STOCK MARKET

Project Work: Law Relating to Investment and Security

Submitted by: Vibhanshu Srivastava, 375; Submitted to: Mrs. Sugandha Sinha

ACKNOWLEDGEMENT
First of all I want to thank GOD for enabling me to successfully complete this project. Then I would like to give my sincere thanks to our respected Law Relating to Investment and Security faculty, Mrs. Sugandha Sinha, who has guided me all the way in completing this project and enlightening me from time to time in understanding the technicalities pertaining to the project Then I would like to give sincere thanks to our librarians who have helped me all the way in searching through the source materials and guiding me in my research work at the library. The list couldnt be completed without thanking all my friends and family who have encouraged me in successful accomplishment of this project and been a pillar of support all through the completion of the project.

VIBHANSHU SRIVASTAVA Roll Number: 375 IX Semester

TABLE OF CONTENTS

1. Research Methodology......................................................................................................4

2. Introduction........................................................................................................................5 3. Regulatory Framework For Stock Market6 4. Secondary Market vis a vis Stock Market.....................................................................11 5. Regulation For Stock Market12 6. Stock Market Trading Guidelines..14 7. Conclusion.19 8. Bibliography.........20

RESEARCH METHODOLOGY
Aims and Objectives: The aim of the project is to present a detailed study of the topic Stock Market through articles, books, suggestions and different writings. The aim has been to come to a conclusion very much indigenous. Scope and Limitations: Though the topic Stock Market is an immense project and pages can be written over the topic but because of certain restrictions and limitations we might not have dealt with the topic in great detail. Sources of Data: The following secondary sources of data have been used in the project1. Books 2. Internet 3. Articles

Method of Writing and Mode of Citation: The method of writing followed in the course of this research paper is primarily analytical. The researcher has followed Uniform method of citation throughout the course of this research paper.

INTRODUCTION
Stock Market plays a significant role in development of Economy. Stock Market facilitates mobilization of funds from small investors and channelizes these resources into various development needs of various sectors of the economy. In order to prevent undesirable transactions in securities by regulating the business of dealing therein, and by providing for certain other matters connected therewith, the Securities Contracts (Regulation) Act, 1956 was enacted by Parliament. After going through this lesson the student will be able to know about the Powers of Stock Exchange and SEBI under the SCRA Act, the penal provisions, procedures, offences, procedure for appeal to SAT, Right of Investors, Securities Contracts (Regulation) (Stock Exchanges and Cleaning Corporations) Regulations, 2012 and Securities Contract (Regulation) Rules, 1957 etc. The Securities Contracts (Regulation) Act, 1956 provides for direct and indirect control of virtually all aspects of the securities trading including the running of stock exchanges which aims to prevent undesirable transaction in securities. It gives the Central Government regulatory jurisdiction over (a) Stock exchanges through a process of recognition and continued supervision, (b) contracts in securities, and (c) listing of securities on stock exchanges. As a condition of recognition, a stock exchange complies with the requirements prescribed by the Central Government. The stock exchange frame their own listing regulations in consonance with the minimum listing criteria set out in Securities contracts Regulation Rules 1957.

