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CHAPTER-1
 WHAT IS FINANCIAL SERVICES.
Financial services are those that help with borrowing and funding, lending
and investing, buying and selling securities, making and enabling payments
and categories of financial services are funds intermediation, payments
mechanism, and provision of liquidity, risk management and financial
engineering.
Financial services are necessary for the management of risk in the
increasingly complex global economy. They enable risk transfer and
protection from risk. The four financial system components discussed do not
function in isolation. They are independent and interact continuously with
each other. Their interaction leads to the development of a smoothly
functioning financial system.
A financial service is a term used to refer to the services provided by the
finance industry. Banks, insurance companies, investment banks, and
brokerages, are examples of the types of firms forming this industry: They
provide money and investment and related services. Financial services are
the term used to describe those organizations that deal with the management
of money. Financial services include banking, insurance, stock broking (i.e.
the buying and selling of stocks and shares), credit card companies, etc.
Financial services refer to services provided by the finance industry. The
finance industry encompasses a broad range of organizations that deal with
the management of money. Among these organizations are banks, credit
card companies, insurance companies, consumer finance companies, stock
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brokerages, investment funds and some government sponsoredenterprises.
Therefore in simple words, Financial services are the economic services
provided by the finance industry, which encompasses a broad range of
organizations that manage money, including credit unions, banks, credit card
companies, insurance companies, accountancy companies, consumer finance
companies, stock brokerages, investment funds and some government
sponsored enterprises.
The term "financial services" became more prevalent in the United States
partly as a result of the Gramm-Leach-Bliley Act of the late 1990s, which
enabled different types of companies operating in the U.S. financial services
industry at that time to merge. Financial Services are generally not limited to
the field of deposit-taking, loan and investment services, but is also present
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in the fields of insurance, estate, trust and agency services, securities, and all
forms of financial or market intermediation including the distribution of
financial products. These are the types of firms comprising the market, that
provide a variety of money and investment related services. Financial
services are the largest market resource within the world, in terms of
earnings.
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CHAPTER-2
 DEFINITION OF FINANCIAL SERVICES.
Financial Services can be defined as the products and services offered by
institutions like banks of various kinds for the facilitation of various
financial transactions and other related activities in the world of finance like
loans, insurance, credit cards, investment opportunities and money
management as well as providing information on the stock market and other
issues like market trends.
The term “Financial Services” means “mobilizing and allocating savings”.
In general, all types of activities, which are of a financial nature, could be
brought under the term ‘financial services’. Thus, it includes all activities
involved in the transformation of saving into investment.
The ‘financial service’ can also be called ‘financial intermediation’.
Financial intermediation is process by which funds are mobilized from a
large number of savers and make them available to all those who are in need
of it and particularly to corporate customers. Thus, financial services sector
is a key area and it is very vital for industrial developments.
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CHAPTER -3
 TYPES OF FINANCIAL SERVICES.
Today the importance of the financial services is gaining momentum all over
the world. In these days complex finance, people accept a financial service
company to play a very dynamic role not only as a provider of finance but as
a departmental store of finance. They can be grouped under two heads:
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A. Fund based activities.
 Leasing:
A lease is an agreement under which a company or a firm acquires a right to
make use of a capital asset like machinery, on payment of a prescribed fee
called “rental charges”. The lessee cannot acquire any ownership to the
asset, but he can use it and have full control over it. He is expected to pay for
all maintenance charges and repairing and operating costs. In India, many
financial companies have started equipment leasing business. Commercial
banks have also been permitted to carry on this business by forming
subsidiary companies.
 Hire purchase:
Hire purchase is a kind of installment purchase where the businessman
(hirer) agrees to pay the cost of the equipment in different installments over
a period of time. This installment covers the principal amount and the
interest cost towards the purchase of an asset for the period the asset is
utilized. The hirer gets the possession of the asset as soon as the hire
purchase agreement has been signed.
 Discounting:
Discounting is a financial mechanism in which a debtor obtains the right to
delay payments to a creditor, for a defined period of time, in exchange for a
charge or fee.
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 Loans:
A loan is a type of debt. Like all debt instruments, a loan entails the
redistribution of financial assets over time, between the lender and the
borrower.
In a loan, the borrower initially receives or borrows an amount of money,
called the principal, from the lender, and is obligated to pay back or repay an
equal amount of money to the lender at a later time. Typically, the money is
paid back in regular installments, or partial repayments; in an annuity, each
installment is the same amount.
The loan is generally provided at a cost, referred to as interest on the debt,
which provides an incentive for the lender to engage in the loan.
 Venture Capital:
Venture capital (VC) is financial capital provided to early-stage, high-
potential, high risk, growth startup companies. The venture capital fund
makes money by owning equity in the companies it invests in, which usually
have a novel technology or business model in high technology industries,
such as biotechnology, IT and software. The typical venture capital
investment occurs after the seed funding round as growth funding round
(also referred to as Series A round) in the interest of generating a return
through an eventual realization event, such as an IPO or trade sale of the
company. Venture capital is a subset of private equity. Therefore, all venture
capital is private equity, but not all private equity is venture capital.
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 Housing Finance:
In housing finance there are various schemes like purchase of new house,
construction of in home, home improvement, repairs, land purchase, bridge
loans etc. In house financing is a facility by which prospective buyer of any
type of goods is provided required finance by the seller. Thus, seller
becomes financier too in case of in-house financing. There are many types of
advantages associated with this facility. First of all, a person is able to get
finance at lower costs as there are no middlemen involved .Middlemen here
mean financial institutions and other lenders that provide finance for buying
goods. Second advantage is getting finance at easy terms and conditions as
seller of goods is making profit out of sale also. Third advantage of in-house
financing is that a person is not required to approach different lenders and
compare them for getting finance at lowest cost. Similarly, in-house
financing also involves less formalities pertaining to documentation etc. By
way of in-house financing, a personis able to get finance quickly.
 Factoring:
Factoring is a financing option that provides a business with the immediate
funding to grow and expand its core business, and allowing it to: take
supplier discounts, buy equipment and supplies to take on more orders,
improve its credit, make payroll and pay payroll taxes, and meet all of its
other financial obligations. In addition, Factoring can allow business to
outsource accounts receivable management, collections, and credit checking
activities to free up resources to concentrate on managing and growing their
core business.
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B. Non-Fund based activities.
 Issue management:
Issue management covers marketing of securities i.e. equity shares,
preference shares, debentures or bonds. It covers marketing of securities i.e.
equity shares, preference shares, debentures and bond. it involves pre-issue
and post-issue management. Pre-issue management can be through
prospectus offer for sale or provide placement. Post-issue management
covers collection of application forms, deciding allotment procedure, share
certificate, refund order etc.
 Portfolio Management:
Portfolio means combination of various securities and investment. Here
merchant bankers assist in maintain the proper portfolio by having good
qualification of shares, debentures, bonds, government securities, equities
etc.
 Loan Syndication:
It refers to assistance to get term loan for project. It may be obtain from
single institution. The decision of which financial institutions to be approach
and it is given by merchant banking. This is more or less similar to
consortium financing. But, this work is taken up by the merchant banker as a
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lead manager. It also enables the members of the syndicate to share the
credit risk associated with a particular loan among them.
 Advisory Services Relating to Mergers & Takeovers:
A merger is a combination of two or more companies into a single company
where one survives and other lose their corporate existence. A Takeover is
the purchase by one company acquiring controlling interest in the share
capital of another existing company. Merger means that the two merging
companies become history and a new firm is established while acquisition
means only one company become history which is the acquired company
while the acquiring company remains.
 Corporate Counseling:
Its covers activities related to companies such as project counseling, capital
restricting, project management, loan syndication, fixed deposits, working
capital, lease finance, public issue management. It is provide to every
business unit to ensure better performance, stay growth and better image
among investor.
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CHAPTER-4
 VARIOUS FINANCIAL SERVICES BEFORE LPG.
 Banks:
A "commercial bank" is what is commonly referred to as simply a "bank".
The term "commercial" is used to distinguish it from an "investment bank",
a type of financial services entity which, instead of lending money directly
to a business, helps businesses raise money from other firms in the form of
bonds (debt) or stock(equity).
Other types of banking services:
o Private banking - Private Banks provide banking services
exclusively to high net worth individuals. Many financial services
firms require a person or family to have a certain minimum net worth
to qualify for private banking services. Private Banks often provides
more personal services, such as wealth management and tax planning,
than normal retail banks.
o Capital market bank - bank that underwrite debt and equity, assist
company deals (advisory services, underwriting and advisory fees),
and restructure debt into structured finance products.
o Bank cards - include both credit cards and debit cards. Bank of
America is the largest issuer of bank cards.
o Credit card machine services and networks - Companies which
provide credit card machine and payment networks call themselves
"merchant card providers".
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 Foreign exchange services:
Foreign exchange services are provided by many banks around the world.
Foreign exchange services include:
o Currency Exchange - where clients can purchase and sell foreign
currency banknotes
o Wire transfer - where clients can send funds to international banks
abroad
o Foreign Currency Banking - banking transactions are done in
foreign currency
 Investment services:
o Asset management - the term usually given to describe companies
which run collective investment funds.
o Hedge fund management - Hedge funds often employ the services of
"prime brokerage" divisions at major investment banks to execute
their trades.
o Custody services - the safe-keeping and processing of the world's
securities trades and servicing the associated portfolios. Assets under
custodyin the world are approximately $100 trillion.
 Insurance:
o Insurance brokerage - Insurance brokers shop for insurance
(generally corporate property and casualty insurance) on behalf of
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customers. Recently a number of websites have been created to give
consumers basic price comparisons for services such as insurance,
causing controversy within the industry.
o Insurance underwriting - Personal lines insurance underwriters
actually underwrite insurance for individuals, a service still offered
primarily through agents, insurance brokers, and stock brokers.
Underwriters may also offer similar commercial lines of coverage for
businesses. Activities include insurance and annuities, life insurance,
retirement insurance, health insurance, and property & casualty
insurance.
o Reinsurance - Reinsurance is insurance sold to insurers themselves,
to protect them from catastrophic losses.
 Other financial services:
o Intermediation or advisory services - These services involve stock
brokers (private client services) and discount brokers. Stock brokers
assist investors in buying or selling shares. Primarily internet-based
companies are often referred to as discount brokerages, although
many now have branch offices to assist clients. These brokerages
primarily target individual investors. Full service and private client
firms primarily assist execute trades and execute trades for clients
with large amounts of capital to invest, such as large companies,
wealthy individuals, and investment management funds.
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o Angel investment - An angel investor or angel (known as a business
angel or informal investor in Europe), is an affluent individual who
provides capital for a business start-up, usually in exchange for
convertible debt or ownership equity. A small but increasing number
of angel investors organize themselves into angel groups or angel
networks to share research and pooltheir investment capital.
o Conglomerates - A financial services conglomerate is a financial
services firm that is active in more than one sector of the financial
services market e.g. life insurance, general insurance, health
insurance, asset management, retail banking, wholesale banking,
investment banking, etc. A key rationale for the existence of such
businesses is the existence of diversification benefits that are present
when different types of businesses are aggregated i.e. bad things don't
always happen at the same time. As a consequence, economic capital
for a conglomerate is usually substantially less than economic capital
is for the sum of its parts.
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CHAPTER-5
 VARIOUS FINANCIAL SERVICES AFTER LPG.
 MerchantBankers:
Their main focus is on management activities related to
capital raising exercise in the form of IPO, debenture issue & loan
syndication. These bankers would be in shares / debentures issue
management, underwriting, selling etc.
 Leasing & Hire Purchase Companies:
These NBFCs are involved in
providing assets on lease / hire purchase basis to corporate & other
commercial / industrial entities.
 Mutual funds:
These asset management companies (NBFCs) collect fund
corpus from the retail investors & using their expertise, invest in capital
market (debt & equity) as well as money market. They also invest in other
assets such as commodities, bullion, real estate etc.
 Venture capital Funds:
These provide funds to startup ventures of
promising nature. These ventures are high risk ventures, being no success
history to establish confidence in the minds of regular funding entities.
These funds work on high risk & high return equation.
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 Rating Agencies:
Provide rating of debt, credit, commercial paper & firm
based on their past performance, balance sheet quality & futuristic review.
 Other NBFCs:
These include consumer finance companies, portfolio
management companies etc.
 The stock Exchange:
Stock exchanges provide number of services &
functions within the financial world. Their basic purpose is monitoring &
marketplace.
 Monitoring agency:
In order for a stock to be listed with a particular
exchange, it must complete a series of requirements & SEBI filings.
Presence on any given exchange indicates that all qualifying criteria have
been met.
 Marketplace:
The importance of the stock exchange lies in the fact that it
allows investors to maintain liquidity for their investment. When a stock is
listed on a major exchange, it allows any shareholder to sell his or her shares
almost instantly.
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CHAPTER-6
 WHAT IS MERCHANT BANKING.
Merchant Banking is a combination of Banking and consultancy services.
It provides consultancy, to its clients, for financial, marketing,
managerial and legal matters. Consultancy means to provide advice,
guidance and service for a fee. It helps a businessman to start a business.
It helps to raise (collect) finance.
It helps to expand and modernize the business. It helps in restructuring of
a business. It helps to revive sick business units. It also helps companies
to register, buy and sell shares at the stock exchange. In short, merchant
banking provides a wide range of services for starting until running a
business. It acts as Financial Engineer for a business.
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A Merchant bank is a financial institution that provides capital to
companies in the form of share ownership instead of loans. A merchant
bank also provides advisory on corporate matters to the firms they lend
to. In the United Kingdom, the term "merchant bank" refers to an
investment bank. Merchant banking implies investment management.
Companies raise capital by issuing securities in the market.
