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CRM Presentation topic:
MERCHANTBANKING Presented by:Priyal Adhiya (01)
Prerna Bhardwaj (03)Khushali Chheeda (05)
Vivek Desai (07)Tanvi Gada (09)
Aayushi Jain (13)
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INDEX
1. INTRODUCTION TO MERCHANT BANKING
2. MEANING, DEFINATION
3. ORIGIN
4. NEED AND IMPORTANCE
5. MERCHANT BANKING FUNCTIONS
6. MB vs. CB
7. CATAGORIES OF MERCHANT BANKERS
8. SERVICES OF MERCHANT BANKERS
9. QUALITIES OF MERCHANT BANKLERS
10. PROBLEMS ASSOCIATED WITH MB
11. SEBI GUIDELINE &CODE OF CONDUCT
12. FUTURE PROSPECTS IN INDIA
13. REFRENCES
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1. INTRODUCTION TO MERCHANT BANKING
The term Merchant Banking has its origin in the trading methods of
countries in the late eighteenth and early nineteenth century when trade-
taking place was financed by bill of exchange drawn by merchanting houses.
At that time the merchants were merely financing their own activities. As
international trade grew and other lesser-known names wanted to import
goods from abroad, the established merchants ‘lent3 Merchant Banking
their names’ to the newcomers by agreeing to accept bills of exchange on
their behalf. The acceptance houses would charge a commission for this
service and thus there grew up the business of accepting bills of finance
trade not merely of themselves, but of others. Acceptance business thus
became and to a degree always has been hallmark of true Merchant Banks.
The second historical of Merchant Banks was the raising of capital for
foreign Government. In many cases, the Merchant Banks have been trading
in the countries concerned and gained the confidence of Governments and
other authorities in those countries. Thus the second principal ingredient of
Merchant Banking became and still is raising of capital through the issue of
stocks and bonds. Therefore, Merchant Banks can be accepting houses orissuing houses or both. Merchant Banking started in the beginning of 20 th
century in UK and USA. More recently, the services offered by Merchant
Banks have entered into the other areas of operations. Their role is wide
ranging and they can now provide most of the financial services required by
a company, touching almost all aspects of establishing and running of
industrial unison sound financial footing. Dictionary meaning of ‘merchant
bank’ refers to an organization that underwrites corporate securities andadvises such clients on issues like corporate mergers, etc. involved in the
ownership of commercial ventures. This organization may be a bank,
corporate body, firm or proprietary concern.
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2. MEANING, DEFINATION
The first authoritative definition for the term ‘Merchant Banker’ has been
given in the Rule 2 (e) of SEBI (Merchant Bankers) Rules, 1922. Accordingly,
“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 as Manager, Consultant, Adviser of rendering
Corporate Advisory Service in relation to such Issue Management”.
Sec/5 (b) of the Banking Regulation Act, 1949 defines Banking as “accepting,
for the purpose of lending or investment of deposits of money from the
public, repayable on demand or otherwise and with drawable by cheque,
draft, order or otherwise”. The Notification of the Ministry of Finance
defines a merchant banker as, “any person who is engaged in the business
of issue management either by making arrangements regarding selling,
buying or subscribing to the securities as manager, consult, adviser or
rendering corporate advisory service in relation to such issue management”.
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3. ORIGIN
During the seventeenth and most of the eighteenth century international
finance was centered on Amsterdam. Consequently Amsterdam merchants
became the first masters of the various financial techniques and
developments which, in the course of time, became identified with the
emergent profession of ‘Merchant Bankers’.
Commercial Banking and Investment Banking are often confused with
Merchant Banking. In many ways, there may be similarities in their
functions. However, in certain ways, Merchant Banking is distinctly different
from commercial Banking and Investment Banking.
The primary function of a commercial bank is to receive deposits from the
public and lend the same to others. Commercial Banks can undertake some
of the merchant banking activities like Issue Management whereas
Merchant Banking Units can not undertake commercial banking activities.
However, the functions of Merchant Banking may not widely vary from
Investment Banking. The Merchant Banker mainly deals with Issue
Management, post issue services, corporate adviser services etc. theInvestment Banker undertaken trading in securities, Investment advises and
Bought out deals which are not the main activities of Merchant Bankers.
