Merchant Banking in India

MERCHANT BANKING IN INDIA
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 of “Liberalization, 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 resources raising functions remains to be the primary business of a merchant banker. The primary market holds the key to rapid capital formation, growth in industrial productions and exports. There has to be accountability to the end use of funds raised from the market. The increase in the number of issues and amount raised the number of merchant bankers. Therefore, the field became highly competitive market where it requires a specialized skill in handling the situation. The merchant bankers have a social responsibility to in building an industrial structure in India.

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Merchant Banking in India

Merchant bankers assist corporate 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 Projects scrutinize & persuade merger proposals. In BRITAIN merchant bankers & investment bankers are synonymous. In the U.S., Merchant bank means as investment bank which is wellequipped to handle multinational corporations. In INDIA merchant bankers 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.

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Merchant Banking in India

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. According to Cox, D. merchant banking is defined as, “merchant banks are the financial institutions providing specialist services which generally include the acceptance of bills of exchange, corporate finance, portfolio management and other banking services”. The Notification of the Ministry of Finance defines a merchant banker as, “any person who is engaged in the business of issue management either by making arrangements regarding selling, buying or subscribing to securities as manager, consultant, advisor or rendering corporate advisory service in relation to such issue management”. In short, merchant bankers assist in raising capital and advice on related issues.

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BENGAL) HABIB & SONS which is now HABIB BANK (founded in 1941. These were the organized merchant bankers in recent history of INDIA. portfolio managers. merger and acquisition advice (international or domestic). on mortgage of lands. Merchant Banking is an activity that includes corporate finance activities. negotiating agents for mergers. village merchants (maharanis). takeovers etc. acting as registrars and share transfer agents. Later. Merchant Banking in India – Historical Perspective: Till 18th century moneylenders. debenture trustees. They gave loans on mutual trust. ornaments & other property. & saucers performed the function of banks & merchant banks. such as advice on complex financings. 4 . and at times direct equity investments in corporations by the banks. Over a period they extended their activities to domestic business of syndication of long term and short term finance. the merchants assisted the Government of under developed countries in raising long – terms through floatation of bonds in London money market. They also issued & discounted bills of exchange (handiest) & bank draft. moneychangers. now is in PAKISTAN).Merchant Banking in India History and Origin of Merchant Banking In India ORIGIN Merchant banking originated through the entering of London merchants in foreign trade through acceptance of bill. underwriting of new issues. JAGAT SHETH (1720-1773AD.

The reason that businesses should develop a working relationship with a merchant bank is that they have more money than venture capitalists.Merchant Banking in India Merchant banks are private financial institution. Thousands of monks lost their lives. they take far greater risks than traditional banks. Their secondary income sources are consulting. the Order became immensely wealthy controlling and funding the trade between the Middle East and Western Europe. They foolishly loaned money to the French Government. The last major failure was Barings Bank (1992). Anyone considering dealing with any merchant bank should investigate the bank and its managers before seeking their help. scores of venture capital firms failed. To avoid repaying the money. you should know something of their history. but France balanced its budget. King Louie had the Pope declare the Order heretics. It is rare for a merchant bank to fail. Their advice tends to be more pragmatic than venture capitalists. Because they do not invest against collateral. Their primary sources of income are PIPE financings and international trade. Because they are private. After the Crusades. It failed because of unsupervised trading of copper futures contracts and buybacks. they are not regulated. The 5 . Mergers & Acquisitions help and financial market speculation. Modern merchant banking started in Italy during the 7th Century. The greatest merchant bank failure in history was the Knights Templar. When the Dot Com Bubble burst in 2001. To understand Merchant Banks. do not take money from the public and are international in scope.

the national government accepts the risk through government crop insurance. In the case of Italy and then Germany. 6 . As the British Empire expanded in the 18th and 19th Centuries. The hallmarks of these merchant bank boutiques are that they typically charge fees payable in cash and/or the client's stock for each service rendered. In most countries today. merchant banks prospered in London. wheat was the product. Today. North American merchant banks have taken the form of "boutiques"whereby. They accepted the risk of crop failure. This period saw the rise of such merchant banks as Schroders. Such skills are inherently entrepreneurial. managerial. each offers its own specialized services. Since the 18th century. The basic financing structure was the advance payment for goods by merchant bankers at a great discount to the delivery value of those goods. the role of the merchant banker has been considerably broadened to include a composite of modern day skills. Warburgs or Rothschilds. Amsterdam benefited from the trade created by the Dutch East Indian Company. They profited when they sold the wheat. financial and transactional. You can find a merchant bank that meets any reasonable set of needs. merchant bankers funded Canada’s Hudson Bay Company. For instance.Merchant Banking in India banking practices evolved from the financing structure of the Silk Road Trading that predates the Roman Empire. The merchant banks purchased the wheat soon after planting.

Indian banks started banking services as a part of multiple services they offered to clients from 1972. Some of them have equity stake of foreign merchant bankers. raising funds through borrowing and issuing equity. It provides management consulting services as well. Commercial banks and foreign development finance institutions have organized them through formation of division. State bank of India started the merchant banking division in 1972. In the initial years the objective was to render corporate advice and assistance to small and medium entrepreneurs. 7 . production planning. nationalized banks have formed subsidiaries companies and share brokers and consultancies constituted themselves into public ltd. RBI issued its first merchant banking license to grind lays started with management of capital issues. Co. Citibank setup its merchant banking division in 1970. companies. or registered themselves as private ltd.Merchant Banking in India Merchant Banking in India – Post Independence: In 1967. Merchant banking activities are organized and undertaken in several forms. evaluating new projects. system design and also market research. its scope includes assisting new entrepreneur.

though this may be a joint effort with the company and managed by the merchant bank. The merchant bank files all the paperwork required with the various market authorities. with one being the lead underwriter. A merchant bank does not have retail offices where one can go and open a savings or checking account. For really large stock offerings. or in the business of wholesale banking. and the timing of the release of this new stock. the price at which the stock will be issued. The most familiar role of the merchant bank is stock underwriting. and stock underwriting. This is because merchant banks tend to deal primarily with other merchant banks and other large financial institutions. A large company that wishes to raise money from investors through the stock market can hire a merchant bank to implement and underwrite the process. 8 . The merchant bank determines the number of stocks to be issued. several merchant banks may work together. A merchant bank is sometimes said to be a wholesale bank.Merchant Banking in India Merchant Bank A merchant bank deals with the commercial banking needs of international finance. long term company loans. and is also frequently responsible for marketing the new stock.

