With Special Focus To CAPITAL MARKET

    PREPARED BY :

    DR. BHAWIN PATELCORE FACULTY - FINANCE

    NSVKMS MBA COLLEGE, VISNAGAR.EMAIL: [email protected]

    1 A Presentation by Dr. Bhawin Patel (Asst. Professor - Finance)

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    y ( )

    FINANCIAL SYSTEM

    What is Financial System? Financial system is a set of Financial

    Markets , Financial Intermediaries andFinancial Instruments (products) .

    A Presentation by Dr. Bhawin Patel(Asst. Professor - Finance)

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    FINANCIAL MARKETS

    CAPITAL MARKET

    1. PRIMARY MARKET

    2. SECONDARY MARKET MONEY MARKET COMMODITIES MARKET

    DEBT MARKET FOR-EX MARKET DERIVATIVE MARKET

    A Presentation by Dr. Bhawin Patel(Asst. Professor - Finance)

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    FINANCIAL INSTRUMENTS

    Banking Products Insurance Policies

    Mutual Funds Bonds and Debentures Shares of all types Govt. Securities etc

    A Presentation by Dr. Bhawin Patel(Asst. Professor - Finance)

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    CAPITAL MARKETCAPITAL MARKET MEANINGCapital Market is market for long-term funds.

    PRIMARY MARKET OR NEW ISSUE MARKET (NIM)

    MEANING AND FUNCTIONS

    SECONDARY MARKET OR STOCK EXCHANGE (SE)

    MEANING AND FUNCTIONS

    ISSUE MECHANISMSEBI

    LISTING OF SECURITIESA Presentation by Dr. Bhawin Patel

    (Asst. Professor - Finance)6

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    PRIMARY MARKET

    It is also known as New Issue Market. The Primary Market is that part of the capital

    market that deals with the issueance of new securities .

    Companies, governments or public sectorinstitutions can obtain funding or finance throughthe sale of a new stock or bond issue .

    The New Issues by Companies in Primary Market is called as Initial Public Offerings (IPO) .

    A Presentation by Dr. Bhawin Patel(Asst. Professor - Finance)

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    http://en.wikipedia.org/wiki/Capital_markethttp://en.wikipedia.org/wiki/Capital_markethttp://en.wikipedia.org/wiki/Security_(finance)http://en.wikipedia.org/wiki/Fundinghttp://en.wikipedia.org/wiki/Stock_issuehttp://en.wikipedia.org/wiki/Bond_issuehttp://en.wikipedia.org/wiki/Bond_issuehttp://en.wikipedia.org/wiki/Bond_issuehttp://en.wikipedia.org/wiki/Bond_issuehttp://en.wikipedia.org/wiki/Stock_issuehttp://en.wikipedia.org/wiki/Fundinghttp://en.wikipedia.org/wiki/Security_(finance)http://en.wikipedia.org/wiki/Capital_markethttp://en.wikipedia.org/wiki/Capital_markethttp://en.wikipedia.org/wiki/Capital_market
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    FEATURES OF PRIMARY MARKETS This is the market for new long term equity capital . The

    primary market is the market where the securities are soldfor the First Time . Therefore it is also called the new issuemarket (NIM).

    In a primary issue, the securities are issued by thecompany directly to investors.

    The company receives the money and issues new securitycertificates to the investors.

    Primary issues are used by companies for the purpose of setting up new business or for expanding or modernizingthe existing business.

    The primary market performs the crucial function of facilitating capital formation in the economy.

    A Presentation by Dr. Bhawin Patel(Asst. Professor - Finance)

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    http://en.wikipedia.org/wiki/Equity_capitalhttp://en.wikipedia.org/wiki/Equity_capitalhttp://en.wikipedia.org/wiki/Equity_capitalhttp://en.wikipedia.org/wiki/Equity_capital
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    SECONDARY MARKET

    Secondary Market is also known as Stock Exchangelike BSE and NSE.

