1.Q: Explain the functions of Merchant Banking.

Functions

Merchant banking is a service oriented industry. Merchant banks all over the world carry
out the same set of services. Merchant banks in India carry out the following functions and
services specifically.

1. Corporate Counseling
2. Project counseling
3. Pre-investment Studies
4. Capital restructuring
5. Credit Syndication
6. Issue Management and underwriting
7. Portfolio Management
8. Working Capital Finance
9. Acceptance Credit and Bill discounting
10. Mergers, Amalgamations and Takeovers
11. Venture Capital
12. Lease Financing
13. Foreign Currency Finance
14. Fixed Deposit Broking
15. Mutual funds
16. Relief to Sick Industries
17. Project Appraisal

Each of these functions is detailed briefly below.

Corporate Counseling

The set of activities that is undertaken to ensure the efficient running of a corporate
enterprise is known as corporate counseling. It may include the rejuvenating of old line
companies and ailing units, and guiding the existing units in identifying the areas or
activities for growth and diversification. The merchant banker guides the clients on various
aspects like Locational factors, organizational size, operational scale, choice of product,
market survey, cost analysis, cost reduction, allocation of resources, investment decision,
capital management and expenditure contro, pricing, etc.

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 Following are the activities which form part of corporate counseling:

1. Providing guidance in areas of diversification based on the Government’s economic and

licensing policies.
2. Undertaking appraisal of product lines, analyzing their growth and profitability and
forecasting future trends.
3. Rejuvenating old-line companies and ailing sick and units by appraising their technology
and process assessing their requirements and restructuring their capital based.
4. Commissioning of diagnostic studies.
5. Assessment of the revival prospects and planning for rehabilitation through
modernization and diversification and revamping of the financial and organizational
structure.
6. Arranging for the approval of the financial institutions/banks for schemes of
rehabilitation involves financial relief, etc.
7. Providing assistance in getting soft loans from financial institutions for capital
expenditure, and the requisite credit facilities from the bank.
8. Monitoring of rehabilitation schemes.
9. Exploring possibilities for takeover of sick units and providing assistance in making
consequential arrangements and negotiations with financial institutions/banks and
other interests/authorities involved.

Project counseling

Project counseling relates to project counseling and is part of corporate counseling. The study
and analysis of the project viability and the steps required for its effective and efficient
implementation are broadly the subject matter of project counseling.

Following are the activities forming part of the Project counseling:

1. Undertaking the general review of the project ideas/project profile.

2. Providing advice on procedural aspects of project implementation.
3. Conducting review of technical feasibility of the project on the basis of the report
prepared by own exerts or by outside consultants.
4. Assisting in the selection of a Technical consultancy Organization (TCO) for preparing
project reports and market surveys, or review of the project report or market survey
reports prepared by TCO.
5. Assisting in the preparation of project report from a financial angle, and advising and
acting on various procedural steps including obtaining government consents for
implementation of the project.

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 6. Assisting in obtaining approvals/licenses/permissions/grants, etc from government
agencies in the form of letter of intent, industrial license, DGTD registration, and
government approval for foreign collaboration.
7. Providing guidance to Indian entrepreneurs for making investment in Indian project in
India and in Indian joint ventures overseas.
8. Identification of potential investment avenues.
9. Carrying out precise capital structuring and shaping the pattern of financing.
10. Arranging and negotiating foreign collaborations, amalgamations, mergers, and
takeovers.

Pre-Investment Studies

Pre-investment studies relate to the activities that are concerned with making a detailed
feasibility exploration to evaluate alternative avenues of capital investment in terms of growth
and profit prospects. Some of these activities are as follows:

1. Carrying out an in-depth investigation of environment and regulator factors, location of

raw material supplies, demand projections and financial requirements in order to assess
the financial and economic viability of a given project.
2. Helping the client in identifying and short-listing those projects which are built upon the
client’s inherent strength with a view to accentuate corporate profitability and growth
in the long run.

Capital Restructuring Services

Merchant bankers assist the corporate enterprise in structuring their capital in such a way that
it would minize the cost of capital and maximize its return on capital invested.

Following are the services covered:

1. Examining the capital structure of the client company to determine the extent of
capitalization required.
2. Preparing a comprehensive memorandum for the controller of Capital issues, and
securing consent where the capitalization takes place through issue of bonus shares.
3. Suggesting an alternative capital structure conforming to legal requirements, viz., extent
of capitalization on reserve and quantum of disinvestments by ‘offer for sale’ and/or
fresh issues of corporate securities such as equity share, and preference share in the
case of FERA/FEMA companies.

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 4. Preparing a memorandum covering valuation of shares and justifying the level of
premium applied for.

Credit Syndication

Credit syndication relates to activities connected with credit procurement and project financing,
aimed at raising Indian and foreign currency loans from banks and financial institutions, are
collectively known as ‘credit syndication’.

Activities covered under credit syndication are as follows:

1. Estimating the total cost of the project to be undertaken.

2. Drawing up a financing plan for the total project cost which conforms to the
requirements of the promoters and their collaborators, financial institutions and banks,
government agencies and underwriters.
3. Preparing loan application for financial assistance from term lenders/financial
institutions/banks, and monitoring their progress, including pre-sanction negotiations.
4. Selecting institutions and banks for participation for financing.

Credit syndication services overlap with the act ivies of project counseling and project finance.
But the loan syndication also incluses the preparation of applications for financial assistance
from financial institutions/banks.

Issue Management and Underwriting

Issue management and underwriting concerns with the activities relating to the management of
the public issues of corporate securities, viz. equity shares, preference shares, and debentures
of bonds, and are aimed at mobilization of money from the capital market.

Following are some of the popular services provided by merchant bankers in this regard:

1. Preparation of an action plant.

2. Preparation of budget for the local expenses for the issues.
3. Preparation of CCI application and assisting in obtaining consent/acknowledgement.
4. Drafting of prospectus
5. Selection of institutional and broker underwriters for syndicating/underwriting
arrangements.
6. Selection of issues Houses and advertising agencies for undertaking pre and post-issue
publicity.
7. Obtaining the approval of institutional underwriters and stock exchanges for publication
of the prospectus.

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Portfolio management is making decisions for the investment of cash resources of a corporate
enterprise in marketable securities by deciding the quantum, timing and the type of security to
be bough.

The services covered are as follows:

1. Undertaking investment in securities.

2. Undertaking investment for non-resident Indians, on both repatriation and non-
repatriation basis.
3. Undertaking review of Provident fund investment, Trust investment, etc.
4. Safe custody of securities in India and overseas.
5. Providing advice on selection of investments.
6. Carrying out a critical evaluation of investment portfolio.
7. Collecting and remitting interest and dividend on investment.

Working Capital Finance

The finance required for meeting the day-to-day expenses of an enterprise is known as
‘Working Capital finance’.

1. Assessment of working capital requirements.

2. Preparing the necessary application to negotiations for the sanction of appropriate
credit facilities.
3. Assisting, co-coordinating and expediting documentation and other formalities for
disbursement.
4. Advising on the issue of debentures for augmenting long-term requirements of working
capital.

Acceptance Credit and Bill discounting

Acceptance credit and bill discounting connotes the activities relating to the acceptance and the
discounting of bills of exchange, besides the advancement loans to business concerns on the
strength of such instruments, are collectively known as ‘Acceptance Credit and Bill of
discounting.

In order that the bill accepting and discounting takes place on sound lines, it is imperative that
the firm involved command a good reputation and financial standing.

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Merger and Acquisition

This is a specialized service provided by the merchant banker who arranges for negotiating
acquisitions and mergers by offering expert valuation regarding the quantum and the nature of
considerations, and other related matters.

The various functions that form part of this activity are as follows:

1. Undertaking management audit to identify areas of corporate strength and weakness in

order to help formulate guidelines and directions for future growth.
2. Conducting exploratory studies on a global basis to locate overseas markets, foreign
collaborations and prospective joint venture associates.
3. Obtaining approvals from shareholders, depositors, creditors, government, and other
authorities.
4. Monitoring the implementation of merger and amalgamation schemes.
5. Identifying organizations with matching characteristics.

Merchant bankers provide advice on acquisition propositions after careful examination of all
aspects, viz, financial statements, articles of associations, provisions of companies act, rules and
guidance of trade chambers, the issuing house associations, etc.

There are many reasons for the recent trend towards mergers and amalgamations, such as:

 Existence of excess unused manufacturing capacity of the purchasing company, which

can be utilized efficiently by taking over other units.
 Lack of manufacturing space with the purchase company. The best solution may be to
buy the controlling interest in another company having excessive manufacturing space
or capacity.

Venture Financing

Venture capital is the equity financing for high-risk and high-reward projects. The concept of
venture capital originated in the USA in the 1950s, when business magnates like Rockefeller
financed new technology companies. The concept became more popular during the sixties and
seventies, when several private enterprises undertook the financing of high-risk and high
reward projects.

Lease Financing

Leasing is an important alternative source of financing a capital outlay. It involves letting out
assets on lease for use by the lessee for a particular period of time.

Following are the important services provided in regard to leasing:

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 1. Providing advice on the viability of leasing as an alternative source for financing capital
investment projects.
2. Providing advice on the choice of a favorable rental structure.

In India, leasing is a non-banking financial activity. Commercial banks like State Bank of India
and Canara Bank also provide lease financing by forming subsidiaries under the amended
Banking Regulations Act of 1949.

Foreign Currency Financing

Foreign currency finance is the fund provided for foreign trade transactions. It may take the
form of export-import trade finance, euro currency loans. Indian joint venture abroad or
foreign collaborations. The main areas that are covered in this type of merchant activity are as
follows:

1. Providing assistance for carrying out the study of turnkey and construction contract
projects.
2. Providing assistance in applications to working groups, liaison with RBI, ECGD and other
institutions.
3. Providing assistance in opening and operating banks accounts abroad.
4. Providing assistance in obtaining export credit facilities from the EXIM bank for export of
capital goods, and arranging for the necessary government approvals and clearance.
5. Providing guidance on forward cover for exchange risk.
6. Assisting in arranging foreign currency guarantees and performance bonds for
exporters.

Forms of Foreign Currency Loans

The various types of foreign currency loans are:

a) Euro-currency Loans
b) Financing Indian Joint Ventures abroad through:
1. Advice on the nature of client’s investment.
2. Financial structuring of the project
3. Syndication of Euro loans
4. Bank guarantees
5. Procuring euro-currency facilities in the form of management and syndication of Euro-
currency loans, bonds, floating Rate Notes (FRNs), floating Rate Certificates of Deposits
(FRCDs), US commercial papers, with the assistance of International Treasury
Management Limited (ITM).
6. Providing advice on currency swaps and interest rate swaps.

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 7. Arranging deferred term export finance to Indian entrepreneurs by maintaining a quick
liaison with the export country’s Export Credit Agencies who offer fixed rate finance at
concessionary interest rates, in particular export credit agencies in the UK (ECGD), USA
(EXIM Bank), Japan, Italy, Norway, East Germany (HERMES), and who enjoy lines of
credit from France (COFACE), Korea, Spain, Austria, Canada, Denmark, and India.
c) Providing assistance in foreign collaborations through:
1. Helping locate foreign collaboration and joint venture partners abroad.
2. Providing advice on local laws, product risk, government regulations regarding
shareholdings, exchange restrictions, taxation, dividends, incentives and subsidies,
etc.