In today’s Scenario the Merchant banker and management consultants
undertake advisory services to the corporate sector. The Merchant Banker
advices Corporation and firms relating to opening of issues, receiving loans
etc. The management consultant have a wide area operations like
production, Marketing, Personnel Relations, of finance etc. but they lackstatutory recognition to undertake capital market related activities which
has enabled the merchant banker to cater to the needs of the Corporate
Sector.
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4. NEED AND IMPORTANCE
Important reason for the growth of merchant banking is due to exerting
excess demand on the sources of funds forever expanding industry and
trade. Corporate sector had the only alternative to avail of the capitalmarket services for meeting their long-term financial requirements through
capital issues of equity and debentures.
With the growing demand for funds there was pressure on capital market
that enthused the commercial banks, share brokers and financial
consultancy firms to enter into the field of merchant banking and share the
growing capital market. In India have opened their merchant banking
windows and are competing in this field, and also doing advisory functionsas merchant bankers as well as managing public issues in syndication with
other merchant bankers.
Merchant banks can play highly significant role in mobilizing funds of savers
to investible channels assuring promising return on investments activity.
With the growth of merchant banking profession corporate enterprises in
both public and private, sectors would be able to meet the growing
requirements for the funds for establishing new enterprises, undertaking
expansion/modernization/diversification of the existing enterprises.
Merchant banks have been procuring impressive support from capital
market for the corporate sector for financing their projects. In view of
multitude of enactments, rules and regulations, guidelines and off shoot
press release instructions brought out by the Government from time to time
imposing statutory obligations upon the corporate sector to comply with all
those requirements prescribed therein, the need of skilled agency existed
which could provide counseling.
Merchant bankers advise the investors of the incentives available in the
form of tax relief’s, other statutory relaxations, good return on investment
and capital appreciation in such investment to motivate them to invest their
savings in securities.
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5. MERCHANT BANKING FUNCTIONS
The role of merchant banker is dynamic in the wake of diverse nature of
merchant banking services. Merchant banker’s dynamism lies in promptly
attending to the corporate problems and suggests ways and means to solve
it. The nature of merchant banking services is development oriented and
promotional to help the industry and trade to grow and survive. Merchant
banker is, therefore, dedicated to achieve this objective through his
dynamism. He is always awake to renew his skills, develop expertise in new
areas so as to equip himself with the knowledge and techniques to deal with
emerging new problems of corporate business world. He has to keep pace
with the changing environment where Government rules, regulations and
policies affecting business conditions frequently change; where science and
technology create new innovations in production processes of industries
envisaging immediate renovations, diversification, modernizations or
replacements of existing plant and machinery or other equipments putting
new demands for finances and necessitating overhauling of the capital
structure of the firms.
Merchant banker has to think and devise new instruments of financing
industrial projects. He has to assume wider responsibilities of saving
industrial units from going sick and guiding industries to be set up
industrially backward areas to eliminate regional imbalances in industrial
development of the country. He has to guide the wider section of the
community possessing surplus money to invest in corporate securities and
other productive investment channels. He has to help the industry in
different forms to ensure that it runs risk free and devoid of uncertainty by
assisting the has to watch the interest and win over the confidence of the
Government, its agencies, along with the entrepreneurs, the investors and
the whole community. He must bridge the communication gap between
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different sections and resolve the problem being faced in different areas
concerned with the business world.
To discharge the above role, a merchant banker has t be dynamic. For this
reason, a merchant banker is sometimes, called M.B i.e. Moving Bottom,i.e., one who never sits at one place, always moving- attending meetings
and meeting clients and constituents, doing business and getting business by
attending meetings and conferences, imparting knowledge to others and
acquiring new knowledge to maintain his supremacy in possession of latest
information. His role depicts a personality cult, which is unique and envious
to be followed by others.
In the days ahead, merchant bankers have very significant role to play
tuning their activities to the requirements of the growth pattern of
corporate sector, the industry and the economy as a whole, which is, in it, a
challenging task and to meet these challenges merchant bankers will have to
be more vigorous and strategic in playing their role. They will have also to
adopt new ways and means in discharging their role.