    The secondary market , is a part of Capital Market inwhich previously issued shares, bonds , options ,and futures are bought and sold.

    The term "secondary market" is also used to refer tothe market for any used goods or assets.

    In Secondary Market the existing shares are bought and sold by investors and thus its provide liquidity toinvestors indirectly .

    A Presentation by Dr. Bhawin Patel(Asst. Professor - Finance)

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    http://en.wikipedia.org/wiki/Bond_(finance)http://en.wikipedia.org/wiki/Option_(finance)http://en.wikipedia.org/wiki/Futures_contracthttp://en.wikipedia.org/wiki/Used_goodshttp://en.wikipedia.org/wiki/Used_goodshttp://en.wikipedia.org/wiki/Used_goodshttp://en.wikipedia.org/wiki/Used_goodshttp://en.wikipedia.org/wiki/Futures_contracthttp://en.wikipedia.org/wiki/Option_(finance)http://en.wikipedia.org/wiki/Bond_(finance)
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    FUNCTIONS OF SECONDARY MARKET

    MARKET PLACE- PROVIDE LIQUIDITY, AND MARKETABILITY TO INVESTORS

    CONTINUOUS PRICE FORMATION

    BASED ON DD/SS POSITIONWHAT OTHER FACTORS AFFECTS ?ECONOMIC /INTERNATIONAL /POLITICAL / RIOTS/ NATURAL

    CALAMITIES/ EXCHANGE RATES/ GOVT.POLICIES/ INTEREST

    RATE STRUCTURE/ MARKET RUMORS/ WAR / POLITICAL

    DISPUTES / INFLATION / CORPORATE RESULTS AND SO ON .

    A Presentation by Dr. Bhawin Patel(Asst. Professor - Finance)

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    RELATIONSHIP BETWEEN

    NEW ISSUE MARKET (NIM)ANDSTOCK EXCHANGE (SE) MAJOR DIFFRENCES:1. NEW V/s OLD SECURITIES2. NATURE OF FINANCING3. ORGANISATIONAL DIFFERENCES (LOCATION)

    THE NIM HAS NO GEOGRAPHICAL EXISTANCE

    MAJOR SIMILARITIES:1. STOCK EXCHANGE LISTING2. ECONOMIC INTERDEPENDENCE- BOTH MARKETS DEALING WITH INDUSTRIAL SECURITIES- ACTIVITY IN THE NIM AND THE MOVEMENT IN THE PRICES OF STOCK EXCHANGE SECURITIES ARE BROADLY RELATED; NEW ISSUE S INCREASE WHEN SHARE VALUES ARE RISING AND VICE VERSA

    A Presentation by Dr. Bhawin Patel(Asst. Professor - Finance)

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    SECURITIES MARKET INFRASTRUCTURE GOVERNMENT:

    GIVING THE RIGHT DIRECTION TO THE MARKET, PREPARING MARKETFRIENDLY LAWS.

    REGULATORS: ENABLING STRUCTURES TO BE PUT IN PLACE, FACILITATING A VIBRANT

    MARKET.

    EXCHANGES: CREATING INFRASTRUCTURE FOR TRADING.

    DEPOSITORIES: CREATING INFRASTRUCTURE FOR SETTLEMENT.

    BANKS: ENABLING THE MOVEMENT OF FUNDS

    MARKET INTERMEDIARIES: BUILDING INFRASTRUCTURE ACROSS THE COUNTRY.

    A Presentation by Dr. Bhawin Patel(Asst. Professor - Finance)

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    ISSUE MECHANISM

    PUBLIC ISSUE THROUGH PROSPECTUS

    TENDER/BOOK BUILDING METHOD

    OFFER FOR SALE

    - COMP > MERCHANT BANK/INVESTMENT BANK > INVESTORS

    PLACEMENT METHOD

    - PRIVATE PLACEMENT > SHARES ISSUED TO FRIENDS/RELATIVES ETC

    - PREFERENTIAL ALLOTMENT > SHARES ISSUED TO QIBs

    RIGHT/BONUS ISSUE

    A Presentation by Dr. Bhawin Patel(Asst. Professor - Finance)

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    SEBI SECURITY EXCHANGE BOARD OF INDIA

    Securities & Exchange Board of India (SEBI) formedunder the SEBI Act, 1992 with the prime objective of

    Protecting the interests of investors in securities, Promoting the development of, and Regulating, the securities market and for matters

    connected therewith or incidental thereto.

