History and Development of Market
The history of securities market in Nepal dates back to 1937, when Biratnagar Jute Mills Ltd. and Nepal Bank Ltd. floated shares, even before the introduction of 'Company Act' in 1964. In 1964, Nepal moved another step forward in the capital market through issuance of government bonds.
Institutionalization of the securities market only began in 1976 with the establishment of Securities Exchange Center Ltd. (SEC) with the objective of promoting and facilitating the growth of capital markets. Before its conversion into a stock exchange, the SEC was the only capital markets institution undertaking the job of brokering, underwriting, managing public issue, making markets for government bonds and other financial services.
In 1983, Nepal enacted the Securities Exchange Act, which was further revised in 2006. The law allowed the establishment of the Securities Board of Nepal (SEBON) — an apex body to regulate the securities market. SEBON provides advice to the government on matters related to the development of capital market, issues regulations and directives, registers securities of public companies, and regulates and systematizes the issue, transfer, sale and exchange of registered securities, in addition to issuing licenses to operate stock exchange as a stock broker, stock dealer, merchant banker and fund manager, depository company, depository participant (DP) and credit rating agency. It also registers and regulates mutual funds, and prevents insider trading relating to securities transaction.
Stock trading in Nepal however started only on January 13, 1994, following the establishment of Nepal Stock Exchange (NEPSE). Although established under the Company Act, NEPSE is operated under the Securities Exchange Act, and is the sole secondary market operator for listed securities in Nepal. The basic objective of NEPSE is to impart free marketability and liquidity to the government and corporate securities by facilitating transactions in its trading floor through members as well as market intermediaries, such as brokers and market makers.
The modernization of Nepal's security market started in 2007 after NEPSE introduced fully-automated screen-based trading system. CDS and Clearing Limited (CDSC) was established in 2010 to act as a central depository for various instruments (Equity, Bonds, Warrants etc.), especially to handle securities in dematerialized form. This organization is entrusted with the safekeeping, deposit, and withdrawal of securities certificates and transfer of ownership/rights of the said instruments. Shares were dematerialized (DEMAT) by 2015, and by 2017, applications supported by blocked amount (ASBA) had been adopted. ASBA is more simplified and now it it C-ASBA. Anyone willing to apply for initial public offer, must have C-ASBA number called CRN from bank which is used to deduct money for application.
Now a days, after introduction of NEPSE online trading system (NOTS) from 2019, anyone can easily access to trade management system (TMS) of NEPSE and perform stock trading from home or office without vising broker office. For this, online user name and password should be received from broker. For online trading, in addition to user name and password, there must be trading limit that can be received from broker upon providing collateral amount.
Types of Securities
Nepalese financial market offers the following securities as
investment instruments:
a)
Stock/Shares: Shares are units of
ownership interest in a
company or
financial
asset that provide for an equal distribution in any profits, if
any are declared, in the form of
dividends. The
two main types of shares are common shares (promoter and public) and
preferred
shares (redeemable and non-redeemable).
b)
Bonds/Debenture: A bond is a
debt
investment in which an investor loans money to an entity
(typically corporate or governmental) which borrows the funds for a defined period
of time at a variable or
fixed
interest rate. Nepalese financial market has mainly three types of
bonds — debenture, government bond, and power bond. Debentures are sold by
financial institutions, and government bond is sold by Nepal Rastra Bank, the central
bank of Nepal. Whereas, power bonds were sold by Nepal Electricity Authority.
Investment in Securities
An investor can invest in these securities through primary
and/or secondary market.
a)
Primary market: Primary market refers
to the section of capital market
that
deals with the issuance of new securities. In this market, corporate
institutions sell various securities directly or through an authorized agency
to collect capital from the public. Therefore, primary markets create long term
instruments through which corporate entities raise funds from the capital
market. With primary issuances of securities or financial instruments, or
the
primary market, investors can purchase
securities directly from
issuers, such as from companies issuing
shares through
an initial public offering (
IPO) or
private
placement, or from the issue manager of the company, or directly
from the federal government in the case of
treasuries. After such initial
issuance, investors may purchase more of the same instrument from other
investors in the secondary market. Although commercial banks sometime sell
debentures or bonds, Nepal's primary securities market is predominated by
shares of banking and financial institutions, insurance companies and
hydropower companies. The central bank also sells bonds and treasury bills in the
primary market.
