Professional Documents
Culture Documents
Merchant Banking
Merchant Banking
These banks are experts in international trade, which makes them experts in dealing with large corporations and
industries. Merchant banking provides funds to the multinational businesses and large business entities in the country
which helps to boost the country’s economic strength.
Merchant Banker/Lead Manager
Meaning
A merchant banker means any person who is engaged in the business of issue management either by making
arrangements regarding selling, buying or subscribing to securities or acting as manager/ consultant/ advisors or
rendering corporate advisory services in relation to such issue management.
Issue means an offer for sale/purchase of securities by any body corporate/ other person or group of persons on
its/his/their behalf to, or from the public or from the holders of their securities, through a merchant banker.
• A merchant banker is one who is a critical link between a company raising fund and the investors.
• Merchant banker is one who underwrites corporate securities and advices on issues like corporate mergers.
• The merchant banker may be in the form of a bank, a company, firm or even a proprietary concern.
• Merchant Banker understands the requirements of the business concern and arranges finance with the help of
financial institutions, banks, stock exchanges and money market
Merchant Banker as a Lead Managers BA
• As per SEBI guidelines, it is mandatory that all public issues should be managed by merchant bankers in the
capacity of lead managers.
• Only in the case of right issues not exceeding Rs. 50 lakh, such an obligation is not necessary.
• Merchant Banking services started by foreign banks, namely National Grindlays in 1967 followed by Citi Bank
in 1970.
• Merchant Banking services was offered along with other traditional banking services.
• SBI was first Indian bank to set up merchant banking division in 1972.
• It was followed by other commercial banks like Canara Bank, Bank of Baroda, Bank Of India, Syndicate Bank,
Central Bank Of India, PNB, UCO Bank etc.
Merchant Banking Regulations
• According to Securities and Exchange Board of India (Merchant Bankers) Rules, 1992, it is mandatory for a
merchant banker to hold a certificate of registration granted by the Securities and Exchange Board of India.
• If a person/ organization wants to carry or undertake any of the authorized activities, has to get registered under
the regulations. To obtain the certificate of registration, one has to apply in the prescribed form and fulfill two set
of norms (a) operational capabilities and (b)capital adequacy norms
CClassification Of Merchant Bankeron Of
• Merchant
Category I – to carry on the activity Banker
of issue management i.e., the preparation of prospectus, determining the
financial structure, tie-up of financiers ,financial allotment of securities and so on. To act as adviser, consultant,
manager, underwriter, portfolio manager.
• Category II - to act as adviser, consultant, co- manager, underwriter, and portfolio manager.
• Category IV – Nil
Functions/Services of Merchant BankersFunctions of
1. Corporate Counselling me
2. Project Counselling
3. Loan Syndication
4. Issue Management
a) Public issue through prospectus
b) Marketing
c) Pricing of Issues
7. Offshore finance
8. Non-resident investment
Code Of Conduct
• Should make all efforts to protect the interest of investors.
• Should maintain high standards of integrity, dignity and fairness in conduct of business.
• Should fulfill all obligations in a professional and ethical manner.
• Should not discriminate among the clients.
• Should endeavor to ensure that the inquiries, grievances are adequately dealt with in a timely and appropriate
manner.
• Should ensure that prospectus/letter of offer is available to investors at the time of issue.
Code Of Conduct (cont)
• Should render best possible advice to its clients.
• Should inform the Board about legal proceedings initiated against it.
• Should abide by the rules of SEBI, 2003.
• Should ensure that any person it employs should have the capacity to be a merchant banker.
• Should not create false market.
Obligations And Responsibilities
• Merchant banker not to associate with any business other than that of the securities market.
• Maintenance of book of accounts, records, etc. Every merchant banker shall keep and maintain the following
books of accounts, records and documents namely:
A. a copy of balance sheet at the end of each accounting period
b. A copy of profit and loss account for that period
c. A copy of auditor’s report on the accounts of that period
d. a statement of financial position
Obligations And Responsibilities(cont)
• Submission of half-yearly results.
