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INTRODUCTION

Original Definition: A Merchant Bank is a British term for a bank providing
various financial services such as accepting bills arising out of trade, providing
advice on acquisitions, mergers, foreign exchange, underwriting new issues, and
portfolio management.
The Focus Definition: A Merchant Bank can be generally described as a
financial services company with a private equity investment arm offering
investment banking and ancillary services as well. Because a merchant bank
acts not only as an advisor and broker but also as a principal, a merchant bank
has a longer term approach than a typical investment bank and is highly
concerned with the viability of each investment opportunity and providing the
right advice for a strong partnership with each client company.
In banking, a merchant bank is a traditional term for an Investment Bank. It can
also be used to describe the private equity activities of banking. This article is
about the history of banking as developed by merchants, from the Middle Ages
onwards.
Amidst the swift changes sweeping the financial world, Merchant Banking has
emerged as an indispensable financial advisory package. Merchant banking is a
service-oriented function that transfers capital from those who own to those who
can use it. They try to identify the needs of the investors & corporate sector &
advice entrepreneurs what to do to be successful.
The merchant banking has been defined as to what a merchant banker does. A
merchant Banker has been defined by Securities Exchange Board Of India
(Merchant Banker) rules, 1992, as “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, advisor or rendering corporate advisory services in relation to
such issue managemen
MERCHANT BANKING HISTORY
In late 17th and early 18th century Europe, the largest companies of the world
was merchant adventurers. Supported by wealthy groups of people and a
network of overseas trading posts, the collected large amounts of money to
finance trade across parts of the world. For example, The East India Trading
Company secured a Royal Warrant from England, providing the firm with official
rights to lucrative trading activities in India. This company was the forerunner in
developing the crown jewel of the English Empire. The English colony was
started by what we would today call merchant bankers, because of the firm's
involvement in financing, negotiating, and implementing trade transactions. The
colonies of other European countries were started in the same manner. For
example, the Dutch merchant adventurers were active in what are now
Indonesia; the French and Portuguese acted similarly in their respective colonies.
The American colonies also represent the product of merchant banking, as
evidenced by the activities of the famous Hudson Bay Company. One does not
typically look at these countries' economic development as having been fueled by
merchant bank adventurers. However, the colonies and their progress stem from
the business of merchant banks, according to today's accepted sense of the
word. Merchant banks, now so called, are in fact the original "banks". These
were invented in the middle Ages by Italian grain merchants. As the Lombardy
merchants and bankers grew in stature on the back of the Lombard plains cereal
crops many of the displaced Jews who had fled persecution after 613 entered the
trade. They brought with them to the grain trade ancient practices that had grown
to normalcy in the middle and far east, along the Silk Road, for the finance of
long distance goods trades.

The Jews could not hold land in Italy, so they entered the great trading piazzas
and halls of Lombardy, along side the local traders, and set up their benches to
trade in crops. They had one great advantage over the locals.
Christians were strictly forbidden the sin of usury. The Jewish newcomers, on the
other hand, could lend to farmers against crops in the field, a high-risk loan at
what would have been considered usurious rates by the Church, but did not bind
the Jews. In this way they could secure the grain sale rights against the eventual
harvest. They then began to advance against the delivery of grain shipped to
distant ports. In both cases they made their profit from the present discount
against the future price. This two-handed trade was time consuming and soon
there arose a class of merchants, who were trading grain debt instead of grain.




                TRADATIONAL MERCHANT BANKING

Merchant Banking, as the term has evolved in Europe from the 18th century to
today, pertained to an individual or a banking house whose primary function was
to facilitate the business process between a product and the financial
requirements for its development. Merchant banking services span from the
earliest negotiations from a transaction to its actual consummation between
buyer and seller.

In particular, the merchant banker acted as a capital sources whose primary
activity was directed towards a commodity trader/cargo owner who was involved
in the buying, selling, and shipping of goods. The role of the merchant banker,
who had the expertise to understand a particular transaction, was to arrange the
necessary capital and ensure that the transaction would ultimately produce
"collectable" profits. Often, the merchant banker also became involved in the
actual negotiations between a buyer and seller in a transaction.
MODERN MERCHANT BANKING

During the 20th century, however, European merchant banks expanded their
services. They became increasingly involved in the actual running of the
business for which the transaction was conducted. Today, merchant banks
actually own and run businesses for their own account, and that of others.

Since the 18th century, the term merchant banker has, therefore, been
considerably broadened to include a composite of modern day skills. These skills
include those inherent in an entrepreneur, a management advisor, a commercial
and/or investment banker plus that of a transaction broker. Today a merchant
banker is who has the ability to merchandise -- that is, create or expands a need
-- and fulfill capital requirements. The modern European merchant bank, in many
ways, reflects the early activities and breadth of services of the colonial trading
companies.

Most companies that come to a U.S. merchant bank are looking to increase
their financial stability or satisfy a particular, immediate capital need.

Professional merchant bankers must have: 1) an understanding of the product,
its industry and operational management; 2) an ability to raise capital which
might or might not be one's own (originally merchant bankers supplied their own
capital and thereby took an equity interest in the transaction); 3) and most
importantly, effective skills in concluding a transaction - the actual sale of the
product and the collection of profit. Some people might question whether or not
there are many individuals or organizations that have the abilities to fulfill all three
areas of expertise.


Who are merchant bankers ?

-Merchant banks are private financial institution.

-Their primary sources of income are PIPE (Private Investment In Public Entities)
financings and international trade.

-Their secondary income sources are consulting, Mergers & Acquisitions help
and financial market speculation.

-Because they do not invest against collateral, they take far greater risks than
traditional                                                                     banks.


-Because they are private, do not take money from the public and are
international in scope, they are not regulated.

-Anyone considering dealing with any merchant bank should investigate the bank
and its managers before seeking their help.

-The reason that businesses should develop a working relationship with a
merchant bank is that they have more money than venture capitalists. Their
advice tends to be more pragmatic than venture capitalists.
Functions of Merchant Bankers:
  Consulting advice on going public and international business.
  Advice and help in taking your company public. If they are unwilling to
    supply Investment Banking bridge loans, they have a low cost strategy for
    taking your company public.
  They do PIPE (Private Investment in Public Equities) financings.
  They can advise or help with a company’s M&A strategy.
  They are essential advisors for companies seeking to become
    multinational corporations
SIGNIFICANCE OF THE STUDY


 It would help us to develop the ability to study the functioning of Merchant
   Banking in India & learn & apply multidisciplinary concepts, tools &
   techniques to solve vital problems.


 It familiarizes with the various services provided by Merchant Bankers.



 They would help us to draw comparison between public & private sector
   companies engaged in Merchant Banking activities.
 Based upon the comparison, it would help us to determine which sector
   has more growth potential & where should one invest his/her funds to
   maximize the return at minimum risk.
MERCHANT BANKING IN INDIA
MERCHANT BANKING IN INDIA

In India Merchant Banking activities started from the year 1967, following the
footsteps of similar activities in UK & USA. Currently Merchant Banking activity
has mushroomed in the Indian capital market with both public & private sector
settings up their respective merchant Banking divisions. Currently, the total no. of
merchant bankers in India are approx. 1450 with more than 930 registered with
SEBI. The SEBI authorized Merchant Bankers Include merchant Banking
divisions of All India Financial Institutions, nationalized & foreign banks, subsidies
of the commercial banks, private merchant banks engaged in stock broking,
underwriting activities & financial consultancy & investment advisory service
firms.

    Grindlays Banks – 1967

    Citi banks – 1970

    SBI – 1973

    ICICI - 1974

Merchant banking in India - an overview

Companies raise capital by issuing securities in the market. Merchant bankers
act as intermediaries between the issuers of capital and the ultimate investors
who      purchase   these   securities.   Merchant   banking…      is   the   financial
intermediation that matches the entities that need capital and those that have
capital. It is a function that facilitates the low of capital in the market.



Merchant banker registered with SEBI:

Public Sector: - Commercial banks (24), Financial Institutions (6), State
Institutions (4) Private sector: - International bankers (10), Banks (10), finance &
investment (231)
The following comprise the main functions of a
merchant banker in India:
Management of debt and equity offerings- This forms the main function of
the merchant banker. He assists the companies in raising funds from the market.
The main areas of work in this regard include: instrument designing, pricing the
issue, registration of the offer document, underwriting support, and marketing of
the issue, allotment and refund, listing on stock exchanges.

Placement and distribution- The merchant banker helps in distributing
various securities like equity shares, debt instruments, mutual fund products,
fixed deposits, insurance products, commercial paper to name a few. The
distribution network of the merchant banker can be classified as institutional and
retail in nature. The institutional network consists of mutual funds, foreign
institutional investors, private equity funds, pension funds, financial institutions
etc. The size of such a network represents the wholesale reach of the merchant
banker. The retail network depends on networking with investors.

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 an intermediary whose main job is to transfer capital from
those who own it to those who need it. After taking action as per SEBI guidelines,
the merchant banker arranges 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. Pricing of
issues is done by the companies in consultant with the merchant bankers.

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.
Banks/Merchant banking subsidiaries cannot underwrite more than 15% of any
issue.
Financial structuring
 includes determining the right debt-equity ratio and gearing ratio for the client;
the appropriate capital structure theory is also framed. Merchant bankers also
explore the refinancing alternatives of the client, and evaluate cheaper sources of
funds. Another area of advice is rehabilitation and turnaround management. In
case of sick units, merchant bankers may design a revival package in
coordination with banks and financial institutions. Risk management is another
area where advice from a merchant banker is sought. He advises the client on
different hedging strategies and suggests the appropriate strategy.

Project Counseling: Project counseling includes preparation of project reports,
deciding upon the financing pattern to finance the cost of the project and
appraising the project report with the financial institutions or banks. It also
includes filling up of application forms with relevant information for obtaining
funds from financial
Institutions and obtaining government approval.

Loan syndication- Merchant bankers arrange to tie up loans for their clients.
This takes place in a series of steps. Firstly they analyses the pattern of the
client’s cash flows, based on which the terms of borrowings can be defined. Then
the merchant banker prepares a detailed loan memorandum, which is circulated
to various banks and financial institutions and they are invited to participate in the
syndicate.


Providing venture capital and mezzanine financing- Merchant bankers
help companies in obtaining venture capital financing for financing their new and
innovative strategies.

Portfolio Management: Portfolio refers to investment in different kinds of
securities such as shares, debentures or bonds issued by different companies
and government securities. Portfolio management refers to maintaining proper
combinations of securities in a manner that they give maximum return with
minimum risk.

Off Shore Finance:
The merchant bankers help their clients in the following areas involving foreign
currency.
(a) Long term foreign currency loans
(b) Joint Ventures abroad
(c) Financing exports and imports
(d) Foreign collaboration arrangements
Non-resident Investment:The services of merchant banker includes
investment advisory services to NRI in terms of identification of investment
opportunities, selection of securities, investment management, and operational
services like purchase and sale of securities.

Corporate Counseling and advisory services: Corporate counseling covers
the entire field of merchant banking activities viz. project counseling, capital
restructuring, public issue management, loan syndication, working capital, fixed
deposit, lease financing acceptance credit, etc. Merchant bankers also offer
customized solutions to their client’s financial problems.
Developments in Merchant banking
            Establishments In India

    Setting up of banks Subsidiaries:

In order to meet the growing demand for broad-based financial services from the
corporate sector more effectively, the merchant banking division of the
nationalize banks have stated forming independent subsidiaries. These
subsidiaries offer more specialized services with proffecinal expertise & skills.
SBI capital market ltd. was incorporated as the first such subsidiary of sbi on 2
July, 1986. Then CAN BANK financial services ltd was set up as wholly owned
subsidiary of canra bank in 1987. PNB Capital Market was promoted by PNB
during Mid 1988. Many more subsidiaries are being set up by another nationalize
banks.

    Reorganization of private Firms:

Expecting tough Competition from growing number of merchant banking
subsidiary of nationalized banks, private merchant bankers have also started
reorganizing their activities e.g., J.M financial & investment consultancy ltd., 20th
century finance corporation ltd., LKP merchant financing ltd are some of the
private sector firms of merchant bankers who have taken steps to reorganize
their activities.

    Establishment of SUA:

In order to educate and protect the interest of investor , to provide information
about new issues of capital market, to evolve a code of conduct for underwriters
& to render legal & other services to members & public, the STOCKBROKER
UNDERWRITER ASSOCIATION(SUA) was established in 1984

    Discount & Finance House of India(DFHI)

DFHI was incorporated as a company under the company act 1956 with an
authorized & paid up capital of rs 100 crore. Out of this rs 51 crores has been
contributed by RBI, rs 16 crores but financial intuitions & 33 crores by public
sector banks. It would also have line of credit from public sector banks , refinance
facility from the RBI in order to meet the working capital requirement.DFHI aims
at providing liquidity in money market as it deals mainly in commercial bills.
 Credit Rating Information Services of India Ltd.(CRISIL)

CRISIL has been set up in 1987 to provide help to investors, merchant bankers,
underwriters, brokers, banks & financial institutions etc. CRISIL rates various
types of instruments such as debt, Equity, & Fixed return security offered to the
public. It helps the investor in taking investment decisions.



    Stock-Holding Corporation of India Ltd. (SHC)


SHC was set up in 1986 by the all Indian financial institutions to take care of safe
custody, delivery of shares & collection of sale proceeds of the securities. The
setting up of SHC is bound to affect the capital market aim future,
Registration of merchant bankers in India

Registration with SEBI is mandatory to carry out the business of merchant
banking in India. An applicant should comply with the following norms:

    The applicant should be a body corporate
    The applicant should not carry on any business other than those
      connected with the securities market
    The applicant should have necessary infrastructure like office space,
      equipment, manpower etc.
    The applicant must have at least two employees with prior experience in
      merchant                                                                     banking
      Any associate company, group company, subsidiary or interconnected
      company of the applicant should not have been a registered merchant
      banker
    The applicant should not have been involved in any securities scam or
      proved guilt for any offence



SEBI HAS DIVIDED MERCHANT BANKER‟S IN
FOUR CATEGORIES, WHICH ARE AS FOLLOW:-
CATEGORIES                ACTIVITIES                                         NETWORTH
Category I                To carry on the activities of issue mgt & act as   RS 1 Crore
                          advisor, consultant, manager, underwriter,
                          portfolio management.



