Im Module 4 Notes
Im Module 4 Notes
SECONDARY MARKET
The Securities Contract [Regulation] Act 1956 defines stock exchange as "any
body of individuals, whether incorporated or not, constituted for the purpose
of assisting, regulating or controlling the business of buying, selling or dealing
in securities".
Role and Functions of Stock Exchanges
Stock exchanges have become an essential part for any moderneconomy. They
provide an efficient mechanism for trading in securities. Presently the trading
platform provided in every stockexchange is electronic and hence there is no
need for the buyers and sellers to meet at a physical location. The following
are the specific functions performed by the stock exchanges.
Stock exchanges provide a market place for the purchase andsale of
securities. In other words, stock exchanges provideliquidity and
marketability to investment in securities.
Stock exchanges provide the linkage between the savings andthe
investment. They help to channalise the savings intocorporate
enterprises and productive ventures.
They help in enhancing economic growth by allocatingsavings to the
most efficient avenues of production.
Stock exchanges serve as a barometer of the economy whichindicates
the market prices of securities. Market price of securityis the outcome of
collective judgement, made by a large numberof buyers and sellers in
the market.
Stock exchanges provide ready information regarding thevaluation of
securities which indicate the financial health ofcompanies.
Stock exchanges compel the issuers of securities to improvetheir
performance by widely disseminating the ups and downs inthe prices of
securities.
Stock exchanges ensure transparency in security transactions.
Stock exchanges have different measures and mechanisms toensure fair
dealings and protection of the interest of the investors.
Distinctions between Primary Market and Secondary Market
In the primary market, companies offer securities to public with the purpose of
raising capital. The securities so issued are subsequently traded in secondary
market or stock exchanges. In other words,secondary market is a venue where
existing securities are traded. In addition to this basic difference there are
some other notable differences between primary market and secondary
market as givenbelow.
Members of the Stock Exchanges
Transactions in stock exchanges are executed by the members[brokers] who
deal with the investors. A member of a stock exchangeis an individual or
corporate body who holds the right to trade in the listed securities. The
members in a stock exchange and persons authorised to provide services of
the exchange to the investors can be categorised into the following types.
Stock Brokers
Stock brokers are the trading members of stock exchanges, A stock
broker is an intermediary who arranges to buy or sell securities on
behalf of a client. They play a significant role in the secondary market by
bringing together the buyers and sellers. The trading platform of the
stock exchange is accessible only to the trading members. A client can
have access to the trading platform only through a trading membe. A
broker can be a member of one or more stock exchanges. Apart from
individuals, companies and financial institutions can become members
of a stock exchange. In the case of partnership firms,rules differ between
exchanges. In NSE, registered partnership firms can become members.
But a partnership firm as such is not eligible to become a member of
BSE.
In order to deal in securities one should get admitted into a stock
exchange as a member and then obtain a certificate of registrationfrom
SEBI. The admission of trading members [brokers] to the different
segments of a stock exchange is governed by the provisionsof Securities
Contract [Regulation] Act 1956, SEBI Act 1992, SEBI rules and guidelines
issued from time to time and the bylaws of the concerned stock
exchange. An applicant will be admitted as a member only if the stock
exchange is satisfied on factors like capital adequacy,track record,
educational qualifications and experience.
a) Eligibility
A person is eligible to apply and obtain a membership in a stock
exchange if he or she:
I. is a citizen of India;
II. is not less than 21 years of age;
III. has the minimum educational qualification prescribed;
IV. has not been adjudged as bankrupt;
V. has not been convicted of an offence involving fraud or
dishonesty;
VI. is not engaged in any business other than that of securities;
VII. has at least two years of work experience in the field
VIII. has minimum net worth and working capital as fixed by
theexchange and
IX. qualifies a written test conducted by the exchange.
A company shall be eligible to be admitted as a member of the stock exchange
if:
i)it is formed as per the provisions of the Companies Act;
ii) it satisfies the financial requirements specified by SEBI;
iii) all the directors are above 21 years of age;
iv) none of the directors of such company is disqualified for beingmember of a
stock exchange;
v)none of its directors is adjudged bankrupt, convicted for anoffence involving
fraud or dishonesty and disqualified otherwisefrom becoming member in a
stock exchange;
vi) not less than two directors satisfy the criteria regardingeducational
qualification and experience and
vii) has minimum paid up equity capital of 30 lakhs.
