Beruflich Dokumente
Kultur Dokumente
Management
Amity Directorate
of Distance &
Online Education
BFIA
Semester -5
PREFACE
The financial services sector is an important constituent of the financial system and plays
a significant role in the realm of economic development of a country. Merchant banking
is a prominent component of the financial sector of our country.
Merchant banking provides specialist services including portfolio management, project
financing and counseling, issue management & underwriting, mergers, acquisitions,
venture capital financing, leasing and so on. Merchant banks play a significant role in the
financial services sector.
Capital issue management is concerned with the management of issues for raising capital
through various types of instruments by corporate. It has to conform to SEBI stipulations.
The obligations of the lead merchant banker(s) fall into four groups:
pre-issue
post-issue
compliance with other requirements
Operational guidelines prescribed by SEBI.
The pre-issue obligations of the merchant banker(s) relate to due diligence, requisite fee,
submission of documents, appointment of intermediaries, underwriting, making public
the offer document, dispatch of issue material, no-complaints certificate, mandatory
collection centers, authorized collection agents, advertisement for right post-issues,
appointment of compliance officer and an abridge prospectus.
Ms. Shruti Ashok
Amity College of Commerce and Finance
Course Objective
The aim of the course is to familiarize the students about the background of
the Indian Financial System, issues involved in pre- issue management and
other key concerns of merchant banking activities.
Course Contents
Module I: Introduction
Financial System: An Overview; Merchant Banking: Meaning, importance and its growth
in India; Range of Merchant banking services; Merchant banking organizations; Future
challenges.
Module II: Legal aspects involved in Issue of Securities
Rules and regulation of merchant bankers; SEBI (Merchant Bankers) Rules, 1992;
Compendium of circulars to merchant bankers.
Module III: Pre issue Management
Types and characteristics of corporate securities: Shares, Debentures, Other instruments;
Procedure of issues of GDR; Selection of instruments; Assessment of going public;
Different aspects of issue management, Role of various operations, in the success of PreIssue decision making, Pricing and timing of the issue, advertising right issue.
Module IV: Post-issue management
Naive analysis of collection; Closure of subscription list; Processing; SEBI guidelines
regarding post-issue; Obligation of lead managers; Allotment of shares and debentures;
Issue of refund orders; Listing and its regulations.
Module V: Book-building Process for Public Issues
SEBI guidelines; Salient features, procedures; Drafting for offer documents;
Determination of pricing; Allocation of securities to members of syndicates;
Underwriting agreements, Subscription agreements; Marketing of the issues; Allotment;
Activity chart of book-building process, Reverse Book-Building.
Module VI: Loan Syndication: Domestic and External
Meaning and its scope; Steps involved in loan syndication; Syndication of working
capital loans from banks; Syndication of euro currency loans; Merits and its limitations
Module VII: Performance Evaluation
Index
Chapter
no.
Particulars
Page no.
1.
Introduction of Financial
System & Merchant Banking
7-63
64-184
3.
Book-Building Mechanism
185-233
4.
234-255
5.
Answer Keys
256
Contents:
Introduction
Merchant Banking: an overview
Function of Merchant bankers
Rules & regulations
Future challenges
Summary
End Chapter Quiz
INTRODUCTION
FINANCIAL SYSTEM
A financial system plays a vital role in the economic growth of a country. It intermediates
with the flow of funds between those who save a part of their income to those who invest
in productive assets. It mobilizes and usefully allocates scarce resources of a country. A
financial system is a complex well integrated set of sub systems of financial institutions,
markets, instruments and services which facilitates the transfer and allocation of funds,
efficiently and effectively.
The financial system is possibly the most important institutional and functional Vehicle
for economic transformation. Finance is a bridge between the present and the future and
whether it be the mobilization of savings or their efficient, effective and equitable
allocation for investment, it is the success with which the financial system performs its
functions that sets the pace for the achievement of broader national objectives.
The process of savings, finance and investment involves financial institutions, markets,
instruments and services. Above all, supervision control and regulation are equally
significant. Thus, financial management is an integral part of the financial system.
On the basis of the empirical evidence, Goldsmith said that "...a case for the hypothesis
that the separation of the functions of savings and investment which is made possible by
the introduction of financial instruments as well as enlargement of the range of financial
assets which follows from the creation of financial institutions increase the efficiency of
investments and raise the ratio of capital formation to national production and financial
activities and through these two channels increase the rate of growth"
The inter-relationship between varied segments of the economy is illustrated below:
A financial system provides services that are essential in a modern economy. The use of a
stable, widely accepted medium of exchange reduces the costs of transactions. It
facilitates trade and, therefore, specialization in production.
Financial assets with attractive yield, liquidity and risk characteristics encourage saving
in financial form. By evaluating alternative investments and monitoring the activities of
borrowers, financial intermediaries increase the efficiency of resource use. Access to a
variety of financial instruments enables an economic agent to pool, price and exchange
risks in the markets. Trade, the efficient use of resources, saving and risk taking are the
cornerstones of a growing economy. In fact, the country could make this feasible with the
active support of the financial system. The financial system has been identified as the
most catalyzing agent for growth of the economy, making it one of the key inputs of
development
FINANCIAL INSTITUTIONS:
Financial Institutions are intermediaries that mobilize savings and facilitate the allocation
of funds in an efficient manner.
Financial institutions can be classified as banking and non banking financial institutions.
Banking institutions are creators of credit while non-banking financial institutions are
purveyors of credit. While the liabilities of banks are part of the money supply, this may
not be true of non banking financial institutions. Financial institutions can also be
classified as the term finance institutions such as IDBI (Industrial development bank of
India) ICICI (Industrial credit and investment corporation of India) etc.
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FINANCIAL MARKETS:
Financial markets are the mechanism enabling participants to deal in financial claims.
The markets also provide a facility in which their demands and requirements interact to
set a price for such claims. The main organized financial markets in a country are
normally money market and capital market. The first is market for short term securities
while the second is a market for long term securities, i.e. securities having maturity
period of one year or more.
Financial markets are also classified as primary, market and secondary market. While the
primary market deals in new issues, the secondary market deals for trading in outstanding
or existing securities. There are two components of the secondary market, OTC (over the
counter) market and Exchange traded market. The government securities market is an
OTC market, spot trades are negotiated or traded for immediate delivery and payment
while in the exchange traded market, trading takes place over a trading cycle in stock
exchanges .Derivatives markets are OTC in some countries and exchange traded in some
other countries.
FINANCIAL INSTRUMENT:
A financial instrument is a claim against a person or an institution for the payment at a
future date a sum of money and/or a periodic payment in the form of interest or dividend.
The term and/or implies that either of the payments will be sufficient but both of them
may be promised.
Financial securities may be primary or secondary securities. Primary securities are
also termed as direct securities as they are directly issued by the ultimate borrowers of the
funds to the ultimate savers. Examples of primary or direct securities include equity
shares and debentures. Secondary securities are also referred to as indirect securities, as
they are issued by financial intermediaries to the ultimate savers. Bank deposits, mutual
fund units, and insurance policies are secondary securities.
Financial instruments differ in terms of marketability, liquidity, reversibility, type
of options, return, risk and transaction costs. Financial instruments help the financial
markets and the financial intermediaries to perform the important role of channelizing
funds from lenders to borrowers.
FINANCIAL SERVICES:
Financial intermediaries provide key financial services such as merchant banking,
leasing, hire purchase, credit-rating, and so on. Financial services rendered by the
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Mobilization of savings
Another important activity of the financial system is to mobilize savings and channelise
them into productive activities. The financial system should offer appropriate incentives
to attract savings and make them available for more productive ventures. Thus, the
financial system facilitates the transformation of savings into investment & consumption.
The financial intermediaries have to play a dominant role in this activity.
A good financial system serves in the following ways:
One of the important functions of a financial system is to link the savers and
investors and thereby help in mobilizing and allocating the savings efficiently and
effectively. By acting as an efficient conduit for allocation of resources, it permits
continuous up gradation of technologies for promoting growth on a sustained basis.
A financial system not only helps in selecting projects to be funded but also
inspires the operators to monitor the performance of the investment. It provides a
payment mechanism for the exchange of goods and services and transfers economic
resources through time and across geographic regions and industries.
One of the most important functions of a financial system is to achieve optimum
allocation of risk bearing. It limits, pools, and trades the risks involved in mobilizing
savings and allocating credit. An efficient financial system aims at containing risk within
acceptable limits and reducing the cost of gathering and analyzing information to assist
operators in taking decisions carefully.
It makes available price-related information which is a valuable assistance to
those who need to take economic and financial decisions.
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FINANCIAL MARKETS
Financial markets are an important component of the financial system. A financial market
is a mechanism for the exchange trading of financial products under a policy framework.
The participants in the financial markets are the borrowers (issuers of securities), lender
(buyers of securities), and financial intermediaries.
Financial markets comprise two distinct types of markets:
Money market
Capital market
MONEY MARKET:
A money market is a market for short-term debt instruments (maturity below one year). It
is a highly liquid market wherein securities are bought and sold in large denominations to
reduce transaction costs. Call money market, certificates of deposit, commercial paper,
and treasury bills are the major instruments/segments of the money market.
The function of a money market is
To serve as an equilibrating force that redistributes cash balances in accordance with the
liquidity needs of the participants;
To form a basis for the management of liquidity and money in the economy by monetary
authorities; and
To provide a reasonable access to the users of short-term money for meeting their
requirements at realistic prices.
As it facilitates the conduct of monetary policy, a money market constitutes a very
important segment of the financial system.