Many of the largest banks have both a retail division and a merchant bank division. as there is very little similarity between retail banking and what goes on in a merchant bank. most people reading this article are unlikely ever to visit or deal directly with a merchant bank. 9 . Merchant banks operate behind the scenes and away from the spotlight. The divisions are generally very separate entities.Merchant Banking in India By limiting their scope to the needs of large companies. merchant banks can focus their knowledge and be of specific use to such clients. Although your life is probably affected every day in some way by decisions made in a merchant bank. Some merchant banks specialize in a single area. such as underwriting or international finance.

the need of merchant banking institutions is felt in the wake of huge public savings lying still untapped. all the commercial banks in nationalized and public sector as well as in private sector including the foreign banks in India have opened their merchant banking windows and are competing in this field. All Indian financial institutions and experienced resources constraint to meet the ever increasing demands for funds from the corporate sector enterprises. With the growing demand for funds there was pressure on capital market that enthused the commercial banks. There has been a mushroom growth of financial consultancy firms and broker firms doing advisory functions as well as managing public issues in syndication with other merchant bankers.Merchant Banking in India Importance and Need of merchant banking Important reason for the growth of merchant banking has been developmental activity throughout the country. exerting excess demand on the sources of funds for ever expanding industry and trade. leaving a widening gap under bridged between the supply and demand of inventible funds. thus. In the circumstances corporate sector had the only alternative to avail of the capital market services for meeting their long-term financial requirements through capital issues of equity and debentures. Merchant banks can play highly significant role in mobilizing funds of savers to investible channels assuring promising return on investments and thus can 10 . With the result. Notwithstanding the above facts. share brokers and financial consultant firms to enter into the field of merchant banking and share the growing capital markets.

Merchant bankers advise the investors of the incentives available in the form of tax relief’s. updated information and knowledge. Merchant bankers. undertaking expansion/modernization/diversification of the existing enterprises. provide this service to the corporate units and advise them on such requirements to be complied with for raising funds from the capital market under different enactments viz. Securities Contracts (Regulation) Act and various other corporate laws and regulations.Merchant Banking in India help in meeting the widening demand for investible funds for economic activity. guidelines and offshoot press release instructions brought out by the government from time to time imposing statutory obligations upon the corporate sector to comply with all those requirements prescribed therein. Companies Act. other statutory 11 . Foreign Exchange Regulation Act. This is evidenced from the increasing amount raised form the capital market by the corporate enterprises year after year. rules and regulations. This reinforces the need for a vigorous role to be played by merchant banks. Merchant banks have been procuring impressive support from capital market for the corporate sector for financing their projects. Income-tax Act. the need of skilled agency existed which could provide counseling in these matters in a package form. In view of multitude of enactments. With the growth of merchant banking profession corporate enterprises in both public and private sectors would be able to raise required amount of funds annually from the capital market to meet the growing requirements for funds for establishing new enterprises. with their skills.

The nature of merchant banking services is development oriented and promotional to help the industry and trade to grow and survive. He is always awake to renew his skills.Merchant Banking in India relaxations. diversifications. regulations and politics affecting business conditions frequently change. dedicated to achieve this objective through his dynamism. Role of Merchant Banker The role of merchant banker is dynamic in the wake of diverse nature of merchant banking services. 12 . modernizations or replacements of existing plant and machinery or other equipments putting new demands for finances and necessitating overhauling of the capital structure of the firms. where science and technology create new innovations in production processes of industries envisaging immediate renovations. good return on investment and capital appreciation in such investment to motivate them to invest their savings in securities of the corporate sector. Merchant banker is. develop expertise in new areas so as to equip himself with the knowledge and techniques to deal with emerging new problems of corporate business world. He has to keep pace with the changing environment where government rules. therefore. Merchant banker has to think and devise new instruments of financing industrial projects. He has to assume wider responsibilities of saving industrial units from going sick and guiding industries to be setup in industrially backward areas to eliminate regional imbalances in industrial development of the country. Merchant banker’s dynamism lies in promptly attending to the corporate problems and suggest ways and means to solve it.

a challenging task and to meet these challenges merchant bankers will have to be more vigorous and strategic in playing their role. merchant bankers have very significant role to play tuning their activities to the requirements of the growth pattern of the corporate sector. He has to watch the interest and win over the confidence of the government. the industry and the economy as a whole which is. in it. In the days ahead. its agencies. To discharge the above role. They will have also to adopt new ways and means in discharging their role. the investors and the whole community. along with the entrepreneurs. He must bridge the communication gap between different sections and resolve the problem being faced in different areas concerned with the business world. 13 .Merchant Banking in India He has to guide the wider section of the community possessing surplus money to invest in corporate securities and other productive investment channels. a merchant banker has to be dynamic. He has to help the industry in different forms to ensure that it runs risk free and devoid of uncertainty by assisting the promoters with his knowledge and skills to resolve the problems being faced by them.

The main service offered at that time to the corporate enterprises by the merchant banks included the management of public issues and some aspects of financial consultancy.Bank of Baroda. Standard Chartered Bank and Mercantile Bank in 1978 and United Bank of India. Punjab National Bank. In the initial years the SBI’s objective was to render corporate advice and assistance to small and medium entrepreneurs. Consequent to the recommendations of Banking Commission in 1972. Citibank set up its merchant banking division in 1970.Merchant Banking in India The growth of Merchant banking in India Formal merchant activity in India was originated in 1969 with the merchant banking division setup by the Grindlays Bank. Management consultancy services were also offered. United Commercial Bank. The commercial banks that followed State Bank of India were Central Bank of India. Merchant bankers are permitted to carry on activities of primary dealers in government securities.The division took up the task of assisting new entrepreneurs and existing units in the evaluation of new projects and raising funds through borrowing and equity issues. that Indian banks should offer merchant banking services as part of the multiple services they could provide their clients. the largest foreign bank in the country. Following Grindlays Bank. Bank of India and Syndicate Bank in 1977. State Bank of India started the Merchant Banking Division in 1972. Canara Bank and 14 .

Some firms are also organized by financial and technical consultants and professionals. ICICI started merchant banking activities in 1973 followed by IFCI (1986) and IDBI (1991). subsidiary companies established by bankers like SBI. Canara Bank. Punjab National Bank. Among the development banks. Most of the financial institutions in India are in public sector and therefore such setup plays a role on the lines of government priorities and policies. etc.Merchant Banking in India Indian Overseas Bank in late ‘70s and early ‘80s. From the point of organizational setup India’s merchant banking organizations can be categorized into four groups on the basis of their linkage with parent activity. Each category is authorized to perform certain functions. Bank of India. Organizational setup of merchant bankers in India In India a common organizational setup of merchant bankers to operate is in the form of divisions of Indian and foreign banks and financial institutions. 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. (B) Banker Base 15 . Securities and Exchange Board of India has divided the merchant bankers into four categories based on their capital adequacy.