Merchant bankers act as intermediaries between the issuers of capital
and the investors who purchase these securities. Merchant banking is the
financial intermediation that matches the entities that need capital and
those that have capital for investment.,etc.
.
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CHAPTER-7
 DEFINITION OF MERCHANT BANKING.
There is no universal definition for merchant banking. It assumes diverse
functions in different countries. So merchant banking may be defined as ‘an
institution which covers a wide range of activities such as management of
customer services, portfolio management, credit syndication, acceptance
credit counseling, insuranceetc.
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CHAPTER-8
 MERCHANT BANKS V/S COMMERCIAL BANKS:
There are differences in approach, attitude and areas of operations between
commercial banks and merchant banks. The differences between merchant
banks and commercial banks are summarized below:
1. Commercial banks basically deal in debt and debt related finance and their
activities are appropriately arrayed around credit proposals, credit appraisal
and loan sanctions. On the other hand, the area of activity of merchant
bankers is ‘equity and equity related finance.’ They deal with mainly funds
raised through money market and capital market.
2. Commercial banks are asset oriented and their lending decisions are based
on detailed credit analysis of loan proposals and the value of security offered
against loans. They generally avoid risks. The merchant banks are
management oriented. They are willing to acceptrisk of business.
3. Commercial banks are catering to the needs of the common man whereas
the merchant banks cater to the needs of corporatefirms.
4. Any person can open a bank account in the commercial bank whereas it
cannot be done in the merchant bank.
5. Merchant bank deals with equities whereas the commercial bank deals
with debt related finance which includes the activities like credit proposals,
loan sanctions etc.
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6. The merchant bank is exposed to the market so it is more exposed to risk
as compared to commercial banks.
7. Merchant bank is related to the primary market whereas the commercial
markets are more into secondarymarkets.
8. Merchant banking activities are capital restructuring, underwriting,
portfolio management etc whereas the commercial banks play the role of
financers.
9. The activities of merchant banks have a direct impact on the growth and
liquidity of money markets.
10. Merchant Bank is management oriented whereas the commercial banks
are asset oriented
11. The commercial banks generally avoid risks and on the other hand the
merchant banks are willing to take the risks.
12. Commercial banks are merely financiers. The activities of merchant
bankers include project counseling, corporate counseling in areas of capital
restructuring, amalgamations, mergers, takeover etc.
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CHAPTER-9
 SERVICES OF MERCHANT BANKS.
The financial institutions in India could not meet the demand for long term
funds required by the ever expanding industry and trade. The corporate
sector enterprises, therefore, meet their requirements through issue of shares
and debentures in the capital market. To raise money from capital market,
promoters bank upon merchant bankers who manage the whole show by
rendering multifarious services. The merchant banker also advises the
investors of the incentives available in the form of tax relief and other
statutory obligations. The services of merchant bankers are described in
detail in the following section.
 Corporate Counseling:
Corporate counseling covers the entire field of merchant banking activities
viz. project counseling, capital restructuring, project management, public
issue management, loan syndication, working capital, fixed deposit, lease
financing, acceptance credit etc. The scope of corporate counseling is
limited to giving suggestions and opinions to the client and help taking
actions to solve their problems. It is provided to a corporate unit with a view
to ensure better performance, maintain steady growth and create better
image among investors.
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 Projectcounseling:
Project counseling includes preparation of project reports, deciding upon the
financing pattern to finance the cost of the project and appraising project
report with the financial institutions or banks. Project reports are prepared to
obtain government approval, get financial assistance from institutions and
loan for the public issue.
The financing mix is to be decided keeping in view the rules, regulations and
norms prescribed by the government or following by financial institutions.
The projects are appraised, as to the location, technical, commercial and
financial viability of the project. Project counseling also includes filling up
of application forms with relevant information for obtaining funds from
financial institutions.
 Loan Syndication:
Loan syndication refers to assistance rendered by merchant banks to get
mainly term loans for projects, such loans may be obtained from a single
development finance institution or a syndicate or consortium. Merchant
Banks help corporate clients to raise syndicated loans from commercial
banks.Merchant Banks help clients approach financial institutions for term
loans. The decision as to which financial institution should be approached
depends on industry, location of the unit and size of project cost. The
Merchant Bankers, first, make an appraisal of the project to satisfy that it is
viable. The next step is designing capital structure, determining the
promoter’s contribution and arising at a figure of approximate amount of
term loans to be raised.
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 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 intermediary whose main job is to transfer
capital from those who own it to those who need it.
The issue function may be broadly dividend into pre-issue management and
pose issue management. In both the stages, legal requirements have to be
complied with and several activities connected with the issue have to be
coordinated.
The pre-issue management is divided into:
a) Issue through prospectus,offer for sale and private placement.
b) Marketing and underwriting
c) Pricing of Issues
a) Public Issue through Prospectus
(a) The most common method of public issue is through prospectus. In
1991-92, of new capital issues of Rs.5750.8 crores, Rs.1903.7 crores
(33 percent) was made through prospectus.
(b)Offers for sale are offers through the intermediary of issue house or
firm of stock broker. The company sells the entire issue of shares or
debentures to the issue house at an agreed price which is generally
below the par value.
(c)The direct sale of securities by a company to investors is called
private placement. The investors include LIC, UTI GIC, SFC etc.
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To bring out a public issue, merchant bankers have to co-ordinate the
activities relating to issue with different government and public bodies,
professionals and private agencies. They have to ensure that the information
required by the Companies Act and SEBI are furnished in the prospectus and
get it vetted by reputed solicitor.
The copies of consent of experts, legal adviser, attorney, solicitor, bankers,
bankers to the issue, brokers and underwriters are to be obtained from the
Company making the issue, to be filled along with prospectus to the
Registrar of Companies. After the prospectus is ready, it has to be sent to
SEBI for vetting. IT is only after clearance by SEBI, the prospectus can be
filed with the Registrar of Companies.
Brokers to the issue canvass subscription by mailing the literature to the
clients and undertaking wide publicity. Members of stock exchange are
appointed as brokers to issue.
Principal brokers, in addition to the functions of brokers assist merchant
bankers to devise strategy for success of the public issue, keep liaison
between the merchant banker and stock exchanges and canvass support for
the issue among stock brokers. Sometimes they undertake centralized
mailing of prospectus, application forms and other publicity material at the
instant of the merchant banker.
Bankers to the issue accept applications along with subscriptions tendered at
their designated branches and forward them to the Registrar. The brokers to
the issue accept applications along with subscriptions tendered at their
designated branches and forward them to the Registrar.
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b) Marketing
After dispatch of prospectus to SEBI, the merchant bankers arrange 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. Publicity campaign covers the preparation of all publicity
material and brochures, prospectus, announcement, advertisement in the
press, radio, TV, investors conference etc. The merchant bankers help
choosing the media, determining the size and publication in which the
advertisement should appear.
The Merchant Bankers role is limited to deciding the number of
copies to be printed, checking accuracy of statements made and ensure
that the size of the application form and prospectus conform to the
standard prescribed the stock exchange. The Merchant Banker has to
ensure that the material is delivered to the stock exchange at least 21 days
before the issue opens and to brokers to the issue, branches of brokers to
the issue and underwriters on time.
Security issues are underwritten to ensure that in case of under
subscription the issues are taken up by the underwriters. SEBI has made
underwriting mandatory for issues to the public. The underwriting
arrangement should be filed with the stock exchange. Particulars of
underwriting arrangement should be mentioned in the prospectus.
The various activities connected with pre issue management are a time
bound programmed which has to be promptly attended to. The execution
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of the activities with clockwork efficiency would lead to a successful
issue.
c) Pricing of Issues
The SEBI guidelines 1992 for capital issues have opened the capital
market to free pricing of issues. Pricing of issues is done by companies
themselves in consultation with the merchant bankers. Pricing of issue is
part of pre issue management.
An existing listed company and a new company set up by an existing
company with five year track record and existing private closely held
company and existing unlisted company going in for public issues for the
first time with two and half years track record of constant profitability
can freely price the issue. The premium has to be decided after taking
into account net asset value, profit earning capacity and market price.
Justification of price has to be stated and included in the prospectus.
iv) Post Issue Management
The post issue management consists of collection of application forms
and statement of amount received from bankers, screening applications,
deciding allotment procedure, mailing of allotment letters, share
certificates and refund orders.
Registrars to the issue play a major role in post issue management. They
receive the applications, verify them and submit the basis of allotment to
the stock exchange. After the basis of allotment is approved by the stock
exchange and allotted by the Board, the auditor/company secretary has to
certify that the allotment has been made by the company as per the basis
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of allotment approved by the exchange. Registrars have to ensure that the
applications are processed and allotment/refund orders are sent within 70
days of the close of the issue. The time limit of 70 days has proved
difficult to adhere and applicants have to wait for anytime between 90 to
180 days. Merchant bankers assist the company by co-coordinating the
above activities.
 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. It
is insurance to the company with proposes to make public offer against risk
of under subscription. The issues packed by well known underwriters
generally receive a high premium from the public. This enables the issuing
company to sell securities quickly.
All public issues have to be fully underwritten. Only Category I, II and III
merchant bankers are permitted to underwrite an issue subject to the limit
that the outstanding commitments of any such individual merchant bankers
at any point of time do not exceed five times of his net worth (paid-up
capital and free reserves excluding revaluation reserves). This criterion is
applicable to brokers also. Lead managers have to underwrite mandatory 5%
of the issue or Rs.2.5 lakhs whichever is less. Banks/Merchant banking
subsidiaries cannot underwrite more than 15% of any issue.
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 Managers, Consultants or Advisers to the Issue:
The managers to the issue assist in the drafting of prospectus, application
forms and completion of formalities under the Companies Act, appointment
of Registrar for dealing with share application and transfer and listing of
shares of the company on the stock exchange. Companies are free to appoint
one or more agencies as managers to the issue. SEBI guidelines insist that all
issues should be managed by at least one authorized merchant bankers.
Ordinarily, not more than two merchant bankers should be associated as lead
managers, advisers and consultant to a public issue. In issues of over Rs.100
crores, up to a maximum of four merchant bankers could be associated as
managers.
 Portfolio Management:
Portfolio refers to investment in different kinds of securities such as shares,
debentures or bonds issued by different companies and securities issued by
the government. It is not merely a collection of unrelated assets but a careful
blended asset combination within a unified framework. Portfolio
management refers to maintaining proper combination of securities in a
manner that they give maximum return with minimum risk.
Merchant bankers provide portfolio management services to their clients.
Today the investor is very prudent. Every investor is interested in safely,
liquidity and profitability of his investment. But investors cannot study and
choose the appropriate securities. They need expert guidance. Merchant
bankers have a role to play in this regard. They have to conduct regular
market and economic surveys to know.
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i) monetary and fiscal policies of the government
ii) Financial statement of various corporate sectors in which the
investments have to be made by the investors.
iii) Secondarymarket position, i.e. how the share market is moving.
iv) Changing pattern of the industry.
v) The competition faced by the industry with similar type of
industries.
The merchant bankers have to analyze the survey and help the prospective
investors in choosing the shares. The portfolio managers generally will have
to classify the investors based on capacity and risk they can take and arrange
appropriate investment. Thus, portfolio management plans successful
investment strategies for investors.
The role that can be played by non-resident Indians in the economic
development a country is not small. With their technical skill and foreign
exchange and also with their knowledge of foreign market they can
contribute much for the country. In order to utilize this opportunity
government offering number of facilities and incentives.But the NRI
investments now showing any signs of substantial improvement for
corporatesector.
This is due to the NRI A/c’s being scattered with various branches of banks
throughout the country and no institution is taking action to pool these
resources. The non-resident themselves for investment will have to follow
many rules and regulations which are complicated. In this regard, merchant
bankers should help the NRI in selecting right type of securities and offering
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expertise guidance in fulfilling government regulations. By this service to
NRI account holders, merchant bankers can mobilize more resources for the
corporatesector.
 Advisory Service Relating to Mergers and Takeovers:
A merger is a combination of two or more companies into a single company
where one survives and others lose their corporate existence. A takeover is
the purchase by one company acquiring controlling interest in the share
capital of another existing company.
Merchant bankers are the middlemen in setting negotiation between the
offeree and offere . Being a professional expert, they are apt to safeguard the
interest of the shareholders in boththe companies.
Once the merger partner is proposed, the merchant bankers appraises
merger/takeover proposal with respect to financial viability and technical
feasibility. He negotiates purchase consideration and mode of payment. He
gets approval from the government/RBI, drafts scheme of amalgamation and
obtains approval from financial institutions.
 Off Shore Finance:
The merchant bankers help their clients in the following areas involving
foreign currency.
i) long-term foreign currency loans
ii) joint venture abroad
iii) financial exports and imports and
32
iv) Foreign collaboration arrangements.
The bankers render other financial services such as appraisal, negotiations
and compliance with procedural and legal aspects.
 Non-ResidentInvestment:
The services of merchant bankers include investment advisory services to
NRI in terms of identification of investment opportunities, selection of
securities, investment management etc. They also take care of the
operational details like purchase and sale of securities, securing necessary
clearance from RBI for repatriation of interest and dividend.
33
CHAPTER-10
 Functions of Merchant Banking.
1. Raising Finance for Clients: Merchant Banking helps its clients to raise
finance through issue of shares, debentures, bank loans, etc. It helps its
clients to raise finance from the domestic and international market. This
finance is used for starting a new business or project or for modernization or
expansion of the business.
2. Broker in Stock Exchange: Merchant bankers act as brokers in the stock
exchange. They buy and sell shares on behalf of their clients. They conduct
research on equity shares. They also advise their clients about which shares
to buy, when to buy, how much to buy and when to sell. Large brokers,
Mutual Funds, Venture capital companies and Investment Banks offer
merchant banking services.