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Pre-Colonial Period
The earliest history of finance, credit and debt in Africa can be traced to copper bars,
shells, calico, iron rods, bracelets and other commodities that served as financial
instruments. Salt and gold were utilized in trans-Sahara trade. Evidence indicates that
before the ravages of the slave trade, many regions of Africa were dynamic, wellgoverned and prosperous.
Many sophisticated indigenous financial arrangements were developed. Bills of exchange
were utilized in trade in West Africa. All of these instruments, however, were "special
purpose monies" or special financial arrangements; there were no "general purpose
monies" (such as francs, pounds and pesetas) that were generally accepted as a means of
payment on a continent-wide basis. In many parts of Africa, the search for an efficient
medium of exchange eventually led to the monetization of precious metals. Metallic
payment, such as coin-based instruments, was an important milestone in the development
of the financial system in Africa as it simplified the payment mechanism and facilitated
trade. Even though the metallic payment system provided a common means by which
merchants, farmers and craftsmen could easily sell goods and services, the system was
still a regional method of payment; the fragmentation of political power prevented the
widespread acceptability of a particular coin or bullion. Furthermore, inconvenience and
danger of carrying large sums of coins prevented the coin-based instruments from being
established as a widely accepted method of payment.
The evolution to a paper-based monetary instrument used throughout the continent did
not occur until the colonization of Africa by the European powers. Payment ,letter sof
credit and negotiable bills of exchange became common as Europeans required more
convenient and more sophisticated financial instruments. The introduction of genereal
purpose monies by the Europeans through merchandise trade, slave trade, settler and
explorers were powerful instruments of modernization and social change. Many
traditional social relations, such as the bride-price, were monetized.
Sophisticated indigenous institutions existed in the pre-colonial period and are still in use
today. The rotating savings and credit associations (ROSCA), referred to as isusu or
tontines,are examples of such institutions which villagers could participate in to raise
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African Independence
Characteristic of most SSA countries' post-colonial development was the enthusiasm for
central planning and the belief that industrialization was the path towards modernization.
This enthusiasm extended to the financial markets as the newly-formed nations viewed
the role of banks, the dominant financial institution, as a powerful instrument of
government policy. Consequently, these new governments devised different means to
control foreign commercial banks. The level of control ranged from outright
nationalization of the banks to limiting foreign ownership. For example, in Tanzania the
government-owned National Bank of Commerce nationalized the assets of foreign banks
and took over their branches. In Malawi, Standard Chartered was given a government
contract to manage the National Bank of Malawi and the right to hold a 20% share in its
formerly 100%-owned bank operations in that country.
The new mission of the banking system shifted from ensuring the viability of the system
to directing credit to priority sectors regardless of risk. Government intervention often
resulted in artificially low interest rates. Since inflation rates were often higher than the
interest charged by the banks, voluntary savings dropped. To protect their purchasing
power, savers invested in real assets, such as gold and jewelry or transferred their
resources abroad. Despite the ambitious reform efforts of the last decade, these problems
continue to exist today.
Compounding the commercial banks' inability to mobilize savings from the general
public are tenuous linkages between the formal financial sector, of which the commercial
banks are a major component, and the informal sector. In some SSA countries, the ratio
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banking system is one of the most important goals in reforming the banking sector. Some
of the steps in reforming the banking sector are: 1)improve prudential bank supervision to
protect depositors and to ensure the health of the banking industry; 2) train bank
examiners to perform banking supervision; and 3) enforce strict accounting, auditing and
disclosure standards, in order to provide accurate and reliable financial information.
The second step in cultivating a healthy financial system (given an adequate regulatory
environment) is to promote increased competition among the providers of financial
services. These institutions, including securities firms, mutual fund companies, venture
capitalists, insurance companies etc., play a key role in fostering economic development
as they increase the range of financial instruments available locally and discourage
capital flight. The existence of a strong capital market is critical to a balanced financial
system as it provides long-term financing to those emerging enterprises with the potential
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INTRODUCTION
The new issue market/activity was regulated by the controller of capital (CCIs) under the
provisions of the Capital Issues (control) Act, 1947 and the exemption orders & rules
made under it. With the repeal of the Act & the consequent abolition of the office of the
CCI in 1992, the protection of the interest of the investors in securities market &
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MERCHANT BANKING
Merchant banking may be defined as an institution which covers a wide range of
activities such as underwriting of shares, portfolio management, project counseling,
insurance etc. They render all these services for a fee ORIGIN : The term merchant
banking originated from the London who started financing foreign trade through
acceptance of bills Later they helped government of under developed countries to raise
long term funds Later these merchants formed an association which is now called
Merchant Banking and Securities House Association
Merchant Bankers
The merchant bankers as sponsors of capital issues is reflected in their major services/
functions such as, determining the composition of the capital structure (type of securities
to be issued), draft of prospectus(offer documents) and application forms, compliance
with procedural formalities, appointment of registrars to deal with the share application &
transfers, listing of securities, arrangement of underwriting/sub-underwriting, placing of
issues, selection of brokers & bankers to the issue, publicity & advertising agents,
printers, and so on.
Registration
SEBI (Merchant Bankers) Regulation Act, 1992 defines a Merchant Banker as any
person who is engaged in the business of issue management either by making agreements
regarding selling, buying or subscribing to securities or acting as manager, consultant,
advisor or rendering corporate advisory service in relation to such issue management.
At present no organization can act as a Merchant Banker without obtaining a certificate
of registration from the SEBI. However, it must be noted that a person/organization has
to get him registered under these regulations if he wants to carry on or undertake any of
the authorized activities, i.e., issue management assignment as manager, consultant,
advisor, underwriter or portfolio manger. To obtain the certificate of registration, one had
to apply in the prescribed form and fulfill two sets of norms
Operational capabilities
Capital adequacy norms
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COMPULSORY REGISTRATION
Merchant bankers require compulsory registration with the SEBI to carry out their
activities. Earlier they fell under four categories.
CLASSIFICATION OF MERCHANT BANKERS
Category I Merchant Bankers. These merchant bankers can act as issue manager,
advisor, consultant, underwriter & portfolio manager.
Category II merchant Bankers. Such merchant bankers can act as advisor, consultant,
underwriter & portfolio manager. They cannot act as issue manager of their own but can
act co-manager.
Category II Merchant Bankers. They are allowed to act as advisor, consultant &
underwriter only. They can neither undertake issue management of their own nor do they
act as co-manager. They can not undertake the activities of portfolio management also.
Category IV Merchant Bankers. A category IV Merchant Banker can merely act as
consultant or advisor to an issue of capital.
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Nil
FEES
According to the SEBI (Merchant Bankers) Amendment Regulations, 1999, w.e.f.
30.09.1999, every merchant banker shall pay a sum of Rs. 5 lakhs as registration fees at
the time of grant of certificate by the board. The fee shall be paid by the merchant banker
within 15 days of receipt of intimation from the board. Further, a merchant banker to
keep registration in force shall pay renewal fee of Rs. 2.5 lakhs every three years from the
forth year from the date of initial registration.
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(III)CAPITAL STRUCTURE:
Here the Capital Structure is worked out i.e., the capital required, raising of the capital,
debt-equity ratio, issue of shares and debentures, working capital, fixed capital
requirements, etc.,
(IV)PORTFOLIO MANAGEMENT
It refers to the effective management of Securities i.e., the merchant banker helps the
investor in matters pertaining to investment decisions. Taxation and inflation a: e taken
into account while advising on investment in different securities. The merchant banker
also undertakes the function of buying and selling of securities on behalf of their client
companies. Investments are done in such a way that it ensures maximum returns and
minimum risks.
(V)ISSUE MANAGEMENT:
Management of issues refers to effective marketing of corporate securities viz., equity
shares, preference shares and debentures or bonds by offering them to public. Merchant
banks act as intermediary whose main job is to transfer capital from those who own it to
those who need it. The issue function may be broadly divided in to pre issue and post
issue management. a. Issue through prospectus, offer for sale and private placement. b.
Marketing and underwriting c. Pricing of issues
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(VIII)VENTURE CAPITAL
Venture Capital is a kind of capital requirement which carries more risks and hence only
few institutions come forward to finance. The merchant banker looks in to the technical
competency of the entrepreneur for venture capital finance.
(IX)FIXED DEPOSIT
Merchant bankers assist the companies to raise finance by way of fixed deposits from the
public. However such companies should fulfill credit rating requirements.
(X)OTHER FUNCTIONS
Treasury Management- Management of short term fund requirements by client
companies.
Stock broking- helping the investors through a network of service units
Servicing of issues- servicing the shareholders and debenture holders in distributing
dividends, debenture interest.
Small Scale industry counseling- counseling SSI units on marketing and finance
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Conformance to Requirements
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Furnishing of Information
The Board may require the applicant to furnish further information or clarification
regarding matter relevant to the activity of a merchant banker for the purpose of disposal
of the application. The applicant or its principal officer shall, if so required, appear before
the Board for personal representation.
Consideration of Application
The Board shall take into account for considering the grant of a certificate, all matters,
which are relevant to the activities relating to merchant banker and in particular whether
the applicant complies with the following requirements;
1. That the applicant shall be a body corporate other than a non-banking financial
company as defined by the Reserve Bank of India Act, 1934.
2. That the merchant banker who has been granted registration by the Reserve Bank of
India to act as Primary or Satellite Dealer may carry on such activity subject to the
condition that it shall not accept or hold public deposit.
3. That the applicant has the necessary infrastructure like adequate office space,
equipments, and manpower to effectively discharge his activities.
4. That the applicant has in his employment minimum of two persons who have the
experience to conduct the business of the merchant banker.
5. That a person (any person being an associate, subsidiary, inter-connected or group
Company of the applicant in case of the applicant being a body corporate) directly or
indirectly connected with the applicant has not been granted registration by the Board.