Category II               To act as advisor, consultant , co-manager,        Rs 50 lakh
                          Underwriter, portfolio management.

Category III              To act as advisor, underwriter or consultant       Rs 20 lakh
                          to an issue

Category IV               To act only as advisor& consultant to an issue     Nil
Procedure for getting registration:

An application should be submitted to SEBI in Form A of the SEBI (Merchant
Bankers
Regulations, 1992. SEBI shall consider the application and on being satisfied,
issues a
Certificate of registration in Form B of the SEBI (Merchant Bankers) Regulations,
1992.


Registration fee payable to SEBI:

Rs. 5 lakhs which should be paid within 15 days of date of receipt of intimation
regarding
Grant of certificate. Validity period of certificate of registration is three years from
the
Date of issue. Three months before the expiry period, an application along with
renewal
Fee of 2.5 lakhs should be submitted to SEBI in Form A of the SEBI (Merchant
Bankers)
Regulations, 1992. SEBI shall consider the application and on being satisfied
renew
Certificate of registration for a further period of 3 years.




Leading Merchant Bankers in India
                   In Public Sector: SBI Capital Markets Ltd., Merchant

                      Banking Divisions of IDBI & IFCI, PNB Capital Services Ltd.,

                      Bank of Maharashtra, etc.

                   In Private Sector: ABN AMRO, ICICI Bank Ltd, Axis Bank

                      Ltd., Kotak Mahindra Capital Co., Bajaj Capital, Reliance

                      Security Ltd., Yes bankLtd, Tata capital market ltd., JM

                      Financial Co. and DCM Financial Services Ltd etc.
 Foreign Players: Goldman SACH (India) Security Pvt. Ltd.,

   Morgan Stanley Indian co. Pvt. Ltd., Barclays Security Indian

   Pvt. Ltd., Bank of America, Deutsche Bank, Citi Group

   Global Market Indian Pvt.

Ltd., Fedex Security Ltd.,
Role in India
Merchant Banking:

The merchant banker are those financial intermediary involved with the activity of
transferring capital funds to those borrowers who are interested in borrowing.
The activities of the merchant banking in India are very vast in nature of which
includes the following

   1. The management of the customers securities
   2. The management of the portfolio
   3. The management of projects and counseling as well as appraisal.
   4. The management of underwriting of shares and debentures.
   5. The circumvention of the syndication of loans.
   6. The management of the interest and dividend etc.




Factors responsible for changes:

Globalization of Indian Economy has made the whole economy open, which has
more multinational player in the era of the financial services? This has resulted in
to the emergence of the global investment in financial sector. Govt. has now
open up the doors of investment especially in the area of banks and insurance,
which leads to competitive environment for the present players. Now they have to
bring something new which is efficient and best services to live in the competitive
environment. Competition arising out of Private Company participation is due to
liberalization of the economy.
Scope for growth of Merchant Banking in India
As planning and industrial policy of the country envisaged the setting of up of new
industries and technology, greater financial sophistication and financial services are
required. There is a well proven link between economic growth and financial technology.
Economic development requires specialist financial skills: savings banks to marshal
individual savings; finance companies for consumer lending and mortgage finance;
insurance companies for life and property cover; agricultural banks for rural
development; and a range of specialized government or government sponsored
institutions. As new units have been set up and business is expanding, they require
additional financial services. A public equity or debt issue is the logical source of fund in
this situation and merchant banks can tap this opportunity of growth.

       The areas of great scope could be,

    Growth of Primary market:
If the primary market grows and number of issues increases, the scope of merchant
banking will be enhanced.

    Entry of Foreign Investors:
Now India capital market directly taps foreign capital through euro issues.FDI is
increased in capital market. So Merchant bankers are required to advice them for their
investment in India. The increasing number of joint ventures also requires expert services
of Merchant Bankers. If more and more NRIs participate in capital market, there will be
great demand for merchant banker services.

    Changing policy of Financial Institutions:
Now the lending policies of financial institutions are based on project orientation, so the
merchant banker services will be needed by corporate enterprise to provide expert
guidance.
    Development of debt markets:
If the debt market is enhanced, there will be tremendous scope for Merchant bankers.
Now NSE and OTCEI are planned to raise their fund through debt instruments.

    Corporate restructuring:
Due to liberalization and globalization Companies are facing lot of competition. In order
to compete, they have to go for restructuring, merger, acquisitions or disinvestments.
They may offer good opportunities to merchant bankers
The scope could be extended to:-

1. Advising the company on designing of its Capital Structure.
2. Advising the company on the instrument to be offered to the public.
3. Pricing of the instrument.
4. Advising the company on Legal/ regulatory matters and interaction with SEBI/ ROC/
Stock
5. Exchanges and other regulatory authorities.
6. Assisting the company in marketing the issue.
7. In channelizing the financial surplus of the general public into productive investment
avenues.
8. To coordinate the activities of various intermediaries to the share issue such as the
registrar, Bankers, advertising agency, printers, underwriters, brokers etc.
9. To ensure the compliance with rules and regulations governing the securities market.


       THE FACTORS ON WHICH                                     GROWTH              OF
       MERCHANT BANKING DEPENDS:
    Planning and industrial policy of the country i.e. India in this case

    Prevailing Economic condition of the country.


    Regulatory system of the market and economy prevailing in India.

    Confidence of the people, traders, buyers, marketers, business houses,
     financial institutions etc.


    The economic environment of the outside world.

    Competition among the existing players and the upcoming entrants.
Problems of Merchant Banking:

       Restriction of merchant banking activities:

              SEBI guidelines have authorized merchant bankers to undertake issue
              related activities and made them restrict their activities or think of
              separating these activities from present one and float new subsidiary and
              enlarge the scope of its activities.
       Minimum net worth of Rs.1 crore:

            SEBI guidelines stipulate that a minimum net worth of Rs.1 crore for
            authorization of merchant bankers.
       Non co-operation of issuing companies:

            Non co-operation of the issuing companies in timely allotment of securities
            and refund of application money is another problem faced by merchant
            bankers.
       Merchant Banker’s Commission:

             Maximum :- 0.5%
             Project appraisal fees
             Lead Manager :-
                   - 0.5% up to Rs.25 crores
                   - 0.2% more in excess of Rs.25 crores

             Underwriting fees

             Brokerage commission :- 1.5%

              Other expenses :-
                   - Advertising
                   - Printing
                   - Registrar‟s expenses
                   - Stamp duty
In spite of problems popping up, merchant banking in India has vast scope to develop
because of lot of domestic as well as foreign businesses booming here. Indian economy
provides an amicable environment for these firms to set up, flourish and expand here.
Difference Between Commercial Banking & Merchant
Banking:

   COMMERCIAL BANKING

     Deals with Debt & Debt related finance.
     Asset oriented.
     Generally avoid risks.


   MERCHANT BANKING

     Deals with Equity & Equity related finance.
     Management oriented.
     Willing to accept risks.




Difference Between Investment Banking & Merchant
Banking:

   INVESTMENT BANKING

     Both fee-based and fund-based.
     Commit their own funds.


   MERCHANT BANKING

     Purely fee-based.
     Impossible to stay aloof from international trends.
BRIEF ANALYSIS OF SOME MERCHANT
BANKS OF INDIA


  SBI Bank of India

  ICICI Bank Ltd.

  Punjab National Bank

  Bank of Baroda

  Union Bank of India

  Kotak Mahindra

  Canara Bank

  IDBI BANK
SBI Merchant Banking Group is strongly positioned to offer perfect financial solutions to your
business. We specialize in the arrangement of various forms of Foreign Currency Credits for
Corporate.


State Bank of India is the nation's largest bank. Tracing its roots back some 200 years to the
British East India Company (and initially established as the Bank of Calcutta in 1806), the bank
operates more than 13,500 branches and over 5,000 ATMs within India, where it also owns
majority stakes in seven associate banks. State Bank of India has more than 50 offices in nearly
35 other countries, including multiple locations in the US (California), Canada, and Nigeria. The
bank has other units devoted to capital markets, fund management, factoring and commercial
services, and brokerage services. The Reserve Bank of India owns about 60% of State Bank of
India.

SBI being an Indian entity has no India exposure ceiling. Our Primary focus is On Indian Clients.
SBI‟s seasoned Team of professionals provides you with Insightful credit Information and helps
you Maximize the Value from the transaction.

OUR PRODUCTS AND SERVICES

     Arranging External Commercial Borrowings (ECB)
     Arranging and participating in international loan syndication
     Loans backed by Export Credit Agencies
     Foreign currency loans under the FCNR (B) scheme
     Import Finance for Indian corporate
SBI CAPITAL MARKETS LIMITED (SBICAPS) is India's leading investment
bank and project advisor, assisting domestic company‟s fund-mobilization efforts for last many
years.



We began operations in August 1986 as a wholly owned subsidiary of the State Bank of India,
which is the largest commercial bank in India. In January 1997, fresh equity shares were issued to
Asian Development Bank (ADB) and ADB now holds 13.84% stake in the equity of SBICAPS.
The distinguished parentage (with a 86.16% stake) together with the long standing association of
an internationally renowned financial institution like the Asian Development Bank further
enhances our image as a truly 'World Class Investment Bank'.

Our Mission - To provide Credible, Professional and Customer Focused world-class investment
banking services.

Our Vision - To be the best India based Investment Bank.

SBI Group:

       The largest commercial bank group in India
       Position in the domestic banking sector as on 31 March 2008:
       15.44% of the aggregate deposits.
       15.28 % of total advances.
       The only Indian Bank to find a place in the Fortune Global 500 List.
       First Indian Bank to take up merchant banking in 1986.

SBI Capital Markets Limited:

     No. 1 in Asia – Pacific for Project Advisory. Rating by Thomson Project Finance
      International.
     No. 1 in IPO‟s, managed 700+ issues (since 1989 – source Prime Database).
     The only Indian Merchant Banker in the Global 10, Thomson Project Finance
      International 2007.
     Pioneer in Privatization.

Subsidiary:-

       SBICAPS Ventures Ltd.
       SBICAP Securities Ltd.
       SBICAPS (UK) Ltd.
       SBICAP Trustee Company Ltd.
Associates Bank:-
State Bank of    State Bank of      SBI Factors &      SBI (California)     Commercial
Bikaner &        Saurashtra         Comm. Services                          Bank of India
Jaipur                              Ltd.                                    LLC

State Bank of    State Bank of      SBI Funds      SBI
Hyderabad        Travancore         Management (P) International
                                    Ltd.           (Mauritius) Ltd.

State Bank of    SBI Capital        SBI DFHI Ltd.      Indo-Nigerian
Indore           Markets Ltd.                          Merchant Bank

State Bank of    SBICI Bank         SBI Life           Nepal SBI Bank
Mysore           Ltd.               Insurance Co.      Limited
                                    Ltd




Key Personnel:-
  Board of Directors              Committee of                Audit             Management Team
                                   Directors                Committee

    Shri O. P. Bhatt             Shri R. Sridharan       Shri D. Sundaram        Shri S. Vishvanathan
      (Chairman)                   (Chairman)               (Chairman)              (MD & CEO )

     Dr. R. H. Patil               Dr. R. H. Patil       Shri R. Sridharan         Shri M. K. Nag
                                                                                   (Executive Vice
                                                                                     President)

    Shri R. Sridharan           Shri S. Vishvanathan       Dr R. H. Patil
                                   (MD & CEO)
  Shri Bansi S. Mehta
   Smt. Bharati Rao
   Shri D. Sundaram
    Shri Ajay Sagar
  Dr. Swati A. Piramal
  Shri S. Vishvanathan
      (MD & CEO)
Promoters’ Share: -                            Performance:-




Awards:-
  Asia Pacific Bank of the Year Award 2009 for Leadership in Project Finance by
   Thomson Reuters (pfi)
  India Loan House 2009 for Leadership in Loan Syndication by Thomson Reuters
   (ifr Asia)
  Asia Pacific Oil and Gas Deal of the Year 2009 for Cairn India by Thomson
   Reuters (pfi)
  African Power Deal of the Year 2009 for Morupule B by Thomson Reuters (pfi)
  Indian Power Deal of the Year 2009 for Sasan by Euromoney
  Indian Upstream Oil & Gas Deal of the Year 2009 for Cairn India by Euromoney
  Indian Road Deal of the year 2009 for Yamuna expressway by Euromoney
  Indian Telecom Deal of the Year 2009 for Aircel by Euromoney
  SAFA Best Presented Accounts Award 2008
  Award for Excellence in Financial Reporting
SERVICE’S:-
    Project Advisory & Structured Finance

SBICAP has built a formidable presence in the area of Project Finance Advisory and
Funds Syndication with several prestigious mandates in almost every sector of the
industry to its credit.
Our product portfolio includes:
    Project Appraisal
    Structured Finance and Syndication
    Infrastructure Project Advisory
    Securitisation
    Debt & Equity Syndication

    Capital Markets

Capital Markets Group handles transactions in the capital markets space across multiple
instrument structures.
Our product and solutions bouquet includes:
     Managing Initial Public Offerings and Follow-on Public offerings and Offers-for-
       Sale
     Managing Rights Offering, be it the traditional or the structured formats
     Qualified Institutional Placements
     Open offers, Buyback and Delisting of securities
     Offerings of convertible securities
     Public offering of Corporate structured bonds
     Arranging Private Equity to include growth capital, pre-IPO convertibles, private
       investments in public equity (PIPES), mezzanine debt and equity, and equity
       offerings completed as a private placement.
     Private placement of bonds
     Capital restructuring advisory services
     Advisory and arrangement services for products such as AIM Listing, Indian
       Depository Receipts, ADR/GDR and other off-shore equity or bond listing
       options

    M&A and Advisory
The M & A product portfolio includes:
    Mergers & Acquisitions
    Private Equity
    Foreign Currency Convertible Bonds (FCCB)
    Corporate Advisory
Employees:41,871
Employee growth: 37.2%

You see, ICICI Bank is India's #2 bank (after State Bank of India), with more than 600
branches and 2,200 ATMs nationwide. ICICI's retail banking group offers lending and
deposit services to small businesses and individuals. Larger businesses are served by the
corporate banking group, which offers finance services and treasury products. ICICI's
rural and government banking unit offers micro-loans and agricultural banking. Foreign
operations, as well as services related to international trade finance and expatriate
Indians, fall under the international banking group. Other ICICI offerings include online
banking, asset management, and insurance.

