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MASTER OF FINANCE CONTROL SESSION (2008-2010)

ANALYSIS OF MERCHANT BANKING IN INDIA

A PROJECT REPORT ON

SUBMITTED TO:Department of commerce, Kurukshetra University Kurukshetra (Haryana)


Submitted by:Vinay Gulati Roll no. MFC,44

CONTENTS
Sr.No. Chapter I Preface Guide Certificate Declaration Acknowledgement

Introduction (Conceptual Framework) Introduction Significance of the study Merchant Banking in India Focus of the Study Conceptualization

Chapter II Chapter III

literature Review Objective &Methodology Objective of the study Research design Sample size & Technique Data collection (Primary & Secondary)

Chapter IV

Data Presentation & Analysis

Chapter V

Implications & Conclusions

Chapter VI

Bibliography

Introduction (Conceptual Framework)

INTRODUCTION
Original Definition: A Merchant Bank is a British term for a bank providing various financial services such as accepting bills arising out of trade, providing advice on acquisitions, mergers, foreign exchange, underwriting new issues, and portfolio management. The Focus Definition: A Merchant Bank can be generally described as a financial services company with a private equity investment arm offering investment banking and ancillary services as well. Because a merchant bank acts not only as an advisor and broker but also as a principal, a merchant bank has a longer term approach than a typical investment bank and is highly concerned with the viability of each investment opportunity and providing the right advice for a strong partnership with each client company. In banking, a merchant bank is a traditional term for an Investment Bank. It can also be used to describe the private equity activities of banking. This article is about the history of banking as developed by merchants, from the Middle Ages onwards. Amidst the swift changes sweeping the financial world, Merchant Banking has emerged as an indispensable financial advisory package. Merchant banking is a service-oriented function that transfers capital from those who own to those who can use it. They try to identify the needs of the investors & corporate sector & advice entrepreneurs what to do to be successful. The merchant banking has been defined as to what a merchant banker does. A merchant Banker has been defined by Securities Exchange Board Of India (Merchant Banker) rules, 1992, as Any person who is engaged in the business of issue management either by making arrangements regarding selling, buying or subscribing to securities or

acting as manager, consultant, advisor or rendering corporate advisory services in relation to such issue managemen

MERCHANT BANKING 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, the 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 started by what we would today call merchant bankers, because of the firm's involvement in financing, negotiating, and implementing trade transactions. The colonies of other European countries were started in the same manner. For example, the Dutch merchant adventurers were active in what are now Indonesia; the French and Portuguese acted similarly in their respective colonies. The American colonies also represent the product of merchant banking, as evidenced by the activities of the famous Hudson Bay Company. One does not typically look at these countries' economic development as having been fueled by merchant bank adventurers. However, the colonies and their progress stem from the business of merchant banks, according to today's accepted sense of the word. Merchant banks, now so called, are in fact the original "banks". These were invented in the middle Ages by Italian grain merchants. As the Lombardy merchants and bankers grew in stature on the back of the Lombard plains cereal crops many of the displaced Jews who had fled persecution after 613 entered the trade. They brought with them to the grain trade ancient practices that had grown to normalcy in the middle and far east, along the Silk Road, for the finance of long distance goods trades. The Jews could not hold land in Italy, so they entered the great trading piazzas and halls of Lombardy, along side the local traders, and set up their benches to trade in crops. They had one great advantage over the locals. Christians were strictly forbidden the sin of usury. The Jewish newcomers, on the other hand, could lend to farmers against crops in the field, a high-risk loan at what would have been considered usurious rates by the Church, but did not bind the Jews. In this way they could secure

the grain sale rights against the eventual harvest. They then began to advance against the delivery of grain shipped to distant ports. In both cases they made their profit from the present discount against the future price. This two-handed trade was time consuming and soon there arose a class of merchants, who were trading grain debt instead of grain.

TRADATIONAL MERCHANT BANKING


Merchant Banking, as the term has evolved in Europe from the 18th century to today, pertained to an individual or a banking house whose primary function was to facilitate the business process between a product and the financial requirements for its development. Merchant banking services span from the earliest negotiations from a transaction to its actual consummation between buyer and seller. In particular, the merchant banker acted as a capital sources whose primary activity was directed towards a commodity trader/cargo owner who was involved in the buying, selling, and shipping of goods. The role of the merchant banker, who had the expertise to understand a particular transaction, was to arrange the necessary capital and ensure that the transaction would ultimately produce "collectable" profits. Often, the merchant banker also became involved in the actual negotiations between a buyer and seller in a transaction.

MODERN MERCHANT BANKING


During the 20th century, however, European merchant banks expanded their services. They became increasingly involved in the actual running of the business for which the transaction was conducted. Today, merchant banks actually own and run businesses for their own account, and that of others. Since the 18th century, the term merchant banker has, therefore, been considerably broadened to include a composite of modern day skills. These skills include those inherent in an entrepreneur, a management advisor, a commercial and/or investment banker plus that of a transaction broker. Today a merchant banker is who has the ability to merchandise -- that is, create or expands a need -- and fulfill capital requirements. The modern European merchant bank, in many ways, reflects the early activities and breadth of services of the colonial trading companies. Most companies that come to a U.S. merchant bank are looking to increase their financial stability or satisfy a particular, immediate capital need. Professional merchant bankers must have: 1) an understanding of the product, its industry and operational management; 2) an ability to raise capital which might or might not be one's own (originally merchant bankers supplied their own capital and thereby took an equity interest in the transaction); 3) and most importantly, effective skills in concluding

a transaction - the actual sale of the product and the collection of profit. Some people might question whether or not there are many individuals or organizations that have the abilities to fulfill all three areas of expertise.

Who are merchant bankers ?


-Merchant banks are private financial institution. -Their primary sources of income are PIPE (Private Investment In Public Entities) financings and international trade. -Their secondary income sources are consulting, Mergers & Acquisitions help and financial market speculation. -Because they do not invest against collateral, they take far greater risks than traditional banks. -Because they are private, do not take money from the public and are international in scope, they are not regulated. -Anyone considering dealing with any merchant bank should investigate the bank and its managers before seeking their help. -The reason that businesses should develop a working relationship with a merchant bank is that they have more money than venture capitalists. Their advice tends to be more pragmatic than venture capitalists.

Functions of Merchant Bankers:


Consulting advice on going public and international business. Advice and help in taking your company public. If they are unwilling to supply Investment Banking bridge loans, they have a low cost strategy for taking your company public. They do PIPE (Private Investment in Public Equities) financings. They can advise or help with a companys M&A strategy. They are essential advisors for companies seeking to become multinational corporations

SIGNIFICANCE OF THE STUDY

It would help us to develop the ability to study the functioning of Merchant Banking in India & learn & apply multidisciplinary concepts, tools & techniques to solve vital problems. It familiarizes with the various services provided by Merchant Bankers.

They would help us to draw comparison between public & private sector companies engaged in Merchant Banking activities.

Based upon the comparison, it would help us to determine which sector has more growth potential & where should one invest his/her funds to maximize the return at minimum risk.

MERCHANT BANKING IN INDIA

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 are 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 Banks 1967 Citi banks 1970 SBI 1973 ICICI - 1974

Merchant banking in India - an overview


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 low of capital in the market.

Merchant banker registered with SEBI:


Public Sector: - Commercial banks (24), Financial Institutions (6), State Institutions (4) Private sector: - International bankers (10), Banks (10), finance & investment (231)

The following comprise the main functions of a merchant banker in India:


Management of debt and equity offeringsThis forms the main function of the merchant banker. He assists the companies in raising funds from the market. The main areas of work in this regard include: instrument designing, pricing the issue, registration of the offer document, underwriting support, and marketing of the issue, allotment and refund, listing on

stock exchanges.

Placement and distribution-

The merchant banker helps in distributing various

securities like equity shares, debt instruments, mutual fund products, fixed deposits, insurance products, commercial paper to name a few. The distribution network of the merchant banker can be classified as institutional and retail in nature. The institutional network consists of mutual

funds, foreign institutional investors, private equity funds, pension funds, financial institutions etc. The size of such a network represents the wholesale reach of the merchant banker. The retail network depends on networking with investors.

Issue Management:
Management of issue involves marketing of corporate securities viz. equity shares, preference shares and debentures or bonds by offering them to public. Merchant banks act as an intermediary whose main job is to transfer capital from those who own it to those who need it. After taking action as per SEBI guidelines, the merchant banker arranges a meeting with company representatives and advertising agents to finalize Arrangements relating to date of opening and closing of issue, registration of prospectus, launching publicity campaign and fixing date of board meeting to approve and sign prospectus and pass the necessary resolutions. Pricing of issues is done by the companies in consultant with the merchant bankers.

