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7/31/2019 Finance Report on Project Training
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Report on Project Training
STUDY AND ANALYSIS OF INVESTMENT
IN INITIAL PUBLIC OFFER (I.P.O)
Submitted
To
Symbiosis Centre for Distance Learning
In partial fulfillment of the
Requirements for the award of Certificate of
Post Graduate Diploma in Business Administration
Submitted by:
Rajesh Kumar
Registration No.200604946
Mob No. +91-9810665772
E-mail- [email protected]
DIRECTORATRE OF DISTANCE EDUCATION
SYMBIOSIS CENTRE FOR DISTANCE LEARNING
(2010)
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TO WHOMSOEVER IT MAY CONCERN
This is to certify that the project report titled STUDY AND ANALYSIS OF
INVESTMENT IN IPO (INITIAL PUBLIC OFFER). carried out by
Mr. Rajesh Kumar S/O Sri Uma Shankar Jha has been accomplished under my
guidance & supervisionas a duly registered PGDBA student of the Symbiosis Centre for
Distance Learning, Pune. This project is being submitted by him in the partial fulfillment of
the requirements for the award of the Post Graduate Diploma in Business Administration
from Symbiosis Centre For Distance Learning.
His dissertation represents his original work and is worthy of consideration for the award of
the Certificate of PGDBA.
CA. DEVI PRASAD AGARAWAL
(Chartered Accountant)
Member Ship No
Date: 28th May 2010
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DECLARATION
I, "RAJESH KUMAR, hereby declare that the work presented herein is genuine work
done originally by me and has not been published or submitted elsewhere for the
requirement of a degree programme. Any literature, data or works done by others and cited
within this dissertation has been given due acknowledgement and listed in the reference
section.
RAJESH KUMAR
Registration No.-200604946
(Student's name & Signature)
Date: 28th May 2010
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ACKNOWLEDGEMENT
This project comes out to be a great source of learning and experience. Lot of efforts has
been put by various people to make this project a success. This has greatly enhanced my
knowledge about the vast field of Investments in Initial Public Offering.
I would like to thankMr. Devi Prasad Agarwal (Chartered Accountantl) for providing
me an in depth knowledge about the IPO investments and helping me devise various
investments strategies.
And at last I would like to extend my gratitude towards my project guide MsAstha Chaudhari (MBA) andMr. Rakesh Pratap Singh (Sub-Broker, Angel Securities
Ltd), whose valuable inputs had helped me a lot for successfully completing the projectwithout her co-operation and guidance this project would not have been possible.Needless to say, errors and omissions are mine.
Last but not the least, no one is forgotten but all may not be mentioned.
To concluded, we thank our mind and heart for going hand in hand.
EXECUTIVE SUMMARY
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A good system must be able to cope with an extremely complex and dynamic
environment.
This project gave me a great insight about the IPO and its Process. The purpose of this
Project was to understand the IPOs that were issued in the last 2-3 months; buyback of
shares; IPO Grading and Reforms in IPO Process.
The IPO was an extensive learning experience in which I involved myself with the live
issues hitting the market. I began my study by going through the SEBI guidelines regarding
eligibility norms, pricing structure, requirements of the promoters and their obligations,
post issue obligations, book building guidelines etc.
I enhanced my understanding over IPO issues of various companies by going through their
Bid-cum application forms and the Red-Herring prospectus, which contained all the
information regarding the issue, purpose of the issue, all the financials and results for the
past 3-5 years and many other details which are required by an investor for a sound
analysis.
The Project report starts with defining the various public issues with the need for the
company to take out an IPO. It goes on further to explain the advantages of an IPO. It
analyses in detail the Indian IPO Scenario. It explains the evolution of the IPO in India
and explains how the scene has changed dramatically after liberalization esp. after the
introduction of book building process.
All over the world, IPO is one of the most popular instruments for investment. Its
popularity with consumer has dramatically increased over the last couple of
worldwide; the IPO has a long and successful history. The popularity of IPO has
increased manifold.
The project Study And Analysis Of Investment In IPO is undertaken as a part of
learning process during the training with DPA & Co(Chartered Accountants) and a short
period association with Ms. Astha chaudhary(Assistant Manager-Investments), HDFC
Securities Ltd and Mr. Rakesh Pratap Singh(Sub-Broker, Angel Securities Ltd).
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For our study, we collected the data related to Ludhiana Stock Exchange.
The research was done by taking the response from respondents through a structured
questionnaire which covers aspects like individual and corporate customers intentions,
factors which play an important role in customer investment decision etc. I found out
from the research that IPO are not as popular in India as in other countries because
returns are not assured. People in India are very averse towards risk taking. They do not
want to take any type of risk.
Other most important reason for the non-popularity is that the consumers lack awareness
of it. Very few customers knew properly what IPOs are and how they work.
The key learning from the project was the knowledge of IPO of different companiesand the psychology of the investors. It is most important to deal with an established and
reputed online trading agency.
SCOPE OF THE STUDY
The scope of my study lies within the organization itself. This Concept is relatively new
in the Indian market. During the course of my study I found many difficulties.
The main difficulty was the people are not aware about IPOs. It is very difficult toconvience the general public according to age and profession. To add to the problem it is
very difficult to approach the investors. Even if I was successful in approaching them they
were hesitant in giving appointments especially in the case of professional people. The
persons who was ready for investments was quite hesitant in producing the documents
required for formalities from investors. The most difficult work is to deal with the business
man because they dont have enough time to understand this. And also it is a risky
investment so they dont want to invest easily .During the course I met some investors who
wanted returns in less time which is a very unwise act. Also it was very difficult to follow
up with investors from the database .And the most important thing that I found was that
investors are very unwilling to take risks even though a scheme may yield very good
returns provided they are willing to take risk.
This project assist those persons who are either ignorant about the market and also those
who would like to strike a fair deal on investments at a low cost in the share market.
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OBJECTIVES OF THE STUDY
To know the awareness of IPO among people.
To ascertain the percentage of income the investors invest in IPO
To know the different attitudes of people regarding risk, rate of return, period of
investment
To study the procedure of IPO
DESCRIPTIVE RESEARCH
The study falls under the category of Descriptive research. Descriptive research includes
survey and fact finding inquiries of different kind. It is the description of the state of
affair as it exists at present. The main characteristics of this method are that the researcher
has no control over the variables; he can only report what has happened or what is
happening. The method of research used in this research was survey method.
METHOD
In the present study investors are included and questionnaire distributed to them. Every
person has equal probability of being selected. Thus the sample become a SIMPLE
RANDOM SAMPLE. The present research was conducted on the investors and persons
who invest in IPO .In both cases the samples of fifty persons were considered who filled
the questionnaire
LIST OF FIGURES
Figure No. Name Page No.
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1. Classification of issues 13
2. Book building process 25
3. Trading Mechanism 57
4.1 Knowledge about IPO 69
4.2 %age of income 70
4.3 objectives of investing in IPO 71
4.4 factors you consider while investing in IPO 72
4.5 returns in IPO investment 73
4.6 D-mat & Trading account 74
4.7 present broking company 75
4.8 problems you facing while investing in IPO 76
LIST OF TABLES
Table No. Name Page No.
