CS Executive · Capital Market and Securities Laws
Basics of Capital Market: formula sheet
Key formulas
- Structure of the capital market
- Capital market = Primary market (new issues) + Secondary market (trading of existing securities)
- Some notes also divide it into the industrial securities market (shares, debentures) and the government securities market (gilt-edged securities).
- Capital market vs money market: tenure
- Capital market: long-term (generally above 1 year) | Money market: short-term (up to 1 year)
- Tenure is the most commonly cited basis of difference. Equity shares have no fixed maturity and belong to the capital market.
- Who receives the money
- Primary market: money goes to the issuer | Secondary market: money goes to the selling investor
- Use this to explain why the secondary market does not raise fresh capital.
- Primary vs secondary market
- Primary: issuer receives funds | Secondary: investors trade, issuer receives nothing
- Use this one-line contrast to open any answer on the primary market.
- Rights entitlement
- Rights shares = Existing shares held × Rights ratio
- If the ratio is 1:5, a holder of 100 shares gets 100 × 1 ÷ 5 = 20 rights shares.
- Bonus shares
- Bonus shares = Existing shares held × Bonus ratio
- A 1:2 bonus means one new share for every two held. No cash is received by the company.
- Funds raised from a fresh issue
- Funds raised = Number of new shares × Issue price
- Issue price = face value + premium, if any. For a bonus issue the funds raised are nil.
- Private placement offer
- Offer to a select group through a private placement offer letter, within the person limits and conditions of the Companies Act, 2013
- Check the current limit on the number of persons in the Act before quoting a figure. Never quote a number you are unsure of.
- Classification of methods
- Public issue (IPO, FPO) | Rights | Private placement | Preferential | Bonus
- Bonus is a capitalisation of reserves, not a method of raising fresh funds.
- Primary vs secondary market (core test)
- Primary: company ⇄ investor (new securities, funds reach the company). Secondary: investor ⇄ investor (existing securities, funds do not reach the company).
- Use this one line to open any comparison answer.
- Functions of a stock exchange
- Liquidity + Price discovery + Safe and fair dealing + Capital formation support + Economic indicator + Investor protection
- Learn this list as a checklist. Add one reason for each point.
- Trade lifecycle
- Order → Matching and execution → Clearing → Settlement (securities and funds)
- Four stages. Name the clearing corporation and depositories at the right stages.
- Net obligation in clearing
- Net obligation of a member = Total purchases − Total sales (in each security and in funds)
- Clearing nets out trades, so members settle only the difference, not every trade.
- Instrument classification
- Capital market instruments = Equity + Debt + Derivatives + Pooled (mutual fund units)
- Use this as the frame for any 'explain the instruments' question.
- Order of claim on winding up
- Secured creditors and debt ahead of preference shareholders; preference shareholders ahead of equity shareholders
- Equity is the residual claim. Do not state this order without noting that statutory priorities in winding up also apply.
- Equity vs preference return
- Equity: variable dividend, only if declared. Preference: fixed-rate dividend, paid before equity
- Preference dividend is fixed but still depends on distributable profits.
- Debt return
- Debenture or bond holder: fixed or agreed interest + principal on maturity
- Interest is a charge on the company and is payable whether or not it earns profit.
- Derivative value
- Value of derivative = f(price of underlying asset)
- Main types: forwards, futures, options, swaps.
- Registration rule
- Intermediary acts only with a SEBI certificate of registration
- Applies to brokers, merchant bankers, DPs, registrars, rating agencies and similar intermediaries. Mention the governing regulations in your answer.
- Merchant banker functions
- Due diligence + offer document + marketing + allotment coordination + post-issue compliance
- Lead manager must exercise due diligence and file a due diligence certificate with SEBI for the offer document.
- Depository structure
- Investor (beneficial owner) → Depository Participant → Depository (NSDL or CDSL)
- The depository is the registered owner of securities in its books; the investor is the beneficial owner.
- Registrar to an issue role
- Collect applications → finalise allotment basis → issue refunds and credit demat accounts → maintain records
- Handles the application and allotment processing. A share transfer agent handles transfers and records for a company after listing.