Underwriting of Public Issue:

Underwriting is a guarantee given by the underwriter that in the event of under subscription, the amount underwritten would be subscribed by him. Banks/Merchant banking subsidiaries cannot underwrite more than 15% of any issue.

Financial structuring includes determining the right debt-equity ratio and gearing ratio for
the client; the appropriate capital structure theory is also framed. Merchant bankers also explore the refinancing alternatives of the client, and evaluate cheaper sources of funds. Another area of advice is rehabilitation and turnaround management. In case of sick units, merchant bankers may design a revival package in coordination with banks and financial institutions. Risk management is another area where advice from a merchant banker is sought. He advises the client on different hedging strategies and suggests the appropriate strategy.

Project Counseling:

Project counseling includes preparation of project reports, deciding upon the financing pattern to finance the cost of the project and appraising the project report with the financial institutions or banks. It also includes filling up of application forms with relevant information for obtaining funds from financial Institutions and obtaining government approval.

Loan syndication- Merchant bankers arrange to tie up loans for their clients. This takes
place in a series of steps. Firstly they analyses the pattern of the clients cash flows, based on which the terms of borrowings can be defined. Then the merchant banker prepares a detailed loan memorandum, which is circulated to various banks and financial institutions and they are invited to participate in the syndicate.

Providing venture capital and mezzanine financing- Merchant bankers help


companies in obtaining venture capital financing for financing their new and innovative strategies.

Portfolio Management: Portfolio refers to investment in different kinds of securities such


as shares, debentures or bonds issued by different companies and government securities. Portfolio management refers to maintaining proper combinations of securities in a manner that they give maximum return with minimum risk.

Off Shore Finance:


The merchant bankers help their clients in the following areas involving foreign currency. (a) Long term foreign currency loans (b) Joint Ventures abroad (c) Financing exports and imports (d) Foreign collaboration arrangements

Non-resident Investment:The

services of merchant banker includes investment advisory services to NRI in terms of identification of investment opportunities, selection of securities, investment management, and operational services like purchase and sale of securities .

Corporate Counseling and advisory services :

Corporate counseling covers the entire field of merchant banking activities viz. project counseling, capital restructuring, public issue management, loan syndication, working capital, fixed deposit, lease financing acceptance credit, etc. Merchant bankers also offer customized solutions to their clients financial problems.

Developments in Merchant banking Establishments In India

Setting up of banks Subsidiaries: In order to meet the growing demand for broad-based finacial services from the corporate sector more effectively, the merchant banking division of the nationalise banks have

stated forming independent subsidiaries. These subsidiaries offer more specialised services with proffecinal expertise & skills . SBI capital market ltd. Was incorporated as the first such subsidiary of sbi on 2 july, 1986. Then CAN BANK finacial services ltd was set up as wholly owned subsidiary of canra bank in 1987. PNB Capital Market was promoted by PNB during Mid 1988. Many more subsidiaries are being set up by another nationalise banks.

Reorganisation of private Firms: Expecting tough Competition from growing number of merchant banking subsidiary of nationalised banks, private merchant bankers have also started reorganising their activities e.g., J.M finacial & investment consultancy ltd., 20 th century finance corporation ltd., LKP merchant finacing ltd are some of the private sector firms of merchant bankers who have taken steps to reorganise their activities.

Establishment of SUA: In order to educate and protect the interest of investor , to provide information about new issues of capital market, to evolve a code of conduct for underwriters & to render legal & other services to members & public, the STOCKBROKER UNDERWRITER ASSOCIATION(SUA) was esteblished in 1984.

Discount & Finance House of India(DFHI) DFHI was incorporated as a company under the company act 1956 with an authorised & paid up capital of rs 100 crore. Out of this rs 51 crores has been contributed by RBI, rs 16 crores bt finacial institions & 33 crores by public sector banks. It would also have line of credit from public sector banks , refinance facility from the RBI in order to meet the working capital requirement.DFHI aims at providing liquidity in money makket as it deals mainly in commercial bills.

Credit Rating Information Services of India Ltd.(CRISIL) CRISIL has been set up in 1987 to provide help to investors, merchant bankers, underwriters, brokers, banks & finacial institutions etc. CRISIL ratees various types of instruments such as debt, Equity, & Fixed return security offered to the public. It help the investor in taking investment decisions.

Stock-Holding Corporation of India Ltd. (SHC)

SHC was set up in 1986 by the all indian financial institutions to take care of safe custody, delivery of shares & collection of sale proceeds of the securities. The setting up of SHC is bound to affect the capital market ain future,

Registration of merchant bankers in India


Registration with SEBI is mandatory to carry out the business of merchant banking in India. An applicant should comply with the following norms: The applicant should be a body corporate The applicant should not carry on any business other than those connected with the securities market The applicant should have necessary infrastructure like office space, equipment, manpower etc.

The applicant must have at least two employees with prior experience in merchant banking Any associate company, group company, subsidiary or interconnected company of the applicant should not have been a registered merchant banker The applicant should not have been involved in any securities scam or proved guilt for any offence

SEBI HAS DIVIDED MERCHANT BANKERS IN FOUR CATEGORIES, WHICH ARE AS FOLLOW:CATEGORIES Category I ACTIVITIES
To carry on the activities of issue mgt & act as advisor, consultant, manager, underwriter, portfolio management.

NETWORTH RS 1 Crore

Category II Category III Category IV

To act as advisor, consultant , co-manager, Underwriter, portfolio management. To act as advisor, underwriter or consultant to an issue To act only as advisor& consultant to an issue

Rs 50 lakh Rs 20 lakh Nil

Procedure for getting registration:


An application should be submitted to SEBI in Form A of the SEBI (Merchant Bankers) Regulations, 1992. SEBI shall consider the application and on being satisfied, issues a Certificate of registration in Form B of the SEBI (Merchant Bankers) Regulations, 1992.

Registration fee payable to SEBI:


Rs. 5 lakhs which should be paid within 15 days of date of receipt of intimation regarding Grant of certificate. Validity period of certificate of registration is three years from the Date of issue. Three months before the expiry period, an application along with renewal Fee of 2.5 lakhs should be submitted to SEBI in Form A of the SEBI (Merchant Bankers) Regulations, 1992. SEBI shall consider the application and on being satisfied renew Certificate of registration for a further period of 3 years.

Leading Merchant Bankers in India


In Public Sector: SBI Capital Markets Ltd., Merchant Banking Divisions of IDBI & IFCI, PNB Capital Services Ltd., Bank of Maharashtra, etc. In Private Sector: ABN AMRO, ICICI Bank Ltd, Axis Bank Ltd., Kotak Mahindra Capital Co., Bajaj Capital, Reliance Security Ltd., Yes bankLtd, Tata capital market ltd., JM Financial Co. and DCM Financial Services Ltd etc. Foreign Players: Goldman SACH (India) Security Pvt. Ltd., Morgan Stanley Indian co. Pvt. Ltd., Barclays Security Indian Pvt. Ltd., Bank of America, Deutsche Bank, Citi Group Global Market Indian Pvt. Ltd., Fedex Security Ltd.,

Note: Please find the List of all registered Merchant Bankers with SEBI at the end in Appendix-1

Role in India

Merchant Banking: The merchant banker are those financial intermediary involved with the activity of transferring capital funds to those borrowers who are interested in borrowing. The activities of the merchant banking in India are very vast in nature of which includes the following 1. The management of the customers securities 2. The management of the portfolio

3. The management of projects and counseling as well as appraisal. 4. The management of underwriting of shares and debentures. 5. The circumvention of the syndication of loans. 6. The management of the interest and dividend etc.

Factors responsible for changes: Globalization of Indian Economy has made the whole economy open, which has more multinational player in the era of the financial services? This has resulted in to the emergence of the global investment in financial sector. Govt. has now open up the doors of investment especially in the area of banks and insurance, which leads to competitive environment for the present players. Now they have to bring something new which is efficient and best services to live in the competitive environment. Competition arising out of Private Company participation is due to liberalization of the economy.

Scope for growth of Merchant Banking in India


As planning and industrial policy of the country envisaged the setting of up of new industries and technology, greater financial sophistication and financial services are required. There is a well proven link between economic growth and financial technology. Economic development requires specialist financial skills: savings banks to marshal individual savings; finance companies for consumer lending and mortgage finance;

insurance companies for life and property cover; agricultural banks for rural development; and a range of specialized government or government sponsored institutions. As new units have been set up and business is expanding, they require additional financial services. A public equity or debt issue is the logical source of fund in this situation and merchant banks can tap this opportunity of growth.