REGULATORY FRAMEWORK FOR STOCK MARKET

The Government has promulgated the Securities Contracts (Regulation) Rules, 19571 for carrying into effect the objects of the legislation, namely Securities Contracts (Regulation) Act. These rules provide among other things, for the procedure to be followed for recognition of Stock Exchanges; Submission of periodical returns and annual reports by recognized stock exchanges; inquiry into the affairs of stock exchanges and their members ; and requirements for listing of securities. The rules are statutory and they constitute a code of standardized regulations uniformly applicable to all the recognized stock exchanges. SEBI issued the Securities Contracts (Regulation) (Stock Exchanges and Cleaning Corporations) Regulations, 2012 to regulate recognition, ownership and governance in stock exchanges and cleaning corporations. The Securities Contracts (Regulation) Act, 19562 was enacted by Parliament to prevent undesirable transactions in securities by regulating the business of dealing therein, and by providing for certain other matters connected therewith. The Act extends to the whole of India and came into force on 28th February, 1957. The Act defines various terms in relation to securities and provides the detailed procedure for the stock exchanges to get recognition from Government/SEBI, procedure for listing of securities of companies and operations of the brokers in relation to purchase and sale of securities on behalf of investors. However, the provisions of this Act shall not apply to (a) the Government, the Reserve Bank of India, any local authority or any corporation set up by a special law or any person who has effected any transaction with or through the agency of any such authority as is referred to in this clause; (b) any convertible bond or share warrant or any option or right in relation thereto, in so far as it entitles the person in whose favour any of the foregoing has been issued to obtain at his option from the company or other body corporate, issuing the same or from any of its shareholders or duly appointed agents, shares of the company or other body corporate, whether by conversion of

1 2

Act No. 42 of 1956. Ibid.

the bond or warrant or otherwise, on the basis of the price agreed upon when the same was issued. If the Central Government is satisfied that in the interest of trade and commerce or the economic development of the country, it is necessary or expedient so to do, it may, by notification in the Official Gazette, specify any class of contracts as contracts to which this Act or any provision contained therein shall not apply, and also the conditions, limitations or restrictions, if any, subject to which it shall not so apply. Section 2 of this Act contains definitions of various terms used in the Act. Some of the important definitions are given below:

KEY TERMS IN STOCK MARKET TRADE

Securities i. Securities include shares, scrips, stocks, bonds, debentures, debenture stock or other marketable securities of a like nature in or of any incorporated company or body corporate.3 ii. iii. Derivative. Units or any other instrument issued by any collective investment scheme to the Investors in such schemes. iv. Security receipt as defined in clause (zg) of Section 2 of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002. v. vi. Units or any other such instrument issued to the investors under any mutual fund scheme. Any certificate or instrument (by whatever name called)issued to an investor by any issuer being a special purpose distinct entity which possess any debt or receivable, including mortgage debt, assigned to such entity, and acknowledging beneficial interest of such investor in such debt or receivable, including mortgage debt, as the case may be. vii. Government securities.

Amit Vyas, Whats Security and Whats not, The Economic Times (Jan 4, 2004). Available at: http://articles.economictimes.indiatimes.com/2004-01-04/news/27388058_1_stock-exchange-government-securitiessecurities-contracts (Last visited on: 2-11-13).

viii.

such other instruments as may be declared by the Central Government to be securities and,

ix.

Rights or interests in securities.

Spot delivery contract Spot delivery contract means a contract which provides for a. actual delivery of securities and the payment of a price therefore either on the same day as the date of the contract or on the next day, the actual period taken for the dispatch of the securities or the remittance of money therefore through the post being excluded from the computation of the period aforesaid if the parties to the contract do not reside in the same town or locality; b. Transfer of the securities by the depository from the account of a beneficial owner to the account of another beneficial owner when such securities are dealt with by a depository. 4

Stock Exchange Stock Exchange means a. any body of individuals, whether incorporated or not, constituted before corporatisation and demutualisation under Sections 4A and 4B, or b. a body corporate incorporated under the Companies Act, 1956 whether under a scheme of corporatization or otherwise, for the purpose of assisting, regulating or controlling the business of buying, selling or dealing in securities.

Recognised Stock Exchange Recognised Stock Exchange means a stock exchange which is for the time being recognised by the Central Government. No person shall, except with the permission of the Central Government, organise or assist in organising or be a member of any stock exchange (other than a recognised stock exchange) for the purpose of assisting in, entering into or performing any contracts in securities.

Ibid.

Government security Government security means a security created and issued whether before or after the commencement of this Act, by the Central Government or a State Government for the purpose of raising a public loan and having one of the forms specified in Section 2(2) of the Public Debt Act, 1944.