6. That the applicant fulfils the capital adequacy as specified.
7. That the applicant, his partner, director or principal officer is not involved in any
litigation connected with the securities market which has an adverse bearing on the
business of the applicant.
8. That the applicant, his director, partner or principal officer has not at any time been
convicted for any offence involving moral turpitude or has been found guilt of any
economic offence.
9. That the applicant has the professional qualification from an institution recognized by
the Government in finance, law or business management.
10. That the applicant is a fit and proper person.
11. That the grant of certificate to the applicant is in the interest of investors.
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Renewal of Certificate
Three months before expiry of the period of certificate, the merchant banker, may if he
so desired, make an application for renewal in Form A. The application for renewal shall
be dealt with in the same manner as if it were a fresh application for grant of a certificate.
In case of an application for renewal of certificate of registration, the provisions of clause
(a) of regulation 6 shall not be applicable up to June 30th , 1998. The Board on being
satisfied that the applicant is eligible for renewal of certificate shall grant a certificate in
form B and send intimation to the applicant. On the grant of a certificate the applicant
shall be liable to pay the fees in accordance with Schedule II.
Payment of Fees
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GENERAL OBLIGATIONS
The 1992 regulations have enunciated the following general obligations and
responsibilities for the merchant bankers.
SOLE FUNCTION
Every merchant banker shall abide by the Code of Conduct as specified in Schedule III.
They are as follows 1. Merchant Banker not to associate with any business other that that
of the securities market. 2. No merchant banker, other than a bank or a public financial
institution, who has been granted certificate of registration under these regulations, shall
after June 30th, 1998 carry on any business other than that in the securities market.
However , a merchant banker who prior to the date of notification of the Securities and
exchange board of India (Merchant Bankers) Amendment Regulations, 1997, has entered
into a contract in respect of a business other that that of the securities market may, f he so
desires, discharge his obligations under such contract. Similarly, a merchant banker who
has been granted certificate of registration to act as primary or satellite dealer by the
Reserve Bank of India may carry on such business as may be permitted by Reserve Bank
of India.
MAINTENANCE OF BOOKS
Every merchant banker shall keep and maintain the following books of accounts, records
and documents:
1. A copy of balance sheet as at the end of each accounting period.
2. A copy of profit and loss account for that period;
3. A copy of the auditors report on the accounts for that period; and
4. A statement of financial position. Every merchant banker shall intimate to the Board
the place where the books of accounts, record and documents are maintained. Every
merchant banker shall, after the end of each accounting period furnish to the Board copies
of the Balance sheet, profit and loss account and such other documents for any other
preceding five accounting years when required by the Board.
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RENEWAL FEES
1. Category I merchant bankers : A sum of Rs.1 lakh to be paid annually for the first
two years commencing from the date of each renewal and thereafter for the third year a
sum of Rs.20,000/- to keep his registration in force;
2. Category II merchant bankers : A sum of Rs.75,000/- to be paid annually for the
first two years commencing from the date of each renewal and thereafter for the third
year a sum of Rs.10,000/- to keep his registration in force ;
3. Category III merchant bankers : A sum of s.50,000/ to be paid annually for the first
two years commencing from the date of each renewal and thereafter for the third year a
sum of Rs.5,000/- to keep his registration in force ;
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SEBI GUIDELINES
OPERATIONAL GUIDELINES
SEBI has pronounced the following guidelines for merchant bankers:
1. SUBMISSION OF OFFER DOCUMENT:
The offer documents of issue size up to Rs. 20 crores shall be filed by lead merchant
bankers with the concerned regional office of the Board under the jurisdiction of which
the registered office of the issuer company falls. The jurisdiction of regional offices/head
office shall be as per Schedule XXII. According to Clause 5.6 of Chapter V of the
Guidelines, the draft offer document filed with the Board shall be made public. The lead
merchant banker shall make available 10 copies of the draft offer document to the Board
and 25 copies to the stock exchange(s) where the issue is proposed to be listed. Copies of
the draft offer document shall be made available to the public by the lead merchant
bankers/Stock Exchange. The lead merchant banker and the Stock Ex change(s) may
charge a reasonable charge for providing a copy of the draft offer document. The lead
merchant banker shall also submit to the Board the daft offer document on a computer
floppy in the format specified in Schedule XXIII. The Lead Merchant Banker shall
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SUMMARY
Currently, Merchant banking in India is considered fairly matured in terms of supply,
product range and reach, even though the reach India still remains a challenge for the
private sector and foreign banks. With the growth of Indian economy expected to be
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Q4. The markets in which the general public is least likely to learn about activities are:
a) Primary markets.
b) Secondary markets.
c) Money market markets.
d) Residential real estate markets.
Q5. Money markets can broadly be characterized as:
a) Wholesale markets.
b) Direct markets.
c) Primary markets.
d) Secondary markets.
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Q9. For any issue of Rs 400 cr and above, the number of merchant bankers to be
appointed is:
2
3
5
4
Q10. The minimum net worth required for a category III Merchant Banker is:
Rs 10 lakhs
Rs 15 lakhs
Rs 50 lakhs
Rs 20 lakhs
CHAPTER-II
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2.1.1
2.1.2
ADR
2.1.3
GDR
2.1.4
Market Guidance For The Issue Of Securities (Securities and
Exchange Commission , Ghana
2.2
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2.7 Summary
2.8
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INTRODUCTION
Issue management, now days, is one of the very important fee based services provided by
the financial institutions. In recent past various companies have entered into issue
management activities. Still there are very few large scale and specialized issue
management agencies in the country. With the growth of stock market and opening up of
economy, the scope for issue management activity is widening day by day.
To protect the investors interest and for orderly growth and development of market,
SEBI has put in place guidelines as ground rules relating to new issue management
activities. These guidelines are in addition to the company law requirements in relation to
issues of capital / securities. Financial instruments can be classified into two main groups
share capital and debt capital.
There are various other classifications in each of the two categories. Also, there are
various types of companys i.e. listed, unlisted, public, private etc. For each of them SEBI
has issued comprehensive guidelines, related to issue of financial instruments
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TREASURY/GOVERNMENT NOTES
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TREASURY/GOVERNMENT BILLS
T-bills, or bills, are the shortest term Treasury security and usually mature in 3, 6, 9 or 12
months. T-bills carry no coupon rate of interest but are sold at a discount from par. Par is
the face amount of the bond. This means that the price paid for a T-bill is less than its
value at maturity. Thus a 12 month T-bill yielding 5% would be sold at a 5% discount
from the face value of the bond.
PARTICIPATING BONDS
These bonds not only bear a fixed rate of interest, but also have a profit-sharing feature.
CONVERTIBLE BONDS
Usually all that the bondholder is promised is the principal and interest. There is an
exception to this rule and it is called a convertible bond. This is a bond that at its
maturity, or some other stated date, may be converted to a stated number of common
shares in a corporation. A new corporation without much money or track record for
paying off bonds or a corporation with a low credit rating might offer convertible bonds
because the borrowing costs of straight bonds would be prohibitive.
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INDEXED BONDS
These bonds are used in periods of high inflation. The interest payments are indexed to
the inflation rate.
SINKING BOND FUNDS
This is not technically a separate category of bonds. Any bond issue may have a
sinking feature. With this feature, the issuer agrees to set aside a certain amount of
money each and every year for the eventual retirement of the bond issue. A bond issue is
retired when it is fully paid. After a specified period, redemptions may begin and bonds
may be called. This results in the shortening of the life of the issue so that even if an issue
was originally offered with a 20-year maturity, the bonds might be called after 10 or 15
years. Because the sinking fund deposits are to be used only for the retirement of a
specific outstanding issue, the existence of a sinker increases the bonds safety and
marketability. Payments by the issuer to a sinking fund are mandatory and the failure to
make them in a timely manner could threaten the issuer with default.
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II EQUITIES
The principal focus of securities regulation is on the equities market because it attracts
much more interest from the general public which are usually less sophisticated than
professional or institutional investors. This market trades shares of common stocks issued
by corporations.
Common Stock
All corporations issue a stock that has the last claim on the corporations assets. The most
frequently used term for this kind of stock is common stock, although in the United
Kingdom they are called ordinary shares. It is the first security to be issued and the last to
be retired. Common stock represents the chief ownership of a corporation and usually is
the only issue that has a vote in managing the corporation. Should a company go
bankrupt, holders of senior securities like bonds and preferred stock will be paid first.
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TYPES OF DR
There are a variety of DR program types. These can be divided into capital raising and
non capital raising structures. The type of program used will depend on the requirements
of the issuer, the features of the issuer's domestic market and on investor attitudes.
A third type of DR program is known as "unsponsored". This differs from other types in
that the company whose shares are represented by unsponsored DRs is not involved in
setting up the program.
*Source: ADR Reference Guide JP Morgan, February 2005
69
70
ADVANTAGES OF DRs
Depository stocks are within processing mechanisms for foreign securities. Depository
receipt agreements serve various advantages to investors like transfer and exchanging
dividends paid over foreign money currencies to their currency.
Also, depository receipts are used in privatization, mergers, foreign governments
Dept, imports and employment financing
Mostly, foreign securities are written for the bearer. For this reason, the lists of securities
can not be pursued. Depository receipts try to minimize the problems of promissory notes
written for the bearer. It makes having information about the foreign company easier.
Foreign companies having relationships with investors are restricted with law. Depositor
or its division can learn the information and declarations send by the foreign importer.
Even though the securities are written for the bearer, depository Bank has the best
conditions to get this information.