The areas of great scope could be,

Growth of Primary market:


If the primary market grows and number of issues increases, the scope of merchant banking will be enhanced.

Entry of Foreign Investors:


Now India capital market directly taps foreign capital through euro issues.FDI is increased in capital market. So Merchant bankers are required to advice them for their investment in India. The increasing number of joint ventures also requires expert services of Merchant Bankers. If more and more NRIs participate in capital market, there will be great demand for merchant banker services.

Changing policy of Financial Institutions:


Now the lending policies of financial institutions are based on project orientation, so the merchant banker services will be needed by corporate enterprise to provide expert guidance.

Development of debt markets:


If the debt market is enhanced, there will be tremendous scope for Merchant bankers. Now NSE and OTCEI are planned to raise their fund through debt instruments.

Corporate restructuring:
Due to liberalization and globalization Companies are facing lot of competition. In order to compete, they have to go for restructuring, merger, acquisitions or disinvestments. They may offer good opportunities to merchant bankers

The scope could be extended to:1. Advising the company on designing of its Capital Structure. 2. Advising the company on the instrument to be offered to the public. 3. Pricing of the instrument.

4. Advising the company on Legal/ regulatory matters and interaction with SEBI/ ROC/ Stock 5. Exchanges and other regulatory authorities.
6. Assisting the company in marketing the issue. 7. In channelizing the financial surplus of the general public into productive investment avenues. 8. To coordinate the activities of various intermediaries to the share issue such as the registrar, Bankers, advertising agency, printers, underwriters, brokers etc. 9. To ensure the compliance with rules and regulations governing the securities market.

THE FACTORS ON WHICH MERCHANT BANKING DEPENDS:

GROWTH

OF

Planning and industrial policy of the country i.e. India in this case Prevailing Economic condition of the country. Regulatory system of the market and economy prevailing in India. Confidence of the people, traders, buyers, marketers, business houses, financial institutions etc. The economic environment of the outside world. Competition among the existing players and the upcoming entrants.

Problems of Merchant Banking:


Restriction of merchant banking activities: SEBI guidelines have authorized merchant bankers to undertake issue related activities and made them restrict their activities or think of separating these activities from present one and float new subsidiary and enlarge the scope of its activities. Minimum net worth of Rs.1 crore: SEBI guidelines stipulate that a minimum net worth of Rs.1 crore for authorization of merchant bankers. Non co-operation of issuing companies: Non co-operation of the issuing companies in timely allotment of securities and refund of application money is another problem faced by merchant bankers. Merchant Bankers Commission: Maximum :- 0.5% Project appraisal fees Lead Manager :- 0.5% up to Rs.25 crores - 0.2% more in excess of Rs.25 crores Underwriting fees Brokerage commission :- 1.5% Other expenses :-

- Advertising - Printing - Registrars expenses - Stamp duty 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.

Difference Between Commercial Banking & Merchant Banking:


COMMERCIAL BANKING
Deals with Debt & Debt related finance. Asset oriented. Generally avoid risks.

MERCHANT BANKING
Deals with Equity & Equity related finance. Management oriented. Willing to accept risks.

Difference Between Investment Banking & Merchant Banking:


INVESTMENT BANKING
Both fee-based and fund-based. Commit their own funds.

MERCHANT BANKING
Purely fee-based. Impossible to stay aloof from international trends.

BRIEF ANALYSIS OF SOME MERCHANT BANKS OF INDIA

SBI Bank of India ICICI Bank Ltd. Punjab National Bank Bank of Baroda Union Bank of India Kotak Mahindra Canara Bank IDBI BANK

SBI Merchant Banking Group is strongly positioned to offer perfect financial solutions to your business. We specialize in the arrangement of various forms of Foreign Currency Credits for Corporate. State Bank of India is the nation's largest bank. Tracing its roots back some 200 years to the British East India Company (and initially established as the Bank of Calcutta in 1806), the bank operates more than 13,500 branches and over 5,000 ATMs within India, where it also owns majority stakes in seven associate banks. State Bank of India has more than 50 offices in nearly 35 other countries, including multiple locations in the US (California), Canada, and Nigeria. The bank has other units devoted to capital markets, fund management, factoring and commercial services, and brokerage services. The Reserve Bank of India owns about 60% of State Bank of India. SBI being an Indian entity has no India exposure ceiling. Our Primary focus is On Indian Clients. SBIs seasoned Team of professionals provides you with Insightful credit Information and helps you Maximize the Value from the transaction. OUR PRODUCTS AND SERVICES Arranging External Commercial Borrowings (ECB) Arranging and participating in international loan syndication Loans backed by Export Credit Agencies Foreign currency loans under the FCNR (B) scheme Import Finance for Indian corporate

SBI CAPITAL MARKETS LIMITED (SBICAPS) is India's leading investment bank and project advisor, assisting domestic companys fund-mobilization efforts for last many years.

We began operations in August 1986 as a wholly owned subsidiary of the State Bank of India, which is the largest commercial bank in India. In January 1997, fresh equity shares were issued to Asian Development Bank (ADB) and ADB now holds 13.84% stake in the equity of SBICAPS. The distinguished parentage (with a 86.16% stake) together with the long standing association of an internationally renowned financial institution like the Asian Development Bank further enhances our image as a truly 'World Class Investment Bank'. Our Mission - To provide Credible, Professional and Customer Focused world-class investment banking services. Our Vision - To be the best India based Investment Bank. SBI Group: The largest commercial bank group in India Position in the domestic banking sector as on 31 March 2008: 15.44% of the aggregate deposits. 15.28 % of total advances. The only Indian Bank to find a place in the Fortune Global 500 List. First Indian Bank to take up merchant banking in 1986. SBI Capital Markets Limited: No. 1 in Asia Pacific for Project Advisory. Rating by Thomson Project Finance International. No. 1 in IPOs, managed 700+ issues (since 1989 source Prime Database). The only Indian Merchant Banker in the Global 10, Thomson Project Finance International 2007.

Pioneer in Privatization. Subsidiary: SBICAPS Ventures Ltd. SBICAP Securities Ltd. SBICAPS (UK) Ltd. SBICAP Trustee Company Ltd.

Associates Bank:State Bank of Bikaner & Jaipur State Bank of Hyderabad State Bank of Indore State Bank of Mysore State Bank of Saurashtra State Bank of Travancore SBI Capital Markets Ltd. SBICI Bank Ltd. SBI Factors & Comm. Services Ltd. SBI Funds Management (P) Ltd. SBI DFHI Ltd. SBI Life Insurance Co. Ltd SBI (California) Commercial Bank of India LLC

SBI International (Mauritius) Ltd. Indo-Nigerian Merchant Bank Nepal SBI Bank Limited

Key Personnel:Board of Directors


Shri O. P. Bhatt (Chairman)

Committee of Directors
Shri R. Sridharan (Chairman)

Audit Committee
Shri D. Sundaram (Chairman)

Management Team
Shri S. Vishvanathan (MD & CEO )

Dr. R. H. Patil

Dr. R. H. Patil

Shri R. Sridharan

Shri M. K. Nag (Executive Vice President)

Shri R. Sridharan Shri Bansi S. Mehta Smt. Bharati Rao Shri D. Sundaram Shri Ajay Sagar Dr. Swati A. Piramal Shri S. Vishvanathan (MD & CEO)

Shri S. Vishvanathan (MD & CEO)

Dr R. H. Patil

Promoters Share: -

Performance:-

Awards: Asia Pacific Bank of the Year Award 2009 for Leadership in Project Finance by Thomson Reuters (pfi) India Loan House 2009 for Leadership in Loan Syndication by Thomson Reuters (ifr Asia)

Asia Pacific Oil and Gas Deal of the Year 2009 for Cairn India by Thomson Reuters (pfi) African Power Deal of the Year 2009 for Morupule B by Thomson Reuters (pfi) Indian Power Deal of the Year 2009 for Sasan by Euromoney Indian Upstream Oil & Gas Deal of the Year 2009 for Cairn India by Euromoney Indian Road Deal of the year 2009 for Yamuna expressway by Euromoney Indian Telecom Deal of the Year 2009 for Aircel by Euromoney SAFA Best Presented Accounts Award 2008 Award for Excellence in Financial Reporting

SERVICES: Project Advisory & Structured Finance SBICAP has built a formidable presence in the area of Project Finance Advisory and Funds Syndication with several prestigious mandates in almost every sector of the industry to its credit. Our product portfolio includes: Project Appraisal Structured Finance and Syndication Infrastructure Project Advisory Securitisation Debt & Equity Syndication Capital Markets Capital Markets Group handles transactions in the capital markets space across multiple instrument structures. Our product and solutions bouquet includes:

