9 SEBI, SHARE MARKET (PILLAR#1-C)

MCQs from SEBI/ Sharemarket /Financial Market / Companies Act Topic in UPSC Prelims-
2014 (1 MCQ), 2015 (0 MCQ), 2016 (2 MCQs), 2017 (0 MCQ), 2018 (1 MCQ).
A player should keep in mind the cost:benefit accordingly.

9.1 SECURITIES (प्रतिभतू ि)

A ‘Security’ means a certificate document indicating that its holder is eligible to receive a
certain amount of money at a particular time. This could be a

Equity: Share certificate Debt (ऋण): Bond / Debenture

Holder gets dividend from the profits of the Holder gets interest & principal irrespective
company. If no profit, then no dividend. of whether company makes profit or not.
called owners, proprietors of the company. Creditors of the company.
Have _ _ _ _ claim during liquidation _ _ _ _ claim.

9.2 FINANCIAL / SECURITIES MARKET: MEANING AND TYPES

It is the place where buying and selling of securities takes place.
Classification Market Subtypes
Tenure: 1. _ _ _ _ _ Market (<1 year) मद्र
ु ा बाजार
(अवधि)
2. _ _ _ _ _ Market (1 year/>) पज
ूं ी बाजार
Freshness 1. _ _ _ _ _ _ _ _ _ Market (where new securities are issued for the first
प्राथमिक time). Helps a company /government to connect with the investor. It
एवं has no separate physical existence but classified for economic
मितीयक analysis.
बाजार 2. _ _ _ _ _ _ _ _ _ Market (where the old securities are resold). It has
physical existence such as Bombay Stock Exchange at Dalal Street,
Mumbai. Provides liquidity and confidence to investors to buy new
securities in Primary Market. (compared to a scenario if there was no
market to resale used cars- तो कम लोग नई कार खरीदने जाएंग.े )
Settlement 1. Future Market: Where parties write contract today to buy/sell
something at specific price on a future date
2. Spot Market: if instantly bought & sold.
Asset - Depending on what asset is traded, market can be divided into Bond
(Debt) market, Share (Equity) market, Gilt-Edged Securities Market,
Foreign Currency Market, Commodity Market etc.
- Presently, they have their individual exchanges where buying and
selling occurs. But if there was a supermall where all these products
were available in one place it will be called “_ _ _ _ _ _ _ _ Exchange”.
SEBI permitted BSE & NSE to launch such thing (2018).

Mrunal’s Economy Pill#1C: Securities, SEBI, Sharemarket- Page 58

9.3 DEBT INSTRUMENTS (ऋण उपकरण)
Creditors to company. First claim during liquidation. Assured interest irrespective of profit of
company. These debt instruments can be classified into short-term vs long term.

9.3.1 Short term debt instruments (लघु अवधि ऋण उपकरण )

- Tenure = less than 1 year. Usually ‘unsecured’ because not backed by any Asset.
- Usually sold at discount and re-purchased at _ _ _ _ __ _ _ _ _ _ _ _ _ _ _ _. The
difference between these two prices is the interest earned by investor.
- They’re traded at Money Market and are (usually) ‘negotiable & transferable’ in nature
i.e. lender can sell to third party, and third party can demand money from borrower.
- Near Money = Asset that is highly liquid = can be readily converted into cash.

Table 1: Further sub-division based on who is the Borrower?

Borrower Short term debt instrument

Govt. 1. State govt’s treasury bills (14 days). But stopped since 2001.
2. Union govt’s treasury bills (91, 182 and 364 days) & Cash Management
bills (CMB: upto 90 days, started in 2009).
3. WMA (ways and means advances): it’s the mechanism through which _
_ _ _ lends money to Govt, for temporary short term needs when there
is mismatch in receipt and expenditure of Govt. This WMA is not
counted in Fiscal Deficit formula (More in Pillar#2: Budget).
Company - Bill of Exchange, Hundi, Commercial Papers, Promissory Notes.
- Side note: Currency Note is a ‘Promissory Note’ issued by RBI
Governor however, he’s not bound to pay any interest. Just promises to
exchange it with other currency notes and coins of equal face value.
Merchant - Commercial Bill.
to bank
Banks / Certificate of Deposits (जमा प्रमाण पत्र). RRBs and LAB can’t issue.
NBFC

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 Call It’s the interest rate when Financial Intermediaries (Banks/NonBanks)
Money borrow for ONE DAY among themselves.
Notice Same as above but for 2 to 14 days.
Money
Repo Repo and Reverse Repo- already covered with Monetary Policy

MCQ. Find Correct statements:(Asked in UPSC-Pre-2018)

1. The Reserve Bank of India manages and services Government of India Securities, but not
any State Government Securities.
2. Treasury bills are issued by the Government of India and there are no treasury bills
issued by the State Governments.
3. Treasury bills offer are issued at a discount from the par value.
Ans Codes: (a) 1 and 2 only (b) 3 only (c) 2 and 3 only (d) 1, 2 and 3

MCQ. Which of the following is /are example (s) of ‘Near Money’? [UPSC-CDS-2016-I]
1. Treasury Bill 2. Credit Card 3. Saving accounts 4. Money Market Instruments
Answer codes: (a) 1 only (b) 2 only (c) 1, 2 and 3 (d) 1, 3 and 4
9.3.2 Long Term Debt Instruments (दीर्ध-अवधर् ऋण उपकरण )
Tenure = 1 year/>. Further sub-division based on who is the Borrower?
Issuer Objective? उद्दे श्य?
- Government securities, Dated securities, Sovereign bonds (सूंप्रभु
स्वणण बाूंड), Kisan Vikas Patra etc. (more in “Financial inclusion lecture)
- Also called Gilt Edged securities (उच्च / अग्रिम दजे की प्रतिभतिया)
because repayment is assured by Government. (Although, give lower
Modern day interest rate because of low risk to investor).
Government - Global Credit Rating Agencies gives ‘rating’ to sovereign bonds. “_ _ _ ”
to borrow is best and highest given to US Treasury Bonds. India’s rating is ~“BAA”
money = moderate risk of default.
- World’s top three credit rating agencies- Fitch, Moody’s and Standard &
Poor have pro-US/EU allegiance. Critics argue these 3 agencies do not
give adequate upgradation to India, China, Russia despite the economic
growth. So, India has proposed the _ _ _ group to set up its own
independent credit rating agency.
Real Interest Rate (वास्िववक ब्याज दर) = Nominal (नाममि) Interest minus
Inflation. When Real Interest is negative, purchasing power _ _ _ _ _ despite
increase in money quantity in bank account. Then people prefer to park
money in gold/real estate- which is not very beneficial to economy. So..