2. Maintain high standards of integrity, dignity and fairness in the conduct of its business.
5. Endeavor to ensure that enquiries from investors are adequately dealt with, grievances of investors are redressed in
a timely manner.
6. Ensure that adequate disclosures are made to the investors in a timely manner.
Obligation's and Responsibilities
7. Ensure that copies of prospectus, offer documents, letter of offer or any other related literature is made available to
the investors at the time of issue or offer
8. Render the best possible advice to the clients having regard to their needs.
9. Not divulge to anybody either orally or in writing, directly or indirectly, any confidential information about its
clients
10. Ensure that any change in registration status/any penal action taken by the SEBI
12. Ensure that good corporate policies and corporate governance are in place.
Responsibilities of Lead Manager
1. Acquisition of shares
3. Compliance officer
Underwriters make a commitment to get the issue subscribed either by others or by themselves.
Underwriters are the important intermediary in the new issue/primary market. Who agree to take up securities which
are not fully subscribed. They make a commitment to get the issue subscribed either by others or by themselves.
2. Complete underwriting:
when the whole issue of shares or debentures of a company is underwritten, it is called complete underwriting. In such
a case the whole issue is underwritten either by an individual/institution agreeing to take the entire risk or by a number
of firms or institutions, each agreeing to take the risk to a limited extent.
3. Partial underwriting.
When only a part of the issue of shares or debentures of a company is underwritten, it is known as partial
underwriting. In such a case the part of the issue is underwritten either by an individual/institution or by a number of
firms or institutions each agreeing to take the risk to a limited extent.
4. Syndicate Underwriting:
When the issue is very big and it is impossible to be underwritten by a single underwriter syndicate underwriting
comes to rescue. In syndicate underwriting, few underwriting firms form a syndicate and jointly undertake to
underwrite the issue. The amount to be underwritten and the ratio is determined in advance among the firms.
5. Joint Underwriting:
In Joint underwriting, when the issue is too large, the issuer company itself appoint more than one underwriter to
reduce the burden from a single underwriter. Each Underwriter underwrites for a specified amount and in a specified
ratio. It is different from a syndicate underwriting in a way that in Syndicate underwriting the underwriting firm
themselves form a syndicate and represent themselves as single underwriting firm but in Joint underwriting, the issuer
company itself appoint a number of firms to underwrite the issue.
6. Sub-underwriting:
If an underwriter has promised to underwrite an issue and later on it feels that it is beyond his individual capacity, then
he may appoint a sub-underwriter to safeguard himself. For example, if an underwriter A has underwritten for an
amount of 40 crores, and later on he finds it difficult to underwrite single Handadley he may appoint a sub-underwriter
to underwrite 10 crores. In this case, the sub-underwriter is liable to underwriter only and he has no connection with
the company. the relationship between underwriter and sub-underwriter is same as an agent and sub-agent.
Role of Underwriters
The primary role of the underwriter is to purchase securities from the issuer and resell them to investors.
Underwriters act as intermediaries between issuers and investors, providing for an efficient of capital.
The underwriters take the risk that it will be able to resell the securities at a profit.
Perhaps the most visible and familiar element of the initial public offering process is the underwriter. The underwriter is
the organization that is actually responsible for pricing, selling, and organizing the issue, and it may or may not provide
additional services. With direct public offerings, there is no need for an underwriter.
Selection of a good underwriter is of the utmost importance, but it's important to understand that many underwriters are
equally selective of their clients. Because an underwriter's reputation depends on successful issues, few firms will be willing
to stake their reputation on questionable companies.
Obligation's and Responsibilities
Code of conduct for Underwriters
2. Maintain high standards of integrity, dignity and fairness in the conduct of its business.
5. Endeavor to ensure that enquiries from investors are adequately dealt with, grievances of investors are
redressed in a timely manner.
