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Transcript of mercahnt banking
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CHAPTER 1
INTRODUCTION
Financial services are an important component of financial system. The smooth functioning
of financial system depends upon the range of financial services extended by the providers.
Financial services in India have witnessed remarkable changes in the recent past after the
implementation ofLiberalization, privatization and globalization.
Funds are tapped from the capital market to finance various mega industrial projects. In
attracting public savings, merchant bankers play a vital role as specialized agencies. The
resource raising function remains to be the primary business of a merchant banker.1
Merchant bankers assist corporates in raising capital. They assist in issue of Shares,
syndicating loans, public issue of debentures. They do not provide funds, they only assist.
They also actively arrange working capital, appraisal, and Project scrutinization & persuade
merger proposals.
In BRITAINmerchant bankers & investment bankers are synonymous.
I n the U.S., Merchant bank means as investment bank which is well equipped to handle
multinational corporations.
In INDIA merchant banker is a body corporate who carries on any activity of the issue
management, which consist of preparing prospectus & other information relating to the issue.
Merchant banks in India are not allowed to conduct any business other than that related to
securities market. There is no official category in investment banking.2
DEFINITION:In banking, a merchant bank is a financial institution primarily engaged in offering
financial services and advice to corporations and wealthy individuals on how to use their
money. The term can also be used to describe the private equity activities of banking.
1
Financial ServicesEric Banks2Merchant Banking in India- B.C Lakshmanna & C.N Krishna Naik
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According to Cox, D., merchant banks are the financial institutions providing specialised
services which generally include the acceptance of bills of exchange, corporate finance,
portfolio management and other banking services.
A merchant Banker has been defined by Securities Exchange Board Of India (Merchant
Banker) rules, 1992, as3Any person who is engaged in the business of issue management
either by making arrangements regarding sell ing, buying or subscri bing to securiti es or
acting as manager, consultant, advisor or r endering corporate advisory services in relation
to such issue management.
ORIGIN OF MERCHANT BANKING:
The origin of merchant banking is to be traced to Italy in late medieval times and France
during the seventeenth and eighteenth centuries. The Italian merchant bankers introduced into
England not only the bill of exchange but also all the institutions and techniques connected
with an organized money market. Merchant banking consisted initially of merchants who
assisted in financing the transactions of other merchants in addition to their own trade. In
France, during seventeenth and eighteenth centuries a merchant banker (le merchand
banquer) was not merely a trader but an entrepreneur par excellence. He invested his
accumulated profits in all kinds of promising activities. He added banking business to his
merchant activities and became a merchant banker.4
HISTORY:
In late 17th and early 18th century Europe, the largest companies of the world was merchant
adventurers, Supported by wealthy groups of people and a network of overseas trading posts,
they collected large amounts of money to finance trade across parts of the world. For
example, The East India Trading Company secured a Royal Warrant from England, providing
the firm with official rights to lucrative trading activities in India. This company was the
forerunner in developing the crown jewel of the English Empire. The English colony was
3Regulation 2 (cd) of SEBI ACT 1992
4Merchant BankingH.R. Machiraju
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started by what we would today call merchant bankers, because of the firm's involvement in
financing, negotiating, and implementing trade transactions5.
MERCHANT BANKING IN INDIA:
In India Merchant Banking activities started from the year 1967, following the footsteps of
similar activities in UK & USA. Currently Merchant Banking activity has mushroomed in the
Indian capital market with both public & private sector settings up their respective merchant
Banking divisions. Currently, the total no. of merchant bankers in India is approx. 1450 with
more than 930 registered with SEBI. The SEBI authorized Merchant Bankers Include
merchant Banking divisions of All India Financial Institutions, nationalized & foreign banks,
subsidies of the commercial banks, private merchant banks engaged in stock broking,
underwriting activities & financial consultancy & investment advisory service firms.
Grindlays Banks1967Citi banks1970SBI1973 ICICI - 1974
Companies raise capital by issuing securities in the market. Merchant bankers act as
intermediaries between the issuers of capital and the ultimate investors who purchase these
securities. Merchant banking is the financial intermediation that matches the entities that need
capital and those that have capital. It is a function that facilitates the flow of capital in the
market.