Modern day Inflation Indexed Bonds (IIB-मद्र

ु ास्फीति सच
ू काांककि बाांड)
Govt. to curb - Launched in 1997, 2013, 2018 to provide positive _ _ _ _ interest rate to
Gold household, thereby reducing the Gold consumption & Current account
Consumption deficit (CAD) & weakening of rupee against dollar (else expensive crude-
>petrol, diesel inflation).
- e.g. Inflation Indexed National Savings Securities-Cumulative (IINSS-C)
with Interest Rate = CPI + 1.5% [and Principal also protected against
inflation.]
Sovereign Gold Bond (2015: सांप्रभु स्वर्ण बाांड)

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 - They’re denominated in gold grams. Annual interest 2.75%, and after 8
years you get the amount equivalent to prevailing gold prices at that
time. Benefit / challenges? = Pillar#3, along with Gold Monetization
Scheme.
1. Coupon Bonds: Contain detachable coupons- presented to the issuer to
claim the interest.
2. Zero Coupon Bonds: Are sold on discount and repurchased at face
Colonial era
value, do not have any coupons.
Govt.
3. Bearer Bonds: Not linked to a PAN card, Aadhar card or passport,
voter card or social security number. Anyone who presents it to the
issuer, will get interest and principal. Usually issued during the war time.
ULB Urban Local Bodies issue Municipal bonds to borrow money from public.
- Bonds (British Term), Debentures (American Term): Internal difference
not important.
- If the company has high risk of default on repayment, the Credit Rating
Company will mark it as _ _ _ Bonds (“BB to D” Grade) e.g. IL&FS. Such
company will have to offer a very high interest rate next time.
- Redeemable Bonds (मोच्च): will repay regular interest and will return
Companies
principal on maturity. Irredeemable Bonds (अमोच्च): will pay only interest
but no principal returned.
- Hybrid instruments: Issued as “Bond” but can be converted into share.
E.g. Optionally Fully Convertible Debentures (OFCD: वैकमपिक रूि से िूर्त
ण :
िररवतणनीय ऋर् ित्र).
- 2014- BRICS Nations had setup the New Development Bank (NDB, HQ:
BRICS Bank Shanghai, China). Later it launched BRICS Bonds to mobilize money for
its infrastructure loans. Denomination: USD

- Masala Bonds: These _ _ _ _ denominated bonds issued outside India,

to borrow money for Indian companies. World Bank’s sister agency
International Financial Corporation (IFC) launched & named them
‘Masala Bonds’ to arrange loans for Indian private sector companies.
IFC
- 2015: RBI allowed Indian entities to launch such Masala Bonds. 2017:
NHAI also issued Masala Bonds in London stock Exchange to mobilize
money for Indian Highway projects.
- Maharaja Bonds: IFC-bonds are issued within India in ₹ denomination

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 - 2018: launched world’s first Blockchain Offered New Debt Instrument
called Bond-i.
- Sold in Australia using _ _ _ _ _ _ _ blockchain technology.
World Bank - Local Manager: Commonwealth Bank of Australia (CBA) [Reserve Bank
of Australia is separate].
- Tenure: 2 years @~2% interest. Denomination: _ _ _ _ _ Dollars, hence
also called “Kangaroo Bond”.
PANDA Bonds is a bond issued by a non-Chinese entity (e.g. Pakistan or
Non-Chinese
IFC or ADB) inside the Chinese Market to borrow money. Denomination: _
in China
_ _ -Renminbi
For renewable energy, pollution control, environment friendly Projects.
- World’s first Green Bond launched by World Bank (2007)
Green bonds - India’s first Green Bond launched by Yes Bank (2015)
(हररि ब ांड) - BRICS Bank (New Development Bank) issued Yuan- denominated green
Bonds (2016)
- Indian Renewable Energy Development Agency (IREDA) launched
India’s first Masala Green Bond at London Stock Exchange (2018).
Blue Bond A sub-type of green bond, where money borrowed for Climate resilient
water / marine / fisheries projects. E.g. 2018- _ _ _ _ _ _ issued world's first
(नील ब ांड)
'Blue Bond,' to expand its marine protected areas and fisheries sector.

MCQ: With reference to `IFC Masala Bonds', sometimes seen in the news, which of the
statements given below is/are correct? (Asked in UPSC-Pre-2016)
1. The International Finance Corporation, which issues them, is an arm of the World Bank.
2. They are the rupee-denominated bonds and are a source of debt financing for the public
and private sector.
Answer Code: (a) 1 only (b) 2 only (c) Both 1 and 2 (d) Neither1 nor 2

MCQ. Which one of the following is a viable alternative to term-loans for raising debt
finance by large publicly traded firms? (UPSC-IEnggS-2018)
(a) Shares (b) Debentures (c) Asset loans (d) Gold loans

