IPO

PREFACE
As the part of BBA and in order of gain some practical knowledge in the
management studies we were given a project report on the field of ” THE
PROJECT REPORT ON IPO “. The basic objectives of this project report is to get
knowledge in different forms of financial management.

This report includes various concepts effects and implications. It provides the
financial statement of Export and Import bank of India and how they deal with the
shares and investment issue.

Doing this project report helped to enhance our knowledge regarding the attitude
of investors and investment. The volume of sales and the competition in the market
related to our concepts and topics. Through this report we come to know about the
importance of time management, team work and deviation towards work.

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DECLARATION
I SONALI CHHATTANI, the student of BBA VIth Sem in GOVT. GIRLS PG
COLLAGE OF EXCELLANCE, SAGAR would like to declare that the
dissertation entitled THE PROJECT REPORT ON IPO submitted by me in partial
fulfillment of the requirement for the award of the Degree of BBA in 2017-2018 is
my original work.

Place:

Date:

Signature of the candidate

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CERTIFICATE
This is to certify that the dissertation entitled THE PROJECT REPORT ON IPO is
a bonafide record of independent research work done by SONALI CHHATTANI (
ROLL NO.: BBA/15/20) under my supervision and submitted to GOVT. GIRLS
PG COLLAGE OF EXCELLENCE in partial fulfillment for the award of the
Degree of BACHELORS IN BUSINESS ADMINISTRATION IN 2017-2018.

SIGNATURE OF GUIDE SIGNATURE

OF STUDENT

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ACKNOWLEDGEMENT
I would like to express my special thanks of gratitude to my guide MR. ROHIT
SAINI as well as our head of department MR. ANAND TIWARI who gave me the
golden opportunity to do this wonderful project on the topic THE PROJECT
REPORT ON IPO., which also helped me in doing a lot of research and I came to
know about so many new things. I am really thankful to them. I wish to show my
special gratitude to our principal Dr. A.K. Pateriya without whom this work was
incomplete.

Secondly this research was partially supported by the institution. We thank our
colleagues who provided insight and expertise that greatly assisted the research,
although they may not agree with all of the contusions of this paper.

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CONTENT
POINTS PAGE NO.

INTRODUCTION 6
WHAT IS AN IPO? 7,8
PRIMARY AND SECONDARY MARKETS 9
DOCUMENTS REQUIRED 10

PRINCIPAL STEPS IN AN IPO 11,12

BENEFITS OF INVESTMENT IN SHARES 13
WHY GO PUBLIC? 14
POTENTIAL INVESTORS 15,16
ADVANTAGES & DISADVANTAGES 17-19
DRAWBACKS 20
PARAMETERS TO JUDGE AN IPO 21,22
ROLE OF INTERMEDIARIES 23,24
IPO GRADING 25
FEATURES OF IPO GRADING 26
COST INVOLVED IN IPO GRADING 27
OBJECTIVES OF THE STUDY 28
SUGGETIONS 29
RESEARCH METHODOLOGY 30
CONCLUSION 31
BIBLOGRAPHY 32

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INTRODUCTION
IPO stands for Initial Public Offering and means the new offer of shares from a
company which was previously unlisted. This is done by offering those shares to
the public, which were held by the promoters or the private investors prior to the
IPO. In case when other investors or promoter held the shares the stake holding
comes down to the extent their shares are offered to the public. In other cases new
shares are issued to the public and the shares, which are with the promoters stay
with them. In both cases the share of the promoters in the total capital comes down.

Normally in an IPO the shares are issued at a discount to what is considered

their intrinsic value and that’s why investors keenly await IPOs and make money
on most of them. IPO are generally priced at a discount, which means that if the
intrinsic value of a share is perceived to be Rs.100 the shares will be offered at a
price, which is lesser than Rs.100 say Rs.80 during the IPO. When the stock
actually lists in the two prices is known as Listing Gains, which an investor makes
when investing in IPO and making money at the listing of the IPO. A Bullish
Market gives IPO investors a clear opportunity to achieve long term targets in a
short term phase.

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WHAT IS AN IPO?
An IPO is the first sale of stock by a company to the public. IPO is a process by
which a privately held company becomes a publically traded company offering its
shares to the public for the first time. A private company, that has a handful of
shareholders, shares the ownership by going public by trading its shares. Through
the IPO, the company gets its name listed on the stock exchange.

Companies fall into two broad categories : private and public.