b)Certificate of Registration from SEBI
A stock broker can apply for registration to SEBI through the stockexchange in
which he is a member. To obtain the certificate ofregistration from SEBI, the
broker applicant:
i) should have the eligibility to be admitted as a member of a
stockexchange;
ii) ii) should have the necessary infrastructure like adequate officespace,
equipment and manpower to effectively discharge theduties;
iii) should have sufficient past experience in the business of
buying,selling or dealing in securities andiv) the applicant or any of
his partners, directors or employees should not have been subjected
to any disciplinary actions by any stock exchange.
Types of Brokers
Based on the nature of operations, brokers in stock exchanges canbe classified
into the following categories
1) Jobbers or Tarawaniwalas
A Jobber or Tarawaniwalla is a broker who buys and sells securities in his
own name. The Jobber functions as a wholesaler in the stockmarket. The
profit he earns from such trade is called 'turn'. They specialise in the
dealings of one or a few number of securities. Jobbers always offer a two
way quote for a security they deal in,i.e., the price at which they are
ready to buy and the price at which they are ready to sell. The difference
between the price at which heis ready to sell and buy is called Jobber's
Spread. A Jobber generally deals with a broker or another Jobber.
Companies appoint Jobbersas market makers to ensure liquidity for their
securities. In India Jobbers are not prohibited from dealing on behalf of
clients.
2) Commission Brokers
Commission brokers are the stock exchange members who act on behalf
of their clients. They either buy or sell securities according tothe
instructions of the clients or enable the clients to trade through them.
They do not specialise in the dealings of any security. The commission or
brokerage charged from clients is their remuneration.
3) Arbitrageurs
An arbitrageur is a specialist who tries to earn profit by exploiting the
price differences of securities, if any, existing in different stock
exchanges. He buys the security from the exchange where it is lower
priced and immediately sells the same in another market where it is
priced high. An arbitrageur makes profit from the small difference in
price by doing large volume of trade.
4) Security Dealers
Security Dealers specialise in transations of government securities,
Sub Brokers
Persons appointed by the trading members or brokers as their agents to assist
the investors in buying, selling or dealing in securities are called sub brokers.
Sub brokers are intermediaries working on behalf of the brokers. Individuals as
well as institutions can be appointed as sub brokers. The sub brokers have to
be affiliated to a stock brokerand get registration from the stock exchange.
They are also required to obtain a certificate of registration granted by SEBI.
Sub brokers cannot transact in securities independently, but can do it only
through the principal broker. A sub broker is permitted to associate withone
trading member only.)
The brokers appoint sub brokers at various places to increase their client base
through localised services. Sub brokers operate from different locations and
bring clients to the principal broker. As remuneration, the sub broker receives
a share not exceeding 40% of the brokerage charged by the principal
broker.The stock broker appointing the sub broker shall be responsible for the
settlement of all security deals of the clients which originate through the sub
broker. They are also responsible to ensure that thesub brokers function in
accordance with the rules and regulations of SEBI and the stock exchange.
Authorised Persons
An authorised person can be defined as "any person - individual,partnership
firm or body corporate - who is appointed by a stock boker and who provides
access to trading platform of a stock exchange as an agent of the stock broker".
Thus authorised persons are appointed by the brokers to procure clients and
enable such clients to access the stock exchange through the broker. Such
authorised persons are eligible for remuneration for their services from the
trading member and shall not charge any amount from the client. The clients
introduced by the authorised person will have a direct relationship with the
trading member
.A trading agreement is entered into between the client and the trading
member. The trading member shall issue the contract notes and bills directly
to the client. The clients shall deliver securities and make payments directly in
the name of the trading member. Similarly, the broker shall deliver securities
and make payments directly to theaccount of the client. One can become
'authorised person' to one trading member only.
Remisier
Remisier is a person engaged by a member-broker in BSE to solicit business in
securities, on a commission basis. The Remisiercan operate BOLT terminals at
the broker's office only. For appointing a Remisier approval of the exchange is
needed but SEBI approval is not necessary.