1 List of gainers 20
2 List of losers 21
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3 Bids for prices 29
4 IPO grades 34
5 Major Stock exchanges 48-49
6. Mile stones n
achievements of LSE
58
4.1 Knowledge about IPO 69
4.2 %age of income 70
4.3 objectives of investing
in IPO
71
4.4 factors you consider
while investing in IPO
72
4.5 returns in IPO
investment
73
4.6 D-mat & Trading
account
74
4.7 present broking
company
75
4.8 problems you facing
while investing in IPO
76
CONTENTS
1. Introduction to the subject Theoretical Foundation 1-35
Review of Literature 36-42
2. Introduction to Stock Market and Ludhiana Stock Exchange
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Overview of stock market 43-45
Major stock exchange 46-49
Role of stock exchange 50-52
LSE 53-54
Operations of LSE 55-57
Swot analysis 59-60
Recent IPOS 60-63
3. Research Methodology 65-67
4. Data analysis and Interpretation 68-775. Summary , Findings, Recommendations and Limitations 78-80
6. References 81-84
7. Appendices 85-87
8. Abbreviations 88
CHAPTER 1: INTRODUCTION
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1.1 THEORETICAL FOUNDATION
1.1 Initial Public Offer
1.1.1 Introduction
Initial Public Offer (IPO), also referred to simply as a "public offering", is when a
company issues common stockorshares to the public for the first time. They are often
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issued by smaller, younger companies seeking capital to expand, but can also be done by
large privately-owned companies looking to becomepublicly traded.
In an IPO, the issuer may obtain the assistance of an underwriting firm, which helps it
determine what type ofsecurity to issue (common orpreferred), best offering price and
time to bring it to market. IPOs can be a risky investment. For the individual investor, it
is tough to predict what the stock or shares will do on its initial day of trading and in the
near future since there is often little historical data with which to analyze the company.
Also, most IPOs are of companies going through a transitory growth period, and they are
therefore subject to additional uncertainty regarding their future value.
IPO is New shares Offered to the public in the Primary Market .The first time the
company is traded on the stock exchange. A prospectus is issued to read about its risk
before investing. IPO is A company's first sale of stock to the public. Securities offered in
an IPO are often, but not always, those of young, small companies seeking outside equity
capital and a public market for their stock. Investors purchasing stock in IPOs generally
must be prepared to accept very large risks for the possibility of large gains. Sometimes,
Just before the IPO is launched, Existing share Holders get a very liberal bonus issues as
a reward for their faith in risking money when the project was new
A company can raise capital through issue of shares or debentures. The various types of
issues are: Public Issue, Rights Issue, Bonus Issue, Private Placement.
1.1.2 There can be two kinds of public issues, namely:
Initial Public Offer (IPO)
Further Public Offer (FPO)
IPO
An Initial Public Offer (IPO) is the selling of securities to the public in the primary market.
It is when an unlisted company makes either a fresh issue of securities or an offer for sale
of its existing securities or both for the first time to the public. This paves way for listing
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and trading of issuers securities. The sale of securities can be through book building or
normal public issue.
FPO
Further Public Offers are issued by companies or corporate bodies whose shares are
already being traded in the capital market and they are issuing fresh shares either to fund
the expansion of their existing business or to invest into other business activities.
Fig. 1 classification of issues
1.1.3 How to apply to a public issue ?
When a company floats a public issue or IPO, it prints forms for application to be filled
by the investors. Public issues are open for a few days only. As per law, any public issue
should be kept open for a minimum of 3days and a maximum of 21 days. For issues,
which are underwritten by financial institutions, the offer should be kept open for a
minimum of 3 days and a maximum of 21 days. For issues, which are underwritten by all
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Y
25 per cent on application
25 per cent on allotment
50 per cent in two or more calls
As market regulators move towards more disclosure-based regimes, one of the biggest risks
to a successful public listing is the lack of full disclosure because of the availability of
reliable information .The collection of reliable information about an issuer for the offering
document can be particularly difficult for financial and other advisors who have not
conducted a full investigative due diligence.
1.1.4 Risk Factors
While every industry, geography, enterprise and IPO offering is different, over the many
years International Risk has been involved in providing Investigative Due Diligence
services, we have identified a number of common risk factors which, historically, can be
problematic to the IPO process:
Principal management of companies to be listed being, in fact, other than the
professional management disclosed in the draft prospectus
Non-disclosure of related party transactions
Acceptance by accountants, acting for sponsors, as to the valuation of properties
involved in inter-company, paper transactions, prior to the IPO exercise
Potential conflicts of interest arising from the involvement of the candidates seniormanagement in other competing but not openly disclosed businesses
Previous or current brushes with the law, both civil and criminal, being omitted or
insufficiently described in the prospectus
Issues over the intended use of the IPO proceeds - especially in relation to
companies with a complicated structure
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Inaccurate statements of academic qualifications and technical expertise when
describing senior management background and experience
Undisclosed tax liabilities a significant problem
Undisclosed environmental problems or fines
Undisclosed industrial labor disputes in outlying areas
Undisclosed previous or current organized crime connections
Other omissions of important facts, such as previous un-discharged or current
pension obligations of state-owned enterprises
Insufficient separation of the accounting functions in inter-group transactions
Many variations on these themes
1.1.5 Reasons for Going Public
Raising funds to finance capital expenditure programs like expansion,
diversification, modernization, etc.
Financing of increased working capital requirements
Financing acquisitions like a manufacturing unit, brand acquisitions, tender offers
for shares of another firm, etc.
Debt Refinancing
Exit Route for Existing Investors
1.1.6 Advantages of Going Public
Facilitates future funding by means of subsequent public offerings
Enables valuation of company
Provides liquidity to existing shares
Increases the visibility and reputation of the company
Commands better pricing than placement with few investors
Enables the company to offer its shares as purchase consideration or as an exchange
for the shares of another company
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1.1.7 Disadvantages of Going Public
Dilution of Stake makes co vulnerable to future takeovers
Involves substantial Expenses
Need to make continuous disclosures
Increased regulatory monitoring
Listing fees and Documentations
Cost of maintaining Investor relations
Takes substantial amount of management time and efforts
1.1.8 EVOLUTION AND GROWTH OF INDIAN PRIMARY MARKET.
Early Liberalization Phase: 1992-1995 (Fixed Pricing)
The initiation of the process of reform in India also would not have been possible without
changes in the regulatory framework. The New Economic policy (1991) led to a major
change in the regulatory framework of the capital market in India. The Capital Issues
(Control) Act 1947 was repealed and the Office of the Controller of Capital Issues (CCI)
was abolished. The Securities and Exchange Board of India (SEBI), established in 1988and armed with statutory powers in 1992, came to be established as the regulatory body
with the necessary authority and powers to regulate and reform the capital market. SEBI
came to be recognized as a regulatory body for the capital market after the abolition of
the CCI. The control on pricing of capital issue has been abolished and easy access is
provided to the capital market. Initial Public Issue caught the attention of general public
only after the success of Reliance, when millions of small investors made huge returns
which were unheard of till then. Dhirubhai Ambani was the first promoter who raised
huge amounts through the public issue route to finance large facilities.
The offer was always at a fixed price, whether premium or par. The companies had to
appoint intermediaries like merchant bankers, registrars, bankers etc. Merchant bankers
had the responsibility of fixing the prices, in consultation with the company, carrying out
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with due diligence, preparing the prospectus (offer documents) etc. The prospectus had to
be submitted to SEBI for getting scrutiny.
The trend continued in the early nineties as many large projects were launched after the
economy was liberalized. Many of these companies came out with public issues and the
retail participation increased dramatically. But many of the companies which raised
money during this period just disappeared without a trace.
Late Liberalization Period: 1996-2005 (Book Building)
The late nineties and the first few years of the current decade did not see much activity in
the primary market. The bad experiences of retail investors kept them away from the
market and made it difficult for companies to launch successful issues. The corporate
sector was recovering from the damage caused by large capacity expansions and new
projects set up in the nineties.
.The issue of Maruti Udyog, through which the government sold part of its stake in the
company. The issue was made at a very reasonable price and investors made very good
returns immediately.The year 2004 saw the primary market activity at its historic peak as
some large private companies also came out with issues. Further divestment by the
government; including the largest ever issue by an Indian company from ONGC,
attracted more retail investors into the market. The IPO market continues to buzz in the
current year as well. Taking advantage of the strength in the secondary market, many
high profle companies are lining up to raise money from the market.