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. The parent banks are either nationalized commercial bank or the foreign banks operating in India.Merchant Banking in India These merchant bankers function as division/subsidiary of banking organization. Private sector merchant banking firms have come up either as the sole proprietorship or public limited companies. These brokers undertake merchant banking related operations also like providing investment and portfolio management services. (C) Broker Base In the recent past there has been an inflow of qualified and professionally skilled brokers in various stock exchanges of India. 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. These organizations have brought professionalism in merchant banking sector and they help their parent organization to make a presence in capital market. (D) Private Base These merchant banking firms are originated in private sector. 16 .

17 . SBI caps. Merchant Banks are generally setup as subsidiary companies of banks (Public or Private). Capital adequacy. 2. profitability. 1992 does not prescribe any specific form of business organization to carry on the activities as merchant banker.Merchant Banking in India Requirements for setting up a merchant banking outfit 1. For example. Co-operative Society Generally it is preferred that the Merchant Banking outfit be a registered company. Formation of the Business Organization SEBI act. Corporate Enterprises e. Hindu Undivided Family (HUF) d. the types of organizations are listed below: a. Partnership firm c. ICICI Securities etc. growth opportunities and current market size are some of the factors which need to be looked into. Sole proprietorship b. However. Adoption of a viable business plan All the basic tests required to find out whether the business to be undertaken is viable or not are also applicable to a Merchant Banking setup.

portfolio manager. tie-up of financiers and final allotment and refund of the subscription. portfolio manager. underwriter. Category IV. Category III. consultant. Registration of Merchant Bankers a. Application for grant of certificate An application for grant of a certificate needs to be made to SEBI . • • To carry on the activity as underwriter or portfolio manager a separate certificate of registration needs to be obtained from SEBI. that is – (i) to carry on any activity of the issue management. determining financial structure. co. 18 . consultant to an issue. and (ii) to act as adviser. underwriter. • Category II. that is. that is to act as underwriter. manager. to act as adviser.manager. that is to act only as adviser or consultant to an issue.Merchant Banking in India 3. adviser. consultant. The application can be made for any one of the following categories of the merchant banker namely:• Category I. which will inter-alia consist of preparation of prospectus and other information relating to the issue.

d. namely: • 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 to act as a Primary or Satellite dealer may carry on such activity subject to the condition that it shall not accept or hold public deposit • 19 . Furnishing of information. which are relevant to the activities relating to merchant banker and in particular the applicant complies with the following requirements. otherwise it may be rejected. c. all matters. 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 application. Application to conform to the requirements The application should conform to all the requirements under the SEBI guidelines. The applicant or its principal officer may appear before the Board for personal representation. Consideration of application The Board shall take into account for considering the grant of a certificate.Merchant Banking in India b.

The networth shall be as follows. 5. 00. 000 Rs. Category Category I Category II Category III Category IV • Minimum Amount Rs. director or principal officer is not involved in any litigation connected 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 20 . 20. 00.Merchant Banking in India • the applicant has the necessary infrastructure like adequate office space. 000 Rs. equipments. and manpower to effectively discharge his activities the applicant has in his employment minimum of two persons who have the experience to conduct the business of the merchant banker • • a person directly or indirectly connected with the applicant has not been granted registration by the Board. 000 Nil the applicant. 00. 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. 50. his partner. 00.

Procedure for Registration The Board on being satisfied that the applicant is eligible shall grant a certificate. law or business management grant of certificate to the applicant is in the interest of investors. The Merchant Bank can commence business on acquisition of a Certificate of Registration from the SEBI after completion of the above mentioned formalities. On the grant of a certificate the applicant shall be liable to pay the fees as prescribed.Merchant Banking in India • the applicant has the professional qualification from an institution recognised by the Government in finance. 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. 21 . whereupon the merchant banker shall cease to carry on any activity as a merchant banker for the period during which the suspension subsists. f. Where a merchant banker fails to pay the Annual fees as provided in Schedule II. • e. the Board may suspend the registration certificate.

provide standby assistance. civil body. They also provide services to the finance housing schemes for the construction of houses and buying of land. municipality. 22 . 4. To carry on the business of merchant banking. society. securities and all kinds of investments issued. public authority established in India.Merchant Banking in India Main Objectives Of Merchant Bankers Merchant bankers render their specialized assistance in achieving the main objectives which are presented below: 1. 3. 2. corporation. to be issued or guaranteed by any company. underwrite. government. 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. firm. manage advice. trust person. Merchant banker’s another objective is to set up and provide services for the venture capital technology funds. assist in the capital formation.

They render the services like foreign exchange dealer. records and submit half yearly/annual financial statements to the SEBI within stipulated period of time. money exchange. and authorized dealer and to buy and sell foreign exchange in all lawful ways in compliance with the relevant laws of India. 6. They will invest in buying and selling of transfers. securities and properties of any other company. 4. Every merchant banker must submit himself to the inspection by SEBI when required for and submit all the records. Merchant banker should maintain proper books of accounts. 1. No merchant banker should associate with another merchant banker who is not registered in SEBI. 2. Merchant bankers should not enter into any transactions on the basis of unpublished information available to them in the course of their professional assignment. 23 . debentures.Merchant Banking in India 5. 3. stocks. hypothecate and deal with dispose of shares. Obligations and Responsibilites Merchant bankers have the following obligations and responsibilities.

Merchant Banking in India

5. Every merchant banker must disclose information to the SEBI when it requires any information from them. 6. All merchant bankers must abide by the code of conduct prescribed for them. 7. Every merchant banker who acts as lead manager must enter into an agreement with the issuer setting out mutual rights, liabilities, obligations, relating to such issues with particular reference to disclosures allotment, refund etc.

Code of Conduct
According to the 13 Regulation of the SEBI of 1992 (Merchant bankers), every merchant banker should comply with following codes of conduct. They are: a) The merchant banker must observe high integrity and fairness in all his dealings. b) He shall render at all times high standard of services, exercise due diligence, exercise independent professional judgement. c) If necessary, he must disclose to his clients the possible source of conflict of duties and interests.

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Merchant Banking in India

d) The merchant banker should not indulge in unfair practice or unfair competition with other merchant bankers. e) He should not make any exaggerated statement about his capacity or achievement. f) He should always Endeavour to give the best possible advise and prompt efficient and cost effective service. g) He should maintain the secrecy of all the confidential information received during the course of service to his client. h) He should not engage in the creation of a false market or price rigging or manipulation.

