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Merchant

Banking
INTRODUCTION
Refers
to British
Merchant banking
.

Concerned with
mobilising savings
of people .
DEFINITION

MERCHANT BANKING is defined as


an institution which covers a wide
range of activities such as
management of customer services,
portfolio mgmt, credit syndication,
acceptance credit, counselling,
insurance etc.
ORIGIN
Originated through
London merchants.

Extension of activities
to domestic business
of syndication of long-
term & short-term
finance, share transfer
agents, debenture
trustees, takeover etc.
Merchant
Banking
In India?
Merchant banking in
India
Need for merchant banking was felt
with rapid growth in number & size of
issues made in primary market.

Merchant banking services were


started by foreign banks, namely
National Grindlays in 1967 & City
bank in 1970 .
Merchant banking services were
offered along with other traditional
banking services.

SBI
was first Indian bank to set up
Merchant banking division in 1972.
DIFFERENCE BETWEEN
COMMERCIAL BANKING &
MERCHANT BANKING
Deals with Debt & Deals with Equity &
Debt related Equity related
finance. finance.

Management
Asset oriented. oriented.

Generally avoid Willing to accepts


risks. risks.
Merchant
Banking
Services?
SERVICES OF MERCHANT
BANK
Thefinancial institutions in India
could not meet the demand for
long-term fund required by the ever
expanding industry and trade.

Corporatesectors enterprise meet


their demand through issuing share
and debenture in capital market.
Services of Merchant
Sr Particulars
Banks
Summary
No
1 Corporate Covers the entire
Counseling field of merchant
banking, Ltd to
giving suggestions

2 Project Preparing project


Counseling report for govt.
approval , financial
assistance
3 Loan Assistance rendered to
Syndication get term loan for project,
help client make
appraisal, designing
capital structure etc

4 Issue Marketing corporate


Management securities, intermediary in
transfer of capital from
one who owns to needy

5 Underwriting Guarantee given by the


underwriter, make raising
of external resource easy
7 Portfolio Investment in different
Manageme kind of securities
nt

8 Mergers Middlemen in setting


and negotiation
takeovers
9 Off Shore Help in areas involving
Finance foreign currency
1 Non- Provide help in better
0 Resident and smooth trade to
Investment NRIs
Merchant Banker as
Managers, Consultants or
Advisors
Companies are free to appoint one or more
agencies as managers to the issue.
Sebi guidelines prescribe that issue should
be managed atleast by one authorised
merchant banker.
Not more than two M.B. should be appointed
as lead managers to a public issue.
In issue over Rs.100 crores, maximum upto
four M.B. could be associated as managers.
Merchant Banker As lead
Manager
Appointment of a lead manager by a
company
S. Size of the issue Maximum
No Number Of
Lead Manager
1. Less than Rs.50 crores 2
2. Rs.50 crores to Rs.100 crores 3
3. Rs.100 crores to Rs.200 crores 4
4. Rs.200 crores to Rs.400 crores 5
5. Above Rs.400 crores 5 or more as
prescribed by
SEBI
Duties & Responsibilities

Of LM
To enter into an agreement

Certificate of registration with SEBI

Work of issue management

Clearly defined responsibility

Minimum underwriting obligation


Due care & diligence
Submitting due diligence certificates
Submit all particulars to SEBI
Suggestions or modifications
Collections of the amount
Ensuring refund
Inform depository participants
Qualities Required of
Merchant Bankers
(Best merchant bankers)

Ability to analyse
Abundant
knowledge
Ability to built up
relationship (left) Rashesh Shah
Chairman & CEO, Edelweiss
Innovative
(right) Nimesh Kampani
approach Chairman & MD, JM Financial

Integrity
CATEGORY OF MERCHANT
BANKER
CATEGORY MINIMUM
NETWORTH

1st :-
1 crore
2nd :-
50 lacs
3rd :-
20 lacs
4th :-
NIL
The M.B.registered with SEBI
classified according to the
category :-
MERCHANT
BANKER

INTERNATIONAL
PUBLIC SECTOR PRIVATE SECTOR
BANKER :- 10

COMMERCIAL
BANKS :- 10
BANKS :- 24

FINANCIAL FINANCE &


INSTITUTION :- 6 INVESTMENT :- 231

STATE
LEASING
INSTITUTION :- 4
Merchant
banking
Problems.?
Restriction of merchant
banking activities

SEBI guidelines have authorised


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
authorisation 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% upto 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
Merchant
banking
Scope in India?
1) Growth of new issues
market
Indian market largest emerging market
Domestic and foreign investors setting
up their biz here.
Many public and private issues coming
up
Growth in new issues market
Scope for M.Bs. have risen
2) Entry of FII
Indian capital market is globalised

Indian Cos. are permitted to invest in euro issues.


Similarly, FII are permitted to invest in India.

Hence they need M.Bs to advise them for their


invt in India.
Increasing no. of JVs also require expert services
of M.Bs.
3) Changing policy of FI

Liberalisation of policies

FIwould require expert services


of M.Bs for project appraisal,
financial management, financial
restructuring etc.
4) Development of debt
market
Good portion of
capital can be
raised through debt
instruments.

Tremendous
opportunities to
M.Bs.
5) Innovations in Financial
Instruments
Newfinancial instruments have
come up.

M.Bsare market makers for


these instruments.
6) Corporate
Restructuring
Liberalisation and globalisation

Competition in corporate sector becoming


intense.

Cos. reviewing their strategies, structure


and functioning etc. leading to corporate
restructuring.

Good opportunity to M.Bs to extend their


area of operation.
7) Disinvestment
It means reduction of
some kind of asset of
a firm for achieving
either financial or
ethical objectives.

Motive of
disinvestment is to
obtain funds.
Conclusion
Inspiteof 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.
Thank
you...