6. Ensure that adequate disclosures are made to the investors in a timely manner.
7. Ensure that copies of prospectus, offer documents, letter of offer or any other related literature is made
available to the investors at the time of issue or offer
8. Render the best possible advice to the clients having regard to their needs.
9. Not divulge to anybody either orally or in writing, directly or indirectly, any confidential information about
its clients
10. Ensure that any change in registration status/any penal action taken by the SEBI
12. Ensure that good corporate policies and corporate governance are in place.
Responsibilities of underwriters
2. General responsibilities
3. Compliance officer
Registration
To carry on activity as a banker to issue, a person must obtain a certificate of registration from the SEBI.
The SEBI grants registration on the basis of all the activities relating to banker to an issue in particular with reference
to the following requirements:
a) The applicant has the necessary infrastructure, communication and data processing facilities and manpower to
effectively discharge his activities,
b) The applicant/any of the directors of the applicant is not involved in any litigation connected with the securities
market/has not been convicted of any economic offence
• Every banker to an issue had to pay to the SEBI an annual fee of Rs.2.5 lakhs for the first two years from the date
of initial registration, and Rs.1 lakh for the third year to keep his registration in force.
• The renewal fee to be paid by him annually for the first two years was Rs.1 lakh and Rs.20,000 for the third year.
• Since 1999, schedule of fee is Rs.5 lakhs as initial registration fee and Rs.2.5 lakhs renewal fee every three years
from the fourth year from the date of initial registrations.
• Non-payment of the prescribed fee may lead to the suspension of the registration certificate.
General Obligations and Responsibilities
General Obligations and Responsibilities
1. When required a banker to an issue has to furnish to the SEBI the following information:
a) The number of issues for which he was engaged as a banker to an issue;
b) The number of applications/details of applications’ money received;
c) The dates on which applications from investors were forwarded to the issuing company/ registrar to an issue;
d) The dates/ amount of refund to the investors.
11. Not divulge to anybody either orally or in writing, directly or indirectly, any confidential information about its
clients which has come to its knowledge, without taking prior permission of its clients
12. Avoid conflict of interest and make adequate disclosure of his interest.
BrokersBrokers to the issue
to the issue
Brokers are the persons mainly concerned with the procurement of subscription to the issue from the prospective
investors. The appointment of brokers is not compulsory and the companies are free to appoint any number of brokers.
The managers to the issue and the official brokers organize the preliminary distribution of securities and procure direct
subscriptions from as large or as wide a circle of investors as possible.
The stock exchange bye-laws prohibits the members from the acting as managers or brokers to the issue and making
preliminary arrangement in connection with any flotation or new issue, unless the stock exchange of which they are
members gives its approval and the company conforms to the prescribed listing requirements and undertakes to have
its securities listed on a recognized stock exchange.
• Brokers are the persons mainly concerned with the procurement of subscription to the issue from the prospective
investors.
• The appointment of a broker is not compulsory
• The issuing company is free to appoint any number of brokers.
• The manager to the issue and the official broker to the issue organize the preliminary distribution of securities and
procure direct subscription from as large number of investors as possible.
• The broker has to get a letter of consent from the respective
exchange to act as broker to an issue.
• Brokerage must be paid according to the agreement between the broker and the company.
Conditions for Grant Of Certificate Of
Registration as broker
Conditions for Grant Of Certificate Of Registration as broker
• He shall abide by rules, regulation and bye-laws of stock exchange of which he is a member.
• He shall pay the fees for registration in the manner provided in the regulations
• He shall take adequate steps for redressal of grievances of the investors within one month of the date of receipt of
complaints
Registrar to the Issue and Share transfer agent
Registrar to the issue perform the function of collecting applications from investors and keep a proper record of
application and money received from investor. They assist the company in determining the basis of allotment and
finalizing the allotment of securities in consultation with the stock exchange. They process allotment letters, refund
orders and other documents related to issue Share transfer agent maintain record of holder of securities of company for
& on behalf of company & handle all matters related to transfer and redemption of securities of the company.