Code of Conduct for Stock Brokers
SEBI has specified a clear set of code of conduct for all the brokershaving
certificate of registration. Accordingly a stock broker:
1)shall maintain high standards of integrity and fairness in all thedealings of his
business;
i) shall act with due care and diligence in the conduct of business;
ii) shall not indulge in any manipulative or fraudulent transactionsnor
spread rumours for making personal gains;
iii) shall not create false market either singly or jointly which mayact
against the interests of the investors;
iv) shall not involve himself in excessive speculative business
beyondreasonable levels of his financial soundness;
v) vi) shall faithfully execute orders of the clients for buying and
sellingof securities at the best available market price;
vi) shall not refuse to deal with small investors merely on the groundof
the low volume of business involved;
vii) shall issue contract note without delay to his client or client ofthe sub
broker;
viii) shall not discuss, disclose or misuse the details of personal
investments of his clients;
ix) shall not encourage sale or purchase of securities with the soleobject
of getting brokerage or commission;
x) shall not deal for a client who has failed to fulfil his commitments to
any other stock broker;
xi) shall not advertise his business unless permitted by the stock
exchange
Investment and Speculation
All the transactions in securities can be broadly classified into twoas follows.
i) Investment: Investment is the process of deploying financial
resources basically to enjoy long term benefits. The long term
benefits in securities market are capital appreciation in the form of
increasein the value of the stocks, periodic dividends, receipt of rights
shares,bonus shares, voting rights and the like. People who invest
with such purposes are called investors.
ii) ii) Speculation : Speculation is an attempt to make capital gains from
the price movements of the scrips in the securities marketover a
short span of time. Those who engage in such type of activitie sare
called speculators. Speculators buy and sell securities frequentlyand
are not interested in keeping them for long term. Investors own and
possess the security purchased while speculators quite often settle
the transaction without taking actual delivery. Speculation involves
high risk. If the expectations of the speculator come truehe gets huge
profits and otherwise there will be heavy losses.
Both investment and speculation involve the purchase of assets withan
expectation of return. But they can be distinguished on the basisof the risk
bearing capacity of the parties, expectation of returnsand duration of
investment.
An investor prefers low risk investments, whereas a speculator isprepared
to take higher risk for higher returns. Speculation focusesmore on returns
than on safety. Speculators have no intension ofowning the investment.
Their main motive is to achieve profits throughprice changes. Since an
investor is interested in a good rate of returnon a consistent basis over a
relatively longer duration, he computesthe real worth of the security before
investing in it. On the otherhand the speculator seeks returns from the
market quickly. Thereforemarket expectations and price movements are
the main factorsinfluencing his trading decisions.
Type of Speculators
A speculator is one who deals in securities relying on his own views and
expectations about market trends. Speculators take calculated risks, based
on anticipated future price movements. They hope tomake quick and large
gains but need not be successful always. It is the speculators who infuse
volatility [fluctuations in the market priceof a security] to the capital
market.
Based on the nature of market operations, speculators in stock exchanges
can be categorised as follows
Bull
Bull is an optimistic speculator who buys shares wit an expectation of selling
them at a higher price in future. When there are many buyers in the market
and the prices of securities surge, the market is said to be bullish. When
there is bullish tendency in the market, share price tends to trigger up
again, as a result of better expectations of future.
The term came from the way in which a bull attacks its oponent. A bull
attacs by trying to throw the enemy up into the air using its horns. Bull
markets are characterised by optimism, investor confidence and
expectations that strong results will continue.
Bears
A bear is a speculator who sells shares anticipating a fall in prices. Lator if
the prices fall as expected, he buys the security at lower prices and thus
maes profits. Bear is a pessimist who believes that the prices are likely to
head down.
He acts like the bear which tries to press down its enemy to theground
while attacking. When the market is dominated by the bears,it said to be
bearish. The bearish activities result in further fall in the prices of securities.
A bear market is characterised by low investor confidence and widespread
pessimism. When the market is bearish the number of sellers will be more,
compared to buyers.
Stags
The IPOs of reputed companies will usually be over subscribed by several
times and only a limited number of applicants will get allotment of shares.