Key numbers for fiscal year ending March, 2008:
Sale: $5,796.3M
One year growth: 99.1%
Net income: $524.1M
Income growth: 167.4%

ICICI Advice on Wide Varity of Product:

    Private Equity Financing
    Secondary sale transactions
    pre IPO deals
ICICI Securities Ltd is the largest equity house in the country providing end-to-end
solutions (including web-based services) through the largest non-banking distribution
channel so as to fulfil all the diverse needs of retail and corporate customers. ICICI
Securities (I-Sec) has a dominant position in its core segments of its operations -
Corporate Finance including Equity Capital Markets Advisory Services, Institutional
Equities, Retail and Financial Product Distribution.
ICICI Securities Inc., the step-down wholly owned US subsidiary of the company is a
member of the National Association of Securities Dealers, Inc. (NASD). As a result of
this membership, ICICI Securities Inc. can engage in permitted activities in the U.S.
securities markets. These activities include Dealing in Securities and Corporate Advisory
Services in the United States and providing research and investment advice to US
investors.
is a SEBI Registered CAT-1 Merchant banker. ICICI Securities Inc. is also registered
with the Financial Services Authority, UK (FSA) and the Monetary Authority of
Singapore (MAS).


Board of Directors:-
     ICICI Securities Limited.          ICICI Securities Holding Inc.             ICICI Securities, Inc.

 Ms. Chanda Kochhar, (Chairperson)             Ms. Anup Bagchi,                    Mr. Anup Bagchi,
                                                 (Chairman)                          (Chairman)

          Mr. Ketan Patel                     Mr. A Murugappan                    Mr. A Murugappan

      Mr. Narendra Murkumbi                   Mr. Charanjit Attra                 Mr. Charanjit Attra

          Mr. Uday Chitale                      Mr. Subir Saha                       Mr. Subir Saha

          Mr. Pravir Vohra                    Mr. Gopakumar P.,
                                                  (President)

       Mr. Sonjoy Chatterjee

 Ms. Madhabi Puri-Buch, (Managing
        Director & CEO)

Mr. A. Murugappan,
        (Executive Director)
Mr. Anup Bagchi,
        (Executive Director)
Awards & Recognition




Institutional
    ICICI Securities is awarded as the Best Investment Bank 2008 by Global Finance
     Magazine
    The Corporate Finance group also was awarded a runner-up Best Merchant
     Banker by Outlook Money in 2007.
    ICICI Securities (I-Sec) topped the Prime Database League Tables 2007 for
     money raised through IPOs/FPOs.
    The equities team was adjudged the 'Best Indian Brokerage House-2003' by
     Asiamoney.


Retail
    ICICIdirect wins the prestigious Outlook Money - India's Best e-Brokerage House
     for 2009.
    ICICIdirect, the neighborhood financial superstore won the prestigious Franchise
     India `Service Retailer of the Year 2008 award.
    ICICIdirect wins the prestigious Outlook Money - India's Best e-Brokerage House
     for 2008.
    ICICIdirect been winning the prestigious Outlook Money - India's Best e-
     Brokerage House for 2003-2004, 2004-2005, 2006-2007 and 2007-2008.
    ICICIdirect has also won the CNBC AWAAZ Consumer Award for the Most
     Preferred Brand of Financial Advisory Services.
    Best Broker - Web 18 Genius of the Web Awards 2007
    Franchisor of the year award 2009
    Retail concept of the year awards 2009


Technology
    IDG India's CIO magazine has recognized ICICI Securities as a recipient of 2009
     CIO 100 award
    Indian Bank's Association Business Technology Awards for Best Online Trading
     Platform in 2006 and 2007
Punjab National Bank (PNB) is one of India's largest nationalized banks with some 4,500
branches or service counters. The financial institution offers services in personal and
corporate banking, including industrial, agricultural, and export finance, as well as
international banking. Its personal lending services include loans for housing, autos, and
education. PNB's diverse client list includes Indian conglomerates, small and mid-sized
businesses, non-resident Indians, and multinational companies. The bank was established
in Lahore in 1895 -- before the country was partitioned into India and Pakistan in 1947.

Key numbers for fiscal year ending 2008:
Sale: $2,315.0M
Net income: $322.1M

PNB's Financial Numbers

      Sales $2.32 bil
      Profits $.28 bil
      Assets $24.12 bil
      Market Value $2.79 bil
      Employees 58,300
Bank of Baroda (BOB) was established on 20th July, 1908 in the princely state of Baroda
by the great visionary, Sir Sayajirao Gaekwad III. The founder strongly believed that, "a
bank of this nature would prove to be a beneficial agency for lending, transmission and
deposit of money and a powerful factor in the development of art, industries and
commerce of the state as also of adjoining territories". Unlike other state-owned bank,
BOB could maintain its unique identity and established a strong national presence even
before independence, to all corners of the country.
The Bank was led by eminent personalities and great bankers like Shri V.D. Thakersey,
Walchand Hirachand, R.D. Birla, N.M. Chokshi, M.G. Parikh and others.
BOB was amongst the first few banks to venture overseas by opening a branch at
Mombassa in 1953. Today it has significant international presence with a network of 72
offices in 25 countries.
Bank of Baroda has 100 years of glorious performance and an uninterrupted profit record,
serving generation after generation around the globe.
BOB Capital Markets Ltd. (BOBCAPS) is a wholly owned subsidiary of Bank of Baroda.
BOBCAPS is one of the Investment Banking Companies in India and is a SEBI registered
Category I Investment Banker. We are shortly commencing Broking/E-broking Business.
BOBCAPS offers the entire spectrum of financial services that includes Initial Public Offerings,
Private Placement of Debt, Corporate Restructuring, Business Valuation, Mergers &
Acquisitions, Project Appraisal and Loan Syndication. BOBCAPS also undertakes advisory
services on Securitisation and Structuring of Debts.


Singular Strengths

       Patronage of Bank of Baroda
       Excellent association with Banks and Financial Institutions
       Good relationship with fellow market intermediaries
       Large client base consisting of blue chip and midcap companies
       Good rapport with regulatory authorities



Strengths

     Patronage of over 101 years old "Bank of Baroda" having more than 3000 branches
      across India and 70 branches overseas.
     Excellent rapport with the concerned regulatory authorities.
     Good liaison with Banks and Financial Institutions.
     Strong relationship with fellow Market Intermediaries.
     Strong pool of clients consisting of Blue chip and mid cap companies.
     Experienced & qualified professionals wholly devoted towards their key areas.


Board of Directors

       Mr. J.S. Arora - Managing Director
       Mr. P.H.Ravi Kumar - Independent Director
       Mr. N.Ramani - Nominee Director
       Mr. Raj Kumar Aggarwal - Independent Director
       Mr. Akshay M. Joshi - Whole Time Director
       Mr. S. Swaminathan - Whole Time Director
SERVICES:-

     Investment Banking
     IPO / Rights Issue / FPO
     Mergers & Acquisition
     Private Placement of Debt / Equity
     Private Equity Advisory
     Corporate Advisory Services
     Project Appraisal / TEV Studies
     Debt Syndication
     Business Valuation

     Retail Broking
     Online Trading
     Call n Trade
     Applying IPOs Online
     Applying MFs Online


     Institutional Broking
     Institutional Equity Broking Services
     Equity Research
     F & O Dealing and Sales


   Mutual Fund Distribution
   BOB Capital Markets Ltd. (BOBCAPS), a wholly owned subsidiary of Bank of Baroda is
    into Mutual Fund Distribution and Advisory Services. As a distributor we are empanelled
    with 28 SEBI Registered Mutual Funds in India including SBI, UTI, Reliance, HDFC,
    Fidelity, and Franklin Templeton.
PERFORMANCE
Recent Offerings
                                         Business Valuation



   Business Valuation for a
    crossover M&A Deal
                                   Project Appraisal and Valuation
                                                                            Valuation of shares



                                      Capital Issues - Equity


Lead Manager to the Initial Public Offering of     Lead Manager to the Lead Manager to the Rights
       Issue Size INR 750 Million                           Issue Size INR 180 Million



                                        Capital Issues - Debt


 Arranged Issue of NCDs on                                                     Arranged the Issue of
Private Placement Basis worth        Arranged Issue of NCDs on Private      various Bond series for Tier
       INR 3250 Million             Placement basis worth INR 500 Million        I and Tier II capital
                                                                             requirements aggregating
                                                                             INR 20 Billion from 2007-
                                                                                        2009


                                      Mergers & Acquisitions


                                        Advisor to the Takeover Deal.
Union Bank of India has been around for more than 88 years. The bank has earned a
reputation for being techno-savvy--more than 600 branches of Bank are networked and
powered with a centralized technology platform, the bank also manages close to 395
networked ATMs.


Union Bank is a Public Sector Unit with 55.43% Share Capital held by the Government of
India. The Bank came out with its Initial Public Offer (IPO) in August 20, 2002 and Follow
on Public Offer in February 2006. Presently 44.57 % of Share Capital is presently held by
Institutions, Individuals and Others.


Financial performance(as on 31st march 10)
                                                                                        st
       The Bank’s Net Worth increased by 25.76% and stood at Rs. 8758 crore as on 31
       March 10 as compared to Rs.6964 crore in the previous year.
                                                                           st
       Net Profit Increased by 27.47% and stood at 594 crore as on 31 March 10 as
       compared to
       466 crore crore in the previous year.
                                                            st
       Gross NPA level increased to Rs.2671 crore as on 31 March’10 from Rs.1923
                      st
       crore as on 31 March’09.


Board of Directors
    SHRI M.V.NAIR (Chairman & Managing Director)
    Shri S.C.Kalia(Executive Director)
    SHRI S.Raman(Executive Director)
    Dr. Gulfam Mujibi(Part-time non-official Director)
    Shri B.M.Sharma(Chartered Accountant Director)
    SHRI N. SHANKAR (WORKMEN DIRECTOR)
Products and Services

   Personal Banking (Accounts & Deposits,Retail Loans,Cards,Insurance &
    Investment,Demat)
   NRI Banking(Remittance, Savings & Deposits, Loan & Services, Payments)
   Corporate Banking(CMS, E-Tax, Insurance, Trade Finance, loans Syndication,
    MSME Banking)
   Internet Banking(Account Information,Transfer of Funds/Bills/Limits/Currency.
    Financial & Non Financial enquiries)



Award’s:

   The Bank was awarded the Gold Trophy and a certificate in the Elite Class for
    Excellence in Marketing & Brand Communication by Association of Business
    Communicators of India (ABCI) in March 2010. The award was given away by the
    Hon’ble Governor of Maharastra, Shri K.Sankaranarayan.
   The Bank was awarded the prestigious “Skoch Challenger Award” 2009 for
    excellence in capacity building through innovative concept of “Village Knowledge
    Centre” as part of financial inclusion initiatives. The award was given away by Dr.
    C Rangarajan, Economic advisor to the Prime Minister
                                                                           th
   As part of its global expansion initiatives, the Bank opened its 5 overseas
    representative office in London, U.K. in April 2010. The Bank already has 4
    representative Offices in Shanghai, Beijing in PRC, Abu Dhabi in UAE and Sydney,
    Australia. Besides the Bank has a full fledged overseas branch in Hong Kong. The
    Bank is the process of setting up a Rep Office in Toronto, Canada.
The Kotak Mahindra Group
Kotak Mahindra is one of India's leading financial conglomerates, offering complete
financial solutions that encompass every sphere of life. From commercial banking, to
stock broking, to mutual funds, to life insurance, to investment banking, the group caters
to the financial needs of individuals and corporates.
The group has a net worth of over Rs. 7,100 crore and has a distribution network of
branches, franchisees, representative offices and satellite offices across cities and towns
in India and offices in New York, London, San Francisco, Dubai, Mauritius and
Singapore. The Group services around 6.5 million customer accounts.
Since the inception of the erstwhile Kotak Mahindra Finance Limited in 1985, it has been
a steady and confident journey leading to growth and success.


Kotak Group Products & Services:




Senior Management:

    Mr. Uday S. Kotak (Executive Vice Chairman & Managing Director)
    Mr. Anand Mahindra (Vice-Chairman and Managing Director)
    Mr. C Jayaram (Executive Director)
    Mr. Dipak Gupta (Executive Director)
    Dr. Shankar Acharya (Non-Executive Part-time Chairman)
    Mr. Shivaji Dam (managing director of Kotak Mahindra Old Mutual Life
     Insurance Limited)
    Mr. C. Jayaram ( Executive Director)
    Mr. Dipak Gupta ( Executive Director)
    Mr. Cyril Shroff (managing partner of the law firm)
Kotak Securities
Kotak Securities Ltd. 100 % subsidiary of Kotak Mahindra Bank is one of the oldest and
largest broking firms in the Industry. A subsidiary of Kotak Mahindra bank.
Reconstruction from a private company to a public limited company effective from June
13, 2003. Act as a lead manager to several (IPO‟s) & help in Client in accessing the
public & private equity market.

It is also a depository participant with National Securities Depository Limited (NSDL)
and Central Depository Services Limited (CDSL).
Kotak Securities Limited has Rs. 2300 crore of Assets Under Management (AUM) as of
31st March, 2010.

Large Presence: At present Kotak in 331 cities with 843 offices all over the country.


Services :-
      stock broking through the branch and Internet,
      Investments in IPO,
      Mutual funds
      Portfolio management service,
      Currency Derivatives,
      Insurance.


Accolades :

UTI MF – CNBC TV18 Financial Advisor Awards - Best Performing Equity Broker
(National) for the year 09
Finance Asia Award (2009)-Best Brokerage Firm In India
Best Brokerage Firm in India by Asiamoney in 2008, 2007 & 2006
Best Performing Equity Broker in India – CNBC Financial Advisor Awards 2008
Avaya Customer Responsiveness Awards (2007 & 2006) in Financial Services Sector
The Leading Equity House in India in Thomson Extel Surveys Awards for the year 2007
Euromoney Award (2007 & 2006) - Best Provider of Portfolio Management: Equities
Euromoney Award (2005)-Best Equities House In India
Finance Asia Award (2005)-Best Broker In India
Finance Asia Award (2004)- India's best Equity House
Prime Ranking Award (2003-04)- Largest Distributor of IPO's
CANRA BANK is also one of the leading merchant bankers in India, offering specialize
services to banks, PSUs, and State owned corporation, Local statutory bodies, &
corporate sector.