Derivative A derivative includes a. a security derived from a debt instrument, share, loan whether secured or unsecured, risk instrument or contract for differences or any other form of security and; b. A contract which derives its value from the prices or index of prices of underlying securities.

Securities Market 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

Primary Market 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 upgradation. 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.

Secondary Market The secondary market enables those who hold securities to adjust their holdings in response to changes in their assessment of risk and return. They also sell securities for cash to meet their liquidity needs. The price signals, which subsume all information about the issuer and his business including, associated risk, generated in the secondary market, help the primary market in allocation of funds.

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SECONDARY MARKET VIS A VIS STOCK MARKET

Secondary market essentially comprises of stock exchanges which provide platform for purchase and sale of securities by investors. The trading platform of stock exchanges is accessible only through brokers and trading of securities is confined only to stock exchanges. The corporate securities market dates back to the 18th century when the securities of the East India Company were traded in Mumbai & Kolkata. The brokers used to gather under a banyan tree in Mumbai and under a neem tree in Kolkata for the purpose. However, the real beginning came in the 1850s with the introduction of joint stock companies with limited liability. The 1860s witnessed beverish dealings in securities and securities speculation. This brought brokers to Bombay together in July 1875 to boom the first organised stock exchange in the country, viz. The Stock Exchange, Mumbai, Ahmedabad Stock Exchange in 1894 and 22 others followed with 20th century. The stock exchanges are the exclusive centres for trading in securities and the trading platform of an exchange is accessible only to brokers. The regulatory framework heavily favours the recognised stock exchanges by almost banning trading activity outside the stock exchanges. The stock market or secondary market ensures free marketability, negotiability and price discharge. For these reasons the stock market is referred to as the nerve centre of the capital market, reflecting the economic trend as well as the hopes, aspirations and apprehensions of the investors. This secondary market has further two components, First, the spot market where securities are traded for immediate delivery and payment, The other is futures market where the securities are traded for future delivery and payment. Another variant is the options market where securities are traded for conditional future delivery. Generally, two types of options are traded in the options market. A put option permits the owner to sell a security to the writer of the option at a pre-determined price before a certain date, while a call option permits the buyer to purchase a security from the writer of the option at a particular price before a certain date.

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REGULATION FOR STOCK MARKET

It is important to ensure smooth working of capital market, as it is the arena for the players associated with the economic growth of the country. Various laws have been passed from time to time to meet this objective. The financial market in India was highly segmented until the initiation of reforms in 1992-93 on account of a variety of regulations and administered prices including barriers to entry. The reform process was initiated with the establishment of Securities and Exchange Board of India. The main legislations governing the Capital Market are: 1. The SEBI Act, 19925 which establishes SEBI to protect investors and develop and regulate securities market. 2. The Securities Contracts (Regulation) Act6, 1956, SC(R) Act which regulates transactions in securities through control over stock exchanges. 3. The Depositories Act, 19967 which provides for electronic maintenance and transfer of ownership of demat securities. 4. The Companies Act, 19568 which sets out the code of conduct for the corporate sector in relation to issue, allotment and transfer of securities and disclosures to be made in public issues.

SEBI ACT, 1992 The SEBI Act, 1992 establishes SEBI with statutory powers for a. protecting the interests of investors in securities, b. promoting the development of the securities market, and c. Regulating the securities market. Its regulatory jurisdiction extends over corporates in the issuance of capital and transfer of securities, in addition to all intermediaries and persons associated with securities market. It can conduct enquiries, audits and inspection of all concerned and adjudicate offences under the Act. It has powers to register and regulate all market intermediaries and also to penalise them in case of violations of the provisions of the Act, Rules and
5 6

Act No. 15 of 1992. Supra note 1. 7 Act No. 22 of 1996. 8 Act No. 1 of 1956.