3. Project Management : Merchant bankers help their clients in the many
ways. For e.g. advising about location of a project, preparing a project
report, conducting feasibility studies, making a plan for financing the
project, finding out sources of finance, advising about concessions and
incentives from the government.
4. Advice on Expansion and Modernization: Merchant bankers give
advice for expansion and modernization of the business units. They give
expert advice on mergers and amalgamations, acquisition and takeovers,
diversification of business, foreign collaborations and joint-ventures,
technology upgradation , etc.
34
5. Handling Government Consent for Industrial Projects: A businessman
has to get government permission for starting of the project. Similarly, a
company requires permission for expansion or modernization activities. For
this, many formalities have to be completed. Merchant banks do all this
work for their clients.
6. Special Assistance to Small Companies and Entrepreneurs: Merchant
banks advise small companies about business opportunities, government
policies, incentives and concessions available. It also helps them to take
advantage of these opportunities, concessions,etc.
7. Services to Public Sector Units: Merchant banks offer many services to
public sector units and public utilities. They help in raising long-term
capital, marketing of securities, foreign collaborations and arranging long-
term finance from term lending institutions.
8. Revival of Sick Industrial Units: Merchant banks help to revive (cure)
sick industrial units. It negotiates with different agencies like banks, term
lending institutions, and BIFR (Board for Industrial and Financial
Reconstruction). It also plans and executes the full revival package.
9. Portfolio Management : A merchant bank manages the portfolios
(investments) of its clients. This makes investments safe, liquid and
profitable for the client. It offers expert guidance to its clients for taking
investment decisions.
10. Leasing Services: Merchant bankers also help in leasing services. Lease
is a contract between the lesser and lessee, whereby the lesser allows the use
35
of his specific asset such as equipment by the lessee for a certain period. The
lesser charges a fee called rentals.
36
CHAPTER-11
 GUIDELINES FOR MERCHANT BANKERS BY SEBI.
Merchant Banking has been statutorily brought within the framework of the
securities and Exchange Board of India under SEBI (Merchant Bankers)
Regulations, 1992.
1) In terms of the guidelines issued during April 1990, all merchant
bankers will require authorization by SEBI to carry out business.
The criteria for authorization include:
(i) Professional qualification in finance, law or business
management.
(ii) Infrastructure like adequate office space, equipment and
manpower;
(iii) Employment of 2 persons who have the experience to conduct
business of Merchant Bankers;
(iv) Capital adequacy ;
(v) Past track of record, experience, general reputation and fairness
in all transactions.
2) SEBI issued further guidelines classifying the Merchant Bankers into
4 categories based on the nature of range of activities and their
responsibilities to SEBI investors and issuers of securities. SEBI has
issued revised guidelines on December 22, 1992 classifying the
activities of Merchant Bankers as follows :
 The first category consist of Merchant Bankers who carry on
37
any activity of issue management which will inter alia consist
of preparation of prospectus and other information relating to
the issue, determining financial structure, tie up of financiers
and financial allotment and refund of subscription and to act in
the capacity of Manager, Advisor or Consultant to an issue,
portfolio manager and underwriter.
 The second category consists of those authorized to act in the
capacity of co-manager/advisor, consultant, and underwriter to
an issue or portfolio manager.
 The third category consists of those authorized to act as
underwriter, advisor or consultant to an issue.
 The fourth category consists of Merchant Bankers who act as
Advisor or consultant to an issue.
 Minimum net worth of first category is Rs.1Crore, second
category is Rs.50 lakhs, third category is Rs.20 lakhs and fourth
category is Nil.
The above classification was valid upto December 1997 only.
3) An initial authorization fee, an annual fee and renewable fee may be
collected by SEBI.
4) All issues must be managed at least by one authorized banker,
functioning as the sole manager or the lead manager. Ordinarily, not
38
more than two merchant bankers should be associated as lead
managers. But for issues over Rs.100 Crore and above, the number of
lead managers may go up to a maximum of four. The specific
responsibilities of each lead manager must be submitted to SEBI prior
to the issue.
5) The lead merchant banker holding a certificate under category I shall
accept a minimum underwriting obligation of 5% to the total
underwriting commitment of Rs.25 lakhs whichever is less.
6) Each merchant banker is required to furnish to the SEBI half-yearly
Unaudited financial results when required by it with a view to monitor
the capital adequacy of the merchant banker.
7) SEBI has prescribed a code of conduct to the merchant bankers. The
banker must perform his duties with highest standards of integrity and
fairness in all his dealings. He will render at all times high standards
of service, exercise due diligence, ensure proper care and exercise
independent professional judgment. The merchant banker and his
personnel will act in an ethical manner in all his dealings with the
investors, clients and fellow bankers. All merchant bankers must
adhere to the codeof conduct.
8) The above guidelines will be administered by SEBI and it will
supervise the activities of merchant bankers.
9) SEBI has been vested with power to suspend or cancel the
authorization case of violation of the guidelines.
10)To ensure transparency and accountability in the operation of
merchant bankers and to protect the investors, a number of
obligations and responsibilities have been imposed on them. It has
39
been decided to ask merchant bankers to enter into agreement with
corporate body setting out their mutual rights, liabilities and
obligations relating to an issue particularly on disclosure, allotment
and refund, maintenance of books of accounts and submission of half-
yearly reports to SEBI.
11) Inspections will be conducted by SEBI to ensure that provisions of
the regulations are properly complied with and to investigate the
complaints from customers. It is obligatory on the part of merchant
bankers to furnish all the details sought by the investigating team. The
regulations, however, indicate that the Board would give reasonable
notice to merchant bankers before undertaking inspection. On the
basis of inspection report, the board will communicate the contents of
the report to the concerned merchant banker to give him/her
submissions. On receipt of the explanations, if any, of the merchant
bankers, the SEBI would advise merchant bankers to take any
measures that it may deem fit, and to comply with the provisions of
the regulations.
40
CHAPTER-12
 SCOPE FOR MERCHANT BANKING IN INDIA.
In the present day capital market scenario, the merchant banks play the role
of an encouraging and supporting force to the entrepreneurs, corporate
sectors and the investors. There is vast scope for merchant bankers to
enlarge their operations both in domestic and international market.
 Growth of New Issues Market:
The growth of new issue market is unprecedented since 1990-91. The
amount of annual average of capital issues by non-government public
companies was only about 90crores in the 70s , the same rose to over
Rs.1,000crores in the 80’s and further to Rs.12,700crores in the first four
years of 1990’s. This figure could be well beyond Rs.40000crores by the end
of 1994-95. The number of capital issues has also increased from 363 in
1990-91 to 900 in 1993-94. The trend is expected to continue in future.
 Entry of ForeignInvestors:
An outstanding development in the history of Indian capital market was its
opening up in 1992 by allowing foreign institutional investors to invest in
primary and secondary market and also permitting Indian companies to
directly tap foreign capital through euro issues. Within two years to March
1994, the total in flow of foreign capital through these routes reached to
about $5 billion. It is estimated that this figure may go up to $35-40 billion
by the turnoff this century. Further, foreign direct investment as also
41
investment by NRIs has risen considerably due to number of incentives
offered to them. The need the services of Merchant Bankers to advise them
for their investment in India. The increasing number of joint ventures abroad
by Indian companies also requires expert services of Merchant bankers.
 Changing Policyof Financial Institutions:
With the changing emphasis in the lending policies of financial institutions
from security orientation to project orientation, corporate enterprises would
require the expert services of merchant bankers for project appraisal,
financial management etc. The policy of decentralization and
encouragement of small and medium industries will further increase and
demand for technical and financial services which can be provided by
merchant bankers.
 Developmentof Debt Market:
The concept of debt market has set to work through National Stock
Exchange and the Over the Counter Exchange of India. Experts feel that of
the estimated capital issues of Rs.40000crores in 1994-95, a good portion
may be raised through debt instruments. The development of debt market
will offer tremendous opportunity to Merchant Bankers.
 Innovations in Financial Instruments:
The Indian capital market has witnessed innovations in the introduction of
financial instruments such as non-convertible debentures with detachable
42
warrants, cumulative convertible preference shares, zero coupon bonds, deep
discount bonds, triple option bonds, secured premium notes, floating rate
bonds, auction rates debentures etc. This has further extended the role of
Merchant Bankers as market makers for these instruments.
 Corporate Restructuring:
As a result of liberalization and globalization the competition in the
corporate sector is becoming intense. To survive in the competition,
companies are reviewing their strategies, structure and functioning. This had
led to corporate restructuring including mergers, acquisitions, splits,
disinvestments and financial restructuring.This offer good opportunity to
Merchant Bankers to extend the area of their operations.
 Disinvestment:
The government raised Rs.2000 crores through disinvestment of equity
shares of selected public sector undertakings in 1993-94. The government
proposes to shift the present method of periodic sale of public sector shares
to round the year off loading of shares directly on the stock exchange from
the year 1995-96. The government will sell the shares of identified public
sector at any time during the year when they get a good price above
minimum stipulated level. This is likely to provide good business to
Merchant Bankers in future.
The above explanation highlights, that the scope of merchant banking is vast
and there lies immense opportunities ahead of Merchant Bankers. They
43
should develop adequate infrastructure including expertise in order to
provide full range of merchant banking services to corporatesector.
 PROGRESS OF MERCHANT BANKING IN INDIA.
Merchant banking activity was officially commenced into the Indian capital
Markets when Grindlays bank received the license from reserve bank in
1967.Grindlays started its operations with management of capital issues,
recognized the requirements of upcoming class of Entrepreneurs for diverse
financial services ranging from production planning and system design to
market research. Apart from this it also provides management consulting
services to meet the Requirements of small and medium sector rather than
large sector.
 Citibank Setup its merchant banking division in Indian in 1970.
 Indian banks Started banking Services from 1972.
 State bank of India started the merchant banking division in 1972
After that there were many banks which set up the merchant bank division
such as;
 ICICI
 Bank of India
 Bank of Baroda
 CANARA Bank
 Punjab National Bank
 UCO Bank
The Merchant Bank got more importance in the year 1983 when there was a
huge boom in the primary market where the companies were going for new
issue. Merchant banking activities are organized and undertaken in several
44
forms. Commercial banks and foreign development finance institutions have
organized them through formation divisions, nationalized banks have formed
subsidiary companies, share brokers and consultancies constituted
themselves into public limited companies or registered themselves as private
limited Companies. Some merchant banking companies have entered into
collaboration with merchant bankers of foreign countries abroad with several
branches.
45
CHAPTER-13
IFCI MERCHANT BANK LIMITED
 INTRODUCTION
At the time of independence in 1947, India's capital market was relatively
under-developed. Although there was significant demand for new capital,
there was a dearth of providers. Do not equipped to provide long-term
industrial finance in any significant Manner.
.It is against this backdrop that the government established The Industrial
Finance Corporation of India (IFCI) on July 1, 1948, as the first
Development Financial Institution in the country to cater to the long-term
finance needs of the industrial sector.
The newly-established DFI was provided access to low-cost funds through
the central bank's Statutory Liquidity Ratio or SLR which in turn enabled it
to provide loans and advances to corporateborrowers at concessionalrates.
By the early 1990s, it was recognized that there was need for greater
flexibility to respond to the changing financial system. It was also felt that
IFCI should directly access the capital markets for its fund needs
. It is with this objective that the constitution of IFCI was changed in 1993
from a statutory corporation to a company under the Indian Companies Act,
1956. Subsequently, the name of the company was also changed to "IFCI
Limited" with effect from October1999.
46
 SERVICES OFFER BY IFCI
At a time, when India is throwing up investment avenues in new sectors and
projects, there is a critical need to provide specialized advisory services to
the Indian Corporate Sector in their efforts towards Industrial Advancement.
IFCI with its team of seasoned professionals and rich experience of over six
decades in the financial sector is uniquely positioned to fulfill this need. As a
catalyst of Industrial growth, IFCI provides the following service :
 CorporateAdvisory Services
 Infrastructure Advisory Services
 Monitoring of Public Issues
 Corporate Advisory Services
IFCI Corporate Advisory Group offers a host of consultancy services
which entails providing complete financial solutions to diversified
business entities. The services offered are given as under :
 ProjectConsulting:
o Investment Appraisal of Navratna / Maharatna (Most Valued
Public Sector) Companies.
o Project Conceptualization and Related Services, including
Guidance in relation to Selection of Projects, Preparation of
Feasibility Studies, DPR, Capital Structuring, Techno-
Economic Feasibility, Financial Engineering, Project
Management Design etc.
o Documentation of various project documents.
o Syndication of debt on competitive terms.
o Syndication of equity.
o Arranging private equity.
 Mergers and Acquisition :
o Buy/Sell Advisory
o Identification of Potential Projects
o Business Valuation
o Due Diligence
o Assisting in Negotiation Process
47
o Financial Structuring
o Drafting and Execution of Transaction Documents
o Deal Financing
o Sell-Side Advisory including valuation, negations with
potential client's evaluation of Bids etc.
 Disinvestment/ Bid ProcessManagement:
o Preparation of PIM and CIM, RFP and RFQ.
o Advertisement for inviting bids, Structuring of Bid Evaluation
Criteria.
o Conducting Pre-bid meetings. Designing and execution of Non-
Disclosure Agreements, Technical and Financial Evaluation of
Bids.
o Fixation of Reserve Price/upset price, Selection of successful
bidders and Execution of MUs and Agreement.
 Joint Venture/PPP Advisory :
o Formulation of vision/strategy and preparation of Business
Plan.
o Partner Evaluation, Selection, Detailed Structure of Joint
Venture and Due Diligence.
o Negotiation and Legal Documentation.
o Business Integration, Planning and Implementation, Managing
and Monitoring of the documentation, transaction and transition
process.
 Corporate Re-struckturing:
o Financial & Legal Due-diligence.
o Optimization of Capital Structure & Asset Portfolio, Market
Analysis, Cost-Benefit Analysis.
o Operational Restructuring, Preparation of Business plan.
o Funding Strategy, Preparation of relevant Agreements/ Legal
Documents.