It is SEBI register with CAT I Merchant banker to carry on issue management (public,
right, private placement), Underwriting Consoltancy, Corporate advisory services.

It have associated with issue ranging from 1 crore to 1500 crore, involving various types
of industries, banks , statutory Bodies etc. & have an edge in handling Private Placement
issue- Both Retail & HNIs.

SPECTROM of Services:-

    Equity Issue (Public/ Right) management.

    Debt Issue management.

    Private Placement

    Project appraisal

    Monitoring agency assignments.

    Agriculture Consultancy Services

    Corporate Advisory Services

    Merger & Acquisition

    Share valuation & Buy back Assignment.

    IPO funding Security Trustee Services.
About

PROMOTERS/ACTIVITY

The Company, a Subsidiary of Canara Bank was incorporated and accredited as a
Primary Dealer (PD) in 1996 in the name of „Gilt Securities Trading Corporation
Limited. (GSTCL)‟ with a paid-up capital of Rs.100 Crores.
The Primary Dealer activity of the Company was taken over by the parent Bank in
February, 2007 and the Company is focusing on capital market related activities mainly
into equity broking and distribution of Financial Products.
The name of the Company has been changed as „Canara Bank Securities Ltd. (CBSL)‟
in 2009.
The On Line Trading (OLT) in Equity and FNO is a product added by CBSL to Financial
Super Market of Canara Bank. This facilitates seamless trading in stock market by
investor clients of the Bank at their comfort and convenience.

PRINCIPAL OBJECTIVES

    To provide a viable and efficient institutional platform for competitive trading in
     equities.
    To develop a Retail Equity market with broader investor base by offering
     enhanced trading facility to the equity instruments and hassle-free & speedy
     service using state of the art technology in the market.
    To create an active secondary market for Equities, assure prompt settlement,
     Liquidity to the instrument and transparency in dealing.
    To provide Trading Convenience by way of:-
             Efficient and Speedy On-Line Service
             Prompt Settlement
             Transparency in operation
ORGANIATIONAL SETUP

As per SEBI guidelines the Company has functional separation for.
    Trading (Front Office)
    Settlement accounting and Reconciliation(Back Office and Accounting)and
    Monitoring and Control (Middle Office)

Similarly, there is a separation of transactions relating to Proprietary trads, Institutional
accounts and Constituents‟ accounts.
The Company is Board managed. Day to day affairs are overseen by the Managing
Director, assisted by the executives heading the departments and supported by competent
and experienced staff, who are on deputation from Canara Bank.

BOARD OF DIRECTORS

    Shri A C Mahajan - Chairman (Chairman and Managing Director of Canara
     Bank)
    Shri H S Upendra Kamath - Vice Chairman (Executive Director of Canara Bank)
    Shri P N Murthy - Director (General Manager of Canara Bank)
    Shri D S Anandamurthy - Director (General Manager of Canara Bank)
    Shri D S R Murthy - Director (Chartered Accountant-with vast experience in
     Capital Market)
    Shri K Krishna Rai - Director (Retd Executive Director of Allahabad Bank)
    Shri K R Rao - Managing Director (Deputy General Manager of Canara Bank)

BANKERS TO THE COMPANY

    Canara Bank

AUDITORS TO THE COMPANY

    M/S Ghalla & Bhansali
    M/s A J Shah & Co.
     Mumbai (Internal Auditors)

PRINCIPAL EXECUTIVES

    Shri K R Rao (Managing Director )
    Shri N S Rao (General Manager )
    Shri K Ganesh Kamath (General Manager )


COMPANY SECRETARY
   Shri S Mutthu
IDBI Capital Market Services Ltd., (IDBI Capital) is a wholly owned subsidiary of
IDBI Bank Ltd and is a leading Investment Banking & Securities Company.

IDBI Capital offers a full suite of products and services to Corporates, Institutional
and Individual clients. The range of services include :-


       Investment Banking
       Capital Market Products
       Private Equity
       Corporate Advisory Services
       Mergers & Acquisitions
       Project Appraisals & Debt Syndication
       Stock Broking - Institutional & Retail
       Distribution of Financial Products
       Debt Placement and Underwriting
       Fund Management (Managing Clients' Assets-Pension/PF Fund
       Managers)
       Research Group


IDBI Capital is highly regarded for safety and trust and enjoys a credit rating of
“AAA” by CARE for its medium-term borrowings and P1+ by ICRA for its short-
term borrowings.
Milestones
1995 March      Commenced Equity Broking on NSE CM segment

1995 July       Built agent Distribution Network across the country

1996 October    Commenced Debt Broking on NSE WDM segment

1996            Started operations as a Depository Participant
December
1996            Started to act as Arranger to Privately Placed Bond issues

1998 April      Commenced operations as a Portfolio Manager

1999 February   Acquired membership of BSE, Mumbai

1999            Started operations as a Primary Dealer
November
2002 March      Achieved an outright secondary market turnover exceeding
                Rs.100000 crore in G-Secs

2000 June       Acquired Derivatives memberships of BSE and NSE

2002 October    Commenced trading in Interest Rate Swaps

2004 June       Commenced Merchant Banking & Corporate Advisory
                Services

2006 January    Launched the online investing portal –
                www.idbipaisabuilder.in


2006            IDBI Capital bags CNBC TV18 'Best National Financial
September       Advisor-Institutional' award.

2006            IDBI Capital ties up with Punjab National Bank and Bank of
September       Rajasthan Bank.

2007 March      IDBI Capital ties up with Oriental Bank of Commerce

2007 May        IDBI Capital ties up with Karur Vysya Bank (KVB)

2008 January    IDBI Capital bags CNBC TV18's prestigious National
                Financial Advisor Award

2008 March      IDBI Capital ties up with Union Bank of India
 Fund Management

IDBI Capital Market Services Ltd. (ICMS) is a leading Fund Manager in the country for
Provident, Pension and Retirement Benefit Funds. The Company is a SEBI registered
Portfolio Manager and manage its Client’s assets under both discretionary and non-
discretionary mandates. These services are provided to various public and private sector
undertakings and their provident, pension, retirement benefit and surplus funds. The
Company’s client base includes leading pension and provident funds in the country.

IDBI capital has been advising institutions, banks and corporates for their investment in
Debt, Mutual Funds and Equities over several years. Its services include managing Client
Assets--Pension & Provident Funds, Surplus fund Management, Equity Portfolio
Management and Mutual Fund Advisory.

The funds have continuously yielded superior returns, which are significantly higher
than the benchmark.

ISO Certification 9001:2000
Keeping in view the importance of standardized processes and service levels, the
Company has gone in for ISO Certification for Fund Management, and is the only
company to have done so in this sector. Being a public sector, the Company is also
audited by Comptroller and Auditor General (CAG) office and follows transparent
practices.

Regulatory Approval
IDBI Capital is a registered Portfolio Manager with Securities and Exchange Board of
India (SEBI) since 1998 and is authorised to undertake Funds Management activities
(Debt & Equity) for clients. These activities would be governed by Securities and
Exchange Board of India (Portfolio Managers) Rules and Regulations, 1993. SEBI
Regisration No. of IDBI Capital is INP000000209, valid till the year 2010.
Service’s:-


 Retail Broking & Distribution
   Online Investing
   IPO Distribution
   Capital Markets
   IPO / FPO / Right Issues
   TakeOver
   Buyback of Securities
   Qualified Institutional Placement
   Private Equity
   Investment Banking
   Financial Advisory
   Project Advisory
   Corporate Advisory
   Mergers & Acquistions
   Strategic Advisory
   Institutional Broking & Distribution
   Equity Sales & Dealing
   Equity Research
   Mutual Fund Sales & Dealing
   Mutual Fund Research
Present scenario of Indian Merchant Banking
U.S Stock Market Listings of Fast- Growing Indian Companies: An innovative financing
Option

New York, Feb 17 08 /PR Newswire/ Emissary Capital, LLC A merchant bank based in
New York City and specializing in Indian Companies, is a pioneer firm leading the
charge for Indian Companies to obtain stock market listings in the U.S and European
investors in conjunction with a U.S public company with market listing. This turns a fast
growing Indian company into U.S public company with the prestige and capability to
raise money from U.S and European institutional investors. Focus on small and medium
enterprises (SMEs). SMEs are dynamic force in India fall under this category.

India‟s strength in Information Technology sector is well known, but it is India‟s fast
growing manufacturing sector, driven by approximately three million SME`s in sectors
ranging from auto components to industrial goods, that is rapidly India a leading global
manufacturing hub. Debt Financing is not the answer for SME`s. There seems to an
across the board consensus that Indian SME`s have not been able to fully tap their
potential and keep pace with India‟s growth because of their inability to access greater
sources of financing. For vast majority of Indian SME`s, the high domestic interest rate
regime (prime rate of 12.75% to 13.25%) continues to be a substantial hindrance.
Furthermore, the ability to raise debt financing outside India (typically referred to as
External Commercial Borrowings (ECBs) is strictly regulated by RBI. No IPO boom for
Indian SMEs in Indian stock markets. The Indian stock markets including the BSE &
NSE have essentially ignored robust Indian SMEs. The avg. size of Indian IPO rose to
approximately $100 million in 2008-09. Meanwhile smaller Indian companies seeking to
raise funds of less than that amount have found it increasingly difficult to raise funds
through Indian Stock Markets listings.

According to SEBI only 104 companies raised capital in the range of $2.5 million to $125
million in March 2007 fiscal year. No companies have raised money in the $1.25 million
to $2.5 million range since April 2007. Finally, only 52 companies have been able to
raise funds in the range of $2.5 million to $125 million in March 2008 fiscal year. There
are few smaller Indian IPOs because Indian merchant bankers prefer to work on bigger
IPOs that earn them bigger, as the work required for a small IPO compared to a large IPO
is relatively the same. Also the regional stock exchanges, where the majority of SMEs
would list themselves if possible, face stiff competition from India‟s two major stock
exchanges BSE & NSE.

Emissary Capital Ltd. Is a full service merchant banking firm which specializes in
assisting fast growing Indian companies in obtaining financing and U.S stock market
listings as well as identifying and advising on mergers & acquisitions transactions for
such companies.
FOCUS OF THE STUDY

The main focus of the study would be on functioning of the Merchant Banking
companies. The study would have information and details of Merchant Banking of public
sector and private sector companies and then an analysis will be done on the collected
information and finally a comparison between these two categories will be done. After
comparison it would be find out which category has more growth potential in present
scenario as well as in future.
CONCEPTUALIZATION OF THE STUDY


Amidst the swift changes sweeping the financial world, Merchant Banking has emerged
as an indispensable financial advisory package. Merchant banking is a service-oriented
function that transfers capital from those who own to those who can use it. They try to
identify the needs of the investors & corporate sector & advice entrepreneurs what to do
to be successful. New players are entering in this field day by day. Merchant Banking in
India has a great demand over the globe. So many companies in India are trying their
hands in this field. Some companies have built their strong image and some are still in
process to leave their mark in the international market.
LITERATURE REVIEW
REVIEW OF EXISTING LITERATURE

There are no. of study Have Been done on mercent Banking.

A Few of literature are Form of banking where the bank arranges credit financing, but
does not hold the loans in its investment portfolio to maturity. A merchant bank invests
its own capital in leveraged buyouts, corporate acquisitions, and other structured finance
transactions. Merchant banking is a fee based business, where the bank assumes market
risk but no long-term credit risk. A common form of banking in Europe, merchant
banking is gaining acceptance in the United States, as more banks originate commercial
loans and then sell them to investors rather than hold the loans as portfolio investments.
A banque d'affaire is a French merchant bank, which has more powers than its British
counterpart. The Gramm-Leach-Bliley Act allows financial holding companies, a type of
Bank Holding Company created by the act, to engage in merchant banking activities.

Okay so you want to accept credit cards from your customers, and are interested in
establishing a merchant account. Whether you own a brick-and-mortar retail store, mail
order outlet, or internet shopping operation, there are a few things to consider when
choosing a credit card processing provider.

First of all, you should make a list of several providers that offer the features you want,
and then compare the variable fees that may differ depending on the company you deal
with. These fees include things like set-up, cancellation, and monthly minimum, and may
be negotiable based on your unique circumstances.

Once you have determined what your business will be charged for its merchant account,
it‟s often a good idea to do a few sample calculations to work out your total credit card
processing costs during a good, bad, and average month.
Finally, you should read and double-check the contract, including small print and detailed
terms. Don‟t sign anything until you are confident that you understand all the fees,
minimums, termination clauses, and other details. It‟s important to keep in mind that
merchant account providers won‟t go over every single point with every single customer,
and that it is ultimately your responsibility to read and understand the terms.

Financial services firm India Infoline on Wednesday said its wholly owned subsidiary,
India securities Pvt. Ltd, has received a category 1 merchant banking licence from the
Securities and Exchange Board of India.

“This will enable the company to carry out the entire range of merchant banking activities
ranging from public issue management to advisory services and underwriting of issues” a
company release said here.

Mr. Ajit Menon, Senior Vice –President and Head-Investment Banking, India Infoline,
said the company would provide focused corporate finance advisory for SME`s in the
areas of mergers & acquisitions, pvt. equity placements, IPO‟s & high yield debt. “We
see specific opportunities in cross border M&A that would bring in strategic benefits and
growth opportunities for companies in the SME sector and we are already seeing good
traction in this area”

India Infoline expects a significant number of small and medium-sized companies to be
turning to the capital markets and becoming involved in mergers and acquisitions.

The leading investment banks are targeting the large companies and the small and
medium-sized companies bracket is a good untapped growth opportunity.

The company recently acquired Marchmont Capital Advisors Ltd and entered into an
alliance with Marchmont International for exclusive services and non-compete in India.
Objective
OBJECTIVES OF THE STUDY



 To develop the ability to study the functioning of Merchant Banking in India
   & learn & apply multidisciplinary concepts, tools & techniques to solve vital
   problems.


 To familiarize with the various services provided by Merchant Bankers.