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6. MB vs. CB
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:
Merchant bank Commercial bank
Basically they deal
with mainly funds raised through
money market and capital market
and the area of activity is ‘equity
and equity related finance’
Basically deal in debt
related finance and their activities
are appropriately arrayed around
credit proposals, credit appraisal and
loan sanctions.
Is management oriented. Theygenerally are willing to accept risks of
business.
Are asset oriented andtheir lending decisions are based on
detailed credit analysis of loan
proposals and the value of security
offered against loans. They generally
avoid risks.
There activities
include project counseling, corporate
counseling in areas of capitalrestructuring, amalgamations,
mergers, takeovers etc., discounting
and rediscounting of short term
paper in money markets, managing,
underwriting and supporting public
issues and new issue market and
acting as brokers and advisers on
portfolio management in stock
exchange. This activities have
impact on growth, stability and
liquidity of money markets.
They are merely
financiers.
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7. CATAGORIES OF MERCHANT BANKERS
In India, merchant banks operate in the form of Divisions of Indian and
Foreign banks and financial institutions, subsidiary companies established by
banks like SBI Capital Markets Ltd., can Bank Financial Services Ltd., PNB
Capital Services Ltd., Indian Bank Merchant Banking services Ltd., etc., the
firm organized by the stock brokers, stock exchange dealers, the financial
and technical consultants and chartered accountants. Securities and
Exchange Board of India (SEBI) has divided merchant bankers into four
categories, which are as follows:
Merchant Bankers are classified into 4 categories as shown in the above
table having regard to their nature and range of activities and their
responsibilities to SEBI, investors and issuers of securities. The minimum net
worth and initial authorization fee depends on the category. The first
category consists of merchant bankers who carry on any activity of issue
management, determining financial structure, tie-up of financiers, 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.
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8. SERVICES OF MERCHANT BANKERS
ISSUE MANAGEMENT:
The public issue of securities is the core of merchant banking function. Atone time it was constructed as the sole function. Merchant bankers were
identified as issue houses. It was later perceived that they provide other
financial services. When companies seek to raise resources for
implementation of a new project or finance expansion or modernization or
diversification of an existing unit or fund long term working capital
requirement, they retain the services of a merchant banker. To a large
extent the type of issue would vary with the purpose for which funds are
raised. Merchant bankers when retained as managers to issue will have to
assist the company in all the stages connected with public issue.
CORPORATE ADVISORY SERVICES RELATING TO THE ISSUE
In India, the pricing of issues is now freely decided by the company, with
valuable inputs from the merchant bankers, who have to sell the issue at the
decided price. The pricing of the issue especially in a public issue is very
important. The pricing has to be such that the investors will be attracted to
invest in the issue at that price, at the same time the company should get
the premium that it is looking for. After all, the premium can play a very role
in deciding the company’s capital structure, as larger the premium lesser will
be the requirement for borrowed funds.
UNDERWRITING
Underwriting is like insurance against the failure of an issue. It is aguarantee to the issuing the company, that the money that it requires for its
project will definitely be raised. It means that even if the issue is not fully
subscribed to by the public, the underwriters will make up the short fall.
Underwriting involves the underwriter agreeing to subscribe directly, or to
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Procure subscription for the unsubscribe portion of the issue, which is not
taken up. For the risk that the underwriter takes, he is paid commission.
MERGERS AND ACQUISITIONS
Mergers and acquisitions (M&A) and corporate restructuring are a big part
of the corporate finance world. Every day, Wall Street investment bankers
arrange M&A transactions, which bring separate companies together to
form larger ones. When they're not creating big companies from smaller
ones, corporate finance deals do the reverse and break up companies
through spin-offs, carve-outs or tracking stocks.
PROJECT COUNSELLING
Project counseling is very important and lucrative merchant banking services
which only very few merchant bankers having advantages of knowledge,
skills and experience over others are able to render satisfactorily. The
corporate seek advice in respect of identification of profitable investment
opportunities in the related business areas (like forward/backward
integration) or as part of diversification process. The merchant bankers carry
out detailed studies on product demand patterns, cost structures, etc., toenable the corporate in preparation of feasibility study may involve
arrangement of a foreign collaboration, advice on technical parameters and
also legal issues.