A privately held company has fewer shareholders and its owners don’t have to
disclose much information about the company. Anybody can go out and
incorporate a company: just put in some money, file the right legal documents and
follow the reporting rules of your jurisdiction. Most small business are privately
held. But large companies can be private too. Did you know that IKEA, Domino’s
Pizza and Hallmark Cards are all privately held.

It usually isn’t possible to buy shares in a private company. You can

approach the owners about investing. But they’re not obligated to sell you
anything. Public companies, on the on the other hand, have sold at least a portion
of themselves to the public and trade on a stock exchange. This is why doing an
IPO is also referred to as “going public”

Public companies have thousands of shareholders and are subject to

strict rules and regulations. They must have a board of directors and they must
report financial information every quarter. In the United States, public companies
report to the securities and Exchange Commission (SEC). in other countries, public
companies are overseen by governing bodies similar to the SEC. from an investor’s
standpoint, the most exciting thing about public company is that the stock is traded
in the open market, like any commodity. If you have the cash, you can invest. The
CEO could hate your guts, but there’s nothing he or she could do to stop you from
buying stock.

The first sale of stock by a private company to the public, IPO’s are often issued by
smaller, younger companies seeking capital to expand, but can also be done by

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large privately-owned companies looking to become publically traded. In an IPO,

the issuer obtains the assistance of an underwriting firm, which helps it determine
what type of security to issue (common or preferred)., best offering price and time
to bring it to market. IPO’s can be a risky investment. For the individual investor,
it is tough to predict what the stock 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 IPO’s are of companies going through a transitory growth period,
and they are therefore subject to additional uncertainty regarding their future value.

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PRIMARY AND SECONDARY MARKETS

In the primary market securities are issued to the public and the proceeds go to the
issuing company. Secondary market is term used for stock exchanges, where
stocks are sold after they are issued to the public.

PRIMARY MARKET
The first time that a company’s shares are issued to the public, it is by a
process called the Initial Public Offering (IPO). In an IPO the company offloads a
certain percentage of its total shares to the public at a certain price.

Most IPO’s these days not have a fixed offer price. Instead they follow a method
called BOOK BUILDIN PROCESS, where the offer price is placed in a band or a
range with the highest and the lowest value (refer to the newspaper clipping on the
page). The public can bid for the shares at any price in the band specified. Once the
bids come in, the company evaluates all the bids and decides on an offer price in
that range. After the offer price is fixed, the company allots its shares to the people
who had applied for its shares or returns them their money.

SECONDARY MARKET
Once the offer price is fixed and the shares are issued to the people, stock
exchanges facilitate the trading of shares for the general public. Once a stock is
listed on an exchange, people can start trading in its shares. In a stock exchange the
existing shareholders sell their shares to anyone who is willing to buy them at a
price agreeable to both parties. Individuals cannot buy or sell shares in a stock
exchange directly; they have to execute their transaction through authorized
members of the stock exchange who are also called STOCK BROKERS.

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DOCUMENTS REQUIRED
 A company coming out with a public issue has to come out with an Offer
Document/prospectus.
 An offer document is the document that contains all the information you
need about the company. It will tell you why the company is coming is out
with a public issue, its financials and how the issue will be priced.
 The Draft Offer Document is the offer document in the draft stage. Any
company making a public issue is required to file the draft offer document
with the Securities and Exchange Board of India, the market regulator.
 If SEBI demands any changes, they have to be made. Once the changes are
made, it is filed with the Registrar of Companies or the Stock Exchange. It
must be filed with SEBI at least 21 days before the company files with the
Stock Exchange. During this period, you can check it out on the SEBI
Website.

PLAYERS:
 Co- managers and advisors
 Underwriters
 Lead managers
 Bankers
 Brokers and principal brokers
 Registrars
 Stock exchanges

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PRINCIPAL STEPS IN AN IPO

 Approval of BOD- Approval of BOD is required for raising from the
public.
 Appointment of lead managers- the lead manager is the merchant
banker who orchestrates the issue in consultation of the company.
 Appointment of other intermediaries
- Co-managers and advisors
- Underwriters
- Bankers
- Brokers and principal brokers
- Registrars
 Filing the prospectus with SEBI- The prospectus or the offer
document communications information about the company and the proposed
security issue to the investing public. All the companies seeking to make a
public issue have to file their offer document with SEBI. If SEBI or public
does not communicate its observations within 21 days from the filing of the
offer document, the company can proceed with its public issue.
 Filing of the prospectus with the registrar of the companies-
once the prospectus have been approved by the concerned stock exchanges
and the consent obtained from the bankers, auditors, registrar, underwriters
and others, the prospectus signed by the directors, must be filled with the
registrar of companies, with the required documents as per the companies
act 1956.
 Printing and dispatch of prospectus- After the prospectus is filed
with the registrar of companies, the company should print the prospectus.
The quantity in which prospectus is printed should be sufficient to meet
requirements. They should be sending to the stock exchanges and brokers so
they receive them at least 21 days before the first announcement is made in
the news papers.