48
 Infrastructure Advisory Services
IFCI offers a range of services to the Infrastructure Sector, with
specific emphasis on roads, ports, power and urban infrastructure.
Total solutions catering to the specific needs of clients, starting from
the stage of investment identification to financial closure are provided.
The services provided in the Infrastructure Sectorinclude :
o Facilitation of Credit Documentation.
o Due Diligence.
o Agreements & Document Review/Advice.
o Pre-Investment Review.
o Project Conceptualization and Feasibility Studies.
o Risk Allocation, Assessment & Reasonableness of Cost.
o Advise on Financing Options – Sources, Cost& Risk.
o Financial Analysis & Modeling – Scenario Analysis.
o Potential JV/Partner Profiling.
o Negotiating Supportfor Equity Buy In.
o Project Evaluation.
o Credit Syndication – Domestic & Overseas.
o Arranging Deferred Payment Guarantee, ECB.
o Placement of debt & equity.
o Capital Market Advisory Services.
 Monitoring of Public Issues
As per the SEBI (Disclosure & Investor Protection) Guidelines, 2000,
in case of issues exceeding Rs.500 crore, the issuer shall make
arrangements for the use of proceeds of the issue to be monitored by
one of the financial institutions.
IFCI offers its services as Monitoring Agency for the same :
o Carrying out of Post-Issuedue diligence;
o Ascertaining whether the utilization of issue funds has been
made for the purposes and in a manner as envisaged by the
Offer Document;
o Preparation of Monitoring Report as per the format specified at
Schedule - XIX of the above guidelines;
49
o Submission of the report to the SEBI on a half-yearly basis, till
the completion of project, for the purposes ofresult
IFCI Limited is acting as the Debenture Trustee for debenture issues by the
following companies, the details are given below:
S.
No.
Name of the
Company
Issue size
(Rs. lakh)
Type of Issue
Date of
Allotment
1. Delhi Transco Ltd. 20,000.00
NCD (Private
Placement)
02.03.2010
2.
Mukerian Papers
Ltd.
5,003.44
PCD (Public
Issue)
26.10.1994
3. Girnar Fibres Ltd. 125.00
NCD (Private
Placement)
13.04.1993
4.
Oswal Spinning &
Weaving Mills Ltd.
165.00
NCD (Private
Placement)
04.01.1993 &
20.02.1993
5.
Pasupati Spinning &
Weaving Mills Ltd.
292.54
PCD (Rights
Issue)
2112.1991
6.
Pasupati Spinning &
Weaving Mills Ltd.
588.46
PCD (Rights
Issue)
09.12.1993
7.
Pasupati Spinning &
Weaving Mills Ltd.
500.00
NCD (Private
Placement)
03.01.1994
8. VHEL Industries Ltd. 726.60
PCD (Rights
Issue)
30.04.1993
NCD=Non-ConvertibleDebentures
PCD = Partly Convertible Debentures
50
 Financial Products
IFCI offers a wide range of products to the target customer segments to
satisfy their specific financial needs. The product mix offering varies from
one business/industry segment to another. IFCI customizes the product-mix
to maximize customer satisfaction. It's domain knowledge and
innovativeness make the product-mix a key differentiator for building,
enduring and sustaining relationship with the borrowers.
o Debt Segment
IFCI structures its Debt products based on the specific requirements of the
corporate. Some of our products are :
 Short Term loans of less than 3 years duration to meet the immediate
requirements of corporates for meeting temporary gaps in working
capital, mismatch in cash flow, short term miscellaneous
requirements, investment requirement in group companies and
subsidiaries, subscribing warrants, Rights issues, Initial Public
Offerings, acquisitions, refinancing of existing debt, preoperative
expenses of projects etc.
 Corporate Loans of 3-5 years duration to meet all types of
requirements for the corporate, group companies, subsidiary
companies, investment companies etc. other than project finance
requirements.
 Project loans of 5-15 years duration to meet the fund requirements of
Greenfield projects expansions/modernization projects etc. across all
industry and infrastructure sectors.
 Different types of guarantees and Non-fund based facilities.
o Equity Segment
 Investment in IPO, Right issue, Qualified Institutional Placement
(QIP), Warrants etc as well as in the secondary markets for listed
companies.
 Strategic investment in unlisted companies.
 Trading in the secondary market including equity derivatives.
o TargetedBusiness Segments
51
Traditionally, IFCI has been meeting the changing requirements of the
clients by endeavoring to devise various schemes and financial products for
multiple industry sectors. Major Financing Schemes of IFCI included
Project Financing and Financial Services mainly to the manufacturing
industry along with a diversified industrial portfolio.
1. Public Sector Undertakings
2. Manufacturing industry
3. Infrastructure projects
o Power
o Airports (brownfield)
o Ports
o Hotels
o Urban infrastructure projects
4. NBFCs
5. Participation in Private Equity
6. Promoter funding
52
QUESTIONNAIRE
We have undertaken a doctoral research work of “SERVICES OF MERCHANT
BANKING.” Kindly provide your frank opinions. We thank you for sparing
your valuable time for answering this questionnaire. The information given
will be used for research purposeonly under strict confidentiality.
A. PersonalData:
(Please tick the appropriate answer)
1. Name of Respondent:_______________________________________________________
2. Designation :
_____________________________________________________
3. Age Group ( Years ) :  18- 35  36-50  50 – 60
4. Gender:  Male  Female
5. Education:  Under-Graduate  Graduate  Post-Graduate
 Doctorate  Others
6. Office address:
______________________________________________________________________________
______________________________________________________________________________
7. No. of years of service:__________ years.
53
B. BankingRelationship:
1. Do you provide Merchant Banking services?
 Yes  No
2. Since how many years have you been providing Merchant Banking services?
0-1  1-3  above 3
3. What Merchant Banking services do you provide?
 Portfolio Management  Loan Syndication
 Underwriting of public issue  Off Shore Finance
4. Do you provide Underwriting services?
 Yes  No
5. If yes, then which companies you provide Underwriting services? Is there any
Criteria for such?
___________________________________________________________________________
___________________________________________________________________________
54
6. Is Merchant Banking services being provided by you at each and every branch?
 Yes  No
7. Do you feel that your customers are satisfied with your Merchant Banking services?
 Yes  No
8. Nowadays,many banks provide Merchant Banking services, what distinct you
from others?
___________________________________________________________________________
___________________________________________________________________________
9. Where do you want to see IFCI bank in upcoming years?
___________________________________________________________________________
___________________________________________________________________________
10. Do you think that your customers are satisfied with the overall banking
facilities provided by you?
 Yes  No
Date: Sign:
Place:
!!! Thank you foryourTime and Effort !!!
55
CHAPTER-14
CANARA MERCHANT BANK
INFORMATION
CANARA BANK is one of the leading " Merchant Bankers / Investment
Bankers” in India, offering specialized services related to Capital Market to
Banks, PSUs, State owned Corporations, Local Statutory bodies and
Corporate sector. We are SEBI registered Category I Merchant Banker
(holding permanent certificate of registration) rendering Issue Management
(Public / Rights / Private Placement Issues), Underwriting, Consultancy and
CorporateAdvisory Services, etc. as a Capital Market Intermediary.
We also hold SEBI Certificate of Registration to handle “Bankers to an
Issue” assignments with network of exclusive Capital Market Service
Branches and Designated Branches to handle ASBA applications, Collecting
(Escrow) / Refund / Paying Banker assignments.
We do undertake "project appraisals" with linkage to resource raising plans
from Capital Market/ Debt Markets and facilitate tie-ups with Banks /
Financial Institutions and Potential Investors. Our uniqueness is in extending
services through single window / “In house” conceptin the following areas:
56
1. Merchant Banking.
2. Commercial Banking.
3. Investments.
4. Bankers to Issue - Escrow Bankers / ASBA [ SCSB ].
5. Underwriting.
6. Loan Syndication.
 SPECTRUM OF SERVICES:
 Equity Issue Management (Public/Rights).
 Debt Issue Managemen.t
 Structured Placements.
 Project Appraisals.
 Monitoring Agency Assignments.
 IPO Funding.
 Security Trustee Services.
 Agriculture Consultancy Services.
 Buy Back Assignments.
 Share Valuations.
 Syndication.
 ESOS Certification.
 Debenture Trusteeship.
 Demat Services- DP Cell.
 Issuing & Paying Agent (IPA) for Commercial Paper Issues.
57
 ISSUE MANAGEMENT SERVICES.
 Project Appraisal.
 Capital structuring.
 DRHP/RHP- Compilation of Offer Document.
 Tie Ups (placement).
 Formalities with SEBI / StockExchange / ROC etc.
 Underwriting.
 Promotion /Marketing of Issues.
 Collecting Banker / Banker to an issue.
 PostIssue Management.
 Refund Bankers.
 Debenture Trusteeship.
 Registrar & Transfer Agency.
 ASBA-SCSB.
 Corporatecounseling.
 Loan syndication.
 CONTACT INFORMATION :
For any other information please contact any of the following exclusive
officials in the dedicated team of our Merchant Banking Divisions / Capital
Market Service Branches:
58
MERCHANT BANKING SETUP:
CORPORATE
MERCHANT
BANKING
DIVISION
HEAD OFFICE,
112 J C ROAD
BANGALORE-560
002
ASSISTANT
GENERAL
MANAGER
MR. N.
RAMESH
SENIOR
MANAGER
080- 22130071
080- 22233771
hocmbd@canarabank.com
MERCHANT
BANKING
DIVISION,
PRIME
CORPORATE
BRANCH-II, 407,
4TH FLOOR,
HIMALAYA
HOUSE, 79,
MATA RAMABAI
AMBEDKAR
MARG,
MUMBAI – 400 001
MANAGER 022-
22677405;22677406
mbdcomcity@canarabank.com
MERCHANT
BANKING
DIVISION,
DCM BUILDING,
16 BARAKHAMBA
ROAD,
NEW DELHI-110
019
Mr.
ARVIND
KUMAR,
CA.,
SENIOR
MANAGER
011-
23323891;23753121
mbdcodel@canarabank.com
kumar_arvind@canarabank.com
MERCHANT
BANKING
DIVISION,
PRIME
CORPORATE
BRANCH,
GR FLOOR,
SPENCER TOWER-
I,
770 A, ANNA
SALAI,
CHENNAI-600002
MR.
SANTOSH
KUMAR
PATRA CA.,
MANAGER
044- 28497011 cb2596@canarabank.com
59
CAPITAL MARKET SERVICE BRANCHES:
CAPITAL MARKET
SERVICE BRANCH,
JEEVAN BHARTI
BUILDING,
TOWER-II, SANSAD
MARG,
NEW DELHI-110 001
MR. KANSAL
C R
SENIOR
MANAGER
011-
23356864
cb2471@canarabank.com
CAPITAL MARKET
SERVICE BRANCH,
407, 4TH FLOOR,
HIMALAYA
HOUSE,
79, MATA
RAMABAI
AMBEDKAR MARG,
MUMBAI – 400 001
Mr. ARVIND
PAWAR
OFFICER
022-
22661618
22692973
cb2422@canarabank.com
CAPITAL MARKET
SERVICE BRANCH,
NARAYAN
CHAMBER,
GROUND FLOOR,
NEHRU BRIDGE
CORNER ,
ASHRAM ROAD,
AHMEDABAD-380
009
MR. S M
BHATT
MANAGER
079-
26578837
cb2496@canarabank.com
60
 A S B A [Applications Supported by Blocked Amount]
Enabled SCSB.
Applications Supported by Blocked Amount [ASBA] is an initiative by
SEBI to make the process of Subscription to Capital Issues (Primary) more
efficient. Under this system, the application money will remain in the
account of the customer, earning interest till the basis of allotment of shares.
offer this facility to our CASA account holders intending to invest in capital
issues. A hold is created in the account of the customer to the extent of value
of shares applied for in the primary market and the hold is released after the
finalization of Basis of Allotment. The blocked amount is transferred to the
issuer company to match the quantum of shares allotted.
 The following are the requirement for applying through the
ASBA process by the Account holder:
 Account holder / Investor should be from the approved category
eligible to apply as per SEBI guidelines.
 Should have a Savings / Current account (CASA) with us.
 Should have a Demat Account with a Depository Participant.
 Should have a Permanent Account Number (PAN).
 Availability of sufficient balance in the account for creating a hold in
the account to the extent of application money required/mentioned in
the ASBA application.
61
 The following options are available to the ASBA investor:
 A maximum of 5 applications can be submitted from a single account
 ASBA Application can be submitted at any of our 1874 Designated
Branches.
 Option available to the investor to revise the bid/delete the bid within
the bidding period.
 ASBA facility extended through IMB for our retail IMB clients.
62
QUESTIONNAIRE
We have undertaken a doctoral research work of “SERVICES OF MERCHANT
BANKING.” Kindly provide your frank opinions. We thank you for sparing
your valuable time for answering this questionnaire. The information given
will be used for research purposeonly under strict confidentiality.
A. PersonalData:
(Please tick the appropriate answer)
6. Name of Respondent:_______________________________________________________
7. Designation :
_____________________________________________________
8. Age Group ( Years ) :  18- 35  36-50  50 – 60
9. Gender:  Male  Female
10. Education:  Under-Graduate  Graduate  Post-Graduate
 Doctorate  Others
6. Office address:
______________________________________________________________________________
______________________________________________________________________________
7. No. of years of service:__________ years.
63
B. BankingRelationship:
1. Do you provide Merchant Banking services?
 Yes  No
2. Since how many years have you been providing Merchant Banking services?
0-1  1-3  above 3
3. What Merchant Banking services do you provide?
 Portfolio Management  Loan Syndication
 Underwriting of public issue  Off Shore Finance
4. Do you provide Underwriting services?
 Yes  No
5. If yes, then which companies you provide Underwriting services? Is there any
Criteria for such?
