SEBI Guidelines | Fresh capital Share | Primary & secondary markets


SEBI advises certain guidelines in issue of fresh share capital, first issue by new companies in Primary Market and functioning of secondary markets in order to maintain quality standards. A few such guidelines and objectives of the Securities and Exchange Board of India (SEBI) are discussed here.

SEBI Guidelines for issue of fresh share capital

  1. All applications should be submitted to SEBI in the prescribed form.
  2. Applications should be accompanied by true copies of industrial license.
  3. Cost of the project should be furnished with scheme of finance.
  4. Company should have the shares issued to the public and listed in one or more recognized stock exchanges.
  5. Where the issue of equity share capital involves offer for subscription by the public for the first time, the value of equity capital, subscribed capital privately held by promoters, and their friends shall be not less than 15% of the total issued equity capital.
  6. An equity-preference ratio of 3:1 is allowed.
  7. Capital cost of the projects should be as per the standard set with a reasonable debt-equity ratio.
  8. New company cannot issue shares at a premium. The dividend on preference shares should be within the prescribed list.
  9. All the details of the underwriting agreement.
  10. Allotment of shares to NRIs is not allowed without the approval of RBI.
  11. Details of any firm allotment in favor of any financial institutions.
  12. Declaration by secretary or director of the company.

SEBI Guidelines for first issue by new companies in Primary Market:

  1. A new company which has not completed 12 months of commercial operations will not be allowed to issue shares at a premium.
  2. If an existing company with a 5-year track record of consistent profitability, is promoting a new company, then it is allowed to price its issue.
  3. A draft of the prospectus has to be given to the SEBI before public issue.
  4. The shares of the new companies have to be listed either with OTCEI or any other stock exchange.

SEBI guidelines for Secondary market

  1. All the companies entering the capital market should give a statement regarding fund utilization of previous issue.
  2. Brokers are to satisfy capital adequacy norms so that the member firms maintain adequate capital in relation to outstanding positions.
  3. The stock exchange authorities have to alter their bye-laws with regard to capital adequacy norms.
  4. All the brokers should submit with SEBI their audited accounts.
  5. The brokers must also disclose clearly the transaction price of securities and the commission earned by them. This will bring transparency and accountability for the brokers.
  6. The brokers should issue within 24 hours of the transaction contract notes to the clients.
  7. The brokers must clearly mention their accounts details of funds belonging to clients and that of their own.
  8. Margin money on certain securities has to be paid by claims so that speculative investments are prevented.
  9. Market makers are introduced for certain scrips by which brokers become responsible for the supply and demand of the securities and the price of the securities is maintained.
  10. A broker cannot underwrite more than 5% of the public issue.
  11. All transactions in the market must be reported within 24 hours to SEBI.
  12. The brokers of Bombay and Calcutta must have a capital adequacy of Rs. 5 lakhs and for Delhi and Ahmadabad it is Rs. 2 lakhs.
  13. Members who are brokers have to pay security deposit and this is fixed by SEBI.

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