 To compare the public & private sector company engaged in providing
   merchant banking services on various grounds.


 To find out the growth potential of the Merchant Banking public & private
   sector companies.
Findings & Conclusions
Conclusion



 Longstanding client relationships


 Strong positions in high-growth client and product niches.



 Multiple revenue growth initiatives are in place with detailed and concrete action
   plans, and with rigorous follow-up mechanisms.


 Growth is controlled by a sound Risk Management System and disciplined cost
   management.



 Small & Medium scale enterprises SMEs need immediate attention from
   merchant bankers to get access to finance.


 SMEs are facing stiff competition from large scale companies.
LIMITATIONS OF THE STUDY


 Due to paucity of time only limited information can be collected.


 There can be a possibility of “individual biasness” on the part of respondents.



 Study would be confined to only 7-8 public & private sector merchant banking
   companies.


 Sample size to be taken may not be the true representative of the population.
Chapter 5
BIBLIOGRAPHY



 i.      Financial Institutions & Market By Shashi K. Gupta, Nisha Aggarwal

ii.      INTERNET

      www.google.com/news

      www.answer.com

      www.emissarycapital.com

      www.wikipedia.com

      www.sebi.gov.in

      http://unionbankofindia.co.in

      http://www.asialaw.com/Article/1988860/Merchant-Banking.html

      http://www.icicisecurities.com

      http://www.sbicaps.com

      http://www.bobcapitalmarkets.com

      http://www.pnbindia.in/subsidiaries

      http://www.kotaksecurities.com

      http://www.canmoney.in
MERCHANT BANKING PLAYERS IN INDIA
Dipti merchant banking

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Dipti merchant banking

  • 1. INTRODUCTION Original Definition: A Merchant Bank is a British term for a bank providing various financial services such as accepting bills arising out of trade, providing advice on acquisitions, mergers, foreign exchange, underwriting new issues, and portfolio management. The Focus Definition: A Merchant Bank can be generally described as a financial services company with a private equity investment arm offering investment banking and ancillary services as well. Because a merchant bank acts not only as an advisor and broker but also as a principal, a merchant bank has a longer term approach than a typical investment bank and is highly concerned with the viability of each investment opportunity and providing the right advice for a strong partnership with each client company. In banking, a merchant bank is a traditional term for an Investment Bank. It can also be used to describe the private equity activities of banking. This article is about the history of banking as developed by merchants, from the Middle Ages onwards. Amidst the swift changes sweeping the financial world, Merchant Banking has emerged as an indispensable financial advisory package. Merchant banking is a service-oriented function that transfers capital from those who own to those who can use it. They try to identify the needs of the investors & corporate sector & advice entrepreneurs what to do to be successful. The merchant banking has been defined as to what a merchant banker does. A merchant Banker has been defined by Securities Exchange Board Of India (Merchant Banker) rules, 1992, as “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, advisor or rendering corporate advisory services in relation to such issue managemen
  • 2. MERCHANT BANKING HISTORY In late 17th and early 18th century Europe, the largest companies of the world was merchant adventurers. Supported by wealthy groups of people and a network of overseas trading posts, the collected large amounts of money to finance trade across parts of the world. For example, The East India Trading Company secured a Royal Warrant from England, providing the firm with official rights to lucrative trading activities in India. This company was the forerunner in developing the crown jewel of the English Empire. The English colony was started by what we would today call merchant bankers, because of the firm's involvement in financing, negotiating, and implementing trade transactions. The colonies of other European countries were started in the same manner. For example, the Dutch merchant adventurers were active in what are now Indonesia; the French and Portuguese acted similarly in their respective colonies. The American colonies also represent the product of merchant banking, as evidenced by the activities of the famous Hudson Bay Company. One does not typically look at these countries' economic development as having been fueled by merchant bank adventurers. However, the colonies and their progress stem from the business of merchant banks, according to today's accepted sense of the word. Merchant banks, now so called, are in fact the original "banks". These were invented in the middle Ages by Italian grain merchants. As the Lombardy merchants and bankers grew in stature on the back of the Lombard plains cereal crops many of the displaced Jews who had fled persecution after 613 entered the trade. They brought with them to the grain trade ancient practices that had grown to normalcy in the middle and far east, along the Silk Road, for the finance of long distance goods trades. The Jews could not hold land in Italy, so they entered the great trading piazzas and halls of Lombardy, along side the local traders, and set up their benches to trade in crops. They had one great advantage over the locals.
  • 3. Christians were strictly forbidden the sin of usury. The Jewish newcomers, on the other hand, could lend to farmers against crops in the field, a high-risk loan at what would have been considered usurious rates by the Church, but did not bind the Jews. In this way they could secure the grain sale rights against the eventual harvest. They then began to advance against the delivery of grain shipped to distant ports. In both cases they made their profit from the present discount against the future price. This two-handed trade was time consuming and soon there arose a class of merchants, who were trading grain debt instead of grain. TRADATIONAL MERCHANT BANKING Merchant Banking, as the term has evolved in Europe from the 18th century to today, pertained to an individual or a banking house whose primary function was to facilitate the business process between a product and the financial requirements for its development. Merchant banking services span from the earliest negotiations from a transaction to its actual consummation between buyer and seller. In particular, the merchant banker acted as a capital sources whose primary activity was directed towards a commodity trader/cargo owner who was involved in the buying, selling, and shipping of goods. The role of the merchant banker, who had the expertise to understand a particular transaction, was to arrange the necessary capital and ensure that the transaction would ultimately produce "collectable" profits. Often, the merchant banker also became involved in the actual negotiations between a buyer and seller in a transaction.
  • 4. MODERN MERCHANT BANKING During the 20th century, however, European merchant banks expanded their services. They became increasingly involved in the actual running of the business for which the transaction was conducted. Today, merchant banks actually own and run businesses for their own account, and that of others. Since the 18th century, the term merchant banker has, therefore, been considerably broadened to include a composite of modern day skills. These skills include those inherent in an entrepreneur, a management advisor, a commercial and/or investment banker plus that of a transaction broker. Today a merchant banker is who has the ability to merchandise -- that is, create or expands a need -- and fulfill capital requirements. The modern European merchant bank, in many ways, reflects the early activities and breadth of services of the colonial trading companies. Most companies that come to a U.S. merchant bank are looking to increase their financial stability or satisfy a particular, immediate capital need. Professional merchant bankers must have: 1) an understanding of the product, its industry and operational management; 2) an ability to raise capital which might or might not be one's own (originally merchant bankers supplied their own capital and thereby took an equity interest in the transaction); 3) and most importantly, effective skills in concluding a transaction - the actual sale of the
  • 5. product and the collection of profit. Some people might question whether or not there are many individuals or organizations that have the abilities to fulfill all three areas of expertise. Who are merchant bankers ? -Merchant banks are private financial institution. -Their primary sources of income are PIPE (Private Investment In Public Entities) financings and international trade. -Their secondary income sources are consulting, Mergers & Acquisitions help and financial market speculation. -Because they do not invest against collateral, they take far greater risks than traditional banks. -Because they are private, do not take money from the public and are international in scope, they are not regulated. -Anyone considering dealing with any merchant bank should investigate the bank and its managers before seeking their help. -The reason that businesses should develop a working relationship with a merchant bank is that they have more money than venture capitalists. Their advice tends to be more pragmatic than venture capitalists.
  • 6. Functions of Merchant Bankers:  Consulting advice on going public and international business.  Advice and help in taking your company public. If they are unwilling to supply Investment Banking bridge loans, they have a low cost strategy for taking your company public.  They do PIPE (Private Investment in Public Equities) financings.  They can advise or help with a company’s M&A strategy.  They are essential advisors for companies seeking to become multinational corporations
  • 7. SIGNIFICANCE OF THE STUDY  It would help us to develop the ability to study the functioning of Merchant Banking in India & learn & apply multidisciplinary concepts, tools & techniques to solve vital problems.  It familiarizes with the various services provided by Merchant Bankers.  They would help us to draw comparison between public & private sector companies engaged in Merchant Banking activities.
  • 8.  Based upon the comparison, it would help us to determine which sector has more growth potential & where should one invest his/her funds to maximize the return at minimum risk.
  • 10. MERCHANT BANKING IN INDIA In India Merchant Banking activities started from the year 1967, following the footsteps of similar activities in UK & USA. Currently Merchant Banking activity has mushroomed in the Indian capital market with both public & private sector settings up their respective merchant Banking divisions. Currently, the total no. of merchant bankers in India are approx. 1450 with more than 930 registered with SEBI. The SEBI authorized Merchant Bankers Include merchant Banking divisions of All India Financial Institutions, nationalized & foreign banks, subsidies of the commercial banks, private merchant banks engaged in stock broking, underwriting activities & financial consultancy & investment advisory service firms.  Grindlays Banks – 1967  Citi banks – 1970  SBI – 1973  ICICI - 1974 Merchant banking in India - an overview Companies raise capital by issuing securities in the market. Merchant bankers act as intermediaries between the issuers of capital and the ultimate investors who purchase these securities. Merchant banking… is the financial intermediation that matches the entities that need capital and those that have capital. It is a function that facilitates the low of capital in the market. Merchant banker registered with SEBI: Public Sector: - Commercial banks (24), Financial Institutions (6), State Institutions (4) Private sector: - International bankers (10), Banks (10), finance & investment (231)
  • 11. The following comprise the main functions of a merchant banker in India: Management of debt and equity offerings- This forms the main function of the merchant banker. He assists the companies in raising funds from the market. The main areas of work in this regard include: instrument designing, pricing the issue, registration of the offer document, underwriting support, and marketing of the issue, allotment and refund, listing on stock exchanges. Placement and distribution- The merchant banker helps in distributing various securities like equity shares, debt instruments, mutual fund products, fixed deposits, insurance products, commercial paper to name a few. The distribution network of the merchant banker can be classified as institutional and retail in nature. The institutional network consists of mutual funds, foreign institutional investors, private equity funds, pension funds, financial institutions etc. The size of such a network represents the wholesale reach of the merchant banker. The retail network depends on networking with investors. 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 an intermediary whose main job is to transfer capital from those who own it to those who need it. After taking action as per SEBI guidelines, the merchant banker arranges 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. Pricing of issues is done by the companies in consultant with the merchant bankers. 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. Banks/Merchant banking subsidiaries cannot underwrite more than 15% of any issue. Financial structuring includes determining the right debt-equity ratio and gearing ratio for the client; the appropriate capital structure theory is also framed. Merchant bankers also
  • 12. explore the refinancing alternatives of the client, and evaluate cheaper sources of funds. Another area of advice is rehabilitation and turnaround management. In case of sick units, merchant bankers may design a revival package in coordination with banks and financial institutions. Risk management is another area where advice from a merchant banker is sought. He advises the client on different hedging strategies and suggests the appropriate strategy. Project Counseling: Project counseling includes preparation of project reports, deciding upon the financing pattern to finance the cost of the project and appraising the project report with the financial institutions or banks. It also includes filling up of application forms with relevant information for obtaining funds from financial Institutions and obtaining government approval. Loan syndication- Merchant bankers arrange to tie up loans for their clients. This takes place in a series of steps. Firstly they analyses the pattern of the client’s cash flows, based on which the terms of borrowings can be defined. Then the merchant banker prepares a detailed loan memorandum, which is circulated to various banks and financial institutions and they are invited to participate in the syndicate. Providing venture capital and mezzanine financing- Merchant bankers help companies in obtaining venture capital financing for financing their new and innovative strategies. Portfolio Management: Portfolio refers to investment in different kinds of securities such as shares, debentures or bonds issued by different companies and government securities. Portfolio management refers to maintaining proper combinations of securities in a manner that they give maximum return with minimum risk. Off Shore Finance: The merchant bankers help their clients in the following areas involving foreign currency. (a) Long term foreign currency loans (b) Joint Ventures abroad (c) Financing exports and imports (d) Foreign collaboration arrangements
  • 13. Non-resident Investment:The services of merchant banker includes investment advisory services to NRI in terms of identification of investment opportunities, selection of securities, investment management, and operational services like purchase and sale of securities. Corporate Counseling and advisory services: Corporate counseling covers the entire field of merchant banking activities viz. project counseling, capital restructuring, public issue management, loan syndication, working capital, fixed deposit, lease financing acceptance credit, etc. Merchant bankers also offer customized solutions to their client’s financial problems.