Guidelines of SEBI
After the obligations of the CCI, the place was occupied by a legal organ called as “Securities and Exchange Board of India”. The issue of capital and pricing of issues by companies has become free of prior approval. The SEBI has issued guidelines for the issue of capital by the companies. The guidelines broadly covers the requirement of the first issue by a new or the first issue of a new company set up by the existing company, the first issue by the existing private companies and public issues by the existing listing companies. The SEBI is the most powerful organization to control and lead both the primary market and secondary market.
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Merchant Banking in India

The SEBI has announced the new guidelines for the disclosures by the Companies leading to the investor protection. They are presented below: a) If any Company’s other income exceeds 10 per cent of the total income, the details should be disclosed. b) The Company should disclose any adverse situation which affects the operations of the Company and occurs within one year prior to the date filing of the offer document with the Registrar of Companies or Stock Exchange. c) The Company should also disclose the information regarding the capacity utilization of the plant for the last 3 years. d) The Promoters of the Company must maintain their holding at least at 20 per cent of the expanded capital.

e) The minimum application money payable should not be less than 25 per cent of the issue price. f) The company should disclose the time normally taken for the disposal of various types of investor’s grievances. g) The Company can make firm allotments in public issues as follows:  Indian mutual funds (20%),  FIIS (24%),   Regular employees of the company (10%), Financial institution (20%).

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at least 30 mandatory collection centres should be established. Traditional merchant banks often expand into 27 . i) According to the guidelines. in their purest forms. k) The Company should also disclose about the fee agreed between the lead managers and the Company in the memorandum of understanding. the Company should give advertisements in not less than two newspapers about the dispatch of letters of offer. This scheme is applicable to a limited number of 500 shares per allottee and the offer should be valid for a period of at least 6 months from the date of dispatch of securities. the fine lines that separate the functions of merchant banks and investment banks tend to blur. The Difference between Investment banks and Merchant banks Merchant banks and investment banks. are different kinds of financial institutions that perform different services. in case of the public issues. j) According to the SEBI guidelines regarding rights issue.Merchant Banking in India h) The Company should disclose the safety net scheme or buy back arrangements of the shares proposed in public issue. No preferential allotment may be made along with any rights issue. In practice.

while many investment banks participate in trade financing activities. investment banks did not deal with the general public. Investment banks facilitate mergers and acquisitions through share sales and provide research and financial consulting to companies. but there are a few characteristics that most companies that offer both investment and merchant banking share. Pure investment banks raise funds for businesses and some governments by registering and issuing debt or equity and selling it on a market. As a general rule. trade consulting and co-investment in projects involving trade of one form or another. trade finance and international transaction facilitation. Traditionally. In theory. Traditionally. investment banks only participated in underwriting and selling securities in large blocks. transferring funds internationally. investment banks focus on initial public offerings (IPO’s) 28 .Merchant Banking in India the field of securities underwriting. Some of the activities that a pure merchant bank is involved in may include issuing letters of credit. investment banks and merchant banks perform different functions. Traditional merchant banks primarily perform international financing activities such as foreign corporate investing. foreign real estate investment. The current offering of investment banks and merchant banks varies by the institution offering the services.

but are still too small to make a compelling public share offering on a large exchange. larger merchant banks tend to privately place equity with other financial institutions. mezzanine financing and a number of corporate credit products. Merchant banks tend to operate on small-scale companies and offer creative equity financing. merchant banks offer their services to companies that are too big for venture capital firms to serve properly. Investment banks rarely offer trade financing because most investment banking clients have already outgrown the need for trade financing and the various credit products linked to it. Merchant banks and Commercial banks 29 .Merchant Banking in India and large public and private share offerings. bridge financing. often taking on large portions of ownership in companies that are believed to have strong growth potential. In order to bridge the gap between venture capital and a public offering. Merchant banks still offer trade financing products to their clients. While investment banks tend to focus on larger companies.

Demand deposits are the key feature.Merchant Banking in India Merchant banks Commercial banks 1) Assist in raising capital in the form of Provide funds in the form of equity. assess risks in lending transaction s properly. they are closer to the Being lenders. and syndicated term loan and working capital. they are more customers and get to know risks of the cautions. They work on proposal and cannot afford to be risks shields i. 6) Most of work they get is about Commercial capacity of lead manager. 4) Mainly fees based business. 2) Advisor not financer. and liaisoning with SEBI. underwriter. loan working capital instruments. piercing of issue. preference shares. Financing is the main business. mitigation measures grossly relationship based and close to the customer. book running. bank deposits. Mainly fund based business 5) Being advisors. 3) Do not accept chequable deposits.e. banks majority management of equity issues in the business is of terms lending and Services of Merchant Bankers In India:Merchant bankers provide services as follows: 30 .

In these circumstances. the corporate sector enterprises had the only alternative to avail themselves of 31 .Merchant Banking in India Business planning stage: Equity raising: 1)project feasibility study 2)advice on capital structuring 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 9)management of debenture issue 10)preparation of bankable proposal and syndication of loan 11)assistance in arranging optimal capital finance 12)advice on acquisitions 13)corporate structuring advice mergers and Debt raising: Working capital raising: Strategic advice: SERVICES PROVIDED BY MERCHANT BANKS: (in detail) The development activity through the country had exerted excess demand on the sources of funds by the ever expanding industry and trade which could not be met by the All India Financial Institutions.

The need of merchant banker is also felt in the wake of huge untapped public savings as merchant bankers can play a highly significant role in mobilizing funds from savers to invest in channels assuring promising return on investments and thus narrow down the gap between demand for and supply of investible funds. Project Counseling And Pre-Investment Studies 3. and the investors to invest their saved money in sound and healthy concerns with confidence. Issue Management 32 . Merchant bankers not only provide advisory services to corporate enterprises but also advise the investors of the incentives available in the form of tax relief and other statutory obligations. Corporate Counseling 2. safety and expectation of higher yields. Credit Syndication And Project Finance 4. Broadly a merchant banker can provide the following services: 1.Merchant Banking in India the capital market services for meeting the long-term fund requirements through capital issues of equity and debentures. The growing demand for funds from capital market has enthusied many organizations to enter into the field of merchant banking for managing the public issues. Thus. the merchant bankers help industry and trade to raise funds.