71
72
73
74
Advantages to Issuers
o Provides a simple means of diversifying a companys shareholder base and accessing
important U.S. market
o May increase the liquidity of the underlying shares of the issuer
o ADRs can be used as an equity financing tool in both M&A transactions and ESOPs for
U.S. subsidiaries
o Helps increase a non-U.S. companys visibility and name recognition in the U.S.
investor community
o May raise capital in the U.S. market through some types of programs
Advantages to Investors
o Offers a convenient means of holding foreign shares
o Simplifies the trading & settlement of foreign securities; ADRs trade and settle just like
U.S. securities
o Offers lower trading & custody costs when compared with shares bought directly in the
foreign market
75
76
77
3. Principal Documentation
78
79
80
81
82
83
84
Unitary Structures
Under a unitary structure, a single class of DRs is offered both to QIBs in the US and to
offshore purchasers outside the issuer's domestic market, in accordance with Regulation
All DRs are governed by one Deposit Agreement and all are subject to deposit,
Withdrawal and resale restrictions.
Bifurcated Structure
Under a bifurcated structure, Rule 144(a) ADRs are offered to QIBs in the US and
Regulation S DRs are offered to offshore investors outside the issuer's domestic market.
The two classes of DRs are offered using two separate DR facilities and two separate
Deposit Agreements. The Regulation DRs are not restricted securities, and can therefore
be deposited into a "side-by-side" Level I DR program, and are not normally subject to
restrictions on deposits, withdrawals or transfers. However, they may be subject to
temporary resale restrictions in the US.
ADVANTAGES OF GDR/EDR
o EDRs/GDRs can be launched as part of a private or public offering.
o They allow a single fungible security to be placed in one or more international markets,
thus giving access to a global investor base.
o They may allow the issuer to overcome local selling restrictions to foreign share
ownership.
o GDRs are eligible for settlement through Clearstream, Euroclear.
DISADVANTAGES
If the US tranche of a GDR is structured as a Rule 144(a) private placement, the
disadvantages of an RADR program will apply. If it is structured as a Level III program,
the reporting and cost features of such programs will apply.
INDIAN GDRs THE COMPREHENSIVE GDR LISTING
85
Industry
Segregation
Date Of
GDR Issue
GDR Issue
Price **(US$)
Textiles
03-Feb-94
125.00
1.0
9.78
Autos
Autos
20-Mar-95
27-Oct-94
137.77
110.00
3.0
1.0
12.79
16.89
Paper
Textiles
Power
27-May-94
16-Nov-93
04-Mar-96
35.00
50.00
125.00
1.0
1.0
3.0
8.77
9.20
14.40
Diversified
Power
Pharma
21-Sep-94
14-Apr-94
21-Jun-94
100.00
125.00
70.00
2.0
1.0
1.0
254.00
10.67
12.60
Electrical
Diversified
Pharma
Hotels
Fertiliser
02-Jul-96
19-May-94
18-Jul-94
07-Oct-94
07-Jul-94
50.00
25.00
48.00
40.00
40.00
1.0
5.0
1.0
1.0
1.0
7.56
13.55
11.16m
9.30
8.39
19JulCables
94 55.00
30Flex
NovIndustries Packaging 95 30.00
17G.E.
Feb- 100.0
Shipping Shipping 94 0
06OctG.N.F.C Fertiliser 94 61.11
04Oil &
NovGAIL
Refineries 99 22.50
04Garden
MarSilk
Textiles 94 45.00
Finolex
Cab
86
1.0
16.60
2.0
8.05
5.0
15.94
5.0
12.75
6.0
9.67
5.0
26.28
Indo Gulf
Indo
Rama
ICICI
ICICI
(ADR)
87
25NovDiversified 92 90.00
09Jun- 100.0
Diversified 94 0
26NovCement
93 80.00
02AugTelecomm. 95 50.00
22JulAluminium 93 72.00
08Jul- 100.0
Aluminium 94 0
21SepDiversified 94 76.00
11OctCement
94 90.00
22FebAluminium 94 60.00
28AprHotels
95 86.25
25Jan- 125.0
Diversified 94 0
18Jan- 100.0
Fertiliser 94 0
21MarTextiles 96 50.00
02Aug- 230.0
Finance
96 0
22SepFinance
99 315
1.0
12.98
1.0
20.50
1.0
5.95
4.0
9.30
1.0
10.73
1.0
16.00
1.0
2.05
1.0
4.23
1.0
6.77
1.0
16.60
1.0
15.01
1.0
4.51
10.0
11.37
5.0
11.50
5.0
9.80
Infosys
IT
34
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92
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94
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IX. ALLOTMENT
Under the Plan of Distribution in schedule five of the L.I. 1728, the offer document
shall provide information on the allotment policy, which will be adopted if applications
exceed the securities on offer.
The regulations do not make any provision for an allotment period, especially in the event
of over-subscription or where the total applications for an issue far exceed expectations.
This has been taken into consideration in preparing these guidelines, and should be
factored into the structure of the offer timetable.
The responsibilities of the Manager of a public issue of securities after the offer closes
includes the following:
1. Submitting a report pursuant to Regulation 33 (5)
2. Allotting the shares to successful applicants
3. Issuing and dispatching certificates to successful applicants
4. Refunding excess monies
5. Commence trading in the shares
In the light of recent developments with the floatation of IPOs, the Commission reminds
managers that they must ensure that they keep to the timetable set out in offer documents
and the Commission will enforce same.
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C. FLOTATION EXPENSES
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D. REPORTING ACCOUNTANT
Regulation 51 and Schedule 5 requires that an Offer Document should contain a report by
an accountant, i.e. normally referred to as the reporting accountant. The law also
requires that the reporting accountant should be an accountant qualified to be appointed
auditors of the issuer or other qualified accountants acceptable to SEC. The offer
document should contain disclosures, on the identity and addresses of the issuers
auditors and reporting accountants.
Further to these statutory requirements, the Commission has determined that for the
protection of investors and to ensure transparency and independence of functions, the
reporting accountant in a public issue:
1. shall not be the same as the Issuers external auditors;
2. shall not be the same as the Issuers accountants who may be carrying out normal
accounting functions or performing any other services for the Issuer.
E. INTRODUCTION OF PROCESSING FEE FOR REVIEW OF
PROSPECTUSES
The SEC in its review of prospectuses submitted by proposed Issuers, has found it
necessary to offer both technical advice and editorial services to Issuers in order that their
offer documents meet international standards. The SEC has on numerous occasions had
to perform this preliminary (and often extensive) screening before the offer documents
are laid before the Approval & Licensing Committee.
This service which the SEC has hitherto been providing gratis takes a heavy toll on the
SECs human resources and detracts from its other statutory duties. 3
The Commission is of the view that it is proper Issuers pay for this crucial and invaluable
service it provides as in other emerging markets. The Commission has therefore proposed
st
the following scale of processing fees for the review of prospectuses with effect from 1
July 2006 (proposed starting date):
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ASBA
SEBI has also recently introduced an additional mode of payment in public as well as
rights issues made through the book built route called the Applications Supported by
Blocked Amount popularly known as ASBA. ASBA is an application for subscription
to an issue containing an authorization to the investors bank to block the application
money in his bank account.
For this purpose his bank should have been registered with SEBI as Self Certified
Syndicate Bank (SCSB). The SCSB will identify its designated branches (DB) where the
ASBA investor can submit his form. All the DBs of an SCSB will be controlled by one
branch of that Bank which will be designated as Controlling Branch (CB). An investor
will be eligible to apply through the ASBA process if he/she:
is a resident retail individual investor;
is bidding at cut-off price, with single option as to the number of shares bid for;
is applying through blocking of funds in a bank a/c with a SCSB
agrees not to revise the bid;
is not bidding under any of the revised categories.
ASBA Process
An ASBA investor shall submit the application physically or through electronic means to
the SCSB with whom the bank Account to be blocked is maintained. The SCSB will
block the application money in the investors account, which will remain so till
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Exemption: The eligibility norms specified above are not applicable in the following
cases:
- Private sector banks
- Infrastructure companies, wholly engaged in the business of developing, maintaining
and operating infrastructure facility within the meaning of Sec. 10(23-G) of the Income
Tax Act (a) whose project has been appraised by a public financial institution /
IDFC/ILFS and (b) not less than 5% of the project cost has been financed by any of the
appraising institutions jointly / severally by way of loan / subscription to equity or
combination of both and Rights issue by a listed company.
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Pricing of Issues
A listed company can freely price shares/convertible securities through a public/ rights
issue. An unlisted company eligible to make a public issue and desirous of getting its
securities listed on a recognized stock exchange can also freely price shares and
convertible securities. The free pricing of equity shares by an infrastructure company is
subject to the compliance with disclosure norms as specified by SEBI from time to time.
While freely pricing their initial public issue of shares/ convertible, all banks require
approval by the RBI.
Differential Pricing:
Listed/unlisted companies may issue shares/convertible securities to applicants in the
firm allotment category at a price different from the price at which the net offer to the
public is made, provided the price at which the securities are offered to public.
A listed company making a composite issue of capital may issue securities at differential
prices in its public and rights issue. In the public issue, which is a part of a composite
issue, differential pricing in firm allotment category vis--vis the net offer to the public is
also permissible. However, justification for the price differential should be given in the
offer document in case of firm allotment category as well as in all composite issues.
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Denomination of Shares:
Public / rights issue of equity shares can be made in any
denomination in accordance with Sec. 13(4) of the Companies Act and in compliance
with norms specified by SEBI from time to time. The companies which have already
issued shares in the denominations of Rs. 10 or Rs. 100 may change their standard
denomination by splitting / consolidating them.