Managing Initial Public Offerings and Follow-on Public offerings and Offers-forSale Managing Rights Offering, be it the traditional or the structured formats Qualified Institutional Placements Open offers, Buyback and Delisting of securities Offerings of convertible securities Public offering of Corporate structured bonds Arranging Private Equity to include growth capital, pre-IPO convertibles, private investments in public equity (PIPES), mezzanine debt and equity, and equity offerings completed as a private placement. Private placement of bonds Capital restructuring advisory services Advisory and arrangement services for products such as AIM Listing, Indian Depository Receipts, ADR/GDR and other off-shore equity or bond listing options

M&A and Advisory


The M & A product portfolio includes: Mergers & Acquisitions Private Equity Foreign Currency Convertible Bonds (FCCB) Corporate Advisory

Employees:41,871 Employee growth: 37.2%


You see, ICICI Bank is India's #2 bank (after State Bank of India), with more than 600 branches and 2,200 ATMs nationwide. ICICI's retail banking group offers lending and deposit services to small businesses and individuals. Larger businesses are served by the corporate banking group, which offers finance services and treasury products. ICICI's rural and government banking unit offers micro-loans and agricultural banking. Foreign operations, as well as services related to international trade finance and expatriate Indians, fall under the international banking group. Other ICICI offerings include online banking, asset management, and insurance. Key numbers for fiscal year ending March, 2008: Sale: $5,796.3M One year growth: 99.1% Net income: $524.1M Income growth: 167.4% ICICI Advice on Wide Varity of Product: Private Equity Financing Secondary sale transactions pre IPO deals

ICICI Securities Ltd is the largest equity house in the country providing end-to-end solutions (including web-based services) through the largest non-banking distribution channel so as to fulfil all the diverse needs of retail and corporate customers. ICICI Securities (I-Sec) has a dominant position in its core segments of its operations -

Corporate Finance including Equity Capital Markets Advisory Services, Institutional Equities, Retail and Financial Product Distribution. ICICI Securities Inc., the step-down wholly owned US subsidiary of the company is a member of the National Association of Securities Dealers, Inc. (NASD). As a result of this membership, ICICI Securities Inc. can engage in permitted activities in the U.S. securities markets. These activities include Dealing in Securities and Corporate Advisory Services in the United States and providing research and investment advice to US investors. is a SEBI Registered CAT-1 Merchant banker. ICICI Securities Inc. is also registered with the Financial Services Authority, UK (FSA) and the Monetary Authority of Singapore (MAS).

Board of Directors:ICICI Securities Limited.


Ms. Chanda Kochhar, (Chairperson)

ICICI Securities Holding Inc.


Ms. Anup Bagchi, (Chairman) Mr. A Murugappan Mr. Charanjit Attra Mr. Subir Saha Mr. Gopakumar P., (President)

ICICI Securities, Inc. Mr. Anup Bagchi, (Chairman) Mr. A Murugappan Mr. Charanjit Attra Mr. Subir Saha

Mr. Ketan Patel Mr. Narendra Murkumbi Mr. Uday Chitale Mr. Pravir Vohra Mr. Sonjoy Chatterjee Ms. Madhabi Puri-Buch, (Managing Director & CEO) Mr. A. Murugappan, (Executive Director) Mr. Anup Bagchi, (Executive Director)

Awards & Recognition

Institutional
ICICI Securities is awarded as the Best Investment Bank 2008 by Global Finance Magazine The Corporate Finance group also was awarded a runner-up Best Merchant Banker by Outlook Money in 2007. ICICI Securities (I-Sec) topped the Prime Database League Tables 2007 for money raised through IPOs/FPOs. The equities team was adjudged the 'Best Indian Brokerage House-2003' by Asiamoney.

Retail
ICICIdirect wins the prestigious Outlook Money - India's Best e-Brokerage House for 2009. ICICIdirect, the neighborhood financial superstore won the prestigious Franchise India `Service Retailer of the Year 2008 award. ICICIdirect wins the prestigious Outlook Money - India's Best e-Brokerage House for 2008. ICICIdirect been winning the prestigious Outlook Money - India's Best eBrokerage House for 2003-2004, 2004-2005, 2006-2007 and 2007-2008. ICICIdirect has also won the CNBC AWAAZ Consumer Award for the Most Preferred Brand of Financial Advisory Services. Best Broker - Web 18 Genius of the Web Awards 2007 Franchisor of the year award 2009 Retail concept of the year awards 2009

Technology
IDG India's CIO magazine has recognized ICICI Securities as a recipient of 2009 CIO 100 award Indian Bank's Association Business Technology Awards for Best Online Trading Platform in 2006 and 2007

Punjab National Bank (PNB) is one of India's largest nationalized banks with some 4,500 branches or service counters. The financial institution offers services in personal and corporate banking, including industrial, agricultural, and export finance, as well as international banking. Its personal lending services include loans for housing, autos, and education. PNB's diverse client list includes Indian conglomerates, small and mid-sized businesses, non-resident Indians, and multinational companies. The bank was established in Lahore in 1895 -- before the country was partitioned into India and Pakistan in 1947. Key numbers for fiscal year ending 2008: Sale: $2,315.0M Net income: $322.1M PNB's Financial Numbers

Sales $2.32 bil Profits $.28 bil Assets $24.12 bil Market Value $2.79 bil Employees 58,300

Bank of Baroda (BOB) was established on 20th July, 1908 in the princely state of Baroda by the great visionary, Sir Sayajirao Gaekwad III. The founder strongly believed that, "a bank of this nature would prove to be a beneficial agency for lending, transmission and deposit of money and a powerful factor in the development of art, industries and commerce of the state as also of adjoining territories". Unlike other state-owned bank, BOB could maintain its unique identity and established a strong national presence even before independence, to all corners of the country. The Bank was led by eminent personalities and great bankers like Shri V.D. Thakersey, Walchand Hirachand, R.D. Birla, N.M. Chokshi, M.G. Parikh and others. BOB was amongst the first few banks to venture overseas by opening a branch at Mombassa in 1953. Today it has significant international presence with a network of 72 offices in 25 countries. Bank of Baroda has 100 years of glorious performance and an uninterrupted profit record, serving generation after generation around the globe.

BOB Capital Markets Ltd. (BOBCAPS) is a wholly owned subsidiary of Bank of Baroda. BOBCAPS is one of the Investment Banking Companies in India and is a SEBI registered Category I Investment Banker. We are shortly commencing Broking/E-broking Business. BOBCAPS offers the entire spectrum of financial services that includes Initial Public Offerings, Private Placement of Debt, Corporate Restructuring, Business Valuation, Mergers & Acquisitions, Project Appraisal and Loan Syndication. BOBCAPS also undertakes advisory services on Securitisation and Structuring of Debts. Singular Strengths Patronage of Bank of Baroda Excellent association with Banks and Financial Institutions Good relationship with fellow market intermediaries Large client base consisting of blue chip and midcap companies Good rapport with regulatory authorities

Strengths Patronage of over 101 years old "Bank of Baroda" having more than 3000 branches across India and 70 branches overseas. Excellent rapport with the concerned regulatory authorities. Good liaison with Banks and Financial Institutions. Strong relationship with fellow Market Intermediaries. Strong pool of clients consisting of Blue chip and mid cap companies. Experienced & qualified professionals wholly devoted towards their key areas. Board of Directors Mr. J.S. Arora - Managing Director Mr. P.H.Ravi Kumar - Independent Director

Mr. N.Ramani - Nominee Director Mr. Raj Kumar Aggarwal - Independent Director Mr. Akshay M. Joshi - Whole Time Director Mr. S. Swaminathan - Whole Time Director

SERVICES: Investment Banking IPO / Rights Issue / FPO Mergers & Acquisition Private Placement of Debt / Equity Private Equity Advisory Corporate Advisory Services Project Appraisal / TEV Studies Debt Syndication Business Valuation Retail Broking Online Trading Call n Trade Applying IPOs Online Applying MFs Online

Institutional Broking

Institutional Equity Broking Services Equity Research F & O Dealing and Sales Mutual Fund Distribution BOB Capital Markets Ltd. (BOBCAPS), a wholly owned subsidiary of Bank of Baroda is into Mutual Fund Distribution and Advisory Services. As a distributor we are empanelled with 28 SEBI Registered Mutual Funds in India including SBI, UTI, Reliance, HDFC, Fidelity, and Franklin Templeton.