Non-Resident Investment Counseling And Management 11. Leasing 10. Bankers 7.Relief To Sick Industries Let’s take a brief look at each of these functions: Corporate Counseling 33 . Amalgamations And Take-Over 13.Acceptance Credit And Bill Discounting 12.Fixed Deposit Broking 15. Portfolio Management 8. Venture Capital Financing 9.Merchant Banking in India 5.Advising On Mergers. Underwriting 6.Arranging Offshore Finance 14.

. the scope of corporate counseling is limited to suggestions and opinions leaving to the client to take corrective actions for solving its corporate problems. fixed deposits. capital restructuring. etc.Merchant Banking in India It includes a whole range of financial services provided by a merchant banker to a corporate unit a view to ensure better performance. pricing.e. A merchant banker finds out the problems of enterprise. size of the organization and operational scales. project counseling. portfolio management and the full range of financial engineering including venture capital. loan syndication. However. maintain steady growth and create a better image among investors. acceptance credit. and suggests ways and means to solve those problems. etc. lease financing. choice of a product. It covers the entire field of merchant banking activities i. Project Counseling 34 . which shall include organizational goals for the enterprise. working capital. public issue management.

Financing the project cost is an important aspect of project counseling.Merchant Banking in India Project counseling is an important merchant banking service which includes preparation of project reports. Merchant banker has to decide the financing mix of the internal and external sources of funds keeping in view the rules. 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. Project reports are prepared to obtain government approval of the project. location. for ensuring market for the proposed product. 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. the merchant banker has to appraise the project considering the various aspects as to the type of the project. regulations and norms prescribed by the government or followed by the term lending financial institutions. 35 . commercial and financial viability of the project. and external sources of funds which refers to the borrowed funds in the form of loans from banks. technical. etc. While rendering project counseling services. appraising the project report with the financial institutions/banks. for procuring financial assistance from financial institutions and banks. deciding upon the financing pattern to finance the cost of the project. private investors and financial institutions and in the form of debentures from the public. for planning public issues.

Issue Management and Underwriting 36 . the next step is looking for the sources wherefrom the funds could be procured to implement the project. payment of wages. 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.. mutual funds etc.. Short-term funds are also required by the firm for purchase of raw materials. IDBI etc. salaries etc. Merchant banker has to locate the sources of funds and comply the formalities required to procure the funds. or from external sources like short term borrowings from banks etc. SIDC etc. commercial banks. Sources of financing these short term requirements or working capital needs can be from internal sources like internal accruals from working or operations and short term loans from friends and relatives. Long and medium term funds are obtained from the All India Financial Institutions like IFCI. state level financial bodies like SFC. This service rendered by the merchant banker in arranging and procuring credit from financial institutions. Credit syndication in case of domestic borrowings is with the institutional lenders and banks.Merchant Banking in India Credit Syndication Once the client company has decided about the project proposed to be undertaken.

Under writing of public issue 37 . solicitors and board of directors. the growth in the public limited companies in number and size. bankers. 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. the managing agents for a particular corporate used to manage public issues. underwriters. before the public issue has to obtain the consent of the stock exchanges to the memorandum and articles of association.Merchant Banking in India Management of capital issues is a professional service rendered by the skilled and experienced merchant bankers. The abolition of the managing agency system. file the prospectus with registrar. A merchant bankers post issue activities include final allotment and/or refund of subscription amount. Previously. calculation of underwriters liability in case of under subscription and complying the necessary statutory requirements for listing of securities on the stock exchange. board of directors and other concerned parties. the merchant banker. make an application for enlistment with stock exchanges and finally advertise for the issue. As a manager to the public issue. brokers etc.advice the company to appoint auditors. appoint other managers. draft the prospectus and obtain consent from the companies legal advisors.

Keeping this in view companies. 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 earns the right to be appointed as bankers of that issue. which float a public issue usually. desire a full underwriting of the issue. Portfolio Management 38 . which ensures a good response to the issue.Merchant Banking in India A fully underwritten public issue spells confidence to the investing public. An underwriter of the issue gets the following benefits: • • • It earns a commission of the commitment given. 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. It expands its clientele by underwriting more and more issues. 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.

Merchant Banking in India Portfolio refers to investment in different types of marketable securities or investment papers like shared. A merchant banker while performing the services of portfolio management has to enquire of the investment needs of the client. bonds etc. Merchant bankers take up management of a portfolio of securities on behalf of their clients. study the securities market and identify blue chip companies in which money can be invested. RBI regulations. stock exchange regulations. liquidity requirements. etc. the tax bracket. 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. etc. They should keep record of latest amendment in government guidelines. Advisory Services Relating To Mergers and Takeovers 39 . they should study the economic environment affecting the capital market. from different companies or institutions held by individuals firm or corporate units. ability to bare risk. debentures and debenture stocks. Portfolio management refers to managing efficiently the investment in the securities held by professionals to others.

i. Based on the purpose of business objective. which is the purchase.e. A takeover is referred to as an acquisition. the acquirer as well as the acquired company.Merchant Banking in India A merger is defined as a combination of two or more companies into a single company where one services and other looses their corporate existence. seeking expansion in production and market segments. the search of the acquirer company will start for a merger partner company. 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. A merger is also defied as an amalgamation wherein the shareholders of the combining companies become substantially the shareholders of the company formed. then the acquirer company will select a business related company as a merger partner.e. 40 . If the objective of merger is growth oriented i. Being a professional expert. Their role is specific and specialized in handling the mergers and taker over assignments. utilization of existing companies or optimum utilization of resources. Merchant bankers are the middlemen settling negotiations between the offered and the offeror. by one company of a controlling interest in the share capital of another existing company.

legal. The services include arrangement for lease finance facilities for leasing companies.Merchant Banking in India If the objective is diversification in production line or business activities. Leasing Is there another lucrative area of financing where merchant bankers are turning? Leasing is a viable source of financing while acquiring capital assets. drafting the scheme of amalgamation. The financing is by subscription to the equity capital. Venture Capital Financing Financing an emerging high-risk project is called venture capital financing. He has to negotiate with the parties and decide the purchase consideration and mode of payment. arranging for the meeting etc. high court if required. while repayment is by selling the equity through stock market when the shares are listed. then it will select a non-related company as a merger partner. Once the merger partner is proposed the merchant banker has to appraise the merger/takeover proposal with respect to financial viability and technical feasibility. getting approval of company Board. Many merchant bankers are entering into this area by also financing viable upcoming projects. He has to comply with the legal formalities like getting approval from the Government/ RBI. documents and tax consultancy. financial institution. 41 .

the merchant bankers provide investment advisory services to the NRIs in terms of identification of investment opportunities. etc. Joint Ventures Abroad 4. etc. Foreign Collaboration Arrangements The assistance rendered as in the case of financial services covers appraisals. Long Term Foreign Currency Loans 3. negotiations. Arranging Offshore Finance The merchant bankers also help their clients in the following areas involving foreign currency financing: 1. Financing Of Exports And Imports 2. these services are not currently provided by merchant bankers in India the principal reasoning being the lack of an active market for commercial bills. 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. compliance with procedural and legal aspects etc.Merchant Banking in India Non Resident Investment To attract NRI investments in the primary and secondary markets. Acceptance Credit and Bill Discounting Though merchant bankers world over specialize in acceptance credit and bill discounting. portfolio management. 42 . selection of securities.