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Percentage of contribution
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40
30
15
While computing the extent of contribution, the amount against the last slab should be so
adjusted that on an average the promoters contribution is not less than 20% of post issue
capital after conversion.
- Offer for sale by unlisted companies:
The promoters shareholding, after offer for sale, should at least 20% of the post issue
capital.
- Public issue by listed companies:
The participation of the promoters should either be (i) to the extent of 20% of the
proposed issue or (ii) to ensure shareholding to the extent of 20% of the post-issue
capital.
-Composite issue by Listed Companies:
At the option of the promoters, the contribution would be either 20% of the proposed
public issue or 20% of the post-issue capital, excluding rights issue component of the
composite issue.
-Public Issue by unlisted infrastructure companies at premium:
The promoters contribution, including contribution by equipment suppliers and other
strategic investors, should be at least 50% of the post-issue capital at the same or a price
higher than the one at which the securities are being offered to public.
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Issue Advertisement
The term advertisement is defined to include notices, brochures, pamphlets, circulars,
show cards, catalogues, placards, posters, insertions in newspapers, pictures, films, cover
pages of offer documents or any other print medium, radio, television programs through
any electronic media.
The lead merchant banker should ensure compliance with the guidelines on issue
advertisement by the issuing companies.
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Distribution of Dividends:
In the case of new companies, distribution of dividends would require the approval of the
trustees to the issue and the lead institution, if any. In case of existing companies, prior
permission of the lead institution for declaring dividend, exceeding 20% as per the loan
covenants, is necessary if the company does not comply with institutional condition
regarding interest and debt service coverage ratio.
Redemption:
The issuer company should redeem the debentures as per the offer documents.
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Issue of Shares
Funds raised through the public is called as primary market public issue of securities,
shares or debentures are made in the primary market. There is no fixed place for the issue
of new securities. The household savings constitute the primary sources of capital sources
of capital formation in the country. The net savings ratio will encourage the capital
market. It is the job of the merchant banker to help the company in mobilization of
pooled savings. The shares & debentures have to compete with other financial
instruments to attract the savings. Public issues are offered through a prospectus.
Prospectus is a document which invites the public to contribute the share capital to attain
better returns on their investments.
Wide publicity about the offer is to be made through different media like newspapers,
periodicals & television. The merchant bankers will put their entire efforts to make t
successful. The issues of equity shares are further categorized as issue of shares at the
first time, further issue, of shares made by existing companies either by public issue or
rights issue. Right issue of share means the new issue of shares to the existing
shareholders at a stated proportion and at a fixed price. Right shares are issued at a
premium which is freely determined by the company making issue.
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Types of Issues
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Primarily, issues made by an Indian company can be classified as Public, Rights, Bonus
and Private Placement. While right issues by a listed company and public issues involve a
detailed procedure, bonus issues and private placements are relatively simpler. The
classification of issues is as illustrated below:
(a) Public issue
(i) Initial Public offer (IPO)
(ii) Further public offer (FPO)
(b) Rights issue
(c) Bonus issue
(d) Private placement
(i) Preferential issue
(ii) Qualified institutional placement
(a) Public issue:
When an issue / offer of securities is made to new investors for becoming part of
shareholders family of the issuer3 it is called a public issue. Public issue can be further
classified into Initial public offer (IPO) and Further public offer (FPO). The significant
features of each type of public issue are illustrated below:
(i) Initial public offer (IPO):
When an unlisted company makes either a fresh issue of securities or offers its existing
securities for sale or both for the first time to the 3 Entity making an issue is referred as
Issuer
public, it is called an IPO. This paves way for listing and trading of the issuers securities
in the Stock Exchanges.
(ii) Further public offer (FPO) or Follow on offer:
When an already listed company makes either a fresh issue of securities to the public or
an offer for sale to the public, it is called a FPO.
(b) Rights issue (RI):
When an issue of securities is made by an issuer to its shareholders existing as on a
particular date fixed by the issuer (i.e. record date), it is called a rights issue. The rights
are offered in a particular ratio to the number of securities held as on the record date.
(c) Bonus issue:
When an issuer makes an issue of securities to its existing shareholders as on a record
date, without any consideration from them, it is called a bonus issue. The shares are
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Private Placement
The issue of shares or debentures or preference shares by the company to the individual
investors is called as private placement. The company will sell the securities directly to
the genuine investors. There is no need of issue of prospectus in the private placement. In
the private placement market the individual investors means, UTI, LIC, GIC, SFCs,
Pension funds, Insurance fund owners.
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The issue could be a public limited company or private limits company. The
intermediaries in this market are rating agencies, trustees, financial advisers, merchant
bankers. In this market the investors have sufficient knowledge & well experience in
evaluating the merits & demerits of the financial investment. The merchant banker will
pay an important in deal of private placement. His role cannot be ignored. The private
placement provides a time saving channel in mobilization of required funds. It also saves
the substantial amount of expenses in the form of flotation charges. It is possible to raise
funds from this method within 2 or 3 months. But public issue will take at least 6 months
to one year. In private placement market, the investors are more perfect about the
assessment of their buying financial asset. The private placement is equal to the primary
market without combines equity and debentures the private placement business cannot
exist without the active connivance of promoters. The SEBI has put a restriction on FIIs,
regarding the investment in shares of a particular in private placement process; they must
hold the shares for 5 years.
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Pre-Issue Work
The lead manager undertakes the following steps in managing a public offer of shares:
Appoint R&T agents, bankers, brokers and underwriters to the issue. In case of a book
built issue, the book runners, who are merchant bankers, will be appointed. The merchant
banker has to ensure that the constituents are registered with SEBI.
Obtain the in-principle approval of the stock exchange where the shares are proposed to
be listed.
Ensure that the mandatory number of collection centres is covered by the collection
bankers to the issue.
For an issue by an unlisted company, get the IPO graded by an approved credit rating
agency.
Enter into agreements with depositories for the admission of the securities in both the
depositories.
File draft prospectus with SEBI
Make changes, if any, to the prospectus as suggested by SEBI and files the prospectus
with the Registrar of Companies
Sign the due diligence that all the regulatory requirements are complied with.
Issue advertisements in national papers as required by regulations
Arrange for the printing and dispatch of prospectus and application forms and other issue
material.
Ensure that every application form is accompanied by an abridged prospectus.
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APPOINTMENT OF INTERMEDIARIES
128
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Maintenance Of Records
The registrars and share transfer agents have to maintain records relating to all applications
received from investors in respect of an issue, all rejected applications together with reasons,
basis of allotment of securities in consultation with the stock exchanges, terms and conditions
of purchase of securities, allotment of securities, list of allottees and non-allotees, refund
orders, and so on. In addition, they should also keep a record to the list of holders of
securities of corporates, the names of transfer agents to file the books of accounts, and
records, and so on. These have to be preserved by them for a period of three years.
Inspection
The SEBI is authorized to undertake the inspection of the books of accounts, other records,
and documents of the registrars and share transfer agents to ensure that they are being
maintained in a proper manner and the provisions of the SEBI Act, rules, regulations and the
provisions of the SCRA and the relevant rules are complied with, to investigate into
complaints from investors/other registrars and share transfer agents/other intermediaries in
the securities market or any matter relating to their activities, and to investigate on its own in
the interest of securities market/investors into their affairs. On the basis of the inspection
report, the SEBI can direct the concerned partly to take such measures as it deems fit in the
circumstances. It can also appoint a qualified auditor to investigate into the books of accounts
and affairs of the registrars and share transfer agents.
Action In Default
132
d) UNDERWRITERS
Another important intermediary in the new issue/primary market is the underwriters to issues
of capital who agree to take up securities which are not fully subscribed. They make a
commitment to get the issue subscribed either by others or by themselves. Though
underwriting is not mandatory after April 1995, its organization is an important element of
the primary market. Underwriters are appointed by the issuing companies in consultation
with the lead managers/merchant bankers to the issues. A statement to the effect that in the
opinion of the lead manager, the underwriters assets are adequate to meet their obligation
should be incorporated in the prospectus.
Registration
To act as underwriter, a certificate of registration must be obtained from the SEBI. In
granting the certificate of registration, the SEBI considers all matters relevant/relating to the
underwriting and in particular, a) the necessary infrastructure like adequate office space,
equipment and manpower to effectively discharge the activities b) past experience in
underwriting/employment of at least two persons with experience in underwriting c) any
person directly/indirectly connected with the applicant is not registered with the SEBI as
under or a previous application of any such person has been rejected or any disciplinary
action has been taken against such person under the SEBI Act/ rules/regulations, d) capital
adequacy requirement of not less than net worth (capital + free reserves) of Rs.20 lakhs; and
133
Fee
Underwriters, had to, for grant or renewal of registration, pay a fee to the SEBI from the date
of initial grant of certificate, Rs. 2 lakhs for the first and second years and Rs.1 lakh for the
third year. A fee of Rs.20,000 was payable every year to keep the certificate in force or for its
renewal. Since 1999, the registration fee has been raised to Rs.5 lakhs. To keep the
registration in force, renewal fee of Rs.2 lakhs every three years from the fourth year from
the date of initial registration is payable. Failure to pay the fee would result in the suspension
of the certificate of registration.
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135
e) BANKERS TO AN ISSUE
The bankers to an issue are engaged in activities such as acceptance of applications along
with application money from the investors in respect of issues of capital and refund of
application money.