5http://finance.reachoutblogs.com/2008/05/merchant-banking-history-nature.html
http://finance.reachoutblogs.com/2008/05/merchant-banking-history-nature.htmlhttp://finance.reachoutblogs.com/2008/05/merchant-banking-history-nature.htmlhttp://finance.reachoutblogs.com/2008/05/merchant-banking-history-nature.htmlhttp://finance.reachoutblogs.com/2008/05/merchant-banking-history-nature.html -
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Merchant banker registered with SEBI:
Public Sector: - Commercial banks, Financial Institutions, State Institutions
Private sector: - International bankers, Banks, finance & investment
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CHAPTER 2
MERCHANT BANKING NEED OF THE HOUR
GROWTH OF MERCHANT BANKING IN INDIA:
Merchant banking activities in India originated in 1967 with the merchant banking
division set up by the grind lay bank, the largest foreign bank in the country, at that time.
The main service offered to the corporate enterprises by the merchant bank included
management of public issue and financial consultancy. Other banks like city bank,
chartered bankalso assumed the merchant banking activity in India. State bank of Indiastarted merchant banking in 1973 followed by the ICICI in1974; both emerged as leader in
merchant banking with significance business during the period of 1974-1985 in comparison
to other banks. Mid seventies witnessed a growth of merchant banking organization in the
country with various commercial banks, financial institutions, broker firms entering in to the
field of merchant banking.
The growth in merchant banking business during the early seventies was because of
coming up of Foreign Exchange Regulation Act 1973 [FERA] where in large number of
companies operating in India were required to dilute their foreign holdings, In order to
continue business in the country this result in expansion in the capital markets providing
enough opportunities to merchant bankers to established themselves. The change in Indian
economy opened new doors for merchant banking business to enter in diversified area of
activities, but at the same time this brought competition in merchant banking sector. This
sector has traditionally been dominated by financial institution, banks and their subsidiaries.
Now, various private sectors merchant bankers have emerged and some of them havinginternational reputation. Till the end of 1990, the merchant banking sector was almost
monopoly public sector institution and commercial banks, however since 1991 considerable
number of private merchant banker have emerged on same.
IMPORTANCE AND NEED OF MERCHANT BANKING:
Important reasons for the growth of merchant banks has been developmental activities
throughout the country, exerting excess demand on the sources of fund, for ever expanding
industries and trade, thus leaving a widening gap between the supply and demand of invisible
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funds. All India financial institution had experienced constrain of resources to meet ever
increasing demands for funds frame corporate sector enterprises. In such circumstances
corporate sector had the only alternative to avail the capital market service for meeting their
long term financial requirement through capital issue of equity shares and debentures.
Growing demand for funds put pressure on capital market that enthused commercial banks,
share brokers and financial consultancy firms to enter into the field of merchant banking and
share the growing capital market. As a result all the commercial banks in nationalized and
public sector as well as in private sector including foreign banks in India have opened their
merchant banking windows and competing in this field.
Need for merchant banking is felt in the wake of huge public saving lying untapped.
Merchant banker can play highly significant role in mobilizing funds of savers to invisible
channels assuring promising returns on investment and thus can assist in meeting the
widening demand for invisible funds for economic activity. With growth of merchant
banking profession corporate enterprises in both private sectors would be able to raise
required amount of funds annually from the capital market to meet the growing requirement
for funds for establishing new enterprises, undertaking expansion, modernization and
diversification of the existing enterprises. This reinforces the need for a vigorous role to be
played by merchant banking.
In view of multitude of enactment, rules and regulation, guidelines and offshoot press
release instructions brought out the government from time to time imposing statutory
obligations upon the corporate sector to comply with those entire requirement prescribed
there in for the need of a skilled agency which could provide counselling in these matters in a
packaged form. A merchant banker with their skills updated information and knowledge
provide this service to the corporate units and advise them on such requirement to be
complied with for raising funds from the capital market under different enactment viz.
Companies Act, Income Tax Act, Foreign Exchange Regulation Act, Securities
Contracts Corporate laws and Regulations. Merchant bank advice the investors of the
incentives available in the form of tax relief, other statutory relaxation, good return on
investment and capital appreciation in such investment to motivate them to invest their
savings securities of the corporate sector. Thus merchant banks help industries and trade to
rise and the investors to invest their saved money in sound and healthy concern with
confidence, safety and expectation for higher yields. Finance is the backbone of business
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activities. Merchant banker makes available finance for business enterprises acting as
intermediaries between them, raising demand for funds and the supplies of funds.
The following are some of the reasons why specialist merchant bank have a crucial
role to play in India.
1. Growing complexity in rules and procedures of the government.2. Growing industrialization and increase of technologically advanced industries.3. Need for encouragement of rendering various other services. Small and medium
industrialists, who require specialist services.