PERFORMANCE

Recent Offerings
Business Valuation

Business Valuation for a crossover M&A Deal

Project Appraisal and Valuation

Valuation of shares

Capital Issues - Equity


Lead Manager to the Initial Public Offering of Issue Size INR 750 Million

Lead Manager to the Lead Manager to the Rights Issue Size INR 180 Million

Capital Issues - Debt

Arranged Issue of NCDs on Private Placement Basis worth INR 3250 Million

Arranged Issue of NCDs on Private Placement basis worth INR 500 Million

Arranged the Issue of various Bond series for Tier I and Tier II capital requirements aggregating INR 20 Billion from 20072009

Mergers & Acquisitions

Advisor to the Takeover Deal.

Union Bank of India has been around for more than 88 years. The bank has earned a reputation for being techno-savvy--more than 600 branches of Bank are networked and powered with a centralized technology platform, the bank also manages close to 395 networked ATMs. Union Bank is a Public Sector Unit with 55.43% Share Capital held by the Government of India. The Bank came out with its Initial Public Offer (IPO) in August 20, 2002 and Follow on Public Offer in February 2006. Presently 44.57 % of Share Capital is presently held by Institutions, Individuals and Others.

Financial performance(as on 31st march 10)


The Banks Net Worth increased by 25.76% and stood at Rs. 8758 crore as on 31st March 10 as compared to Rs.6964 crore in the previous year. Net Profit Increased by 27.47% and stood at 594 crore as on 31st March 10 as compared to 466 crore crore in the previous year. Gross NPA level increased to Rs.2671 crore as on 31st March10 from Rs.1923 crore as on 31stMarch09.

Board of Directors SHRI M.V.NAIR (Chairman & Managing Director) Shri S.C.Kalia(Executive Director) SHRI S.Raman(Executive Director) Dr. Gulfam Mujibi(Part-time non-official Director) Shri B.M.Sharma(Chartered Accountant Director) SHRI N. SHANKAR (WORKMEN DIRECTOR)

Products and Services


Personal Banking (Accounts & Deposits,Retail Loans,Cards,Insurance & Investment,Demat) NRI Banking(Remittance, Savings & Deposits, Loan & Services, Payments) Corporate Banking(CMS, E-Tax, Insurance, Trade Finance, loans Syndication, MSME Banking) Internet Banking(Account Information,Transfer of Funds/Bills/Limits/Currency. Financial & Non Financial enquiries)

Awards:
The Bank was awarded the Gold Trophy and a certificate in the Elite Class for Excellence in Marketing & Brand Communication by Association of Business Communicators of India (ABCI) in March 2010. The award was given away by the Honble Governor of Maharastra, Shri K.Sankaranarayan. The Bank was awarded the prestigious Skoch Challenger Award 2009 for excellence in capacity building through innovative concept of Village Knowledge Centre as part of financial inclusion initiatives. The award was given away by Dr. C Rangarajan, Economic advisor to the Prime Minister As part of its global expansion initiatives, the Bank opened its 5 th overseas representative office in London, U.K. in April 2010. The Bank already has 4 representative Offices in Shanghai, Beijing in PRC, Abu Dhabi in UAE and Sydney, Australia. Besides the Bank has a full fledged overseas branch in Hong Kong. The Bank is the process of setting up a Rep Office in Toronto, Canada.

The Kotak Mahindra Group


Kotak Mahindra is one of India's leading financial conglomerates, offering complete financial solutions that encompass every sphere of life. From commercial banking, to stock broking, to mutual funds, to life insurance, to investment banking, the group caters to the financial needs of individuals and corporates. The group has a net worth of over Rs. 7,100 crore and has a distribution network of branches, franchisees, representative offices and satellite offices across cities and towns in India and offices in New York, London, San Francisco, Dubai, Mauritius and Singapore. The Group services around 6.5 million customer accounts. Since the inception of the erstwhile Kotak Mahindra Finance Limited in 1985, it has been a steady and confident journey leading to growth and success. Kotak Group Products & Services:

Senior Management: Mr. Uday S. Kotak (Executive Vice Chairman & Managing Director) Mr. Anand Mahindra (Vice-Chairman and Managing Director) Mr. C Jayaram (Executive Director) Mr. Dipak Gupta (Executive Director)

Dr. Shankar Acharya (Non-Executive Part-time Chairman) Mr. Shivaji Dam (managing director of Kotak Mahindra Old Mutual Life Insurance Limited) Mr. C. Jayaram ( Executive Director) Mr. Dipak Gupta ( Executive Director) Mr. Cyril Shroff (managing partner of the law firm)

Kotak Securities
Kotak Securities Ltd. 100 % subsidiary of Kotak Mahindra Bank is one of the oldest and largest broking firms in the Industry. A subsidiary of Kotak Mahindra bank. Reconstruction from a private company to a public limited company effective from June 13, 2003. Act as a lead manager to several (IPOs) & help in Client in accessing the public & private equity market. It is also a depository participant with National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL). Kotak Securities Limited has Rs. 2300 crore of Assets Under Management (AUM) as of 31st March, 2010. Large Presence: At present Kotak in 331 cities with 843 offices all over the country.

Services : stock broking through the branch and Internet, Investments in IPO, Mutual funds Portfolio management service, Currency Derivatives, Insurance.

Accolades :
UTI MF CNBC TV18 Financial Advisor Awards - Best Performing Equity Broker (National) for the year 09 Finance Asia Award (2009)-Best Brokerage Firm In India Best Brokerage Firm in India by Asiamoney in 2008, 2007 & 2006 Best Performing Equity Broker in India CNBC Financial Advisor Awards 2008 Avaya Customer Responsiveness Awards (2007 & 2006) in Financial Services Sector The Leading Equity House in India in Thomson Extel Surveys Awards for the year 2007 Euromoney Award (2007 & 2006) - Best Provider of Portfolio Management: Equities Euromoney Award (2005)-Best Equities House In India Finance Asia Award (2005)-Best Broker In India Finance Asia Award (2004)- India's best Equity House Prime Ranking Award (2003-04)- Largest Distributor of IPO's

CANRA BANK is also one of the leading merchant bankers in India, offering specialize services to banks, PSUs, and State owned corporation, Local statutory bodies, & corporate sector. It is SEBI register with CAT I Merchant banker to carry on issue management (public, right, private placement), Underwriting Consoltancy, Corporate advisory services. It have associated with issue ranging from 1 crore to 1500 crore, involving various types of industries, banks , statutory Bodies etc. & have an edge in handling Private Placement issue- Both Retail & HNIs. SPECTROM of Services: Equity Issue (Public/ Right) management. Debt Issue management. Private Placement Project appraisal

Monitoring agency assignments. Agriculture Consultancy Services Corporate Advisory Services Merger & Acquisition Share valuation & Buy back Assignment. IPO funding Security Trustee Services.

About
PROMOTERS/ACTIVITY The Company, a Subsidiary of Canara Bank was incorporated and accredited as a Primary Dealer (PD) in 1996 in the name of Gilt Securities Trading Corporation Limited. (GSTCL) with a paid-up capital of Rs.100 Crores. The Primary Dealer activity of the Company was taken over by the parent Bank in February, 2007 and the Company is focusing on capital market related activities mainly into equity broking and distribution of Financial Products. The name of the Company has been changed as Canara Bank Securities Ltd. (CBSL) in 2009. The On Line Trading (OLT) in Equity and FNO is a product added by CBSL to Financial Super Market of Canara Bank. This facilitates seamless trading in stock market by investor clients of the Bank at their comfort and convenience. PRINCIPAL OBJECTIVES To provide a viable and efficient institutional platform for competitive trading in equities.

