Unit 3 Secondary Market
Unit 3 Secondary Market
The investors want liquidity for their investments. When they need cash, they should be able
to sell the securities they hold. Similarly there are others who want to invest in new securities.
There should be a place where securities of different companies can be bought and sold.
Secondary market provides such a place.
Secondary market is a market for old issues. It deals with the buying and selling existing
securities i.e. securities already issued. In other words, securities already issued in the primary
market are traded in the secondary market. Secondary market is also known as stock market.
The secondary market operates through „stock exchanges‟.
In the secondary market, the existing owner sells securities to another party. The secondary
markets support the primary markets. The secondary market provides liquidity to the
individuals who acquired these securities. The primary market gets benefits greatly from the
liquidity provided by the secondary market. This is because investors would hesitate to buy the
securities in the primary market if they thought they could not sell them in the secondary
market later.
In India, stock market consists of recognised stock exchanges. In the stock exchanges,
securities issued by the central and state governments, public bodies, and joint stock
companies are traded.
Stock Exchange
In India the first organized stock exchange was Bombay Stock Exchange. It was started in
1877. Later on, the Ahmadabad Stock Exchange and Calcutta Stock Exchange were
started in 1894 and 1908 respectively. At present there are 24 stock exchanges in India. In
Europe, stock exchanges are often called bourses.
It is an organized market for the purchase and sale of securities of joint stock companies,
government and semi- govt. bodies. It is the centre where shares, debentures and govt.
securities are bought and sold.
According to Pyle, “Security exchanges are market places where securities that have been listed
thereon may be bought and sold for either investment or speculation”.
The Securities Contract (Regulation) Act 1956, defines a stock exchange as “an association,
organisation or body of individuals whether incorporated or not, established for the purpose of
assisting, regulating and controlling of business in buying, selling and dealing in securities”.
According to Hartley Withers, “a stock exchange is something like a vast warehouse where
securities are taken away from the shelves and sold across the countries at a price fixed in a
catalogue which is called the official list”.
In short, stock exchange is a place or market where the listed securities are bought and sold.
1. Ensures liquidity to capital: The stock exchange provides a place where shares and stocks
are converted into cash. People with surplus cash can invest in securities (by buying securities)
and people with deficit cash can sell their securities to convert them into cash.
2. Continuous market for securities: It provides a continuous and ready market for buying and
selling securities. It provides a ready market for those who wish to buy and sell securities
4. Capital formation: The stock exchange publishes the correct prices of various securities.
Thus the people will invest in those securities which yield higher returns. It promotes the habit
of saving and investment among the public. In this way the stock exchange facilitates the
capital formation in the country.
5. Evaluation of securities: The prices at which transactions take place are recorded and made
public in the forms of market quotations. From the price quotations, the investors can evaluate
the worth of their holdings.
7. Safeguards for investors: Investors‟ interests are very much protected by the stock exchange.
The brokers have to transact their business strictly according to the rules prescribed by the
stock exchange. Hence they cannot overcharge the investors.
8. Barometer of economic conditions: Stock exchange reflects the changes taking place in the
country‟s economy. Just as the weather clock tells us which way the wind is blowing,
in the same way stock exchange serves as an indicator of the phases in business cycle-boom,
depression, recessions and recovery.
9. Platform for public debt: The govt. has to raise huge funds for the development activities.
Stock exchange acts as markets of govt. securities. Thus, stock exchange provides a platform
for raising public debt.
10. Helps to banks: Stock exchange helps the banks to maintain liquidity by increasing the
volume of easily marketable securities.
A. Benefits to Investors
1. The stock exchange plays the role of a friend, philosopher and guide to investors by
providing information about the prices of various securities.
2. It offers a ready market for buying and selling securities.
3. It increases the liquidity of the investors.
4. It safeguards the interests of investors through strict rules and regulations.
5. It enables the investors to know the present worth of their securities.
6. It helps investors in making wise investment decisions by providing useful information
about the financial position of the companies.
7. The holder of a listed security can easily raise loan by pledging it as a collateral security.
B. Benefits to Companies
1. A company enjoys greater reputation and credit in the market. Image of the company goes up.
2. A company can raise large amount of capital from different types of securities.
3. It enjoys market for its shares.
4. The market price for shares and debentures will be higher. Due to this the bargaining power
of the company increases in the events of merger or amalgamation.
