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Corporatisation and demutualisation of stock exchange


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  • Dear Sandeep,
    Thank you for your presentation. I am a student doin a research on demutualization. Could you please tell me a way to get the artcles of association and the Listing rules of the Bombay stock exchange?
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Corporatisation and demutualisation of stock exchange

  1. 1. Corporatisation and Demutualisation of Stock Exchanges in India<br /> By,<br />PawanJaniani (2010146)<br />PiyushRanjan (2010148)<br />
  2. 2. Contents<br /><ul><li>Structure of Indian Stock Exchange
  3. 3. Mutual Structure of Indian Stock Exchange
  4. 4. Drawbacks Prior to Demutualisation
  5. 5. Demutualisation and Corporatisation
  6. 6. Steps towards Demutualisation
  7. 7. Demutualisation of Regional Stock Exchange
  8. 8. Advantages
  9. 9. Research and Methodology
  10. 10. Challenges
  11. 11. We Think..</li></li></ul><li>Structure of Indian Stock Exchanges<br /><ul><li>BSE the oldest exchange in Asia was established in 1875 as Voluntary ‘not for profit’ un-incorporated association of persons.
  12. 12. Ahmadabad and Indore stock exchanges were other exchanges having similar structure.
  13. 13. The membership of these exchanges entitled the person to be the part owner of the exchange as well as a broker on the exchange.</li></li></ul><li> Structure of Indian Stock Exchanges <br /><ul><li>All other regional stock exchanges were formed as companies under section 12 of the Companies Act, 1956 as company limited by shares/guarantee, but had a “not for profit” motive.
  14. 14. These exchanges worked like a co-operative society where the share of the company entitled the owner to be the shareholder of the exchange and also gave him a right to act as broker on the exchange.
  15. 15. NSE is a company formed under section 12 of the Companies Act, 1956 with a profit motive.</li></li></ul><li>Mutual Structure of Indian Stock Exchanges<br /><ul><li>Indian stock exchanges(except NSE and OTCEI) therefore followed a mutual structure where the ownership and management rights of the exchange are bundled with trading rights as a broker and all three are represented by ownership of share of the exchange.</li></li></ul><li>Drawbacks Prior To Demutualisation<br /><ul><li>The conflict of interests between the owners, the members and the management since all the brokers are managing the exchange together
  16. 16. Investor’s interest was ignored as brokers were manipulating the market for their own advantage
  17. 17. Scams took place in pre-demutualization phase-1992- Harshad Mehta scam & 2001-Ketan Parekh Scam.
  18. 18. Lack of strict vigilance on the market-No one person or management was there to look after the affair of the exchange.</li></ul>So Indian market and financial sector felt the need of demutualisation.<br />
  19. 19. Demutualisation- Its Meaning<br /><ul><li>Demutualisation means “segregation of membership right in a recognised stock exchange into a distinct ownership right through the ownership of shares and distinct trading and/or clearing right of that recognised stock exchange”.
  20. 20. In simpler terms it is a process by which a mutually owned stock exchange is converted into a company owned by shareholders through transforming its existing legal structure into a business entity.</li></li></ul><li>Corporatisation- Its Meaning<br /><ul><li>In order to demutualise a corporate structure of the exchange is a necessity.
  21. 21. Exchanges like BSE that were not even a corporate entity needed to be converted from “association of persons” to a Company limited by shares.
  22. 22. This process of conversion is termed as “corporatisation”.</li></li></ul><li>Step towards Demutualisation<br /><ul><li>Board of BSE passed resolution approving “in principle” Corporatisation and Demutualisation way back in 1999
  23. 23. In 2001, Finance minister pledged on the floor of the parliament to demutualise all Indian Exchanges
  24. 24. SEBI appointed Kania committee to look in to the various issues relating to Demutualisation including questions relating to broker ownership
  25. 25. KaniaCommittee submitted its report to SEBI in August, 2002</li></li></ul><li>Indian Effort Cont…<br />Kania committee report’s essential recommendations:<br /><ul><li>Three stakeholders namely shareholders, brokers and investing public to be equally represented.
  26. 26. Disbursal of majority shareholding post demutualisation to non-brokers.
  27. 27. Concept of converting part of reserves of the exchange into deposit from brokers and issuance of shares
  28. 28. Consolidation of exchanges recommended
  29. 29. No Government internationally has claimed any compensation for fiscal benefits given to exchanges prior to demutualisation </li></li></ul><li>Indian Effort Cont…<br /><ul><li>BSE submitted its duly approved scheme to SEBI in June 2003.
  30. 30. Amendments to Rules and MOA and AOA also submitted in July 2003(based on Kania committee report) to SEBI for approval.