To develop a Retail Equity market with broader investor base by offering enhanced trading facility to the equity instruments and hassle-free & speedy service using state of the art technology in the market. To create an active secondary market for Equities, assure prompt settlement, Liquidity to the instrument and transparency in dealing. To provide Trading Convenience by way of: Efficient and Speedy On-Line Service Prompt Settlement Transparency in operation

ORGANIATIONAL SETUP As per SEBI guidelines the Company has functional separation for. Trading (Front Office) Settlement accounting and Reconciliation(Back Office and Accounting)and Monitoring and Control (Middle Office) Similarly, there is a separation of transactions relating to Proprietary trads, Institutional accounts and Constituents accounts. The Company is Board managed. Day to day affairs are overseen by the Managing Director, assisted by the executives heading the departments and supported by competent and experienced staff, who are on deputation from Canara Bank. BOARD OF DIRECTORS Shri A C Mahajan - Chairman (Chairman and Managing Director of Canara Bank) Shri H S Upendra Kamath - Vice Chairman (Executive Director of Canara Bank)

Shri P N Murthy - Director (General Manager of Canara Bank) Shri D S Anandamurthy - Director (General Manager of Canara Bank) Shri D S R Murthy - Director (Chartered Accountant-with vast experience in Capital Market) Shri K Krishna Rai - Director (Retd Executive Director of Allahabad Bank) Shri K R Rao - Managing Director (Deputy General Manager of Canara Bank) BANKERS TO THE COMPANY Canara Bank AUDITORS TO THE COMPANY M/S Ghalla & Bhansali M/s A J Shah & Co. Mumbai (Internal Auditors) PRINCIPAL EXECUTIVES Shri K R Rao (Managing Director Shri N S Rao (General Manager ) Shri K Ganesh Kamath (General Manager ) )

COMPANY SECRETARY Shri S Mutthu

IDBI Capital Market Services Ltd., (IDBI Capital) is a wholly owned subsidiary of IDBI Bank Ltd and is a leading Investment Banking & Securities Company. IDBI Capital offers a full suite of products and services to Corporates, Institutional

and Individual clients. The range of services include : Investment Banking Capital Market Products Private Equity Corporate Advisory Services Mergers & Acquisitions Project Appraisals & Debt Syndication Stock Broking - Institutional & Retail Distribution of Financial Products Debt Placement and Underwriting Fund Management (Managing Clients' Assets-Pension/PF Fund Managers) Research Group

IDBI Capital is highly regarded for safety and trust and enjoys a credit rating of AAA by CARE for its medium-term borrowings and P1+ by ICRA for its shortterm borrowings.

Milestones
1995 March 1995 July 1996 October
Commenced Equity Broking on NSE CM segment Built agent Distribution Network across the country Commenced Debt Broking on NSE WDM segment

1996 December 1996 1998 April 1999 February 1999 November 2002 March 2000 June 2002 October 2004 June 2006 January

Started operations as a Depository Participant Started to act as Arranger to Privately Placed Bond issues Commenced operations as a Portfolio Manager Acquired membership of BSE, Mumbai Started operations as a Primary Dealer Achieved an outright secondary market turnover exceeding Rs.100000 crore in G-Secs Acquired Derivatives memberships of BSE and NSE Commenced trading in Interest Rate Swaps Commenced Merchant Banking & Corporate Advisory Services Launched the online investing portal www.idbipaisabuilder.in IDBI Capital bags CNBC TV18 'Best National Financial Advisor-Institutional' award. IDBI Capital ties up with Punjab National Bank and Bank of Rajasthan Bank. IDBI Capital ties up with Oriental Bank of Commerce IDBI Capital ties up with Karur Vysya Bank (KVB) IDBI Capital bags CNBC TV18's prestigious National Financial Advisor Award IDBI Capital ties up with Union Bank of India

2006 September 2006 September 2007 March 2007 May 2008 January 2008 March

Fund Management
IDBI Capital Market Services Ltd. (ICMS) is a leading Fund Manager in the country for Provident, Pension and Retirement Benefit Funds. The Company is a SEBI registered Portfolio Manager and manage its Clients assets under both discretionary and non-

discretionary mandates. These services are provided to various public and private sector undertakings and their provident, pension, retirement benefit and surplus funds. The Companys client base includes leading pension and provident funds in the country. IDBI capital has been advising institutions, banks and corporates for their investment in Debt, Mutual Funds and Equities over several years. Its services include managing Client Assets--Pension & Provident Funds, Surplus fund Management, Equity Portfolio Management and Mutual Fund Advisory. The funds have continuously yielded superior returns, which are significantly higher than the benchmark.

ISO Certification 9001:2000


Keeping in view the importance of standardized processes and service levels, the Company has gone in for ISO Certification for Fund Management, and is the only company to have done so in this sector. Being a public sector, the Company is also audited by Comptroller and Auditor General (CAG) office and follows transparent practices.

Regulatory Approval

IDBI Capital is a registered Portfolio Manager with Securities and Exchange Board of India (SEBI) since 1998 and is authorised to undertake Funds Management activities (Debt & Equity) for clients. These activities would be governed by Securities and Exchange Board of India (Portfolio Managers) Rules and Regulations, 1993. SEBI Regisration No. of IDBI Capital is INP000000209, valid till the year 2010.

Services:-

Retail Broking & Distribution


Online Investing IPO Distribution Capital Markets IPO / FPO / Right Issues TakeOver Buyback of Securities Qualified Institutional Placement Private Equity Investment Banking Financial Advisory Project Advisory Corporate Advisory Mergers & Acquistions Strategic Advisory Institutional Broking & Distribution Equity Sales & Dealing Equity Research Mutual Fund Sales & Dealing Mutual Fund Research

Present scenario of Indian Merchant Banking

U.S Stock Market Listings of Fast- Growing Indian Companies: An innovative financing Option New York, Feb 17 08 /PR Newswire/ Emissary Capital, LLC A merchant bank based in New York City and specializing in Indian Companies, is a pioneer firm leading the charge for Indian Companies to obtain stock market listings in the U.S and European investors in conjunction with a U.S public company with market listing. This turns a fast growing Indian company into U.S public company with the prestige and capability to raise money from U.S and European institutional investors. Focus on small and medium enterprises (SMEs). SMEs are dynamic force in India fall under this category. Indias strength in Information Technology sector is well known, but it is Indias fast growing manufacturing sector, driven by approximately three million SME`s in sectors ranging from auto components to industrial goods, that is rapidly India a leading global manufacturing hub. Debt Financing is not the answer for SME`s. There seems to an across the board consensus that Indian SME`s have not been able to fully tap their potential and keep pace with Indias growth because of their inability to access greater sources of financing. For vast majority of Indian SME`s, the high domestic interest rate regime (prime rate of 12.75% to 13.25%) continues to be a substantial hindrance. Furthermore, the ability to raise debt financing outside India (typically referred to as External Commercial Borrowings (ECBs) is strictly regulated by RBI. No IPO boom for Indian SMEs in Indian stock markets. The Indian stock markets including the BSE & NSE have essentially ignored robust Indian SMEs. The avg. size of Indian IPO rose to approximately $100 million in 2008-09. Meanwhile smaller Indian companies seeking to raise funds of less than that amount have found it increasingly difficult to raise funds through Indian Stock Markets listings. According to SEBI only 104 companies raised capital in the range of $2.5 million to $125 million in March 2007 fiscal year. No companies have raised money in the $1.25 million to $2.5 million range since April 2007. Finally, only 52 companies have been able to raise funds in the range of $2.5 million to $125 million in March 2008 fiscal year. There are few smaller Indian IPOs because Indian merchant bankers prefer to work on bigger IPOs that earn them bigger, as the work required for a small IPO compared to a large IPO

is relatively the same. Also the regional stock exchanges, where the majority of SMEs would list themselves if possible, face stiff competition from Indias two major stock exchanges BSE & NSE. Emissary Capital Ltd. Is a full service merchant banking firm which specializes in assisting fast growing Indian companies in obtaining financing and U.S stock market listings as well as identifying and advising on mergers & acquisitions transactions for such companies.

FOCUS OF THE STUDY


The main focus of the study would be on functioning of the Merchant Banking companies. The study would have information and details of Merchant Banking of public sector and private sector companies and then an analysis will be done on the collected information and finally a comparison between these two categories will be done. After comparison it would be find out which category has more growth potential in present scenario as well as in future.

CONCEPTUALIZATION OF THE STUDY


Amidst the swift changes sweeping the financial world, Merchant Banking has emerged as an indispensable financial advisory package. Merchant banking is a service-oriented function that transfers capital from those who own to those who can use it. They try to identify the needs of the investors & corporate sector & advice entrepreneurs what to do to be successful. New players are entering in this field day by day. Merchant Banking in India has a great demand over the globe. So many companies in India are trying their hands in this field. Some companies have built their strong image and some are still in process to leave their mark in the international market.