Those applicants who do not get allotment willbe ready to pay a higher
price than the issue price to get the shares from the secondary market upon
listing. In order to utilise such asituatioin, bull speculators apply for large
quantity of shares of good companies during new issues. They are called
'stags'. Stags who apply in large quantities and getting allotment, off load
their shares at profit immediately when such shares are listed. They are
called stags because of their speed in action resembling a stag [male
deer]which runs very fast.
Lame Duck
The phrase 'lame duck' generally refers to a person who is not able to
properly function, especially one who was proficient earlier. A bear
speculator is sometimes referred to as a lame duck when he is unable to
fulfil his commitment to the counter party in the stock market. This
happens when a bear sells secutities without possessing the same (short
selling) faces heavy loss when the market prices goup far higher on
settlement date or when the securities are not available from the market
for settling the trade.
Speculative Transactions
With the abolition of outcry system and introduction of on-line trading,
enforcement of strict regulatory norms, several types of speculative practices
prevailed in the secondary market earlier have disappeared. The following are
some of the speculative transactions prevailing inthe market at present.
Day Trading or Intra-day Transactions
Day trading is a highly speculative practice. A day trader is one
whoholds securities for a very short time from minutes to hours and
makes numerous trades each day. In day trading, the trades are entered
and closed on the same day. Therefore they are popularly called as
intra-day transactions or simply as 'intra-day'. For doing intra-day
transactions, one has to deposit a certain percentage ofthe amount
involved in the buying or selling of securities, with the broker. The
percentage to be deposited is decided by the client and the broker. The
broker permits the speculator to do business for amounts several times
[say 3 or 5 times] greater than the deposit amount.
The speculator is permitted to keep an amount as margin in his account
with the broker and do business for several times of the deposit
amount. He may buy shares with the expectation that pricewill increase
immediately so that he will be able to sell at a higherrate and make
profit before market closing. If his expectations come true he will make
profit. In contrast to his expectation, if the price decreases he can either
square off the transaction by selling at the lower rate and bear the loss
or make it a normal transaction by bringing in additional amount and
taking delivery of the securities.
Short Selling
Short selling is a common type of speculative trade. Normally asecurity
is bought and sold later. The reverse process-selling as ecurity first,
without having it in hand-is called short selling. Inother words, selling
shares which the seller does not own at the time of trade is called short
selling. Short sellers assume that they would able to buy the stock at a
lower rate than the price at which they are sold. If the stock price falls
according to his expectations, he can earn profit which is the difference
between the price at which he has sold it and the market price at which
he squares thetransaction.For example, if an investor 'sells short' 100
shares of ABC companyfor 50 per share and the price of the stock drops
to 35 and squares at that price, his profit is 15 per share or Rs 1,500.But
the short seller loses when the price of the stock increases in contrast to
his expectation. In that case, the only option available is to square it off
by bearing the loss. If he is unable to square off the transaction he has
to incur heavy penalty charged by the exchange.Hence very high risk is
involved in short selling.
Margin Trading
Margin trading is the system of trade in which one is allowed to invest
in excess of his financial capacity by borrowing funds. In margin trading
an investor provides only a part of the funds needed for the deal and
the balance is raised from banks in the form of borrowing. In 2001, RBI
allowed banks to finance margin trading within the permitted ceiling
limit. The investor needs to bring in 50 % funds requirement of the deal
as margin and the remaining can be borrowed. Banks provide finance to
the investors through the brokers. Investors use this method to own
more securities without fully paying for them. Margin trading is
permitted only in the case of a limited number of actively traded scrips.
Derivative Transactions
Derivative is a product whose value derives from the value of another
underlying asset. In other words derivative products obtain their value
based on the value of another asset, through a contract between two
parties. The underlying asset can be a security, foreign
exchange,commodity or any other asset. Speculators make use of
derivative products for trading by assessing the possibility, extent and
direction of price movements of the underlying assets.Derivative
contracts have several variants. The most common variants are
forwards, futures, options and swaps. Of the four,forwards and swaps,
are basically bilateral transactions taking placeover the counter and not
in organised exchanges. A forward contract is a contract between two
parties where price settlement takes place only on a specific future
date, at a pre-agreed price. The word swap simply means 'exchange'.