Brokering Fixed Deposits

Following are the services rendered by merchant bankers in this regard:

1. Computation of the amount that could be raised by a company in the form of deposits
from the public and loans from shareholders.
2. Drafting of advertisement for inviting deposits.
3. Filing a copy of advertisement with the Registrar of Companies for registration.
4. Making arrangement for payment of interest amounts.
5. Providing advice to the company on the terms and conditions of fixed deposits, and
deciding on the appropriate rate of interest, keeping in view the prevailing capital and
money market conditions.
6. Helping the company of observe all the rules and regulation in the connection.

Mutual Funds

Mutual funds are institutions that mobilize the savings of innumerable investors for the
purpose of channeling them into productive investments in a wide variety of corporate and
other securities.

Some of the services rendered by mutual funds are as follows:

1. Mopping up public savings.

2. Investing the funds in a diversified portfolio of shares and debentures belonging to well
managed and growing companies.
3. Earning investors a steady return on investments with an assurance of capital
appreciation.

Relief to Sick Industries

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Merchant bankers extend the following services as part of providing relief to sick industries:

1. Rejuvenating old-lines and ailing units by appraising their technology and process,
assessing their requirements and restructuring their capital base.
2. Evolving rehabilitation packages which are acceptable to financial institutions and
banks.
3. Exploring the possibilities of mergers/amalgamations, wherever called for.

Project Appraisal

The evaluation of industrial projects in terms of alternative variants in technology, raw

materials, production capacity and location of plant is known as ‘Project Appraisal’.

Financial appraisal

Financial appraisal involves assessing the feasibility of a new proposal for setting up a new
project or the expansion of existing production facilities.

Financial appraisal is undertaken through an analysis which takes into account the financial
features of a project, including sources of financing. Financial analysis helps trace the smooth
operation of the project over its entire life cycle.

Technical Appraisal

Technical appraisal is primarily concerned with the project concept in terms of technology,
design, scope and content of the plant, as well as inputs are infrastructure facilities envisaged
for the project, Basically, the project should be able to deliver a marketable product fro the
resources deployed, a t a cost which would leave a margin that would be adequate to service
the investment, and also plough back a reasonable amount into the project to enable the
enterprise to consolidate its positions.

Economic Appraisal

Economic appraisal of a project deals with the impact of the project on economic aggregates.
These may be classified under two broad categories. The first deals with the effect of the
project on employment and foreign exchange, and the second deals with the impact of the
project on net social benefits or welfare. *************

2.Q:Briefly explain the regulator framework on merchant banking

Introduction

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According to the SEBI,” merchant banker” means any person who is engaged in the business of
issue management either by making arrangements regarding selling, buying or subscribing to
securities as manager, consultant adviser or rendering corporate advisory service in relation to
such issue management.

The SEBI has brought about a number of regulative measures for the purpose of disciplining the
functioning of the merchant bankers in India. The objective is to usher in an era of regulated
financial markets and thereby pave way for the development of the capital market in India. The
measures were introduced by the SEBI in the year 1992 . The measures were revised by SEBI in
1997. The salient features of the regulative framework of merchant banking in India are
described below:

SEBI Regulations

1. Registration of Merchant Bankers

The relevant guidelines with regard to the registration of merchant bankers are as follows:

Application for Grant of Certificate

An application by a person for grant of a certificate shall be made to the Board in Form A.
The application shall be made for anyone of the following categories of the merchant
banker namely:

1. Category I, to carry on any activity of the issue management, which will inter-alia consist
of prepared of prospectus and other information relating to the issue, determining
financial structure, tie-up of financiers and final allotment and refund of the
subscription; and to act as adviser, consultant, manage underwriter, portfolio manager.
2. Category II, to act as adviser, consultant, co-manager, underwriter, portfolio manager.
3. Category III, to act as underwriter, adviser, consultant to an issue.
4. Category Iv, to act only as adviser or consultant to an issue.

With effect from 9th December, 1997, an application can be made only for carrying on the
activities mentioned in category I. An applicant can carry on the activity as underwriter only if
he obtains separate certificate of registration under the provisions of Securities and Exchange
Board of India (Underwriting Regulations, 1993), and as portfolio manager only if he obtains
separate certificate of registration under the provisions of Securities and Exchange Board of
India (portfolio Manager) Regulations, 1993.

Conformance to Requirements

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Subject to the provisions of the regulations, any application, which is not complete in all
respects and does not conform to the instructions specified in the form, shall be rejected.

Furnishing of Information

The Board may require the applicant to furnish further information or clarification regarding
matters relevant to the activity of a merchant banker for the purpose of disposal of the
application.

Consideration of Application

The Board shall take into account for considering the grant of a certificate, all maters, which are
relevant to the activities relating to merchant banker and in particular whether the applicant
complied with the following requirement.

1. That the applicant shall be a body corporate other than a non-banking financial
company as defined under clause (f) of section 45-I of the Reserve Bank of India Act, (2
of 1934) as amended from time to time;
2. That the merchant banker who has been granted registration by the Reserve Bank of
India to act as a 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 the applicant fulfils the capital adequacy requirement as specified in the relevant;
6. That the applicant is a fit and proper person; and
7. That the grant of certificate to the applicant is in the interest of investors.

Capital Adequacy Requirement

According to the regulations, the capital adequacy requirement shall not be less than the net
worth of the person making the application for grant of registration.

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Procedure for Registration

The Board on being satisfied that the applicant is eligible shall grant a certificate in Form B. On
the grant of certificate the applicant shall be liable to pay the fees in accordance with Schedule
II.

Renewal of Certificate

Three months before expiry of the period of certificate, the merchant banker, may if he so
desires, 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. On the grant
of a certificate the applicant shall be liable to pay the fees in accordance with Schedule II.

Procedure where registration is not granted

Where an application for grant of a certificate under regulation 3 or of renewal under

regulation 9, does not satisfy the criteria set out in regulation 6, the Board may reject the
application after giving an opportunity being heard. The refusal to grant registration shall be
communicated by the Board within thirty days of such refusal to the applicant stating therein
the grounds on which the application has been rejected.

************

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3.Q:Explain the activities involved in Public Issue Management

Activities involved in Public Issue Management

There are several activities that have to be performed by the issue manager in order to raise
money from the capital market. Adequate planning needs to be done while chalking out an
appropriate marketing strategy. The various activities involved in raising funds from the capital
markets are described below:

Pre-issue Activities

1. Signing of Memorandum of Understanding (MOU): Signing of MOU between the

client company and the merchant banker-issue management activities, marks the
award of the contract. The role and responsibility of the merchant banker as against
the issuing company are clearly spelt out in the MOU.
2. Obtaining appraisal note: An appraisal note containing the details of the proposed
capital outlay of the project and the sources of funding is either prepared in-house or is
obtained from external appraising agencies, viz, financial institutions/banks, etc.
3. Optimum capital structure: The level of capital that would maximize the shareholders
vale and minimize the overall cost of capital has to be determined.
4. Convening Meeting: A meeting of the Board of Directors of the issuing company is
convened. This is followed by an EGM of its members.
5. Appointment of financial intermediary: Financial intermediaries such as Underwriters,
registrars, etc have to be appointed. Necessary contracts need to be made with the
underwriter to ensure due subscription to the offer. Similar contracts, when entered
into with the Registrars to an issued, will help in share allotment related work.
6. Preparing documents: As part of the issue management procedure, the documents to
be prepared are initial listing application for submission to those stock exchanges
where the issuing company intends to get its securities listed, MoU with the registrar,
with bankers to the issue, with advisors to the issue and co-managers to the issue,
agreement for purchase or properties, etc.
7. Due diligence certificate: The lead manager issues a ‘due diligence certificate’ which
certifies that the company has scrupulously following all legal requirements, has
exercised utmost care while preparing the offer document and has made a true, fair
and adequate disclosure in the draft offer document.
8. Submission of offer document: The draft offer document along with the due diligence
certificate is filed with SEBI. The SEBI, in turn, makes necessary corrections in the offer
document and returns the same with relevant observations, if any, within 21 days from
the receipt of the offer document.

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 9. Finalization of collection centers: In order to collect the issue application forms from
the prospective investors, the lead manager finalizes the collection centers.
10. Filing with RoC: The offer document, completed in all respects after incorporating SEBI
observations, is filed with Registrar of Companies (RoC) to obtain acknowledgement.
11. Launching the issue: The process of marketing the issue starts once the legal
formalities are completed and statutory permission for issue of capital is obtained. The
lead manager has to arrange for the distribution of public issue stationery to various
collecting banks, brokers, investors, etc. the issue is opened for public immediately
after obtaining the observation letter from SEBI, which is valid for a period of 365 days
from the date of issue.
12. Promoters’ contribution: a certificate to the effect that the required contribution of
the promoters has been raised before opening of the issue, has to be obtained from a
Chartered Accountant, and duly filed with SEBI.
13. Issue closure: An announcement regarding the closure of the issue should be made in
the newspapers.

***************

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4Q:Explain the different methods of marketing securities

Methods of Marketing Securities

Following are the various methods being adopted by corporate entities for marketing the
securities in the New Issue Market:

1. Pure Prospectus Method

2. Offer for Sale Method
3. Private Placement Method
4. Initial public Offers (IPOs) Method
5. Rights Issue Method
6. Bonus Issue Method
7. Book-building Method
8. Stock Option Method and
9. Bought-out Deals Method

Pure prospectus Method

Meaning

The method whereby a corporate enterprise mops up capital funds from the general public by
means of an issue of a prospectus, is called ‘Pure Prospectus Method’. It is the most popular
method of making public issue of securities by corporate enterprises.

Features

Exclusive subscription: Under this method, the new issues of a company are offered for
exclusive subscription of the general public.

Issue Price: Direct officer is made by the issuing company to the general public to subscribe to
the securities as a stated price.

Underwriting: Public issue through the ‘pure prospectus method’ is usually underwritten. This
is to safeguard the interest of the issuer in the event of an unsatisfactory response from the
public.

Prospectus: A document that contains information relating to the various aspects of the issuing
company, besides other details of the issue is called a ‘Prospectus’. The document is circulated
to the public. The general details include the company’s name and address of its registered
office, the names and addresses of the company’s promoters, manager, managing director,
directors, company secretary, legal adviser, auditors, bankers, brokers, etc.

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Advantages

The pure prospectus method offers the following advantages to the issuer and the investors
alike:

Benefits to investors: The pure prospectus method of marketing the securities serves as an
excellent mode of disclosure of all the information pertaining to the issue. Besides, it also
facilitates satisfactory compliance with the legal requirements of transparency, etc.

Benefits to issuers: The pure prospectus method is the most popular method among the larger
issuers. In addition, it provides for wide diffusion of ownership of securities contributing to
reduction in the concentration of economic and social power.