  31. 31. All required amendments in SCRA, Indian Stamp Act and Income Tax Act were then done.</li></li></ul><li>Demutualized Regional Stock Exchanges <br /><ul><li>Vadodara Stock Exchange
  32. 32. Magadh Stock Exchange
  33. 33. Jaipur Stock Exchange
  34. 34. Ludhiana Stock Exchange
  35. 35. Saurashtra Kutch Stock Exchange
  36. 36. Delhi Stock Exchange
  37. 37. Bhubaneshwar Stock Exchange
  38. 38. Cochin Stock Exchange
  39. 39. Pune Stock Exchange
  40. 40. Bangalore Stock Exchange
  41. 41. Ahmedabad Stock Exchange
  42. 42. Calcutta Stock Exchange
  43. 43. Madras Stock Exchange
  44. 44. Guwahati Stock Exchange</li></li></ul><li>The Stock Exchanges That Hasn’t BeenDemutualised<br /><ul><li>Coimbatore Stock Exchange
  45. 45. Mangalore Stock Exchange
  46. 46. Meerut Stock Exchange
  47. 47. Uttar Pradesh Stock Exchange</li></li></ul><li>Demutualisation Of Regional StockExchanges<br /><ul><li> Government asks for demutualisation of regional stock exchanges in two ways:
  48. 48. Either by becoming trading arms of BSE & NSE, or
  49. 49. Number of regional stock exchange joins hands to make a separate platform
  50. 50. Nine exchanges recently signed an MOU with the National Stock Exchange (NSE) to extend its trading platform on the regional stock exchanges</li></li></ul><li>AdvantagesOr Reasons For Demutualisation<br /><ul><li>Rationalized Governance: - The corporate model will enable management to take actions that are in the best interest of customers and the exchange itself. There would be transparency.
  51. 51. Investors Participations: - A demutualised exchange provides both</li></ul> institutional investors and retail investors the opportunity to become shareholders. Institutional investors require much greater liquidity for block trading.<br /><ul><li>Competition from Alternate Trading System’s (ATS) and Electronic Communication Networks:- ATS and Electronic Communication Networks provide cheap and efficient access to quoted stocks unlike traditional stocks exchanges. To cope with competition, exchange required funds. While members have limitations in raising funds.</li></li></ul><li><ul><li>Globalization: - Historically brokers and exchanges were locally focused. Exchanges did not face meaningful competition from exchanges in distance places. Through alliances, exchanges seek to attract more investors by harmonizing distinct trading environment and by offering greater product variety.
  52. 52. Resources for capital investment: - One of the drivers of stock exchange demutualization is screen trading, which has replaced floor trading on most exchanges. Once customers have direct access to screens, exchanges memberships no longer have as much economic value and clearing firms rather than traders become a dominant force in exchange activities.</li></li></ul><li>Research And Methodology<br /><ul><li> We have used the secondary data information here. We have taken the six months Bombay Stock Exchange’s index from pre demutualisation and post- demutualisation phase each. All this data are available on the BSE Website.</li></li></ul><li>So the data’s are:-<br />MONTHS B.S.E Indices<br />Nov- 04 6248.43<br />Dec- 04 6617.15<br />Jan- 05 6696.31<br />Feb- 05 6721.08<br />Mar-05 6954.86<br />Apr-05 6694.42<br />May-05 6772.74<br />Jun-05 7228.21<br />Jul-05 7708.59<br />Aug-05 7921.39<br />Sep-05 8722.17<br />Oct-05 8821.84<br />Nov-05 9033.99<br />
  53. 53.
  54. 54. <ul><li> So what we analyze from the above graph that the performance of the index gets stable after the month of May, 2005(the BSE was demutualised on 19 May, 2005). The index is quite volatile in pre-demutualisation phase (i.e. before May, 2005).</li></li></ul><li><ul><li>Now we will look that whether there is any improvement in the turnover of the BSE index because of demutualisation or not?
  55. 55. We have taken the four months turnover (buy & sell figure) from pre- demutualisation and post demutualisation phase each </li></li></ul><li>The data’s are:-<br />MONTHS BUY SELL<br />Jan-05 25663.2 25899.67<br />Feb-05 28427.63 30895.75<br />Mar-05 33414.38 38510.1<br />Apr-05 22636.1 22859.74<br />May-05 26297.33 27057.4<br />Jun-05 34275.59 35576.7<br />Jul-05 38247.85 39624.35<br />Aug-05 48063.69 49342.17<br />Sep-05 52561.82 53842.4<br />
  56. 56.
  57. 57. So we see that the turnover increases at faster rate after May, 2005. But in the pre-demutualisation phase there is not any fixed trend in the turnover. Sometime the figure is increasing and sometime it is diminishing.<br /> Therefore we can conclude that the performance of the Bombay Stock Exchange has revamped because of demutualisation.<br />
  58. 58. Challenges Of Demutualisation<br /><ul><li>There will be no changes in the conflict of interest if an exchange is converted from an association of persons into a limited liability company
  59. 59. The same board and the same organizational structure will continue to exist and nothing much will be achieved
  60. 60. The government can not solve the exchange’s management problem by steering the demutualisation process
  61. 61. There have been arguments that demutualisation by itself may not achieve improved governance</li></li></ul><li>We Think………<br /><ul><li>Though demutualisation is beneficial, many stock exchanges are hesitating to adopt it because they are afraid of loosing their identity
  62. 62. They also have the fear of paying huge tax conversions
  63. 63. This new revolution will become successful when the government will take the necessary steps
  64. 64. This issue has already gained importance at the international level but it needs to be considered more intensely at domestic level</li></li></ul><li>Questions ?<br />
  65. 65. Thank You !<br />