    Focus being the greater investor protection, SEBI hasbecome a vigilant watchdog.

    A Presentation by Dr. Bhawin Patel(Asst. Professor - Finance)

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    FUNCTIONS OF SEBI: Regulation of Business of the Stock Exchanges.

    A review of the market operations, organizationalstructure and administrative control of the exchange.

    Registration and regulation of the working of MerchantBankers, Underwriters, Portfolio Managers, StockBrokers etc.

    Regulates the working of the Depositories [Participants],

    Custodians of Securities, FII, Credit Rating Agencies andsuch other Intermediaries in the Primary and SecondaryMarket.

    Other functions...A Presentation by Dr. Bhawin Patel

    (Asst. Professor - Finance)15

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    LISTING OF SECURITIES

    Admission of the securities for dealing on arecognized stock exchange.

    Security may be of Company, Central or State

    Government, Quasi government organizations.

    A Presentation by Dr. Bhawin Patel (Asst.Professor - Finance)

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    The Objectives Of Listing

    Provide LIQUIDITY TO SECURITIES.

    MOBILIZE SAVINGS for economic development

    Protect INTEREST OF INVESTORS by ensuring fulldisclosures.

    A Presentation by Dr. Bhawin Patel(Asst. Professor - Finance)

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    Listing Process: Minimum Listing Requirements for new companies Minimum Listing Requirements for companies listed on other

    stock exchanges Minimum Requirements for companies delisted by this

    Exchange seeking relisting of this Exchange

    1. Permission to use the name of the Exchange in an IssuerCompany's prospectus

    2. Submission of Letter of Application3. Allotment of Securities

    4. Trading Permission5. Requirement of 1% Security Deposit6. Payment of Listing Fees7. Compliance with Listing Agreement

    A Presentation by Dr. Bhawin Patel (Asst.Professor - Finance)

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    Listing requirements prescribed byStock Exchange

    Minimum Listing Requirements:

    A. For NEW COMPANIES:

    1. In respect of Large Cap Company and2. In respect of Small Cap Company

    B. Minimum Listing Requirements for companies listed

    on other stock exchanges

    C. Minimum Requirements for companies delisted bythis Exchange seeking relisting of this Exchange

    A Presentation by Dr. Bhawin Patel (Asst.Professor - Finance)

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    A. Minimum Listing Requirements forNEW COMPANIES.

    IN RESPECT OF LARGE CAP COMPANIES: The minimum post-issue paid-up capital of the

    applicant company shall be Rs. 3 crores.

    The minimum issue size shall be Rs. 10 crores;

    and

    The minimum market capitalization of the Companyshall be Rs. 25 crores

    A Presentation by Dr. Bhawin Patel (Asst.Professor - Finance)

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    Listing of Security:IN RESPECT OF SMALL CAP COMPANY

    The minimum issue size shall be Rs. 3 crores.

    The minimum post-issue paid-up capital of the Companyshall be Rs. 3 crores

    The minimum market capitalization of the Company shall beRs. 5 crores

    The minimum income/turnover of the Company should beRs. 3 crores in each of the preceding three years.

    Minimum number of shareholders after the issue shall be1000.

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    B. Minimum Listing Requirements for companies

    listed on other stock exchanges:

    Criterias: The company should have minimum issued and paid up equity

    capital of Rs. 3 crores. The Company should have profit making track record for last

    THREE years. Minimum net worth of Rs. 20 crores (net worth includes

    Equity capital and free reserves excluding revaluationreserves).