1. Stock exchange encourages people to sell and invest their savings in shares and debentures.
2. Through capital formation, stock exchange enables companies to undertake expansion and
modernization. Stock exchange is an „Alibaba Cave‟ from which business community
draw unlimited money.
3. It helps the government in raising funds through sale of government securities. This
enables the government to undertake projects of national importance and social value.
4. It diverts the savings towards productive channels.
5. It helps in better utilisation of the country‟s financial resources.
6. It is an effective indicator of general economic conditions of a country.
Listing of Securities
A stock exchange does not deal in the securities of all companies. Only those securities that
are listed are dealt with the stock exchange. For the purpose of listing of securities, a
company has to apply to the stock exchange. The stock exchange will decide whether to list
the securities of the company or not. If permission is granted by the stock exchange to deal
with the securities therein, then such a company is included in the official trade list of the
stock exchange. This is technically known as listing of securities. Thus listing of securities
means permission to quote shares and debentures officially on the trading floor of the stock
exchange. Listing of securities refers to the sanction of the right to trade the securities on the
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stock exchange.
Advantages of Listing
A. Advantages to Company:-
1. It provides continuous market for securities (securities include shares, debentures, bonds etc.)
2. It enhances liquidity of securities.
3. It enhances prestige of the company.
4. It ensures wide publicity.
5. Raising of capital becomes easy.
6. It gives some tax advantage to the company.
B. Advantages to Investors:-
Disadvantages of Listing
1. It leads to speculation
2. Sometimes listed securities are subjected to wide fluctuations in their value. This may
degrade the company‟s reputation.
3. It discloses vital information such as dividends and bonus declared etc. to competitors.
4. Company has to spend heavily in the process of placing the securities with public
The listed shares are generally divided into two categories - Group A shares (cleared
securities) and Group B shares (non-cleared securities). Group A shares represent large and
well established companies having a broad investor base. These shares are actively traded.
Forward trading is allowed in Group A shares. These facilities are not available to Group B
shares. These are not actively traded. Carry forward facility is not available in case of these
securities.
Any company intending to get its securities listed at an exchange has to fulfil certain
requirements. The application for listing is to be made in the prescribed form. It should be
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supported by the following documents:
b) Memorandum and
c) Articles.
d)Letters of consent from SEBI.
d) Details of shares and debentures issued and shares forfeited.
e) Details of bonus issues and dividends declared.
f) History of the company in brief.
g) Agreement with managing director etc.
h) An undertaking regarding compliance with the provisions of the Companies Act and
Securities Contracts (Regulation) Act as well as rules made therein.
After the application is made to the stock exchange the listing committee of the stock
exchange will go into the details of the application. It has to ensure that the company fulfils
the conditions or criteria necessary for listing
Outsiders are not allowed to buy or sell securities at a stock exchange. They have to approach
brokers. Dealings can be done only through brokers. They are the members of the stock
exchange. The following procedure is followed for dealing at exchanges:
2. Placing an order: After selecting the broker, the next step is to place an order for purchase or
sale of securities. The broker also guides the client about the type of securities to be purchased
and the proper time for it. If a client is to sell the securities, then the broker shall tell him
about the favourable time for sale.
3. Making the contract: The trading floor of the stock exchange is divided into different parts
known as trading posts. Different posts deal in different types of securities. The authorised
clerk of the broker goes to the concerned post and expresses his intention to buy and sell the
securities. A deal is struck when the other party also agrees. The bargain is noted by both the
parties in their note books. As soon as order is executed a confirmation memo is prepared and
is given to the client.
4. Contract Note: After issue of confirmation memo, a contract note is signed between the
broker and the client. This contract note will state the transaction fees (commission of broker),
number of shares bought or sold, price at which they are bought or sold, etc.