Companies generally collect capital from primary markets through: (i) Initial
Public Offering (IPO), (ii) Right Shares (RS), (iii) Further and/or follow-on
Public Offering (FPO), and (iv) Auction. Generally, IPO is issued at face value
of Rupees 100, disregarding the market value of the issuing company, although
companies may sometimes issue IPO at a premium. Right shares are issued at face
value of Rupees 100 only to existing shareholders and/or authorized person of
the shareholder. FPO may be issued at face value of Rupees 100 and/or with a premium,
to collect additional capital or adjust existing ownership structure of a
company.
b)
Secondary market:
This is the financial market in which
previously issued financial instruments such as stocks, bonds and debentures are traded.
Here, the securities are sold by and transferred from one investor or trader to
another. This market provides liquidity option to primary shareholder, who gets
an opportunity to sell the shares, whereas another investor and/or trader gets
an opportunity to invest and/or trade in the given securities. Securities are generally traded at higher or
lower than face value, based on the market value of the issuer.
In Nepal, securities
trading in the secondary market began on January 13, 1994, through NEPSE with
25 stock brokers.
c)
Mutual funds: An investor can also
invest in shares of various companies through mutual funds. Basically, mutual
funds collect money from many investors by selling 'units' of the approved fund
size, and holders of these units are called 'unitholder' rather than
shareholder. They invest larger portion in equity and tradable shares to
optimize benefit for unit holders. However, it is an indirect investment
managed through professional fund managers.
d)
Portfolio manager: An investor who
does not have adequate knowledge on the secondary market, but would like to
invest in the stock market, could make relatively safe investments through a
portfolio manager. There are many portfolio management service (PMS) providers,
who may also be known as merchant bankers. They generally charge an annual
maintenance fee, and institute a profit-sharing mechanism when earnings cross
an agreed hurdle rate, in addition to charging brokerage commission, and the fees
payable to SEBON and CDSC.
Between
the two key markets, primary market is comparatively cheaper for investment
than the secondary market, as it generally deals in securities at their face
value.
Risks and benefits of
investment in securities
Investments are made either for short-term or long-term
profit. Whereas, profit is received against the risks of investment. Investment
always have risks associated with them, and the investor receives profits as
per the risks s/he bears. The following are the risks associated with an investment
in shares:
a)
Risks associated to the company:
There are risks directly associated to the company in which an individual
investor invests. The management, promoters, business growth, profit of the
company, etc. are some of the factors influencing company-associated risks.
b)
Market risks: Fluctuation in market
price of a share is based on investor's psychology, interest rate, return on
optional investment opportunities, demand and supply, etc. that influence
market risks of investing in shares and also provide an opportunity for capital
gain.
c)
Legal risks: Changes in legal
provisions and the directives issued by the regulatory body may also create
risks. For instance, certain provisions may negatively impact certain
companies, thereby leading to decrease in their profitability and eventually
adding to the risk of decreasing the market price of a share of such companies.
d)
Economic risks: National and
international economic conditions might change due to a variety of factors.
Such changes may be both positive and negative. However, any negative changes
will create risks to the company and eventually affect the market price of its shares.
Investments in securities generate return on investment
and/or capital gain. Generally, bonds provide interest at agreed rate called
'coupon rate' whereas shares offer 'dividend' and/or 'capital gain'.
a)
Return on investment: Bonds provide
fixed return at agreed coupon rate (interest rate), whereas shares may provide
dividend in the form of cash and/or bonus shares as return on investment (only
if the company is in profit). Therefore, bonds are a 'fixed-income' and shares are
'variable-income' instruments. Whether it is earnings from interest, cash dividends
and/or bonus shares as return on investment, the current legal system imposes
5% tax on such earnings for individuals, and 15% for institutions.
b)
Capital gain: Investment in
securities also provides an opportunity for capital gains generated due to speculation
by other interested investors in the financial market. Capital gain is
harvested through selling shares at a higher price than their purchase price.
Nepal government imposes 5% tax on capital gains for individuals, and 10% for
institutions. CGT to individual would be 5% for stock hold more than 365 days and 7.5% for lesser from 16 July 2021 onward.
Securities Trading
Trading in securities is becoming easier and more technology-based
than ever before. In the primary market, interested investors can buy shares
issued by a company via IPO through physical application form or through ASBA
(applications supported by blocked amount) licensed Banks and/or Financial
Institutions (BFIs). Currently, there are 52 BFIs authorized for ASBA. However,
new regulations stipulate that ASBA is to be made compulsory for IPOs starting July
17, 2017.