9.3.3 Electoral bonds (चुन वी ब ांड )

 Announce Budget 2017. Only _ _ _ _can issue at present, and in multiples of Rs.1,000,
Rs.10,000, Rs.1,00,000, Rs.10,00,000 and Rs.1,00,00,000. [Notified by Dept. of Economic
Affairs, Finance Ministry.]
 When? For ten days at the start of each quarter. (January, April, July and October).
However, in Lok Sabha election year, can sell for another 30 days.
 Who can buy? Only an Indian _ _ _ _ _ _ or Company registered in India -> deposit
money in a bank account-> use that money to buy Electoral Bond, after giving certain
KYC-documents. So, electoral Bond can’t be bought anonymously or directly with cash.
 Electoral Bonds can be donated only to a political party registered under Representation
of the People Act (RPA), 1951 and which has secured _ _ /> votes polled in last Lok
Sabha or Vidhan Sabha elections.
 Validity? Only _ _ days from the date of purchase. Within that time, buyer must donate,
and political party must deposit in its SBI (current) bank account. No interest payable.
 Characteristics? Paper / Physical format (not DEMAT / electronic format). Bearer
instrument (Donor or Recipient’s name not mentioned), Promissory Note (promises to

Mrunal’s Economy Pill#1C: Securities, SEBI, Sharemarket- Page 62

 transfer money in bank account) and an interest free banking instrument (zero interest
payable to anyone). Can’t sell it to third party, can’t pledge it for loans.
 Benefits? Transparency in political funding, Reducing influence of cash and black money
in election, Confidentiality to donor.

Ignored for poor cost:benefit- Bond Yield, Yield To Maturity, bond yield’s linkages with
monetary policy, exchange rate, gold & crude prices.
9.4 EQUITY INSTRUMENTS (इक्ववटी)
They’re owners / proprietors of the company. If profit, they get dividend. Last claim during
liquidation.
keywords Features
Have voting power in the meetings of shareholders. Last claim during
Ordinary shares
liquidation.
अग्रिमान्य शेयसण. During liquidation, these investors will be given money
Preferential
shares before the ordinary shareholders. Further subtypes: with or without
voting powers.
Shares given @discount to directors & employees for their value
Sweet Equity
addition to company [Amount is regulated under Companies Act]
Shares whose market price remain excessively low compared to its
Penny stocks face value, for a long period. Usually associated with some hidden
game for money laundering through shell companies. PHDNotREQ
Venture capital Professional firms helping startup companies with seed capital. (could
funds (VCF) be debt / equity / hybrid)
Angel Investors Rich person helping startup companies out of his hobby, passion,
profit motive or time pass. e.g Ratan Tata in Urban Ladder app. (could
ऐांजल तिवेशक
be debt / equity / hybrid)
Rajiv Gandhi Equity Savings Scheme= Govt gives income tax benefit
RGESS
to people who invest in the share market for the first time.
Started in 2012
Discontinued by Budget-2017 (instead of renaming after DeenDayal).

MCQ. What does ‘Venture Capital’ mean? (Asked in UPSC-Pre-2014)

(a) A short-term capital provided to industries
(b) A long-term start-up capital provided to new entrepreneurs
(c) Funds provided to industries at times of incurring losses
(d) Funds provided for replacement and renovation of industries

9.5 METHODS OF ISSUING SHARES

Share have printed price on the certificate called Face Value or Par Value (सममल्य). If
they’re sold at higher price than face value, it’s called “Premium Value”.

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  Company hires an underwriter (usually, a merchant bank, investment
bank).
Initial public
offer (IPO)  Underwriter drafts Red Herring Prospectus for SEBI approval.
प्रारां भभक लोग  Then, Underwriter invites application from public & sells them shares
at face value or higher. (unlike T-bill, the shares not sold at discount
तिगणम
on issuance). If less subscription, then underwriter will buy the unsold
securities by himself.
 If company had already issued shares previously, and now again
Follow on
issuing more shares then it is called up FPO.
public offer
(FPO)  Rights issue (अग्रिकार तनर्णम): Company issues more shares but gives

अिस
ु रर्… first right to existing shareholders to buy them, if they refuse then
offered to outsiders.
Other Offer for sale / Private placement /Issuing bonus shares / share splitting /
methods / share swap / share buyback / PE Ratio etc. = NOT IMP. However, to
terms satiate your curiosity you may self-study them from Investopedia.
9.5.1 ADR/GDR: Indian shares in Videshi locker
- An Indian (or any non-American) company wants to mobilize money from American
share market but does not want to go through the process of registration with the
American regulator.
- Then Indian Company gives the Indian shares to an American Bank, and based on those
Indian shares, the American Bank will create and sell American depositary receipts (ADR:
अमरीकी तनपेक्षार्ार रसीद) to American investors. Denomination: USD.
- Global depositary receipt (GDR): Same as above, but when single bank issues receipts
for investors in multiple countries. Denomination: USD or Euro.
- Bharat / Indian depositary receipt (IDR): Similar concept- American (or any foreign)
company wanting to mobilize money from Indian investors. Permitted since 2009-10.
Denomination: INR (Rs.)

9.6 STOCK EXCHANGES / SECONDARY MARKET

Shares are issued through IPO@Primary market. Then, they can be resold at Secondary
market, commonly known as Share market or Stock Exchange.

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 World’s Oldest: Amsterdam Stock exchange (1602) Netherlands.
 Asia’s Oldest: Bombay Stock Exchange (1875)
 India’s stock exchanges chronology: BSE->A’bad->Kolkata->NSE
 Just like Banks have Core Banking Solutions for e-banking, Stock exchanges also have
their electronic platforms for trading. E.g. BOLT (BSE's On-line Trading System) and
NEAT (National Exchange for Automated Trading). They run using internet facility from
VSAT (Very Small Aperture Terminal) Satellite.

