Professional Documents
Culture Documents
Investment banking
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Front Office
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Back Office
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Functions of
Investment Banking
Mergers
and Acquisitions
Advisory services
Corporate
financing
research
Sales
and trading
Importance of
Investment Banking
1.Corporations- raising its capital. It facilitates the
trading of securities thereby, increasing the liquidity
of the securities.
2. For Individuals- It provides investment
opportunities to the individuals or entities.
3.Most of the corporations get advisory services from
the investment banks regarding the mergers,
acquisitions and divestiture.
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SBI was the first Indian public sector bank to set up its merchant
banking division in 1972.
This was followed by Bank of India, Central Bank of India, Bank
of Baroda and many more.
SBI Caps and IDBI Caps are two prime examples of merchant
banks in India today.
Currently, there are 136 merchant banks registered with SEBI.
Lastly, without holding a certific ate of registration granted by
the Securities and Exchange Board of India, no person can act
as a merchant banker.
distribution,
M&A,
brokerage,
investor
base
which
is
also
used
by
management,
wealth
management,
cash
Vendus Capital
Bajaj Capital
IDFC
Yes Bank
Fund Based
Underwriting
Market making
Bought out deals
Investment in
primary market
Support services
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Fund Based
Venture capital
Private equity
Asset management
Proprietary trading & dealing in
securities.
Merchant Banking
It is a non-baanking financial activity
A combination of Banking and consultancy services.
Consultancy means to provide advice, guidance and
service for a fee.
It helps a businessman to start a business.
It helps to raise (collect) finance.
It helps to expand and modernize or restructuring of a
business.
It helps to revive sick business units.
It also helps companies to register, buy and sell shares at
the stock exchange.
DEFINITION OF MB
According to the SEBI (Merchant Bankers)
Rules, 1992, A merchant banker has been
defined as any person who is engaged in the
business of issue management either by
making arrangements regarding selling,
buying or subscribing to securities or acting
as manager, consultant, adviser or rendering
corporate advisory services in relation to
such issue management.
Services of MB
Lead Manager
Lead managers are category 1
merchant banker appointed by the
company going public to manage the
IPO issue.
Maximum
Number Of
Lead Manager
1.
2.
3.
4.
5.
5 or more as
prescribed by
SEBI
ISSUE MANAGEMENT
Management of issues involves marketing of
corporate securities ieequity shares,
preference shares and debentures by offering
them to public.
Broadly divided into
Pre-issue activities:
Post-issue activities:
Pre-Issue Obligations
Appointment of lead merchant banker & exercise of due diligence by
him
Payment of requisite fee, along with draft offer document to be
paid/filed with the SEBI Board.
Documents to be submitted along with the Offer Document by the Lead
Manager
Memorandum of Understanding (MOU)
Inter-se Allocation of Responsibilities
Due Diligence Certificate
Certificates Signed by the Company Secretary or Chartered
Accountant, in Case of Listed Companies Making Further Issue of
Capital
Prescribed Undertaking regarding transactions in securities by the
`promoter' the 'promoter group' and the immediate relatives of the
`promoters during the period between the date of filing the offer
documents with the Registrar of Companies or Stock Exchange as
the case may be and the date of closure of the issue to be reported to
Stock Exchanges within 24 hours of such transactions
List of Promoters Group and other Details
Pre-Issue Obligations
1)Appointment of Intermediaries
I. Appointment of Merchant Bankers
II. Appointment of Co-managers
III. Appointment of Other Intermediaries: The issuer
is responsible to appoint the other intermediaries
(underwriters, other merchant bankers, Registrars,
Banker(s) to the issue etc. in consultation with the
Lead Merchant Banker
2)Underwriting: The Lead merchant banker shall
satisfy themselves about the ability of the
underwriters to discharge their underwriting
obligations.
3)Offer Document to be Made Public: The draft offer
document filed with the Board shall be made public
for a period of 21 days from the date of filing the offer
document with the Board.
