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Retail Investor

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A retail investor is an individual investor in the Indian Securities market whose subscription to securities is of a value less than Rs. 2 lakh (US $ 3130).

It does not matter how much is that individual’s existing shareholding in the market or what his present networth is. The only condition is that at the time of subscription or bidding for shares or securities he/she should not be bidding for more than Rs. 2 lakh worth of securities.

This term “retail investor” is defined in Section 2(zf) of the SEBI (Issue of Captial & Disclosure Requirements) Regulation, 2009.

The category of retail investors has been identified to target tax incentives, concessions and price discounts to them.

While introducing the tax incentive named “Rajiv Gandhi Equity Savings Scheme” a new section 80CCG on ‘Deduction in respect of investment under an equity savings scheme’ was added in the Income tax Act, 1961 (vide Finance Act, 2012 and amended vide Finance Act, 2013), to give tax benefits to ‘New Retail Investors’.  As per the provisions of this scheme, retail investors are those with gross annual income less than or equal to Rs.12 Lakhs, and invest up to Rs.50,000 in a single financial year, for three consecutive assessment years. Thus, for the purposes of availing these tax benefits, retail investors are defined in terms of both investment limit and annual income level.

Earlier Definitions of Retail Investors

Retail Individual Investor in a public issue was defined, until August 2003, in the erstwhile SEBI (Disclosure and Investor Protection) Guidelines, 2000 (DIP Guidelines) as given below:

(i) Fixed price issue: Retail Individual Investor is one who applies for allotment equal to or less than 10 marketable lots.
(ii) Book built issue: Retail Individual Investor is one who applies for up to 1000 securities.

This definition of Retail Individual Investor did not differentiate between investment capacities of different investors. e.g. a Retail Individual Investor who applies for 1000 shares of Rs.500/- each and a Retail Individual Investor who applies for 1000 shares of Rs.10/- each cannot be put in the same category. Hence, it was decided to define Retail Individual Investor on the basis of amount applied for, instead of the number of shares applied for and DIP Guidelines were amended in August 2003 to provide that a Retail Individual Investor means an investor who applies or bids for securities of or for a value of not more than Rs.50,000.

Later this limit of Rs. 50,000 was found to be too low particularly in the context of large size book built issues and as it resulted in higher transaction costs. In view of this, in March 2005, the DIP Guidelines were amended to enhance the said limit from Rs. 50,000 to Rs.1,00,000. This stipulation of DIP Guidelines got incorporated in the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 (ICDR Regulations) when latter replaced the DIP Guidelines.

With effect from 12.11.2010 SEBI doubled the limit for maximum application for retail individual investors from Rs 1 lakh to Rs 2 lakhs across all public issues, after accounting for inflation and other changed circumstances. 

Under ICDR, uptill 2010, a “retail individual shareholder” also used to mean

(i) a shareholder who, as on the date fixed for the purpose of determining shareholders eligible for reservation in terms of the ICDR regulations, is holding equity shares worth up to one lakh rupees and
(ii) applies or bids for specified securities for a value of not more than one lakh rupees;
The condition at (i) above was deleted in 2010.

1. Book building is a process of price discovery. A floor price or price band within which the bids can move is disclosed at least five working days before opening of the issue in case of an Initial public offer (IPO) and at least one day before opening of the issue in case of an follow on public offer. The applicants bid for the shares quoting the price and the quantity that they would like to bid at. After the bidding process is complete, the ‘cut‐off’ price is arrived at based on the demand of securities. The basis of Allotment is then finalized and allotment/refund is undertaken. The final prospectus with all the details including the final issue price and the issue size is filed with Registrar of Companies (ROC), thus completing the issue process. (Source : SEBI’s FAQ on Primary Market)

2. OFS mechanism facilitates the promoters of an already listed company ("Seller") to sell or dilute their existing shareholdings through an exchange based bidding platform (which is separate from the normal trading window) to meet the recently stipulated 25% minimum public shareholding requirements as outlined in Securities Contracts (Regulation) Rules. In addition to such companies which have to meet the 25%  shareholding by public or non-promoters any non-promoter shareholder of eligible companies (eg. top 200 companies by market capitalization) holding at least 10% of share capital may also offer shares through the OFS mechanism. Except "Seller", all market participants like individuals, mutual funds, foreign portfolio investors (FPIs/FIIs), insurance companies, corporates, other qualified institutional bidders (QIBs), Hindu Undivided Families (HUFs), Non- Resident Indians (NRIs) etc. can bid/participate in the OFS process to buy the shares. (Source: FAQ of National Stock Exchange NSE)

3. As per the decision  taken by SEBI Board on 19 June 2014

4. As per SEBI circular dated 1 December 2014 and 26 June 2015 (whereby this facility was made to be compulsorily offered to retail investors)


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