9.6.1 DEMAT Account

 If shares and bonds are traded in paper-form, then transactions are slow & prone to the
risk of theft, forgery and fire.
 Depositary is an organization that stores the physical securities in its vault and allows
investors to trade them in electronic (=DEMATERIALIZED) form.
 Customer has to open Demat account in a depository-partner (DP) which can be a bank
or an NBFC.
 SEBI regulates them under the Depositories Act 1996. Notable examples are Central
Depository services Limited (CDSL) and National securities depository Limited (NSDL:
started by SBI, IDBI, UTI, NSE et al). NSDL also has RBI license to operate_ _
9.6.2 Types of Investors: Depending on Buying Capacity
1. Qualified Institutional Buyers (QIB): Are those investors with expertise and financial
muscle to make large investments in capital markets. E.g. Mutual Funds, Insurance
Company, Foreign Venture Capital Funds etc. SEBI has separate registration norms for
them.
2. Anchor investors: They’re QIBs who are offered shares before IPO-launch. This gives
confidence to other investors to subscribe IPO.
3. Retail investor: An individual investor who is not a QIB.
Underwriter will keep quota for each category of investors, as per SEBI norms.
9.6.3 Types of Investors: Depending on Buying Behavior
1. Jobbers (आढ़िी): Full time engaged in buying / selling securities using money from their
own pockets. (Whereas brokers / commission agents buy/sell using money/shares of
their clients).
2. STAG (Male Deer): He buys newly issued securities from primary market & sells them
in secondary market for quick profit.
3. Bull (िेजड़िय ): Optimistic speculator who hopes share prices will rise, so purchases (to
sell them later at much higher price). Just like a bull tends to throw his victim up in the
air, the bull speculator stimulates the price to rise.
4. Bear (मांदड़िय ) – A pessimistic speculator who fears prices will fall so, he sells. A bear
usually presses its victim down to ground. Similarly, the bear speculator tends to force
down the prices of securities.

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 Further subtypes with various animal / bird names can be found on
Investopedia but with poor cost : benefit in exam.
9.6.4 Notable Indexes
● SENSEX?: Sensitive Index/ सूंवेदी सचकाूंक. It’s the weighted average of Free Float
Market Capitalization (FFMC) of _ _ companies, selected by BSE’s “Index Cell”.
● NIFTY? NSE index of 50 companies. Nikkei? Tokyo Stock Exchange index of 225
companies.
SENSEX – when does it go up Goes down
RBI’s soft /easy monetary policy -> cheap Tight monetary policy
loan & credit cards -> consumers to spend
more -> more profit to company-> more
dividend –investor thinks “better I buy more
shares to get more dividend”: Bullish
Peace, Economic boom / prosperity, War, recession, political instability->
Political Stability Bearish market.
When govt. hikes foreign investment limits Inverse.
Merger-Acquisition, new product launches, CEO/MD arrest/FIR, Courts slapping fine,
Environmental permissions for new factory media exposing scandal…
MCQ. In the parlance of financial investment, ‘Bear’ denotes [UPSC-CDS-2012]
(a) an investor, who feels that the price of a particular security is going to fall.
(b) an investor, who expects the price of a particular share to rise.
(c) a shareholder, who has an interest in a company, financially or otherwise.
(d) any lender, whether by making a loan or buying a bond.

MCQ. Which of the following statements is/ are correct? [UPSC-CDS-2012-I]

1. NIFTY is based upon 50 firms in India.
2. NIFTY is governed and regulated by the Reserve Bank of India.
3. NIFTY does not trade in mutual funds.
Answer Codes: (a) Only 1 (b) Only 2 (c) Only 3 (d) 1 and 3

9.7 _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ (SEBI)
 भारतीय प्रधतभूधत और धवधनमय बोर्ध, HQ- Mumbai
 (1988) Formed by executive order -> (1992) Became Statutory Body -> powers
increased through amendments in 1999 & 2014. Now it can order search and seizure,
attachment of properties, arrest and detention.
 SEBI Board Composition: Chairman + 1 officer from RBI + 2 officers from Union
Government + 5 members appointed by Union Government.
 Chairman: upto 5 years / 65 age. Reappointment possible. _ _ _ _ _ _ _ _ _(IAS) initially
given 3 years term in 2017, could be extended in future.
 Regulates Process of issuing securities (Bonds, Shares, IPO, EPF, ReIT, INVITs, etc.)
using the Securities Contracts Regulation Act, 1956 [SCRA: प्रमतभूमत संमवदा मवमनयिन]
 Regulates Places (Depositories, Stock exchanges, Commodity Exchanges etc.)
 Regulates Persons (individual investors, Brokers, Fund Managers, Public Limited
companies etc.)
 Regulates any Collective Investment Scheme (CIS) of ₹_ _ _ _ cr/> [In the aftermath of
SAHARA scam, Chit Fund scams.]

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 Further appeal: _ _ _ _ _ _ _ _ _ _ _ _ _ _ (SAT)->Supreme Court. Same SAT also hears
appeals against the orders passed by Insurance Regulatory Development Authority of
India (IRDAI) and Pension Fund Regulatory and Development Authority (PFRDA).
 “SCORES” online portal for complaint. Financial literacy of investors.
SEBI has to protect the investors & increase their participation because:
 Share market scams erode publics’ hard-earned savings -> alcoholism, depression,
suicide and other social ills.
 Duped investors will shy away from share market & they may invest in gold / real estate =
not very beneficial to economy.
 If households don’t participate in capital market- then corporate companies will have to
approach the banks to get more loans. But banks’ lending capacity is limited by CRR,
SLR, PSL, NPA, PCA= bottleneck in factory expansion, job creation, and economic
growth.