Category of Registrar and Share transfer agent
There are two categories
• Category-I -those who carry on activities of both Registrar and Share transfer agent
• Category-I- those who carry on activities of either Registrar or Share transfer agent
Both require registration with SEBI for carrying on with their operations. They are granted registration on the
basis of conditions like necessary infrastructure, past experience and capital adequacy. They can also seek
renewal of registration
Capital adequacy
Capital adequacy in terms of net worth is Rs. 50 lakhs and Rs. 25 lakh for category 1 & 2 of registrars and transfer
agents respectively. While category 1 has to pay a registration fee of Rs. Rs 6 lakhs and Rs 2 lakh for Category-II.
Obligation's and Responsibilities
1. Maintain high standards of integrity, dignity and fairness in the conduct of its business.
4. Endeavor to ensure that enquiries from investors are adequately dealt with, grievances of investors are redressed in
a timely manner.
5. Ensure that adequate disclosures are made to the investors in a timely manner.
Obligation's and Responsibilities
7. Ensure that copies of prospectus, offer documents, letter of offer or any other related literature is made available to
the investors at the time of issue or offer
8. Render the best possible advice to the clients having regard to their needs.
9. Not divulge to anybody either orally or in writing, directly or indirectly, any confidential information about its
clients
10. Ensure that any change in registration status/any penal action taken by the SEBI
12. Ensure that good corporate policies and corporate governance are in place.
Res
Responsibilities
1. Maintenance of Records
2. Compliance Officer
3. Inspection
4. Action in Default
Debenture Trustee
• A debenture trustee is a trustee for a trust deed needed for securing any issue of debentures by a company or any
private placement of debentures by a listed company.
• To ensure that all conditions regarding the creation of debentures are met.
• To take the required steps to meet debenture holder obligations in case of a breach.
• To ensure that the debentures are converted or redeemed as per the terms of the offer.
• To take necessary steps to ensure the interest of debenture holders is protected at all times.
Portfolio Managers
Portfolio managers are defined as a person who in pursuance of a contract with the clients, advise/direct/ undertake
on behalf of the clients , the management administration of portfolio of securities/funds of clients.
Portfolio management can be
i) Discretionary
ii) Non Discretionary
Obligation's and Responsibilities
• Contract with the clients
• General responsibilities
• Investment of clients moneys
• Maintenance of books of accounts/records
• Audit of accounts
• Report to be furnished to clients
• Disclosure to the SEBI
• Appointment of compliance officer
• Inspection and disciplinary proceedings
Prohibition of Fraudulent and Unfair Trade Practices Relating to the Securities Market
Regulation, 2003oof F
Prohibition of Fraudulent and Unfair Trade Practices relates to
(1) Without prejudice to the provisions of regulation 3, no person shall indulge in a fraudulent or an unfair trade
practice in securities. (2) Dealing in securities shall be deemed to be a fraudulent or an unfair trade practice if it
involves fraud and may include all or any of the following, namely :— (a) indulging in an act which creates false or
misleading appearance of trading in the securities market; (b) dealing in a security not intended to effect transfer of
beneficial ownership but intended to operate only as a device to inflate, depress or Page 4 of 11 cause fluctuations in
the price of such security for wrongful gain or avoidance of loss; (c) advancing or agreeing to advance any money to
any person thereby inducing any other person to offer to buy any security in any issue only with the intention of
securing the minimum subscription to such issue; (d) paying, offering or agreeing to pay or offer, directly or indirectly,
to any person any money or money’s worth for inducing such person for dealing in any security with the object of
inflating, depressing, maintaining or causing fluctuation in the price of such security;
Prohibition of Insider Trading Regulation 2015
• The object of the regulation is to
• 1. Put in place a framework for prohibition of insider trading in securities and
• 2. Strengthen the related legal framework
The main elements of the scheme of regulation, namely, restriction on communication and trading by insiders,
disclosure of trading by insiders, code of fair disclosure/ conduct and action for violation are discussed in this section.
• Communication or procurement of unpublished price sensitive information.
• (1) No insider shall communicate, provide, or allow access to any unpublished price sensitive information, relating
to a company or securities listed or proposed to be listed, to any person including other insiders except where such
communication is in furtherance of legitimate purposes, performance of duties or discharge of legal obligations.