  • 14. Developments in Merchant banking Establishments In India  Setting up of banks Subsidiaries: In order to meet the growing demand for broad-based financial services from the corporate sector more effectively, the merchant banking division of the nationalize banks have stated forming independent subsidiaries. These subsidiaries offer more specialized services with proffecinal expertise & skills. SBI capital market ltd. was incorporated as the first such subsidiary of sbi on 2 July, 1986. Then CAN BANK financial services ltd was set up as wholly owned subsidiary of canra bank in 1987. PNB Capital Market was promoted by PNB during Mid 1988. Many more subsidiaries are being set up by another nationalize banks.  Reorganization of private Firms: Expecting tough Competition from growing number of merchant banking subsidiary of nationalized banks, private merchant bankers have also started reorganizing their activities e.g., J.M financial & investment consultancy ltd., 20th century finance corporation ltd., LKP merchant financing ltd are some of the private sector firms of merchant bankers who have taken steps to reorganize their activities.  Establishment of SUA: In order to educate and protect the interest of investor , to provide information about new issues of capital market, to evolve a code of conduct for underwriters & to render legal & other services to members & public, the STOCKBROKER UNDERWRITER ASSOCIATION(SUA) was established in 1984  Discount & Finance House of India(DFHI) DFHI was incorporated as a company under the company act 1956 with an authorized & paid up capital of rs 100 crore. Out of this rs 51 crores has been contributed by RBI, rs 16 crores but financial intuitions & 33 crores by public sector banks. It would also have line of credit from public sector banks , refinance facility from the RBI in order to meet the working capital requirement.DFHI aims at providing liquidity in money market as it deals mainly in commercial bills.
  • 15.  Credit Rating Information Services of India Ltd.(CRISIL) CRISIL has been set up in 1987 to provide help to investors, merchant bankers, underwriters, brokers, banks & financial institutions etc. CRISIL rates various types of instruments such as debt, Equity, & Fixed return security offered to the public. It helps the investor in taking investment decisions.  Stock-Holding Corporation of India Ltd. (SHC) SHC was set up in 1986 by the all Indian financial institutions to take care of safe custody, delivery of shares & collection of sale proceeds of the securities. The setting up of SHC is bound to affect the capital market aim future,
  • 16. Registration of merchant bankers in India Registration with SEBI is mandatory to carry out the business of merchant banking in India. An applicant should comply with the following norms:  The applicant should be a body corporate  The applicant should not carry on any business other than those connected with the securities market  The applicant should have necessary infrastructure like office space, equipment, manpower etc.  The applicant must have at least two employees with prior experience in merchant banking Any associate company, group company, subsidiary or interconnected company of the applicant should not have been a registered merchant banker  The applicant should not have been involved in any securities scam or proved guilt for any offence SEBI HAS DIVIDED MERCHANT BANKER‟S IN FOUR CATEGORIES, WHICH ARE AS FOLLOW:- CATEGORIES ACTIVITIES NETWORTH Category I To carry on the activities of issue mgt & act as RS 1 Crore advisor, consultant, manager, underwriter, portfolio management. Category II To act as advisor, consultant , co-manager, Rs 50 lakh Underwriter, portfolio management. Category III To act as advisor, underwriter or consultant Rs 20 lakh to an issue Category IV To act only as advisor& consultant to an issue Nil
  • 17. Procedure for getting registration: An application should be submitted to SEBI in Form A of the SEBI (Merchant Bankers Regulations, 1992. SEBI shall consider the application and on being satisfied, issues a Certificate of registration in Form B of the SEBI (Merchant Bankers) Regulations, 1992. Registration fee payable to SEBI: Rs. 5 lakhs which should be paid within 15 days of date of receipt of intimation regarding Grant of certificate. Validity period of certificate of registration is three years from the Date of issue. Three months before the expiry period, an application along with renewal Fee of 2.5 lakhs should be submitted to SEBI in Form A of the SEBI (Merchant Bankers) Regulations, 1992. SEBI shall consider the application and on being satisfied renew Certificate of registration for a further period of 3 years. Leading Merchant Bankers in India  In Public Sector: SBI Capital Markets Ltd., Merchant Banking Divisions of IDBI & IFCI, PNB Capital Services Ltd., Bank of Maharashtra, etc.  In Private Sector: ABN AMRO, ICICI Bank Ltd, Axis Bank Ltd., Kotak Mahindra Capital Co., Bajaj Capital, Reliance Security Ltd., Yes bankLtd, Tata capital market ltd., JM Financial Co. and DCM Financial Services Ltd etc.
  • 18.  Foreign Players: Goldman SACH (India) Security Pvt. Ltd., Morgan Stanley Indian co. Pvt. Ltd., Barclays Security Indian Pvt. Ltd., Bank of America, Deutsche Bank, Citi Group Global Market Indian Pvt. Ltd., Fedex Security Ltd.,
  • 20. Merchant Banking: The merchant banker are those financial intermediary involved with the activity of transferring capital funds to those borrowers who are interested in borrowing. The activities of the merchant banking in India are very vast in nature of which includes the following 1. The management of the customers securities 2. The management of the portfolio 3. The management of projects and counseling as well as appraisal. 4. The management of underwriting of shares and debentures. 5. The circumvention of the syndication of loans. 6. The management of the interest and dividend etc. Factors responsible for changes: Globalization of Indian Economy has made the whole economy open, which has more multinational player in the era of the financial services? This has resulted in to the emergence of the global investment in financial sector. Govt. has now open up the doors of investment especially in the area of banks and insurance, which leads to competitive environment for the present players. Now they have to bring something new which is efficient and best services to live in the competitive environment. Competition arising out of Private Company participation is due to liberalization of the economy.
  • 21. Scope for growth of Merchant Banking in India As planning and industrial policy of the country envisaged the setting of up of new industries and technology, greater financial sophistication and financial services are required. There is a well proven link between economic growth and financial technology. Economic development requires specialist financial skills: savings banks to marshal individual savings; finance companies for consumer lending and mortgage finance; insurance companies for life and property cover; agricultural banks for rural development; and a range of specialized government or government sponsored institutions. As new units have been set up and business is expanding, they require additional financial services. A public equity or debt issue is the logical source of fund in this situation and merchant banks can tap this opportunity of growth. The areas of great scope could be,  Growth of Primary market: If the primary market grows and number of issues increases, the scope of merchant banking will be enhanced.  Entry of Foreign Investors: Now India capital market directly taps foreign capital through euro issues.FDI is increased in capital market. So Merchant bankers are required to advice them for their investment in India. The increasing number of joint ventures also requires expert services of Merchant Bankers. If more and more NRIs participate in capital market, there will be great demand for merchant banker services.  Changing policy of Financial Institutions: Now the lending policies of financial institutions are based on project orientation, so the merchant banker services will be needed by corporate enterprise to provide expert guidance.  Development of debt markets: If the debt market is enhanced, there will be tremendous scope for Merchant bankers. Now NSE and OTCEI are planned to raise their fund through debt instruments.  Corporate restructuring: Due to liberalization and globalization Companies are facing lot of competition. In order to compete, they have to go for restructuring, merger, acquisitions or disinvestments. They may offer good opportunities to merchant bankers
  • 22. The scope could be extended to:- 1. Advising the company on designing of its Capital Structure. 2. Advising the company on the instrument to be offered to the public. 3. Pricing of the instrument. 4. Advising the company on Legal/ regulatory matters and interaction with SEBI/ ROC/ Stock 5. Exchanges and other regulatory authorities. 6. Assisting the company in marketing the issue. 7. In channelizing the financial surplus of the general public into productive investment avenues. 8. To coordinate the activities of various intermediaries to the share issue such as the registrar, Bankers, advertising agency, printers, underwriters, brokers etc. 9. To ensure the compliance with rules and regulations governing the securities market. THE FACTORS ON WHICH GROWTH OF MERCHANT BANKING DEPENDS:  Planning and industrial policy of the country i.e. India in this case  Prevailing Economic condition of the country.  Regulatory system of the market and economy prevailing in India.  Confidence of the people, traders, buyers, marketers, business houses, financial institutions etc.  The economic environment of the outside world.  Competition among the existing players and the upcoming entrants.
  • 23. Problems of Merchant Banking: Restriction of merchant banking activities: SEBI guidelines have authorized merchant bankers to undertake issue related activities and made them restrict their activities or think of separating these activities from present one and float new subsidiary and enlarge the scope of its activities. Minimum net worth of Rs.1 crore: SEBI guidelines stipulate that a minimum net worth of Rs.1 crore for authorization of merchant bankers. Non co-operation of issuing companies: Non co-operation of the issuing companies in timely allotment of securities and refund of application money is another problem faced by merchant bankers. Merchant Banker’s Commission:  Maximum :- 0.5%  Project appraisal fees  Lead Manager :- - 0.5% up to Rs.25 crores - 0.2% more in excess of Rs.25 crores  Underwriting fees  Brokerage commission :- 1.5%  Other expenses :- - Advertising - Printing - Registrar‟s expenses - Stamp duty In spite of problems popping up, merchant banking in India has vast scope to develop because of lot of domestic as well as foreign businesses booming here. Indian economy provides an amicable environment for these firms to set up, flourish and expand here.
  • 24. Difference Between Commercial Banking & Merchant Banking:  COMMERCIAL BANKING  Deals with Debt & Debt related finance.  Asset oriented.  Generally avoid risks.  MERCHANT BANKING  Deals with Equity & Equity related finance.  Management oriented.  Willing to accept risks. Difference Between Investment Banking & Merchant Banking:  INVESTMENT BANKING  Both fee-based and fund-based.  Commit their own funds.  MERCHANT BANKING  Purely fee-based.  Impossible to stay aloof from international trends.
  • 25. BRIEF ANALYSIS OF SOME MERCHANT BANKS OF INDIA  SBI Bank of India  ICICI Bank Ltd.  Punjab National Bank  Bank of Baroda  Union Bank of India  Kotak Mahindra  Canara Bank  IDBI BANK
  • 26. SBI Merchant Banking Group is strongly positioned to offer perfect financial solutions to your business. We specialize in the arrangement of various forms of Foreign Currency Credits for Corporate. State Bank of India is the nation's largest bank. Tracing its roots back some 200 years to the British East India Company (and initially established as the Bank of Calcutta in 1806), the bank operates more than 13,500 branches and over 5,000 ATMs within India, where it also owns majority stakes in seven associate banks. State Bank of India has more than 50 offices in nearly 35 other countries, including multiple locations in the US (California), Canada, and Nigeria. The bank has other units devoted to capital markets, fund management, factoring and commercial services, and brokerage services. The Reserve Bank of India owns about 60% of State Bank of India. SBI being an Indian entity has no India exposure ceiling. Our Primary focus is On Indian Clients. SBI‟s seasoned Team of professionals provides you with Insightful credit Information and helps you Maximize the Value from the transaction. OUR PRODUCTS AND SERVICES  Arranging External Commercial Borrowings (ECB)  Arranging and participating in international loan syndication  Loans backed by Export Credit Agencies  Foreign currency loans under the FCNR (B) scheme  Import Finance for Indian corporate
  • 27. SBI CAPITAL MARKETS LIMITED (SBICAPS) is India's leading investment bank and project advisor, assisting domestic company‟s fund-mobilization efforts for last many years. We began operations in August 1986 as a wholly owned subsidiary of the State Bank of India, which is the largest commercial bank in India. In January 1997, fresh equity shares were issued to Asian Development Bank (ADB) and ADB now holds 13.84% stake in the equity of SBICAPS. The distinguished parentage (with a 86.16% stake) together with the long standing association of an internationally renowned financial institution like the Asian Development Bank further enhances our image as a truly 'World Class Investment Bank'. Our Mission - To provide Credible, Professional and Customer Focused world-class investment banking services. Our Vision - To be the best India based Investment Bank. SBI Group:  The largest commercial bank group in India  Position in the domestic banking sector as on 31 March 2008:  15.44% of the aggregate deposits.  15.28 % of total advances.  The only Indian Bank to find a place in the Fortune Global 500 List.  First Indian Bank to take up merchant banking in 1986. SBI Capital Markets Limited:  No. 1 in Asia – Pacific for Project Advisory. Rating by Thomson Project Finance International.  No. 1 in IPO‟s, managed 700+ issues (since 1989 – source Prime Database).  The only Indian Merchant Banker in the Global 10, Thomson Project Finance International 2007.  Pioneer in Privatization. Subsidiary:-  SBICAPS Ventures Ltd.  SBICAP Securities Ltd.  SBICAPS (UK) Ltd.  SBICAP Trustee Company Ltd.
  • 28. Associates Bank:- State Bank of State Bank of SBI Factors & SBI (California) Commercial Bikaner & Saurashtra Comm. Services Bank of India Jaipur Ltd. LLC State Bank of State Bank of SBI Funds SBI Hyderabad Travancore Management (P) International Ltd. (Mauritius) Ltd. State Bank of SBI Capital SBI DFHI Ltd. Indo-Nigerian Indore Markets Ltd. Merchant Bank State Bank of SBICI Bank SBI Life Nepal SBI Bank Mysore Ltd. Insurance Co. Limited Ltd Key Personnel:- Board of Directors Committee of Audit Management Team Directors Committee Shri O. P. Bhatt Shri R. Sridharan Shri D. Sundaram Shri S. Vishvanathan (Chairman) (Chairman) (Chairman) (MD & CEO ) Dr. R. H. Patil Dr. R. H. Patil Shri R. Sridharan Shri M. K. Nag (Executive Vice President) Shri R. Sridharan Shri S. Vishvanathan Dr R. H. Patil (MD & CEO) Shri Bansi S. Mehta Smt. Bharati Rao Shri D. Sundaram Shri Ajay Sagar Dr. Swati A. Piramal Shri S. Vishvanathan (MD & CEO)
  • 29. Promoters’ Share: - Performance:- Awards:-  Asia Pacific Bank of the Year Award 2009 for Leadership in Project Finance by Thomson Reuters (pfi)  India Loan House 2009 for Leadership in Loan Syndication by Thomson Reuters (ifr Asia)  Asia Pacific Oil and Gas Deal of the Year 2009 for Cairn India by Thomson Reuters (pfi)  African Power Deal of the Year 2009 for Morupule B by Thomson Reuters (pfi)  Indian Power Deal of the Year 2009 for Sasan by Euromoney  Indian Upstream Oil & Gas Deal of the Year 2009 for Cairn India by Euromoney  Indian Road Deal of the year 2009 for Yamuna expressway by Euromoney  Indian Telecom Deal of the Year 2009 for Aircel by Euromoney  SAFA Best Presented Accounts Award 2008  Award for Excellence in Financial Reporting