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Regulations made there under. SEBI has full autonomy and authority to regulate and develop an orderly securities market. SECURITIES CONTRACTS (REGULATION) ACT, 1956 It provides for direct and indirect control of virtually all aspects of securities trading and the running of stock exchanges and aims to prevent undesirable transactions in securities. It gives central government/SEBI regulatory jurisdiction over (a) stock exchanges through a process of recognition and continued supervision, (b) contracts in securities, and (c) listing of securities on stock exchanges. As a condition of recognition, a stock exchange complies with prescribed conditions of Central Government. Organised trading activity in securities takes place on a specified recognised stock exchange. The stock exchanges determine their own listing regulations which have to conform to the minimum listing criteria set out in the Rules.

DEPOSITORIES ACT, 1996 The Depositories Act, 1996 provides for the establishment of depositories in securities with the objective of ensuring free transferability of securities with speed, accuracy and security by (a) making securities of public limited companies freely transferable subject to certain exceptions; (b) dematerializing the securities in the depository mode; and (c) providing for maintenance of ownership records in a book entry form. In order to streamline the settlement process, the Act envisages transfer of ownership of securities electronically by book entry without making the securities move from person to person. The Act has made the securities of all public limited companies freely transferable, restricting the companys right to use discretion in effecting the transfer of securities, and the transfer deed and other procedural requirements under the Companies Act have been dispensed with.

COMPANIES ACT, 1956 It deals with issue, allotment and transfer of securities and various aspects relating to company management. It provides for standard of disclosure in public issues of capital, particularly in the fields of company management and projects, information about other listed companies under the same management, and management perception of risk factors. It also regulates underwriting, the use of premium and discounts on issues, rights and bonus issues, payment of interest and dividends, supply of annual report and other information.
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STOCK MARKET TRADING GUIDELINES

SEBI has come a long way since its inception as an institution regulating the Indian Capital Markets.9 It has initiated a lot of reforms to make the market safer for investors. The following are the major policy initiatives taken by SEBI since its inception.

1) Control over Issue of Capital: A major initiative of liberalisation was the repeal of the Capital Issues (Control) Act, 1947 in May 1992. In the interest of investors, SEBI issued Disclosure and Investor Protection (DIP) guidelines. The guidelines allow issuers, complying with the eligibility criteria, to issue securities the securities at market determined rates. The market moved from merit based to disclosure based regulation.

2) Establishment of Regulator: A major initiative of regulation was, establishment of a statutory autonomous agency, called SEBI, to provide reassurance that it is safe to undertake transactions in securities.

3) Screen Based Trading: A major developmental initiative was a nation-wide on-line fully-automated screen based trading system (SBTS) where a member can punch into the computer quantities of securities and the prices at which he likes to transact and the transaction is executed as soon as it finds a matching sale or buy order from a counter party.

4) Risk management: A number of measures were taken to manage the risks in the market so that the participants are safe and market integrity is protected. The trading cycle varied from 14 days for specified securities to 30 days for others and settlement took another fortnight. Rolling settlement on T+5 basis was introduced in phases. All scrips moved to rolling settlement from December 2001. T+5 gave way to T+3 from April 2002 and T+2 from April 2003.

Law of investment and securities, Myneni, S.R., 1 st, ALH, 2009.

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5) Depositories Act: The earlier settlement system gave rise to settlement risk. This was due to the time taken for settlement and due to the physical movement of paper. Further, the transfer of shares in favour of the purchaser by the company also consumed considerable amount of time. To obviate these problems, the Depositories Act, 1996 was passed to provide for the establishment of depositories in securities.

6) Derivatives: To assist market participants to manage risks better through hedging, speculation and arbitrage, SC(R)A was amended in 1995 to lift the ban on options in securities.

7) Settlement Guarantee: A variety of measures were taken to address the risk in the market. Clearing corporations emerged to assume counter party risk. Trade and settlement guarantee funds were set up to guarantee settlement of trades irrespective of default by brokers. These funds provide full novation and work as central counter party. The Exchanges /clearing corporations monitor the positions of the brokers on real time basis. The securities market moved from T+3 settlement period to T+2 rolling settlement with effect from April 1, 2003. Further, straight through processing has been made mandatory for all institutional trades executed on the stock exchange.

