INTRODUCTION

Original Definition: A Merchant Bank is a British term for a bank providing various financial services such as accepting bills arising out of trade, providing advice on acquisitions, mergers, foreign exchange, underwriting new issues, and portfolio management. The Focus Definition: A Merchant Bank can be generally described as a financial services company with a private equity investment arm offering investment banking and ancillary services as well. Because a merchant bank acts not only as an advisor and broker but also as a principal, a merchant bank has a longer term approach than a typical investment bank and is highly concerned with the viability of each investment opportunity and providing the right advice for a strong partnership with each client company. In banking, a merchant bank is a traditional term for an Investment Bank. It can also be used to describe the private equity activities of banking. This article is about the history of banking as developed by merchants, from the Middle Ages onwards. Amidst the swift changes sweeping the financial world, Merchant Banking has emerged as an indispensable financial advisory package. Merchant banking is a service-oriented function that transfers capital from those who own to those who can use it. They try to identify the needs of the investors & corporate sector & advice entrepreneurs what to do to be successful. The merchant banking has been defined as to what a merchant banker does. A merchant Banker has been defined by Securities Exchange Board Of India (Merchant Banker) rules, 1992, as Any person who is engaged in the business of issue management either by making arrangements regarding selling, buying or subscribing to securities or acting as manager, consultant, advisor or rendering corporate advisory services in relation to such issue managemen

MERCHANT BANKING HISTORY

In late 17th and early 18th century Europe, the largest companies of the world was merchant adventurers. Supported by wealthy groups of people and a network of overseas trading posts, the collected large amounts of money to finance trade across parts of the world. For example, The East India Trading Company secured a Royal Warrant from England, providing the firm with official rights to lucrative trading activities in India. This company was the forerunner in developing the crown jewel of the English Empire. The English colony was started by what we would today call merchant bankers, because of the firm's involvement in financing, negotiating, and implementing trade transactions. The colonies of other European countries were started in the same manner. For example, the Dutch merchant adventurers were active in what are now Indonesia; the French and Portuguese acted similarly in their respective colonies. The American colonies also represent the product of merchant banking, as evidenced by the activities of the famous Hudson Bay Company. One does not typically look at these countries' economic development as having been fueled by merchant bank adventurers. However, the colonies and their progress stem from the business of merchant banks, according to today's accepted sense of the word. Merchant banks, now so called, are in fact the original "banks". These were invented in the middle Ages by Italian grain merchants. As the Lombardy merchants and bankers grew in stature on the back of the Lombard plains cereal crops many of the displaced Jews who had fled persecution after 613 entered the trade. They brought with them to the grain trade ancient practices that had grown to normalcy in the middle and far east, along the Silk Road, for the finance of long distance goods trades. The Jews could not hold land in Italy, so they entered the great trading piazzas and halls of Lombardy, along side the local traders, and set up their benches to trade in crops. They had one great advantage over the locals. Christians were strictly forbidden the sin of usury. The Jewish newcomers, on the other hand, could lend to farmers against crops in the field, a high-risk loan at what would have been considered usurious rates by the Church, but did not bind the Jews. In this way they could secure the grain sale rights against the eventual harvest. They then began to advance against the delivery of grain shipped to distant ports. In both cases they made their profit from the present discount against the future price.

This two-handed trade was time consuming and soon there arose a class of merchants, who were trading grain debt instead of grain.

TRADATIONAL MERCHANT BANKING

Merchant Banking, as the term has evolved in Europe from the 18th century to today, pertained to an individual or a banking house whose primary function was to facilitate the business process between a product and the financial requirements for its development. Merchant banking services span from the earliest negotiations from a transaction to its actual consummation between buyer and seller. In particular, the merchant banker acted as a capital sources whose primary activity was directed towards a commodity trader/cargo owner who was involved in the buying, selling, and shipping of goods. The role of the merchant banker, who had the expertise to understand a particular transaction, was to arrange the necessary capital and ensure that the transaction would ultimately produce "collectable" profits. Often, the merchant banker also became involved in the actual negotiations between a buyer and seller in a transaction.

Who are merchant bankers ?

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

-Their secondary income sources are consulting, Mergers & Acquisitions help and financial market speculation. -Because they do not invest against collateral, they take far greater risks than traditional banks. -Because they are private, do not take money from the public and are international in scope, they are not regulated. -Anyone considering dealing with any merchant bank should investigate the bank and its managers before seeking their help. -The reason that businesses should develop a working relationship with a merchant bank is that they have more money than venture capitalists. Their advice tends to be more pragmatic than venture capitalists.

Functions of Merchant Bankers:

Consulting advice on going public and international business. Advice and help in taking your company public. If they are unwilling to supply Investment Banking bridge loans, they have a low cost strategy for taking your company public. They do PIPE (Private Investment in Public Equities) financings. They can advise or help with a companys M&A strategy.