Registration
To carry on activity as a banker to issue, a person must obtain a certificate of registration
from the SEBI. The SEBI grants registration on the basis of all the activities relating to
banker to an issue in particular with reference to the following requirements:
136
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Inspection
Such inspection is done by the RBI upon the request of the SEBI. The purpose of inspection
is largely to ensure that the required books of accounts are maintained and to investigate into
the complaints received from the investors against the bankers to an issue. The foregoing
rules and regulations have brought the bankers to an issue under the regulatory framework of
the SEBI with a view to ensuring greater investor protection. On the basis of the inspection
report, the SEBI can direct the banker to an issue to take such measures as it may deem fit in
the interest of the securities market and for due compliance with the provision of the SEBI
Act.
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(iii) Underwriters
The Lead merchant banker shall satisfy themselves about the ability of the underwriters
to discharge their underwriting obligations.incorporate a statement in the offer document
to the effect that in the opinion of the lead merchant banker, the underwriters' assets are
adequate to meet their underwriting obligations; obtain Underwriters' written consent
before including their names as underwriters in the final offer document. In respect of
every underwritten issue, the lead merchant banker(s) shall undertake a minimum
underwriting obligation of 5% of the total underwriting commitment or Rs.25 lacs
whichever is less.
The outstanding underwriting commitments of a merchant banker shall not exceed 20
times its net-worth at any point of time. In respect of an underwritten issue, the lead
merchant banker shall ensure that the relevant details of underwriters are included in the
offer document.
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157
After closing of public issue the next task of the merchant bankers is post-issue
management. It consisting of collection of application forms from designated banks & the
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(1) The lead merchant banker shall submit post-issue reports to the Board in accordance with
sub-regulation.
(2) The post-issue reports shall be submitted as follows:
(a) initial post issue report as specified in Parts A and B of Schedule XVI, within three days of
closure of the issue
(b) final post issue report as specified in Parts C and D of Schedule XVI, within fifteen days
of the date of finalisation of basis of allotment or within fifteen days of refund of money in
case of failure of issue.
(3) The lead merchant banker shall submit a due diligence certificate as per the format specified
in
Form G of Schedule VI, along with the final post issue report.
2.Post-issue Advertisements.
The post-issue merchant banker shall ensure that advertisement giving details relating to
oversubscription, basis of allotment, number, value and percentage of all applications including
ASBA, number, value and percentage of successful allottees for all applications including ASBA,
date of completion of despatch of refund orders or instructions to Self Certified Syndicate Banks
by
the Registrar, date of despatch of certificates and date of filing of listing application, etc. is
released
within ten days from the date of completion of the various activities in at least one English
national
daily newspaper with wide circulation, one Hindi national daily newspaper with wide circulation
and one regional language daily newspaper with wide circulation at the place where registered
office of the issuer is situated.
(2) The post-issue merchant banker shall ensure that issuer, advisors, brokers or any other entity
connected with the issue do not publish any advertisement stating that issue has been
oversubscribed or indicating investors response to the issue, during the period when the public
issue is still open for subscription by the public.
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7.Other responsibilities.
(1) The post-issue merchant banker shall ensure that the despatch of refund orders, allotment
letters and share certificates is done by way of registered post or certificate of posting, as may be
applicable.
(2) The post-issue merchant banker shall ensure payment of interest to the applicants for delayed
dispatch of allotment letters, refund orders, etc. as per the disclosure made in the offer document.
(3) In case of absence of definite information about subscription figures, the issue shall be kept
open for the required number of days to avoid any dispute, at a later date, by the underwriters in
respect of their liability.
(4) The issuer shall ensure that transactions in securities by the promoter and promoter
group during the period between the date of registering the offer document with the
Registrar of Companies or filing the letter of offer with the designated stock exchange, as
the case may be and the date of closure of the issue shall be reported to the recognised
stock exchanges where the specified securities of the issuer re listed, within twenty four
hours of the transactions.
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163
Basis of allotment is the process of deciding the number of shares that each investor is
entitled to be allotted. If the number of shares that have been subscribed for is equal to or
less than the number of shares offered by the company, then each investor will get the
same number of shares he applied for. If the issue is over-subscribed, then the number of
shares allotted to each investor will be in proportion to the oversubscription.
Once the issue closes, the applications are collated under various categories such as retail
investors, HNIs, QIBs and firm allotment.
The number of shares applied for is compared with the shares reserved for each category
and the oversubscription ratio is calculated. This is applied to each application to
determine the shares to be allotted.
The basis of allotment has to be approved by the board of directors of the company and
published in national newspapers.
Ensure that the shares are credited to the individual shareholders depository account and
dispatch of refund orders.
Basis of Allotment
In a public issue of securities, the Executive Director/Managing Director of the
designated stock exchange along with the post-issue lead merchant banker and the
registrar to the issue would be responsible to ensure that the basis of allotment is finalized
in a fair and proper manner on the basis of proportionate allotment. However, in the book
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The Exchange has a separate Listing Department to grant approval for listing of securities
of companies in accordance with the provisions of the Securities Contracts (Regulation)
Act, 1956, Securities Contracts (Regulation) Rules, 1957, Companies Act, 1956,
Guidelines issued by SEBI and Rules, Bye-laws and Regulations of the Exchange.
A company intending to have its securities listed on the Exchange has to comply with
the listing requirements prescribed by the Exchange. Some of the requirements are as
under:I
Minimum Listing Requirements for new companies
II Minimum Listing Requirements for companies listed on other stock exchanges
Minimum Requirements for companies delisted by this Exchange seeking relisting o
III
Exchange
IV Permission to use the name of the Exchange in an Issuer Company's prospectus
V Submission of Letter of Application
VI Allotment of Securities
VII Trading Permission
VIII Requirement of 1% Security
IX Payment of Listing Fees
X Compliance with Listing Agreement
Cash Management Services (CMS) - Collection of Listing Fees
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Particulars
Amount
(Rs.)
20,000
10,000
15,000
30,000
*includes equity shares, preference shares, fully convertible debentures, partly convertible
debenture capital and any other security which will be converted into equity shares.
Kindly Note the last date for payment of listing fee for the year 2006-2007 is April 30,
2006. Failure to pay the listing fee(for the equity and/or debt segment) before the due date
i.e. April 30, 2006 will attract imposition of interest @ 12% per annum w.e.f. May 1,
2006.
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General criteria
1) Conditions Precedent to Listing: The Issuer shall have adhered to conditions precedent
to listing as emerging inter-alia from Securities Contracts (Regulations) Act 1956,
Companies Act 1956, Securities and Exchange Board of India Act 1992, any rules and/or
regulations framed under foregoing statutes, as also any circular, clarifications, guidelines
issued by the appropriate authority under foregoing statutes.
2) The Project/ Activity plan of the applicant must have been appraised by a financial
institution u/s 4A of the Companies Act, 1956 or a state finance corporation or a
scheduled commercial bank with a paid up capital exceeding Rs.50 crores or a category I
Merchant Banker with a net worth of atleast Rs.10 crores or a venture capital fund with a
net worth of atleast Rs. 50 crores. or
In the case of an existing company the applicant should have been listed on any other
recognised stock exchange for atleast last three years
This clause shall however not be applicable to listing of securities issued by Government
Companies, Public Sector Undertakings, Financial Institutions, Nationalised Banks,
Statutory Corporations Banking Companies and subsidiaries of scheduled commercial
bank who are otherwise bound to adhere to all the relevant statutes, guidelines, circulars,
clarifications etc. that may be issued by various regulatory authorities from time to time
and in case of an Offer for Sale.
3) The applicant desirous of listing its securities should satisfy the exchange on the
following:
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KEY CONCEPTS
1. A public issue of shares involves entities such as R&T agents, bankers and brokers
apart from the lead manager of the issue.
2. All such entities have to be registered with SEBI.
3. The R&T agent manages the collection, collation, scrutinizing and distribution of
information related to the application forms received.
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174
Q1. The bondholder is entitled to participate along with shareholders in earnings of the
corporation in which kind of bond?
Convertible Bond
Treasury Bond
Participating Bond
Zero Coupon Bond
Q2. Which of the following bonds pay no interest between issue and redemption, except
at maturity?
Convertible Bond
Treasury Bond
Participating Bond
Zero Coupon Bond
Q4. A type of negotiable (transferable) financial security that is traded on a local stock
exchange but represents a security, usually in the form of equity that is issued by a
foreign publicly listed company is called:
Depository Receipt
Common Stock
Preferred Stock
Mortgage Backed Securities
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Q5. What type of issue has to be necessarily credit rated before being launched:
Stock issue
Debenture Issue
Preferred Stock Issue
Private Placement
Q6. When an already listed company makes either a fresh issue of securities to the public
or an offer for sale to the public, it is called
FPO.
IPO
Private Placement
Rights Issue
Q8. Which of the following does not have details of either price or the number of shares
being offered or the amount of issue? However, this prospectus mentions the number of
shares and the upper and lower price bands.
Red Herring prospectus
Draft Prospectus
Abridged Prospectus
Offer Document
Q9. Which of the following is not a basis for the issue price as mentioned in the
prospectus?
EPS
P/E
Net Asset Value per share
Goodwill of the company
Q10. Which of the following is not a post issue activity?
Post issue monitoring Report
Redressal of Investors Grievances
Dispatch of refund orders
Appointment of intermediaries
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Chapter-IV
Contents:
Summary
3.9 Conclusion
3.10 End Chapter Quiz
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Preferential Issue
The preferential issue of equity shares/ fully convertible debentures (FCD)/ partly
convertible debentures (PCDs) or any other financial instruments, which would be
converted into or exchanged with equity shares at a later date by listed companies to any
select group of persons under section 81(1A) of the Companies Act, 1956 on a private
placement basis, are governed by the following guidelines:
Pricing of issue:
The issue of shares on a preferential basis can be made at a price not less than the higher
of the following: (i) The average of the weekly high and low of the closing prices of the
related shares quoted on the stock exchange and (ii) The average of the weekly high and
low of the closing prices of the related shares quoted on a stock exchange during the two
weeks preceding the relevant date.