8) Securities Market Awareness: In January 2003, SEBI launched a nation-wide Securities Market Awareness Campaign that aims at educating investors about the risks associated with the market as well as the rights and obligations of investors.

9) Green Shoe Option- As a stabilization tool for post listing price of newly issued shares, SEBI has introduced the green shoe option facility in IPOs.

10) Securities Lending and Borrowing- A clearing corporation/clearing house, after registration with SEBI, under the SEBI scheme for Securities Lending and Borrowing, as an approved intermediary, may borrow securities for meeting shortfalls in settlement, on behalf of the members.

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11) Corporate Governance - To improve the standards of corporate governance, SEBI amended Clause 49 of the Listing Agreement. The major changes in the new Clause 49 include amendments/additions to provisions relating to definition of independent directors, strengthening the responsibilities of audit committees, improving quality of financial disclosures, including those pertaining to related party transactions and proceeds from public/rights/preferential issues, requiring Boards to adopt formal code of conduct, requiring CEO/CFO certification of financial statements and improving disclosures to shareholders.10 Certain non-mandatory clauses like whistle blower policy and restriction of the term of independent directors have also been included.

12) Debt Listing Agreement- In order to further develop the corporate debt market, SEBI prescribed a model debenture listing agreement for all debenture securities issued by an issuer irrespective of the mode of issuance.

13) Minimum Public Shareholding- In order to maintain uniformity and also for the purpose of continuous listing, it was decided to amend SEBI (DIP) Guidelines, 2000 providing a minimum public shareholding of 25 per cent in case of all listed companies barring a few exceptions.

14) Gold Exchange Traded Funds in India- Pursuant to the announcement made by the Honourable Finance Minister in his Budget Speech for 2005-06, SEBI appointed a Committee for the introduction of Gold Exchange Traded Fund (GETF) in India. Based on the recommendations of the said Committee, the SEBI (Mutual Funds) Regulations, 1996 were amended and notification was issued on January 12, 2006 permitting mutual funds to introduce GETFs in India subject to certain investment restrictions.

15) Guidelines for Issue of Indian Depository Receipts (IDRs)- SEBI issued Guidelines on disclosures and related requirements for companies desirous of issuing IDRs in India. SEBI also prescribed the listing agreement for entities issuing IDRs.

10

Ibid.

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16) Mandatory Requirement of PAN for Opening and Operating Demat Accounts- PAN was made mandatory for all demat accounts, opened after April 01, 2006, pertaining to allcategories including minors, trusts, foreign corporate bodies, banks, corporates, FIIs, and NRIs. For demat accounts that existed prior to April 01, 2006, time for furnishing and verification of PAN card details was extended upto December 31, 2006.

17) Grading of Initial Public offerings (IPOs)- Grading of all IPOs was made mandatory. The grading would be done by credit rating agencies, registered with SEBI. It would be mandatory to obtain grading from at least one credit rating agency. The grading would be disclosed in the prospectus, abridged prospectus and in every advertisement for IPOs.

18) Introduction of Fast Track Issuances- To enable compliant listed companies to access Indian primary market in a time effective manner through follow-on public offerings and rights issues, SEBI introduced fast track issue mechanism. To make the issuance process fast, the earlier requirement of filing draft offer documents was amended and the need to file draft offer documents with SEBI and the stock exchanges was done away with.

19) Mandatory Requirement of Permanent Account Number (PAN) for All Transactions in the Securities Market- SEBI stipulated that PAN would be the sole identification number for all participants in the securities market, irrespective of the amount of transaction with effect from July 02, 2007. The objective was to strengthen the Know Your Client (KYC) norms through a single identification number for all participants in the securities market for facilitating sound audit trail.