4. Need to develop backward areas and states which require different criteria.5. Exploring the possibility of joint ventures abroad and foreign market.6. Promoting the role of new issue market in mobilizing savings.
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CHAPTER 3
LEGAK FRAMEWORK: UNDER SEBI
ORGANIZATIONAL SETUP OF MERCHANT BANKERS IN INDIA:
In India a common organizational setup of merchant bankers operates in the form of divisions
of Indian banks, foreign banks, financial institutions, subsidiary companies established by
bankers like SBI, Canara Bank, Punjab National Bank, Bank of India, etc. Some firms are
also organized by financial and technical consultants and professionals. Securities and
Exchange Board of India has divided the merchant bankers into four categories based on
their capital adequacy. Each category is authorized to perform certain functions. From the
point of organizational setup Indias merchant banking organizations can be categorized into
four groups on the basis of their linkage with parent activity. They are:
(A) Institutional Base
Where merchant banks function as an independent wing or as subsidiary of various
private/Central Governments/State Governments financial institutions. Most of the financial
institutions in India are in public sector and therefore such setup plays a role on the lines ofgovernment priorities and policies.
(B) Banker Base
These merchant bankers function as division/subsidiary of banking organization. The parent
banks are either nationalized commercial bank or the foreign banks operating in India. These
organizations have brought professionalism in merchant banking sector and they help their
parent organization to make a presence in capital market.
(C) Broker Base
In the recent past there has been an inflow of qualified and professionally skilled brokers in
various stock exchanges of India. These brokers undertake merchant banking related
operations also like providing investment and portfolio management services.
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(D) Private Base
These merchant banking firms are originated in private sector. These organizations are the
outcome of opportunities and scope in merchant banking business and they are providing
skill-oriented specialized services to their clients. Some foreign merchant bankers are also
entering either independently or through some collaboration with their Indian counterparts.
Private sector merchant banking firms have come up either as the sole proprietorship or
public limited companies. Many of these firms were in existence for quite some times before
they added a new activity in the form of merchant banking services by opening new divisions
on the lines of commercial banks and All India Financial Institutions.
REQUIREMENTS FOR SETTING UP A MERCHANT BANK OUTFIT:
1. Formation of the Business Organization
SEBI Act, 1992 does not prescribe any specific form of business organization to carry on the
activities as merchant banker. However, the types of organizations are listed below:
a. Sole proprietorshipb. Partnership firmc. Hindu Undivided Family (HUF)d. Corporate Enterprisese. Co-operative SocietyGenerally it is preferred that the Merchant Banking outfit be a registered company. Merchant
Banks are generally setup as subsidiary companies of banks (Public or Private). For example,
SBI caps, ICICI Securities etc.
2. Adoption of a viable business plan
The basic test is required to find out whether the business to be undertaken is viable or not for
a Merchant Banking setup. Capital adequacy, profitability, growth opportunities and current
market size are some of the factors which need to be looked into.
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3. Registration of Merchant Bankers
a. Application for grant of certificate6
An application for grant of a certificate needs to be made to SEBI( board) in form A.
The application can be made for any one of the following categories of the merchant banker
namely:-
Category I, that is
(i) To carry on any activity of the issue management, which will inter-alia consist of
preparation of prospectus and other information relating to the issue, determining financialstructure, tie-up of financiers and final allotment and refund of the subscription; and
(ii) To act as adviser, consultant, manager, underwriter, portfolio manager.
Category II, that is, to act as adviser, consultant, co- manager, underwriter, portfoliomanager;
Category III, that is to act as underwriter, adviser, consultant to an issue; Category IV, that is to act only as adviser or consultant to an issue.To carry on the activity as underwriter or portfolio manager a separate certificate of
registration needs to be obtained from SEBI.7
b. Application to conform to the requirements
The application should conform to all the requirements under the SEBI guidelines, otherwise
it may be rejected8
.
c. Furnishing of information, clarification and personal representation
The Board may require the applicant to furnish further information or clarification regarding
matters relevant to the activity of a merchant banker for the purpose of disposal of the
6
Regulation 3(1) of SEBI (Merchant bankers)regulation ,19927Only 1
stcategory needs registration from 1997 amendment
8Regulation 4 of SEBI (Merchant bankers)regulation , 1992
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application. The applicant or its principal officer may appear before the Board for personal
representation9.