2006 onwards scenario:
India's IPO market emerged as the eighth largest with $7.23 billion (Rs 30,000 crore) in
net proceeds through 78 public issues, global research and consultancy firm Ernst &
Young said in its Global IPO report. Across the world, the companies raised $246 billion,
up from $167 billion in 2005, through a total of 1,729 IPOs, led by Chinese companies at
the top with net proceeds of $56.6 billion. However, the biggest number of IPOs came
from the United States with 187 offerings, followed by Japan with 185 and China with
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175 IPOs. The localisation trend in India is evidenced by several billion-dollar IPOs
hosted by Indian exchanges. In 2006, India's largest IPO, Reliance Petroleum raised $1.8
billion, followed by the oil production and exploration company, Cairn Energy, which
raised $1.3 billion with both companies listing on domestic exchanges.
The private equity rush into India is creating the potential for many IPO exits. In 2006,
private equity firms invested more than $7 billion in India. Top global private equity
funds as well as local funds, have been key drivers of Indian IPO markets.
List of Gainers since 2009Listed on BSE Check NSE Prices
Company Price %Gain/loss
Issue Current
Refex Refrigerants 65.00 280.30 331.23
SEL Manufacturing Company 90.00 380.00 322.22
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Redington (India) 113.00 303.75 168.81
Religare Enterprises 185.00 389.65 110.62
Glory Polyfilms 48.00 100.00 108.33
Koutons Retail India 415.00 808.00 94.70
ICRA 330.00 634.00 92.12
Power Grid Corporation of
India
52.00 97.35 87.21
Table 1 List of gainers
List of Losers since 2009Listed on BSE Check NSE Prices
Company Price %Gain/loss
Issue Current
Evinix Accessories* 120.00 8.90 -92.58
Motilal Oswal Financial
Services
825.00 113.80 -86.21
Vijayeswari Textiles 100.00 20.10 -79.90
AMD Industries 75.00 21.10 -71.87
Broadcast Initiatives 120.00 35.20 -70.67
Empee Distilleries 400.00 119.50 -70.13
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http://www.moneycontrol.com/stocks/cptmarket/pricechart.php?sc_did=RI37http://www.moneycontrol.com/stocks/cptmarket/pricechart.php?sc_did=RE09http://www.moneycontrol.com/stocks/cptmarket/pricechart.php?sc_did=GP09http://www.moneycontrol.com/stocks/cptmarket/pricechart.php?sc_did=KRIhttp://www.moneycontrol.com/stocks/cptmarket/pricechart.php?sc_did=ICRhttp://www.moneycontrol.com/stocks/cptmarket/pricechart.php?sc_did=PGChttp://www.moneycontrol.com/stocks/cptmarket/pricechart.php?sc_did=PGChttp://www.moneycontrol.com/ipo/http://www.moneycontrol.com/stocks/cptmarket/pricechart.php?sc_did=EA01http://www.moneycontrol.com/stocks/cptmarket/pricechart.php?sc_did=MOF01http://www.moneycontrol.com/stocks/cptmarket/pricechart.php?sc_did=MOF01http://www.moneycontrol.com/stocks/cptmarket/pricechart.php?sc_did=VT12http://www.moneycontrol.com/stocks/cptmarket/pricechart.php?sc_did=AMD02http://www.moneycontrol.com/stocks/cptmarket/pricechart.php?sc_did=BI25http://www.moneycontrol.com/stocks/cptmarket/pricechart.php?sc_did=EDhttp://www.moneycontrol.com/stocks/cptmarket/pricechart.php?sc_did=RI37http://www.moneycontrol.com/stocks/cptmarket/pricechart.php?sc_did=RE09http://www.moneycontrol.com/stocks/cptmarket/pricechart.php?sc_did=GP09http://www.moneycontrol.com/stocks/cptmarket/pricechart.php?sc_did=KRIhttp://www.moneycontrol.com/stocks/cptmarket/pricechart.php?sc_did=ICRhttp://www.moneycontrol.com/stocks/cptmarket/pricechart.php?sc_did=PGChttp://www.moneycontrol.com/stocks/cptmarket/pricechart.php?sc_did=PGChttp://www.moneycontrol.com/ipo/http://www.moneycontrol.com/stocks/cptmarket/pricechart.php?sc_did=EA01http://www.moneycontrol.com/stocks/cptmarket/pricechart.php?sc_did=MOF01http://www.moneycontrol.com/stocks/cptmarket/pricechart.php?sc_did=MOF01http://www.moneycontrol.com/stocks/cptmarket/pricechart.php?sc_did=VT12http://www.moneycontrol.com/stocks/cptmarket/pricechart.php?sc_did=AMD02http://www.moneycontrol.com/stocks/cptmarket/pricechart.php?sc_did=BI25http://www.moneycontrol.com/stocks/cptmarket/pricechart.php?sc_did=ED7/31/2019 Finance Report on Project Training
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Abhishek Corporation 100.00 38.10 -61.90
Reliance Power* 450.00 171.65 -61.86
Table 2 List of losers
1.1.9 REGULATORY FRAMEWORK FOR IPOS
1.1.9.1 Eligibility Conditions for Companies Issuing Securities
The companies issuing securities offered through an offer document shall satisfy the following
at the time of filing the draft offer document with SEBI and also at the time of filing the final
offer document with the Registrar of Companies/ Designated Stock Exchange:
Filing of offer document
No issuer company shall make any public issue of securities, unless a draft
Prospectus has been filed with the Board through a Merchant Banker, at least 30
days prior to the filing of the Prospectus with the Registrar of Companies (ROC):
Provided that if the Board specifies changes or issues observations on the draft
Prospectus (without being under any obligation to do so), the issuer company or the
Lead Manager to the Issue shall carry out such changes in the draft Prospectus orcomply with the observation issued by the Board before filing the Prospectus with
ROC.
Companies barred not to issue security
No company shall make an issue of securities if the company has been prohibited
from accessing the capital market under any order or direction passed by the Board.
Application for listing
No company shall make any public issue of securities unless it has made an
application for listing of those securities in the stock exchange
Issue of securities in dematerialized form
No company shall make public or rights issue or an offer for sale of securities,
unless:
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a. 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
b. The company gives an option to subscribers/ shareholders/ investors
to receive the security certificates or hold securities in
dematerialized form with a depository.
IPO Grading
No unlisted company shall make an IPO of equity shares unless the following
conditions are satisfied as on the date of filing of Prospectus with ROC:
a. the unlisted company has obtained grading for the IPO from at least
one credit rating agencyb. Disclosures of all the grades obtained, along with the rationale/
description furnished by the credit rating agency(ies) for each of the
grades obtained.
1.1.10 Eligibility Norms for IPO
An unlisted company may make an initial public offering (IPO) of equity shares only if :-
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 monetaryassets.
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.
The company has a net worth of at least Rs. 1 crore in each of the preceding 3 full
years (of 12 months each).
In case the company has changed its name within the last one year, atleast 50% of
the revenue for the preceding 1 full year is earned by the company from the activity
suggested by the new name.
The aggregate of the proposed issue and all previous issues made in the same
financial year in terms of size (i.e., offer through offer document + firm allotment +
promoters contribution through the offer document), does not exceed five (5) times
its pre-issue networth as per the audited balance sheet of the last financial year.
1.1.11 PROCEDURE FOR IPOS
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The Book-Building Process
Fig. 2 Book building process
In simple terms, book-building is a mechanism by which the issue price is discovered on
the basis of bids received from syndicate members/brokers and not by the issuers/merchant
bankers.