  • 30. SERVICE’S:-  Project Advisory & Structured Finance SBICAP has built a formidable presence in the area of Project Finance Advisory and Funds Syndication with several prestigious mandates in almost every sector of the industry to its credit. Our product portfolio includes:  Project Appraisal  Structured Finance and Syndication  Infrastructure Project Advisory  Securitisation  Debt & Equity Syndication  Capital Markets Capital Markets Group handles transactions in the capital markets space across multiple instrument structures. Our product and solutions bouquet includes:  Managing Initial Public Offerings and Follow-on Public offerings and Offers-for- Sale  Managing Rights Offering, be it the traditional or the structured formats  Qualified Institutional Placements  Open offers, Buyback and Delisting of securities  Offerings of convertible securities  Public offering of Corporate structured bonds  Arranging Private Equity to include growth capital, pre-IPO convertibles, private investments in public equity (PIPES), mezzanine debt and equity, and equity offerings completed as a private placement.  Private placement of bonds  Capital restructuring advisory services  Advisory and arrangement services for products such as AIM Listing, Indian Depository Receipts, ADR/GDR and other off-shore equity or bond listing options  M&A and Advisory The M & A product portfolio includes:  Mergers & Acquisitions  Private Equity  Foreign Currency Convertible Bonds (FCCB)  Corporate Advisory
  • 31. Employees:41,871 Employee growth: 37.2% You see, ICICI Bank is India's #2 bank (after State Bank of India), with more than 600 branches and 2,200 ATMs nationwide. ICICI's retail banking group offers lending and deposit services to small businesses and individuals. Larger businesses are served by the corporate banking group, which offers finance services and treasury products. ICICI's rural and government banking unit offers micro-loans and agricultural banking. Foreign operations, as well as services related to international trade finance and expatriate Indians, fall under the international banking group. Other ICICI offerings include online banking, asset management, and insurance. Key numbers for fiscal year ending March, 2008: Sale: $5,796.3M One year growth: 99.1% Net income: $524.1M Income growth: 167.4% ICICI Advice on Wide Varity of Product:  Private Equity Financing  Secondary sale transactions  pre IPO deals
  • 32. ICICI Securities Ltd is the largest equity house in the country providing end-to-end solutions (including web-based services) through the largest non-banking distribution channel so as to fulfil all the diverse needs of retail and corporate customers. ICICI Securities (I-Sec) has a dominant position in its core segments of its operations - Corporate Finance including Equity Capital Markets Advisory Services, Institutional Equities, Retail and Financial Product Distribution. ICICI Securities Inc., the step-down wholly owned US subsidiary of the company is a member of the National Association of Securities Dealers, Inc. (NASD). As a result of this membership, ICICI Securities Inc. can engage in permitted activities in the U.S. securities markets. These activities include Dealing in Securities and Corporate Advisory Services in the United States and providing research and investment advice to US investors. is a SEBI Registered CAT-1 Merchant banker. ICICI Securities Inc. is also registered with the Financial Services Authority, UK (FSA) and the Monetary Authority of Singapore (MAS). Board of Directors:- ICICI Securities Limited. ICICI Securities Holding Inc. ICICI Securities, Inc. Ms. Chanda Kochhar, (Chairperson) Ms. Anup Bagchi, Mr. Anup Bagchi, (Chairman) (Chairman) Mr. Ketan Patel Mr. A Murugappan Mr. A Murugappan Mr. Narendra Murkumbi Mr. Charanjit Attra Mr. Charanjit Attra Mr. Uday Chitale Mr. Subir Saha Mr. Subir Saha Mr. Pravir Vohra Mr. Gopakumar P., (President) Mr. Sonjoy Chatterjee Ms. Madhabi Puri-Buch, (Managing Director & CEO) Mr. A. Murugappan, (Executive Director) Mr. Anup Bagchi, (Executive Director)
  • 33.
  • 34. Awards & Recognition Institutional  ICICI Securities is awarded as the Best Investment Bank 2008 by Global Finance Magazine  The Corporate Finance group also was awarded a runner-up Best Merchant Banker by Outlook Money in 2007.  ICICI Securities (I-Sec) topped the Prime Database League Tables 2007 for money raised through IPOs/FPOs.  The equities team was adjudged the 'Best Indian Brokerage House-2003' by Asiamoney. Retail  ICICIdirect wins the prestigious Outlook Money - India's Best e-Brokerage House for 2009.  ICICIdirect, the neighborhood financial superstore won the prestigious Franchise India `Service Retailer of the Year 2008 award.  ICICIdirect wins the prestigious Outlook Money - India's Best e-Brokerage House for 2008.  ICICIdirect been winning the prestigious Outlook Money - India's Best e- Brokerage House for 2003-2004, 2004-2005, 2006-2007 and 2007-2008.  ICICIdirect has also won the CNBC AWAAZ Consumer Award for the Most Preferred Brand of Financial Advisory Services.  Best Broker - Web 18 Genius of the Web Awards 2007  Franchisor of the year award 2009  Retail concept of the year awards 2009 Technology  IDG India's CIO magazine has recognized ICICI Securities as a recipient of 2009 CIO 100 award  Indian Bank's Association Business Technology Awards for Best Online Trading Platform in 2006 and 2007
  • 35. Punjab National Bank (PNB) is one of India's largest nationalized banks with some 4,500 branches or service counters. The financial institution offers services in personal and corporate banking, including industrial, agricultural, and export finance, as well as international banking. Its personal lending services include loans for housing, autos, and education. PNB's diverse client list includes Indian conglomerates, small and mid-sized businesses, non-resident Indians, and multinational companies. The bank was established in Lahore in 1895 -- before the country was partitioned into India and Pakistan in 1947. Key numbers for fiscal year ending 2008: Sale: $2,315.0M Net income: $322.1M PNB's Financial Numbers  Sales $2.32 bil  Profits $.28 bil  Assets $24.12 bil  Market Value $2.79 bil  Employees 58,300
  • 36.
  • 37. Bank of Baroda (BOB) was established on 20th July, 1908 in the princely state of Baroda by the great visionary, Sir Sayajirao Gaekwad III. The founder strongly believed that, "a bank of this nature would prove to be a beneficial agency for lending, transmission and deposit of money and a powerful factor in the development of art, industries and commerce of the state as also of adjoining territories". Unlike other state-owned bank, BOB could maintain its unique identity and established a strong national presence even before independence, to all corners of the country. The Bank was led by eminent personalities and great bankers like Shri V.D. Thakersey, Walchand Hirachand, R.D. Birla, N.M. Chokshi, M.G. Parikh and others. BOB was amongst the first few banks to venture overseas by opening a branch at Mombassa in 1953. Today it has significant international presence with a network of 72 offices in 25 countries. Bank of Baroda has 100 years of glorious performance and an uninterrupted profit record, serving generation after generation around the globe.
  • 38. BOB Capital Markets Ltd. (BOBCAPS) is a wholly owned subsidiary of Bank of Baroda. BOBCAPS is one of the Investment Banking Companies in India and is a SEBI registered Category I Investment Banker. We are shortly commencing Broking/E-broking Business. BOBCAPS offers the entire spectrum of financial services that includes Initial Public Offerings, Private Placement of Debt, Corporate Restructuring, Business Valuation, Mergers & Acquisitions, Project Appraisal and Loan Syndication. BOBCAPS also undertakes advisory services on Securitisation and Structuring of Debts. Singular Strengths  Patronage of Bank of Baroda  Excellent association with Banks and Financial Institutions  Good relationship with fellow market intermediaries  Large client base consisting of blue chip and midcap companies  Good rapport with regulatory authorities Strengths  Patronage of over 101 years old "Bank of Baroda" having more than 3000 branches across India and 70 branches overseas.  Excellent rapport with the concerned regulatory authorities.  Good liaison with Banks and Financial Institutions.  Strong relationship with fellow Market Intermediaries.  Strong pool of clients consisting of Blue chip and mid cap companies.  Experienced & qualified professionals wholly devoted towards their key areas. Board of Directors  Mr. J.S. Arora - Managing Director  Mr. P.H.Ravi Kumar - Independent Director  Mr. N.Ramani - Nominee Director  Mr. Raj Kumar Aggarwal - Independent Director  Mr. Akshay M. Joshi - Whole Time Director  Mr. S. Swaminathan - Whole Time Director
  • 39. SERVICES:-  Investment Banking  IPO / Rights Issue / FPO  Mergers & Acquisition  Private Placement of Debt / Equity  Private Equity Advisory  Corporate Advisory Services  Project Appraisal / TEV Studies  Debt Syndication  Business Valuation  Retail Broking  Online Trading  Call n Trade  Applying IPOs Online  Applying MFs Online  Institutional Broking  Institutional Equity Broking Services  Equity Research  F & O Dealing and Sales  Mutual Fund Distribution  BOB Capital Markets Ltd. (BOBCAPS), a wholly owned subsidiary of Bank of Baroda is into Mutual Fund Distribution and Advisory Services. As a distributor we are empanelled with 28 SEBI Registered Mutual Funds in India including SBI, UTI, Reliance, HDFC, Fidelity, and Franklin Templeton.
  • 41. Recent Offerings Business Valuation Business Valuation for a crossover M&A Deal Project Appraisal and Valuation Valuation of shares Capital Issues - Equity Lead Manager to the Initial Public Offering of Lead Manager to the Lead Manager to the Rights Issue Size INR 750 Million Issue Size INR 180 Million Capital Issues - Debt Arranged Issue of NCDs on Arranged the Issue of Private Placement Basis worth Arranged Issue of NCDs on Private various Bond series for Tier INR 3250 Million Placement basis worth INR 500 Million I and Tier II capital requirements aggregating INR 20 Billion from 2007- 2009 Mergers & Acquisitions Advisor to the Takeover Deal.
  • 42. Union Bank of India has been around for more than 88 years. The bank has earned a reputation for being techno-savvy--more than 600 branches of Bank are networked and powered with a centralized technology platform, the bank also manages close to 395 networked ATMs. Union Bank is a Public Sector Unit with 55.43% Share Capital held by the Government of India. The Bank came out with its Initial Public Offer (IPO) in August 20, 2002 and Follow on Public Offer in February 2006. Presently 44.57 % of Share Capital is presently held by Institutions, Individuals and Others. Financial performance(as on 31st march 10) st The Bank’s Net Worth increased by 25.76% and stood at Rs. 8758 crore as on 31 March 10 as compared to Rs.6964 crore in the previous year. st Net Profit Increased by 27.47% and stood at 594 crore as on 31 March 10 as compared to 466 crore crore in the previous year. st Gross NPA level increased to Rs.2671 crore as on 31 March’10 from Rs.1923 st crore as on 31 March’09. Board of Directors  SHRI M.V.NAIR (Chairman & Managing Director)  Shri S.C.Kalia(Executive Director)  SHRI S.Raman(Executive Director)  Dr. Gulfam Mujibi(Part-time non-official Director)  Shri B.M.Sharma(Chartered Accountant Director)  SHRI N. SHANKAR (WORKMEN DIRECTOR)
  • 43. Products and Services  Personal Banking (Accounts & Deposits,Retail Loans,Cards,Insurance & Investment,Demat)  NRI Banking(Remittance, Savings & Deposits, Loan & Services, Payments)  Corporate Banking(CMS, E-Tax, Insurance, Trade Finance, loans Syndication, MSME Banking)  Internet Banking(Account Information,Transfer of Funds/Bills/Limits/Currency. Financial & Non Financial enquiries) Award’s:  The Bank was awarded the Gold Trophy and a certificate in the Elite Class for Excellence in Marketing & Brand Communication by Association of Business Communicators of India (ABCI) in March 2010. The award was given away by the Hon’ble Governor of Maharastra, Shri K.Sankaranarayan.  The Bank was awarded the prestigious “Skoch Challenger Award” 2009 for excellence in capacity building through innovative concept of “Village Knowledge Centre” as part of financial inclusion initiatives. The award was given away by Dr. C Rangarajan, Economic advisor to the Prime Minister th  As part of its global expansion initiatives, the Bank opened its 5 overseas representative office in London, U.K. in April 2010. The Bank already has 4 representative Offices in Shanghai, Beijing in PRC, Abu Dhabi in UAE and Sydney, Australia. Besides the Bank has a full fledged overseas branch in Hong Kong. The Bank is the process of setting up a Rep Office in Toronto, Canada.
  • 44. The Kotak Mahindra Group Kotak Mahindra is one of India's leading financial conglomerates, offering complete financial solutions that encompass every sphere of life. From commercial banking, to stock broking, to mutual funds, to life insurance, to investment banking, the group caters to the financial needs of individuals and corporates. The group has a net worth of over Rs. 7,100 crore and has a distribution network of branches, franchisees, representative offices and satellite offices across cities and towns in India and offices in New York, London, San Francisco, Dubai, Mauritius and Singapore. The Group services around 6.5 million customer accounts. Since the inception of the erstwhile Kotak Mahindra Finance Limited in 1985, it has been a steady and confident journey leading to growth and success. Kotak Group Products & Services: Senior Management:  Mr. Uday S. Kotak (Executive Vice Chairman & Managing Director)  Mr. Anand Mahindra (Vice-Chairman and Managing Director)  Mr. C Jayaram (Executive Director)  Mr. Dipak Gupta (Executive Director)  Dr. Shankar Acharya (Non-Executive Part-time Chairman)  Mr. Shivaji Dam (managing director of Kotak Mahindra Old Mutual Life Insurance Limited)  Mr. C. Jayaram ( Executive Director)  Mr. Dipak Gupta ( Executive Director)  Mr. Cyril Shroff (managing partner of the law firm)
  • 45. Kotak Securities Kotak Securities Ltd. 100 % subsidiary of Kotak Mahindra Bank is one of the oldest and largest broking firms in the Industry. A subsidiary of Kotak Mahindra bank. Reconstruction from a private company to a public limited company effective from June 13, 2003. Act as a lead manager to several (IPO‟s) & help in Client in accessing the public & private equity market. It is also a depository participant with National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL). Kotak Securities Limited has Rs. 2300 crore of Assets Under Management (AUM) as of 31st March, 2010. Large Presence: At present Kotak in 331 cities with 843 offices all over the country. Services :-  stock broking through the branch and Internet,  Investments in IPO,  Mutual funds  Portfolio management service,  Currency Derivatives,  Insurance. Accolades : UTI MF – CNBC TV18 Financial Advisor Awards - Best Performing Equity Broker (National) for the year 09 Finance Asia Award (2009)-Best Brokerage Firm In India Best Brokerage Firm in India by Asiamoney in 2008, 2007 & 2006 Best Performing Equity Broker in India – CNBC Financial Advisor Awards 2008 Avaya Customer Responsiveness Awards (2007 & 2006) in Financial Services Sector The Leading Equity House in India in Thomson Extel Surveys Awards for the year 2007 Euromoney Award (2007 & 2006) - Best Provider of Portfolio Management: Equities Euromoney Award (2005)-Best Equities House In India Finance Asia Award (2005)-Best Broker In India Finance Asia Award (2004)- India's best Equity House Prime Ranking Award (2003-04)- Largest Distributor of IPO's
  • 46. CANRA BANK is also one of the leading merchant bankers in India, offering specialize services to banks, PSUs, and State owned corporation, Local statutory bodies, & corporate sector. It is SEBI register with CAT I Merchant banker to carry on issue management (public, right, private placement), Underwriting Consoltancy, Corporate advisory services. It have associated with issue ranging from 1 crore to 1500 crore, involving various types of industries, banks , statutory Bodies etc. & have an edge in handling Private Placement issue- Both Retail & HNIs. SPECTROM of Services:-  Equity Issue (Public/ Right) management.  Debt Issue management.  Private Placement  Project appraisal  Monitoring agency assignments.  Agriculture Consultancy Services  Corporate Advisory Services  Merger & Acquisition  Share valuation & Buy back Assignment.  IPO funding Security Trustee Services.