d. Consideration of application
The Board shall take into account for considering the grant of a certificate, all matters, which
are relevant to the activities relating to merchant banker and in particular the applicant
complies with the following requirements, namely:10 -
the applicant shall be a body corporate other than a non- banking financial company; the merchant banker who has been granted registration by the Reserve Bank of India toact as a Primary or Satellite dealer may carry on such activity subject to the condition that it
shall not accept or hold public deposit;
the applicant has the necessary infrastructure like adequate office space, equipments,and manpower to effectively discharge his activities;
the applicant has in his employment minimum of two persons who have the experienceto conduct the business of the merchant banker;
a person directly or indirectly connected with the applicant has not been grantedregistration by the Board;
the applicant fulfils the capital adequacy requirement is as follows:
The capital adequacy requirement should not be less than the net worth of the person making
the application for grant of registration. The net worth shall be as follows:-
Category Minimum Amount
Category I Rs. 5, 00, 00, 000
Category II Rs. 50, 00, 000
Category III Rs. 20, 00, 000
Category IV Nil
9Regulation 5 of SEBI( Merchant bankers)regulation, 1992
10Regulation 6 of SEBI (Merchant bankers) regulation,1992
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The applicant, his partner, director or principal officer is not involved in any litigationconnected with the securities market which has an adverse bearing on the business of the
applicant and have not at any time been convicted for any offence involving moral turpitude
or has been found guilty of any economic offence;
The applicant has the professional qualification from an institution recognized by theGovernment in finance, law or business management;
Grant of certificate to the applicant is in the interest of investors.
e. Procedure for Registration
The Board on being satisfied that the applicant is eligible shall grant a certificate. On the
grant of a certificate the applicant shall be liable to pay the fees as prescribed
11
.
f. Payment of fees and the consequences of failure to pay fees
Every applicant eligible for grant of a certificate shall pay such fees in such manner and
within the period specified.
Where a merchant banker fails to pay the Annual fees as provided in Schedule II, the Board
may suspend the registration certificate, whereupon the merchant banker shall cease to carry
on any activity as a merchant banker for the period during which the suspension subsists.
The Merchant Bank can commence business on acquisition of a Certificate of Registration
from the SEBI after completion of the above mentioned formalities12.
MAIN OBJECTIVES OF MERCHANT BANKERS:
Merchant bankers render their specialized assistance in achieving the main objectives
which are presented below:
I. To carry on the business of merchant banking, assist in the capital formation, manage
advice, underwrite, provide standby assistance, securities and all kinds of investments
issued, to be issued or guaranteed by any company, corporation, society, firm, trust
person, government, municipality, civil body, public authority established in India.
11Regulation 8 of SEBI (Merchant bankers) regulation,1992
12Regulation 12 of SEBI(Merchant bankers) regulation, 1992
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II. The main object of merchant banker is to create secondary market for bills and discount
or re-discount bills and acts as an acceptance house.
III. Merchant bankers another objective is to set up and provide services for the venture
capital technology funds.
IV. They also provide services to the finance housing schemes for the construction of
houses and buying of land.
V. They render the services like foreign exchange dealer, money exchange, and authorized
dealer and to buy and sell foreign exchange in all lawful ways in compliance with the
relevant laws of India.
VI. They will invest in buying and selling of transfers, hypothecate and deal with disposal
of shares, stocks, debentures, securities and properties of any other company.
SERVICES PROVIDED BY MERCHANT BANKS
Corporate Counseling: It includes a whole range of financial services provided by a
merchant banker to a corporate unit with a view to ensure better performance, maintain
steady growth and create a better image among investors.
It covers the entire field of merchant banking activities i.e., project counseling, capital
restructuring, portfolio management and the full range of financial engineering including
venture capital, public issue management, loan syndication, working capital, fixed deposits,
lease financing, acceptance credit, etc. However, the scope of corporate counseling is limited
to suggestions and opinions leaving to the client to take corrective actions for solving its
corporate problems.
A merchant banker finds out the problems of enterprise, which shall include organizational
goals for the enterprise, size of the organization and operational scales, choice of a product,
pricing, etc., and suggests ways and means to solve those problems.
Project Counselling: Project counselling is an important merchant banking service which
includes preparation of project reports, deciding upon the financing pattern to finance the cost
of the project, appraising the project report with the financial institutions/banks.
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Project reports are prepared to obtain government approval of the project, for procuring
financial assistance from financial institutions and banks, for ensuring market for the
proposed product, for planning public issues, etc.