An Issuer Company can issue capital through book building in following two ways:
75% Book Building process
24
ISSUER
BOOK RUNNINGLEAD MANAGERS
MUTUALFUNDS
UNDERWRITERSMERCHANT BANKERS
STOCKBROKERS
I N V E S T O R S
MFs Financial Foreign Financial NRIs Corporations HNIs Retail InvestorsInstitutions Institutions
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Under this type of public offer, the issue of securities has to be categorized into:
Placement portion category
Net offer to the public
The option of 75% Book Building is available to all body corporate that are otherwise
eligible to make an issue of capital to the public. The securities issued through the book
building process are indicated as 'placement portion category' and securities available to
public are identified as 'net offer to public'. In this option, underwriting is mandatory to the
extent of the net offer to the public. The issue price for the placement portion and offers to
public are required to be same
100% of the net offer to the public through Book Building process - In the 100% of the net
offer to the public, entire issue is made through Book Building process. However, there can
be a reservation or firm allotment to a maximum of 5% of the issue size for the permanent
employees, shareholders of the company or group companies, persons who, on the date of
filing of the draft offer document with the Board, have business association, as depositors,
bondholders and subscribers to services, with the issuer making an initial public offering.
The number of bidding centres, in case of 75% book building process should not be less
than the number of mandatory collection centres specified by SEBI. In case of 100% book
building process, the bidding centres should be at all the places where the recognised stock
exchanges are situated.
1.1.11.2 Book Building Process in India
The steps which are usually followed in the book building process can be summarized
below:
The issuer company proposing an IPO appoints a lead merchant banker as a BRLM.
Initially, the issuer company consults with the BRLM in drawing up a draft
prospectus (i.e. offer document) which does not mention the price of the issues, but
includes other details about the size of the issue, past history of the company, and aprice band. The securities available to the public are separately identified as net
offer to the public.
The draft prospectus is filed with SEBI which gives it a legal standing.
A definite period is fixed as the bid period and BRLM conducts awareness
campaigns like advertisement, road shows etc.
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The BRLM appoints a syndicate member, a SEBI registered intermediary to
underwrite the issues to the extent of net offer to the public.
The BRLM is entitled to remuneration for conducting the Book Building process.
The copy of the draft prospectus may be circulated by the BRLM to the institutionalinvestors as well as to the syndicate members.
The syndicate members create demand and ask each investor for the number of
shares and the offer price.
The BRLM receives the feedback about the investors bids through syndicate
members.
The prospective investors may revise their bids at any time during the bid period.
The BRLM on receipts of the feedback from the syndicate members about the bid
price and the quantity of shares applied has to build up an order book showing the
demand for the shares of the company at various prices. The syndicate members
must also maintain a record book for orders received from institutional investors for
subscribing to the issue out of the placement portion.
On receipts of the above information, the BRLM and the issuer company determine
the issue price. This is known as the market-clearing price.
The BRLM then closes the book in consultation with the issuer company anddetermine the issue size of (a) placement portion and (b) public offer portion.
Once the final price is determined, the allocation of securities should be made by
the BRLM based on prior commitment, investors quality, price aggression,
earliness of bids etc. The bid of an institutional bidder, even if he has paid full
amount may be rejected without being assigned any reason as the Book Building
portion of institutional investors is left entirely at the discretion of the issuer
company and the BRLM.
The Final prospectus is filed with the registrar of companies within 2 days ofdetermination of issue price and receipts of acknowledgement card from SEBI.
Two different accounts for collection of application money, one for the private
placement portion and the other for the public subscription should be opened by the
issuer company.
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The placement portion is closed a day before the opening of the public issue
through fixed price method. The BRLM is required to have the application forms
along with the application money from the institutional buyers and the underwriters
to the private placement portion.
The allotment for the private placement portion shall be made on the 2nd day from
the closure of the issue and the private placement portion is ready to be listed.
The allotment and listing of issues under the public portion (i.e. fixed price portion)
must be as per the existing statutory requirements.
Finally, the SEBI has the right to inspect such records and books which are
maintained by the BRLM and other intermediaries involved in the Book Building
process
1.1.12 Pricing
Before establishment of SEBI in 1992, the quality of disclosures in the offer documents
was very poor.
The main drawback of free pricing was the process of pricing of issues. The issue price was
determined around 60-70 days before the opening of the issue and the issuer had no clear
idea about the market perception of the price determined.
In Book Building the price is determined on the basis of demand received or at price above
or equal to the floor price.
Allotment Process through Book-building:
Step1-The Company will 'discover' its price
Earlier, the company determined a fixed price for the stock issue. The issue was marketed
to the general public through advertisements and a media campaign.
Today, companies prefer a book building process. Book building is the process of price
discovery. That means there is no fixed price for the share. Instead, the company issuing
the shares comes up with a price band. The lowest price is referred to as the floor and the
highest, the cap. Bids are then invited for the shares. Each investor states how many sharess/he wants and what s/he is willing to pay for those shares (depending on the price band).
The actual price is then discovered based on these bids.
Step2-Players of the game
Three classes of investors can bid for the shares:
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Qualified Institutional Buyers: QIBs include mutual funds and Foreign Institutional
Investors. At least 50% of the shares are reserved for this category.
Retail investors: Anyone who bids for shares under Rs 50,000 is a retail investor. At
least 25% is reserved for this category.
The balance bids are offered to high networth individuals and employees of the
company.
Individuals who apply for the IPO put in their bids.
The process is transparent. One can check on the issue subscription at the BSE and NSE
Web sites.
After evaluating the bid prices, the company will accept the lowest price that will allow it
to dispose the entire block of shares. That is called the cut-off price.
The process can be illustrated with an example:
Number of shares issued by the company = 100.
Price band = Rs 30 - Rs 40.
If individuals have bid for prices as follows:
Bid Number of shares Price per share
1 20 Rs 40
2 10 Rs 38
3 20 Rs 37
4 30 Rs 36
5 20 Rs 35
6 20 Rs 33
7 20 Rs 30
Table 3 Bid for prices
The shares will be sold at the Bid 5 price of 20 shares for Rs 35.Why?
Because Bidders 1 to 5 are willing to pay at least Rs 35 per share.
The total bids from Bidders 1 to 5 ensure all 100 shares will be sold (20 + 10 + 20 +
30 + 20).
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The cut-off price is therefore Bid 5's price = Rs 35.
Bidders 1 to 5 get allotments at that price. Bidders 6 and 7 don't get an allotment because
their bids are below the cut-off price.
The bids are first allotted to the different categories and the over-subscription (more shares
applied for than the shares available) in each category is determined.
1.1.13 ROLE OF VARIOUS INTERMEDIARIES IN IPO
Intermediarys help corporations design securities that will be attractive to investors, buy
these securities from the corporations, and then resell them to savers in the primarymarkets.
Merchant Bankers/ Lead Manager
Merchant bankers play an important role in issue management process. Lead managers
have to ensure correctness of the information furnished in the offer document. They have
to ensure compliance with SEBI rules and regulations as also Guidelines for Disclosures
and Investor Protection. To this effect, they are required to submit to SEBI a duediligence certificate confirming that the disclosures made in the draft prospectus or letter
of offer are true, fair and adequate to enable the prospective investors to make a well
informed investment decision. The role of merchant bankers in performing their due
diligence functions has become even more important with the strengthening of disclosure
requirements and with SEBI giving up the vetting of prospectuses. Their functions are:
To act as intermediaries between the company seeking to raise money and the
investors. They must possess a valid registration from SEBI enabling them to do
this job.
They are responsible for complying with the formalities of an issue, like drawing up
the prospectus and marketing the issue.
If it is a book building process, the lead manager is also in charge of it. In such a
case, they are also called Book Running Lead Managers.
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Post issue activities, like intimation of allotments and refunds, are their
responsibility as well.
Underwriters
Underwriters are required to register with SEBI in terms of the SEBI (Underwriters)
Rules and Regulations, 1993. In addition to underwriters registered with SEBI in terms of
these regulations, all registered merchant bankers in categories I, II and III and
stockbrokers and mutual funds registered with SEBI can function as underwriters. In
1996-97, the SEBI (Underwriters) Regulations, 1993 were amended mainly pertaining to
some procedural matters.