  • 47. About PROMOTERS/ACTIVITY The Company, a Subsidiary of Canara Bank was incorporated and accredited as a Primary Dealer (PD) in 1996 in the name of „Gilt Securities Trading Corporation Limited. (GSTCL)‟ with a paid-up capital of Rs.100 Crores. The Primary Dealer activity of the Company was taken over by the parent Bank in February, 2007 and the Company is focusing on capital market related activities mainly into equity broking and distribution of Financial Products. The name of the Company has been changed as „Canara Bank Securities Ltd. (CBSL)‟ in 2009. The On Line Trading (OLT) in Equity and FNO is a product added by CBSL to Financial Super Market of Canara Bank. This facilitates seamless trading in stock market by investor clients of the Bank at their comfort and convenience. PRINCIPAL OBJECTIVES  To provide a viable and efficient institutional platform for competitive trading in equities.  To develop a Retail Equity market with broader investor base by offering enhanced trading facility to the equity instruments and hassle-free & speedy service using state of the art technology in the market.  To create an active secondary market for Equities, assure prompt settlement, Liquidity to the instrument and transparency in dealing.  To provide Trading Convenience by way of:- Efficient and Speedy On-Line Service Prompt Settlement Transparency in operation
  • 48. ORGANIATIONAL SETUP As per SEBI guidelines the Company has functional separation for.  Trading (Front Office)  Settlement accounting and Reconciliation(Back Office and Accounting)and  Monitoring and Control (Middle Office) Similarly, there is a separation of transactions relating to Proprietary trads, Institutional accounts and Constituents‟ accounts. The Company is Board managed. Day to day affairs are overseen by the Managing Director, assisted by the executives heading the departments and supported by competent and experienced staff, who are on deputation from Canara Bank. BOARD OF DIRECTORS  Shri A C Mahajan - Chairman (Chairman and Managing Director of Canara Bank)  Shri H S Upendra Kamath - Vice Chairman (Executive Director of Canara Bank)  Shri P N Murthy - Director (General Manager of Canara Bank)  Shri D S Anandamurthy - Director (General Manager of Canara Bank)  Shri D S R Murthy - Director (Chartered Accountant-with vast experience in Capital Market)  Shri K Krishna Rai - Director (Retd Executive Director of Allahabad Bank)  Shri K R Rao - Managing Director (Deputy General Manager of Canara Bank) BANKERS TO THE COMPANY  Canara Bank AUDITORS TO THE COMPANY  M/S Ghalla & Bhansali  M/s A J Shah & Co. Mumbai (Internal Auditors) PRINCIPAL EXECUTIVES  Shri K R Rao (Managing Director )  Shri N S Rao (General Manager )  Shri K Ganesh Kamath (General Manager ) COMPANY SECRETARY  Shri S Mutthu
  • 49. IDBI Capital Market Services Ltd., (IDBI Capital) is a wholly owned subsidiary of IDBI Bank Ltd and is a leading Investment Banking & Securities Company. IDBI Capital offers a full suite of products and services to Corporates, Institutional and Individual clients. The range of services include :- Investment Banking Capital Market Products Private Equity Corporate Advisory Services Mergers & Acquisitions Project Appraisals & Debt Syndication Stock Broking - Institutional & Retail Distribution of Financial Products Debt Placement and Underwriting Fund Management (Managing Clients' Assets-Pension/PF Fund Managers) Research Group IDBI Capital is highly regarded for safety and trust and enjoys a credit rating of “AAA” by CARE for its medium-term borrowings and P1+ by ICRA for its short- term borrowings.
  • 50. Milestones 1995 March Commenced Equity Broking on NSE CM segment 1995 July Built agent Distribution Network across the country 1996 October Commenced Debt Broking on NSE WDM segment 1996 Started operations as a Depository Participant December 1996 Started to act as Arranger to Privately Placed Bond issues 1998 April Commenced operations as a Portfolio Manager 1999 February Acquired membership of BSE, Mumbai 1999 Started operations as a Primary Dealer November 2002 March Achieved an outright secondary market turnover exceeding Rs.100000 crore in G-Secs 2000 June Acquired Derivatives memberships of BSE and NSE 2002 October Commenced trading in Interest Rate Swaps 2004 June Commenced Merchant Banking & Corporate Advisory Services 2006 January Launched the online investing portal – www.idbipaisabuilder.in 2006 IDBI Capital bags CNBC TV18 'Best National Financial September Advisor-Institutional' award. 2006 IDBI Capital ties up with Punjab National Bank and Bank of September Rajasthan Bank. 2007 March IDBI Capital ties up with Oriental Bank of Commerce 2007 May IDBI Capital ties up with Karur Vysya Bank (KVB) 2008 January IDBI Capital bags CNBC TV18's prestigious National Financial Advisor Award 2008 March IDBI Capital ties up with Union Bank of India
  • 51.  Fund Management IDBI Capital Market Services Ltd. (ICMS) is a leading Fund Manager in the country for Provident, Pension and Retirement Benefit Funds. The Company is a SEBI registered Portfolio Manager and manage its Client’s assets under both discretionary and non- discretionary mandates. These services are provided to various public and private sector undertakings and their provident, pension, retirement benefit and surplus funds. The Company’s client base includes leading pension and provident funds in the country. IDBI capital has been advising institutions, banks and corporates for their investment in Debt, Mutual Funds and Equities over several years. Its services include managing Client Assets--Pension & Provident Funds, Surplus fund Management, Equity Portfolio Management and Mutual Fund Advisory. The funds have continuously yielded superior returns, which are significantly higher than the benchmark. ISO Certification 9001:2000 Keeping in view the importance of standardized processes and service levels, the Company has gone in for ISO Certification for Fund Management, and is the only company to have done so in this sector. Being a public sector, the Company is also audited by Comptroller and Auditor General (CAG) office and follows transparent practices. Regulatory Approval IDBI Capital is a registered Portfolio Manager with Securities and Exchange Board of India (SEBI) since 1998 and is authorised to undertake Funds Management activities (Debt & Equity) for clients. These activities would be governed by Securities and Exchange Board of India (Portfolio Managers) Rules and Regulations, 1993. SEBI Regisration No. of IDBI Capital is INP000000209, valid till the year 2010.
  • 52. Service’s:-  Retail Broking & Distribution  Online Investing  IPO Distribution  Capital Markets  IPO / FPO / Right Issues  TakeOver  Buyback of Securities  Qualified Institutional Placement  Private Equity  Investment Banking  Financial Advisory  Project Advisory  Corporate Advisory  Mergers & Acquistions  Strategic Advisory  Institutional Broking & Distribution  Equity Sales & Dealing  Equity Research  Mutual Fund Sales & Dealing  Mutual Fund Research
  • 53. Present scenario of Indian Merchant Banking U.S Stock Market Listings of Fast- Growing Indian Companies: An innovative financing Option New York, Feb 17 08 /PR Newswire/ Emissary Capital, LLC A merchant bank based in New York City and specializing in Indian Companies, is a pioneer firm leading the charge for Indian Companies to obtain stock market listings in the U.S and European investors in conjunction with a U.S public company with market listing. This turns a fast growing Indian company into U.S public company with the prestige and capability to raise money from U.S and European institutional investors. Focus on small and medium enterprises (SMEs). SMEs are dynamic force in India fall under this category. India‟s strength in Information Technology sector is well known, but it is India‟s fast growing manufacturing sector, driven by approximately three million SME`s in sectors ranging from auto components to industrial goods, that is rapidly India a leading global manufacturing hub. Debt Financing is not the answer for SME`s. There seems to an across the board consensus that Indian SME`s have not been able to fully tap their potential and keep pace with India‟s growth because of their inability to access greater sources of financing. For vast majority of Indian SME`s, the high domestic interest rate regime (prime rate of 12.75% to 13.25%) continues to be a substantial hindrance. Furthermore, the ability to raise debt financing outside India (typically referred to as External Commercial Borrowings (ECBs) is strictly regulated by RBI. No IPO boom for Indian SMEs in Indian stock markets. The Indian stock markets including the BSE & NSE have essentially ignored robust Indian SMEs. The avg. size of Indian IPO rose to approximately $100 million in 2008-09. Meanwhile smaller Indian companies seeking to raise funds of less than that amount have found it increasingly difficult to raise funds through Indian Stock Markets listings. According to SEBI only 104 companies raised capital in the range of $2.5 million to $125 million in March 2007 fiscal year. No companies have raised money in the $1.25 million to $2.5 million range since April 2007. Finally, only 52 companies have been able to
  • 54. raise funds in the range of $2.5 million to $125 million in March 2008 fiscal year. There are few smaller Indian IPOs because Indian merchant bankers prefer to work on bigger IPOs that earn them bigger, as the work required for a small IPO compared to a large IPO is relatively the same. Also the regional stock exchanges, where the majority of SMEs would list themselves if possible, face stiff competition from India‟s two major stock exchanges BSE & NSE. Emissary Capital Ltd. Is a full service merchant banking firm which specializes in assisting fast growing Indian companies in obtaining financing and U.S stock market listings as well as identifying and advising on mergers & acquisitions transactions for such companies.
  • 55. FOCUS OF THE STUDY The main focus of the study would be on functioning of the Merchant Banking companies. The study would have information and details of Merchant Banking of public sector and private sector companies and then an analysis will be done on the collected information and finally a comparison between these two categories will be done. After comparison it would be find out which category has more growth potential in present scenario as well as in future.
  • 56. CONCEPTUALIZATION OF THE STUDY Amidst the swift changes sweeping the financial world, Merchant Banking has emerged as an indispensable financial advisory package. Merchant banking is a service-oriented function that transfers capital from those who own to those who can use it. They try to identify the needs of the investors & corporate sector & advice entrepreneurs what to do to be successful. New players are entering in this field day by day. Merchant Banking in India has a great demand over the globe. So many companies in India are trying their hands in this field. Some companies have built their strong image and some are still in process to leave their mark in the international market.
  • 58. REVIEW OF EXISTING LITERATURE There are no. of study Have Been done on mercent Banking. A Few of literature are Form of banking where the bank arranges credit financing, but does not hold the loans in its investment portfolio to maturity. A merchant bank invests its own capital in leveraged buyouts, corporate acquisitions, and other structured finance transactions. Merchant banking is a fee based business, where the bank assumes market risk but no long-term credit risk. A common form of banking in Europe, merchant banking is gaining acceptance in the United States, as more banks originate commercial loans and then sell them to investors rather than hold the loans as portfolio investments. A banque d'affaire is a French merchant bank, which has more powers than its British counterpart. The Gramm-Leach-Bliley Act allows financial holding companies, a type of Bank Holding Company created by the act, to engage in merchant banking activities. Okay so you want to accept credit cards from your customers, and are interested in establishing a merchant account. Whether you own a brick-and-mortar retail store, mail order outlet, or internet shopping operation, there are a few things to consider when choosing a credit card processing provider. First of all, you should make a list of several providers that offer the features you want, and then compare the variable fees that may differ depending on the company you deal with. These fees include things like set-up, cancellation, and monthly minimum, and may be negotiable based on your unique circumstances. Once you have determined what your business will be charged for its merchant account, it‟s often a good idea to do a few sample calculations to work out your total credit card processing costs during a good, bad, and average month.
  • 59. Finally, you should read and double-check the contract, including small print and detailed terms. Don‟t sign anything until you are confident that you understand all the fees, minimums, termination clauses, and other details. It‟s important to keep in mind that merchant account providers won‟t go over every single point with every single customer, and that it is ultimately your responsibility to read and understand the terms. Financial services firm India Infoline on Wednesday said its wholly owned subsidiary, India securities Pvt. Ltd, has received a category 1 merchant banking licence from the Securities and Exchange Board of India. “This will enable the company to carry out the entire range of merchant banking activities ranging from public issue management to advisory services and underwriting of issues” a company release said here. Mr. Ajit Menon, Senior Vice –President and Head-Investment Banking, India Infoline, said the company would provide focused corporate finance advisory for SME`s in the areas of mergers & acquisitions, pvt. equity placements, IPO‟s & high yield debt. “We see specific opportunities in cross border M&A that would bring in strategic benefits and growth opportunities for companies in the SME sector and we are already seeing good traction in this area” India Infoline expects a significant number of small and medium-sized companies to be turning to the capital markets and becoming involved in mergers and acquisitions. The leading investment banks are targeting the large companies and the small and medium-sized companies bracket is a good untapped growth opportunity. The company recently acquired Marchmont Capital Advisors Ltd and entered into an alliance with Marchmont International for exclusive services and non-compete in India.
  • 61. OBJECTIVES OF THE STUDY  To develop the ability to study the functioning of Merchant Banking in India & learn & apply multidisciplinary concepts, tools & techniques to solve vital problems.  To familiarize with the various services provided by Merchant Bankers.  To compare the public & private sector company engaged in providing merchant banking services on various grounds.  To find out the growth potential of the Merchant Banking public & private sector companies.
  • 63. Conclusion  Longstanding client relationships  Strong positions in high-growth client and product niches.  Multiple revenue growth initiatives are in place with detailed and concrete action plans, and with rigorous follow-up mechanisms.  Growth is controlled by a sound Risk Management System and disciplined cost management.  Small & Medium scale enterprises SMEs need immediate attention from merchant bankers to get access to finance.  SMEs are facing stiff competition from large scale companies.
  • 64. LIMITATIONS OF THE STUDY  Due to paucity of time only limited information can be collected.  There can be a possibility of “individual biasness” on the part of respondents.  Study would be confined to only 7-8 public & private sector merchant banking companies.  Sample size to be taken may not be the true representative of the population.
  • 66. BIBLIOGRAPHY i. Financial Institutions & Market By Shashi K. Gupta, Nisha Aggarwal ii. INTERNET www.google.com/news www.answer.com www.emissarycapital.com www.wikipedia.com www.sebi.gov.in http://unionbankofindia.co.in http://www.asialaw.com/Article/1988860/Merchant-Banking.html http://www.icicisecurities.com http://www.sbicaps.com http://www.bobcapitalmarkets.com http://www.pnbindia.in/subsidiaries http://www.kotaksecurities.com http://www.canmoney.in