Drawbacks

The raising of capital through the pure prospectus method is fraught with a number of
drawbacks as specified below:

High issue costs: A major drawback of this method is that it is an expensive mode of raising
funds from the capital market. Costs of various hues are incurred in mobilizing capital.

Time Consuming: The issue of securities through prospectus takes more time, as its requires
the due compliance with various formalities before an issue could take place.

Offer for Sale Method

Meaning

Where the marketing of securities takes place through intermediaries, such as issue houses,
stockholders and others, it is a case of ‘Offer for sale Method’.

Features

Under this method, the sale of securities takes place in two stages. Accordingly, in the first
stage, the issuer company makes an en-block sale of securities to intermediaries such as the
issue houses and share brokers of an agreed price. Under the second stage, the securities are
re-sold to ultimate investors at a market-related price.

The issue is also underwritten to ensure total subscription of the issue. The biggest advantage
of this method is that it saves the issuing company the hassles involved in selling the shares to
the public directly through prospectus.

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Private Placement Method

Meaning

A method of marketing of securities whereby the issuer makes the offer of sale of individuals
and institutions privately without the issue of a prospectus is known as ‘Private Placement
Method.’

Features

Under this method, securities are offered directly to large buyers with the help of share
brokers. This method works in a manner similar to the ‘Offer for Sale Method’ whereby
securities are first sold to intermediaries such as issues houses, etc.

Advantages

Private placement of securities offers the following advantages:

1. Less expensive as various types of costs associated with the issue are borne by the issue
houses and other intermediaries.
2. Placement of securities suits the requirements of small companies.
3. The method is also resorted to when the stock market is dull and the public response to
the issue is doubtful.

Disadvantages

The major weaknesses of the private placement of securities are as follows:

1. Concentration of securities in a few hands.

2. Creating artificial scarcity for the securities thus jacking up the prices temporarily and
misleading general public.
3. Depriving the common investors of an opportunity to subscribe to the issue, thus
affecting their confidence levels.

Initial Public Offer (IPO) Method

The public issue made by a corporate entity for the first time in its life is called ‘Initial public
Offer’ (IPO), Under this method of marketing, securities are issue to successful applicants on the
basis of the orders placed by them, through their brokers.

When a company whose stock is not publicly traded wants to offer that stock to the general
public, it takes the form of ‘Initial public offer’. The job of selling the stock is entrusted to a
popular intermediary, the underwriter. The underwriters charge a fee for their services.

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Stocks are issued to the underwriter after the issue of prospectus which provides details of
financial and business information as regards the issuer.

The issuer and the underwriting syndicate jointly determine the price of a new issue. IPO stock
at the release price is usually not available to most of the public. Good relationship between,
the broker and the investor is a pre-requisite for the stock being acquired.

Full disclosure of all material information in connection with the offering of new securities must
be made as part of the new offerings. A statement and preliminary prospectus (also known as a
red herring) containing the following information is to be filled with the Registrar of Companies:

1. A description of the issuer’s business.

2. The names and addresses of the Key company officers, with salary and a 5 year business
history on each.
3. The amount of ownership of the key officers
4. Any legal proceedings that the company is involved in

The essential steps involved in this method of marketing of securities are as follows:

1. Order: Broker receives order from the client and places orders on behalf of the client
with the issuer.
2. Share Allocation: The issuer finalizes share allocation and informs the broker regarding
the same.
3. The Client: The broker advises the successful clients of the share allocation. Clients
then submit the application forms for shares and make payment to the issuer through
the broker.
4. Primary issue account: The issuer opens a separate escrow account (primary issue
account) for the primary market issue. The clearing house of the exchange debits the
primary issue account of the broker and credits the issuer’s account.
5. Certificates: Certificates are then delivered to investors. Otherwise depository account
may be credited.

Rights issue Method

Where the shares of an existing company are offered to its existing shareholders. It takes the
form of rights issue. Under this method, the existing company issues shares to its existing
shareholder sin proportion in the number of shares already held by them.

The relevant guidelines issued by the SEBI in this regard are as follows:

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 1. Shall be issued only by listed companies.
2. Announcement regarding rights issue once made, shall not be withdrawn and where
withdrawn, no security shall be eligible for listing upto 12 months.
3. Underwriting as to rights issue is optional and appointment of Registrar is compulsory.
4. Appointment of category I Merchant Bankers holding a certificate of registration issued
by SEBI shall be compulsory.
5. Rights share shall be issued only in respect of fully paid share.
6. Letter of Offer shall contain disclosures as per SEBI requirements.
7. Issue shall be kept open for a minimum period of 30 days and for a maximum period of
60 days.
8. A ‘No complaints Certificate’ is to be filed by the Legal Merchant Banker’ with the SEBI
after 21 days from the date of issue of the document.
9. Obligatory for a company where increase in subscribed capital is necessary after two
years of its formation of after one year of its first issue of shares, whichever is earlier
(this requirement may be dispensed with by a special resolution).

Advantages

Rights issue offers the following advantages

1. Economy: Rights issue constitutes the most economical method of raising fresh capital,
as it involves no underwriting and brokerage costs.
2. Easy: The issue management procedures connected with the rights issue are easier as
only a limited number of applications are to be handled.
3. Advantage to shareholders: Issue of rights shares does not involve any dilution of
ownership of existing shareholders.

Drawbacks

The method suffers from the following limitations:

1. Restrictive: The facility of rights issue is available only to existing companies and not to
new companies.
2. Against society: the issue of rights shares runs counter to the overall societal
consideration of diffusion of share ownership for promoting dispersal of wealth and
economic power.

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Bonus Issues Method

Where the accumulated reserves and surplus of profits of a company are converted into paid
up capital, it takes the form of issue of bonus shares. It merely implied capitalization of existing
reserves and surplus of a company.

Issue under Section 205 (3) of the companies Act, such shares is governed by the guidelines
issued by the SEBI (applicable of listed companies only) as follows:

SEBI Guidelines

Following are the guidelines pertaining to the issue of bonus shares by a listed corporate
enterprise:

1. Reservation: In respect of FCDs and PCDs, bonus shares must be reserved in proportion
to such convertible part of FCDs and PCDs. The shares so reserved may be issued at the
time of conversion(s) of such debentures on the same terms on which the bonus issues
were made.
2. Reserves: the bonus issue shall be made out of free reserves built out of the genuine
profits or share premium collected in cash only.
3. Dividend mode: the declaration of bonus issue, in lieu of dividend, is not made.
4. Fully paid: The bonus issue is not made unless the partly paid shares, if any are made
fully paid-up.
5. No default: The Company has not defaulted in payment of interest or principal in
respect of fixed deposits and interest on existing debentures or principal on redemption
thereof and has sufficient reason to believe that it has not defaulted in respect of the
payment of statutory dues of the employees such as contribution to provident fund,
gratuity, bonus, etc.
6. Implementation: A company that announces its bonus issue after the approval of the
Board of Directors must implement the proposal within a period of 6 months from the
date of such approval and shall not have the option of changing the decision.
7. The articles: The articles of Association of the company shall contain a provision for
capitalization of reserves, etc. if there is no such provision in the articles, the company
shall pass a resolution at is general body meeting making provision in the Articles of
Association for capitalization.
8. Resolution: consequent to the issue of bonus shares if the subscribed and paid-up
capital exceeds the authorized share capital, the company at its general body meeting
for increasing the authorized capital shall pass a resolution.

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Book-building Method

A method of marketing the shares of a company whereby the quantum and the price of the
securities to be issued will be decided on the basis of the ‘bids’ received from the prospective
shareholders by the lead merchant bankers is known as ‘book-building method’.

The option of book-building is available to all body corporate, which are otherwise eligible to
make an issue of capital of the public. The initial minimum size of issue through book-building
route was fixed at Rs.100 crores.

The book-building process involves the following steps:

1. Appointment of book-runners: the first step in the book-building is the appointment

by the issuer company, of the book-runner, chosen from one of the lead merchant
bankers. The book-runner in the forms a syndicate for the book building. A syndicate
member should be a member of National Stock Exchange (NSE) or Over-the-Counter
Exchange of India (OTCEI). Offers of ‘bids’ are to be made by investors to the syndicate
members, who register the demands of investors.
2. Drafting prospectus: The draft prospectus containing all the information except the
information regarding the price at which the securities are offered is to be filed with
SEBI as per the prevailing SEBI guidelines. The offer of securities through this process
must separately be disclosed in the prospectus, under the caption ‘placement portion
category’.
3. Circulating draft prospectus: A copy of the draft prospectus filed with SEBI is to be
circulated by the book-runner to the prospective institutional buyers who are eligible
for firm allotment and also to the intermediaries who are eligible to act as
underwriters.
4. Maintain offer records: The book-runner maintain a record to the offers received.
Details such as the name and the number of securities ordered together with the price
at which each institutional buyer or underwriter is willing to subscribed to securities
under the placement portion must find place in the record. SEBI has the right to
inspect such records.
5. Intimation about aggregate orders: The underwriters and the institutional investors
shall give intimation on the aggregate of the offers received to the book-runner.
6. Bid analysis: The bid analysis is carried out by the book-runner immediately after the
closure of the bid offer date. An appropriate final price is arrived at after a careful
evaluation of demands at various prices and the quantity.
7. Mandatory underwriting: Where it has been decided to make offers of shares to
public under the category of ‘Net offer of the Public’, it is incumbent that the entire
portion offered to the public is fully underwritten.

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 8. Filling with ROC: A copy of the prospectus as certified by the SEBI shall be filed with
the Registrar of Companies within two days of the receipt of the acknowledgement
card from the SEBI.
9. Bank accounts: The issuer company has to open two separate accounts for collection
of application money, one for the private placement portion and the other for the
public subscription.
10. Collection of completed applications: The book-runner collects from the institutional
buyers and the underwriters the application forms along with the application money to
the extent of the securities proposed to be allotted to them or subscribed by them.
11. Allotment of securities: Allotment for the private placement portion may be made on
the second day from the closure of the issue. The issuer company, however, has the
option to choose one date for both the placement portion and the public portion.
12. Payment schedule and listing: The book-runner may require the underwriters to the
‘net offer to the public’ to pay in advance all moneys required to be paid in respect of
their underwriting commitment by the eleventh day of the closure of the issue.
13. Under-subscription: In the case of under-subscription in the ‘net offer to the public’
category, any spillover to the extent of under subscription is to be permitted from the
‘placement portion’ category subject to the condition that preference is given to the
individual investors.

Advantages of book-building

Book building process is of immense use in the following ways:

1. Reduction in the duration between allotment and listing

2. Reliable allotment procedure
3. Quick listing in stock exchanges possible
4. No price manipulation as the price is determined on the basis of the bids received.

Stock Option or employees Stock Option Scheme (ESOP)

A method of marketing the securities of a company whereby its employees are encouraged to
take up shares and subscribe to it is know as ‘stock option’. It is a voluntary scheme on the part
of the company to encourage employees’ participation in the company. The scheme also offers
an incentive to the employees to stay in the company.