Swaps are private agreements between two parties to exchange two
assets or in comes in future, based on a pre-arranged formula. Currency
swap andinterest rate swap are the two commonly used swaps,The
other two derivatives - futures and options - are traded in stock
exchanges with speculative objectives. A futures contract is an
agreement between two parties to buy or sell an asset at a certain time
in future at a pre determined price and forwards are basically same with
the difference that futures are standardised contracts traded in
exchanges. Options contracts are basically of two types viz. call option
and put option. Call option gives a person a right to buy [but no
obligation]a given quantity of the underlying asset at a given price on or
before a given future date. On the other hand Put option gives the
buyer a right to sell [but no obligation] a given quantity of the
underlying asset at an agreed price on or before a given date.
Arbitrage
Arbitrage is the attempt to make profit by exploiting the price
differences existing in different stock exchanges. It involves buying
securities from a low priced market and simultaneously selling them in
the high priced market. The traders who do this type of transactions are
called arbitrageurs. Arbitrageurs need keen observation of the market
and speedy action, to be successful in this field. Since the price
difference per security will be nominal, huge volume of trade is needed
to make profit through arbitrage.
Listing of Securities
Listing means admission of securities of a company for trading on a stock
exchange) When a company is listed on a stock exchange, the company and its
securities are included in the official trade list ofthe exchange. The objective of
listing is to provide marketability and liquidity to the securities. Listing, to a
certain extent, ensures investor protection also. Listing increases the credibility
of the issuer company and its securities. In order to get listed a company has to
satisfy strict requirements specified by the exchange. A company which wants
to get listed must apply to the regional stock exchange nearest to its registered
office. The basic norms for listing of securities are uniform for all exchanges.
The company will get listing if it complies with all the rules and norms insisted
by the exchange, subject to the guidelines of SEBI. A company can get its
securities listed on more than one stock exchanges. Stock exchanges charge
listing fee based on the paid up share capital of the company. Listing fee is a
major source of income to the exchange.Once securities are listed, the stock
exchange will ensure compliance of the conditions laid down in the listing
agreement. Listed companies have to make continuous disclosure of financial
results and other material information likely to affect the interests of the
stakeholders or prospects of the company.
Benefits of Listing
The following are the important benefits of listing.
i) Listing assists companies and entrepreneurs to raise capitalrequired
for new projects, expansions, diversification, etc.
ii) Market reflects the actual price of shares as perceived by
theinvestors from time to time and hence listing helps a companyto
have independent valuation of its overall performancefrequently.
iii) Listing enables the company to extend its profile to a largenumber of
domestic and foreign investors, free of cost.
iv) Financial analysts and media reports cover the
performance,problems and prospects of listed companies only.
v) Listing enables companies to make use of the wide networkof stock
exchanges to disseminate information like financialresults, book
closure, announcement of bonus, rights issue, etc.
vi) Securities of listed companies are traded in large volumes sothat the
cost of trading gets reduced.
vii) Listing leads to better and timely disclosures of information whichis
helpful to protect the interests of the investors in particularand
public in general.
Classification of Listed Securities
The NSE and BSE classify their listed stocks in different ways as given below.
a) Categorisation by NSE
NSE classifies the listed securities into three categories based on the
market demand and impact cost. Impact cost represents the cost of
executing a transaction of a given stock.
Group I: Shares which have been traded for at least 80% of the days for
the previous six months and having an average impact cost of less than
or equal to 1%, are included in this group.
Group II: Shares which have been traded for at least 80% of the days for
the previous six months and having an averag impact cost of more than
1% are categorised into this group.
Group III: The remaining shares which are not included in any of the two
categories mentioned above are included in this group.
b) Categorisation by BSE
At the Bombay Stock Exchange securities in the equity segmentare
classified into A, B, S, T, TS, and Z groups.
A Group: Securities of blue chip companies belong to this category.of
floating stock and large market capitalisation. A group shares are also
called specified shares. They are the most actively traded securities in
the exchange.
B Group: Thisgroup includes rest of the scrips which are not included in
group A, belonging to quality companies with high growth potential.
S Group: This group includes small cap stocks. Such scrips are enrolled
under the name 'BSE Indonext' segment. Companies witha minimum
post issue capital of 3 crore and turnover of an equal amount are
included in this segment.