___________________________________________________________________________
___________________________________________________________________________
64
6. Is Merchant Banking services being provided by you at each and every branch?
 Yes  No
7. Do you feel that your customers are satisfied with your Merchant Banking services?
 Yes  No
8. Nowadays,many banks provide Merchant Banking services, what distinct you
from others?
___________________________________________________________________________
___________________________________________________________________________
9. Where do you want to see Canara bank in upcoming years?
___________________________________________________________________________
___________________________________________________________________________
10. Do you think that your customers are satisfied with the overall banking
facilities provided by you?
 Yes  No
Date: Sign:
Place:
!!! Thank youfor yourTime and Effort !!!
65

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Services of mb............... (2)

  • 1. 1 CHAPTER-1  WHAT IS FINANCIAL SERVICES. Financial services are those that help with borrowing and funding, lending and investing, buying and selling securities, making and enabling payments and categories of financial services are funds intermediation, payments mechanism, and provision of liquidity, risk management and financial engineering. Financial services are necessary for the management of risk in the increasingly complex global economy. They enable risk transfer and protection from risk. The four financial system components discussed do not function in isolation. They are independent and interact continuously with each other. Their interaction leads to the development of a smoothly functioning financial system. A financial service is a term used to refer to the services provided by the finance industry. Banks, insurance companies, investment banks, and brokerages, are examples of the types of firms forming this industry: They provide money and investment and related services. Financial services are the term used to describe those organizations that deal with the management of money. Financial services include banking, insurance, stock broking (i.e. the buying and selling of stocks and shares), credit card companies, etc. Financial services refer to services provided by the finance industry. The finance industry encompasses a broad range of organizations that deal with the management of money. Among these organizations are banks, credit card companies, insurance companies, consumer finance companies, stock
  • 2. 2 brokerages, investment funds and some government sponsoredenterprises. Therefore in simple words, Financial services are the economic services provided by the finance industry, which encompasses a broad range of organizations that manage money, including credit unions, banks, credit card companies, insurance companies, accountancy companies, consumer finance companies, stock brokerages, investment funds and some government sponsored enterprises. The term "financial services" became more prevalent in the United States partly as a result of the Gramm-Leach-Bliley Act of the late 1990s, which enabled different types of companies operating in the U.S. financial services industry at that time to merge. Financial Services are generally not limited to the field of deposit-taking, loan and investment services, but is also present
  • 3. 3 in the fields of insurance, estate, trust and agency services, securities, and all forms of financial or market intermediation including the distribution of financial products. These are the types of firms comprising the market, that provide a variety of money and investment related services. Financial services are the largest market resource within the world, in terms of earnings.
  • 4. 4 CHAPTER-2  DEFINITION OF FINANCIAL SERVICES. Financial Services can be defined as the products and services offered by institutions like banks of various kinds for the facilitation of various financial transactions and other related activities in the world of finance like loans, insurance, credit cards, investment opportunities and money management as well as providing information on the stock market and other issues like market trends. The term “Financial Services” means “mobilizing and allocating savings”. In general, all types of activities, which are of a financial nature, could be brought under the term ‘financial services’. Thus, it includes all activities involved in the transformation of saving into investment. The ‘financial service’ can also be called ‘financial intermediation’. Financial intermediation is process by which funds are mobilized from a large number of savers and make them available to all those who are in need of it and particularly to corporate customers. Thus, financial services sector is a key area and it is very vital for industrial developments.
  • 5. 5 CHAPTER -3  TYPES OF FINANCIAL SERVICES. Today the importance of the financial services is gaining momentum all over the world. In these days complex finance, people accept a financial service company to play a very dynamic role not only as a provider of finance but as a departmental store of finance. They can be grouped under two heads:
  • 6. 6 A. Fund based activities.  Leasing: A lease is an agreement under which a company or a firm acquires a right to make use of a capital asset like machinery, on payment of a prescribed fee called “rental charges”. The lessee cannot acquire any ownership to the asset, but he can use it and have full control over it. He is expected to pay for all maintenance charges and repairing and operating costs. In India, many financial companies have started equipment leasing business. Commercial banks have also been permitted to carry on this business by forming subsidiary companies.  Hire purchase: Hire purchase is a kind of installment purchase where the businessman (hirer) agrees to pay the cost of the equipment in different installments over a period of time. This installment covers the principal amount and the interest cost towards the purchase of an asset for the period the asset is utilized. The hirer gets the possession of the asset as soon as the hire purchase agreement has been signed.  Discounting: Discounting is a financial mechanism in which a debtor obtains the right to delay payments to a creditor, for a defined period of time, in exchange for a charge or fee.
  • 7. 7  Loans: A loan is a type of debt. Like all debt instruments, a loan entails the redistribution of financial assets over time, between the lender and the borrower. In a loan, the borrower initially receives or borrows an amount of money, called the principal, from the lender, and is obligated to pay back or repay an equal amount of money to the lender at a later time. Typically, the money is paid back in regular installments, or partial repayments; in an annuity, each installment is the same amount. The loan is generally provided at a cost, referred to as interest on the debt, which provides an incentive for the lender to engage in the loan.  Venture Capital: Venture capital (VC) is financial capital provided to early-stage, high- potential, high risk, growth startup companies. The venture capital fund makes money by owning equity in the companies it invests in, which usually have a novel technology or business model in high technology industries, such as biotechnology, IT and software. The typical venture capital investment occurs after the seed funding round as growth funding round (also referred to as Series A round) in the interest of generating a return through an eventual realization event, such as an IPO or trade sale of the company. Venture capital is a subset of private equity. Therefore, all venture capital is private equity, but not all private equity is venture capital.
  • 8. 8  Housing Finance: In housing finance there are various schemes like purchase of new house, construction of in home, home improvement, repairs, land purchase, bridge loans etc. In house financing is a facility by which prospective buyer of any type of goods is provided required finance by the seller. Thus, seller becomes financier too in case of in-house financing. There are many types of advantages associated with this facility. First of all, a person is able to get finance at lower costs as there are no middlemen involved .Middlemen here mean financial institutions and other lenders that provide finance for buying goods. Second advantage is getting finance at easy terms and conditions as seller of goods is making profit out of sale also. Third advantage of in-house financing is that a person is not required to approach different lenders and compare them for getting finance at lowest cost. Similarly, in-house financing also involves less formalities pertaining to documentation etc. By way of in-house financing, a personis able to get finance quickly.  Factoring: Factoring is a financing option that provides a business with the immediate funding to grow and expand its core business, and allowing it to: take supplier discounts, buy equipment and supplies to take on more orders, improve its credit, make payroll and pay payroll taxes, and meet all of its other financial obligations. In addition, Factoring can allow business to outsource accounts receivable management, collections, and credit checking activities to free up resources to concentrate on managing and growing their core business.
  • 9. 9 B. Non-Fund based activities.  Issue management: Issue management covers marketing of securities i.e. equity shares, preference shares, debentures or bonds. It covers marketing of securities i.e. equity shares, preference shares, debentures and bond. it involves pre-issue and post-issue management. Pre-issue management can be through prospectus offer for sale or provide placement. Post-issue management covers collection of application forms, deciding allotment procedure, share certificate, refund order etc.  Portfolio Management: Portfolio means combination of various securities and investment. Here merchant bankers assist in maintain the proper portfolio by having good qualification of shares, debentures, bonds, government securities, equities etc.  Loan Syndication: It refers to assistance to get term loan for project. It may be obtain from single institution. The decision of which financial institutions to be approach and it is given by merchant banking. This is more or less similar to consortium financing. But, this work is taken up by the merchant banker as a
  • 10. 10 lead manager. It also enables the members of the syndicate to share the credit risk associated with a particular loan among them.  Advisory Services Relating to Mergers & Takeovers: A merger is a combination of two or more companies into a single company where one survives and other lose their corporate existence. A Takeover is the purchase by one company acquiring controlling interest in the share capital of another existing company. Merger means that the two merging companies become history and a new firm is established while acquisition means only one company become history which is the acquired company while the acquiring company remains.  Corporate Counseling: Its covers activities related to companies such as project counseling, capital restricting, project management, loan syndication, fixed deposits, working capital, lease finance, public issue management. It is provide to every business unit to ensure better performance, stay growth and better image among investor.
  • 11. 11 CHAPTER-4  VARIOUS FINANCIAL SERVICES BEFORE LPG.  Banks: A "commercial bank" is what is commonly referred to as simply a "bank". The term "commercial" is used to distinguish it from an "investment bank", a type of financial services entity which, instead of lending money directly to a business, helps businesses raise money from other firms in the form of bonds (debt) or stock(equity). Other types of banking services: o Private banking - Private Banks provide banking services exclusively to high net worth individuals. Many financial services firms require a person or family to have a certain minimum net worth to qualify for private banking services. Private Banks often provides more personal services, such as wealth management and tax planning, than normal retail banks. o Capital market bank - bank that underwrite debt and equity, assist company deals (advisory services, underwriting and advisory fees), and restructure debt into structured finance products. o Bank cards - include both credit cards and debit cards. Bank of America is the largest issuer of bank cards. o Credit card machine services and networks - Companies which provide credit card machine and payment networks call themselves "merchant card providers".
  • 12. 12  Foreign exchange services: Foreign exchange services are provided by many banks around the world. Foreign exchange services include: o Currency Exchange - where clients can purchase and sell foreign currency banknotes o Wire transfer - where clients can send funds to international banks abroad o Foreign Currency Banking - banking transactions are done in foreign currency  Investment services: o Asset management - the term usually given to describe companies which run collective investment funds. o Hedge fund management - Hedge funds often employ the services of "prime brokerage" divisions at major investment banks to execute their trades. o Custody services - the safe-keeping and processing of the world's securities trades and servicing the associated portfolios. Assets under custodyin the world are approximately $100 trillion.  Insurance: o Insurance brokerage - Insurance brokers shop for insurance (generally corporate property and casualty insurance) on behalf of
  • 13. 13 customers. Recently a number of websites have been created to give consumers basic price comparisons for services such as insurance, causing controversy within the industry. o Insurance underwriting - Personal lines insurance underwriters actually underwrite insurance for individuals, a service still offered primarily through agents, insurance brokers, and stock brokers. Underwriters may also offer similar commercial lines of coverage for businesses. Activities include insurance and annuities, life insurance, retirement insurance, health insurance, and property & casualty insurance. o Reinsurance - Reinsurance is insurance sold to insurers themselves, to protect them from catastrophic losses.  Other financial services: o Intermediation or advisory services - These services involve stock brokers (private client services) and discount brokers. Stock brokers assist investors in buying or selling shares. Primarily internet-based companies are often referred to as discount brokerages, although many now have branch offices to assist clients. These brokerages primarily target individual investors. Full service and private client firms primarily assist execute trades and execute trades for clients with large amounts of capital to invest, such as large companies, wealthy individuals, and investment management funds.
  • 14. 14 o Angel investment - An angel investor or angel (known as a business angel or informal investor in Europe), is an affluent individual who provides capital for a business start-up, usually in exchange for convertible debt or ownership equity. A small but increasing number of angel investors organize themselves into angel groups or angel networks to share research and pooltheir investment capital. o Conglomerates - A financial services conglomerate is a financial services firm that is active in more than one sector of the financial services market e.g. life insurance, general insurance, health insurance, asset management, retail banking, wholesale banking, investment banking, etc. A key rationale for the existence of such businesses is the existence of diversification benefits that are present when different types of businesses are aggregated i.e. bad things don't always happen at the same time. As a consequence, economic capital for a conglomerate is usually substantially less than economic capital is for the sum of its parts.
  • 15. 15 CHAPTER-5  VARIOUS FINANCIAL SERVICES AFTER LPG.  MerchantBankers: Their main focus is on management activities related to capital raising exercise in the form of IPO, debenture issue & loan syndication. These bankers would be in shares / debentures issue management, underwriting, selling etc.  Leasing & Hire Purchase Companies: These NBFCs are involved in providing assets on lease / hire purchase basis to corporate & other commercial / industrial entities.  Mutual funds: These asset management companies (NBFCs) collect fund corpus from the retail investors & using their expertise, invest in capital market (debt & equity) as well as money market. They also invest in other assets such as commodities, bullion, real estate etc.  Venture capital Funds: These provide funds to startup ventures of promising nature. These ventures are high risk ventures, being no success history to establish confidence in the minds of regular funding entities. These funds work on high risk & high return equation.
  • 16. 16  Rating Agencies: Provide rating of debt, credit, commercial paper & firm based on their past performance, balance sheet quality & futuristic review.  Other NBFCs: These include consumer finance companies, portfolio management companies etc.  The stock Exchange: Stock exchanges provide number of services & functions within the financial world. Their basic purpose is monitoring & marketplace.  Monitoring agency: In order for a stock to be listed with a particular exchange, it must complete a series of requirements & SEBI filings. Presence on any given exchange indicates that all qualifying criteria have been met.  Marketplace: The importance of the stock exchange lies in the fact that it allows investors to maintain liquidity for their investment. When a stock is listed on a major exchange, it allows any shareholder to sell his or her shares almost instantly.
  • 17. 17 CHAPTER-6  WHAT IS MERCHANT BANKING. Merchant Banking is a combination of Banking and consultancy services. It provides consultancy, to its clients, for financial, marketing, managerial and legal matters. Consultancy means to provide advice, guidance and service for a fee. It helps a businessman to start a business. It helps to raise (collect) finance. It helps to expand and modernize the business. It helps in restructuring of a business. It helps to revive sick business units. It also helps companies to register, buy and sell shares at the stock exchange. In short, merchant banking provides a wide range of services for starting until running a business. It acts as Financial Engineer for a business.