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 Filing of initial listing application- Within 10 days of filing the

prospectus, the initial listing application must be concerned stock exchanges
with the listing fees.
 Promotion of issue- The promotional campaign typically commences
with the filing of the prospectus with the registrar of the companies and ends
with the release of the statutory announcement of the issue.
 Statutory announcement- The issue must be made after seeking
approval of the stock exchange. This must be published at least 10 days
before the opening of the subscription list.
 Collection of applications
 Processing of applications
 Establishing the liability of the underwriters
 Allotment of shares
 Listing of the issue- The detail listing application should be submitted to
the concerned stock exchange along with the listing agreement and the
listing fee. The allotment formalities should be completed within 30 days.

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BENEFITS OF INVESTMENTS IN SHARES

 Greater Returns
 Owning Quality Companies
 Ease of Diversification
 Availability of Information
 Liquidity
 Tax Benefits

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WHY GO PUBLIC?
Basically, going public (or participating in an “Initial Public Offering”) is the
process in which a business owned by many. It involves the offering of part
ownership of the company to the public through the sale of debt or more
commonly, equity security (stock).

Going public raises cash and usually a lot of it. Being publically traded also
opens many financial doors.

Why firms go public?

 To raise funds for expansion of operations.

 To secure an easier access to future capital on more favorable terms.
 To provide liquidity and/or exit strategy for shareholders.
 To enhance the company’s reputation and credibility.
 To increase the markets awareness of the company and its products.
 To attract and retain employees.
 To obtain a market valuation of a company.

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 ANALYSING AN IPO INVESTMENT:

POTENTIAL INVESTORS AND THEIR OBJECTIVES

Initial Public Offering is a cheap way of raising capital, but all the same it is not
considered as the best way of investing for the investor. Before investing, the
investor must do a proper analysis of the risks to be taken and the returns expected.
He must be clear about the benefits and he hope to derive from the investment. The
investor must be clear about the objective, he has for investing, whether it is long-
term capital growth or short-term capital gains.

The potential investors and their objectives could be categorized as:

 INCIOME INVESTOR- An ‘income investor’ is the one who is

looking for steadily rising profits that will be distributed to shareholders
regularly. For this, he needs to examine the company’s potential for profits
and its dividend policy.
 GROWTH INVESTOR- A ‘growth investor’ is the one who is looking
for potential steady increase in profits that are reinvested for further
expansion. For this, he needs to evaluate the company’s growth plan,
earnings and potential for retained earnings.
 SPECULATOR- A ‘speculator’ looks for short term capital gains. For
this, he needs to look for potential of an early market breakthrough or
discovery that will send the price up quickly with little care about a rapid
decline.

INVESTOR RESEARCH:
It is imperative to properly analyze the IPO investor is planning to invest into. He
needs to do a thorough research at his end and try to figure out if the objective of
the company match his own personal objectives or not. The unpredictable nature of
IPO’s and volatility of the stock market adds greatly to the risk factor. So, it is
advisable that the investor does his homework, before investing.

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The investor should know about the following:

 BUSINESS OPERATIONS:
- What are the objectives of the business?
- What are its management policies?
- What is the scope for growth?
- What is the turnover of the labor force?
- Would the company have long term stability?

 FINANCIAL OPERATIONS:
- What is the company’s credit history?
- What is the company’s liquidity position?
- Are there any defaults on debts?
- Company’s ability to pay-off its debts.
- What are the projected earnings of the company?

 MARKETING OPERATIONS:
- Who are the potential investors?
- What is the scope for success of the IPO?
- Who are the strongest competitors of the company?

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IPO- ADVANTAGES AND DISADVANTAGES

The decision to take a company public in the form of an initial public offering
(IPO) should not be considered lightly. There are several advantages and
disadvantages to being a public company.

ADVANTAGES OF GOING PUBLIC

 Increased capital
A public offering will allow a company to raise capital to use for various
corporate purposes such as working capital, acquisitions, research and
development, marketing and expanding plant and equipment.