In secondary market, however, securities are traded through
licensed brokers working on behalf of the shareholder and/or investor. NEPSE is
the only platform for trading securities in the secondary market. It
coordinates and manages transfer of shares from one shareholder to another, and
ensures payments are actually made to sellers by the buyers. There are 50
licensed brokering companies, 23 merchant bankers, 68 depository participators,
1 central depository and clearing service provider, and 4 clearing banks to
facilitate and perform securities transactions on behalf of investors. An
investor who would like to buy or sell needs to arrange the following documents
and adopt the given process:
a)
Membership with broker firm: Currently,
there are 50 licensed brokers of NEPSE. An investor and/or trader first needs
to register with any of these brokers to start security trading.
b)
Bank account: Financial transaction
related to securities is preferred through banking institutions. Moreover,
payment for sale of securities is received through account payee cheques. Therefore,
having a bank account is compulsory.
c)
DEMAT and MeroShare account: More recently, DEMAT
account has been made compulsory to buy shares of public companies approved and
listed with NEPSE. As Nepal has adopted compulsory dematerialization of shares
since 2015, only dematerialized shares are traded in the secondary market.
There are 68 depository participators (DP) licensed institutions. Investor must
open a DEMAT account with any one of them. Further, subscription to MeroShare from CDSC is advised as it gives freedom and facility to apply IPO, right share and FPOs during issue and also to transfer sold stock to broker through eDIS (electronic DIS). Facilities for MeroShare is available from DPs upon payment of Rs. 50 annual fee. For DP also annual fee of Rs. 100 must be paid by the end of each fiscal year.
d)
Dematerialized shares: Another
prerequisite for selling shares is maintaining the balance of shares in DEMAT
account. If an investor has physical certificates of shares, s/he can deposit
it to the DP for dematerialization. In case of recently purchased shares, they
are automatically deposited to the respective investor's DEMAT account.
e)
Debit Instruction Slip (DIS): DIS is
a kind of cheque issued by the DP to DEMAT account holders. This slip authorizes
the broker to sell instructed shares. DIS can be received from DP. Once an
investor sells shares, s/he must submit DIS to the broker. Anyone who fails to
submit DIS with appropriate information and formal signature will be liable for
a penalty.
f) Process:
1.
Buy share
— first place a
buy order to
your broker indicating the name of the company and quantity of shares desired
to be bought, also indicating price, such as fixed price, range of price or
open price. Once your share is bought, make payment to the broker next day.
Bought shares will be automatically deposited into your given DEMAT account. Investor
can place buy order for one day or good till cancelation (generally, called
continuous and valid for 15 days unless transaction executed).
2.
Sell
share — first place a
sell order
to your broker indicating the name of the company and quantity of shares
desired to be sold, also indicating the rate, such as fixed rate, range of
price or open price. Once, your share is sold, submit the DIS to the broker.
Sold shares will be automatically debited from your given DEMAT account. Your
payment will be made through A/C payee cheque after a few days through your
broker. Shareholders can place sell order for one day or good till cancelation
(generally, called continuous and valid for 15 days unless transaction
executed).
3.
Fee and penalty
— According to the Securities Exchange Act, buyers and sellers must pay a brokerage
commission, a fee to SEBON and an ownership transfer charge to the CDSC. Existing
rate of brokerage commission for equity investments are:
|
Transaction amount
|
Old
Broker Commission (include NEPSE)
|
New
Broker Commission (include NEPSE)
(25.12.2020)
|
SEBON
Fee
|
DP
Fee
|
|
Up to NPR 50,000
|
0.6%
or
Min Rs 25
|
0.4%
or
Min Rs 10
|
0.00015% of transaction amount
|
NPR 25 per company per day
|
|
NPR 50,001 to 500,000
|
0.55%
|
0.37%
|
|
NPR 5,00,001 to 20,00,000
|
0.5%
|
0.34%
|
|
NPR 20,00,001 to 1,00,00,000
|
0.45%
|
0.3%
|
|
Above NPR 1,00,00,000
|
0.4%
|
0.27%
|
For bond and mutual fund, the fee is
0.15% up to 5,00,000; 0.12% on 5,00,001 to 50,00,000; and 0.1% for amounts
exceeding 50,00,000.