20) Corporate Debt Market- In order to develop a sound corporate debt market in India, SEBI took a number of policy initiatives with respect to the following areas: (i) setting up of reporting platforms for corporate bonds, (ii) setting up of trading platform for corporate bonds, (iii) issues pertaining to trading in corporate bonds, (iv) making amendments to the listing agreement for debentures, (v) issuing securitised debt instruments regulations, (vi) evolving policy guidelines on debenture trustees, (vii) introducing Repos in corporate bonds, (viii) facilitating setting up of quote dissemination
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platforms, (ix) simplifying corporate bond issuance norms and (x) framing of draft issue and listing regulations for corporate bonds.

21) Exemption from mandatory requirement of PAN granted to investors residing in the state of Sikkim for their investments in mutual funds, subject to mutual fund verifying the veracity of the claim of the investors that investors are residents of Sikkim, by collecting sufficient documentary evidence.11

22) Setting up of SME Exchange- SEBI decided to put in place a framework for setting up of new exchange or separate platform of existing stock exchange having nationwide terminals for SME. In order to operationalise the said framework, necessary changes have been made to applicable regulations, circulars etc. As per the framework, market making has been made mandatory in respect of all scrips listed and traded on SME exchange.

23) Business Responsibility Reports- SEBI inserted Clause 55 in the Equity Listing Agreement, mandating inclusion of Business Responsibility Reports (BR reports) as part of the Annual Reports for listed entities in line with the National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business issued by the Ministry of Corporate Affairs.

24) New governance rules for the depositories - SEBI, through SEBI (Depositories and Participants) Regulations, 1996 prescribed new governance rules for the depositories including those related to composition of their boards, salaries of senior officials and their listing.

11

Supra note 5.

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CONCLUSION
The Indian stock market is regulated as per the guidelines laid down by the Securities and Exchange Board of India (SEBI). A regulating body called the Securities and Exchange Board of India (SEBI) was established in 1992 with a view of protecting the interest of investors. This body lays down regulations in order to ensure orderly growth and smooth functioning of the Indian capital market. Some of the most important functions of SEBI to regulate the Indian stock market are listed below:

Specifying rules and regulations SEBI has the authority to specify rules and regulations to control the stock exchange. For instance, the opening (9.15 am) and closing (3.30 pm) time of the market has been determined by SEBI, and it has the right to change the timing if deemed necessary.

Providing licenses to dealers and brokers No dealer or broker can start distributing securities to investors without getting a prior approval and license from SEBI. It also has the right to withhold or cancel the license of brokers and dealers not adhering to the specified guidelines.

Auditing the performance of various stock exchanges the regulating body is also responsible for auditing the performances of various stock exchanges and bringing transparency in their functioning.

Controlling

mergers,

acquisitions

and

take-overs

of

the

companies

some companies try to manipulate stocks and buy a majority stake in other companies with an intention of a take-over. SEBI controls and prohibits such movements if it is not in the interest of the company.

Prohibiting unfair trade practices in the market While SEBI has laid down specific guidelines that promote fair trade practices, many companies occasionally undertake activities that are not healthy for the market. SEBI has the power to prohibit such activities and take action against the parties involved in such a trade.

Apart from these important functions, SEBI has many other responsibilities, which it exercises appropriately in order to regulate the Indian stock market.

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BIBLIOGRAPHY
1. Cyber crimes and Law, Verma Amita, 1st edition, Allahabad central law publication, 2009. 2. 3. 4. 5. 6. Information Security and Cyber laws, Agarwal. P., 1st edition, Excel books, 2010. Cyber laws in the Information technology age, Seth Karnika, lexis Nexis, 2009. Legal dimensions of cyber space, Verma, S. K, and Mittal, R, ed., ILI, 2004. Handbook of Statistics on the Indian Securities Market 2009. Nifty 50 Stock of the nation, Indian Securities Market A Review, National Stock Exchange of India Limited, Volume X, 20. 7. Ram Khanna, Paramjit Singh and Vanita (2004), Financial Markets in India and Protection of Investors, Published by New Century Publications, New Delhi. 8. Securities and Exchange Board of India, annual reports 2002

to 2009 www.sebi.gov.in.

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