Pre-Issue Obligations
1) No Complaints Certificate: To be filed by lead merchant
banker after a period of 21 days from the date the draft
offer document was made public,
2) Mandatory Collection Centres to be arranged
3) Authorised Collection Agents to be appointed
4) Advertisement for Rights Post Issues: Advertisement to
be released in case of a rights issue, giving the date of
completion of despatch of letters of offer,
5)Appointment of Compliance Officer
6)Abridged Prospectus
7)Agreements with depositories
8)Branding of securities
POST-ISSUE OBLIGATIONS
1)Post issue monitoring reports
A) Irrespective of the level of subscription, the
post-issue Lead Merchant Banker shall ensure
the submission of the post-issue monitoring
reports as per formats specified
B) These reports shall be submitted within 3
working days from the due dates.
C) Due diligence certificate to be submitted with the
final post issue monitoring report.
4) Underwriters
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the lead merchant banker shall satisfy himself that the
issue is fully subscribed before announcing closure of the
issue
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the lead merchant banker shall ensure that the
underwriters honour their commitment within 60 days
from the date of closure of the issue, In case there is a
devolvement on underwriters.
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The lead merchant banker shall furnish information in
respect of underwriters who failed to meet their
underwriting devolvements
5) Bankers to issue
The post-issue lead merchant banker shall
ensure that moneys received pursuant to
the issue are kept in a separate bank &
released by the said bank only after the
listing of the shares
6) Post issue advertisements
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Post- issue lead merchant banker shall ensure
that in all issues, advertisement giving details
relating to over subscription, basis on allotment,
number, value and percentage of application
received etc. is released within 10 days.
7) Basis of allotment
In a public issue of securities , the managing director
of stock exchange along with the lead merchant banker
and the registrar to an issue, shall ensure that basis of
allotments is finalised in a fair and proper manner
8) Proportionate-allotment Procedure
An allotment shall be made on a proportionate basis
within the specified categories . The proportionate
allotments of securities in an issue, that is
oversubscribed shall be subject to reservation for the
retail individual investors as described in the following:
Due Diligence
The term due diligence is used generally refer to the process
of investigating a companys business, legal and financial
affairs
So Due diligence is an investigation of a business or person
prior to signing a contract, or an act with a certain standard of
care.
Done by Underwriters to gain a clear understanding of the
issuer and its business, to assess the risks associated with the
proposed transaction and,perhaps most importantly, to confirm
the statements made in the offering document in order to avoid
liabilities
background
business
financial
accounting
legal
corporate governance, if appropriate
Regulatory Framework
Ministry
of
Finance
Ministry of
Corporate
Affairs
Ministry of
Commerce &
Industry
Department
of Economic
Affairs
FIPB
SEBI
Registrar of
Companies
Department of
Industrial
Policy &
Promotion
RBI
Slide 39
FIPB
Considers and approves foreign direct investment
proposals that do not fall under the automatic route for
foreign investment
Slide 40
Stock
Exchanges
Broker
Dealers
Clearing
Corporation
s
Merchant
Bankers
RBI
Depositories
Depository
Participants
Mutual
Funds
Banks
Registrar
& Transfer
Agents
Primary
Dealers
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stock broker" means a person having trading rights in any recognised stock
exchange and includes a trading member
sub-broker means any person not being a member of stock exchange who
acts on behalf of a stock broker as an agent or otherwise for assisting the
investors in buying, selling or dealing in securities through such stock brokers
Regulations to be a stock broker
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(a) No person shall act as a stock broker, unless he seeks a certificate of
registration from the Board for each stock exchange in which he seeks to
operate
l (b) has the necessary infrastructure like adequate office space, equipment
and man power to effectively dischargehis activities
l (c) has any past experience in the business of trading or dealing in securities,
as the case may be
l (d) has been subjected to disciplinary proceedings under the rules, and byelaws of a stock exchange, or enforcement action under securities laws, with
respect to his business as a stock-broker involving either himself or any of
his partners, directors or employees
Clearing Self
member clearing
member
networth deposit
networth deposit
networth deposit
Cash
Equity
3 cr
50 lacs
1 cr
50 lacs
1cr
10cr
50 lacs
5 cr
50 lacs
50 lacs
3cr
1 cr
Currenc
y Der
Debt
Clearing Member
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Clearing Members