Financing the project cost is an important aspect of project counseling. The two sources of
funds available to finance the project cost are internal sources of funds (or owners' funds)
which includes promoter's contribution and retained earnings; and external sources of funds
which refers to the borrowed funds in the form of loans from banks, private investors and
financial institutions and in the form of debentures from the public.
Merchant banker has to decide the financing mix of the internal and external sources of funds
keeping in view the rules, regulations and norms prescribed by the government or followedby the term lending financial institutions.
While rendering project counseling services, the merchant banker has to ensure that the
application forms for obtaining the funds from financial institutions are filled in with relevant
and appropriate information and before submitting the application, the merchant banker has
to appraise the project considering the various aspects as to the type of the project, location,
technical, commercial and financial viability of the project.
Credit Syndication: Once the client company has decided about the project proposed to be
undertaken, the next step is looking for the sources wherefrom the funds could be procured to
implement the project.
Merchant banker has to locate the sources of funds and comply with the formalities required
to procure the funds. This service rendered by the merchant banker in arranging and
procuring credit from financial institutions, banks and other lending and investment
organizations for financing the clients' project cost or meeting working capital requirement is
referred to as loan syndication or credit syndication.
Credit syndication in case of domestic borrowings is with the institutional lenders and banks.
Long and medium term funds are obtained from the All India Financial Institutions like IFCI,
IDBI etc., state level financial bodies like SFC, SIDC etc., commercial banks, mutual funds
etc. Short-term funds are also required by the firm for purchase of raw materials, payment of
wages, salaries etc. Sources of financing these short term requirements or working capital
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needs can be from internal sources like internal accruals from working or operations and
short term loans from friends and relatives; or from external sources like short term
borrowings from banks etc.
Issue Management and Underwriting: management of capital issues is a professional
service rendered by the skilled and experienced merchant bankers. Previously, the managing
agents for a particular corporate used to manage public issues. The abolition of the managing
agency system, the growth in the public limited companies in number and size, the imposition
of new rules and regulations regarding the public issue of securities made it necessary for
merchant bankers to play a definite role in the management of public issues.
Public issue management involves marketing of corporate securities by offering the securities
to the public, procuring private subscription to the securities and offering securities to
existing shareholders of the company.
As a manager to the public issue, the merchant banker, before the public issue he has to
obtain the consent of the stock exchanges to the memorandum and articles of association,
appoint other managers, bankers, underwriters, brokers etc. ,advice the company to appoint
auditors, solicitors and board of directors, draft the prospectus and obtain consent from the
companies legal advisors, board of directors and other concerned parties, file the prospectus
with registrar, make an application for enlistment with stock exchanges and finally advertise
for the issue.
A merchant bankers post issue activities include final allotment and/or refund of subscription
amount, calculation of underwriters liability in case of under subscription and complying the
necessary statutory requirements for listing of securities on the stock exchange.
Under writing of public issue: A fully underwritten public issue spells confidence to the
investing public, which ensures a good response to the issue. Keeping this in view
companies, which float a public issue usually, desire a full underwriting of the issue.
Underwriting is only the guarantee given by the underwriter that in the event of under
subscription, the amount underwritten would be subscribed in proportion by the underwriter.
An underwriter of the issue gets the following benefits:
It earns a commission of the commitment given.
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It earns the right to be appointed as bankers of that issue. It expands its clientele by underwriting more and more issues.
Bankers to the Issue:The merchant banker can automatically become the banker to the issue
in the following cases:
The bank is a broker to the company It has given underwriting commitments. It acts as a manger to the issue
The function of a banker to the issue is- to accept application forms from the public together
with subscription money and transfer them to the account of the controlling branch.
Portfolio Management: Portfolio refers to investment in different types of marketable
securities or investment papers like shares, debentures and debenture stocks, bonds etc. from
different companies or institutions held by individuals firm or corporate units.
Portfolio management refers to managing efficiently the investment in the securities held by
professionals to others.
Merchant bankers take up management of a portfolio of securities on behalf of their clients,
providing special services with a view to ensure maximum return by such investments with a
minimum risk of loss of return on the money invested in securities.
A merchant banker while performing the services of portfolio management has to enquire of
the investment needs of the client, the tax bracket, ability to bare risk, liquidity requirements,
etc. they should study the economic environment affecting the capital market, study the
securities market and identify blue chip companies in which money can be invested. Theyshould keep record of latest amendment in government guidelines, stock exchange
regulations, RBI regulations, etc.
Advisory Services Relating to Mergers and Takeovers: A merger is defined as a
combination of two or more companies into a single company where one services and other
loses their corporate existence. A merger is also defined as an amalgamation wherein the
shareholders of the combining companies become substantially the shareholders of the
company formed.