 They are essential advisors for companies seeking to become multinational corporations

MERCHANT BANKING IN INDIA

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MERCHANT BANKING IN INDIA

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

subsidies of the commercial banks, private merchant banks engaged in stock broking, underwriting activities & financial consultancy & investment advisory service firms. Citibank Setup its merchant banking division in Indian in 1970. Indian banks Started banking Services from 1972. State bank of India started the merchant banking division in 1972

After that there were many banks which set up the merchant bank division such as;

ICICI Bank of India Bank of Baroda Canara Bank Punjab National Bank UCO Bank

Registration of merchant bankers in India

Registration with SEBI is mandatory to carry out the business of merchant banking in India. An applicant should comply with the following norms: The applicant should be a body corporate The applicant should not carry on any business other than those connected with the securities market The applicant should have necessary infrastructure like office space, equipment, manpower etc. The applicant must have at least two employees with prior experience in merchant banking Any associate company, group company, subsidiary or interconnected company of the applicant should not have been a registered merchant banker

 The applicant should not have been involved in any securities scam or proved guilt for any offence

SEBI HAS DIVIDED MERCHANT BANKERS IN FOUR CATEGORIES, WHICH ARE AS FOLLOW:CATEGORIES Category I ACTIVITIES
To carry on the activities of issue mgt & act as advisor, consultant, manager, underwriter, portfolio management.

NETWORTH RS 1 Crore

Category II Category III Category IV

To act as advisor, consultant , co-manager, Underwriter, portfolio management. To act as advisor, underwriter or consultant to an issue To act only as advisor& consultant to an issue

Rs 50 lakh Rs 20 lakh Nil

Leading Merchant Bankers in India

In Public Sector: SBI Capital Markets Ltd., Merchant Banking Divisions of IDBI & IFCI, PNB Capital Services Ltd., Bank of Maharashtra, etc. In Private Sector: ABN AMRO, ICICI Bank Ltd, Axis Bank Ltd., Kotak Mahindra Capital Co., Bajaj Capital, Reliance Security Ltd., Yes bankLtd, Tata capital market ltd., JM Financial Co. and DCM Financial Services Ltd etc. Foreign Players: Goldman SACH (India) Security Pvt. Ltd., Morgan Stanley Indian co. Pvt. Ltd., Barclays Security Indian Pvt. Ltd., Bank of America, Deutsche Bank, Citi Group Global Market Indian Pvt. Ltd., Fedex Security Ltd.

Problems of Merchant Banking:

Restriction of merchant banking activities: SEBI guidelines have authorized merchant bankers to undertake issue related activities and made them restrict their activities or think of separating these activities from present one and float new subsidiary and enlarge the scope of its activities. Minimum net worth of Rs.1 crore: SEBI guidelines stipulate that a minimum net worth of Rs.1 crore for authorization of merchant bankers. Non co-operation of issuing companies: Non co-operation of the issuing companies in timely allotment of securities and refund of application money is another problem faced by merchant bankers. Merchant Bankers Commission: Maximum :- 0.5% Project appraisal fees

 Lead Manager :- 0.5% up to Rs.25 crores - 0.2% more in excess of Rs.25 crores Underwriting fees Brokerage commission :- 1.5% Other expenses :Advertising Printing Registrars expenses Stamp duty

Difference Between Commercial Banking & Merchant Banking:

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

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

Difference Between Investment Banking & Merchant Banking:

INVESTMENT BANKING

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

MERCHANT BANKING
Purely fee-based. Impossible to stay aloof from international trends.

MERCHANT BANKING PLAYERS IN INDIA

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Present scenario of Indian Merchant Banking

U.S Stock Market Listings of Fast- Growing Indian Companies: An innovative financing Option New York, Feb 17 08 /PR Newswire/ Emissary Capital, LLC A merchant bank based in New York City and specializing in Indian Companies, is a pioneer firm leading the charge for Indian Companies to obtain stock market listings in the U.S and European investors in conjunction with a U.S public company with market listing. This turns a fast growing Indian company into U.S public company with the prestige and capability to raise money from U.S and European institutional investors. Focus on small and medium enterprises (SMEs). SMEs are dynamic force in India fall under this category. Indias strength in Information Technology sector is well known, but it is Indias fast growing manufacturing sector, driven by approximately three million SME`s in sectors ranging from auto components to industrial goods, that is rapidly India a leading global manufacturing hub. Debt Financing is not the answer for SME`s. There seems to an across

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the board consensus that Indian SME`s have not been able to fully tap their potential and keep pace with Indias growth because of their inability to access greater sources of financing. For vast majority of Indian SME`s, the high domestic interest rate regime (prime rate of 12.75% to 13.25%) continues to be a substantial hindrance. Furthermore, the ability to raise debt financing outside India (typically referred to as External Commercial Borrowings (ECBs) is strictly regulated by RBI. No IPO boom for Indian SMEs in Indian stock markets. The Indian stock markets including the BSE & NSE have essentially ignored robust Indian SMEs. The avg. size of Indian IPO rose to approximately $100 million in 2008-09. Meanwhile smaller Indian companies seeking to raise funds of less than that amount have found it increasingly difficult to raise funds through Indian Stock Markets listings. According to SEBI only 104 companies raised capital in the range of $2.5 million to $125 million in March 2007 fiscal year. No companies have raised money in the $1.25 million to $2.5 million range since April 2007. Finally, only 52 companies have been able to raise funds in the range of $2.5 million to $125 million in March 2008 fiscal year. There are few smaller Indian IPOs because Indian merchant bankers prefer to work on bigger IPOs that earn them bigger, as the work required for a small IPO compared to a large IPO is relatively the same. Also the regional stock exchanges, where the majority of SMEs would list themselves if possible, face stiff competition from Indias two major stock exchanges BSE & NSE. Emissary Capital Ltd. Is a full service merchant banking firm which specializes in assisting fast growing Indian companies in obtaining financing and U.S stock market listings as well as identifying and advising on mergers & acquisitions transactions for such companies.

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THANK YOU

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