9.7.1 SEBI Reforms

 Harshad Mehta (1992), Ketan Parekh (2001) arranged money from banks, used it for
rigging the share prices & make windfall gains during bull-runs by other investors. Once
the prices crashed, small investors suffered. To prevent such scams, SEBI introduced _ _
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ System, wherein if fluctuation in the share prices is more
than “x%” then stock exchange will have to stop trading for “y minutes / hrs”.
 Badla System/Carry forward system: It’s buying of shares using borrowed money and
making promises & carrying forward the settlement for upto 72 days. This helped
scamsters so SEBI discontinued it (2001) & introduced (T+2) rolling settlement system
i.e. after trade is conducted, the parties must settle it within two working days (= buyer
pays money, seller gives shares/bonds/securities).
 Rupal Panchal (2005) opened multiple fake DEMAT accounts to increase the chances of
getting share allocations in IPO. Then she’d sell such shares in stock-exchange for higher
prices. Subsequently, SEBI made PAN Card (issued by Income Tax Dept) compulsory for
opening DEMAT Accounts. SEBI also introduced ASBA (_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _ _ )- it allows the underwriter to block the amount in IPO-investor-
applicant’s bank account, but only IF shares allotted to the applicant, his bank money will
be deducted. ASBA-Benefits:
- (1) only serious investors with sufficient bank balance can apply.
- (2) investor continues to earn bank interest on his blocked amount until the
process of IPO-share allotment is over.
 Dabba Trading / Bucketing / Box Trading: While share trade occurs at stock exchange
linked with DEMAT accounts, the Dabba Trades occur in the unofficial books/ledgers of a
broker. He may or may not execute those orders in actual DEMAT account. Investor
prone to scam, govt deprived of taxes hence SEBI declared it illegal.
 Insider Trading: Whenever company launches new products, wins unique patents, or
undergoes merger and acquisition- its share prices will increase. If a person associated
with company uses such confidential information for buying/selling shares to make
windfall gains. Such insider trading is illegal.
 _ _ _ _ _ _ Trading (भेददया लेनदे न): Some large brokers / companies use algorithmic
trading computer programmes to automatically buy / sell securities at a speed and
frequency that is impossible for a human trader. This can be misused for manipulating
the share prices. Therefore, SEBI issued technical measures e.g. a single broker /
investor can’t place more than 100 online orders per second.

Mrunal’s Economy Pill#1C: Securities, SEBI, Sharemarket- Page 67

9.7.2 Commodity Market, FMC, SEBI merger
 A commodity market / exchange (वस्िु बाजार) is a place where buyers and sellers trade
goods in bulk such as food grains, precious metals or energy resources (oil / gas)
 “Commodity Futures”: Type of contract for future delivery and settlement of
commodity e.g. “on 1/1/2019, I shall deliver you 500 quintals of wheat at X price”.
 Commodity exchanges were under a statutory regulator _ _ _ _ _ _ _ _ _ _ _ _ _ (FMC)
under the ministry of Consumer Affairs and Public Distribution. But Jignesh Shah
generated fake receipts without any commodities in the warehouses & traded at NSEL-
commodity exchange. FMC failed to prevent scam-it was transferred to Finance Ministry
and ultimately merged with SEBI (2015).

9.7.3 Misc Bodies

- Financial Stability & Development Council (मवत्तीय मथथरता और मवकास
िररषद.) Chairman – Finance Minister. Other members – 1. RBI
Governor 2. SEBI chief 3. IRDAI chief 4. PFRDA chief.
FSDC
- Functions? Supervision of the economy, large financial conglomerates,
(2010)
coordination among the financial regulators, financial literacy and
financial inclusion.
- Secretariat assistance by: Dept. of _ _ _ _ _ _ _ _ _ _
- Financial Stability Board (ववत्तीय स्थिरता बोर्ड) is a brainchild of G20.
FSB (2009) - Function? Financial monitoring at global level., Coordination between
HQ: BASEL national financial regulators bodies.
- India has 3 seats in FSB: 1) Secretary of Department of Economic
Affairs (IAS) 2) Dy. Governor of RBI 3) SEBI chairman
FATF - Financial Action Task Force (मवत्तीय कारण वाई कायणदल) is a brainchild of G7,
(1989) with HQ@_ _ _ _ _ . India became member in 2010.
HQ: _ _ _ - Function? Combating Money laundering and terror finance.
MCQ. With reference to 'Financial Stability and Development Council', find correct
statement(s): (Asked in UPSC-Pre-2016)
1. It is an organ of NITI Aayog.
2. It is headed by the Union Finance Minister
3. It monitors macro-prudential supervision of the economy.
Answer Codes: (a) 1 and 2 only (b) 3 only (c) 2 and 3 only (d) 1, 2 and 3

9.8 INVESTMENT FUNDS

9.8.1 Mutual fund (MF: म्यच्
ू यअ
ू ल फण्ड ) for aam-aadmi
 is an Asset Management Companies (AMC-NBFC) that pools savings of (retail) investors
and gives them “Units”. MF Manager then parks the money in securities & builds his
‘portfolio’.
 Whatever dividend/ interest is generated from the portfolio, is distribute among investors
in the proportion of their units.
 Investor has to pay Entry Load = fees for joining, Exit Load = Fees while quitting. SEBI
regulates these fees.
 Due to the low deposit rates in banks, people invested money in mutual funds however
post-IL&FS crisis, charm declining because Mutual Funds are subject to such market
risks.

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9.8.2 Hedge Fund (हे ज फण्ड) for rich-aadmi
 Special type of Mutual Fund meant for HNI (High Net Worth Individual) who want high
risk high return. SEBI norms: Minimum investment per person is ₹1 crore.
 Hedge Fund manager will invest their money in Junk Bonds, Risky assets; he’ll do risky
trading activities such as Arbitrage, Leverage, Short Selling etc. to generate maximum
return. (how is that done in real life = UPSC-CSE not for recruitment of HF managers.)

9.8.3 REITs / InvITs: for rich-aadmi

REITs: (Real estate investment InvITs: infrastructure investment
trusts)- (भ-ू भवन संपवत्त ननवेश न्यास ) trusts-(अधिसंरचना ननवेश न्यास )
Who can HNI / institutions: Min. ₹2 lakh ₹10 lakh.
invest? investment per application
Manager in real estate projects that are In airport, highway, thermal plants,
parks the about to complete. He’ll earn gas grid etc. He’ll earn from toll
money in? income from rent / sale. collection at highways, services
fees at airports etc.
Example Blackstone-Embassy group IRB, india-grid
Benefits of REITs and InvITs-
- Stressed developer gets new finance to finish the project while HNI gets new opportunity
to invest his money, and he may also sell the units to third party via stock exchange.
- SEBI permitted these instruments in 2014. Later SEBI relaxed technical norms related to
capital, leverage, issue size but they are not important for us.