- Credit rating role
- Rating = independent opinion on the issuer's ability to pay debt on time
- It is an opinion, not a recommendation to buy, sell or hold.
- FPI entry route
- FPI registers through a designated depository participant (DDP) under SEBI (FPI) Regulations, 2019
- FPIs are registered in categories under those regulations. Check the category details in your study material.
- SEBI Act, 1992 - core objective
- Protect investors + Promote development + Regulate the securities market
- Learn this three-part objective; it is the base of most 'role of SEBI' answers.
- Three types of SEBI powers
- Quasi-legislative + Quasi-judicial + Quasi-executive
- Give one example of each: regulations; adjudication orders and penalties; inspection and investigation.
- Law to area match
- Companies Act, 2013 → issue and company matters; SCRA, 1956 → stock exchanges and trading; SEBI Act, 1992 → SEBI and market conduct; Depositories Act, 1996 → demat and depositories
- Use this match to name the correct Act in any framework answer.
- Regulator to area match
- SEBI → securities market; RBI → banks, money market, government securities, forex; MCA → companies; Exchanges → members and listed entities
- For SEBI vs RBI, contrast the area regulated and the Act used.
Quick revision
- The capital market deals in long-term funds; the money market deals in short-term funds.
- The primary market is where securities are issued for the first time; the secondary market is where existing securities are traded.
- Companies raise capital in the primary market through methods such as public issue, rights issue and private placement.
- Stock exchanges provide a platform for trading, liquidity and price discovery.
- Key instruments include equity shares, preference shares, debentures and bonds.
- Intermediaries, such as merchant bankers, registrars, depositories and brokers, support issuing and trading.
- SEBI is the main regulator of the securities market in India.
- Know the main laws in the framework: the SEBI Act, the Securities Contracts (Regulation) Act and the Companies Act.
- In a difference question, give at least four clear points of difference.
- Write each answer as provision or definition, explanation, then conclusion.
Common mistakes
- Saying the secondary market raises capital for companies. Fix: State that in the secondary market money passes between investors. The company gets funds only in the primary market.
- Treating the money market as part of the capital market. Fix: Keep them separate. Money market means short-term funds up to one year. Capital market means long-term funds.
- Treating a bonus issue as a method of raising capital. Fix: Write that bonus shares are issued free by capitalising reserves and no funds are raised.
- Saying a rights issue can be offered to the public. Fix: State that rights shares are offered only to existing shareholders in proportion to their holdings.
- Saying the company receives money when shares are traded on the exchange. Fix: Write clearly that funds pass between investors. The company gains only indirectly through liquidity and a market valuation.
- Listing functions as bare words such as 'liquidity, pricing' with no explanation. Fix: Attach one reason to each function. Liquidity: investors can exit quickly, so they invest more readily.
- Calling preference shareholders creditors of the company. Fix: They are shareholders. They have priority in dividend and capital repayment but are not creditors. Debenture holders are the creditors.
- Saying preference dividend is guaranteed. Fix: Say it is payable at a fixed rate, but only out of distributable profits. Cumulative shares carry forward unpaid dividend.
- Treating a registrar to an issue and a share transfer agent as the same thing. Fix: Say the registrar handles application and allotment for an issue, while the transfer agent handles transfers and holder records. Note that one entity may do both if registered for both.
- Saying the depository directly deals with investors. Fix: Show the chain: investor, DP, depository. The investor opens the demat account with a DP, not with NSDL or CDSL.
Exam tips
- Short notes on capital market features, functions or structure are common, so prepare a 5-point version of each.
- For 'distinguish' questions, use a two-column layout in your answer sheet with at least five bases.
- Name the regulator in your answer: SEBI for the capital market and RBI for the money market.
- Use one-line Indian examples such as an IPO, a rights issue or treasury bills to show applied understanding.
- Link back to the topic: always finish with a one-line conclusion on economic development.
- Open with a one-line definition of the primary market. It sets up the answer and earns marks quickly.
- For comparison questions, use a clear point-by-point format: meaning, offered to, document, cost, control.
- Always say that a bonus issue brings no funds, and show this in numerical answers.