5. Settlement: Settlement involves making payment to sellers of shares and delivery of share
certificate to the buyer of shares after receiving the price. The settlement procedure depends
upon the nature of the transactions. All the transactions on the stock exchange may be classified
into two- ready delivery contracts and forward delivery contracts.
b. Forward delivery contracts: These contracts are entered into without any intention of taking
and giving delivery of the securities. The traders in forward delivery securities are interested
in
Rolling Settlement
Rolling settlement has been introduced in the place of account period settlement. Rolling
settlement system was introduced by SEBI in January 1998. Under this system of
settlement, the trades executed on a certain day are settled based on the net obligations for that
day. At present, the trades relating to the rolling settlement are settled on T + 2day basis where
T stands for the trade day. It implies that the trades executed on the first day (say on Monday)
have to be settled on the 3rd day (on Wednesday), i.e., after a gap of 2 days.
This cycle would be rolling and hence there would be number of set of transactions for
delivery every day. As each day‟s transaction are settled in full, rolling settlement helps in
increasing the liquidity in the market. With effect from January 2, 2002, all scrips have been
brought under compulsory rolling mode.
Only members of the exchange are allowed to do business of buying and selling of securities
at the floor of the stock exchange. A non-member (client) can buy and sell securities only
through a broker who is a member of the stock exchange. To deal in securities on recognised
stock exchanges, the broker should register his name as a broker with the SEBI. Brokers are
the main players in the secondary market. They may act in different capacities as a principal,
as an agent, as a speculator and so on.
Types of Members in a Stock Exchange The various types of members of a stock exchange
are as follows:-
1. Jobbers :- They are dealers in securities in a stock exchange. They cannot deal on behalf of
public. They purchase and sell securities on their own names. Their main job is to earn
profit due to price variations.
2. Commission brokers :- They are nothing but brokers. They buy and sell securities no
behalf of their clients for a commission. They are permitted to deal with non-members
directly. They do not purchase or sell in their own name.
3. Tarawaniwalas :- They are like jobbers. They handle transactions on a commission basis
for their brokers. They buy and sell securities on their own account and may act as brokers
on behalf of the public.
4. Sub-brokers :- Sub brokers are agents of stock brokers. They are employed by brokers to
obtain business. They cannot carry on business in their own name. They are also known as
remisiers.
5. Arbitrageurs :- They are brokers. They buy security in one market and sell the same in
another market to get opportunistic profit.
Speculation
1. Bull: A bull or Tejiwala is a speculator who buys shares in expectation of selling them at
higher prices in future. He believes that current prices are lower and will rise in the future.
2. Bear: A bear or Mandiwala is a speculator who sells securities with the intention to buy at
a later date at a lower price. He expects a fall in price in future.
3. Lame duck: A lame duck is a bear speculator. He finds it difficult to meet his
commitments and struggles like a lame duck. This happens because of the non- availability of
securities in the market which he has agreed to sell and at the same time the other party is not
willing to postpone the transaction.
4. Stag: Stag is a member who neither buys nor sells securities. He applies for shares in the
new issue market. He expects that the price of shares will soon increase and the shares can
be sold for a premium.
5. Wolf: Wolf is a broker who is fast speculator. He is very quick to perceive changes in the
market trends and trade fast and make fast profit.
2. Wash sales: It is a device through which a speculator is able to reap huge profits by
creating a misleading picture in the market. It is a kind of fictitious transaction in which a
speculator sells a security and then buys the same at a higher price through another broker.
Thus he creates a false or misleading opinion in the market about the price of a security.
3. Rigging: If refers to the process of creating an artificial condition in the market whereby
the market value of a particular security is pushed upon. Bulls buy securities, create demand
for the same and sell them at increased prices.
4. Arbitrage: It is the process of buying a security, from a market where price is lower and
selling at in another market where price is higher.
6. Blank transfer: When the transferor (seller) simply signs the transfer form without specifying
the name of the transferee (buyer), it is called blank transfer. In this case share can further be
transferred by mere delivery of transfer deed together with the share certificate. A new transfer
deed is not required at the time of each transfer. Hence, expenses such as registration fees,
stamp duty, etc can be saved.
The Indian stock market is suffering from a number of weaknesses. Important weaknesses are
as follows:
1. Speculative activities: Most of the transactions in stock exchange are carry forward
transactions with a speculative motive of deriving benefit from short term price fluctuation.