3. Assessment of capital requirements and counseling on capital restructuring. financial and other factors causing sickness. and also mange the collection and subsequent servicing of the deposits. Providing necessary assistance where the rehabilitation package involves mergers or amalgamation. Advice with regard to the amount to be raised. Relief to Sick Industries The services offered by merchant bankers to sick industries can be summarized as follows: 1. Appraisal of technological. Monitoring the implementation of the scheme of rehabilitation.Merchant Banking in India Management of Fixed Deposits of Companies Recently. 5. They take care of the procedural and legal aspects. Preparations of programs and packages for rehabilitation of sick units. interest charges. 2. merchant’s bankers have begun to structure and mobilize fixed deposits for their corporate clients. Obtaining necessary approval for implementation the rehabilitation package from the statutory authorities. terms of deposits and other related issues are also offered to the client. 43 . environmental. 6. 4.

financial expertise is a key thing a merchant banker must know. 44 . the stock exchanges. It is imperative that a merchant bank maintains excellent rapport with all of them and also close relations even at informal levels. 3. their movements. RBI. understanding of legal and statutory requirements. He should track imp happenings in the market on ongoing basis. This only can see speedy and favorable clearances by the authorities. 2. depositories and other government authorities for public issue related duties. following qualities are necessary: 1. appreciation of business acumen.Merchant Banking in India Qualities of merchant bankers:To be a successful merchant banker. Delivery of his services depends on his basic understanding of these issues. Knowledge: Thorough understanding of technical issues related to business. Liasioning ability: Merchant bankers are required to liaison with SEBI. Capital market familiarity: Merchant banker should be well versed with stock markets.

Innovation: Corporate may approach with unique requirements. They can device new financial instruments and get approved from the authorities. Standard solutions and products may not solve problems sometimes. 45 .Merchant Banking in India 4. Integrity: Merchant banker has valuable and confidential information of its customers. Innovation is required even to address stringent legal requirements. Merchants bankers should take utmost care that the information is not leaked and also not consumed for the purpose other than for which it was disclosed to the merchant banker. Merchant bankers should do out of box thinking and be able to do financial engineering. 5.

So the same promoters have to setup different companies for different purposes. This is specifically evident in comparison with insurance industry and mutual funds industry. III. But RBI does not permit merchant banking firms to get into these activities. Industry is not well organized and all the players do not play the same tune. there is still scope for further improvement. multiple use of same talent is not possible. but still many corporate have excessively friendly approach. II.Merchant Banking in India Problems and hurdles:Not many but some problems are faced by Indian merchant bankers. 46 . Regulations: though regulations are much better now. Professional qualification focused on merchant banking is not available. Favored allotment of shares. tampering with project appraisal report to bankers is common. hire purchase.e. Corporate like to use merchant bankers for malafide intentions. Giant professional or multinational merchant bankers are cautions in their approach to Indian market. Malafide practices: India corporate culture is bettering. Management cost increases and expertise pooling i. I. Merchant bankers can be made more accountable and responsible. leasing. This gives growth to more boutique fly-by-day firms. and portfolio management. money-lending. Industry compartmentalization: company which is in merchant banking business would have expertise in underwriting.

etc. With significant market freedom. banking policies. Indian scenario is favorable to merchant bankers. debt raising are on rise. merchant bankers work has increased many folds. Restrictions-liberalization: more liberal the market is. restriction-liberation. placement of debentures. In fact India is one of the largest emerging markets. They should setup a subsidiary for the purpose. public issues. Lots of new and green fried projects are happening. Banking policies: RBI prefers that commercial banks do not indulge in merchant banking business directly. Some countries allow commercial bankers to get involved in IPO’s. This policy also results in fair business practices. Obviously. Merchant bankers have lots space to contribute. 3.Merchant Banking in India Scope for merchant banking in India:Scope for merchant banking depends upon size of the market. and 1. Size and dynamics of the market: Indian market is growing. 47 . Merchant bankers assist in decision making and hence their scope increases. more the things left to be decided by the corporate. This limits scope of commercial banks and gives space to merchant bankers. corporate culture. 2. FDI. corporate dynamics.

apparently prefers and is happy with merchant bankers work. then only they will engage merchant bankers. takeover acquisition. Corporate culture: corporate can do project appraisal. 5.Merchant Banking in India 4. Otherwise merchant banker’s role is only statutory as in issue management. fund raising for government institutions. strategic restructuring in house as well. Mergers. Corporate dynamics: more happening in business gives more opportunities to merchant bankers. 48 . India inc. active money market are all providing better business prospectus to merchant bankers. If the corporate prefer third-party independent assessment. new Greenfield projects.

Merchant banking industry which remained almost stagnant and stereotyped for over two decades. witnessed an astonishing growth after the process of economic reforms and deregulation of Indian economy in 1991. all India financial institutions. infrastructure Leasing and Financial Services Ltd. IFCI. IRBI. and private merchant bankers. a number of large stock broking firms and financial consultants also entered into business. In addition to Indian Merchant Bankers. As a result of buoyancy in the capital market in 1980’s some commercial banks set – up their subsidiaries to operate exclusively in merchant banking industry. In addition. all merchant bankers registered with SEBI under four different categories include 50 commercial banks. Morgan Stanley. and private firms. 1994. The number of merchant banks increased to 115 by the end of 1992-93 300 by the end of 1993-94 and 501 by the end of August. there were only two foreign banks which performed merchant banking operations in the country. IDBI. Thus.Merchant Banking in India Progress of Merchant Banking in India:Upto 1970. commercial banks. a large number of reputed international Merchant Bankers like Merrill Lynch. SBI was the first Indian commercial bank and ICICI the first financial institution to take up the activities in 1972 and 1973 respectively. 6 all Indian financial institutions – ICICI. Tourism Finance corporation of India.. Merchant banking functions of these institutions was related only to management of new capital issues. 49 . by the end of the end of 1980’s there were 33 merchant bankers belonging to three major segments viz.