 Liquidity
Once shares of a company are traded on a public exchange, those shares
have a market value and retain employees by offering stock incentive
packages to those employees. Moreover, it also provides investors in the
company the option to trade their shares thus enhancing investor
confidence.

 Increased prestige
Public companies often are better known and more visible than private
companies. This enables them to obtain a larger market for their goods or
services. Public companies are able to have access to larger pools of
capital as well as different types of capital.

 Valuation
Public trading of a company’s share sets a value for the company that is
set by the public market and not through more subjective standards set
by a private valuator. This is helpful for a company that is looking for

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merger or acquisition. It also allows the shareholders to know the value

of the shares.

 Increased wealth
The founders of the company often have the sense of the increase wealth
as a result of the IPO. Prior to the IPO these shares now have illiquid and
had a more subjective price. These shares now have an ascertainable
price and after any lockup period these shares may be sold to the public,
subject to limitations of federal and state securities laws.

DISADVANTAGES OF GOING PUBLIC

 Time and expense

Conducting an IPO is time consuming and expensive. A successful IPO
can take up to a year or more to complete and a company can expect to
spend several hundreds of thousands of dollars on attorneys, accountants
and printers. In addition, the underwriters fees can range from 3% to
10% of the value of the offering. Due to the time and expense of
preparation of the IPO, many companies simply cannot afford the time or
spare the expense of preparing the IPO.

 Disclosure
The SEC disclosure rules are very extensive. Once a company is a
reporting company it must provide information regarding compensation
of senior management, transaction with parties related to the company,
conflicts of interest, competitive positions, how the company intends to
develop future products, material contracts, and lawsuits. In addition,
once the offering statement is effective, a company will be required to
make financial disclosures required by the Securities and Exchange Act
of 1934. The 1934 act requires public companies to file quarterly
statements containing unaudited financial statements and audited
financial statements annually. These statements must also contain
updated information regarding nonfinancial matters similar to
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information provided in the initial registration statements. This usually

entails retaining lawyers and auditors to prepare these quarterly and
annual statements. In addition, a company must report certain material
events as they arise. This information is available to investors,
employees, and competitors.

 Decisions based upon stock price

Management’s decisions may be effected by the market price of the
shares and the feeling that they must get market recognition for the
company’s stock.

 Regulatory review
The company will be open to review by the SEC to ensure that the
company is making the appropriate fillings with all relevant disclosures.

 Falling stock price

If the shares of the company’s stock fall, the company may lose market
confidence, decreased valuation of the company may effect lines of
credits, secondary offering pricing, the company’s ability to maintain
employees and the personal wealth of insiders and investors.

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WHAT ARE THE DRAWBACKS?

 Loss of Control
 Loss of Privacy
 Limited management’s Freedom to Act
 Periodic Reporting
 Initial and Ongoing Expenses
 Shareholder Expectations
 Restrictions on Selling Existing Shareholder’s Shares
 Fiduciary Responsibilities

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PARAMETERS TO JUDGE AN IPO

Good investing principles demand that you study the minutes of details prior to
investing in IPO. Here are some parameters you should evaluate:-

 Promoters
Is the company a family run business or is it professionally owned? Even
with a family run business what are the credibility and professional
qualifications of those managing the company? Do the top level
managers have enough experience (of at least 5 years) in the specific
type of business?

 Industry Outlook
The products or services of the company should have a good demand and
scope for profit.

 Business Plans
Check the progress made in terms of land acquisition, clearances from
various departments, purchase of machinery, letter of credits etc. a
higher initial investment from the promoters will lead to a higher faith in
the organization.

 Financials
Why does the company requires the money? Is the company floating
more equity than required? What is the debt component? Keep a track on
the profits, growth and margins of the previous years. A steady growth
rate is the quality of a fundamentally sound company. Check the
assumptions the promoters are making and whether these assumptions or
expectations sound feasible.

 Risk Factors

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The offer documents will list our specific risk factors such as the
company’s liabilities, court cases or other litigations. Examine how these
factors will affect the operations of the company.

 Key Names
Every IPO will never lead managers and merchant bankers. You can
figure out the track record of the merchant banker through the SEBI
website.

 Pricing
Compare the company’s PER with that of similar companies. With this
you can find out the P/E Growth ratio and examine whether is earning
projections seem viable.

 Listing
You should have access to the brokers of the stock exchanges where the
company will be listing itself.