Genuine transactions are only less. Hence market is not subject to free interplay of demand
and supply for securities.
2. Insider trading: Insider trading has been a routine practice in India. Insiders are those who
have access to unpublished price-sensitive information. By virtue of their position in the
company they use such information for their own benefits.
3. Poor liquidity: The Indian stock exchanges suffer from poor liquidity. Though there are
approximately 8000 listed companies in India, the securities of only a few companies are actively
traded. Only those securities are liquid. This means other stocks have very low liquidity.
4. Less floating securities: There is scarcity of floating securities in the Indian stock
exchanges. Out of the total stocks, only a small portion is being offered for sale. The
financial institutions and joint stock companies control over 75% of the scrips. However, they
do not offer their holdings for sale. The UTI, GIC, LIC etc. indulge more in purchasing than in
selling. This creates scarcity of stocks for trading. Hence, the market becomes highly
volatile. It is subject to easy price manipulations.
5. Lack of transparency: Many brokers are violating the regulations with a view to cheating
the innocent investing community. No information is available to investors regarding the
volume of transactions carried out at the highest and lowest prices. In short, there is no
transparency in dealings in stock exchanges.
6. High volatility: The Indian stock market is subject to high volatility in recent years. The
stock prices fluctuate from hour to hour. High volatility is not conducive for the smooth
functioning of the stock market.
9. Lack of professionalism: Some of the brokers are highly competent and professional. At the
same time, majority of the brokers are not so professional. They lack proper education, business
skills, infrastructure facilities etc. Hence they are not able to provide proper service to their
clients.
At present there are 24 recognised stock exchanges in India. Further OTCEI, NSE also has
started functioning in our country. Brief descriptions of major SEs are given below:
BSE is the leading and the oldest stock exchange in India as well as in Asia. It was established
in 1887 with the formation of "The Native Share and Stock Brokers' Association". BSE is a
very active stock exchange with highest number of listed securities in India. Nearly 70% to
80% of all transactions in the India are done alone in BSE. Companies traded on BSE were
3,049 by March, 2006. BSE is now a national stock exchange as the BSE has started
allowing its members to set-up computer terminals outside the city of Mumbai (former
Bombay). It is the only stock exchange in India which is given permanent recognition by the
government.
In 2005, BSE was given the status of a fully-fledged public limited company along with a
new name as "Bombay Stock Exchange Limited". The BSE has computerized its trading system
by introducing BOLT (Bombay on Line Trading) since March 1995. BSE is operating BOLT at
275 cities with 5 lakh (0.5 million) traders a day. Average daily turnover of BSE is near Rs.
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200 crores.
BSE exchange was the first in India to launch Equity Derivatives, Free Float Index, USD
adaptation of BSE Sensex and Exchange facilitated Internet buying and selling policy.
BSE exchange was the first in India to have launched private service for economic training
Its On-Line Trading System has been felicitated by the internationally renowned standard
of Information Security Management System.
BSE online trading was established in 1995 and is the first exchange to be set up in Asia. It
has the largest number of listed companies in the world and currently has 4937 companies
listed on the Exchange with over 7,700 traded instruments.
The only thing that an investor requires for online trading through BSE is an online trading
account. The trading can then be done within the trading hours from any location in the
world. In fact, BSE has replaced the open cry system with automated trading. Open cry system
is a common method of communication between the investors at a stock exchange where they
shout and use hand gestures to communicate and transfer information about buy and sell
orders. It usually takes place on the 'pit' area of the trading floor and involves a lot of face to
face interaction. However, with the use of electronic trading systems trading is easier, faster
and cheaper; and is less prone to manipulation by market makers and brokers/dealers.
The Bolt system has enabled the exchange to meet the following objective:
2. National Stock Exchange (NSE) Formation of National Stock Exchange of India Limited
(NSE) in 1992 is one important development in the Indian capital market. The need was felt by
the industry and investing community since 1991. The NSE is slowly becoming the leading stock
exchange in terms of technology, systems and practices in due course of time. NSE is the
largest and most modern stock exchange in India. In addition, it is the third largest exchange
in the world next to two exchanges operating in the USA.