9.8.4 CPSE-ETF: Exchange Traded Funds

- Disinvestment (ववतनवेश): government sells it shares from Central Public Sector
Enterprises (CPSE: कें द्रीय सावधजधनक क्षेत्र के उद्यम) but does not reduce its shareholding
below 51%. If Govt’s shareholding reduced below 51%, then it is called Privatization
(ननजीकरण).
- 2014: Government wanted to disinvest 10 CPSE. If govt tried to sell the shares individual
company-wise, it would be more time consuming, and govt may not get good prices for
each company.

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- So, the CPSE-shares were given to fund manager Goldman Sachs - who created new
securities out of it, called “Exchange Traded Funds”, and made a “New Fund Offer
(NFO)” to the public to subscribe to these securities at Rs.10 per unit.
- If an investor holds the ETF- he will get returns from the dividend generated by those
CPSE-companies in the backend. If he can also sell these ETF to a third party via stock
exchange, hence are called Exchange Traded Funds.
- BHARAT-22: Same ETF funda, Govt wanted to disinvest shares from 22 companies
including CPSE, PSBs and UTI using ICICI Prudential as fund manager (2017-18).
However, PSB-NPA problem = poor dividends = BHARAT-22 not giving good returns, so,
investors response was lukewarm.
- Gold-ETF: Investors give money-> manager buys gold for safekeeping and trades it
depending on price movements-> returns are divided among the unit-holders. In
between, the investor may sell his Gold-ETF to third party via Stock Exchange therefore
they’re also Exchange Traded Fund.
9.8.5 Alternative investment funds (AIF)
It’s a technical classification under SEBI norms:
- AIF Category I: They generate _ _ _ _ _ _ spillover effects on the economy. Example:
Venture Capital Funds, Angel investors fund, SME Funds, social venture fund,
Infrastructure funds. SEBI norms are easy on them.
- AIF Category II: Neither in Cat-1 nor in Cat-2 E.g. Private Equity or debt fund.
- AIF Category III: They undertake excessive risk to generate high returns in short period
of time. E.g. _ _ _ _ Funds. SEBI norms are stricter on them, else they may destabilize the
capital market.
9.9 FORWARD / FUTURE CONTRACTS & CALL / PUT OPTION
- A Forward / Future contract is a customized contract between two parties where
settlement takes on a future date at a price/quantity agreed upon today. E.g. on 1/1/2019
I shall sell you 100 nos. of Infosys shares at ₹1000 each.
- In such contracts, there is risk of other party not honoring commitment if he’s getting
better deal elsewhere in the future. So, to protecting (=hedging) themselves, they may
buy “Option” from a third party by paying fees.
- Option is a type of insurance for executing the forward/future contract in a manner
beneficial to them e.g. I’ll sell you for ₹1000 on X date, & you must buy, but if I’m getting
another buyer who is willing to pay ₹1500 then I may not sell you & you can’t compel me.
Such ‘insurance options’ are further subdivided into Call Option and Put Option, their
internal difference not imp. for UPSC.
MCQ. Which one of the following terms is used in Economics to denote a technique for
avoiding a risk by making a counteracting transaction? [UPSC-CDS-2016-I]
(a) dumping (b) Hedging (c) Discounting (d) Deflating

9.10 DERIVATIVES & SWAPS

 A derivative is a contract whose value is derived from the value of another underlying
asset which could be a share, bond, commodity or currency. They’re usually generated
by the process of ‘securitization’. E.g. NHB taking loan papers from banks, using them to
generate new Mortgage Backed Securities.

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  SWAP: is derivative instrument to swap one financial asset with another financial asset
(usually) to reduce the risk e.g. Currency Swap Agreement between two countries to
protect themselves against dollar volatility (more in Pillar#3).
 Similarly, there are Credit Default Swap agreement against the risk of default,
Interest swap agreement to protect against volatility int interest rates. But their
mechanisms NOT IMP.
9.10.1 Participatory notes (P-Notes: पार्टण भसपेटरी िोट्स)

- A foreigner wishes to invest in India but does not want to go through the hassles of
registering with SEBI, getting PAN card number, opening a DEMAT account etc. So, he
will approach a SEBI registered foreign institutional investor (FII) such as Morgan
Stanley, Citigroup or Goldman Sachs. He’ll pay them & instruct them to purchase
particular shares and bonds and store them in their Demat account. Then FII will give him
P-Notes, and he’ll receive interest and dividend accordingly. He may also sell those P-
notes to a third party.
- P-Notes are _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ that derive the value from the underlying
Indian shares and bonds.
P-Notes considered harmful to Indian economy because:
- P-note investors are not directly registered with SEBI, the identity of the actual investor
and source of funds remain disguised= chances of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ _ _ _
________
- If P-Note owner sells his P-Notes to another foreign investor, Government of India will be
deprived of taxes. (Compared to a scenario where Indian share owner is selling his
shares to another Indian investor, then government gets securities transaction tax and
capital gains tax on his profit, & he can’t dodge it because DEMAT accounts linked with _
_ _ _ card. More on PAN card@Pillar#2->BlackMoney)
- Therefore, SEBI is tightening the control P-Notes e.g. “X” category of FIIs can’t issue P-
Notes. “Y” category of FII can issue P-Notes but every time they issue P-notes-they’ll
have to deposit $1,000 to SEBI etc.