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OTCEI Issues
A company making an initial public offer of equity shares / convertible securities and
proposing to list them on the Over The Counter Exchange of India (OTCEI) has to
comply with following requirements:
Eligibility Norms:
Such a company is exempted from the eligibility norms applicable to unlisted companies,
provided (i) it is sponsored by a member of the OTCEI and (ii) has appointed at least two
market makers. Any offer of sale of equity shares / convertible securities resulting from a
bought out deal registered with OTCEI is also exempted from the eligibility norms
subject to the fulfillment of the listing criteria laid down by the OTCEI.
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Pricing norms:
Any offer for sale of equity shares or any other convertible security resulting from a
bought out deal registered with OTCEI is exempted from the pricing norms specified for
unlisted companies, subject to following conditions: (a) The promoters after such issue
would retain at least 20% of the total issued capital with a lock-in of three years from the
date of the allotment of securities in the proposed issue and (b) at least two market
makers are appointed in accordance with the market making guidelines stipulated by the
OTCEI.
Projection:
In case of securities proposed to be listed on the OTCEI, projections based on the
appraisal done by the sponsor who undertakes to do market-making activity can be
included in the offer document subject to compliance with the other conditions relating to
the contents of offer documents.
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In most of the cases, it is experienced that IPO through Book Building method in India
turns out to be overpriced or under priced after their listing of them and ultimately the
small investors become a net looser. If the IPO is overpriced it creates a bad feeling in
investors mind as initial returns to them maybe negative at that point of time. On the
other side, if the prices in the open market fall below the issue price, small investors may
start selling their securities to minimize losses. Therefore, there was a vital need of a
market stabilizer to smoothen the swings in the open market price of a newly listed share,
after an initial public offering.
Market stabilization is the mechanism by which stabilizing agent acts on behalf of the
issuer company, buys a newly issued security for the limited purpose of preventing a
declining in the new securitys open market price in order to facilitate its distribution to
the public. It can prevent the IPO from huge price fluctuations and save investors from
potential loss. Such mechanism is known as Green Shoe Option (GSO) which is an
internationally recognized for market stabilization. So GSO can rectify the demand and
supply imbalances and can stabilize the price of the stock.
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Companies may also go in for a Green Shoe Option (GSO). The objective of this option
is to provide stability to price of the share in the secondary market immediately on listing.
A company, which opts for Green Shoe option shall disclose the same in the offer
document. The company can allot additional shares not exceeding 15% of the issue size
to the general public who have subscribed in the issue. The shares will be allotted in the
same ratio in which reservation is being made for the various categories. For this purpose,
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UNDERWRITING AGREEMENT
A contract between an underwriter and the company issuing capital with regard to the
commitment for subscription of securities is known as underwriting agreement. while
arrangements The resources of the underwriters and The marketing aspects of the issue
are kept in mind Underwriting agreement:-
BENEFITS OF UNDERWRITING
It relieves the company of the risk and uncertainty of marketing the securities.
Underwriters have an intimate and specialized knowledge of the capital market. They
offer valuable advice to the issuing company in the preparation of the prospectus, time of
floatation and the price of securities, etc. They also provide publicity service to the
companies which have entered into underwriting agreements with them.
It helps in financing of new enterprises and in the expansion of the existing projects.
It builds up investors' confidence in the issue of securities.
The issuing company is assured of the availability of funds. Important projects are not
delayed for want of funds.
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BY UNDERWRITERS
Companys standing & records Competence of the mgt.
Objectives of the issue
Project details
Offer price
Terms of issue
TYPES OF UNDERWRITERS
Firm underwriting
Sub-underwriting
Joint underwriting
Syndicate underwriting
FIRM UNDERWRITING
Firm Underwriting is an underwriting agreement whereby the underwriter agrees to take
up a specified number of securities, irrespective of the securities offered to the public. It
is an agreement for the outright purchase of securities, the underwriter being given a
preference in allotment over the general public in respect of the commitment given by the
company. Such an agreement is designed to create confidence in the minds of the
investing public.
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JOINT UNDERWRITING
When an issue of securities by a company is underwritten by two or more underwriting
intermediaries jointly, it is called Joint underwriting. The objective is to minimize the risk
and share the benefit arising from the capital issue. Besides, it also helps the underwriters
with limited resources to pool and successfully take up bigger issues.
SYNDICATE UNDERWRITING
When a syndicate of underwriters by means of an agreement, underwrites the issue of
securities collectively, it is known as Syndicate Underwriting. Such an arrangement is
worked out in case of issues that are considered potentially risky. Two types of
arrangements:
Between the issuing company and the underwriter
Between the underwriters themselves
HARD UNDERWRITING
Hard underwriting is when an underwriter agrees to buy his commitment at its earliest
stage. The underwriter guarantees a fixed amount to the issuer from the issue. Thus, in
case the shares are not subscribed by investors, the issue is devolved on underwriters and
they have to bring in the amount by subscribing to the shares. The underwriter bears a
risk which is much higher in soft underwriting.
SOFT UNDERWRITING
Soft underwriting is when an underwriter agrees to buy the shares at later stages as soon
as the pricing process is complete. He then, immediately places those shares with
institutional players. The risk faced by the underwriter as such is reduced to a small
window of time. Also, the soft underwriter has the option to invoke a force Majeure (acts
of God) clause in case there are certain beyond the control that can affect the
underwriters ability to place the shares with the buyers.
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KEY RULES
Delisting in India is governed by regulations issued by SEBI in 2009, which replaced the
earlier delisting guidelines of 2003, and tightened the norms in favour of public
shareholders. Under the new regulations, companies seeking voluntary delisting need to
obtain prior approval (by postal ballot) of at least two-thirds of the public shareholders,
for the board resolution seeking delisting.
Also, the base offer price (the minimum price) has to be computed taking into account the
average of weekly high and low closing prices for the last 26 weeks or the last two
weeks, whichever is higher, preceding date of notification to the stock exchange.
For the offer to be successful, the promoter stake, post the completion of the process,
should become more than 90 per cent, or more than the aggregate of pre-offer promoter
holding and 50 per cent of the offer size, whichever is higher.
Translated, this means that companies with pre-offer promoter stake of less than 80 per
cent need to take the promoter stake to more than 90 per cent.
On the other hand, companies with pre-offer promoter stake of more than 80 per cent
need to be successful in at least 50 per cent of the offer to the public shareholders.
The regulations also provide that promoters should not use the company's funds for the
delisting process. This implies that the funds for delisting would have to be arranged by
the promoters.
APPLICABILITY
These guidelines shall be applicable to delisting of securities of companies and
specifically shall apply to:
a. Voluntary delisting being sought by the promoters of a company
b. any acquisition of shares of the company (either by a promoter or by any other person)
or scheme or arrangement, by whatever name referred to, consequent to which the public
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PAYMENT OF CONSIDERATION
The payment of consideration for delisting of securities shall be paid in cash by the
promoter or acquirer.
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EXAMPLE OF DELISTING
Goodyear Orient Company has decided on a floor price of Rs 194 per equity share for the
proposed acquisition and delisting of Goodyear India. The delisting offer would open on
May 28 and close on June 3. Shares of Goodyear India are currently trading at Rs 351 on
the Bombay Stock Exchange (BSE).
In a public announcement made on Friday, the acquirer Goodyear Orient Company has
said that it intends to acquire up to 5.99 million equity shares, representing 26 per cent of
the equity capital of Goodyear India.
While the acquirer currently holds no equity shares in the company, its parent
organisation Goodyear Tire & Rubber Company (GTRC), holds 17.07 million equity
shares, representing 74 per cent of the equity capital.
The minimum price per equity share payable by the acquirer for the shares it acquires
pursuant to the delisting offer will be the price at which the maximum number of offer
shares are tendered pursuant to a reverse book-building process.
Consequent to the delisting offer and upon the combined shareholding of GTRC and the
acquirer reaching a minimum of 90 per cent of the equity capital and fulfilment of other
conditions stipulated under the Delisting Regulations, the Goodyear India will seek to
voluntarily delist the Equity shares from the Bombay Stock Exchange (BSE).
GTRC has also intimated the board of directors of Goodyear India that it is willing to
acquire the offer shares at a price of Rs 245 (Indicative Price) per equity share.
"The indicative price should in no way be construed as either (a) a ceiling or maximum
price for the purposes of acquisition under the reverse book-building process and the
public shareholders are free to tender their equity shares at any price higher than the floor
price," says the public announcement.
Citigroup Global Markets India Pvt Ltd is the manager to the delisting offer.
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3.8 SUMMARY
1. The company appoints a merchant bank to lead manage the proposed public issue of
the company.
2. Other constituents such as the R&T agent, bankers, underwriters are appointed by the
lead manager in consultation with the company. All constituents have to entities
registered with SEBI.
3. The lead manager gets in-principle approval of the stock exchange, files the draft
prospectus with SEBI, files the final prospectus with the RoC and ensure compliance
with SEBIs regulations.
4. Once the issue closes, the lead manager and R&T agent in consultation with the stock
exchange finalises the basis of allotment.
5. The basis of allotment is the process of defining the number of shares allotted to each
investor based on the oversubscription.
6. Retail investors, institutional investors, promoters, shareholders of promoter group
companies, employees are categories of investors eligible to apply in a public issue.
7. A prospectus is the offer document prepared according to regulations which gives the
investors complete information about the issue.
8. A Red herring prospectus is an offer document where the price at which the issue is
being made and the number of shares is not mentioned as in a book building process.