LOAN SYNDICATION
It refers to assistance rendered by merchant banks to get mainly term loans
for projects. Such loans may be obtained from a single development financeinstitution or a syndicate or consortium as in the case of large term loans.
Merchant banks can also help corporate clients to raise syndicated loans
from commercial banks.
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CORPORATE ADVISORY SERVICES
Merchant bankers offer customized solutions to solve the financial problems
of their clients. Advice is sought in areas of financial structuring (as shown in
the Modern Manufacturing case above). Merchant bankers study theworking capital practices that exist within the company and suggest
alternative policies. They also advise the company on rehabilitation and
turnaround strategies, which would help companies to recover from their
current position.
LEASE FINANCE COMPANIES
Lease finance companies provide finance to acquire the use of assets for astipulated period of time without owning them. The user of the asset is
known as the lessee, and the owner of the asset is known as the lesser.
Leasing is medium term arrangement for finance.
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9. QUALITIES OF MERCHANT BANKLERS
Merchant bankers are individual experts who organize and manage the
merchant banks. The operations of merchant banks are, therefore,
influenced by the personality trait of these individuals. For the success of
merchant bank’s operations, the qualities which merchant bankers should
have are discussed below:-
LEADERSHIP: merchant banker should possess all relevant skills, update
knowledge to interact with the clients and effectively communicate.
Leadership is synonymous with followers who follow the one who leads.
AGGRESSIVE ACTION: aggressiveness is a personality trait of a good leader
but in merchant banking it has a wider connotation. Aggressive merchant
bankers are always looking for new business. Once a business opportunity
has been located, the merchant banker has got to obtain the mandate for
the merchant banking assignment from the clients at once which will
depend upon his own communication skills, persuasiveness and the
background of the organization to which he belongs. A good merchant
banker is one who does not allow his client to think anything outside exceptwhat has been advised.
COOPERATION AND FRIENDLINESS:- These two characteristics are the
symbols of good leadership but it hardly needs to be stressed that
cooperation and friendliness coupled with persuasiveness are the main
instruments with which a merchant banker mixes with the people, gathers
information, obtains business mandate and renders satisfactory services to
the clients. Business of and honest business merchant banker spreads with
geometrical propagation when he shares the thoughts of his clients with
sympathetic gestures and offers pragmatic suggestions without greed or
favors. Very often, rude, intemperate and indifferent disposition or blunt
outburst withdrew fortunate business opportunities forever. Friendliness
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and cooperation must flow as natural traits in the merchant banker to win
the trust of the clients.
CONTACTS : success of merchant banker depends upon his sociable nature
and the richness of wider contacts. A merchant banker is supposed to beacquainted deeply with all the constituents of merchant banking. The scope
of contact encompasses intimate contiguity and acquaintances within his
own organization, Central and State Government Offices where compliances
under various relevant enactments are to be reported, Indian and foreign
banks, financial institutions at Central and State levels,
promoters/directors/owners and chief executives of the private and public
enterprises which would be prospective beneficiaries of merchant bankingservices, printers, advertising agencies, brokers and stock exchange dealers,
advocates and solicitors and members of the press whose services are
availed of in executing merchant banking assignments. Merchant bankers
should widen contacts and references and continue to maintain them with
goodness, honor and humor by meeting people.
ATTITUDE TOWARDS PROBLEM SOLVING: The most important personality
trait of a merchant banker is his attitude towards problem solving. Evenclient coming to him has got to return fully satisfied having consulted a
merchant banker. Positive approach to understand the view points of
others, their difficulties and their adverse circumstances is possible only
when a person is skilled in human relations particularly the inter-personal
and intra-personal behavior. Effective communication and proper feedback
are the pre-requisite for creating a positive attitude towards problem
solving. Many persons are effective in this trait without any training forreasons of cultivating a habit from environment in which they have been
brought up at home, in school, college and office. This is so important that
it must be treated as a separate objective quality of a good merchant banker
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INQUISITINESS FOR ACQUIRING NEW SKILLS, INFORMATION AND
KNOLEDGE: merchant bankers lice on their wits they earn by giving
information to needy clients. Therefore, they should keep abreast with
latest information in the area of the service product, they market. This is
possible if merchant bankers possess the quality of inquisitiveness.