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A takeover is referred to as an acquisition, which is the purchase, by one company of a
controlling interest in the share capital of another existing company.
Merchant bankers are the middlemen settling negotiations between the offered and the
offered. Their role is specific and specialized in handling the mergers and take over
assignments. Being a professional expert, the merchant banker is apt to safeguard the interest
of the shareholders in both the companies and as such his assistance is useful for both the
companies, i.e. the acquirer as well as the acquired company.
Once the merger partner is proposed the merchant banker has to appraise the merger/takeover
proposal with respect to financial viability and technical feasibility. He has to negotiate with
the parties and decide the purchase consideration and mode of payment. He has to complywith the legal formalities like getting approval from the Government/ RBI; drafting the
scheme of amalgamation; getting approval of company Board, financial institution, high
court if required; arranging for the meeting etc.
Venture Capital Financing: Financing an emerging high-risk project is called venture
capital financing. Many merchant bankers are entering into this area by also financing viable
upcoming projects. The financing is by subscription to the equity capital, while repayment is
by selling the equity through stock market when the shares are listed.
Leasing: Is there another lucrative area of financing where merchant bankers are turning.
Leasing is a viable source of financing while acquiring capital assets. The services include
arrangement for lease finance facilities for leasing companies, legal; documents and tax
consultancy.
Non Resident Investment: To attract NRI investments in the primary and secondarymarkets, the merchant bankers provide investment advisory services to the NRIs in terms of
identification of investment opportunities, selection of securities, portfolio management, etc.
they also take care of operational details like purchase and sale of securities securing the
necessary clearance from RBI under FERA for repatriation of dividends and interest, etc.
Acceptance Credit and Bill Discounting: Though merchant bankers world over specialize
in acceptance credit and bill discounting, these services are not currently provided by
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merchant bankers in India the principal reasoning being the lack of an active market for
commercial bills.
Arranging Offshore Finance: The merchant bankers also help their clients in the following
areas involving foreign currency financing:
1. Financing Of Exports And Imports2. Long Term Foreign Currency Loans3. Joint Ventures Abroad4. Foreign Collaboration ArrangementsThe assistance rendered as in the case of financial services covers appraisals, negotiations,
compliance with procedural and legal aspects etc.
Management of Fixed Deposits of Companies:Recently, merchants bankers have begun
to structure and mobilize fixed deposits for their corporate clients. They take care of the
procedural and legal aspects, and also manage the collection and subsequent servicing of the
deposits. Advice with regard to the amount to be raised, interest charges, terms of deposits
and other related issues are also offered to the client.
Relief to Sick Industries:The services offered by merchant bankers to sick industries can be
summarized as follows:
1. Assessment of capital requirements and counselling on capital restructuring;2. Appraisal of technological, environmental, financial and other factors causing sickness;3. Preparations of programs and packages for rehabilitation of sick units;4. Providing necessary assistance where the rehabilitation package involves mergers or
amalgamation;
5. Obtaining necessary approval for implementation of the rehabilitation package from thestatutory authorities;
6. Monitoring the implementation of the scheme of rehabilitation
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SERVICES OF MERCHANT BANKERS:
Business planning stage: 1) Project feasibility study
2) Advice on capital structuring
Equity raising: 3) Preparation of prospectus and liaison
with SEBI
4) Pricing decisions
5) Marketing in the capacity of lead
managers
6) Underwriters to the issue
7) Post issue management
8) Assistance in ADR/GDR
Debt raising: 9) Management of debenture issue
10) Preparation of bankable proposal and
syndication of loan
Working capital raising: 11) Assistance in arranging optimal
capital finance
Strategic advice: 12) Advice on mergers and acquisitions
13) Corporate structuring advice
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OBLIGATIONS AND RESPONSIBILITIES:
Code of conduct
Every merchant banker has to abide by the code of conduct as specified below. A
merchant banker in the conduct of his business has to observe standards of integrity and
fairness of all his dealings with the clients and other merchant bankers. He ought to render at
all times high standards of service, exercise due diligence, ensure proper care and exercise
independent professional judgment. He has to, wherever necessary, disclose to his clients, the
possible sources of conflict of duties and interest, while providing services. He cannot made
any statement or become privy to any act, practice unfair competition, which is likely to be
harmful to interest of other merchant bankers or is likely to place such other merchant banker
in a disadvantageous position in relation to him, while competing for, or executing, any
assignment. He should not make any exaggerated statement, whether oral or written, to the
client either about his qualification or his capability to other clients. A merchant banker
always endeavours to:
1. Render the best possible advice to the clients regarding clients the needs andrequirements, and his own professional skill; and
2. Ensure that all professional dealing are affected in prompt, efficient and cost effectivemanner.
He should not:-
1) Divulge to other clients, press or any other party any other party confidentialinformation about his client, which has come to his knowledge; and
2) Deal in the securities of any client company without making disclosure to the SEBI asper the regulations and also the Board of Directors of the client company.