NEAT NSE
uses satellite communication expertise to strengthen contribution from around 400 Indian
cities. It is one of the biggest VSAT incorporated stock exchange across the world.
NSE is the first exchange in the world to use satellite communication technology for trading.
Its trading system, called National Exchange for Automated Trading (NEAT), is a state of-the-
art client server based application. At the server end all trading information is stored in an in
memory database to achieve minimum response time and maximum system availability for
users. It has uptime record of 99.7%. For all trades entered into NEAT system, there is
uniform response time of less than one second.
The OTCEI was incorporated in October, 1990 as a Company under the Companies Act 1956.
It became fully operational in 1992 with opening of a counter at Mumbai. It is recognised by
the Government of India as a recognised stock exchange under the Securities Control and
Regulation Act 1956. It was promoted jointly by the financial institutions like UTI,
ICICI, IDBI, LIC, GIC, SBI, IFCI, etc.
OTCEI is a floorless exchange where all the activities are fully computerised.
Its promoters have been designated as sponsor members and they alone are entitled to
sponsor a company for listing there.
Trading on the OTCEI takes place through a network of computers or OTC dealers located
at different places within the same city and even across the cities. These computers allow
dealers to quote, query & transact through a central OTC computer using the
telecommunication links.
A Company which is listed on any other recognised stock exchange in India is not permitted
simultaneously for listing on OTCEI.
OTCEI deals in equity shares, preference shares, bonds, debentures and warrants.
OTC Exchange of India designed trading in debt instruments commonly known as PSU
bonds and also in the equity shares of unlisted companies.
Stock Indices (indexes) Indexes are constructed to measure the price movements of shares,
bonds and other types of instruments in market. A stock market index is a measurement which
indicates the nature, direction and the extent of day to day fluctuations in the stock prices. It
is a simple indication of the trends in the market and investors‟ expectations about future price
movements. The stock market index is a barometer of market behaviour. It functions as an
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indicator of the general economic scenario of a country. If stock market indices are growing, it
indicates that the overall general economy of country is stable if however the index goes down
it shows some trouble in economy.
Weighted capitalisation method - full market capitalisation and free float market capitalisation.
Price weighted index method
Equal weighting method
BSE Sensex
S&P CNX Nifty
S&P CNX 500
BSE 500
BSE 100
BSE 200/Dollex
BSE IT
BSE CG
BSE FMCG
S&P CNX Defty
BSE SENSEX The 'BSE Sensex' or 'Bombay Stock Exchange' is value-weighted index
composed of 30 stocks and was started in January 1, 1986. The Sensex is regarded as the pulse
of the domestic stock markets in India. It consists of the 30 largest and most actively traded
stocks, representative of various sectors, on the Bombay Stock Exchange. These companies
account for around fifty per cent of the market capitalization of the BSE S&P CNX NIFTY
The Standard & Poor's CRISIL NSE Index 50 or
S&P CNX Nifty nicknamed Nifty 50 or simply Nifty (NSE: ^NSEI), is the leading index for
large companies on the National Stock Exchange of India. The Nifty is a well diversified 50
stock index accounting for 23 sectors of the economy. It is used for a variety of purposes such
as benchmarking fund portfolios, index based derivatives and index funds. Nifty is owned and
managed by India Index Services and Products Ltd. (IISL), which is a joint venture between
NSE and CRISIL. IISL is India's first specialized company focused upon the index as a core
product. IISL has a marketing and licensing agreement with Standard & Poor's.
Merchant Banking Merchant banking was first started in India in 1967 by Grindlays
Bank. It has made rapid progress since 1970. Merchant Banking is a combination of Banking
and consultancy services. It provides consultancy, to its clients, for financial, marketing,
managerial and legal matters. Consultancy means to provide advice, guidance and service for a
fee. It helps a businessman to start a business. It helps to raise (collect) finance. It helps to
expand and modernise the business. It helps in restructuring of a business. It helps to revive
sick business units. It also helps companies to register, buy and sell shares at the stock
exchange.
In short, merchant banking provides a wide range of services for starting until running a
business. It acts as Financial Engineer for a business.