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SEBI Guidelines

Company whose securities are listed on any stock exchange can introduce the scheme of
employees stock option. The offer can be made subject to the conditions specified below:

1. Issue at discount: Issue of stock options at a discount to the market price would be
regarded as another form of employee compensation and would be treated as such in
the financial statements of the company regardless the quantum of discount on the
exercise price of the option.
2. Approval: The issue of ESOP’s is subject to the approval by the shareholders through a
special resolution.
3. Maximum limit: There would be no restriction on the maximum number of shares to be
issued to a single employee.
4. Minimum period: A minimum period of one year between grant of options and its
vesting has been prescribed. After one year, the company would determine the period
during which the option can be exercised.
5. Superintendence: The operation of the ESOP Scheme would have to be under the
superintendence and direction of a Compensation Committee of the Board of Directors
in which there would be a majority of independent directors.
6. Eligibility: ESOP scheme is open to all permanent employees and to the directors of the
company but not to promoters and large shareholders.
7. Director’s report: The Director’s report shall make a disclosure of the following:

a. Total number of shares as approved the shareholders

b. The pricing formula adopted
c. Details as to options grated, options vested, options exercised and options forfeited,
extinguishments or modification of options, money realized by exercise of options,
total number of options in force, employee-wise details of options granted to senior
managerial personnel and to any other employee who received a grant in anyone
year of options amounting to 5 percent or more of options granted during that year.
d. Fully diluted EPS computed in accordance with the IAS
8. IPO: SEBI’s stipulations prohibiting initial public offerings by companies having
outstanding options should not apply to ESOP.

Stock Option Norms for Software Companies

The relevant guidelines issued by the SEBI as regards ‘employees stock option’ for software
companies are as follows:

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 1. Minimum issue: A minimum issue of 10 percent of its paid-up capital can be made by a
software company which has already floated American Depository Receipts (ADRs) and
Global Depository Receipts (GDRs) or a company which is proposing to float these is
entitled to issue ADR/GDR linked stock options to its employees.
2. Mode of Issue: Listed stock options can be issued in foreign currency convertible bonds
and ordinary shares (through depository receipt mechanism) to the employees of
subsidiaries of Info Tech Companies.
3. Permanent employees: Indian IT companies can issue ADR/GDR linked stock options to
permanent employees, including Indian and overseas directors, of their subsidiary
companies incorporated in India or outside.
4. Pricing: The pricing provisions of SEBI’s preferential allotment guidelines would not
cover the scheme. The purpose is to be enable the companies to issue stock options to
its employees at a discount to the market price which serves as another form of
compensation.
5. Approval: Shareholders’ approval through a special resolution is necessary for issuing
the ESOPs. A minimum period of one year between grant of option and its vesting has
been prescribed. After one year, the company would determine the period in which
option can be exercised.

Bought-out Deals

Meaning

A method for marketing of securities of a body corporate whereby the promoters of an unlisted
company make an outright sale of a chunk of equity shares to a single sponsor or the lead
sponsor is known as ‘bought-out deals’.

Features

1. Parties: There are three parties involved in the bought-out deals. They are promoters
of the company sponsors and co-sponsors who are generally merchant bankers and
investors.
2. Outright Sale: Under this arrangement, there is an outright sale of a chunk of equity
shares to a single sponsor or the lead sponsor.
3. Syndicate: Sponsor forms a syndicate with other merchant bankers for meeting the
resource requirements and for distributing the risk.
4. Sale price: The sale price is finalized through negotiations between the issuing company
and the purchaser, the sale being influenced by such factors as project evaluation,
promoters image and reputation, current market sentiments, prospects of off-loading
these shares at a future date, etc.

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 5. Listing: The investor-sponsor make a profit, when at a future date, the shares get listed
and higher prices prevail. Listing generally takes place at a time when the company is
performing well in terms of higher profits and larger cash generations from projects.
6. OTCEI: Sale of these share at Over-the-Counter Exchange of India (OTCEI) or at a
recognized stock exchanges, the time of listing these securities and off-loading them
simultaneously are being generally decided in advance.

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5.Q:Explain briefly the mechanism of underwriting

Benefits/Functions

The financial service of ‘underwriting’ is found advantageous for the issuers and the public
alike. The function and the role of underwriting firms is given below:

Adequate Funds

Underwriting being a kind of a guarantee for subscription of a public issue of securities enables
a company to raise the necessary capital funds. By undertaking to take up the whole issue, or
the remaining shares not subscribed by the public, it helps a company to undertake project
investments with the assurance of adequate capital funds. Underwriting agreement assures
the company of the required funds within a reasonable or agreed time.

Expert Advice

Underwriters of repute often help the company by providing advice on matter pertaining to the
soundness of the proposed plan etc. thus enabling the company in avoid certain pitfalls. It is
therefore, possible for an issuing company to obtain the benefit of expert advice through
underwriting before entering into a n agreement.

Enhanced Goodwill

The fact that the issues of securities of a firm are underwritten would help the firm achieve a
successful subscription of securities by the public. This is because, intermediaries, of financial
integrity and established reputation usually do they. Such an activity, therefore, helps enhance
the goodwill of the issuing company.

Assurance to investors

Under writers, before underwriting the issue, satisfy themselves with the financial integrity of
the Issuer Company and viability of the plan. The underwriting firms assure this way, the
soundness of the company the investors are, therefore, assured of having low risk when they
buy shares or debentures which have been underwritten by them. There firm commitment
towards fulfilling their underwriting obligations helps creates confidence in the minds of the
investing public about the company.

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Better Marketing

Underwriters ensure efficient and successful marketing of the securities of the firm through
their network arrangements with other underwriters and brokers at national and global level.

Benefits to Buyers

Underwriters are very useful to the buyers of securities due to their ability to give expert
regarding the safety of the investment and the soundness of companies. The information and
the expert opinion published by them in various newspapers and journals are also helpful.

Price Stability

Underwriters provide stability to the price of securities by purchasing and selling various
securities. This ultimately benefits the stock market.

Indian Scenario

Underwriting, as an important type of financial service, became popular in the Indian capital
market only recently. It made its beginning in 1912 when M/s. Batliwala and Karni underwrote
the shares of the Central India Spinning and Weaving Co. Ltd. Underwriting, on a substantial
scale, started in the Indian Capital market only after World War I. The Tatas started the first
underwriting business in India in 1937, with the setting up of the ‘Investment Corporation of
India ltd.’

Underwriting gained momentum and popularity after January 1955, with the setting up of he
Industrial Credit and Investment Corporation of India (ICICI). Later, other development financial
institutions such as Life Insurance Corporation of India, Industrial Development Bank of India
(IDBI) and Unit Trust of India (UTI) started taking an active part in the underwriting of new
issues, with IDBI being one of the largest.

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6.Q:Explain the different types of capital market instruments

Introduction

Indian capital market has been experiencing metamorphic changes in the last decade, thanks to
a host of measures of liberalization, globalization, and privatization that have been initiated by
the Government. Pronounced changes have occurred in the realm of industrial policy, licensing
policy, financial services industry, interest rates, etc. As a result of these changes, the financial
services industry has come to introduce a number of instruments with a view to facilitate
borrowing and lending of money of money in the capital market by the participants.

Types

Financial instruments that are used for raising capital resources in the capital market are know
as ‘Capital Market Instruments’,

The various capital market instruments used by corporate entities for raising resources are as
follows:

1. Preference shares
2. Equity shares
3. Non-voting equity shares
4. Cumulative convertible preference shares
5. Company fixed deposits
6. Warrants
7. Debentures and Bonds

Preference Shares

Meaning

Shares that carry preferential rights in comparison with ordinary shares are called ‘Preference
Shares’. The preferential rights are the rights regarding payment of dividend and the
distribution of the assets of he company in the event of its winding up, in preference to equity
shares.

Types

1. Cumulative preference share where the arrears of dividends in times of no and/or lean
profits can accumulated and paid in the year in which the company earns good profits.

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 2. Non cumulative preference shares Shares where the carry forward of the arrears of
dividends is not possible.
3. Participating preference shares Shares that enjoy the right to participate in surplus
profits or surplus assets on the liquidation of a company or in the both, if the Articles of
Association provides for its.
4. Redeemable preference shares Shares that are to be repaid at the end of the term of
issue. The maximum period of a redemption being 20 years with effect from 1.3.1997
under the Companies Amendment Act, 1996.
5. Preference shares with warrants attached The attached warrants entitle the holder to
apply for equity shares for cash, at a ‘premium’, at any time, in one or more stages
between the third and fifth year from the date of allotment.

Equity Shares

Meaning

Equity shares, also known as ‘ordinary shares’ are the shares held by the owners of a corporate
entity.

Features

Since equity shareholders face greater risks and have no specific preferential rights, they are
given larger share in profits through higher dividends than those given to preference
shareholders, provided the company’ performance is excellent.

A strikingly noteworthy feature of equity shares is that holders of these shares enjoy substantial
rights in the corporate democracy, namely the rights to approve the company’s annual
accounts, declaration of dividend enhancement of managerial remuneration in excess of
specified limits and fixing the terms of appointment and election of directors, appointment of
auditors and fixing of their remuneration.

Equity shares in the hands of shareholders are mainly reckoned for determining the
management’s control over the company. Where shareholders are widely disbursed, it is
possible for the management to retain the control, as it is not possible for all the shareholders
to attend the company’s meeting in full strength.

Equity shareholders represent proportionate ownership in a company. They have residual

claims on the assets and profits of the company. They have unlimited potential for dividend
payments and price appreciation in comparison to the owners of debentures and preference
shares who enjoy just a fixed assured return in the form of interest and dividend.

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Voting rights are granted under the Companies Act (Sections 87 to 89) wherein each
shareholder is eligible for votes proportionate to the number of shares held or the amount of
stock owned.

Capital

Equity shares are of different types. The maximum values of shares as specified in the
Memorandum of Association of the company is called the authorized or registered or nominal
capital. Issued capital is the nominal value of shares offered for public subscription.

Par Value and Book Value

The face value of a share is called its Par value. Although shares can be sold below the par
value, it is possible that shares can be issued below the par value. The financial institutions that
convert their unpaid principal and interest into equity in sick companies are compelled to do it
at a minimum of Rs.10 because of the par value concept even though the market price might be
much less than Rs.10.

Par value is of use to the regulatory agency and the stock exchange. It can be used to control
the number of shares that can be issued by the company. The par value of Rs.10 per shares
serves as a floor price for issue of shares.

Cash Dividends

These are dividends paid in cash; a stable payment of cash dividend is the hallmark of stability
of shares prices.

Stock dividends

These are the dividends distributed as shares and issued by capitalizing shares reserves. While
net worth remains the same in the balance sheet, its distribution between shares and surplus is
altered.