  • 18. 18 A Merchant bank is a financial institution that provides capital to companies in the form of share ownership instead of loans. A merchant bank also provides advisory on corporate matters to the firms they lend to. In the United Kingdom, the term "merchant bank" refers to an investment bank. Merchant banking implies investment management. Companies raise capital by issuing securities in the market. Merchant bankers act as intermediaries between the issuers of capital and the investors who purchase these securities. Merchant banking is the financial intermediation that matches the entities that need capital and those that have capital for investment.,etc. .
  • 19. 19 CHAPTER-7  DEFINITION OF MERCHANT BANKING. There is no universal definition for merchant banking. It assumes diverse functions in different countries. So merchant banking may be defined as ‘an institution which covers a wide range of activities such as management of customer services, portfolio management, credit syndication, acceptance credit counseling, insuranceetc.
  • 20. 20 CHAPTER-8  MERCHANT BANKS V/S COMMERCIAL BANKS: There are differences in approach, attitude and areas of operations between commercial banks and merchant banks. The differences between merchant banks and commercial banks are summarized below: 1. Commercial banks basically deal in debt and debt related finance and their activities are appropriately arrayed around credit proposals, credit appraisal and loan sanctions. On the other hand, the area of activity of merchant bankers is ‘equity and equity related finance.’ They deal with mainly funds raised through money market and capital market. 2. Commercial banks are asset oriented and their lending decisions are based on detailed credit analysis of loan proposals and the value of security offered against loans. They generally avoid risks. The merchant banks are management oriented. They are willing to acceptrisk of business. 3. Commercial banks are catering to the needs of the common man whereas the merchant banks cater to the needs of corporatefirms. 4. Any person can open a bank account in the commercial bank whereas it cannot be done in the merchant bank. 5. Merchant bank deals with equities whereas the commercial bank deals with debt related finance which includes the activities like credit proposals, loan sanctions etc.
  • 21. 21 6. The merchant bank is exposed to the market so it is more exposed to risk as compared to commercial banks. 7. Merchant bank is related to the primary market whereas the commercial markets are more into secondarymarkets. 8. Merchant banking activities are capital restructuring, underwriting, portfolio management etc whereas the commercial banks play the role of financers. 9. The activities of merchant banks have a direct impact on the growth and liquidity of money markets. 10. Merchant Bank is management oriented whereas the commercial banks are asset oriented 11. The commercial banks generally avoid risks and on the other hand the merchant banks are willing to take the risks. 12. Commercial banks are merely financiers. The activities of merchant bankers include project counseling, corporate counseling in areas of capital restructuring, amalgamations, mergers, takeover etc.
  • 22. 22 CHAPTER-9  SERVICES OF MERCHANT BANKS. The financial institutions in India could not meet the demand for long term funds required by the ever expanding industry and trade. The corporate sector enterprises, therefore, meet their requirements through issue of shares and debentures in the capital market. To raise money from capital market, promoters bank upon merchant bankers who manage the whole show by rendering multifarious services. The merchant banker also advises the investors of the incentives available in the form of tax relief and other statutory obligations. The services of merchant bankers are described in detail in the following section.  Corporate Counseling: Corporate counseling covers the entire field of merchant banking activities viz. project counseling, capital restructuring, project management, public issue management, loan syndication, working capital, fixed deposit, lease financing, acceptance credit etc. The scope of corporate counseling is limited to giving suggestions and opinions to the client and help taking actions to solve their problems. It is provided to a corporate unit with a view to ensure better performance, maintain steady growth and create better image among investors.
  • 23. 23  Projectcounseling: Project counseling includes preparation of project reports, deciding upon the financing pattern to finance the cost of the project and appraising project report with the financial institutions or banks. Project reports are prepared to obtain government approval, get financial assistance from institutions and loan for the public issue. The financing mix is to be decided keeping in view the rules, regulations and norms prescribed by the government or following by financial institutions. The projects are appraised, as to the location, technical, commercial and financial viability of the project. Project counseling also includes filling up of application forms with relevant information for obtaining funds from financial institutions.  Loan Syndication: Loan syndication refers to assistance rendered by merchant banks to get mainly term loans for projects, such loans may be obtained from a single development finance institution or a syndicate or consortium. Merchant Banks help corporate clients to raise syndicated loans from commercial banks.Merchant Banks help clients approach financial institutions for term loans. The decision as to which financial institution should be approached depends on industry, location of the unit and size of project cost. The Merchant Bankers, first, make an appraisal of the project to satisfy that it is viable. The next step is designing capital structure, determining the promoter’s contribution and arising at a figure of approximate amount of term loans to be raised.
  • 24. 24  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 intermediary whose main job is to transfer capital from those who own it to those who need it. The issue function may be broadly dividend into pre-issue management and pose issue management. In both the stages, legal requirements have to be complied with and several activities connected with the issue have to be coordinated. The pre-issue management is divided into: a) Issue through prospectus,offer for sale and private placement. b) Marketing and underwriting c) Pricing of Issues a) Public Issue through Prospectus (a) The most common method of public issue is through prospectus. In 1991-92, of new capital issues of Rs.5750.8 crores, Rs.1903.7 crores (33 percent) was made through prospectus. (b)Offers for sale are offers through the intermediary of issue house or firm of stock broker. The company sells the entire issue of shares or debentures to the issue house at an agreed price which is generally below the par value. (c)The direct sale of securities by a company to investors is called private placement. The investors include LIC, UTI GIC, SFC etc.
  • 25. 25 To bring out a public issue, merchant bankers have to co-ordinate the activities relating to issue with different government and public bodies, professionals and private agencies. They have to ensure that the information required by the Companies Act and SEBI are furnished in the prospectus and get it vetted by reputed solicitor. The copies of consent of experts, legal adviser, attorney, solicitor, bankers, bankers to the issue, brokers and underwriters are to be obtained from the Company making the issue, to be filled along with prospectus to the Registrar of Companies. After the prospectus is ready, it has to be sent to SEBI for vetting. IT is only after clearance by SEBI, the prospectus can be filed with the Registrar of Companies. Brokers to the issue canvass subscription by mailing the literature to the clients and undertaking wide publicity. Members of stock exchange are appointed as brokers to issue. Principal brokers, in addition to the functions of brokers assist merchant bankers to devise strategy for success of the public issue, keep liaison between the merchant banker and stock exchanges and canvass support for the issue among stock brokers. Sometimes they undertake centralized mailing of prospectus, application forms and other publicity material at the instant of the merchant banker. Bankers to the issue accept applications along with subscriptions tendered at their designated branches and forward them to the Registrar. The brokers to the issue accept applications along with subscriptions tendered at their designated branches and forward them to the Registrar.
  • 26. 26 b) Marketing After dispatch of prospectus to SEBI, the merchant bankers arrange 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. Publicity campaign covers the preparation of all publicity material and brochures, prospectus, announcement, advertisement in the press, radio, TV, investors conference etc. The merchant bankers help choosing the media, determining the size and publication in which the advertisement should appear. The Merchant Bankers role is limited to deciding the number of copies to be printed, checking accuracy of statements made and ensure that the size of the application form and prospectus conform to the standard prescribed the stock exchange. The Merchant Banker has to ensure that the material is delivered to the stock exchange at least 21 days before the issue opens and to brokers to the issue, branches of brokers to the issue and underwriters on time. Security issues are underwritten to ensure that in case of under subscription the issues are taken up by the underwriters. SEBI has made underwriting mandatory for issues to the public. The underwriting arrangement should be filed with the stock exchange. Particulars of underwriting arrangement should be mentioned in the prospectus. The various activities connected with pre issue management are a time bound programmed which has to be promptly attended to. The execution
  • 27. 27 of the activities with clockwork efficiency would lead to a successful issue. c) Pricing of Issues The SEBI guidelines 1992 for capital issues have opened the capital market to free pricing of issues. Pricing of issues is done by companies themselves in consultation with the merchant bankers. Pricing of issue is part of pre issue management. An existing listed company and a new company set up by an existing company with five year track record and existing private closely held company and existing unlisted company going in for public issues for the first time with two and half years track record of constant profitability can freely price the issue. The premium has to be decided after taking into account net asset value, profit earning capacity and market price. Justification of price has to be stated and included in the prospectus. iv) Post Issue Management The post issue management consists of collection of application forms and statement of amount received from bankers, screening applications, deciding allotment procedure, mailing of allotment letters, share certificates and refund orders. Registrars to the issue play a major role in post issue management. They receive the applications, verify them and submit the basis of allotment to the stock exchange. After the basis of allotment is approved by the stock exchange and allotted by the Board, the auditor/company secretary has to certify that the allotment has been made by the company as per the basis
  • 28. 28 of allotment approved by the exchange. Registrars have to ensure that the applications are processed and allotment/refund orders are sent within 70 days of the close of the issue. The time limit of 70 days has proved difficult to adhere and applicants have to wait for anytime between 90 to 180 days. Merchant bankers assist the company by co-coordinating the above activities.  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. It is insurance to the company with proposes to make public offer against risk of under subscription. The issues packed by well known underwriters generally receive a high premium from the public. This enables the issuing company to sell securities quickly. All public issues have to be fully underwritten. Only Category I, II and III merchant bankers are permitted to underwrite an issue subject to the limit that the outstanding commitments of any such individual merchant bankers at any point of time do not exceed five times of his net worth (paid-up capital and free reserves excluding revaluation reserves). This criterion is applicable to brokers also. Lead managers have to underwrite mandatory 5% of the issue or Rs.2.5 lakhs whichever is less. Banks/Merchant banking subsidiaries cannot underwrite more than 15% of any issue.
  • 29. 29  Managers, Consultants or Advisers to the Issue: The managers to the issue assist in the drafting of prospectus, application forms and completion of formalities under the Companies Act, appointment of Registrar for dealing with share application and transfer and listing of shares of the company on the stock exchange. Companies are free to appoint one or more agencies as managers to the issue. SEBI guidelines insist that all issues should be managed by at least one authorized merchant bankers. Ordinarily, not more than two merchant bankers should be associated as lead managers, advisers and consultant to a public issue. In issues of over Rs.100 crores, up to a maximum of four merchant bankers could be associated as managers.  Portfolio Management: Portfolio refers to investment in different kinds of securities such as shares, debentures or bonds issued by different companies and securities issued by the government. It is not merely a collection of unrelated assets but a careful blended asset combination within a unified framework. Portfolio management refers to maintaining proper combination of securities in a manner that they give maximum return with minimum risk. Merchant bankers provide portfolio management services to their clients. Today the investor is very prudent. Every investor is interested in safely, liquidity and profitability of his investment. But investors cannot study and choose the appropriate securities. They need expert guidance. Merchant bankers have a role to play in this regard. They have to conduct regular market and economic surveys to know.
  • 30. 30 i) monetary and fiscal policies of the government ii) Financial statement of various corporate sectors in which the investments have to be made by the investors. iii) Secondarymarket position, i.e. how the share market is moving. iv) Changing pattern of the industry. v) The competition faced by the industry with similar type of industries. The merchant bankers have to analyze the survey and help the prospective investors in choosing the shares. The portfolio managers generally will have to classify the investors based on capacity and risk they can take and arrange appropriate investment. Thus, portfolio management plans successful investment strategies for investors. The role that can be played by non-resident Indians in the economic development a country is not small. With their technical skill and foreign exchange and also with their knowledge of foreign market they can contribute much for the country. In order to utilize this opportunity government offering number of facilities and incentives.But the NRI investments now showing any signs of substantial improvement for corporatesector. This is due to the NRI A/c’s being scattered with various branches of banks throughout the country and no institution is taking action to pool these resources. The non-resident themselves for investment will have to follow many rules and regulations which are complicated. In this regard, merchant bankers should help the NRI in selecting right type of securities and offering
  • 31. 31 expertise guidance in fulfilling government regulations. By this service to NRI account holders, merchant bankers can mobilize more resources for the corporatesector.  Advisory Service Relating to Mergers and Takeovers: A merger is a combination of two or more companies into a single company where one survives and others lose their corporate existence. A takeover is the purchase by one company acquiring controlling interest in the share capital of another existing company. Merchant bankers are the middlemen in setting negotiation between the offeree and offere . Being a professional expert, they are apt to safeguard the interest of the shareholders in boththe companies. Once the merger partner is proposed, the merchant bankers appraises merger/takeover proposal with respect to financial viability and technical feasibility. He negotiates purchase consideration and mode of payment. He gets approval from the government/RBI, drafts scheme of amalgamation and obtains approval from financial institutions.  Off Shore Finance: The merchant bankers help their clients in the following areas involving foreign currency. i) long-term foreign currency loans ii) joint venture abroad iii) financial exports and imports and
  • 32. 32 iv) Foreign collaboration arrangements. The bankers render other financial services such as appraisal, negotiations and compliance with procedural and legal aspects.  Non-ResidentInvestment: The services of merchant bankers include investment advisory services to NRI in terms of identification of investment opportunities, selection of securities, investment management etc. They also take care of the operational details like purchase and sale of securities, securing necessary clearance from RBI for repatriation of interest and dividend.
  • 33. 33 CHAPTER-10  Functions of Merchant Banking. 1. Raising Finance for Clients: Merchant Banking helps its clients to raise finance through issue of shares, debentures, bank loans, etc. It helps its clients to raise finance from the domestic and international market. This finance is used for starting a new business or project or for modernization or expansion of the business. 2. Broker in Stock Exchange: Merchant bankers act as brokers in the stock exchange. They buy and sell shares on behalf of their clients. They conduct research on equity shares. They also advise their clients about which shares to buy, when to buy, how much to buy and when to sell. Large brokers, Mutual Funds, Venture capital companies and Investment Banks offer merchant banking services. 3. Project Management : Merchant bankers help their clients in the many ways. For e.g. advising about location of a project, preparing a project report, conducting feasibility studies, making a plan for financing the project, finding out sources of finance, advising about concessions and incentives from the government. 4. Advice on Expansion and Modernization: Merchant bankers give advice for expansion and modernization of the business units. They give expert advice on mergers and amalgamations, acquisition and takeovers, diversification of business, foreign collaborations and joint-ventures, technology upgradation , etc.