it has been decided to permit cash withdrawals at POS (point of sale) terminals. Jardie Fleming Kleinwort Benson etc. The JV had investment banking operations 50 . this facility will be available for all debit cards issued in India. As a further step towards enhancing the customer convenience in using the plastic money. Indian Merchant Bankers are faced with severe competition not only among themselves but also with the well developed global players.857. are operating in India under authorization of SEBI.  Morgan Stanley makes i-banking comeback The joint venture between JM Financial and Morgan Stanley was inked in 1997 and formalized in 1999. This facility may be made available at any merchant establishment designated by the bank and would be available whether the card holder makes a purchase or not. the Reserve Bank.70. To start with. CURRENT AFFAIRS  RBI allows cash withdrawal from merchant banker terminals Besides ATMs. The use of debit cards at POS terminals at different merchant establishments has been steadily increasing. This facility is available only against debit cards issued in India. There are 4. up to Rs1000 per day.237 POS terminals in the country.Merchant Banking in India Goldman Sachs. As a result of proliferation. At present cash withdrawal facility using plastic cards is available only at Automatic Teller Machines (ATMs) with the number of ATMs in the country at 44. it said. customers can now also withdraw cash up to Rs1000 from terminals at different merchant establishments." RBI said in a statement issued here.

 PNB aims profit of 7. Currently. these operations are run by a division of the bank. The Indian partner sold its 49% holding in JM Morgan Stanley Securities (JMSPL). which were engaged in fixed income.500 crore in the next four years. wealth management and advisory and securities distribution operations.500crore by 2013 The country's second largest public sector lender Punjab National Bank aims to double its profit to Rs7. he had said. Post the split. the institutional equity broking company to Morgan Stanley for $ 445 million. the bank plans to open new line of businesses in the current fiscal including merchant banking subsidiary. Morgan Stanley has re-entered investment banking business on its own.Merchant Banking in India other than equity broking. focus on customers and financial inclusion. equity broking. thrust on recovery. Bulge bracket investment banking major.  ICICI Bank to oversee mergers and acquisitions 51 . after parting ways with JM Financial — its former Indian partner.500 crore by 2013. Besides. PNB Investment Services aims to provide investment consultancy and merchant banking services and would be operational in the next three months. who is charge of Deputy Governor of RBI. JM Financial acquired the investment banking company together with its subsidiaries. "The bank has set a target to expand total business to Rs10crore and earn net profit of Rs7. The growth driver would be better asset liability management. research. wealth management. advisory and distribution businesses of $ 20 million." said PNB Chairman and Managing Director K C Chakrabarty.

” I-Sec MD Madhabi Puri Buch told ET. This arrangement replaces the earlier practice of both I-Sec and ICICI Bank working together on M&A deals. the deal will be done by ICICI Bank.” ICICI Bank had initially entered the investment banking space in 2006. The company. takeover. The agreement goes on to define an M&A deal as one which involves change in management control. “Now. The license will enable the company to offer a wide range of on-shore investment banking advisory and underwriting services in the Indian market.Merchant Banking in India ICICI bank and its merchant banking arm. The new deal has taken into effect between both the entities from April 1.  Birla Capital and Financial Services gets SEBI merchant banking license Birla Capital & Financial Services Ltd has been granted a merchant-banking license by the Securities and Exchange Board of India. will initially concentrate on regulated services like initial public offerings. which is a part of the Yash Birla conglomerate. if a corporate is seeking a sell mandate or a buy mandate. whereby all M&A deals will be done out of ICICI Bank. who wish to be advised on M&A. it was decided that the business should be housed in the bank. have entered into an agreement. also look for acquisition finance. ICICI Securities (I-Sec). “Since a predominant number of people. 52 . Over the past couple of years. where the transfer of controlling interest takes place. both the bank and its subsidiary have been vying for deals.

delisting and valuations. textiles & chemicals and power & electrical.563 crore during this year with the merchant banking fee of Rs 50. is part of the 3. the report added. firm SMC Global issue. as there has been a significant decline of nearly 60 per cent in their percentage fees so far this year. Securities.24 per of brokerage the cent in 2007.21 per cent so far this year Reliance Power IPO of Rs 11. indicating a drop of 57.  Primary market slowdown. education & IT. Birla Capital & Financial Services Ltd.  Nomura launches its investing banking operations in India 53 . amounting to 0. Merchant bankers are those who advise the issuer about the public offer and The average percentage fees has declined to 1.000-crore Yash Birla Group that has diversified interest in sectors like auto & engineering.6 crore. affects merchant bankers’ wallet The recent slowdown in the primary market has impacted not only investors but merchant bankers as well. M&A Advisory and other corporate advisory.44 per cent of the issue size had a great bearing on this trend.Merchant Banking in India buybacks. the merchant-banking arm manage from 2. 771crore for the calendar year 2007. It also offers non-regulated services like PE Syndication.9 per cent on annualized basis." Nexgen Capitals. "There is a clear drop in the merchant banking fees to Rs 216crore in comparison to Rs.

54 . fixed income liquid markets sales and trading. a wholly-owned subsidiary of Nomura Holdings. including the equities sales and trading. acquired the majority of Lehman Brothers' employees in India. securities underwriting and advisory services.Merchant Banking in India Nomura Financial Advisory and Securities (India) Private limited ('Nomura India'). By integrating the former Lehman Brothers India franchise and obtaining its merchant banking licence and stock exchange memberships. Nomura India said in a statement it has significantly expanded its capabilities in India through a wide range of onshore financial solutions spanning securities brokerage. Inc. ('Nomura'). Nomura. and investment banking teams. equity research. In October 2008. has launched its equity sales and trading and investment banking operations in India. a global investment bank.

ARTICLES:AMBI-SEBI talks on SRO ENS ECONOMIC BUREAU MUMBAI. Because of lack of support from the members and non-initiative from SEBI/government. Training and awareness programs are also expected from AMBI.Merchant Banking in India Association of merchant bankers in India (AMBI): Association of merchant bankers in India is a professional non-profit company setup to represent the industry. May 8: The Association of Merchant Bankers of India (AMBI) is proposing to have an exhaustive dialogue with the Securities and 55 . It is expected to set code of ethics and facilitate dialogue between the industry and regulatory bodies. AMBI is dormant at present.