Non Voting Equity Shares

Consequent to the recommendations of the ‘Abid Hussain Committee’ and subsequent to the
amendment to the Companies Act, corporate managements are permitted to mobilize
additional capital without diluting the interest of existing shareholders with the help of a new
instrument called ‘non-voting equity shares’. Such shares will be entitled to all the benefits
except the right to vote in general meetings. Such non-voting equity share is being considered
as a possible addition to the two classes of share capital currently in vogue. This class of shares
has been included to an amendment to the Companies Act as a third category of shares
Corporate will be permitted to issue such shares upto a certain percentage of the total Non-

30
voting equity shares will be entitled to rights and bonus issued and preferential offer of shares
on the same lines as that of ordinary shares.

Convertible Cumulative Preference Shares (CCPS)

These are the shares that have the twin advantage of accumulation of arrears of dividends and
the conversion into equity shares. Such shares would have to be of the face value of Rs.100
each. The shares have to be listed on one or more stock exchanges in the country. The object
of the issue of CCP shares is to allow for the setting up of new projects, expansion or
diversification of existing projects, normal capital expenditure for modernization and of
meeting working capital requirements.

Following are some of the terms and conditions of the issue of CCP shares:

1. Debt-equity ratio: For the purpose of calculation of debt-equity ratio as may be

applicable CCPS are be deemed to be an equity issue.
2. Compulsory conversion: The conversion into equity shares must be for the entire of
issue of CCP shares and shall be done between the period at the end of three years and
five years as may be decide by the company.
3. Fresh Issue: The conversion of CCP shares into equity would be deemed as being one
resulting from the process of redemption of the preference shares out of the proceeds
of a fresh issue of shares made for the purposes of redemption.
4. Preference dividend: The rate of preference dividend payable on CCP shares would be
10 percent.
5. Guideline ratio: The guidelines ratio of 1:3 as between preference shares and equity
shares would not be applicable to these shares.
6. Arrears of dividend: The right to receive arrears of dividend up to the date of
conversion, if any, shall devolve on the holder of the equity shares on such conversion.
7. Voting right: CCPS would have voting rights as applicable to preference shares under
the companies Act, 1956.
8. Quantum: The amount of the issue of CCP shares would be to the extent the company
would be offering equity shares to the public for subscription.

Company Fixed Deposits

Fixed deposits are the attractive source of short-term both for the companies and investors as
well. Corporates favor fixed deposits as n ideal form of working capital mobilization without
going through the process of mortgaging assets and the associated rigmaroles of
documentation, etc. investors find fixed deposits a simple avenue for investment in popular
companies at attractively reasonable and safe intrest rates.

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Regulations

Since these instruments are unsecured, there is a lot of uncertainty about the repayment of
deposits and regular payment of interest. The issue of fixed deposits is subject to the
provisions of the Companies Act and he companies (Acceptance of Deposits) Rules introduced
in February 1975, some of the important regulations in this regard as follows:

1. Advertisement: Issue of an advertisement (with the prescribed information) as

approved by the Board of Directors in dailies circulating in the state of incorporation.
2. Liquid assets: Maintenance of liquid assets equal to 15 percent (substituted for 10% by
Amendment Rules, 1992) of deposits (maturing during the year ending March 31) in the
form of bank deposits, unencumbered securities of State and Central Governments or
unencumbered approved securities.
3. Disclosure: Disclosure in the newspaper advertisement the quantum of deposits
remaining unpaid after maturity. This would help highlight the defaults, if any, by the
company and caution the depositors.
4. Deemed public Company: Private company would become a deemed public company
where such a private company, after inviting public deposits through a statutory
advertisement, accepts or renews deposits from the public other than the members,
directors or their relatives.
5. Default: Penalty under the law for default by companies in repaying deposits as and
when they mature for payment where deposits were accepted in accordance with the
Reserve Bank directions.
6. CLB: Empowerment to the Company Law Board to direct companies to repay deposits,
which have not been repaid as per the terms and conditions governing such deposits,
with a time frame and according to the terms and conditions of the order.

Warrants

An option issued by a company whereby the buyer is granted the right to purchase a number of
shares (usually one) of its equity share capital at a given exercise price during a given period is
called a ‘warrant’. Although trading in warrants are in vogue in the U.S.Stock markets for more
than 6 to 7 decades, they are being issued to meet a range of financial requirements by the
Indian corporate.

Both warrants and rights entitle a buyer to acquire equity shares of the issuing company.
However, they are different in the sense that warrants have a life span of three of five years
whereas, rights have a life span of only four to twelve weeks (duration between the opening
and closing date of subscription list). Moreover rights are normally issued to effect current
financing, and warrants are sold to facilitate future financing. Similarly, the share, is usually

32
above the market price of the share so as to encourage existing shareholders to purchase it. On
the other hand, one warrant buys one equity share generally, whereas more than one rights
may be needed to buy one share. The detachable warrant attached to each share provides a
right to the warrant holder to apply for additional equity share against each warrant.

Debentures and Bonds

A document that either creates a debt or acknowledges it is known as a debenture.

Accordingly, any document that fulfills either of these conditions is a debenture, issued under
the common seal of a company, usually takes the form of a certificate that acknowledges
indebtedness of the company.

Features

Following are the features of a debenture:

1. Issue: In India, debentures of various kinds are issued by the corporate bodies,
Government, and others as per the provision of e Companies Act, 1956 and under the
regulations of the SEBI. Section 117 of the Companies Act prohibits issue of debentures
with voting rights. Generally, they are issued against a charge or the assets of he
company but at times may be issued without any such charge also. Debentures can be
issued at a discount in which case, the relevant particulars are to be filed with the
Registrar of Companies.
2. Negotiability: In the case of bearer debentures the terminal value is payable to its
bearer. Such instruments are negotiable and are transferable by delivery. Registered
debentures are payable to the registered holders whose name appears both on the
debenture and in the register of debenture holders maintained by the company.
Further, transfer of such debentures should be registered. They are not negotiable
instruments and contain a commitment to pay the principal and interest.
3. Security: Secured debentures create a charge on the assets of the company. Such a
charge may be either fixed or floating. Debentures that are issued without any charge
on assets of the company are called ‘unsecured or naked debentures’.
4. Duration: Debentures, which could be redeemed after a certain period of time are
called Redeemable Debentures. There are debentures that are not to be returned
except at the time of winding up of the company. Such debentures are called
Irredeemable Debentures.
5. Convertibility: Where the debenture issue gives the option of conversion into equity
shares after the expiry of a certain period of time, such debentures are called
Convertible Debentures.

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 6. Return: Debenture have a great advantage in them, in that they carry a regular and
reasonable income for the holders. There is a legal obligation for the company to make
payment of interest on debentures whether or not any profits are earned by it.
7. Claims: Debentures holders command a preferential treatment in the matters of
distribution of he final proceeds of he company at the time of its winding up . There
claim of preference and equity shareholders.

Kinds

Innovative debt instruments that are issued by the public limited companies in India are
described below:

1. Participating debentures
2. Convertible debentures
3. Debut-Equity swaps
4. Zero-coupon convertible notes
5. Secured Premium Notes (SPN) with detachable warrants
6. Non-Convertible Debenture (NCDs) with detachable equity warrants
7. Zero-interest Fully Convertible Debentures (FCDs)
8. Secured Zero-interest Partly Convertible Debentures (PCDs) with detachable and
separately tradable warrants.
9. Fully Convertible Debentures (FCDs) with interest (optional).
10. Floating Rate Bonds (FRB)

1. Participating debentures: Debentures that are issued by a body corporate which entitle
the holders to participate in its profits are called ‘Participating Debentures’. These are
the unsecured corporate debt securities. They are popular among existing dividend
paying corporate.
2. Convertible debentures
a) Convertible debentures with options. Are a derivative of convertible debentures
that give an option to both the issuer, as well as investor, to exist from the terms of
the issue.
b) Third party convertible debentures are debts with a warrant that allow the investor
to subscribe to the equity of a third firm at a preferential price viz-a-vis market price,
the interest rate on the third party convertible debentures being lower than pure
debt on account of the conversion option.

34
 3. Debt-equity swaps: They are offered from a n issuer of debt to swap it for equity. The
instrument is quite risky for the investor because the anticipated capital appreciation
may not materialize.
4. Zero-coupon convertible note: These are debentures that can be converted into shares
and on its conversion the investor forgoes all accrued and unpaid interest. The Zero-
coupon convertible notes are quite sensitive to changes in the interest rates.
5. SPN with detachable warrants: These are the Secured Premium Notes (SPN) with
detachable warrants. These are the redeemable debentures that are issued along with
a detachable warrant. The warrant entitles the holder to apply and get equity shares
allotted, provided the SPN is fully paid. The warrants attached it assured the holder
such a right. No interest will be paid during the lock-in period for SPN.
6. NCDs with detachable equity warrants: These are Non-Convertible Debentures (NCDs)
with detachable equity warrants. These entitle the holder to buy a specific number of
shares from the company at a predetermined price within a definite time frame.
7. Zero interest FCDs: These are Zero-interest Fully Convertible Debentures on which no
interest will be paid by the issuer during the lock-in-period. However, there is a notified
period after which fully paid FDCs will be automatically and compulsorily converted into
shares.
8. Secured Zero interest PDCs with detachable and separately tradable warrants. These
are Secured Zero interest Partly Convertible Debentures with detachable and separately
tradable warrants.
9. Fully convertible debentures (FCDs) with interest (Optional): These are the debentures
that will not yield any interest for an initial short period after which the holder is given
an option to apply for equities at a premium.
10. Floating Rate Bonds (FRBs): These are the bonds where the yield is linked to a
benchmark interest rate like the prime rate in USA or LIBOR in the Euro currency
market. For instance, the State Bank of India’s floating rate bond, issue was lined to the
maximum interest on term deposits that was 10 percent at the time. The floating rate is
quoted in terms of a margin above or below the benchmark rate. Interest rates linked
to the benchmark ensure that neither the borrower nor the lender suffer from the
change sin interest rates. Where interest rates are fixed, they are likely to be
inequitable to the borrower when interest rates fall and inequitable to he lender when
interest rates rise subsequently.

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 SET 2

1. Explain the different types of merger.

Merger – Types

Mergers are of different types as discussed below:

1. Horizontal merger: Where two or more companies that complete in the same industry
amalgamate, it is a case of ‘horizontal merger’. The objective of horizontal merger is to
expand the firm’s operations in the same industry through the substantial economies of
scale and through the elimination of competition. The merger of Tata oil Mills Ltd. With
the Hindustan Level ltd. Is an example of a horizontal merger. Under horizontal merger
combination of two or more firms that are engaged in similar type of production,
distribution or area of business takes place. For instance where two or more cement
manufacturing companies are combined, it makes the form of ‘horizontal merger’.
2. Vertical merger: A company is said to be adopting a vertical integration strategy where
it seeks to participate in other links in the value chain by remaining in the same industry
by acquiring suppliers or production technology, or acquiring sales or distribution
capacity. Where two or more companies that operate in the same industry but at
different stages of production or distribution system amalgamate, it is a case of ‘vertical
merger’. Vertical merger happens by means of combination of two or more firms that
are engaged in different stages of operation, production or distribution. For instance,
where a company that manufactures laptops combines with a company that markets
laptops, it is a case of a vertical merger.