  • 34. 34 5. Handling Government Consent for Industrial Projects: A businessman has to get government permission for starting of the project. Similarly, a company requires permission for expansion or modernization activities. For this, many formalities have to be completed. Merchant banks do all this work for their clients. 6. Special Assistance to Small Companies and Entrepreneurs: Merchant banks advise small companies about business opportunities, government policies, incentives and concessions available. It also helps them to take advantage of these opportunities, concessions,etc. 7. Services to Public Sector Units: Merchant banks offer many services to public sector units and public utilities. They help in raising long-term capital, marketing of securities, foreign collaborations and arranging long- term finance from term lending institutions. 8. Revival of Sick Industrial Units: Merchant banks help to revive (cure) sick industrial units. It negotiates with different agencies like banks, term lending institutions, and BIFR (Board for Industrial and Financial Reconstruction). It also plans and executes the full revival package. 9. Portfolio Management : A merchant bank manages the portfolios (investments) of its clients. This makes investments safe, liquid and profitable for the client. It offers expert guidance to its clients for taking investment decisions. 10. Leasing Services: Merchant bankers also help in leasing services. Lease is a contract between the lesser and lessee, whereby the lesser allows the use
  • 35. 35 of his specific asset such as equipment by the lessee for a certain period. The lesser charges a fee called rentals.
  • 36. 36 CHAPTER-11  GUIDELINES FOR MERCHANT BANKERS BY SEBI. Merchant Banking has been statutorily brought within the framework of the securities and Exchange Board of India under SEBI (Merchant Bankers) Regulations, 1992. 1) In terms of the guidelines issued during April 1990, all merchant bankers will require authorization by SEBI to carry out business. The criteria for authorization include: (i) Professional qualification in finance, law or business management. (ii) Infrastructure like adequate office space, equipment and manpower; (iii) Employment of 2 persons who have the experience to conduct business of Merchant Bankers; (iv) Capital adequacy ; (v) Past track of record, experience, general reputation and fairness in all transactions. 2) SEBI issued further guidelines classifying the Merchant Bankers into 4 categories based on the nature of range of activities and their responsibilities to SEBI investors and issuers of securities. SEBI has issued revised guidelines on December 22, 1992 classifying the activities of Merchant Bankers as follows :  The first category consist of Merchant Bankers who carry on
  • 37. 37 any activity of issue management which will inter alia consist of preparation of prospectus and other information relating to the issue, determining financial structure, tie up of financiers and financial allotment and refund of subscription and to act in the capacity of Manager, Advisor or Consultant to an issue, portfolio manager and underwriter.  The second category consists of those authorized to act in the capacity of co-manager/advisor, consultant, and underwriter to an issue or portfolio manager.  The third category consists of those authorized to act as underwriter, advisor or consultant to an issue.  The fourth category consists of Merchant Bankers who act as Advisor or consultant to an issue.  Minimum net worth of first category is Rs.1Crore, second category is Rs.50 lakhs, third category is Rs.20 lakhs and fourth category is Nil. The above classification was valid upto December 1997 only. 3) An initial authorization fee, an annual fee and renewable fee may be collected by SEBI. 4) All issues must be managed at least by one authorized banker, functioning as the sole manager or the lead manager. Ordinarily, not
  • 38. 38 more than two merchant bankers should be associated as lead managers. But for issues over Rs.100 Crore and above, the number of lead managers may go up to a maximum of four. The specific responsibilities of each lead manager must be submitted to SEBI prior to the issue. 5) The lead merchant banker holding a certificate under category I shall accept a minimum underwriting obligation of 5% to the total underwriting commitment of Rs.25 lakhs whichever is less. 6) Each merchant banker is required to furnish to the SEBI half-yearly Unaudited financial results when required by it with a view to monitor the capital adequacy of the merchant banker. 7) SEBI has prescribed a code of conduct to the merchant bankers. The banker must perform his duties with highest standards of integrity and fairness in all his dealings. He will render at all times high standards of service, exercise due diligence, ensure proper care and exercise independent professional judgment. The merchant banker and his personnel will act in an ethical manner in all his dealings with the investors, clients and fellow bankers. All merchant bankers must adhere to the codeof conduct. 8) The above guidelines will be administered by SEBI and it will supervise the activities of merchant bankers. 9) SEBI has been vested with power to suspend or cancel the authorization case of violation of the guidelines. 10)To ensure transparency and accountability in the operation of merchant bankers and to protect the investors, a number of obligations and responsibilities have been imposed on them. It has
  • 39. 39 been decided to ask merchant bankers to enter into agreement with corporate body setting out their mutual rights, liabilities and obligations relating to an issue particularly on disclosure, allotment and refund, maintenance of books of accounts and submission of half- yearly reports to SEBI. 11) Inspections will be conducted by SEBI to ensure that provisions of the regulations are properly complied with and to investigate the complaints from customers. It is obligatory on the part of merchant bankers to furnish all the details sought by the investigating team. The regulations, however, indicate that the Board would give reasonable notice to merchant bankers before undertaking inspection. On the basis of inspection report, the board will communicate the contents of the report to the concerned merchant banker to give him/her submissions. On receipt of the explanations, if any, of the merchant bankers, the SEBI would advise merchant bankers to take any measures that it may deem fit, and to comply with the provisions of the regulations.
  • 40. 40 CHAPTER-12  SCOPE FOR MERCHANT BANKING IN INDIA. In the present day capital market scenario, the merchant banks play the role of an encouraging and supporting force to the entrepreneurs, corporate sectors and the investors. There is vast scope for merchant bankers to enlarge their operations both in domestic and international market.  Growth of New Issues Market: The growth of new issue market is unprecedented since 1990-91. The amount of annual average of capital issues by non-government public companies was only about 90crores in the 70s , the same rose to over Rs.1,000crores in the 80’s and further to Rs.12,700crores in the first four years of 1990’s. This figure could be well beyond Rs.40000crores by the end of 1994-95. The number of capital issues has also increased from 363 in 1990-91 to 900 in 1993-94. The trend is expected to continue in future.  Entry of ForeignInvestors: An outstanding development in the history of Indian capital market was its opening up in 1992 by allowing foreign institutional investors to invest in primary and secondary market and also permitting Indian companies to directly tap foreign capital through euro issues. Within two years to March 1994, the total in flow of foreign capital through these routes reached to about $5 billion. It is estimated that this figure may go up to $35-40 billion by the turnoff this century. Further, foreign direct investment as also
  • 41. 41 investment by NRIs has risen considerably due to number of incentives offered to them. The need the services of Merchant Bankers to advise them for their investment in India. The increasing number of joint ventures abroad by Indian companies also requires expert services of Merchant bankers.  Changing Policyof Financial Institutions: With the changing emphasis in the lending policies of financial institutions from security orientation to project orientation, corporate enterprises would require the expert services of merchant bankers for project appraisal, financial management etc. The policy of decentralization and encouragement of small and medium industries will further increase and demand for technical and financial services which can be provided by merchant bankers.  Developmentof Debt Market: The concept of debt market has set to work through National Stock Exchange and the Over the Counter Exchange of India. Experts feel that of the estimated capital issues of Rs.40000crores in 1994-95, a good portion may be raised through debt instruments. The development of debt market will offer tremendous opportunity to Merchant Bankers.  Innovations in Financial Instruments: The Indian capital market has witnessed innovations in the introduction of financial instruments such as non-convertible debentures with detachable
  • 42. 42 warrants, cumulative convertible preference shares, zero coupon bonds, deep discount bonds, triple option bonds, secured premium notes, floating rate bonds, auction rates debentures etc. This has further extended the role of Merchant Bankers as market makers for these instruments.  Corporate Restructuring: As a result of liberalization and globalization the competition in the corporate sector is becoming intense. To survive in the competition, companies are reviewing their strategies, structure and functioning. This had led to corporate restructuring including mergers, acquisitions, splits, disinvestments and financial restructuring.This offer good opportunity to Merchant Bankers to extend the area of their operations.  Disinvestment: The government raised Rs.2000 crores through disinvestment of equity shares of selected public sector undertakings in 1993-94. The government proposes to shift the present method of periodic sale of public sector shares to round the year off loading of shares directly on the stock exchange from the year 1995-96. The government will sell the shares of identified public sector at any time during the year when they get a good price above minimum stipulated level. This is likely to provide good business to Merchant Bankers in future. The above explanation highlights, that the scope of merchant banking is vast and there lies immense opportunities ahead of Merchant Bankers. They
  • 43. 43 should develop adequate infrastructure including expertise in order to provide full range of merchant banking services to corporatesector.  PROGRESS OF MERCHANT BANKING IN INDIA. Merchant banking activity was officially commenced into the Indian capital Markets when Grindlays bank received the license from reserve bank in 1967.Grindlays started its operations with management of capital issues, recognized the requirements of upcoming class of Entrepreneurs for diverse financial services ranging from production planning and system design to market research. Apart from this it also provides management consulting services to meet the Requirements of small and medium sector rather than large sector.  Citibank Setup its merchant banking division in Indian in 1970.  Indian banks Started banking Services from 1972.  State bank of India started the merchant banking division in 1972 After that there were many banks which set up the merchant bank division such as;  ICICI  Bank of India  Bank of Baroda  CANARA Bank  Punjab National Bank  UCO Bank The Merchant Bank got more importance in the year 1983 when there was a huge boom in the primary market where the companies were going for new issue. Merchant banking activities are organized and undertaken in several
  • 44. 44 forms. Commercial banks and foreign development finance institutions have organized them through formation divisions, nationalized banks have formed subsidiary companies, share brokers and consultancies constituted themselves into public limited companies or registered themselves as private limited Companies. Some merchant banking companies have entered into collaboration with merchant bankers of foreign countries abroad with several branches.
  • 45. 45 CHAPTER-13 IFCI MERCHANT BANK LIMITED  INTRODUCTION At the time of independence in 1947, India's capital market was relatively under-developed. Although there was significant demand for new capital, there was a dearth of providers. Do not equipped to provide long-term industrial finance in any significant Manner. .It is against this backdrop that the government established The Industrial Finance Corporation of India (IFCI) on July 1, 1948, as the first Development Financial Institution in the country to cater to the long-term finance needs of the industrial sector. The newly-established DFI was provided access to low-cost funds through the central bank's Statutory Liquidity Ratio or SLR which in turn enabled it to provide loans and advances to corporateborrowers at concessionalrates. By the early 1990s, it was recognized that there was need for greater flexibility to respond to the changing financial system. It was also felt that IFCI should directly access the capital markets for its fund needs . It is with this objective that the constitution of IFCI was changed in 1993 from a statutory corporation to a company under the Indian Companies Act, 1956. Subsequently, the name of the company was also changed to "IFCI Limited" with effect from October1999.
  • 46. 46  SERVICES OFFER BY IFCI At a time, when India is throwing up investment avenues in new sectors and projects, there is a critical need to provide specialized advisory services to the Indian Corporate Sector in their efforts towards Industrial Advancement. IFCI with its team of seasoned professionals and rich experience of over six decades in the financial sector is uniquely positioned to fulfill this need. As a catalyst of Industrial growth, IFCI provides the following service :  CorporateAdvisory Services  Infrastructure Advisory Services  Monitoring of Public Issues  Corporate Advisory Services IFCI Corporate Advisory Group offers a host of consultancy services which entails providing complete financial solutions to diversified business entities. The services offered are given as under :  ProjectConsulting: o Investment Appraisal of Navratna / Maharatna (Most Valued Public Sector) Companies. o Project Conceptualization and Related Services, including Guidance in relation to Selection of Projects, Preparation of Feasibility Studies, DPR, Capital Structuring, Techno- Economic Feasibility, Financial Engineering, Project Management Design etc. o Documentation of various project documents. o Syndication of debt on competitive terms. o Syndication of equity. o Arranging private equity.  Mergers and Acquisition : o Buy/Sell Advisory o Identification of Potential Projects o Business Valuation o Due Diligence o Assisting in Negotiation Process
  • 47. 47 o Financial Structuring o Drafting and Execution of Transaction Documents o Deal Financing o Sell-Side Advisory including valuation, negations with potential client's evaluation of Bids etc.  Disinvestment/ Bid ProcessManagement: o Preparation of PIM and CIM, RFP and RFQ. o Advertisement for inviting bids, Structuring of Bid Evaluation Criteria. o Conducting Pre-bid meetings. Designing and execution of Non- Disclosure Agreements, Technical and Financial Evaluation of Bids. o Fixation of Reserve Price/upset price, Selection of successful bidders and Execution of MUs and Agreement.  Joint Venture/PPP Advisory : o Formulation of vision/strategy and preparation of Business Plan. o Partner Evaluation, Selection, Detailed Structure of Joint Venture and Due Diligence. o Negotiation and Legal Documentation. o Business Integration, Planning and Implementation, Managing and Monitoring of the documentation, transaction and transition process.  Corporate Re-struckturing: o Financial & Legal Due-diligence. o Optimization of Capital Structure & Asset Portfolio, Market Analysis, Cost-Benefit Analysis. o Operational Restructuring, Preparation of Business plan. o Funding Strategy, Preparation of relevant Agreements/ Legal Documents.
