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Learning Circle -Capital Market in India - Role of Stock
Exchanges - Securities Contracts (Regulation)
Act,1956 (ACT NO.42 OF 1956)

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Capital Market in India - Securities Contracts (Regulation) Act,1956
(ACT NO.42 OF 1956)

Table of Contents


  1. Securities Contracts (Regulation) Act,1956 (ACT NO.42 OF 1956)

  2. Capital Market in India - Role of Stock Exchanges - Securities Contracts (Regulation) Act,1956 (ACT NO.42 OF 1956) (Contd.)

  3. The Securities and Exchange Board of India - The Capital Market Regulator

  4. The Securities and Exchange Board of India Record of Performance

  5. SEBI Guidelines to Stock Exchanges for Conducting Internet Trading

Stock market is also referred to as the Corporate Debt or Capital Market. While the money market, which deals with short-term financial needs of business and industry, is restricted to funds needed for a period of one year or less, instruments of the debt/capital markets are raised for medium or long term needs. Indian Stock Market consists of three distinct segments:

  1. The Public Debt Market i.e. the market for Government securities, (also called Gilt-edged Market). These are interest bearing and dated securities. This market is regulated by RBI, the Central Bank and Banker to the Government.

  2. PSU Bonds Market i.e. Bonds floated by public Sector units, Nationalised banks and financial Institutions for raising Tier-II capital and also debentures floated by Corporates. This is represented as the Corporate Debt Market.

  3. The Equity Market for raising of equity or preference share capital by all corporates. Money invested in company shares is not refundable, but if the shares are listed in a stock exchange these can be sold or purchased, thus providing liquidity to such investments. Shares do not carry interest, but shareholders can participate in sharing the profits of the corporate body declared by way of Dividends, bonus shares etc. While the hope of receiving attractive dividends motivates the public to subscribe to the share capital, declaring dividend is not a legal obligation on the part of the Companies, and hence not a right on the part of the shareholders. But shareholders enjoy various other rights as conferred by the Indian Companies Act, 1956. Indian Public companies generally follow the objective of increasing shareholders wealth as the prime goal of financial management

At this context it is relevant to mention about two categories of stock market, i.e.

  • Primary Market covering new public issues of all categories of securities, including G-sec, bonds and equity/preference capital.

  • Secondary market, which deals with already issued securities of all types. Transactions of the secondary market are carried out through one of the authorised stocks exchanges, where the traded security is listed.

The Primary Stock Market

It is also called the market for public issues. This market refers to the raising of new capital (equity or debt i.e. equity shares, preference shares or debentures) by Corporates. Newly floated companies or existing companies may tap the equity market by offering public issues. When equity shares are exclusively offered to the existing shareholders, it is called "Rights Issue". When a Company after incorporation initially approaches the public for the first time for subscription of its public issue it is called Initial Public Officer (IPO). Successful floating of a new issue requires careful planning, timing of the issue and comprehensive marketing efforts. The services of specialised institutions, like underwriters, merchant bankers and Registrars to the Issue are available for the corporate body to handle this specialised job. Underwriters are financial institutions, which undertake to secure a committed quantum of equity/debt subscribed by the public, failing which they accept these shares/bonds as their own investment. It is referred to as the issue or that part of getting devolved on the underwriters. The transactions relating to the primary market i.e. public/rights issues are not carried out through stock exchanges. However there is effective regulation of SEBI at every stage of a public issue. This is done through merchant bankers, underwriters and registrars to the issue each acting at different points. Subscriptions to the new issue are collected at specific branches of one ore more collecting banks within a prescribed span of time, represented by the dates of opening of the issue and closing of the issue.