Vertical merger may take the form of either a forward merger or a backward merger. A
backward merger happens where a manufacturing company joins with a company that
supplier raw material. On the other hand, a forward merger happens where a company
that supplies raw material joints hands with a company the manufacturers.

3. Diagonal Merger: A company is said to be adopting a diagonal integration strategy

where it pursues an acquisition that involves both horizontal and vertical elements.
Under this merger strategy, content and intellectual property ownership is combined
with distribution technology and infrastructure, resulting in so entirely new media
industry.
4. Forward merger: In a forward merger, the shareholders of the target company
exchange their shares for the shares of the acquiring company and all of the assets and
liabilities of the target company are automatically transferred to the acquire.

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 5. Reverse merger: In a reverse merger, the shareholders of the acquiring company
exchange their shares for shares of the target company. It is a case of the acquiring
company merging into the target company. Where a prosperous and profit making
company acquires a loss-making sick company with substantial erosion in its net worth,
it is a case of ‘reverse merger’.
6. Forward triangular merger: In a forward triangular merger, a subsidiary company is
formed by the parent company for the purpose of engaging in the merger deal. A
parent company funds a subsidiary formed for this purpose. The stock of the parent
company is transferred to the target company by the subsidiary.
7. Reverse triangular merger: In a reverse triangular merger, the parent company funds a
subsidiary company with stock of the parent. The shareholders of the target company
exchange their stock for the stock of the parent company, which is held by the
subsidiary company.
8. Conglomerate merger: A company is said to be adopting a conglomerate merger
strategy where it makes acquisitions across different industries. Where several firms
engaged in unrelated lines of business activity combine together to for a new company,
it takes the form of ‘conglomerate merger’.

A conglomerate takeover or merger involves the coming together of two companies in

different industries i.e. the businesses of the two companies are into related to each
other horizontally (in the sense of producing the same or competing products), or
vertically (in the sense of standing towards each other in the relationship of supplier and
buyer, or potential supplier and buyer).

A co generic merger is said to take place where the companies that are getting merged
are engaged in complementary activities and not in direct competitive activities,
amalgamate to form a new company. The coming together of a car manufacturer with a
scooter manufacturer is an example of a co generic merger.

Conglomerate takeovers or mergers may in turn be classified according to the purpose

of the dominant party. The dominant party may itself be a ‘fully-fledged conglomerate’
company, i.e. a holding company staffed by professional managers exercising
management control over a substantial number of subsidiaries in a wide range of
industries.

To dominant party may be a ‘financial conglomerate’, i.e. the group may have been put
together largely on the basis of financial engineering by the holding company, usually be
exchanging its highly priced quoted securities (frequently in the form of convertible
securities) for shares of companies in a wide range of industries.

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 9. Negotiated merger: Where merger of two or more companies takes place after
protracted negotiations, it is a case of ‘negotiated merger’. Under this type of merger,
the acquiring firm negotiates directly with the management of the target firm. The
merging companies willingly reach an agreement for the merger proposal. Accordingly,
of the parties to the agreement fall to reach an agreement, the merger proposal will be
terminated and dropped out. The merger of ITC Classic Ltd., with ICICI Ltd., is an
example of a negotiated merger.
10. Arranged merger: Where merger of a financially sick company takes place with another
sound company as part of package of financial rehabilitation under the initiative of a
financial body, it is a case of an ‘arranged merger’. Merger schemes are crafted in
consultation with the lead bank, the target firm and the acquiring firm. These are
motivated mergers and the led bank takes the initiative and decides the terms and
conditions of merger.
11. Agreed merger: Where the directors of target firm agree to the takeover or merger,
accept the offer in respect of their own shareholdings (which might range from nil or
negligible to controlling shareholdings) and recommend other shareholders to accept
the offer, it is a case of ‘agreed takeover or merger’. The directors may agree right from
the start or after early negotiations or even after public opposition to the bid (which
may or may not have resulted in an improvement in the terms of the proposed offer).
12. Unopposed merger: Where the directors of the target firm, while making a deal with
the acquiring firm, do not oppose the offer or recommend rejection, it is a case of
‘unopposed merger’.
13. Defended merger: Where the directors of a target firm decide to oppose the bid,
recommending shareholders to reject the offer and perhaps taking further defensive
action, it takes the form of a ‘defending merger’. The decision to defend may be with
the intention of stopping the take over (which in turn may be prompted either by the
genuine belief of the directors that it is in the interests of the company to remain
independent or by a desire of the directors to protect their own personal positions) or
persuading the bidder to improve its terms.
14. Competitive merger: Where a second bidder (and perhaps even a third bidder) comes
into the scene with a rival bid, it is a case of a ‘competitive merger’. This may be an
independent action on the part of the rival bidder or it may be at the invitation of the
directors of the target firm, who deciding that a takeover is inevitable, feel that the
company comes under the control of a bidder selected by them rather than the original
bidder.

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 15. Tender offer: Where a bid is made by an acquiring firm to acquire controlling interest in
a target firm by purchasing the shares of the target firm at a fixed price. It is a case of
‘tender offer’. Under this type of merger, the acquiring firm directly approaches the
shareholders of the target firm and makes them sell their shareholdings at a fixed price.
The offer prices is generally fixed at a level higher than the current market price in order
to induce the shareholders to divest their holding in favor of the acquiring firm.
16. Diversification: Diversification is a case of ‘conglomerate merger’. Diversification
consists of a company, deriving all or the greater part of its revenue from the particular
industry, acquiring subsidiaries operating in other industries for one or more of the
following reasons.
17. To obtain greater stability of earnings through spreading activities in different industries
with different business cycles or to diversify out of a static or dying industry.
18. To employ spare resources, whether or capital or management
19. To obtain benefit of economies of scale, particularly in regard to “staff” functions (such
as personnel, advertising, accounting and financial) where there are some common
factors.
20. To make the company too large to be likely to be the object of a takeover or perhaps to
make it a less attractive object in the case of defensive diversification.
21. To provide an outlet for the ambitions of management, here antimonopoly laws make
further acquisitions (or perhaps even growth) in the company’s own field impracticable.

Conglomerate takeovers and mergers do not usually raise anti-monopoly questions, but may do
so where it is feared that the firm may abuse its market power, such as by exerting pressure on
firms from which some companies in the group purchase supplies to place business with other
companies in the group, and it is also argued that a decision by a company to enter a new field
by acquisition reduced by one to number of potential competitors in that field in so far as the
acquiring company might otherwise have entered the field direct.

Apart from categorizing mergers in the after and merger, takeovers and mergers may also be
classified according to the degree of cooperation between the boards of directors of the two
companies concerned.

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2.Q:Explain the steps involved in M&A

Following are the steps involved in M&A:

1. Review of objectives: The first and foremost step in M&A is that the merging companies
must undertake the review of the purpose for which the proposal to merge is to be
considered. Major objectives of merger include attaining faster growth, improving
profitability, improving managerial effectiveness, gaining market power and leadership,
achieving cost reduction, etc. the review of objectives is done to assess the strengths
and weaknesses, and corporate goals of the merging enterprise.
2. Data for analysis: After reviewing the relevant objective of acquisition the acquiring
firm needs to collect detailed information pertaining to financial and other aspects of
the firm and the industry. Industry centric information will be needed to make an
assessment of market growth, nature of competition, ease of entry, capital and labour
intensity, degree of regulation, etc. similarly, firm-centric information will be needed to
assess quality of management, market share, size, capital structure, profitability,
production and marketing capabilities etc. the date to be collected serves as the criteria
for evaluation.
3. Analysis of Information: After collecting both industry-specific and firm-specific
information, the acquiring firm undertakes analysis of data and the pros and cons are
weighed. Data is to be analyzed with a view of determine the earnings and cash flows,
area of risk, the maximum price payable to the target company and the best way to
finance the merger.
4. Fixing price: Price to be paid for the company being acquired shall be fixed taking into
consideration the current market value of share of the company being acquired. The
price shall usually be above the current market price of the share. A merger may take
place at a premium. In such a case, the firm would pay an offer price which is higher
that the target firm’s pre-merger market value.
5. Finding merger value: Value created by merger is to be found so that it is possible for
the merging firms to determine their respective share. Merger value is equal to the
excess of combined present value of the merged firms over and above the sum of their
individual present values as separate entities. Any cost incurred towards the merging
process is subtracted to arrive at the figure of net economic advantage of the merging
this advantage is shared between the shareholders of the merging firms.

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3.Q:Explain the general obligation of portfolio managers as enunciated by the SEBI

Following are the general obligations of portfolio managers as enunciated by the SEBI:

A. Contract with Clients

Every portfolio manager shall, before taking up an assignment of management of funds
or portfolio of securities in writing on behalf of a client, enter into an agreement in
writing with such client clearly defining the interrelationship, and setting out their
mutual rights, liabilities and obligation relating to management of funds or portfolio of
securities containing the details as specified in Schedule IV. The agreement between
the portfolio manager and the client shall, inter alia, contain the following:

The funds of all clients shall be placed by the portfolio manager in a separate account to
be maintained by him in a scheduled commercial bank (any bank included in the
Second Schedule to the Reserve bank of India Act, 1934 (2 f 1934)

Notwithstanding anything contained in the agreement between a portfolio manager and

his client referred to in regulation 14 hereof, the portfolio funds can be withdrawn or
taken back by Portfolio client at his risk before the maturity date of the contract the
following circumstances:

1. Voluntary or compulsory, termination of Portfolio management services by the

Portfolio manager;
2. Suspension or termination of registration of Portfolio manager by the Board;
3. Bankruptcy or liquidation in case the portfolio manager is a body corporate; and
4. Permanent disability, lunacy or insolvency in case the portfolio manager is an
individual.

The portfolio manager shall not, while dealing with clients funds, indulge in speculative
transactions, that is, he shall not enter into any transaction for purchase or sale of any security,
which transaction is periodically or ultimately settled otherwise than by actual delivery or
transfer of security.

In the even of any dispute between the portfolio manager and his clients, the client shall have
the right to obtain details of his portfolio from the portfolio manager.

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Contents

The contents of agreement between the Portfolio Manager and His clients are as follows:

1. Appointment of Portfolio manager.

2. Scope of services to be provided by the Portfolio Manager subject to the activities
permitted under SEBI (Portfolio Managers) regulations, 1993, viz. advisory, investment
management, custody of securities and keeping track of corporate benefits associated
with the securities. The portfolio Manager shall act in a fiduciary capacity and as a
trustee and agent of the client’s account.
3. Function, obligations, duties and responsibilities (as discretionary and non-
discretionary to be given separately) with specific provisions regarding instruction for
nondiscretionary portfolio manager inter alia:
a) Terms in compliance with the Act, SEBI (Portfolio Managers) Regulations, 1993, rules,
regulations guidelines made under the Act and any other
laws/rules/regulations/guidelines etc.
b) Providing reports to clients.
c) Maintenance of client-wide transactions and related books of accounts.
d) Provisions regarding audit of accounts as required under the SEBI (Portfolio Manager
Regulations, 1993).
e) Settlement of accounts and procedure therefore, including the provisions for payment
of maturity or early termination of contract.
4. Investment objectives and guidelines such as following:
a. Types of securities in which investment would be made specifying restrictions, if any.
b. Particulars regarding amount, period of management, repayment or withdrawal
c. Taxation aspects such as Tax Deducted at Source, etc. if any.
d. Condition that the portfolio manager shall not lend the securities of the client unless
authorized by him in writing.
5. Risk factors: A detailed statement of risks associated with each type of investment
including the standard risks associated with each type of investment risk factors specific
to the scheme as well as the attendant to specific investment policies and objectives of
the scheme are to be mentioned.
6. Period of agreement: Minimum period of any, and provision for renewal, if any.
7. Conditions under which agreement may be altered, terminated and implications
thereof, such as settlement of amounts invested, repayment obligations, etc.
8. Maintenance of Accounts: Maintenance of accounts separately in the name of the
client as are necessary of account for the assets and any additions, income, receipts and
disbursements in connection therewith, as provided under SEBI (Portfolio Managers)
regulations, 1993.