He should endeavour to ensure that:-
1) The investors are provided with true and adequate information without making anymisguided or exaggerated claims, and are made aware of attendant risks before any
investment decision is taken by them;
2) The copies of prospectus, memorandum and related literature are made available to theinvestors
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3) Adequate steps are taken for the fair allotment of securities and refund of applicationmoney without delay; and
4) A merchant banker should not generally and particularly in respect of the issue of anysecurities be part to
a) Creation of false market;b) Price rigging or manipulations; andc) Passing of price sensitive information to brokers, members of stock exchanges and other
players in the capital market or take any other action which is unethical or unfair to the
investors.
Finally, he has to abide by the provisions of the SEBI Act, its rules and regulations
which may be applicable and relevant to the activities carried on by the merchant banker.13
Maintenance of books of accounts, records etc.
Every merchant banker has to maintain certain documents like balance sheets, profit and loss
account, auditors report etc. And he has to intimate the place where such documents will be
maintained, at the end of every year merchant banker has furnish such documents to the
board for inspection14.
Restriction on Business
No merchant banker, other than a bank/public financial institution (PFI) is permitted
to carry on business other than that just in the securities market with effect from December
9, 1997.However, a merchant banker who is registered with RBI as a Primary
Dealer/Satellite Dealer may carry on such business as may be permitted by RBI with effect
from November 1999.
Responsibilities of Merchant Banker
Every lead manager has to enter into an agreement with the issuing companies
setting out their mutual rights, liabilities, and obligation relating to issue and in particular to
disclosures, allotment and refund. A statement specifying these is to be furnished to SEBI at
least one month before the opening of the issue for subscription. In case of more than one-
lead manager/Merchant banker, the statement has to provide details about their respective
13Regulation 13 of SEBI (Merchant bankers) regulation,1992
14Regulation 14 of SEBI (Merchant bankers) regulation,1992
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responsibilities. A lead merchant banker cannot manage an issue if the issuing company is its
associate. He can also not associate with a merchant banker who does not hold a certificate of
registration with the SEBI. It is necessary for a lead manager to accept a minimum
underwriting obligation of 5% of the total underwriting commitment or Rs.25 lakh whichever
is less. If he is unable to do so, he has to make arrangements for an underwriting of an, equal
amount by a merchant banker associated with that issue under intimation to SEBI.15
Issue size including premium and intended
retention oversubscription
Fee per document
Up to Rs.5 crore Rs 10,000
Rs 5 crore- Rs 10 crore Rs 15,000
Rs 50 crore- Rs 50 corer Rs 25,000
Rs 10 crore- Rs 100 corer Rs 50,000
Rs 100 crore- Rs 500 corer Rs 2,50,000
More than Rs 500 corer Rs 5,00,000
They have to continue to be associated with the issue till the subscribers have
received the share debentures certificate or the refund of excess application money.
15Regulation 20,21,21A,22 of SEBI (Merchant bankers)regulation,1992
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Acquisition of shares a merchant banker is prohibited from acquiring securities of any
company on the basis of unpublished price sensitive information obtained during the course
of any professional assignment either from the client or otherwise. He has to submit to the
SEBI the complete particulars of any acquisition of securities of a company whose issue is
being managed by him within 15 days from the date of the transaction.
Disclosures to SEBIA merchant banker has to disclose to the SEBI:16
1. His responsibilities with regard to the management of the issue,2. Any changes in the information/particulars previously furnished which
have a bearing and the certificate of registrations granted to it.
3. The names of the companies whose issues he has managed or has beenassociated with,
4. The particulars relating to breach of capital adequacy requirements and5. Information relating to his activities as manager, under writer, consultant
or adviser to an issue.