Bankers to an Issue
Scheduled banks acting as bankers to an issue are required to be registered with SEBI in
terms of the SEBI (Bankers to the Issue) Rules and Regulations, 1994. These regulations
lay down eligibility criteria for bankers to an issue and require registrants to meet
periodic reporting requirements.
Portfolio managers
Portfolio managers are required to register with SEBI in terms of the SEBI (Portfolio
Managers) Rules and Regulations, 1993. The registered portfolio managers exclusively
carry on portfolio management activities. In addition all merchant bankers in categories I
and II can act as portfolio managers with prior permission from SEBI.
Registrars to an Issue and Share Transfer Agents
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Registrars to an issue (RTI) and share transfer agents (STA) are registered with SEBI in
terms of the SEBI (Registrar to the Issue and Share Transfer Agent) Rules and
Regulations, 1993. Under these regulations, registration commenced in 1993-94 and is
granted under two categories: category I - to act as both registrar to the issue and share
transfer agent and category II - to act as either registrar to an issue or share transfer agent.
With the setting up of the depository and the expansion of the network of depositories,
the traditional work of registrars is likely to undergo a change.
1.1.14 IPO Grading
IPO grading (initial public offering 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 other
listed equity securities in India. IPO grading is positioned as a service that provides an
independent assessment of fundamentals to aid comparative assessment that would
prove useful as an information and investment tool for investors. Moreover, such a
service would be particularly useful for assessing the offerings of companies accessing
the equity markets for the first time where there is no track record of their market
performance.
IPO grade assigned to any issue represents a relative assessment of the fundamentals of
that issue in relation to the universe of other listed equity securities in India. This grading
can be used by the investor as tool to make investment decision. The IPO grading will
help the investor better appreciate the meaning of the disclosures in the issue documents
to the extent that they affect the issues fundamentals. Thus, IPO grading is an additional
investor information and investment guidance tool.
Credit Rating agencies (CRAs) like ICRA, CRISIL, and Fitch Ratings who are registered
with SEBI will carry out IPO grading. SEBI does not play any role in the assessment
made by the grading agency. The grading is intended to be an independent and unbiased
opinion of that agency. IPO grading is not mandatory but is optional and the assigned
grade would be a one time assessment done at the time of the IPO and meant to aid
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investors who are interested in investing in the IPO. The grade will not have any ongoing
validity.
1.1.14.1 Sebi Guidelines on IPO Grading
No unlisted company shall make an IPO of equity shares or any other security which maybe converted into or exchanged with equity shares at a later date, unless the followingconditions are satisfied as on the date of filing of Prospectus (in case of fixed price issue)or Red Herring Prospectus (in case of book built issue) with ROC:
The unlisted company has obtained grading for the IPO from at least one creditrating agency;
Disclosures of all the grades obtained, along with the rationale/description furnishedby the credit rating agency(ies) for each of the grades obtained, have been made inthe Prospectus (in case of fixed price issue) or Red Herring Prospectus (in case of
book built issue); and
The expenses incurred for grading IPO have been borne by the unlisted companyobtaining grading for IPO.
1.1.14.2 FEATURES OF IPO GRADING
IPO grading covers both internal and external aspects of a company seeking to make an
IPO in general. The internal factors include competence and effectiveness of the
management, profile of promoters, marketing strategies, size and growth of revenues,
competitive edge, technology, operating efficiency, liquidity and financial flexibility,
asset quality, accounting quality, profitability and hedging of risks. Among external
factors, the key one is the industry and economic/business environment for the issuer.
Here, it is important to note that internationally, the global rating agencies such as
Standard & Poors and Moodys do not perform grading of IPOs at all. While Standard &
Poors is the majority stakeholder in CRISIL Ltd, Moodys is the single biggest
stakeholder in ICRA Ltd. Similarly, the third global player Fitch IBCA (which acquired
another rating agency Dun & Bradstreet in 2000) also does not grade IPOs as yet. The
IPO grading is indicated on a five point scale and a higher score indicating stronger
fundamentals.
1.1.14.3 An IPO grading Scale
IPO grade Assessment
5/5 Strong fundamentals
4/5 Above average fundamentals
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3/5 Average fundamentals
2/5 Below average fundamentals
1/5 Poor fundamentals
Table 4 IPO grades
1.1.14.4 BENEFITS OF IPO GRADING
There are various positive sides of an IPO grading. The most significant factors that go in
favor of IPO grading are:
Professional and Independent Appraisal: IPO grading will create awareness
about the fundamentals of the companys IPO and will provide focused company
information as a key input to prospective investors that will be helpful in taking an
investment decision, in a manner similar to what a credit rating is for debt investors.
Removal of Information Burden: Where disclosures of issues are large and
complex, a service analyzing and interpreting these disclosures independently and
quickly will be extremely useful in cutting through the clutter. Thus, the usefulness
of IPO grading would be particularly high for small investors as it will serve as a
guide about the company coming out with the issue.
Impediment for Weak Companies: While fundamentally sound companies willgain from the market, companies whose fundamentals are not very strong will beimpeded in building up speculative demand among investors. Such weak companieswill need to offer pricing, which will adequately compensate investors for the risksthey take. Therefore, IPO grading provides disincentives for weak companiesplanning to come to the market to raise easy capital.
Improved Investors Sophistication: It is perceived that an independent and
informed opinion on the fundamental quality of the company will bring aboutgreater level of investor sophistication in a scientific manner. In fact, investors maytake investment decisions in a better way on the basis of opinion of CRAs regardingIPO grading. However, the assessment is not a recommendation to buy or not buy astock. It is, instead, a powerful tool to assist the investors in making up their mindabout the quality of a company proposing to offer an IPO investment option.
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CHAPTER 1
1.2 REVIEW OF LITERATURE
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1.2.1 Jaemin Kim, Kuntara Pukthuanthong-Le, Thomas Walker (2008) describes ahigh degree of pre-IPO leverage serves as a positive signal of firm quality as it forces a
firm's managers to adhere to tough budget constraints. The purpose of this paper is to
question the validity of this assumption when it is indiscriminately applied to all firms,
while other potentially important determinants of a firm's optimal capital structure are
ignored. High-tech versus low-tech firms are specifically focused on.
debt only serves as a signal of better firm quality for low-tech IPOs, as reflected in smaller
price revisions and lower under-pricing. For high-tech IPOs, the effect of leverage is
reversed: for these firms, higher leverage is associated with increased risk and uncertainty
as reflected by higher price revisions and greater under-pricing
1.2.2 Dimitris F. Kenourgios, Spyros Papathanasiou, Emmanouil Rafail Melas (2007)
provide additional international evidence on the initial public offerings (IPOs) by
examining the initial performance and two main determinants of short-run underpricing of
169 IPOs listed on the Athens Stock Exchange (ASE) over the period 1997-2002. In the
first stage, the initial performance of the IPOs is measured by two calculated formulas: theraw returns and the excess or adjusted returns of the first, fifth and 21st day, respectively.
In the second stage, a proxy is used to rank the underwriters' prestige along with the times
of oversubscription, which are introduced as explanatory variables in the model. The results
of the analysis on the initial performance of the IPOs provide evidence of significant
underpricing. Furthermore, the cross-sectional analysis on the determinants of the IPOs
shows that both the underwriters' prestige and the times of oversubscription significantly
affect the underpricing level of the IPOs.
1.2.3 Stefano Paleari and Silvio Vismara (2007) investigates whether the analysts make
systematic errors when forecasting the performance of the firm undergoing the IPO by
comparing analysts ex-ante expectations to actual ex-post figures. Using a sample of pre-
IPO analysts reports, the paper performs a regression analysis using the forecast errors
(FE) of post-issue sales as dependent variable in order to find out the determinants of mis-
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valuation.Nuovo Mercato has been essentially a market for projects in which young
enterprises endowed with a few tangible assets sold their business plans to the market
exploiting high-growth opportunities. In the aftermarket, stock and operating performances
are found to be declining, falling short of initial expectations. The extent of the actual post-
issue growth was lower than the ex-ante estimations by financial analysts, whose valuations
were systematically upwardly biased. Affiliated analysts are found not to be more over-
optimistic than the unaffiliated. FE appear to be primarily driven by the extent of forecasted
growth, by market sentiment and (inversely) by the size of the firm. this study contributes
to the understanding of the helpfulness and limits of the analysts forecasts in investment
decisions and, more generally, of the determinants of over-optimism. This study addresses
the issue of over-optimism and provides empirical evidence of it. This paper also
contributes to the literature on the rise and fall of the new European stock markets.