The brokerage commission rates
presented above include 20% stake of NEPSE, 0.6% SEBON regulatory fee and TDS for the broker company.
When selling shares, the seller
needs to pay capital gains tax (CGT) at the rate of 5% for individuals and 10% for
institutions, in addition to the brokerage commission and fee to SEBON. CGT to individual would be 5% for stock hold morethan 365 days and 7.5% for lesser from 16 July 2021.
In addition, while selling shares, anyone who fails to transfer through EDIS or submit DIS for sold stock to broker next working day (i.e., T+1) will be liable for a significant
penalty – a fine of 20%.
Issues to consider
while investing in securities
Definitely, each securities instrument has varying level of
risks associated with it, depending upon its nature. Therefore, prospective investors
who are interested to invest in any types of securities must analyze the characteristics
of the securities, associated risks, possible returns and her/his personal risk
appetite. The following issues are some of the considerations worth assessing
before selecting any securities and making the investment decision:
a)
Objectives: Securities are purchased
with the objectives of wealth maximization and/or financial gains. An
individual should clearly set the goal of the investment, and accordingly
select appropriate securities. For example, bonds, preference shares and mutual
funds might be better options for an investor interested in cash returns.
Similarly, an investor looking for wealth maximization should be choosing
common shares of companies that provide regular bonus shares. A person investing
with the objective of harvesting capital gains should be looking for securities
which are prone to high price fluctuations.
b)
Available fund size: The individual
must work out on the amount of funds available for investment. Based on the fund
size, the investor may then allocate different portions of the fund to
different types of securities. For example, if an investor has allocated a fund
of one million Rupees, s/he may decide to invest 20 percent in fixed income
instruments (bonds, debentures, or a fixed deposit), 70 percent in variable
income securities (shares) and keep 10 percent as liquid cash for risk management.
Out of the 70 percent, i.e., 0.7 million Rupees, the investor may again
allocate about 70 percent to wealth maximizing shares, and 30 percent in
trading for capital gains.
c)
Time period: Wealth maximization is
achieved with longer period of investment, whereas capital gain is received in
trading or short-term investment. Therefore, along with the clarity of
objectives and the available fund size, the investor's desired mix of
securities will also depend on the tentative time period for investment.
d)
Fundamental aspects of the company:
An investor must analyze the fundamental aspects of the company in which s/he
wishes to invest. Earning per share (EPS), price equity (PE) ratio, Net Worth,
etc. are the basic fundamentals of a company that show its financial health. In
addition, sources of earning, business volume, available reserves, dividend
history and dividend payout ratio, etc. should also be assessed before making
the investment decision.
e)
Demand and supply: Demand and supply
of shares of a specific company would directly affect the market price of its
shares. In cases where the intention is to earn capital gains, the investor
must analyze the demand and supply situation of shares in the market and trade
accordingly.
f)
Potential risks and returns: As discussed
earlier, there are different types of risks associated with the company, the market,
as well as the legal and economic environment. Investors must therefore analyze
the existing risks associated with the specific securities, as well as attempt
to forecast the future risk level based on favorable and/or unfavorable
environment or trends in the market, legal and regulatory provisions, economic
conditions, etc.
g)
Opportunity costs: Opportunity cost refers to a benefit that an investor
could have received, but gave up or didn’t choose to receive, by choosing another
stock or type of securities. This cost is, therefore, most relevant for two
mutually exclusive events. When investing, the difference in return between a
chosen investment and one that is necessarily passed up must be analyzed. It
can also be referred to, or treated as the comparative advantage of choosing
one option over the other.
h)
Other factors: Nepalese stock market has also had issues such as
insider trading, market manipulation, and short-notice changes in regulator
policies and directives to deal with these issues, which will potentially
affect the prices, risks and returns from investments.
Conclusion
Securities definitely are an interesting and potentially
attractive investment opportunity. However, much has to be considered before an
investment decision in securities is made. The investor must consider present
and future risks associated with the company, the market and the regulatory and
economic environment. The investor must stand prepared to deal with or manage these
risks. This is primarily why it is suggested not to put all your eggs in the
same basket. Following an analysis of the the market, risks, opportunity costs
or comparative gains, and the time value of money, as well as based on the
objectives of investment and the funds and time available, the investor can
diversify her/his investment through managing the funds into different
securities and/or company or sectors.
Dilip Kumar Munankarmi
dilip.muna@gmail.com
blog: dilipmuna.blogsopt.com