    Minimum market capitalization of the listed company shouldbe at least two times of the paid up capital.

    The company should have a dividend paying track record forthe last 3 consecutive years and the minimum dividend

    should be at least 10%.A Presentation by Dr. Bhawin Patel (Asst.Professor - Finance) 22

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    B. Minimum Listing Requirements for companieslisted on other stock exchanges:

    Criterias

    Cont

    Minimum 25% of the company's issued capital should be with

    Non-Promoters shareholders as per Clause 35 of the ListingAgreement.

    The company should have at least two years listing recordwith any of the Regional Stock Exchange.

    The company should sign an agreement with CDSL & NSDL for

    D-MAT trading.

    *** CDSL = Central Depository Services (India) Limited*** NSDL = National Securities Depository Limited

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    C. Minimum Requirements for companies delisted by

    this Exchange seeking relisting of this Exchange

    The companies delisted by this Exchange and seeking

    relisting are required to make a fresh public offer/issue

    and comply with the prevailing SEBI's and BSE's

    guidelines regarding initial public offerings.

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    STEPS OF LISTING OF SECURITY:1. Submission of Letter of Application

    As per Section 73 of the Companies Act, 1956, acompany seeking listing of its securities on the Exchangeis required to submit a Letter of Application to all the

    Stock Exchanges where it proposes to have its securitieslisted before filing the prospectus with the Registrar of Companies.

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    Listing of Security:2. Allotment of Securities

    As per Listing Agreement, a company is required to completeallotment of securities offered to the public within 30 days of the date of closure of the subscription list and approach the

    Regional Stock Exchange for approval of the basis of allotment.

    In case of Book Building issue, Allotment shall be made notlater than 15 days from the closure of the issue failing whichinterest at the rate of 15% shall be paid to the investors.

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    Listing of Security:3. Trading Permission

    As per SEBI Guidelines, the issuer company shouldcomplete the formalities for trading at all the StockExchanges where the securities are to be listed within 7

    working days. Time limit for all securities and dispatch of Allotment

    Letter /D MAT form /Share Certificates if any in a duetime.

    Manage the Refund Orders in due time, if any.

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    Listing of Security:4. Payment of Listing Fees

    All companies listed on the Exchange have to pay AnnualListing Fees by the 30th April of every financial year to theExchange.

    Initial Listing Fee (One Time): Rs.20,000 Annual Listing Fee : (Paid Capital Up To Rs 5 cr.): Rs.10,000 (Above Rs.5 Cr And Up To Rs.10 Cr):Rs.15,000 (Above Rs. 10 Cr And Up To Rs. 20 Cr): Rs. 20,000 Companies which have a paid-up capital* of more than

    Rs. 20 crores will pay additional fee of Rs. 750/- for every

    increase of Rs. 1 crores. A Presentation by Dr. Bhawin Patel (Asst.Professor - Finance) 28

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    Listing of Security:

    5. Requirement of 1% Security Deposit

    The companies making public/rights issues are required to

    deposit 1% of issue amount with the Regional Stock Exchange

    before the issue opens.

    This amount is liable to be forfeited in the event of the

    company not resolving the complaints of investors regarding

    delay in sending refund orders/share certificates, non-payment of commission to underwriters, brokers, etc.

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    Listing of Security:

    6. Compliance with Listing Agreement

    The companies desirous of getting their securities listed arerequired to enter into an agreement with the Exchange calledthe Listing Agreement and they are required to make certaindisclosures and perform certain acts like

    A. To forward copies of annual reports and balance sheets tothe shareholders

    B. To furnish financial results on a quarterly basis to SEBI

    C. To comply with the conditions of corporate governance

    D. To provide facilities for prompt transfer of shares

    E. The requirement of minimum number of shareholders

    F. To comply with listing regulations from time to time etc.A Presentation by Dr. Bhawin Patel (Asst.

    Professor - Finance)30

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    TO BE CONTD

    A Presentation by Dr. Bhawin Patel (Asst.f )

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