1.2.4 Jay R. Ritter (2006) demonstrate that there is a monotone relation between the
(expected) underpricing of an initial public offering and the uncertainty of investors
regarding its value. We also argue that the resulting underpricing equilibrium is enforced by
investment bankers, who have reputation capital at stake. An investment banker who
"cheats" on this underpricing equilibrium will lose either potential investors (if it doesn't
underprice enough) or issuers (if it underprices too much), and thus forfeit the value of its
reputation capital. Empirical.
1.2.5 Alexander liungqvist (2004 ) We model underpricing as being endogenous to the
wealth loss minimization problem encountered in a stock market flotation. The benefits of
reducing underpricing depend on the entrepreneur's participation in the offering, via the
secondary shares he sells, as well as the magnitude of the dilution he suffers on his retained
shares, which increases in the number of newly issued shares. However, reducing
underpricing is costly. Therefore, it is not surprising that there is positive underpricing inequilibrium, as entrepreneurs trade off the costs and benefits of lower underpricing. Using
two large data sets of US IPOs, we find support for the comparative statics predictions of
our model, in particular those which distinguish our model from existing work. We also
find support for the prediction that equilibrium wealth losses are unrelated to the level of
underpricing-reduction costs and the quality of underwriter, which indicates that
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entrepreneurs choose such variables optimally. Non-monetary considerations such as
private benefits of control appear not to be taken into account by the entrepreneur. Our
empirical results are robust to a number of economic and econometric considerations.
1.2.6 Nancy Beneda (2004) examines the pricing of Initial Public Offerings (IPOs) in the
secondary market on the first day of aftermarket trading. The focus of this study is on shifts
in average returns over time, and does not necessarily address the cross-sectional
implications of a risk/return relation. The focus of the study is to examine the
reasonableness of first day trading prices of IPOs. Initial returns of IPOs, issued during the
period, January 1, 1999 to June 30, 2000, reached as much as 800 per cent, and the average
initial return for the study sample was of 76 per cent. An important question is whether the
high initial returns, observed during this time period, are appropriate for the level of riskassociated with these new issues. Related to this question is the pricing of these securities
by investment bankers (i.e. the offer price) and the pricing of the securities in aftermarket
trading (i.e the secondary market). The results of this study indicate the presence of
speculative excesses in the initial pricing of IPOs in aftermarket trading during 1999 and
part of 2000. Further there is no indication that IPOs are excessively underpriced by
investment bankers during the study period, January 1, 1997 through June 30, 2000. The
results of this study may be useful to investors in making decisions about purchasing new
public securities in the secondary market.
1.2.7 Bijesh Tolia and Yew Mun Yip (2003) IPO lockup is defined as the restricted
period during which certain insiders are prohibited from selling their holdings in the open
market. Usually, the lead underwriter imposes the restriction, and the customary restriction
period lasts for about 6 months. Different theories have been extended to predict the stock
price behavior around the expiration day of IPO-lockup. In this study, we will investigate
whether the stock price behavior around the expiration day of IPO lockup is different for
Hot and Cold IPOs. We hypothesize that the stock prices of Hot IPOs, in terms of
average returns, are less affected by the unlocking of a large volume of shares. On the other
hand, for Cold IPOs, investors, in particular, venture capitalists will have a tendency to
dispose of their shares in order to preempt further decline in their wealth, and as a result we
anticipate a significant decline in stock prices for Cold IPOs. Our initial results show that
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on the lockup expiration day, the market adjusted returns for all four categories of IPOs
decline by more 1 percent however, only the decline for Hot IPOS is statistically
significant. The results are robust even after controlling for various specifications of the
market index.
1.2.8 A.H. van der Zwaan and J.H. von Eije (2002) looked for the organizational and
human resource changes that accompany the transformation from a private into a public
firm. We observed a growing efficiency climate and accountability drives, as well as a
relationship between financial participation and performance, as recent literature seems to
imply. This suggests that HR and IPO are related to each other, under the transparency and
accountability imperatives that accompany IPOs. In contrast to most other IPO studies, the
average Dutch case featured over- instead of under-performance during the first few yearsafter quotation.
1.2.9 Chandrasekhar and Pradeep (2002) Describes the environment for making initial
public offerings (IPOs) in India and the process itself; and discusses the applicability of
various research explanations for underpricing to the Indian Market. Suggests that it will be
greater for new firms and issues managed by reputable merchant bankers; and analyses
1992-1994 data on 386 IPOs to assess their performance. Shows that issues with high risk
and/or smaller offer prices are more underpriced; and that returns are strongly correlated
with subscription levels. Discusses the underlying reasons for this and the implications for
public policy.
1.2.10 M. Banu Durukan (2002) Reviews previous research on initial public offering
(IPO) pricing and performance, classifying it by six hypotheses which are not mutually
exclusive. Uses 1990-1997 data on IPOs on the Istanbul Stock Exchange to test these
hypohteses, explains the methodology and presents the results, which show initial abnormal
returns (realized by investors), but no long run underperformance of the market. Analyses
the factors affecting short and long run IPO returns, considers consistency with other
research and supports the winners curse and the fads hypotheses. Concludes that initial
abnormal returns are due to both deliberate underpricing and overvaluation by investors
and that factors which decrease uncertainty lead to lower returns.
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select areas reviewed, and violations of the Investment Advisers Act of 1940 (Advisers
Act) found during compliance examinations of investment advisers. Item II of the letter
addressed trade allocations and more specifically, allocations of IPOs.
1.2.15 Tim Jenkinson and Alexander liungqvist (2000) By 1999, close to 80% of non-
U.S. IPOs were marketed using bookbuilding methods. We study whether the recent
introduction of this technology by U.S. banks and their inclusion in non-U.S. IPO
syndicates has promoted efficiency in primary equity markets. We analyze both direct and
indirect costs (associated with underpricing) using a unique dataset containing information
on 2,051 initial public offerings in 61 non-U.S. markets during the period 1992-1999. The
direct costs of bookbuilding are typically twice as large as direct costs for fixed-price
offers. However, bookbuilding leads to substantially less underpricing. This benefit is more
pronounced when the target market includes U.S. investors, when U.S. listing is sought and
when U.S. banks are part of the syndicate.
1.2.16 Lon W. Taylor (1988) Going public with a new stock issue is a satisfying,
perplexing, and complicated process, with an aura of mystery and potential for pitfalls. As a
method for capital infusion, however, initial public offerings (IPOs) have emerged as a
significant force in allowing small, vigorous companies the growth momentum to become
primary players in their marketplaces
1.2.17 Allen D. Morton (1998) uses a multifactor logit model to analyze the aftermarket
performance of randomly chosen IPO's in hot and cold markets. The theories of risk
aversion and utility maximization, in conjunction with the paper's empirical results, suggest
that cold market investors are more risk averse than are hot market investors.
1.2.18 Marcus Gerbich and Mario Levis (1995 ) Summarizes the regulatory
environment and practices for providing a property company with a public listing.Furthermore, reports evidence of the direct and implied costs of undertaking a property
initial public offering. The results indicate that choice of issue method and timing are key
decisions to be made by property company financial managers.
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CHAPTER -2
2.1 Introduction of the Industry and
Organisation
2.1.1 STOCK MARKET
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Bulls make money, Bears make money, and Pigs get slaughter
A market with a trading floor where securities are bought and sold is called a stock
exchange.