The association has already made its disappointment clear to SEBI and the proposed dialogue is reportedly being undertaken to clear all misunderstandings. A committee has subsequently been set up by AMBI to go into the matter. This follows a feeling among AMBI members that it is being sidestepped when decisions relating to merchant bankers are being taken. This was also demanded without consulting/informing AMBI. AMBI feels that the member should have been given a fair hearing and also feels that AMBI as the SRO should have been informed about the decision.Merchant Banking in India Exchange Board of India (SEBI) on its functioning as a self-regulatory organization (SRO). AMBI was given SRO status in 1995. Then there was the issue of asking all merchant bankers to furnish details of employees to SEBI. Recently the association was really piqued when SEBI asked one of its members to stop taking up further assignments without so much as giving it any notice. 56 . but it has not really been officiating as one.

State owned Corporations. They also hold SEBI registration Certificate to act as "Bankers to an Issue" with network of exclusive Capital Market Service Branches to handle 57 . Underwriting. offering specialized services to Banks. Local Statutory bodies and corporate sector. Its SEBI registered Category I Merchant Banker / Underwriter to carry on Issue Management (Public / Rights / Private Placement Issues). Consultancy and Corporate Advisory Services etc. PSUs.Merchant Banking in India EXAMPLE:- MERCHANT BANKING SERVICES INTRODUCTION Canara Bank is also one of the leading Merchant Bankers in India.

Investments 4. 58 . Merchant Banking 2. Bankers to Issue . involving various types of industries. Underwriting 6.Escrow Bankers 5. They undertake "project appraisals" with resource raising plans from Capital Market/ Debt Markets and facilitate tie-ups with Banks / Financial Institutions and Potential Investors. Their uniqueness is extending services under single window concept covering the following areas: 1. they have associated with issues ranging from Rs. statutory Bodies etc.1500 crores.Merchant Banking in India “Capital Market" related assignments. Loan Syndication As leading Merchant Bankers in India.1crore to Rs. Commercial Banking 3. banks. and have an edge in handling Private Placement issues – both retail & HNIs.

6. Equity Issue (Public/Rights) Management Debt Issue Management Private Placements Project Appraisals Monitoring Agency Assignments IPO Funding Security Trustee Services Agriculture Consultancy Services Corporate Advisory Services Mergers and Acquisitions Buy Back Assignments Share Valuations Syndication 2. 9. 11. . 12. 10. 3. 13. 4. 7. 5. ISSUE MANAGEMENT SERVICES:1.Merchant Banking in India SPECTRUM OF SERVICES:1. Project Appraisal Capital structuring 59 2. 8.

Proven management team.Merchant Banking in India 3. 60 . visibility to profitability within a 12-month period. 11. 6. Investment Criteria:A wide range of later stage opportunities are considered. 3. 7. 12. 9. 5.. 2. Having weathered the start-up process and established a core business model that is sustainable. 8. Preparation of offer document Tie Ups (placement) Formalities with SEBI / Stock Exchange / ROC etc. If not already profitable. Targeted companies include the following characteristics: 1. 10. Underwriting Promotion /Marketing of Issues Collecting Banker / Banker to an issue Post Issue Management Refund Bankers Handling of Dividend Warrant/Interest Warrant Payments Debenture Trusteeship 4.

Significant barriers to entry. STATE BANK OF INDIA SBI’s Merchant Banking Group is strongly positioned to offer perfect financial solutions to your business. Having established business partnerships that give it a major position in a market space. They provide the resources. convenience and services to meet your needs by arranging Foreign Currency credits through: 61 . and 6. They look for opportunities for synergistic consolidation and/or companies that are on the verge of extraordinary growth.Merchant Banking in India 4. 5. Technology or business that is scalable with global applications. They specialize in the arrangement of various forms of Foreign Currency Credits for Corporate.

62 .Merchant Banking in India • Commercial loans • Syndicated loans • Lines of Credit from Foreign Banks and Financial Institutions • FCNR loans • Loans from Export Credit Agencies • Financing of Imports. SBI being an Indian entity has no India exposure ceiling. SBI’s seasoned Team of professionals provides you with Insightful credit Information and helps you Maximize the Value from the transaction. They are internationally the most Preferred Bank by Export Credit Agencies for Guarantees in case of the Indian Clients or Projects. PRODUCTS AND SERVICES 1] Arranging External Commercial Borrowings (ECB) 2] Arranging and participating in international loan syndication 3] Loans backed by Export Credit Agencies 4] Foreign currency loans under the FCNR (B) scheme 5] Import Finance for Indian corporates. Their Primary focus is On Indian Clients.

Merchant Banking in India PUNJAB NATIONAL BANK India’s one of the Leading Nationalized Bank established in 1895. Any Where Banking" through the introduction of Centralized Banking Solution (CBS) and over 2511 offices have already been brought under its ambit. All the Branches of the Bank have been computerized. The Bank has a concept of "Any Time. serving over 3.5crore customers through 4520 branches and 439 extension counters is the largest amongst Nationalized Banks. The Bank has recently been ranked 21st among top 500 companies and 9th among top 50 brands by the Economic Times. 63 .

100% reconciliation at any point of time etc. Their Software for handling the Refund Banker is one of the best systems in the industry. online status of paid instruments. The Bank has an exclusive and specialized Capital Market Service Branch at New Delhi for providing Merchant Banking Services to the Corporate 64 . Its unique features provides online payment of the instrument by our 2470 branches in 733 centers. The Bank itself is one of the major investor in the market having a treasury of 45000 crores.Merchant Banking in India The Bank is registered with SEBI as Category – I Merchant Banker for providing all the major Merchant Banking services. Our gamut of Merchant Banking services includes: • Issue Management Services – to act as Book Running Lead Manager/Lead Manager for the IPOs /FPOs/Right issues/Debt issues • Project appraisal • Corporate Advisory Services • Underwriting of equity issues • Banker to the Issue/Paying Banker • Refund Banker • Monitoring Agency • Debenture Trustee • Marketing of the issue through a strong network of QIBs/HNIEs/Corporates and Retail investor.

Hence before selecting a merchant banker. the services for which he is being approached. one must decide. It can be said that this project helped me to understand every details about Merchant Banking and in future how it’s going to get emerged in the Indian economy. Hence. fair and transparent regulatory framework.Merchant Banking in India CONCLUSION The merchant banker plays a vital role in channelising the financial surplus of the society into productive investment avenues. To sustain the growth of the market and crystallize 65 . Merchant Banking can be considered as essential financial body in Indian financial system. Market development is predicted on a sound. Selecting the right intermediary who has the necessary skills to meet the requirements of the client will ensure success.

Merchant Banking in India the growing awareness and interest into a committed. and provide the investors an organized. discerning and growing awareness and interest into an essential to remove the trading malpractice and structural inadequacies prevailing in the market. 66 . well regulated market.

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