NOTE: This provision is intended to cast an obligation on all insiders who are essentially persons in possession of
unpublished price sensitive information to handle such information with care and to deal with the information with
them when transacting their business strictly on a need-to-know basis. It is also intended to lead to organisations
developing practices based on need-to-know principles for treatment of information in their possession.
• (2) No person shall procure from or cause the communication by any insider of unpublished price sensitive
information, relating to a company or securities listed or proposed to be listed, except in furtherance of legitimate
purposes, performance of duties or discharge of legal obligations. NOTE: This provision is intended to impose a
prohibition on unlawfully procuring possession of unpublished price sensitive information. Inducement and
procurement of unpublished price sensitive information not in furtherance of one’s legitimate duties and discharge
of obligations would be illegal under this provision.
(1) No insider shall trade in securities that are listed or proposed to be listed on a stock exchange when in possession
of unpublished price sensitive information:
[Explanation –When a person who has traded in securities has been in possession of unpublished price sensitive
information, his trades would be presumed to have been motivated by the knowledge and awareness of such
information in his possession.]
Commercial Banking Ban
A commercial bank is a business firm, dealing in money and credit. It is a financial institution dealing in money in the
sense that it accepts deposits from the public to keep them in its custody for safety. So also, it deals in credit, i.e., it
creates credit by making advances out of the funds received as deposits to needy people. It thus, functions as a
mobiliser of savings in the economy.
FUNCTIONSFUNCTIONS OF COMMERCIAL
FUNCTIONS OF COMMERCIAL BANK
According to Banking Regulation Act of 1949, “Banking means the accepting for the purpose of lending or investment
OF COMMERCIAL BANK
of deposits of money from the public, repayable on demand or otherwise, and withdrawal by cheque, draft, order or
otherwise”.
A. Primary Functions: The primary functions of the commercial banks are as follows:
1. Accepts Deposits
Savings deposits – The commercial bank accepts small deposits, from households or persons, in order to encourage
savings in the economy.
Time deposits – The bank accepts deposits for a fixed time and carries a higher rate of interest as compared to savings
deposits.
Current deposits – These accounts do not offer any interest. Further, most current accounts offer overdrafts up to a pre-
specified limit. The bank, therefore, undertakes the obligation of paying all Cheques against deposits subject to the
availability of sufficient funds in the account.
1. Scheduled Banks
a. Public Sector Banks
b. Private Sector Banks
c. Foreign Banks
2. Non-Scheduled Banks
Non-Scheduled Banks: Non-Scheduled banks refer to those banks which are not included in the Second Schedule of Reserve Bank of
India Act, 1934.
Scheduled Banks:
Scheduled Banks refer to those banks which have been included in the Second Schedule of Reserve Bank of India
Act, 1934. In India, scheduled commercial banks are of three types. These are public sector banks, private sector
banks and foreign sector banks.
(i)Public Sector Banks: These banks are owned and controlled by the government. In other words, majority of the
control is hold by the government. The main objective of these banks is to provide service to the society, not to
make profits. State Bank of India, Bank of India, Punjab National Bank, Canada Bank and Corporation Bank are
some examples of public sector banks. SBI and its subsidiaries and other nationalized banks are two types Public
sector banks.
(ii) Private Sector Banks: These banks are owned and controlled by private businessmen. In other words, majority of
the control is hold by the private owners. The main objective of these banks is to earn profits. ICICI Bank, HDFC
Bank are some examples of private sector banks.
(iii) Foreign Banks: These banks are owned and controlled by foreign promoters. When the process of economic
liberalization had started in India, their number has grown Commercial Banks Scheduled Commercial Banks Private
Sector Banks Public Sector Banks SBI and its Subsidiaries Other Nationalized Banks Foreign Sector Banks Non-
scheduled Commercial Banks 79 rapidly. Bank of America, American Express Bank, Standard Chartered Bank are
examples of foreign banks.
Role of Commercial Banks in the Economic Development of a Country
4. Development of agriculture