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ROLE OF VARIOUS INTERMEDIARIES IN IPO:

Intermediary’s help corporation design securities that will be attractive to
investors, buy these securities from the corporations, and then resell them to savers
in the primary markets.

 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 due diligence 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 prospects and marketing the issue.
 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

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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. Part III gives further
details of registration of underwriters.

 Banker to an Issue:
Scheduled banks acting as bankers to an issue are required to be registered
with SEBI in terms of the SEBI 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 registered 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. Part III gives further details of the registration
of portfolio managers.

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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 offering of companies assessing the
equity markets for the first time where there is no track record of their market
performance.

IPO grade registered 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 key
affect the issue’s 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 timeof the IPO and meant to aid investors who are
interested in investing in the IPO. The grade will not have any ongoing
validity.

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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 do not
perform grading of IPOs at all. While standard & poor is the majority
stakeholder in CRISIL Ltd.

The IPO grading is indicated on a five point scale and a higher score indicating
stronger fundamental.

IPO Grade Assessment

5/5 Strong fundamentals
4/5 Above average fundamentals
3/5 Average fundamentals
2/5 Below average fundamentals
1/5 Poor fundamentals

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COST INVOLVED IN IPO GRADING

Though nothing has been declared officially but most of the credit rating has
said that IPO-grading would not cost much to the issuers. They would be
charging 10 basis points of the amount to be raised with a ceiling of about Rs.
10-15 Lakhs. Thus, even in the case of a mega IPO, there would be a cap on
fees, he noted. Around 100 IPOs hit the market on an average every year.
However, despite this seemingly big number, the total receipts for the entire
rating industry on account of grading fees would be only about Rs. 10-15 crore.

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OBJECTIVES OF THE STUDY

 To know about the INITIAL PUBLIC OFFERING.
 To know about the role of various intermediaries in IPO.
 To know about the advantages and disadvantages of going public.
 To know the key terms and various stages in an IPO process.
 To know about the parameters to judge an IPO.

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SUGGETIONS
 The investment in IPO can prove to risky because the investor does not
know anything about the company because it is listed first time in the market
so its performance cannot be measure.
 On the other hand it can be said that the higher the risk, higher the returns
earned. So we can say that the tough risky if investment is done then it can
give higher returns as well.
 Primary market is more volatile than the secondary market because all the
companies are listed for the first time in the market so nothing can be said
about its performance.
 If higher risk is taken, it is always rewarded with the higher returns. So
higher the risk more the returns rewarded for it.

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RESEARCH METHODOLOGY
WHAT IS RESEARCH METHODOLOGY?
Research may be defined as a careful investigation of enquiry specially through
search for new facts in any branch of knowledge in a professional manner. It is the
science that tells the method of doing research, it mainly consists of following
steps:

RESEARCH DESIGN
The research design in this study is Descriptive. Descriptive research studies are
those studies, which are concerned with describing the characteristics of a
particular individual, or of a group. The study’s concerned with narration of facts
and characteristics concerning individual, group or situation are all examples of
Descriptive research studies.

DATA COLLECTION
Collection of data is very important step because accuracy in data is a factor of the
method used for data collection. Thus there are two ways of collecting appropriate
data:

 Primary data
 Secondary data

Primary data are those, which are collected for the first time, thus
happened to be original in character. For the purpose of primary data I’ve
collected data from “Angel Brokers”, under the supervision of Mr. DEEPAK
PRAJAPATI during my internship, for the purpose of getting the
information.

Secondary data was collected by:-

Newspapers, magazines, internet, books etc.
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CONCLUSION
Price is an important factor for any investment. What this means is that a company
listing at 10-15 times its price earning can be a good investment, but the same
company at 40-50 price times earning can be a terribly bad investment. Secondly, a
fundamentally strong company neither means too much of capital appreciation, nor
absolute safety of investment in the market.

If we look at the recent history of the IPO market, all real estate companies got
huge responses at the time of the issue, but the sector could not sustain these high
valuations. Price plays an important role in investments and the market itself
throws enough clues periodically. It is necessary to catch these in time.

The research study is found that the listing of IPO in primary market is given
higher return but is a risky instrument and short term investment. The motive of the
study is to collect the overall information about IPO. The study concluded that
investing in IPO is required a small business interested in going public must apply
to the Security and Exchange Commission (SEC) for permission to sell stock to the
public.

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BIBLOGRAPHY
WEBSITES:
www.nscindia.com
www.moneycontrol.com
www.investopedia.com

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