9. Underwriting is the process of getting commitments from institutions to pick up shares
in a public issue if the issue is under subscribed.
10. a book-built issue the price at which the shares will be allotted and the successful
allottees will be decided upon by a bidding process.
11. The process of bidding will be done as per the rules laid down by SEBI.
12. The Green Shoe Option is used by companies making an issue to stabilize the price in
the secondary markets.
Shares are over-allotted to the investing public for which shares is lent by the promoter.
The money received through this over-allotment process is used for stabilizing the price
in the secondary market, post the listing of the shares.
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CONCLUSION
Book building process aims at fair pricing of the issue which is supposed to emerge out
of offers made by various investors. One question may arise whether book building is the
right mechanism for fair pricing discovery in IPOs?
The answer may be in the negative because a floor price is fixed for the book building
below which no bid can be accepted. Since investors participate through Book Building
process in making fair pricing of IPOs whether there is no ceiling price, there should not
be any floor price. In addition to this, unlike international market, India has not reached
the stage of development of the institutional framework to experiment with the book
building process because retail investors are still now an integrated part of Indian capital
market. If the interest of the small investors is not safeguard appropriately, this may be
very dangerous to the primary capital market.
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Chapter-III
Q2. In a book built issue a ______ investor can bid at cut-off price.
QIBs
Employees of the issuer company
Retail
Financial institution
Q3. A fixed price issue has to be listed within ______ days of closure of issue.
10 days
15 days
30 days
50 days
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Q7. A form of underwriting where the underwriter agrees to take up take up a specified
number of securities, irrespective of the securities offered to the public is:
Firm underwriting
Sub-underwriting
Joint underwriting
Syndicate underwriting
Q8. For successful implementation of the Green shoe option, the following intermediary
is appointed:
Merchant Banker
Stabilizing Agent
Banker to an issue
Underwriter
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224
Contents:
4.1
4.2
4.3
Performance evaluation
4.4
Summary
4.5
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INTRODUCTION
Borrowing by way of a loan facility can provide a borrower with a flexible and efficient
source of funding. If a borrower requires a large or sophisticated facility or multiple types
of facility this is commonly provided by a group of lenders known as a syndicate under a
syndicated loan agreement. A syndicated loan agreement simplifies the borrowing
process as the borrower uses one agreement covering the whole group of banks and
different types of facility rather than entering into a series of separate bilateral loans, each
with different terms and conditions.
Loan syndication refers to assistance rendered by merchant banks to get mainly term
loans for projects. Such loans may be obtained from a single development finance
institution or a syndicate or consortium as in the case of large term loans. Merchant banks
can also help corporate clients to raise syndicated loans from commercial banks.
The purpose of this note is to provide guidance on various aspects of a syndicated loan
transaction, focusing on the following:
(i) the types of borrowing facilities commonly seen in a syndicated loan agreement;
(ii) a description of the parties to a syndicated loan agreement and an explanation of their
role;
(iii) a brief explanation of the documentation entered into by the parties;
(iv) the time line for a typical syndicated loan transaction; and
(v) a description of the common methods used by lenders to transfer syndicated loan
participations.
The guidance in this note is given on the basis of a typical syndicated loan transaction
undertaken in the European loan market as envisaged in the LMA Primary Loan
documents and governed by the laws of England. This note is not intended to provide a
detailed explanation of the provisions of the LMA Primary Loan Agreements - guidance
on this is set out in the "Users Guide to the Recommended Form of Primary Documents"
published by the LMA and available to LMA members on the LMA website.
The basic concept behind the syndicated loan agreement is a syndicate, or consortium, of
banks. The joint provision of funds saves time and cuts expenses that the individual bank
would otherwise have to invest if it negotiated the transaction on its own. At the same
time, the participating banks split and allocate the risks connected with the loan. After
negotiations with the borrower have been initiated, the consortium of banks will usually
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Funded participation:
Under a funded participation the existing lender and the participant enter into a contract
providing that in return for the participant paying the existing lender an amount equal to
all or part of the principal amount of the Loan made by the existing lender to the
borrower ("the deposit"), the existing lender agrees to pay to the participant all or the
relevant share of principal and interest received by the existing lender from the borrower
in respect of that amount.
A funded participation agreement is made between the existing lender and the participant.
This creates new contractual rights between the existing lender and the participant which
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Risk Participation:
Risk participation is a form of participation which acts like a guarantee. The risk
participant will not immediately place any money with the existing lender, but will agree,
for a fee, to put the existing lender in funds in certain circumstances (typically on any
payment default by the borrower). Risk participation may be provided by a new lender as
an interim measure before it takes full transfer of a loan.
No borrower consent is required for either a Funded Participation or a Risk Participation,
so this process can be confidential. There is no direct contract between the new lender
and the borrower but the participant usually obtains rights of subrogation, therefore if the
participant has to pay after the borrower defaults, the participant gains the right to step
into the existing lender's shoes and pursue all remedies of the existing lender against the
borrower.
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ADVANTAGES:
Allows the borrower to access from a diverse group of financial institutions.
Borrowers can raise funds more cheaply in the syndicated loan market than by borrowing
the same amount of money through a series of bilateral loans. This cost saving increases
as the amount required rises.
DISADVANTAGES
Each bank needs to come to an understanding of the business and how its financial
activities are conducted.
A comfort level must be established on both sides of the transaction, which requires time
and effort.
Negotiating a document with one bank can take days. To negotiate documents with four
to five banks separately is a time-consuming, inefficient task.
Staggered maturities must be monitored and orchestrated.
Multiple lines require an inter-creditor agreement among the banks, which takes
additional time to negotiate.
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SECTION I
PUBLIC AND RIGHT ISSUE ANALYSIS
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Section II
Section II and III deal with the performance analysis of select Merchant Bankers. The
present section includes Activity based performance & section III devoted for operational
& financial performance of Merchant Bankers. Precisely, this section has been devided
inot two parts viz, Part A & Part B.
Part A covers the profile of the sample Merhcant Banking firms. Whereas, the activity
based i.e., firms role as a Merchant Banker, Bank, Lead Managers, Co-manager &
Underwriters performance in detail is covered in Part B.
Section III
The operational performance of select Merchant Bankers is classified into two parts. The
first Part A deals with Operational performance & Part b devoted for financial
performance of the selected Merchant Banking firms.
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PART A
OPERATIONAL PERFORMANCE
The operational performance, of selected Merchant Banker had been done based on the
selective indicators from the financial statement of respective Merchant Banks. The value
in real terms, percentages, and growth rate over the previous years have been calculated
and presented.
For comparative operational performance analysis average & growth rates have been
calculated.
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PART B
FINANCIAL PERFORMANCE
The financial performance analysis of merchant bankers has, mainly, based on select
Ratios & Indicators. These ratios & indicators have been calculated from the financial
statements of respective Merchant Banking firms. The selected financial performance
Indicators are EPS, DPS, DPR, ERR etc. Whereas the financial performance of these
Merchant banking firms are mainly based on Ratios
In order to evaluate the financial performance of Merchant Banking firms various ratios
(indicators) have been computed for the period under study. An obsolete figure does not
convey anything unless it is related with the other relevant figure. Ratios make a humble
attempt in this direction. Ratio is defined formally as, the indicated quotient of two
mathematical expressions. Ratios are one among the best known and most widely used
tools to financial analysis. An operational definition of a financial ratio is the relationship
between two financial values.
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Chapter-IV
Loan Syndication & Performance Evaluation
243
Q5. SEBIs regulation does not consider the financial performance of a company in
specifying the eligibility norms for a public issue.
True
False
Q6. (I) Banks are financial intermediaries that accept deposits and make loans.
(II) Included under the term banks are firms such as commercial banks, savings and
loan associations, mutual savings banks, credit unions, and insurance companies.
(I) is true, (II) false.
(I) is false, (II) true.
Both are true.
Both are false.
Q7. Banks, savings and loan associations, mutual savings banks, and credit unions
A) are no longer important players in financial intermediation.
B) have been providing services only to small depositors since deregulation.
C) have been adept at innovating in response to changes in the regulatory environment.
D) all of the above.
E) only (A) and (C) of the above.
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245
Answer Keys
Chapter 1
Q1. - b, Q2- a,Q3- b, Q4- d, Q5- b, Q6- d, Q7-d, Q8- a, Q9- c, Q10- d.
Chapter-2
Q1. - c, Q2- d, Q3- c, Q4- a, Q5- b, Q6- a, Q7-d, Q8- a, Q9- d, Q10- d.
Chapter 3
Q1- c, Q2-c, Q3- , Q4-a, Q5- b, Q6-d, Q7- a, Q8-b, Q9- d, Q10- a
Chapter-4
Q1. - b, Q2- d, Q3- d, Q4- d, Q5- b, Q6- a, Q7-c, Q8- d, Q9- d, Q10- b.
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REFERENCE BOOKS
1. E.Gordon, K.Natarajan, Emerging Scenario of Financial Services,
Himalaya Publishing House, Mumbai.
2. Mutual funds in India: Marketing strategies and investment practices,
H Sadhak.
3. Merchant Banking: Principles and Practice by H.R.Machiraju, New Age International
(P) Limited, New Delhi, 1995.
4. Merchant banking and financial services, S.Gurusamy, Thomson
South Western.
5. M.Y.Khan, Financial Services Tata McGraw Hill, 3rd Edition, 2005.
6. Machiraju, Indian Financial System Vikas Publishing House, 2nd
Edition, 2002.
7. J.C.Verma, A Manual of Merchant Banking, Bharath Publishing
House, New Delhi, 2001.
8. Sadhale H., Mutual Funds in India, Sage, New Delhi 1997.
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