2. Broker in Stock Exchange: Merchant bankers act as brokers in the stock exchange.
They buy and sell shares on behalf of their clients. They conduct research on equity shares.
They also advise their clients about which shares to buy, when to buy, how much to buy and
when to sell. Large brokers, Mutual Funds, Venture capital companies and Investment Banks
offer merchant banking services.
3. Project Management: Merchant bankers help their clients in the many ways. For e.g.
advising about location of a project, preparing a project report, conducting feasibility studies,
making a plan for financing the project, finding out sources of finance, advising about
concessions and incentives from the government.
4. Advice on Expansion and Modernization: Merchant bankers give advice for expansion
and modernization of the business units. They give expert advice on mergers and
amalgamations, acquisition and takeovers, diversification of business, foreign collaborations
and joint-ventures, technology up gradation, etc.
5. Managing Public Issue of Companies: Merchant bank advice and manage the public issue
of companies. They provide following services:
c. Acting as manager to the issue, and helping in accepting applications and allotment of
securities.
6. Handling Government Consent for Industrial Projects: A businessman has to get government
permission for starting of the project. Similarly, a company requires permission for expansion or
modernization activities. For this, many formalities have to be completed. Merchant banks do
all this work for their clients.
7. Special Assistance to Small Companies and Entrepreneurs: Merchant banks advise small
companies about business opportunities, government policies, incentives and concessions
available. It also helps them to take advantage of these opportunities, concessions, etc.
8. Services to Public Sector Units: Merchant banks offer many services to public sector units
and public utilities. They help in raising long-term capital, marketing of securities, foreign
collaborations and arranging longterm finance from term lending institutions.
9. Revival of Sick Industrial Units: Merchant banks help to revive (cure) sick industrial units.
It negotiates with different agencies like banks, term lending institutions, and BIFR (Board for
Industrial and Financial Reconstruction). It also plans and executes the full revival package.
10. Portfolio Management: A merchant bank manages the portfolios (investments) of its
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clients. This makes investments safe, liquid and profitable for the client. It offers expert
guidance to its clients for taking investment decisions.
12. Money Market Operation: Merchant bankers deal with and underwrite short-term money
market instruments, such as:
a. Government Bonds.
b. Certificate of deposit issued by banks and financial institutions.
c. Commercial paper issued by large corporate firms.
d. Treasury bills issued by the Government (Here in India by RBI).
13. Leasing Services: Merchant bankers also help in leasing services. Lease is a contract
between the lessor and lessee, whereby the lessor allows the use of his specific asset such as
equipment by the lessee for a certain period. The lessor charges a fee called rentals.
14. Management of Interest and Dividend: Merchant bankers help their clients in the
management of interest on debentures / loans, and dividend on shares. They also advise their
client about the timing (interim / yearly) and rate of dividend.
Advantages of Dematerialisation
Advantages to investor
Rematerialisation is the process of converting dematted shares back into physical shares. It
is the process of conversion of electronic holdings of securities into physical certificate form.
In short, the process of withdrawing securities from the Depository is called rematerialisation.
Constituents of Depository System There are four players in the depository system. They are :
Investor (Beneficial Owner): He is the real owner of the securities who has lodged his securities
with the depository in the form of a book entry.
Depository: It is a firm which holds the securities of an investor in electronic form in the
same way a bank holds money. It carries out the transaction of securities by means of book
entry, without any physical movement of securities.
NSDL was registered by SEBI on June 7, 1996 as India‟s first depository to facilitate trading and
settlement of securities in the dematerialized form. It was promoted by IDBI, UTI and NSE
(National Stock Exchange). The objective is to provide electronic depository facilities for
securities traded in the equity and debt markets in the country. NSDL has been set up to cater to
the demanding needs of the Indian capital markets.
The CDSL is the second depository set up by the Bombay Stock Exchange and co-
sponsored by the SBI, Bank of India, Union bank of India, and Centurian Bank. The CDSL
commenced operations on March 22, 1996. The CDSL was set up with the objectives of
providing convenient, dependable and secure depository services at affordable cost to all
market participants. All leading stock exchanges such as Bombay Stock Exchange, National
Stock Exchange, and Kolkata Stock Exchange etc. have established connectivity with
CDSL.