Rolling Settlement
Rolling settlement is a system of settling transactions within a fixed
number of days after the transaction. Under rolling settlement
transactions on the first trading day are settled on the third trading day,
transactions on second trading day are settled on the fourth trading day
and so on. In other words, a transaction on Monday is mandatorily
settled on Wednesday, a transaction on Tuesday is settled on Thursday
and so on. In short, a rolling settlement system of 'T+2' is followed in
India where 'T' is the trading day. All the intervening holidays [bank
holidays, exchange holidays,Saturdays and Sundays] are excluded for
determining the settlement day. Default risk is considerably less in the
case of rolling settlement.The buyers and sellers of securities get their
securities or money in time, without default. Pay-in day is the day on
which the price of the security purchased is paid by the buyer while Pay-
out day is the day on which the price of the security is paid to the seller.
Intermediaries in Clearing and Settlement
Several intermediaries like the clearing corporation, clearingmembers,
custodians, clearing banks, depositories, etc., are involved in the
settlement process. The role and functions of different intermediaries
involved in the settlement process are briefly described below.
Clearing Corporation
Clearing corporation, is an organization associated with an exchange
rato to facilitate confirmation, settlement and delivery of transactions.In
order to ensure that transactions run smoothly, clearingcorporations
become the buyer to every seller and the seller to every sebuyer. They
are also referred to as 'clearing firms" or 'clearing houses', Clearing
corporations are set up with the prime objectiveof improving efficiency
in the transaction settlement process, insulatethe financial system from
shocks of operations related issues.The National Securities Clearing
Corporation Ltd. [NSCCL] established in 1995 was the first clearing
corporation in India. As aresult of the setting up of clearing corporation,
trades are now settled,even if there is default by a member
Clearing Members
Clearing Members of the Clearing Corporations facilitate settlementof
trades done on stock exchanges, Clearing members may bebrokers or
custodians registered with SEBI. They are important intermediaries in
the capital market and an essential link in the depository system.
Clearing members are responsible for settlingtheir obligations as insisted
by the clearing corporation. They confirmthat both funds and securities
are made available by the parties sothat the transactions are settled as
per contract.
Custodians
A custodian is one who helps to register and safeguard the securities of
the clients
Clearing banks
Clearing bank can act as the link between clearing members and clearing
corporation to effect settlement of funds
Depositories
Depositories hold the securities in electronic form on behalf of the
investors and enable easy and fast transfer of securities traded
Process of clearing and settlement
Trade recording
The key details about the trades are automatically recorded in the
electronic trading system to provide a basis for ettlement
Trade confirmation
The parties to the trade agree upon te terms of trade like security,
quantity,price and settlement date
Determination of obligation
At this stage NSCCL intervenes and decides what the counter parties
owe and what they are due to receive on the settlement date
Pay in of Funds and Securities:
The clearing members make the securities available in the designated
accounts of the clearingcorporation, with the depository. Similarly
clearing members withof the clearing corporation funds obligation make
the funds available in the designated account
Pay out of Funds and Securities:
Finally, the clearing corporation instructs the depository and clearing
bank to release pay out of funds and securities. The depository and
clearing bank debit the accountsof the clearing corporation and credit
the accounts of the respectiveclearing members. The clearing and
settlement process is overupon release of pay out of funds and
securities.
Depository System
Depository is a market intermediary established under the Depositories
Act 1996 for keeping and transferring the securities inthe electronic or
dematerialised [Demat] form. Securities can be dematerialised at the
time of issue or subsequently. Issue of securitiesof less than 10 crores
can be made either in physical or dematerialised form. However issue of
securities of 10 crores or more must be in dematerialised form.
Moreover all the issues made through 'book building' must be in
dematerialised form. A depository can be compared with a bank which
holds the deposited funds and facilitates fund related transactions.
The following are the major differences between a bank and
adepository.Bank and Depository
BANK DEPOSITORY
Holds funds in account Holds securities in account
Transfers funds to other accounts Transfers securities to other
on the instructionof the account accounts on the instructionof the
holder account holder
Facilitates transfers without Facilitates transfers of securities
physical handling of securities without physical handling of
securities
Facilitates safe keeping of money Facilitates safe keeping of
securities