The market or place, where securities, viz. shares are exchanged / traded or simply
where buying and selling takes place, is called stock exchange or stock market.
A stock exchange, share market or bourse is a corporation ormutual organization which
provides "trading" facilities for stock brokers and traders, to trade stocks and other
securities. Stock exchanges also provide facilities for the issue and redemption of securities
as well as other financial instruments and capital events including the payment of income
and dividends. The securities traded on a stock exchange include: shares issued by
companies, unit trusts and other pooled investment products and bonds. To be able to trade
a security on a certain stock exchange, it has to be listed there. Usually there is a central
location at least for recordkeeping, but trade is less and less linked to such a physical place,
as modern markets are electronic networks, which gives them advantages of speed and cost
of transactions. Trade on an exchange is by members only. The initial offering of stocks
and bonds to investors is by definition done in the primary market and subsequent trading is
done in the secondary market. A stock exchange is often the most important component of
a stock market. Supply and demand in stock markets is driven by various factors which, as
in all free markets, affect the price of stocks There is usually no compulsion to issue stock
via the stock exchange itself, nor must stock be subsequently traded on the exchange. Such
trading is said to be off exchange orover-the-counter. This is the usual way that bonds are
traded. Increasingly, stock exchanges are part of a global market for securities.
Financial market consists of :-
Money market
Capital market.
Money market provides short-term capital to borrowers for meeting there short term
working capital requirements.
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http://en.wikipedia.org/wiki/Corporationhttp://en.wikipedia.org/wiki/Mutual_organizationhttp://en.wikipedia.org/wiki/Stock_brokerhttp://en.wikipedia.org/wiki/Trader_(finance)http://en.wikipedia.org/wiki/Stockhttp://en.wikipedia.org/wiki/Security_(finance)http://en.wikipedia.org/wiki/Dividendhttp://en.wikipedia.org/wiki/Shareshttp://en.wikipedia.org/wiki/Unit_trusthttp://en.wikipedia.org/wiki/Bond_(finance)http://en.wikipedia.org/wiki/Electronic_networkshttp://en.wikipedia.org/wiki/Investorhttp://en.wikipedia.org/wiki/Primary_markethttp://en.wikipedia.org/wiki/Secondary_markethttp://en.wikipedia.org/wiki/Stock_markethttp://en.wikipedia.org/wiki/Free_markethttp://en.wikipedia.org/wiki/Over-the-counter_(finance)http://en.wikipedia.org/wiki/Bond_(finance)http://en.wikipedia.org/wiki/Corporationhttp://en.wikipedia.org/wiki/Mutual_organizationhttp://en.wikipedia.org/wiki/Stock_brokerhttp://en.wikipedia.org/wiki/Trader_(finance)http://en.wikipedia.org/wiki/Stockhttp://en.wikipedia.org/wiki/Security_(finance)http://en.wikipedia.org/wiki/Dividendhttp://en.wikipedia.org/wiki/Shareshttp://en.wikipedia.org/wiki/Unit_trusthttp://en.wikipedia.org/wiki/Bond_(finance)http://en.wikipedia.org/wiki/Electronic_networkshttp://en.wikipedia.org/wiki/Investorhttp://en.wikipedia.org/wiki/Primary_markethttp://en.wikipedia.org/wiki/Secondary_markethttp://en.wikipedia.org/wiki/Stock_markethttp://en.wikipedia.org/wiki/Free_markethttp://en.wikipedia.org/wiki/Over-the-counter_(finance)http://en.wikipedia.org/wiki/Bond_(finance)7/31/2019 Finance Report on Project Training
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Capital market is a market for long term funds. The major borrowers in this market
are corporate, agriculture sector and the govt. the corporate sector needs funds for
capital investment purpose like expansion, diversification, integration, mergers and
acquisitions. The govt. needs funds for its various programs for infrastructure
development like roads, highways, power, sanitation, water supply etc. The supply
of funds for the capital market comes from individual households, corporate banks,
insurance companies, specialized financial agencies and the govt. Capital market
is divided into debt market and equity market. Though in common parlance, when
we talk of market, it is to imply equity market or stock market. Capital market is
further sub-divided into;
2.1.2 STOCK MARKET SEGMENTS
Broadly speaking, the stock market can be divided into two independent and inseparable
segments viz.
Primary segment market (New issue market)
Secondary Segment (Stock market)
Primary segment market - The primary market is that part of the capital markets that
deals with the issuance of new securities. Companies, governments or public sector
institutions can obtain funding through the sale of a new stock or bond issue. This is
typically done through a syndicate of securities dealers. The process of selling new issues
to investors is called underwriting. In the case of a new stock issue, this sale is an initial
public offering (IPO). Dealers earn a commission that is built into the price of the security
offering, though it can be found in the prospectus.
Methods of issuing securities in the primary market are:
Initial public offering;
Rights issue (for existing companies);
Preferential issue.
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Secondary segment market- The secondary market, also known as the aftermarket, is the
financial market where previously issued securities and financial instruments such as stock,
bonds, options, and futures are bought and sold.
The secondary market for a variety of assets can vary from fragmented to
centralized, and from illiquid to very liquid. The major stock exchanges are the most visible
example of liquid secondary markets. Most bonds and structured products trade over the
counter, or by phoning the bond desk of ones broker-dealer.
2.1.3 STOCK EXCHANGES IN INDIA
Presently, the stock market in India consists of twenty one regional stockexchanges, one
Bombay stock exchange and two national exchanges, namely
1. National Stock Exchange of India (NSE)
2. Over the Counter Exchange of India (OTC)
The Bombay Stock Exchange (BSE) is the largest Stock Exchange, in the country, where
maximum transactions, in terms of money and shares take place. Bombay Stock Exchange
Limited is the oldest stock exchange in Asia. Popularly known as BSE it was established as
"The Native Share & Stock Brokers Association" in 1875.
It is the first stock exchange in India to obtain permanent recognition from the
Government of India under the Securities Contracts (Regulation) Act, 1956.
Bombay Stock Exchange The Exchange has a nation-wide reach with a presence in 417
cities and towns of India. BSE provides an efficient and transparent market for trading in
equity, debt instruments and derivatives.
National stock exchange limited (NSE), is a Mumbai-based stock exchange. It is the
largest stock exchange in India in terms of daily turnover and number of trades, for both
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equities and derivative trading. The NSE's key index is the S&P CNX Nifty, known as the
Nifty, an index of fifty major stocks weighted by market capitalisation.
NSE is mutually-owned by a set of leading financial institutions, banks, insurance
companies and other financial intermediaries in India but its ownership and management
operate as separate entities. There are at least 2 foreign investors NYSE Euro next and
Goldman Sachs who have taken a stake in the NSE. As of 2006, the NSE VSAT terminals,
2799 in total, cover more than 1500 cities across India. In October 2007, the equity market
capitalization of the companies listed on the NSE was US$ 1.46 trillion, making it the
second largest stock exchange in South Asia. NSE is the third largest Stock Exchange in
the world in terms of the number of trades in equities. It is the second fastest growing stock
exchange in the world with a recorded growth of 16.6%.
FEATURES OF THE STOCK EXCHANGE
It provides the trading platform where buyers and sellers meet to transact in
securities.
The stock exchange in India is under the supervision of the regulatory authority,
the Securities and Exchange Board of India
It is the place where sale and purchase of existing securities is done.
It enables an investor to adjust his holdings of securities in response to changes
in assessment about risk and return.
It enables to meet the liquidity needs by providing market for sale of securities.
Stock exchange is an association of individual members called member brokers.
Stock exchanges are formed for the purpose of regulating and facilitating the
buying and selling of securities.