Secondary Stock Market

The Secondary Market deals with the sale/purchase of already issued equity/debts by the Corporates and others. The sale/purchase of these securities are carried out at the specific Stock Exchange(s), where the companies get their public issues listed for trading. The main function of the secondary market is to provide liquidity to the listed securities by enabling a holder to easily convert the securities into cash through the stock exchanges. An individual or an Institution can either hold a portfolio of securities as a permanent investment, or he can hold a basket of securities for short-periods and engage in buying and selling them to gain from market fluctuations. The secondary market also acts as an important indicator of the investment climate in the economy. When prices of existing securities are rising and there is large trading in the existing shares, such a boom in the secondary market correspondingly signifies that new issues, if floated at that point of time would be successfully subscribed.

Organization & Function of Stock Exchanges

The stock exchange is the place where the stocks, shares and other securities are bought and sold. The organisation of stock exchange include, among others authorised stock brokers. The authorised stock broker or their authorised agents used to meet at the Stock Exchange hall during business hours to buy or sell securities. However with the advent of electronic trading, brokers can now trade from the comfort of their respective offices from different stations. Only listed securities are traded through the stock exchange. The price of securities are settled through open bids and offered on the floor of the exchange.

The first organised stock exchange in India was started in Mumbai, known as Bombay Stock Exchange in 1877. Subsequently the Ahmedabad Stock Exchange was started in 1894. The Calcutta Stock Exchange was started in 1908. At present there are 23 recognised stock exchanges in different parts of the country. The National Stock Exchange (NSC) was started in November 1992. NSC is a nation-wide trading system conforming to international standards. It was set up to provide, fair efficient and transparent security trading system at all India level. It has its central office at Mumbai. Its members all over India are linked via satellite and cables to the system. From 1996 NSC is linked up with the Internet.

Another major Stock Exchange is the Bombay Stock Exchange (BSE). BSE and NSE are the leading Stock Exchanges in the country in terms of the number of securities listed and average turnover of business conducted.

Control and Regulation of Stock Exchanges

Stock exchanges in India are regulated and controlled by the Securities Contracts (Regulation) Act,1956 (ACT NO.42 OF 1956). The objects clause describes the Act as "An Act to prevent undesirable transactions in securities by regulating the business of dealing therein, by providing for certain other matters connected therewith."

The Act defines a stock exchange as under:

"stock exchange" means any body of individuals, whether incorporated or not, constituted for the purpose of assisting, regulating or controlling the business of buying, selling or dealing in securities."

The contents of the Act consist as under:

  1. Preliminary, giving the scope, jurisdiction and definition of legal terms.>

  2. Recognised Stock Exchanges

The chapter deals with the procedure for granting recognition of stock exchanges by the Government. Power of Stock exchanges to make rules and bye-laws, supercession of stock exchanges etc. The central government on being satisfied that the rules, bye-laws of the stock exchange ensure fair-trading and protect investor's interest grants recognition to the stock exchange.

Supervision and control of recognized stock exchanges

Stock exchanges are subject to Government supervision and control. The Securities Contracts (Regulation) Act empowers the Government to make enquiries into the affairs of a recognized stock exchange, supersede the governing body, take over properties, to suspend its business, withdraw recognition and to take complete control. Presently the Government exercises these control through a statutory authority called SEBI (Securities and Exchange Board of India).

  • Regulation of contracts in securities

    The Securities Contracts (Regulation) Act contains several provisions for strict regulation of contracts in securities transacted in the Stock exchanges. All contracts in securities, which are not entered into through, with, or between members of recognized stock exchanges, shall be illegal and punishable with fine or imprisonment. Members of a recognized stock exchange can act both as brokers and dealers. However no member can enter into contract as a principal with any person other than a member of recognized stock exchange.

  • Listing Of Securities Of Public Companies

    The Chapter deals with conditions for listing of securities and the right of appeal for a company against the decision of a stock exchange refusing to list its securities. The Central Government/ SEBI can require a public company to get its securities listed on a recognized stock exchange, it is deemed necessary or expedient in the interest of the trade or in the interest of the investors.

  • Penalties And Procedures

  • Miscellaneous


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