  • 48. 48  Infrastructure Advisory Services IFCI offers a range of services to the Infrastructure Sector, with specific emphasis on roads, ports, power and urban infrastructure. Total solutions catering to the specific needs of clients, starting from the stage of investment identification to financial closure are provided. The services provided in the Infrastructure Sectorinclude : o Facilitation of Credit Documentation. o Due Diligence. o Agreements & Document Review/Advice. o Pre-Investment Review. o Project Conceptualization and Feasibility Studies. o Risk Allocation, Assessment & Reasonableness of Cost. o Advise on Financing Options – Sources, Cost& Risk. o Financial Analysis & Modeling – Scenario Analysis. o Potential JV/Partner Profiling. o Negotiating Supportfor Equity Buy In. o Project Evaluation. o Credit Syndication – Domestic & Overseas. o Arranging Deferred Payment Guarantee, ECB. o Placement of debt & equity. o Capital Market Advisory Services.  Monitoring of Public Issues As per the SEBI (Disclosure & Investor Protection) Guidelines, 2000, in case of issues exceeding Rs.500 crore, the issuer shall make arrangements for the use of proceeds of the issue to be monitored by one of the financial institutions. IFCI offers its services as Monitoring Agency for the same : o Carrying out of Post-Issuedue diligence; o Ascertaining whether the utilization of issue funds has been made for the purposes and in a manner as envisaged by the Offer Document; o Preparation of Monitoring Report as per the format specified at Schedule - XIX of the above guidelines;
  • 49. 49 o Submission of the report to the SEBI on a half-yearly basis, till the completion of project, for the purposes ofresult IFCI Limited is acting as the Debenture Trustee for debenture issues by the following companies, the details are given below: S. No. Name of the Company Issue size (Rs. lakh) Type of Issue Date of Allotment 1. Delhi Transco Ltd. 20,000.00 NCD (Private Placement) 02.03.2010 2. Mukerian Papers Ltd. 5,003.44 PCD (Public Issue) 26.10.1994 3. Girnar Fibres Ltd. 125.00 NCD (Private Placement) 13.04.1993 4. Oswal Spinning & Weaving Mills Ltd. 165.00 NCD (Private Placement) 04.01.1993 & 20.02.1993 5. Pasupati Spinning & Weaving Mills Ltd. 292.54 PCD (Rights Issue) 2112.1991 6. Pasupati Spinning & Weaving Mills Ltd. 588.46 PCD (Rights Issue) 09.12.1993 7. Pasupati Spinning & Weaving Mills Ltd. 500.00 NCD (Private Placement) 03.01.1994 8. VHEL Industries Ltd. 726.60 PCD (Rights Issue) 30.04.1993 NCD=Non-ConvertibleDebentures PCD = Partly Convertible Debentures
  • 50. 50  Financial Products IFCI offers a wide range of products to the target customer segments to satisfy their specific financial needs. The product mix offering varies from one business/industry segment to another. IFCI customizes the product-mix to maximize customer satisfaction. It's domain knowledge and innovativeness make the product-mix a key differentiator for building, enduring and sustaining relationship with the borrowers. o Debt Segment IFCI structures its Debt products based on the specific requirements of the corporate. Some of our products are :  Short Term loans of less than 3 years duration to meet the immediate requirements of corporates for meeting temporary gaps in working capital, mismatch in cash flow, short term miscellaneous requirements, investment requirement in group companies and subsidiaries, subscribing warrants, Rights issues, Initial Public Offerings, acquisitions, refinancing of existing debt, preoperative expenses of projects etc.  Corporate Loans of 3-5 years duration to meet all types of requirements for the corporate, group companies, subsidiary companies, investment companies etc. other than project finance requirements.  Project loans of 5-15 years duration to meet the fund requirements of Greenfield projects expansions/modernization projects etc. across all industry and infrastructure sectors.  Different types of guarantees and Non-fund based facilities. o Equity Segment  Investment in IPO, Right issue, Qualified Institutional Placement (QIP), Warrants etc as well as in the secondary markets for listed companies.  Strategic investment in unlisted companies.  Trading in the secondary market including equity derivatives. o TargetedBusiness Segments
  • 51. 51 Traditionally, IFCI has been meeting the changing requirements of the clients by endeavoring to devise various schemes and financial products for multiple industry sectors. Major Financing Schemes of IFCI included Project Financing and Financial Services mainly to the manufacturing industry along with a diversified industrial portfolio. 1. Public Sector Undertakings 2. Manufacturing industry 3. Infrastructure projects o Power o Airports (brownfield) o Ports o Hotels o Urban infrastructure projects 4. NBFCs 5. Participation in Private Equity 6. Promoter funding
  • 52. 52 QUESTIONNAIRE We have undertaken a doctoral research work of “SERVICES OF MERCHANT BANKING.” Kindly provide your frank opinions. We thank you for sparing your valuable time for answering this questionnaire. The information given will be used for research purposeonly under strict confidentiality. A. PersonalData: (Please tick the appropriate answer) 1. Name of Respondent:_______________________________________________________ 2. Designation : _____________________________________________________ 3. Age Group ( Years ) :  18- 35  36-50  50 – 60 4. Gender:  Male  Female 5. Education:  Under-Graduate  Graduate  Post-Graduate  Doctorate  Others 6. Office address: ______________________________________________________________________________ ______________________________________________________________________________ 7. No. of years of service:__________ years.
  • 53. 53 B. BankingRelationship: 1. Do you provide Merchant Banking services?  Yes  No 2. Since how many years have you been providing Merchant Banking services? 0-1  1-3  above 3 3. What Merchant Banking services do you provide?  Portfolio Management  Loan Syndication  Underwriting of public issue  Off Shore Finance 4. Do you provide Underwriting services?  Yes  No 5. If yes, then which companies you provide Underwriting services? Is there any Criteria for such? ___________________________________________________________________________ ___________________________________________________________________________
  • 54. 54 6. Is Merchant Banking services being provided by you at each and every branch?  Yes  No 7. Do you feel that your customers are satisfied with your Merchant Banking services?  Yes  No 8. Nowadays,many banks provide Merchant Banking services, what distinct you from others? ___________________________________________________________________________ ___________________________________________________________________________ 9. Where do you want to see IFCI bank in upcoming years? ___________________________________________________________________________ ___________________________________________________________________________ 10. Do you think that your customers are satisfied with the overall banking facilities provided by you?  Yes  No Date: Sign: Place: !!! Thank you foryourTime and Effort !!!
  • 55. 55 CHAPTER-14 CANARA MERCHANT BANK INFORMATION CANARA BANK is one of the leading " Merchant Bankers / Investment Bankers” in India, offering specialized services related to Capital Market to Banks, PSUs, State owned Corporations, Local Statutory bodies and Corporate sector. We are SEBI registered Category I Merchant Banker (holding permanent certificate of registration) rendering Issue Management (Public / Rights / Private Placement Issues), Underwriting, Consultancy and CorporateAdvisory Services, etc. as a Capital Market Intermediary. We also hold SEBI Certificate of Registration to handle “Bankers to an Issue” assignments with network of exclusive Capital Market Service Branches and Designated Branches to handle ASBA applications, Collecting (Escrow) / Refund / Paying Banker assignments. We do undertake "project appraisals" with linkage to resource raising plans from Capital Market/ Debt Markets and facilitate tie-ups with Banks / Financial Institutions and Potential Investors. Our uniqueness is in extending services through single window / “In house” conceptin the following areas:
  • 56. 56 1. Merchant Banking. 2. Commercial Banking. 3. Investments. 4. Bankers to Issue - Escrow Bankers / ASBA [ SCSB ]. 5. Underwriting. 6. Loan Syndication.  SPECTRUM OF SERVICES:  Equity Issue Management (Public/Rights).  Debt Issue Managemen.t  Structured Placements.  Project Appraisals.  Monitoring Agency Assignments.  IPO Funding.  Security Trustee Services.  Agriculture Consultancy Services.  Buy Back Assignments.  Share Valuations.  Syndication.  ESOS Certification.  Debenture Trusteeship.  Demat Services- DP Cell.  Issuing & Paying Agent (IPA) for Commercial Paper Issues.
  • 57. 57  ISSUE MANAGEMENT SERVICES.  Project Appraisal.  Capital structuring.  DRHP/RHP- Compilation of Offer Document.  Tie Ups (placement).  Formalities with SEBI / StockExchange / ROC etc.  Underwriting.  Promotion /Marketing of Issues.  Collecting Banker / Banker to an issue.  PostIssue Management.  Refund Bankers.  Debenture Trusteeship.  Registrar & Transfer Agency.  ASBA-SCSB.  Corporatecounseling.  Loan syndication.  CONTACT INFORMATION : For any other information please contact any of the following exclusive officials in the dedicated team of our Merchant Banking Divisions / Capital Market Service Branches:
  • 58. 58 MERCHANT BANKING SETUP: CORPORATE MERCHANT BANKING DIVISION HEAD OFFICE, 112 J C ROAD BANGALORE-560 002 ASSISTANT GENERAL MANAGER MR. N. RAMESH SENIOR MANAGER 080- 22130071 080- 22233771 hocmbd@canarabank.com MERCHANT BANKING DIVISION, PRIME CORPORATE BRANCH-II, 407, 4TH FLOOR, HIMALAYA HOUSE, 79, MATA RAMABAI AMBEDKAR MARG, MUMBAI – 400 001 MANAGER 022- 22677405;22677406 mbdcomcity@canarabank.com MERCHANT BANKING DIVISION, DCM BUILDING, 16 BARAKHAMBA ROAD, NEW DELHI-110 019 Mr. ARVIND KUMAR, CA., SENIOR MANAGER 011- 23323891;23753121 mbdcodel@canarabank.com kumar_arvind@canarabank.com MERCHANT BANKING DIVISION, PRIME CORPORATE BRANCH, GR FLOOR, SPENCER TOWER- I, 770 A, ANNA SALAI, CHENNAI-600002 MR. SANTOSH KUMAR PATRA CA., MANAGER 044- 28497011 cb2596@canarabank.com
  • 59. 59 CAPITAL MARKET SERVICE BRANCHES: CAPITAL MARKET SERVICE BRANCH, JEEVAN BHARTI BUILDING, TOWER-II, SANSAD MARG, NEW DELHI-110 001 MR. KANSAL C R SENIOR MANAGER 011- 23356864 cb2471@canarabank.com CAPITAL MARKET SERVICE BRANCH, 407, 4TH FLOOR, HIMALAYA HOUSE, 79, MATA RAMABAI AMBEDKAR MARG, MUMBAI – 400 001 Mr. ARVIND PAWAR OFFICER 022- 22661618 22692973 cb2422@canarabank.com CAPITAL MARKET SERVICE BRANCH, NARAYAN CHAMBER, GROUND FLOOR, NEHRU BRIDGE CORNER , ASHRAM ROAD, AHMEDABAD-380 009 MR. S M BHATT MANAGER 079- 26578837 cb2496@canarabank.com
  • 60. 60  A S B A [Applications Supported by Blocked Amount] Enabled SCSB. Applications Supported by Blocked Amount [ASBA] is an initiative by SEBI to make the process of Subscription to Capital Issues (Primary) more efficient. Under this system, the application money will remain in the account of the customer, earning interest till the basis of allotment of shares. offer this facility to our CASA account holders intending to invest in capital issues. A hold is created in the account of the customer to the extent of value of shares applied for in the primary market and the hold is released after the finalization of Basis of Allotment. The blocked amount is transferred to the issuer company to match the quantum of shares allotted.  The following are the requirement for applying through the ASBA process by the Account holder:  Account holder / Investor should be from the approved category eligible to apply as per SEBI guidelines.  Should have a Savings / Current account (CASA) with us.  Should have a Demat Account with a Depository Participant.  Should have a Permanent Account Number (PAN).  Availability of sufficient balance in the account for creating a hold in the account to the extent of application money required/mentioned in the ASBA application.
  • 61. 61  The following options are available to the ASBA investor:  A maximum of 5 applications can be submitted from a single account  ASBA Application can be submitted at any of our 1874 Designated Branches.  Option available to the investor to revise the bid/delete the bid within the bidding period.  ASBA facility extended through IMB for our retail IMB clients.
  • 62. 62 QUESTIONNAIRE We have undertaken a doctoral research work of “SERVICES OF MERCHANT BANKING.” Kindly provide your frank opinions. We thank you for sparing your valuable time for answering this questionnaire. The information given will be used for research purposeonly under strict confidentiality. A. PersonalData: (Please tick the appropriate answer) 6. Name of Respondent:_______________________________________________________ 7. Designation : _____________________________________________________ 8. Age Group ( Years ) :  18- 35  36-50  50 – 60 9. Gender:  Male  Female 10. Education:  Under-Graduate  Graduate  Post-Graduate  Doctorate  Others 6. Office address: ______________________________________________________________________________ ______________________________________________________________________________ 7. No. of years of service:__________ years.
  • 63. 63 B. BankingRelationship: 1. Do you provide Merchant Banking services?  Yes  No 2. Since how many years have you been providing Merchant Banking services? 0-1  1-3  above 3 3. What Merchant Banking services do you provide?  Portfolio Management  Loan Syndication  Underwriting of public issue  Off Shore Finance 4. Do you provide Underwriting services?  Yes  No 5. If yes, then which companies you provide Underwriting services? Is there any Criteria for such? ___________________________________________________________________________ ___________________________________________________________________________
  • 64. 64 6. Is Merchant Banking services being provided by you at each and every branch?  Yes  No 7. Do you feel that your customers are satisfied with your Merchant Banking services?  Yes  No 8. Nowadays,many banks provide Merchant Banking services, what distinct you from others? ___________________________________________________________________________ ___________________________________________________________________________ 9. Where do you want to see Canara bank in upcoming years? ___________________________________________________________________________ ___________________________________________________________________________ 10. Do you think that your customers are satisfied with the overall banking facilities provided by you?  Yes  No Date: Sign: Place: !!! Thank youfor yourTime and Effort !!!
  • 65. 65