The above qualities of a merchant banker are only illustrative. All good
qualities in merchant bankers are difficult to be defined so elaborately.
Nevertheless, merchant banker should possess super business acumen,
managerial abilities, administrative capacities and salesmanship so as to
understand the problems and sell the service product to the needy clients.
10. PROBLEMS ASSOCIATED WITH MB
1. SEBI guidelines have authorized merchant bankers to undertake issue
Related activities only with an exception of portfolio management. These
guidelines have made the merchant bankers either to restrict their activities
or think of separating these activities from the present one and float newsubsidiary and enlarge the scope of its activities.
2. SEBI guidelines stipulate a minimum net worth of Rs.1 crore for
authorization of merchant bankers. Small but professional and specialized
merchant bankers who do not have a net worth of Rs.1 crore may have to
close down their business. The entry is denied to young, specialized
professionals into merchant banking business.
3. Non co-operation of the issuing companies in timely allotment of
securities and refund of application money is another problem of merchant
bankers. The guidelines have put the responsibility on the merchant
bankers. They have to seek the cooperation of the issuing company to
shoulder the responsibility.
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11. SEBI GUIDELINE &CODE OF CONDUCT
SEBIguidelines-
Merchant Bankers have been barred from undertaking activities other thanrelated to the securities market. The SEBI (Merchant Bankers) Regulations,
1992 have been amended on December 19, 1997 to provide that: a. The applicant should be a fit and proper person;
b. A merchant banker has to seek separate registration for its underwriting
or portfolio management activities; c. The categorization of merchant bankers I, II, III and IV has been
dispensed with; d .A merchant banker, other than a bank or a public financial institution,
has been prohibited from carrying any activities not pertaining to the
securities market; and
e. The applicant should be a body corporate other than non-banking
finance company. The Merchant Bankers Regulations were amended on January 21, 1998 to
provide time up to June 30, 1998 to sever its activities or hive off its
activities not pertaining to the securities market. The Reserve Bank of India
has exempted merchant banking companies from the provisions of Reserve
Bank of India Act, 1934 relating to compulsory registration (section 451A),
maintenance of liquid assets (section 451B),creation of reserve fund (section
451C ) and all the provisions of the recent Directions relating to deposit
acceptance and prudential norms. Merchant banking companies, to be
eligible for the above exemption, are required to satisfy the following
conditions: i. Such companies are registered with the SEBI under section 12 of the SEBI
Act, 1992 and are carrying on the business of merchant banker inaccordance with the Rules / Regulations framed by the SEBI;
ii. They acquire securities only as part of their merchant banking business; iii. They do not carry on any other financial activities as mentioned in
section 451 (c ) of the RBI Act,1934; iv. They do not accept / hold public deposits.
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Code of conduct:
A merchant banker in the conduct of his business has to observe high
standards of integrity and fairness in all his dealings with his clients and
other merchant bankers. He ought to render at all times high standards of service, exercise due diligence, ensure proper care and exercise
independent professional judgment. He has to, wherever necessary, disclose
to the clients, possible sources of conflict of duties and interest, while
providing services. He cannot make any statement or become privy to any
act, practice unfair competition, which is likely to be harmful to the interest
of other merchant bankers or is likely to place such other merchant bankers
in a disadvantageous position in relation to him, while competing for or
executing any assignments. He should not make any exaggerated statement,
whether oral or written, to the client either about his qualification or his
capability to render certain services or his achievements in regard to
services rendered to other clients. A merchant banker has always to
endeavor to
(1) render the best possible advice to the clients having regard to the clients’
needs and the requirements and his own professional skill; and
(2) ensure that all professional dealings are effected in a prompt, efficient
and cost effective manner. He should not (1) divulge to other clients, press
or any other party any confidential information about his client which has
come to his knowledge; and (2) deal in securities of any client company
without making disclosure to the SEBI as required under the regulations and
also the board of directors of the client company. He should endeavor to ensure that (1) the investors are provided with true
and adequate information without making any misguided or exaggerated
claims and are made aware of attendant risks before any investment
decision is taken by them: (2) copies of prospectus, memorandum and
related literature are made available to the investors; (3) adequate steps aretaken for the fair allotment of share application and transfers, listing of
securities arrangement of underwriting/sub-underwriting, placing of issues,
selection of brokers, bankers to the issue, publicity and advertising agents,
printers, etc. In view of the overwhelming importance of merchant bankers
in the process of capital issues, it is now mandatory that all public issues
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should be managed by merchant banker(s) functioning as the lead
manager(s). In the case of right issues not exceeding Rs 50 lakh, such
appointments may not be necessary. The salient features of the SEBI
framework of their operations are summarized in this article. Registration: Compulsory Registration: Merchant bankers are compulsory registered with
the SEBI to carry out their activities. They fall in four categories. Category I
merchant bankers carry on any activity relating to issue management, i.e.