LITERATURE REVIEW

REVIEW OF EXISTING LITERATURE


There are no. of study Have Been done on mercent Banking. A Few of literature are Form of banking where the bank arranges credit financing, but does not hold the loans in its investment portfolio to maturity. A merchant bank invests its own capital in leveraged buyouts, corporate acquisitions, and other structured finance transactions. Merchant banking is a fee based business, where the bank assumes market risk but no long-term credit risk. A common form of banking in Europe, merchant banking is gaining acceptance in the United States, as more banks originate commercial

loans and then sell them to investors rather than hold the loans as portfolio investments. A banque d'affaire is a French merchant bank, which has more powers than its British counterpart. The Gramm-Leach-Bliley Act allows financial holding companies, a type of Bank Holding Company created by the act, to engage in merchant banking activities. Okay so you want to accept credit cards from your customers, and are interested in establishing a merchant account. Whether you own a brick-and-mortar retail store, mail order outlet, or internet shopping operation, there are a few things to consider when choosing a credit card processing provider. First of all, you should make a list of several providers that offer the features you want, and then compare the variable fees that may differ depending on the company you deal with. These fees include things like set-up, cancellation, and monthly minimum, and may be negotiable based on your unique circumstances. Once you have determined what your business will be charged for its merchant account, its often a good idea to do a few sample calculations to work out your total credit card processing costs during a good, bad, and average month. Finally, you should read and double-check the contract, including small print and detailed terms. Dont sign anything until you are confident that you understand all the fees, minimums, termination clauses, and other details. Its important to keep in mind that merchant account providers wont go over every single point with every single customer, and that it is ultimately your responsibility to read and understand the terms. Financial services firm India Infoline on Wednesday said its wholly owned subsidiary, India securities Pvt. Ltd, has received a category 1 merchant banking licence from the Securities and Exchange Board of India. This will enable the company to carry out the entire range of merchant banking activities ranging from public issue management to advisory services and underwriting of issues a company release said here.

Mr. Ajit Menon, Senior Vice President and Head-Investment Banking, India Infoline, said the company would provide focused corporate finance advisory for SME`s in the areas of mergers & acquisitions, pvt. equity placements, IPOs & high yield debt. We see specific opportunities in cross border M&A that would bring in strategic benefits and growth opportunities for companies in the SME sector and we are already seeing good traction in this area India Infoline expects a significant number of small and medium-sized companies to be turning to the capital markets and becoming involved in mergers and acquisitions. The leading investment banks are targeting the large companies and the small and medium-sized companies bracket is a good untapped growth opportunity. The company recently acquired Marchmont Capital Advisors Ltd and entered into an alliance with Marchmont International for exclusive services and non-compete in India.

Objective &Methodology

OBJECTIVES OF THE STUDY

To develop the ability to study the functioning of Merchant Banking in India & learn & apply multidisciplinary concepts, tools & techniques to solve vital problems.

To familiarize with the various services provided by Merchant Bankers.

To compare the public & private sector company engaged in providing merchant banking services on various grounds. To find out the growth potential of the Merchant Banking public & private sector companies.

RESEARCH METHODOLOGY
RESEARCH DESIGN: A research design is an arrangement of conditions for collection and analysis of data in a manner that aims to combine relevance to the research purpose with economy ion procedure.

A sample design is a definite plan for obtaining a sample from a given population. For carrying out my research work I would follow Exploratory cum Descriptive research design. Universe and Survey Population Sampling All the items under consideration in any field of inquiry constitute a universe or population. Here in this study universe and survey population sampling would be all the public & private sector companies of India engaged in Merchant Banking operations.

Sample Size Sample size would be 7-8 public & private sector merchant banking companies.

Methods of Data Collection


Primary Data usually consists of the data that are collected afresh for the first time and thus is original in character. Primary Data that used in the study Questionnaire In my Questionnaire There are 10 Questions

Secondary Data consists of data that is collected from some existing literature. It has been already analyzed by some one else earlier and is derived from that source. Secondary Data that used in the study are

Newspapers Websites Books Analysis Pattern Statistical Tools- graphs & charts Cross Tabulation Of Data

Data Presentation & Analysis

Analysis & Interpretation Q 1 Do you take any financial services from bank?
Sr. No. Take Financial Service Nos. Percentage

1 2

Yes No Total

36 44 80

45 55

GRAPH
Take Financial Service

45% 1 Yes 2 No 55%

Interpretation
Out of total respondents, 45% respondents have taken Financial Service and rest 55% respondents have not taken the Financial Service.

Q 2 Do you Know about Merchant Banking?


Sr. No. 1 2 Know about Merchant Yes No Total Nos. 32 48 80 Percentage 40 60

Know about Merchant


2 No, 60 60 50 40 30 20 10 0 Nos.

1 Yes, 40 1 Yes 2 No

Interpretation
Out of total respondents, 40% respondents Know about merchant banking and rest 60% respondents dont know about merchant banking.

Q 3 Are you satisfied with the services provided by your bank?


Sr. No. 1 2 Satisfied Yes No Total Nos. 35 45 80 Percentage 43.75 56.25 100

60 50 40 30 20 10 0

Percentage, 56.25 Percentage, 43.75 1 Yes 2 No

Percentage

Interpretation
Out of total respondents, 43.75% respondents Satisfied and rest 60% respondents dont Satisfied.

Q4 Are you satisfied with services offered by banks?


Sr. no 1 2 3 4 Bank ICICI SBI PNB BOI Percentage 20 35 20 15

Other

10

40 35 30 25 20 15 10 5 0 icici sbi pnb boi any other icici sbi pnb boi any other

Interpretation

Large no. of companies takes financial services from SBI.

Q 5 What is the position of Merchant Banking in Private Sector?


sr.no 1 2 3 Position Good Normal Bad Total Percentage 50 35 15 100

Position

Bad 3 15% Normal 2 35% Good 1 50%

1 Good 2 Normal 3 Bad

Interpretation
Out of total respondents, 50% respondents Say Good, 35% Say Normal and rest 15% respondents say bad.

Q 6 What is the position of Merchant Banking in Public Sector?


sr.no 1 2 3 Position Good Normal Bad Total Percentage 40 55 5 100

Position

5%

40%

1 Good 2 Normal 3 Bad

55%

Interpretation
Out of total respondents, 40% respondents Say Good, 55% Say Normal and rest 5% respondents say bad.

Q7 What type of security have you deposited/you will deposit with the banks ?

Sr.No. 1. 2.

Type of Security Bank Security (F.D.) Gold

Nos. 18 0

Percentage 22.5 0

3. 4.

Land Papers Third person security Total:

50 12 80

62.5 15 100

Q 8 Are you satisfied by Security margin of bank?


Sr.No. 1. 2. Satisfaction by Security Margin Yes No Total: Nos. 64 16 80 Percentage 80 20 100

Interpretation Out of total respondents, 80% respondents Satisfied and rest 20% respondents dont Satisfied.

Q 9 Are you satisfied with timely services provide by banks?


Sr. No. 1 2 Depends on M.B Yes No Total Nos. 56 24 80 Percentage 70 30 100

Depends on M.B

56 1 Yes 2 No 1 Yes 24 2 No

Nos.

Interpretation
Out of total respondents, 75% respondents Say that They are timely heared and rest 25% say that They are not timely served by merchant banking.

Q10 Will it differ from investment banks?

Sr. No. 1 2

Difference Yes No Total

Nos. 60 20 80

Percentage 75 25 100

Interpretation
Out of total respondents,75% respondents Think that It is differ and rest 25% respondents dont Think so.

COMPARISION BETWEEN PUBLIC & PRIVATE SECTORS

Public Sector is the pioneer in providing Merchant Banking services in India. But due to liberalization of economy the scenario has changed many private Merchant Banking companies have entered in the industry since then. Public sector merchant banking companies facing stiff competition from the private sector companies. Market Share Public Sector= 66% Private Sector= 34%

70% 60% 50% 40% 30% 20% 10% 0%

Series1

public sector

private sector

Findings & Conclusions

Conclusion

Longstanding client relationships

Strong positions in high-growth client and product niches.

Multiple revenue growth initiatives are in place with detailed and concrete action plans, and with rigorous follow-up mechanisms. Growth is controlled by a sound Risk Management System and disciplined cost management.

Small & Medium scale enterprises SMEs need immediate attention from merchant bankers to get access to finance. SMEs are facing stiff competition from large scale companies.

LIMITATIONS OF THE STUDY


Due to paucity of time only limited information can be collected.

There can be a possibility of individual biasness on the part of respondents.

Study would be confined to only 7-8 public & private sector merchant banking companies. Sample size to be taken may not be the true representative of the population.

Chapter 6

BIBLIGRAPHY
i.

NOTES

ii. iii. iv.