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 9. Terms of Fees: The quantum and manner of payment of fees and charges for each
activity for which services are rendered by the Portfolio Manager directly or indirectly
(where such service is outsourced) such as invest management, advisory, transfer,
registration and transaction costs with specific references to brokerage costs, custody
charges, cost related to furnishing regular communication, accountant statement,
miscellaneous expenses (individual expenses in excess of 5 percent to be indicated
separately). Etc.
10. Billing: Periodicity of billing, whether payment to be made in advance, manner of
payment of fees, whether setting off against the account, etc. type of documents
evidencing receipt of payment of fees.
11. Liability of Portfolio Manager: Liability of Portfolio Manager in connection with
recommendations made, to cover errors of judgment, negligence, willful misfeasance in
connection with discharge of duties, acts of other intermediaries, brokers, custodian,
etc.
12. Liability of client restricting the liability of the client to the extent of his investment.
13. Death or disability: Providing for continuation/termination of the agreement in the
event of client’s death/disability, succession, nomination, representation, etc. to be
incorporated.
14. Assignment conditions for assignment of the agreement by client.
15. Governing Law: The law/jurisdiction of country/State which governs the agreement are
to be stated.
16. Settlement of grievances/disputes and provision for arbitration:
Provisions to cover protection of act done in good faith, risks and losses, rederessal of
grievances, dispute resolution mechanism reference for arbitration and the situations
under which such rights may arise, may be made.
B. Disclosures

The Portfolio Manager shall provide to the client the Disclosure Document as specified in
Schedule V, along with a certificate in Form C as specified in Schedule I, at least two days prior
to entering into an agreement with the client as referred to in sub-regulation (1). The
disclosure document shall inter alia contain the following:

1. The quantum and manner of payment of fees payable by y the client for each activity for
which service is rendered by the Portfolio Manager in Schedule I, at least two days prior
to entering into an agreement with the client as referred to in sub-regulation (1). The
Disclosure Document shall inter alia contain the following:
2. Portfolio risks;

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 3. Complete disclosures in respect of transactions with related parties as per the
accounting standards specified by the institute of chartered accountants of India in this
regard.
4. The performance of the Portfolio Manager; and
5. The audited financial statements of the Portfolio Manager for the immediately
preceding three years.

The Portfolio Manager shall charge an agreed fee from the clients for rendering portfolio
management services without guaranteeing or assuring, either directly or indirectly, any return
and the fee so charged may be a fixed fee or a return based fee or a combination of both.

The Portfolio Manager may, subject to the disclosure in terms of the disclosure Document and
specific permission from the client, charge such fees from the client for each activity for which
service is rendered by the Portfolio Manager directly or indirectly (where such service is out
sourced).

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4.Q:Describe Depository receipts

Introduction

A receipt issued by a ‘Depository’ of a country against the deposit of shares issued by a

domestic company which is eligible for issue of foreign investors and is eligible for trading on an
overseas stock exchange, is known as a ‘Depository Receipt’ (DR), issue of a depository receipt
connotes issue of ordinary share to global investor, by keeping the share sunder the custody of
a ‘Domestic custodian Bank’.

A ‘Depository Receipt’ is 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 publicity listed company. The DR, which is a physical certificate, allows investors to hold
share is equity of other countries.

Depository receipts make it easier to buy shares in foreign companies because the shares of the
company don’t have to leave the home State. When the depository bank is in the USA, the
instruments are known as American Depository receipt (ADR). European banks issue European
Depository receipts, and other banks issue Global Depository receipt (GDR).

ADRs are typically traded on a U.S national stock exchange, such as the New York Stock
Exchange (NYSE) or the American Stock Exchange (AMEX), while GDRs are commonly listed on
European stock exchanges such as the London Stock Exchange (LSE). Both ADRs and GDRs are
usually denominated in U.S.dollars, but can also be denominated in Euros.

Working Mechanism

ADR is created when a foreign company wishes to list its already publicly traded shares or debt
securities or a foreign stock exchange. Initial Public Offerings (IPOs), however, can also issue a
DR as well, DRs can be traded publicly over the counter. Let us look at an example of how an
ADR is created and traded.

Based on a determined ADR ratio, each ADR may be issued as representing one or more of the
Indian local shares, and the price of each ADR would be issued in U.s.dollars converted from the
equivalent Indian price of the shares being held by the depository bank. The ADRs now
represent the local Indian shares held by the depository, and can now be freely traded equity
on the NYSE. After the process, whereby the new ADR of the Indian company is issued, the ADR
can be traded freely among investor sand transferred from the buyer to the seller on the NYSE,
through a procedure known as intra market trading. The rights of the ADR holder are stated on
the ADR certificate.

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Pricing and Cross-trading

When any DR is traded, the broker will aim to find the best price of the share in question.
Investor will therefore compare the U.S. dollar price of the ADR with the U.S. dollar equivalent
price of the local share on the domestic market. If the ADR of the Indian company is trading at
USD 42 per share and the share trading on the Indian market is trading at USD 41 per share
(converted from rupees to dollars), a broker would aim to buy more local shares from India and
issue ADRs on the U.S. market.

A U.S. broker may also sell ADRs back into the local Indian market. This is known as “cross –
border trading.” When this happens, an amount of ADRs is cancelled by the depository and the
local shares are released from the custodian bank and delivered back to the Indian broker who
bought them.

Benefits of Depository Receipts

The DR functions as a means to increase global trade, which in trade can help to increase not
only volumes on local and foreign markets but also the exchange of information, technology,
regulatory procedures, and market transparence. Thus, instead of being faced with
impediments of foreign investment, as it often the case in many emerging markets, the DR
investor as well as the company can be benefited from investment abroad. Let’s take a closer a
look at the benefits:

For the company A company may opt to issue a DR to obtain greater exposure and raise capital
in the world market. Issuing DRs has the added benefit of increasing the share’s liquidity while
boosting the company’s prestige on its local market. Moreover, in many countries, especially
those with emerging markets, obstacles often prevent foreign investors from entering the local
market. By issuing a DR, a company can still encounter investment from abroad without having
to worry about barriers that a foreign investor might face.

For the investor buying into a DR immediately turns an investor’s portfolio into a global one.
Investor’s gain the benefits of diversification, while trading in their own market under familiar
settlement and clearance conditions. More importantly, DR investors will be able to reap the
benefits of these usually higher-risk, higher-return, without having to endure the added risks of
going directly into foreign markets, which may pose considerable difficulties in the for of lack of
transparency or instability resulting from changing regulatory procedures.

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5.Q:Briefly explain the Credit Syndication Services

Credit Syndication Services

Merchant bankers provide various services towards syndication of loans. The services vary
depending on whether loans sought or of long-term fixed capital or of working capital funds.
Following are the credit syndication services rendered by merchant bankers with regard to
long-term loans:

1. Ascertaining promoter details

2. Ascertaining of cost details
3. Comparison of cost details
4. Identification of funding sources
5. Ascertainment of loan details
6. Furnishing beneficiary details
7. Making application
8. Project appraisal
9. Compliance for loan disbursement
10. Documentation and creation of security
11. Pre-disbursement compliance

Ascertaining of Promoter Details

This is the fundamental credit syndication service extended by merchant bankers, whereby
attempts are made to gain an understanding about the promoters, who are involved in the
launch and running of the project. Information is collected about the promoters, their
knowledge, reputation, creditworthiness, experience in trade or industry and relevance of such
skills and competence, etc. For this purpose, the merchant banker holds discussions with
promoters. Information is also gleaned to know the extent of contribution made by promotes
to fund the project. The contributions may include the quantum of preliminary expenses
already incurred by them. Etc.

Ascertainment of Project Cost Details

Here, the merchant banker investigates about the project for which finance is to be arranged.
Details about the project are collected with the help of information given by the consultant in
the project report.

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Merchant banks make an estimate of the capital cost of the project. This involves ascertaining
the cost details of different items of expenditure. Some of the important items of costs that
need to be ascertained by merchant banker are preliminary expenses connected with cost of
promotion, incorporation, legal expenses etc., as applicable to setting up of new units.

Comparison of cost Details

Here, the merchant banker investigates about the project for which finance is to be arranged.
Details about the project are collected with the help of information given by the consultant in
the project report.

Merchant banks make an estimate of the capital cost of the project. This involves ascertaining
the cost details of different items of expenditure. Some of the important items of costs that
need to be ascertained by merchant banker are preliminary expenses connected with cost of
promotion, incorporation, legal expenses etc., as applicable to setting up new units. Cost
details pertaining to expansion, renovation, modernization of diversification programmes of
existing units include cost of fixed assets that include cost of acquisition of land, construction of
building, roads, railway siding, procurement of plant and equipment, furniture and fixtures of
other miscellaneous fixed assets.

Comparison of cost Details

Another important function undertaken by merchant bankers is the comparison of the details
of costs with the benchmarks available in the same industry. Other aspects such as the
geographical area, size of scale of operations, etc. are also used for comparison. Adjustments
are also made for inflationary conditions which help capturing rising prices of different
elements of cost.

Identification of Funding Sources

Identifying appropriate sources of capital required for financing the project is another function
of a merchant banker in his credit syndication services. Many factors determine the choice of
capital funding source. Most important among them are the nature of the project, and the
quantum of the project cost. Nature of a project helps determine the quantum of project cost.
For instance, scale of cost involved in a project would vary depending on whether the project is
a small or medium or a large-sized project.

The sources of capital required for a project would be short-term, medium term, or long-term.
A brief description of each source of fund is attempted below:

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Short term source: Short-term funding source refers to funds required for a period upto one
year short-term funds are required for meeting the working capital requirements or special
seasonal needs of a industrial unit the popular sources of short-term funds are commercial
banks, trade credit, public deposits, finance companies and also customers.

Medium-term source: Medium-term funding source refers to funds required for a period
ranging from one to five years. Medium-term funds are needed for permanent working capital,
expansion or replacement assets, or acquisition of balancing equipments. Such funding is made
available by banks and financial institutions loans. Medium-term loans are provided under the
auspices of various lending schemes designed and operated by the all-India financial
institutions.

