CASE-JVRS Limited : JVRS Ltd., an Indian Public Limited Company, is listed on BSE. The company was incorporated in 1991 and is leading manufacturer and marketer of dairy based branded foods in India. The company at the b

CS Executive · Capital Market and Securities Laws · PYQS · December 2023
CASE-JVRS Limited : JVRS Ltd., an Indian Public Limited Company, is listed on BSE. The company was incorporated in 1991 and is leading manufacturer and marketer of dairy based branded foods in India. The company at the beginning focussing on only collection and distribution of milk. The company later on expanded its business and gained a reasonable market and company started offering diverse range of dairy based products which included fresh milk, ice cream, butter, mild cheese, ghee, milk powder etc. The company decided to raise the fund through offer for subscription of ₹ 10 crore and through prospectus of ₹ 5 crore in order to diversify the business. Mr. J, one of the shareholder having 200 shares of the company had applied for rematerialisation of shares on January 12, 2023, which he bought through screen based trading. J wanted to trade the 200 shares on January 15, 2023 but he was unable to do so. The bonus shares were issued by the company on January 05, 2023. Mr. J has opened another Demat account on January 13, 2023. Mr. V, one of the directors of the company, has felt that the market price of the share was steadily rising and is planning to take over another similar company. Due to this fact he knew that the share price of the company would increase after the announcement of takeover. Mr. V called one of his friends Mr. C and asked him to invest ₹ 2 crores in the shares of the company and promised that he will have surely capital gain. The share price went up and he earned profit of ₹ 50 lakh and it was shared equally with Mr. V. On regular inspection and by conducting enquiries of the brokers involved, the Securities and Exchange Board of India was able to detect this irregularity and imposed maximum penalty on Mr. V. The company in 2023 diversified its business in share trading and hired Mr. R as an account executive and was participating along with other new brokers in a company training program, the objectives of which were to familiarise the participants with the procedures of the brokerage house, developing skills of share trading and provide an introduction to investment analysis and Management. Before joining the firm, he was engaged in brokerage services. He graduated from a reputed University in India in Sociology and History and has not studied any business course due to lack of business background. Mr. R was interested in the investment training sessions. At the first meeting on investment analysis and management, the session leaders dealt with the importance of diversification and connoted that investors should make informed decision before investing in the shares of the company. He opined that the account executive dealt with entirely too much time on accounting treatment of individual securities. Mr. R was able to grasp the general points brought out in the initial session but he realised that there are lot of the things left which he has to learn in detail. The session leader has used many unfamiliar terms like beta, different types of risks, coefficient of correlation. At the end of the particular lecture, Mr. R asked the instructor to provide some material to learn the terminology. The instructor has given him reading material as well as short exercise and examples to familiarise him with the concept of risk-return and later on the instructor provided some cases based reading material related to investment management issues. The instructor has given the detailed material of BSE-SENSEX and NSE-NIFTY. The analysis of the stock prices of BSE and NSE was also provided to him in order to calculate the volatility both absolutely and relative to market. During the training session, the participants examined historical risk and return information and interrelationships between assets available in the equity market. Read the case carefully and answer the following questions : What do you mean by 'Screen based trading'? When was it started? How fund raising from offer for subscription is different from prospectus? How the two securities market mentioned in the case are different from each other? Elaborate.

Answer & Explanation:

Screen based trading: It is a form of trading that uses modern telecommunication and computer technology to combine information transmission with trading in financial markets. Investors, who are desirous of buying securities, purchase them through registered broker/sub-broker of the stock exchange. Screen based trading has started since 1995. Offer for subscription to securities to the public is a public offer. All public offers must be made through prospectus. Prospectus is the offer documents that is filed with the regulators like SEBI, RoC and stock exchanges when the company goes for a public issue. Difference between two securities market i.e. Primary and Secondary Market Primary market is the market place for issuing fresh securities and the secondary market is the market place for trading already issued securities. Primary market is to raise fund whereas secondary market is for buying, selling, or dealing in already issued securities. Primary market includes issuance of new securities through Initial Public Offer (IPO) whereas secondary market includes the further trading of securities already offered to the public. The primary market is also known as new issue market / IPO Market and secondary market is known as After issue market. In primary market investors can purchase securities directly from the Company and in secondary market purchase and sale of securities is done by the investors among themselves. Primary market provides funds to new and old companies for their expansion and diversification whereas secondary market does not provide funding to companies. The parties to transactions are Company and Investors in primary market whereas Investors among themselves are parties in secondary market. Major Intermediaries in primary market is underwriter whereas in secondary market, Brokers are major intermediaries. In primary market, price is provided in the offer document/red herring prospectus whereas in secondary market price fluctuates i.e. depends on demand and supply forces. Fund gained from primary market becomes the capital of the company whereas Fund received from secondary market becomes income of investors.

Topics: Securities Market & Capital Raising

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