RESEARCH METHODOLOGY BY C.R. KOTHARI Financial Institutions & Market By Shashi K. Gupta, Nisha Aggarwal INTERNET www.google.com/news www.answer.com www.emissarycapital.com
www.wikipedia.com www.sebi.gov.in http://unionbankofindia.co.in http://www.asialaw.com/Article/1988860/Merchant-Banking.html http://www.icicisecurities.com http://www.sbicaps.com http://www.bobcapitalmarkets.com http://www.pnbindia.in/subsidiaries http://www.kotaksecurities.com http://www.canmoney.in

Questionnaire
Respondents Profile Name :_______________

Age Gender

:_______________ :_______________

Occupation :_______________

1. Do you take any financial services from bank? (a) Yes ( ) (b) NO ( )

2. Do you know about Merchant Banking? (a) Yes ( ) (b) No ( )

3. Are you satisfied with the services provided by your bank? (a) Yes ( ) (b) No ( )

4. Which bank provide you maximum services? (a) ICICI (c) PNB ( ( ) ) (b) SBI (d) BOI ( ( ) )

(e) OTHER(specify) 5. What is the position of Merchant Banking in Private Sector? (a) Good (c) Bad ( ( ) ) (b) Normal ( )

6. What is the position of Merchant Banking in Public Sector? (a) Good (c) Bad ( ( ) ) (b) Normal ( )

7. What type of security have you deposited/you will deposit with the banks (a)Bank security (c) Land paper ( ) ( ) (b) Gold ( ) (d) Third party security ( )

8. Are you satisfied by Security margin of bank? (a) Yes ( ) (b) No ( )

9. Non-financial institution depends on merchant banking. Are you satisfied? (a) Yes ( ) (b) No ( )

10. Will it differ from investment banks? (a) Yes ( ) (b) No ( )

APPENDIX-1
List of All Merchant Bankers Registered with SEBI
A.K. CAPITAL SERVICES LTD ALLAHABAD BANK ALLBANK FINANCE LTD.

ALMONDZ GLOBAL SECURITIES LTD (FORMERLY ALLIANZ SECURITIES LTD) AMBIT CORPORATE FINANCE PRIVATE LTD ANAND RATHI FINANCIAL SERVICES LIMITED (FORMERLY ANAND RATHI SECURITIES PVT LTD) ANDHRA BANK ANTIQUE CAPITAL MARKETS PVT. LTD. ARIHANT CAPITAL MARKETS LTD ARYAMAN FINANCIAL SERVICES LIMITED ASHIKA CAPITAL LTD ASIT C. MEHTA INVESTMENT INTERRMEDIATES LTD ATHERSTONE CAPITAL MARKETS LTD AVENDUS CAPITAL PVT. LTD. BNP PARIBAS BOB CAPITAL MARKETS LTD BRICS SECURITIES LTD CALYON BANK (FORMERLY CREDIT AGRICOLE INDOSUEZ) CENTRUM CAPITAL LIMITED (FORMERLY CENTRUM FINANCE LTD) COMFORT SECURITIES PVT LTD CORPORATE PROFESSIONALS CAPITAL PVT. LTD. CORPORATE STRATEGIC ALLIANZ PVT LTD D & A FINANCIAL SERVICES PVT. LTD. DAIWA SECURITIES SMBC INDIA PVT LTD CREDIT SUISSE SECURITIES (INDIA) PVT LTD DALMIA SECURITIES PVT. LTD. DARASHAW & COMPANY PRIVATE LTD (FORMERLY BADAR FINANC DBS BANK LTD EDELWEISS CAPITAL LTD ELARA CAPITAL (INDIA) PRIVATE LIMITED EMKAY SHARE AND STOCK BROKERS LTD EQUIRUS CAPITAL (P) LTD ESCORTS SECURITIES LTD FIRSTCALL INDIA EQUITY ADVISORS PVT. LTD. FORTRESS CAPITAL MANAGEMENT SERVICES PVT LTD FORTUNE FINANCIAL SERVICES (INDIA) LTD GSFS CAPITAL & SECURITIES LTD HDFC BANK LTD IDBI BANK LTD.(FORMERLY INDUSTRIAL DEVELOPMENT BANK OF INDIA) IDBI CAPITAL MARKET SERVICES LTD IDFC-SSKI LTD. IMPERIAL CORPORATE FINANCE & SERVICES PVT LTD IND GLOBAL CORPORATE FINANCE PVT LTD INDIA CAPITAL MARKETS PRIVATE LIMITED INDIA INFOLINE LTD.(FORMERLY INDIA INFOLINE SECURITIES PVT LTD) INDIABULLS SECURITIES LIMITED (FORMERLY ORBIS SEC LTD)

INDUSIND BANK LTD INFRASTRUCTURE DEVELOPMENT FINANCE COMPA ING VYSYA BANK LTD. (ERSTWHILE THE VYSYA BANK LTD.) INTEGRATED ENTERPRISES (INDIA) LTD (INTEGRATED ADVISORY SERV INTENSIVE FISCAL SERVICES PVT LTD INTER CORPORATE FINANCIERS & CONSULTANTS LTD. JEFFERIES INDIA PRIVATE LIMITED KARN MERCHANT BANKERS LTD. KARVY INVESTOR SERVICES LTD KEYNOTE CORPORATE SERVICES LTD KHANDWALA INTEGRATED FINANCIAL SERVICES PVT LTD KHANDWALA SECURITIES LTD LAZARD INDIA PRIVATE LTD ( LAZARD CREDIT CAPITAL LTD.) LKP SECURITIES LTD (FORMERLY LKP SHARES AND SECURITIES LTD) LODHA CAPITAL MARKETS LTD LSI FINANCIAL SERVICES PVT. LTD. MACQUARIE INDIA ADVISORY SERVICES PVT LTD MAPE ADVISORY GROUP PVT LTD MASTER CAPITAL SERVICES LTD MEGHRAJ SP CORPORATE FINANCE (PVT) LTD MONEY MATTERS INVESTMENT ADVISORS PRIVATE LIMITED MOTILAL OSWAL INVESTMENT ADVISORS PVT. LTD. MPA FINANCIAL SERVICES LIMITED MUNOTH FINANCIAL SERVICES LTD N M ROTHSCHILD AND SONS (INDIA) PVT LTD NETWORTH STOCK BROKING LTD. NIRBHAY CAPITAL SERVICES PVT LTD NOMURA FINANCIAL ADVISORY AND SECURITIES (INDIA) PVT. LTD. NORTHBRIDGE CAPITAL LIMITED ORIENTAL BANK OF COMMERCE PADMAKSHI FINANCIAL SERVICES LIMITED PIONEER INVESTCO PL CAPITAL MARKETS PVT LTD PNB GILTS LIMITED PNR SECURITIES LTD PRIME SECURITIES LTD PUNEET ADVISORY SERVICES PVT LTD R R FINANCIAL CONSULTANTS LTD RABO INDIA SECURITIES PRIVATE LIMITED REAL GROWTH SECURITIES PVT. LTD. RELIGARE CAPITAL MARKETS LIMITED SAFFRON CAPITAL ADVISORS PVT LTD SAL SECURITIES PVT. LTD. SICOM LTD SMC CAPITALS LIMITED

SOBHAGYA CAPITAL OPTIONS LTD. SOCIETE GENERALE SPA MERCHANT BANKERS LIMITED SPARK CAPITAL ADVISORS (INDIA) PVT LTD SREI CAPITAL MARKETS LTD STANDARD CHARTERED-STCI CAPITAL MARKETS LIMITED STCI PRIMARY DEALER LIMITED SUMEDHA FISCAL SERVICES LTD TAIB CAPITAL CORPORATION LIMITED TAMILNAD MERCANTILE BANK LTD THE CATHOLIC SYRIAN BANK LTD TRUST INVESTMENT ADVISORS PVT LTD ULJK SECURITIES PVT. LTD. UNION BANK OF INDIA UNITED BANK OF INDIA VALUE LINE ADVISORS PVT LTD.(FORMERLY S B & T FINANCE PRIVATE LTD) VC CORPORATE ADVISORS PVT. LTD. (FORMERLY ECCENTRIC CAPITAL PVT LTD.) VCK CAPITAL MARKET SERVICES LTD. AXIS BANK LTD.(FORMERLY UTI BANK LTD.) BAJAJ CAPITAL LTD TATA CAPITAL MARKETS LTD ICICI BANK LTD (private) ICICI SECURITIES LTD RELIANCE SECURITIES LIMITED KOTAK MAHINDRA CAPITAL COMPANY LTD YES BANK LTD. BANK OF AMERICA, N.A MORGAN STANLEY INDIA COMPANY PVT LTD DEUTSCHE BANK & DEUTSCHE EQUITIES INDIA PRIVATE LIMITED BARCLAYS BANK PLC BARCLAYS SECURITIES (INDIA) PVT. LTD. CITIGROUP GLOBAL MARKETS INDIA PVT. LTD. DSP MERRILL LYNCH LTD FEDEX SECURITIES LTD GOLDMAN SACHS(INDIA) SECURITIES PVT. LTD. J P MORGAN INDIA PVT. LIMITED SBI CAPITAL MARKETS LTD BANK OF MAHARASHTRA IFCI FINANCIAL SERVICES LTD KARUR VYSYA BANK LTD, PUNJAB NATIONAL BANK STATE BANK OF BIKANER AND JAIPUR

MERCHANT BANKING PLAYERS IN INDIA

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