Long-term source: Long-term funding source refers to funds required for a period of more than
five years long-term funding is needed for undertaking the establishment of new units, for
permanent investment, fixed assets, modernization, major expansion, diversification or
rehabilitation of the existing projects. The chief source of long-term capital funds are debt
funds and equity funds.

In addition to domestic sources available such as IDBI, ICICI, LIC, UTI, IRBI, SFCs, SIDCs etc., for
securing long-term debt funds, international capital market sources are also tapped for raising
debt fund.

Ascertainment of Loan Details

Merchant bankers ascertain details of criteria followed by the term-lending institutions to

entertain projects for granting assistance. The objective is to pave way for the expeditious and
favorable considerations of the loan application by the development finance institutions. For
this purpose, merchant bankers hold preliminary discussions with the executives of the lending
institutions. The preliminary discussions help the merchant banker clear the clouds as regards
various aspects of seeking syndicated loan arrangements with the financial institutions.

The merchant banker also discusses matters connected with process of production, technical
arrangements, plant capacity, professional skill required, procurement of license/DGTD
registration, import license in case of any import of capital goods/raw material is involved,
foreign collaboration, etc. Consultations are also held with the officials of the development
finance institutions on the status of Foreign Exchange Management Act compliance, etc.

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Furnishing Beneficiary Details

An important function of credit syndication is furnishing of information relating to the

borrower-beneficiary to the financial institution. The information is to be furnished in the
application to be submitted by the merchant banker to the lending agency as part of the credit
syndication arrangements. Following details are furnished by the merchant banker in this
regard.

1. General Information: The purpose of furnishing general information is to enable the

financing company to obtain a general idea about the applicant company and its
proposed project. The information to be furnished by the merchant banker in this
regard is stated below:
a. Name of constitution, date of incorporation and commencement of business.
b. Nature of organization, viz, public/private/joint/cooperative sectors
c. Name of the business house/group to which it belongs.
d. Location of registered office/head office
e. Nature of concessions to which the project seeking financial assistance is eligible.
f. Nature of industry and product
g. Installed capacity, both existing and proposed
h. Nature of currency loans applied for (whether rupee loans or foreign currency loans)
i. License issued by the government for undertaking production.
j. Financial assistance applied for by way of underwriting for equity capital/preference
capital/ debenture.
2. Promoter Information: Information about promoters is furnished by the merchant
banker with the objective of helping the lending agency to gain an understanding of the
promoter, his activities, economic background, credibility and integrity.
a. Brief account of activities and past performance/other expansion programmes
b. Certified copies of Memorandum of Association. Articles of Association, audited
balance Sheet and Profit and Loss Account for last five years.

3. Company Information: The merchant banker has to furnish the following information
as regards the company for loan syndication arrangements to be made:
a. Brief history of the concern.
b. Schemes already executed in the case of existing company
c. Expansion/diversification plans in the case of an existing company
d. Nature, size and status of the project to assess the funds requirement in the case of a
new company
e. List of subsidiaries (with percentage of holding s and nature of business)

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 f. Directors of the company, their names, age, address, qualifications, past experience,
business or industrial background, existing proposed shareholding in the company.
g. Certified copies of audited balance sheet and profit and loss account for the last five
years with proformas balance sheet and profit and loss account of a recent date.
h. Tax status of the company
i. Export of product (destination, export sales for past five years with export incentives
available)
j. Insurance of fixed/other assets and risk covered and details of research and
development activities of the company.

4. Project profile information: Full information relating to the project for which financial
assistance is sought is furnished by the merchant banker. The type of information may
pertain to plant capacity, nature of production process to be employed, nature of
technical arrangements available for the project, and other information as specified
below:
a. Plant capacity information about the product-wise installed capacity/proposed
capacity/ maximum production envisaged, section wise capacities for major sections
of the plant.
b. Plant process: Information about the technical process to be employed by the plant
with a flow chart depicting material process and results.
c. Plant technical arrangements: Details of technical arrangements made/proposed
for implementation of the project, details of collaboration, if any, with write-up on
their activities, size, turnover, particulars of existing plant, other projects in India and
abroad along with copies of broachers as published by them for the last 3 years/
collaboration agreement/Government approval for collaborators/foreign technicians
to be employed; name of consultants manner of payment, brief particulars of
consultants (bio-data of senior personnel, names of directors), partners, particular of
work done in the past and work on hand with copies of published material of
consultant/ agreements with them and Government approval for foreign
consultants.
d. Plant management: Details of arrangements for executive management, particulars
of proposed key technical / administrative and accounting personnel (with proposed
organization chart indicating lines of authority).
e. Plant assets: Details about various assets used by the borrowing firm are to be
furnished by the merchant banker. The details as regards land and building include
location of plant/requirement of land, Locational advantages of the land, details of
the land area and cost, basis of valuation, mode of payment, date of purchase, lease,
previous owner and relationship with promoters/ directors, conversion of land to

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 industrial use, along with copies of sale/lease deeds/ soil test reports/Government
order converting land into industrial use/location map/site plan showing contour
lines/internal roads/ power receiving station/railway siding/tube wells,
arrangements made proposed for constructions of buildings, etc.
f. Plant transport: Arrangements proposed for carrying raw materials/ finished goods
by own trucks/railway siding, etc/private trucks should be furnished by the
merchant banker.
g. Other details: In addition to the above, the merchant banker has to furnish
information pertaining to the type and the nature of raw materials used and the
source of availability, whether domestic or foreign. Details as to be demand,
availability, tariff, cost, and the supply sources of utilities such as water, power,
steam, compressed air, etc. should be furnished.

5. Project cost information: Details of the estimated cost of the project should be
provided to the lending institution. This includes information as regards rupee cost/
rupee equivalent of foreign exchange cost/total cost for land or site development/
buildings/ plant and machinery, imported/indigenous, technical know-how etc. to be
furnished.
6. Project marketing information: As part of the credit syndication exercise, it is
incumbent on the part of the merchant banker to furnish adequate information about
the marketing arrangements made for the products of the borrowing unit. Following
are the information to be provided to the fund supplier in this regard.
a. Brief profile of the products beings offered
b. Scope of market for the products
c. Price aspects of the product
d. Estimates of existing and future demands and supply of proposed product
e. Special and the outstanding feature of the product that would give the firm a
competitive advantage.
f. International CIF, FOB prices and landed cost of the propose product
g. List of principal customers and particulars of firms with whom such sale arrangements
have been made
h. Details of restrictions imposed by the Government as regards price, distribution, export,
etc.
7. Cash Flow information: The merchant banker has to furnish details as to profitability
and expected stream of cash flows and cost of the propose project. For this purpose, it
is essential that working results of operations, cash flow statements and project balance
sheet are given in prescribed form along with the basis of the calculations.

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 8. Other information: The merchant banker has to indicate as to how the purpose of the
economic and national importance of the proposed project will be realized. Besides,
following are the other details to be furnished by the merchant banker to the lending
agency:

a. CIF/FOB international price of inputs to be imported/exported

b. Excise duty, export duty, export assistance (replenishment license, duty drawback,
cash subsidy, etc.)
c. Expected contribution to the growth, if any of ancillary industries in the region.
d. Government consent by way issue of letter of intent, industrial license, foreign
exchange permission, approval of technical financial collaboration, etc.

In addition to the above, merchant banker has to furnish a declaration stating that all the
necessary details have been furnished and that all the information so provided are correct.

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6.Q:Write a note on electronic settlement of Trade Procedure

I. For Selling Dematerialized Securities

The procedure for selling dematerialized securities in stock exchanges is similar to the
procedure for selling physical securities. Instead of delivering physical securities to the broker,
the investor must instruct his/her DP to debit his/her demat account with the number of
securities sold by him/her and credit broker’s clearing account. Procedure for selling securities
is as follows:

1. Investor sells securities in any of the stock exchanges linked to Depository through a
broker.
2. Investor gives instruction to DP to debit his account and credit the broker’s (Clearing
member proof) account.
3. Before the pay-in-day, investor’s broker transfers the securities to clearing corporation.
4. The broker receives payment from the stock exchange (clearing corporation).
5. The investor receives payment from the broker for the sale in the same manner as that
is received for a sale in the physical mode.

II. For Buying Dematerialized Securities

The procedure for buying dematerialized securities from stock exchanges in similar to the
procedure for buying physical securities. Investor may give a one-time standing instruction to
receive credits in his/her account or may give separate instruction each time in the prescribed
format.

The transactions relating to purchase of securities are as follows:

1. Investor purchase securities in any of the stock exchanges connected to Depository

through a broker.
2. Broker receives payment from investors
3. Broker arranges payment to the clearing corporation
4. Broker receives credit of securities in clearing account and credit client’s account.
5. Investor receives shares in his account.

Demat of Debt Instruments

Debts instruments can also be held in demat form. Instruments like Bonds, Debentures,
commercial Paper, Certificate of Deposit, etc. irrespective whether these instruments are
listed/ unlisted/ privately placed or even issued to a single holder can be dematerialized.
Commercial paper can also be kept in demat form. As per RBI Monetary and Credit Policy
2001-2002, Banking And Financial Institutions, Primary Dealers and Satelite Dealers are directed

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to convert their outstanding investment in commercial paper in scrip form, into demat for
latest by October, 2001. The above entities have also been directed make fresh investment in
commercial paper only in demats form w.e.f. June 30, 2001.

Allocation

Any new instrument can be issued directly in dematerialized form without resources to printing
of either Letter of Allotment or Certificates. Securities will be directly credited into the demat
account of the investor by the depositories on receipt of allotment details from RTA/company.
The investor need not open separate demat account for demat of debt instruments.

Dematerialization

The procedure for dematerialization of debt instrument is the same as applicable for equity
shares. In order to dematerialize his/her certificates; an investor will have to first open a debt
account with a DP and then request for the dematerialization certificates by filling up a
Dematerialization Request Form (DRF) which is available with DP and submitting the same
along with the physical certificates. The investor has to ensure that the certificates handed
over to the DP for demat, are marked “surrendered for dematerialization” on the face of the
certificates.

Statement of holdings

A regular single statement of holding will reflect all the holdings in a particular demat account,
irrespective of type of instrument.

Safety system for Demat

Demat services in order to be carried out effectively requires the following safety system to be
put in place:

1. Strict norms for becoming a depository participant (DP), net worth criteria. SEBI
approval, etc. are mandatory.
2. DP cannot effect any debit or credit in the demat account of the investor without the
valid authorization of the investor.
3. Regular reconciliation between DP and Depositories
4. Periodic inspection of Depositories of the office of DP and Registrar (RTA)
5. All investors have a right to receive their statement of accounts periodically from the
DP.

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 6. In the depository system, the depository holds the investor accounts on trust.
Therefore, if the DP goes bankrupt the creditors of the DP will have no access to the
holdings in the name of the clients of the DP. These investors can transfer their holdings
to an account held with another DP.
7. Compulsory internal audit of operations of DP every quarter by practicing company
secretary or chartered accountant.
8. Various procedures for back up and safe keeping of data all levels.

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