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9.11 COMPANY TYPES
9.11.1 Company types based on incorporation
Chartered Setup by a charter given by a king / queen. E.g. East India
Companies Company in _ _ _ _ _ . चार्ड र्ड कंपननया
Statutory Setup by by Special Acts of Parliament or Vidhan Sabha. E.g. RBI,
Companies LIC, SBI. वैिाननक कंपननया
Registered Registered under The Companies Act, 1956 (and later 2013) e.g.
Companies Tata Motors, Infosys. पंजीकृत कंपननया
9.11.2 Company types based on Ownership
Holding Company / तनयांत्रक कांपनी Subsidiary Company / तनयांत्रत्रि कांपनी
A company that owns majority shares in A company that is controlled by a parent
another company. E.g. Tata Sons ltd. holds Holding Company. E.g TCS, Tata Steel,
majority shares of Tata Consultancy Tata Sky are subsidiary companies of Tata
Services (TSC), Tata Steel, Tata Sky etc Sons.
Government / Public Sector / स ववजतनक Private Sector / तनजी क्षेत्र की
When Government owns 51%/> shares. When private parties own 51%>. E.g.
Examples: Steel Authority of India (SAIL), Reliance, Adani, Tata
India Post Payment Bank (IPPB)
9.11.3 Company types based on number of members
Private ltd. Public Limited Company (Companies Act 2013)
Members Min. 2 to Min. 7 to Max. unlimited number (depending on how many
Max. 200 people buy shares)
Can’t  A public ltd. company can invite public to subscribe to
its shares and bonds.
 If their shares are listed on a stock exchange (BSE,
NSE etc), it’s a ‘Listed Public Limited Company’ (e.g.
Reliance), else it’s an ‘Unlisted Public Limited
Company’ (e.g. _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ : IPPB)
Min. ₹1 lakh ₹5 lakhs (अग्रिकृि पज ूं ी). It’s the amount of shares the
authorized
company can issue.
capital
Min. Paid up ₹0 ₹0 (दे य पज
ूं ी). The amount of money a company has
Capital actually received from the selling of shares.
Directors 2-15 - Min 3 to Max 15. out of them one must be Indian
(Min-Max) Resident, 1 must be Woman and 1/3rd of the directors
must be independent directors.
- Independent directors are persons without any
pecuniary interest in company, they protect minority
shareholders’ interests.
Term limit N/A Their directors have age limit, term limit.
Corporate Norms Companies Act requires them
Governance either not  to hold specific number of annual meetings of board of
Norms applicable directors, norms for quorum, mechanism for e-voting,
or relaxed.  have to appoint Company Secretary,

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 Private ltd. Public Limited Company (Companies Act 2013)
UPSC-  Implement mechanism for protecting whistleblowers
CSE≠CA And so on…
9.11.4 Company Types: Misc.
Under  One Person Company: special type of private ltd company having
Companies only one member.
Act  Not for Profit Company: e.g. GSTN, NPCi etc. their profit is re-
invested in business expansion. They get certain tax benefits.
 Dormant Companies: A) setup to start business in future B) setup
to store intellectual property C) not filled annual returns for two
consecutive years.
Under LLP  Limited Liability Partnership (LLP) Company is formed by minimum
Act 2008 2 or more partners.
सीममि दे यिा  Individual partners are shielded from joint liability created by
another partner's wrongful business decisions or misconduct. E.g.
भार्ीदारी
Vajiram and Ravi IAS Study Centre LLP
अग्रितनयम  LLP’s registration fees, auditing/reporting norms, tax liabilities,
winding up process etc. are more flexible than a (public or pvt) ltd.
company registered under Companies Act.
Under Indian  A Partnership firm is formed by minimum 2 or more partners.
Partnership  Each partner is liable jointly with all the other partners for losses,
Act 1932 wrongful biz. decisions and misconduct.

9.12 STATUTORY BODIES UNDER MINISTRY OF CORPORATE AFFAIRS (MCA)

9.12.1 Competition Commission of India (भारतीय प्रधतस्पर्ाध आयोग)

 Competition among companies= consumer gets goods and services at the most
competitive / affordable prices.
 Therefore, government must prevent cartelization (price fixing or production fixing by
Companies), prevent monopoly (single company commanding the production / supply),
protect consumers’ interests and ensure freedom of trade.
 1970: Monopolies and Restrictive Trade Practices (MRTP) Act. Later replaced with
Competition Act, 2002- which has a statutory regulator Competition Commission of India
(CCI: 1 Chairman + 6 Members)

9.12.2 Insolvency and Bankruptcy Board of India (IBBI)

This too is a statutory body under the Ministry of Corporate Affairs (MCA). Read previous
handout for more on I&B Code.

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 Table 2: Statutory Bodies under Companies Act 2013

Features National Company National Investor and SFIO (Serious

Law Tribunal Financial Education Fraud
(NCLT) Reporting Protection Fund Investigation
Authority (NFRA) Office)
राष्ट्रीय कम्पनी धवधर् राष्ट्रीय धवत्तीय धनवेशक एवं धशक्षा गंभीर र्ोखार्र्ी
अधर्करण प्रधतवेदन प्राधर्करण रक्षण कोष अन्वेषण कायाधलय
Members Judicial + technical Chairman + 3 full Boss: Corp. Civil servants &
time + 9 part time. Affairs Secretary financial experts
3 yr/65, 1-time (IAS). Plus,
reappointment. members from
selected by RBI, SEBI,
Cabinet Secy. financial experts
(IAS) committee.
Appeal NCLAT (Appellate NFRAA (Appellate Not applicable Regular Courts
tribunal) Authority)
Cases Hear the cases Sets standards for They use Investigate white-
related to Auditors & unclaimed collar (financial)
Companies Act, Chartered money from frauds. Powers to
Board room battles, Accounts (CA), in shares/bonds for search, seize,
Merger-Acquisition, listed companies financial literacy arrest.
Corporate and large unlisted and awareness Once SFIO gets
Insolvency & companies. If case, other
Bankruptcy (I&B) malpractices-> agencies (like
investigate and CBI) can’t
Debarr them, proceed.
Powers of civil
court.