Procedure for Inspection
The SEBI can undertake the inspection of the books of accounts, records, and
documents of a merchant banker to ensure that the books are maintained in the manner
required, the provision of the SEBI Act, rules and regulations are being camp lied with, and
to investigate complaints from investors/other merchant bankers/any other person or any
matter having a bearing on his activities, as a merchant banker andsuo moto in the interest of
securities business/investors interest into the affairs of the merchant banker.17
The merchant banker has an obligation to furnish all the information called for, allow a
reasonable access to the premises, extend reasonable facility for the examination of
books/records/documents/computer data and provide copies of the some and give all
assistance to the inspecting authority in connection with the inspection.
On the basis of the inspection report and after giving him an opportunity to make an
explanation, the SEBI can all upon the merchant banker to take such measures as it deems fit
16Regulation 28 of SEBI (Merchant bankers)regulation,1992
17Regulation 29 of SEBI( Merchant bankers)regulation,1992
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in the interest of the securities market and for due compliance with the provisions of the SEBI
can appoint a qualified auditor with the above powers of the inspection committee to
investigate into the books of accounts or the affairs and obligations of the merchant banker.18
Action in Case of Default
A merchant banker who fails to comply with any conditions subject to which the
certificate of registration has been granted, by the SEBI and/or contravenes any of the
provisions of the SEBI Act, rules or regulations, is liable to any of the two penalties19:
a) Suspension of registration or
b) Cancellation of registration
QUALITIES OF A MERCHANT BANKER:
1. Knowledge: Thorough understanding of technical issues related to business,understanding of legal and statutory requirements, appreciation of business acumen;
financial expertise is a key thing a merchant banker must know. Delivery of his services
depends on his basic understanding of these issues.
2. Capital market familiarity: Merchant banker should be well versed with StockMarkets, their movements. He should track happenings in the market on on-going basis.
3. Liasioning ability: Merchant bankers are required to liaison with SEBI, RBI, the stockexchanges, depositories and other government authorities for public issue related duties.
It is imperative that a merchant bank maintains excellent rapport with all of them and also
close relations even at informal levels. This only can see speedy and favourable
clearances by the authorities.
4. Innovation: Corporate may approach with unique requirements. Standard solutions andproducts may not solve problems sometimes. Merchant bankers should do out of box
thinking and be able to do financial engineering. They can device new financial
18CHAPTER 4 Containing regulations 29-34 of SEBI (Merchant bankers)regulation,1992
19Regulation 35 ,chapter 5 of SEBI (Merchant bankers)regulation,1992
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instruments and get approved from the authorities. Innovation is required even to address
stringent legal requirements.
5. Integrity: Merchant banker has valuable and confidential information of its customers.Merchants bankers should take utmost care that the information is not leaked and also notconsumed for the purpose other than for which it was disclosed to the merchant banker.
There are some other qualities like leadership, friendliness, attitude towards problem
solving,contacts,inquisitiveness to acquire new skills which if adopted by a merchant
banker will make him successful .
PROBLEMS AND HURDLES:
1. Industry compartmentalization:company which is in merchant banking businesswould have expertise in underwriting, hire purchase, leasing, and portfolio management,
money-lending. But RBI does not permit merchant banking firms to get into these
activities. So the same promoters have to setup different companies for different
purposes. Management cost increases and expertise pooling i.e. multiple use of same
talent is not possible.
2. Malafide practices: Indian corporate culture is bettering, but still many corporate haveexcessively friendly approach. Favoured allotment of shares, tampering with project
appraisal report to bankers is common. Corporate like to use merchant bankers for
malafide intentions. This gives growth to more boutique fly-by-day firms. Giant
professional or multinational merchant bankers are cautions in their approach to Indian
market.
3. Regulations: though regulations are much better now, there is still scope for furtherimprovement. Merchant bankers can be made more accountable and responsible.
Professional qualification focused on merchant banking is not available. Industry is not
well organized and all the players do not play the same tune. This is specifically evident
in comparison with insurance industry and mutual funds industry.
4. Restriction of merchant banking activities: SEBI guidelines have authorized merchantbankers to undertake issue related activities and made them restrict their activities or
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think of separating these activities from present one and float new subsidiary and enlarge
the scope of its activities.
5. Minimum net worth of Rs.5 crore: SEBI guidelines stipulate that a minimum net worthof Rs.5 crore for authorization of merchant bankers.
6. Non co-operation of issuing companies: Non co-operation of the issuing companies intimely allotment of securities and refund of application money is another problem faced
by merchant bankers.
In spite of problems popping up, merchant banking in India has vast scope to develop
because of lot of domestic as well as foreign businesses booming here. Indian economy
provides an amicable environment for these firms to set up, flourish and expand here.