preparation of prospectus and other information relating to the issue,
determining financial structure, tie-up of financiers and final allotment of
securities and refund of the subscription. They can also act as advisor,
consultant, manager, underwriter or portfolio manager. Category II
merchant bankers can act as advisor, consultant co-manager, underwriter,portfolio manager. Category III merchant bankers can act as an underwriter,
advisor and consultant to an issue. Thus, only Category I merchant bankers
can act as lead managers to an issue. Capital Adequacy Requirement: A merchant banker is granted recognition
by the SEBI in different categories on the basis of capital adequacy norms in
terms of its net worth comprising of paid-up capital and free reserves. The
minimum net worth requirements for each category is: Rs 5 crore (Category
I), Rs 0.5 crore (Category II), Rs 0.2 crore (Category III) and for Category IV
nil. Apart from minimum capital requirement, the merchant bankers are
expected to have the necessary infrastructure like adequate office space,
equipment and manpower to effectively discharge their activities. They
should employ at least two persons with experience to conduct merchant
banking business; they should not be involved in any litigation connected
with the securities market, have professional qualification in finance, law or
business management and, finally their registration is in the interest of the
investors.
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12. FUTURE PROSPECTS IN INDIA
In the present dynamic environment where public money is playing a vital
role in financing a large number of projects, both in the public and private
sectors, Merchant Banking has a significant role in managing the show and
meeting the growing demands for funds by the corporate sector. Merchant
Banking includes a whole gamut of activities which meet the needs of both
corporate and individual investors and which range from identification,
evaluation, promoting and financing of projects (both domestic and
overseas) by raising resources in the equity and long-term loans, to organize
and participate in international consortia, to raise foreign currency loans and
to offer advisory services on various matters related to finance, investment,
capital management, structure, mergers, amalgamation, takeovers and
acquisitions.
They also play a useful role in the portfolio management, money market
operations, venture capital, leasing, etc. Merchant bankers act as a guide for
the entrepreneurs who are unaware, or have little knowledge or experience,
of the complexities involved in the above spheres. In addition to the above,
the scope of Merchant Banking services has extended to providing advisory
services to companies to increase or divest their stakes, public sector
undertaking disinvestments, international issues, etc. With the OTCEI being
operation now, Merchant Bankers will have a key role to play in terms of
appraising the projects and offering two-way quotes for market making in
case of entrepreneur going for listing in the above exchange. Merchant
Bankers act as a critical link between the corporate who are intend to raise
funds and the investors who are interested to invest in securities Industry.
Besides issue management, the Merchant Bankers are also undertake the
activities like underwriting connected with the public issue management
business, Managing/advising on International offerings of Debt/Equity i.e.,
GDR, ADR, Bonds and other instruments, Private placement securities,
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Primary or Satellite dealership of government securities, Corporate Advisory
services related to securities market (e.g., Takeovers, acquisitions,
disengagement), Stock-Broking, Advisory Services for projects, Syndication
of rupee term loans and International Financial Advisory Services.
13. REFRENCES
http://www.answers.com/topic/merchant-banking
http://pnbindia.in/mbddetail.htm
Financial Services : Nalini Prava Tripathy, Prentice-Hall of India Pvt ltd.
‘Merchant Banking and Financial Services’ ,
Prof. Anil Agashe, Pune; Everest Publishing House.
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