9.12.3 MCA also associated with:

Chartered Regulates the CA profession through a
Accountants Act 1949 Statutory body: Institute of Chartered Accountants of India
(ICAI). ICAI also has IPA status under I&B Code.
Company Secretaries Statutory Body: Institute of Company Secretaries of India (ICSI).
Act, 1980 Also has IPA status.
Cost and Works Statutory Body: Institute of Cost Accountants of India (ICAI). Also
Accountants Act, 1959 has IPA status.
Legislative  Companies Act 1956-> 2013.
Responsibilities of  Limited Liability Partnership Act
MCA  Partnership Act
 Societies Registration Act, 1860: for registration of literary,
scientific and charitable societies.
E-governance  INC-29 online form to registration of new company.
initiatives of MCA  MCA-21 portal, where companies can file online
documents related to Companies Act compliance.

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9.13 CORPORATE GOVERNANCE (कॉपोरे र् शासन)
It is a way of directing the company to protect the interest of all stakeholders, and ensure
three types of compliance:
Compliance Example(s)
 Company obtaining Legal Entity Identifier (LEI) number as
mandated by RBI.
Legal-Regulatory  Company setting up ‘Internal Complaints Committee’ as
mandated by Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 / “POSH Act”
- Companies keeping balance sheets as per the Ind-AS
accounting standards.
Technical
- Automobile company producing car engines as per BHARAT-
Stage emission norms.
Gillette scrapping the ad-contract with cricketer Hardik Pandya for
Moral-Ethical
his sexist comments against women on Koffee with Karan Show.
 Absence of Corporate Governance leads to fraud, embezzlement (ग़बन), erosion of
investors’ confidence. E.g. Satyam Computer Scandal (Chairman Ramalinga Raju
manipulated account books), Boardroom battles at Tata Group (Cyrus Mistry vs Ratan
Tata) and Infosys Group (Narayana Murthy vs Vishal Sikka), ICICI (Boss Chanda Kochhar
gave ₹3000 crore loan to Videocon company without due-diligence, which turned NPA.)
 Therefore, Companies Act 2013 mandates companies to impose term limits on directors,
appoint independent directors, one person can’t become director in more than “X”
number of companies, one CA can’t audit more than “Y” number of companies,
companies have to setup whistleblower protection mechanism, Company can’t give loan
to its directors and so forth.
 Notable Committees for improving corporate governance in India: Kumar Mangalam Birla
(1999), Narayana Murthy (2003), Adi Godrej (2012), Uday Kotak (2017).
 Further, SEBI too can issue directives to Public Limited Companies in the interest of
investors, beyond what is required in Companies Act. Such as…

SEBI implemented Uday Kotak committee’s suggestions From 2019-Apr From 2020-Apr
Split CEO/MD and Chairman. One person can’t occupy N/A Top 500 listed
both positions in his company (e.g. Gautam Adani) cos.
Companies Act requires min.3 directors in Public Listed Top-1000 listed Top-2000 listed
company, but SEBI mandated to have min. 6 directors cos cos
Companies Act doesn’t prescribe gender of independent Top 500 listed Top 1,000
director but SEBI mandated atleast one independent cos. listed cos.
woman director.
one person can serve as director in how many 8 7
companies? (Companies Act: Max.10), but SEBI required

SEBI also tightened norms related to salaries to directors, ‘related party transactions’
(meaning not important but the fact that term associated with corporate governance /
companies act).

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9.13.1 Corporate Social Responsibility (कॉपोरे ट स म क्जक क्जम्मेद री)
⇒ Mandated under Companies Act 2013: Last 3 years' avg. profit=> spend 2% of that on
CSR (education, environment, public health, sanitation, disaster management etc.)
⇒ Applicable on both public ltd and private ltd. with very huge profit / turnover / networth
(what’s the difference between these terms, what’s the exact figure? Ans. UPSC is not
Chartered Account exam.)
⇒ Ministry of Corporate Affairs (MCA) gives National CSR Awards to companies.

9.14 MOCK QUESTIONS FOR MAINS (GSM3/250 WORDS EACH)

1. "Just as good governance is necessary for vibrant Indian democracy, corporate
governance is necessary for vibrant Indian economy." elaborate. "मजस प्रकार जीवंत भारतीय
लोकतंत्र के मलए सुशासन आवश्यक है, उसी प्रकार जीवंत भारतीय अथणव्यवथथा के मलए कॉिोरे ट शासन
आवश्यक है।" मवथतृत कीमजए।
2. Discuss the significance of deepening the capital market to resolve the Twin Balance
sheet Syndrome (TBS) in Indian Economy. भारतीय अथणव्यवथथा िें दोहरे तुलन ित्र की चुनौती को
हल करने के मलए िूंजी बाजार को गहरा करने के िहत्व िर चचाण करें ।
3. Why are Indian financial regulators apprehensive about (1) P-Notes (2)
Cryptocurrencies? भारतीय मवत्तीय मनयािक (1) िी-नोट्स (2) क्रिप्टोकरें सी के बारे िें आशंक्रकत क्यों हैं?
4. Craze for gold in Indians have led to a surge in import of gold in recent years and put
pressure on balance of payments and external value of rupee. In view of this, examine
the merits of Sovereign Gold Bond Scheme and Inflation Indexed Bonds (IIB). भारतीयों िें
सोने के मलए सनक के चलते हाल के वषों िें सोने के आयात िें वृमि और भुगतान के संतल
ु न और रुिये के बाहरी
िूपय िर दबाव बढ़ा है। इसे देखते हुए, संप्रभु थवर्ण बॉन्ड थकीि और िुद्राथफीमत सूचकांक्रकत बांड की खूमबयों
की जांच करें ।संतुलन और रुिये के बाहरी िूपय िर दबाव डाला है। इसे देखते हुए, संप्रभु थवर्ण बॉन्ड थकीि
और िुद्राथफीमत सूचकांक्रकत बांड की खूमबयों की जांच करें ।

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