2.1.4 LIST OF VARIOUS STOCK EXCHANGES IN INDIA
Sr.no. Name of stock exchange Year of establishment Type of organization
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1 Bombay stock exchange 1875 Voluntary non-profit
organization
2 Ahmadabad stock exchange 1897 Voluntary non-profit
organization
3 Calcutta stock exchange 1908 Public limited
company
4 M.P. stock exchange, Indore 1930 Voluntary non-profit
organization
5 Madras stock exchange 1937 Co. limited by
guarantee
6 Hyderabad stock exchange 1943 Co. limited by
guarantee
7 Delhi stock exchange 1947 Public limited
company
8 Bangalore stock exchange 1957 Pvt. Converted into
public ltd. Co.
9 Cochin stock exchange 1978 Public limited
company
10 U.P. stock exchange Kanpur 1982 Public limited
company
11 Pune stock exchange 1982 Co. limited by
guarantee
12 Ludhiana stock exchange 1983 Public limited
company
13 Jaipur stock exchange 1983 Public limited
company
14 Guahati stock exchange 1984 Public limited
company
15 Kannaar stock exchange 1985 Public limited
company
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16 Magadh stock exchange 1986 Co. limited by
guarantee
17 Bhuveneshwar stock
exchange
1989 Co. limited by
guarantee
18 Saurashtra stock exchange
,Kutch
1989 Co. limited by
guarantee
19 Vadora stock exchange 1990 N.D.
20 Meerut stock exchange 1991 N.D.
21 O.T.C.I (over the counter
exchange of India),Mumbai
1993 Pure demutualised
22 National stock exchange 1995 Pure demutualised
23 Coimbtoor stock exchange 1996 N.D.
24 Sikkam stock exchange 1997 N.D.
Table 5 List Of Stock Exachanges
2.1.5 Role of stock exchanges
Stock exchanges have multiple roles in the economy, this may include the following:
Raising capital for businesses
The Stock Exchange provides companies with the facility to raise capital for expansion
through selling shares to the investingpublic.
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Mobilizing savings for investment
When people draw their savings and invest in shares, it leads to a more rational allocation
of resources because funds, which could have been consumed, or kept in idle deposits with
banks, are mobilized and redirected to promote business activity with benefits for several
economic sectors such as agriculture, commerce and industry, resulting in a stronger
economic growth and higherproductivity levels and firms.
Facilitating company growth
Companies view acquisitions as an opportunity to expand product lines, increase
distribution channels, hedge against volatility, increase its market share, or acquire other
necessary business assets. A takeoverbid or a mergeragreement through the stock market
is one of the simplest and most common ways for a company to grow by acquisition or
fusion.
Redistribution of wealth
Stocks exchanges do not exist to redistribute wealth. However, both casual and professional
stock investors, through dividends and stock price increases that may result in capital gains,
will share in the wealth of profitable businesses.
Corporate governance
By having a wide and varied scope of owners, companies generally tend to improve on
their management standards and efficiency in order to satisfy the demands of these
shareholders and the more stringent rules for public corporations imposed by public stock
exchanges and the government. Consequently, it is alleged that public companies
(companies that are owned by shareholders who are members of the general public and
trade shares on public exchanges) tend to have better management records than privately-
held companies (those companies where shares are not publicly traded, often owned by the
company founders and/or their families and heirs, or otherwise by a small group of
investors). However, some well-documented cases are known where it is alleged that there
has been considerable slippage in corporate governance on the part of some public
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companies (Pets.com (2000), Enron Corporation (2001), One.Tel (2001), [[Sunbeam
Products|Sunbeam]] (2001), Webvan (2001), Adelphia (2002), MCI WorldCom (2002), or
Parmalat (2003), are among the most widely scrutinized by the media).
Creating investment opportunities for small investors
As opposed to other businesses that require huge capital outlay, investing in shares is open
to both the large an small stock investors because a person buys the number of shares they
can afford. Therefore the Stock Exchange provides the opportunity for small investors to
own shares of the same companies as large investors.
Government capital-raising for development projects
Governments at various levels may decide to borrow money in order to finance
infrastructure projects such as sewage and water treatment works or housing estates by
selling another category ofsecurities known asbonds. These bonds can be raised through
the Stock Exchange whereby members of the public buy them, thus loaning money to the
government. The issuance of such bonds can obviate the need to directly tax the citizens in
order to finance development, although by securing such bonds with the full faith and credit
of the government instead of with collateral, the result is that the government must tax the
citizens or otherwise raise additional funds to make any regular coupon payments and
refund the principal when the bonds mature.
Barometer of the economy
At the stock exchange, share prices rise and fall depending, largely, on market forces.
Share prices tend to rise or remain stable when companies and the economy in general
show signs of stability and growth. An economic recession, depression, orfinancial crisis
could eventually lead to a stock market crash. Therefore the movement of share pricesand in general of the stock indexes can be an indicator of the general trend in the
economy.
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2.1.6 Profile
The Ludhiana Stock Exchange Limited was established in 1981, by Sh. S.P. Oswal and Sh.
B.M. Munjal, leading industrial luminaries, to fulfil a vital need of having a Stock
Exchange in this region. Since its inception, the Stock Exchange has grown phenomenally.
The Stock Exchange has played an important role in channelizing savings into capital for
the various industrial and commercial units of the State of Punjab and other parts of the
country.
The Ludhiana Stock Exchange is a technology savvy, forward looking and modern
Regional stock exchange. The stock exchange has introduced latest technological
developments in the capital markets to keep itself in pace with the changes sweeping across
the stock exchanges through out the country.
The Ludhiana Stock exchange was incorporated in the year 1983. It was granted
recognition in the year 1993.
Exchanges among the Regional Stock Exchanges of the country, and has been providing
trading platform for the investors situated in Punjab, J&k, Himachal Pradesh &
Chandigarh. At present, it has 380 listed companies and among them, 249 are listed as
regional companies.
OBJECTIVES
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1. To channelize the saving into investment in capital market there by providing funds
for growth & expansion.
2. To provide liquidity to the investors of the region by providing them with a
secondary market network.
3. Disseminating information among investors thereby saving their interests.
4. To maintain high standard of commercial honor & integrity.
5. To promote and inculcate honorable practice and just & equitable principle of trade
& business.
6. To discourage and to suppress malpractice detrimental to the interest of investors at
large,
FEATURES
1. First regional stock exchange to give proposal of making subsidiary as broker of
NSE & BSE for survival of stock exchange and second to start operations like
broker of NSE & BSE
2. First regional stock exchange to start trading in commodities market.
3. First regional stock exchange to start courses on capital market, only BSE is
performing this sort of activities and NSE is also performing courses on capitalmarket only for members but LSE have started for outsiders also.
2.1.7 OPERATIONS OF LSE
TURNOVER
Ludhiana Stock Exchange is one of the leading Stock Exchanges among the Regional Stock
Exchanges of the country, and has been providing trading platform for the investors
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situated in Punjab, J&k, Himachal Pradesh & Chandigarh. At present, it has 380 listed
companies and among them, 249 are listed as regional companies. It had been generating
significant amount of the business in the secondary market. It recorded a peak turnover of
Rs.9154 crores during the year 2000-2001. The structural changes that took place in the
recent past in the Capital Market of the country had a negative impact on the trading
volume of the Regional Stock Exchanges. There has been a significant reduction of
turnover during the financial year 2001-2002, but the reduction in the turnover of the
Exchange has been more than adequately compensated by substantial rise in the turnover of
LSE Securities Limited, a subsidiary of Ludhiana Stock Exchange.
LISTING
Listing is one of the major functions of a Stock Exchange wherein the securities of the
Companies are enlisted for trading purpose. Any Company incorporated under Companies
Act, 1956, coming out with an IPO, has to mandatorily list its shares on a Stock Exchange.
The Listing Department of Ludhiana Stock Exchange deals with listing of securities,
further listing of issues like bonus and rights issues, post listing compliance of the
companies which is already listed with Ludhiana Stock Exchange. The Companies desirous
of lis