VIBRATION ANALYSIS OF CYLINDRICAL THIN SHELL

Friday 6 May 2011

MERCHANT BANKING




MERCHANT
BANKING












INTRODUCTION

The Notification of the Ministry of Finance defines merchant banker as “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, advisor or rendering corporate advisory services in relation to such issue management”

The Amendment Regulation specifies that issue management consist of Prospectus and other information relating to issue, determining financial structure, tie-up of financiers and final allotment and refund of the subscriptions, underwriting and portfolio management services. In the words of Skully “A Merchant Bank could be best defined as a financial institution conducting money market activities and lending, underwriting and financial advice, and investment services whose organization is characterized by a high proportion of professional staff able to able to approach problems in an innovative manner and to make and implement decisions rapidly.”

Merchant banking is skill based activities and involves serving every financial need of every client. It requires focused skill-base to provide for the requirements of the client. SEBI has made the quality of man-power as one of the criteria for registration as merchant banker. These skills should not be concentrated in issue management and underwriting alone, which may have an adverse impact on business. Merchant bankers can turn to any of the activities mentioned above depending upon resources, such as capital, foreign tie-ups for overseas activities and skills. The depth and sophistication in merchant banking business are improving since the avenues for participating in capital market activities have widened from issue management and underwriting to private placement, bought out deals (BODS), buy-back of shares, merges and takeovers. The services of merchant bank cover project counseling, pre investment activities, feasibility studies, project reports, design of capital structure, issue management, underwriting, loan syndication, mobilization of funds from Non-Resident Indians, foreign currency finance, mergers, amalgamation, takeover, venture capital, buy back and public deposits. A Category-1 merchant banker can undertake issue management only. Separate registration is not necessary to carry on the activity as underwriter.
SECURITIES AND EXCHANGE BOARD OF INDIA
(MERCHANT BANKERS)
REGULATIONS, 1992







SHORT TITLE AND COMMENCEMENT:

1.         (1)        These regulations may be called the Securities and Exchange Board of                         India (Merchant Bankers) Regulations, 1992.

            (2)        They shall come into force on the date of their publication in the                                    Official Gazette.


DEFINITIONS:

2.         In these regulations, unless the context otherwise requires, -
 (a)       "Form " means a form specified in Schedule I;

(b)       "Inspecting authority" means one or more persons appointed by the     Board to exercise powers conferred under Chapter IV;

(c)        "Principal officer " means –
(i)         Proprietor, in the case of a proprietary concern;
(ii)        Partner, in the case of a partnership firm;
(iii)       Director, in the case of a body corporate, who is responsible for             the activities of the merchant banker;

            (d)       "Rules" means Securities and Exchange Board of India (Merchant                               Bankers) Rules, 1992;

(e)        Words and expressions used and not defined in these regulations but                            defined in the Act and the rules shall have the meanings respectively                                   assigned to them in the Act or the rules as the case may be.

REGISTRATION OF MERCHANT BANKERS
Application for grant of certificate
3.         (1)        An application by a person for grant of a certificate shall be made to                            the Board in Form A.
            (2)        The application under sub- regulation (1) shall be made for any one of                         the following categories of the merchant banker namely:-
                        (a) Category I, that is –
      (i)   To carry on any activity of the issue management, which will      inter-alia consist of preparation 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
                             (ii)   To act as adviser, consultant, manager, underwriter, portfolio                                        manager.

(b)       Category II, that is, to act as adviser, consultant, co-manager,                             underwriter, portfolio manager;
                        (c)        Category III, that is to act as underwriter, adviser, consultant                                        to an issue;
                        (d)       Category IV, that is to act only as adviser or consultant to an                                          issue.

             (2A)    Notwithstanding anything contained in this regulation, with                                           effect from 9th December, 1997,
                        (i)         An application under sub-regulation (2) can be made only for                                        carrying on the activities mentioned in clause (a) therein, and
                        (ii)        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 (Underwriters)                                       Regulations, 1993, and
                        (iii)       An applicant can carry on the activity 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.]

            (3)        Notwithstanding anything contained in sub-regulation (1), any                                       application made by a merchant banker prior to coming into force of                                   these regulations containing such particulars or as near thereto as                                 mentioned in Form A shall be treated as an application made in                           pursuance of sub-regulation (1) and dealt with accordingly.
                        Application to conform to the requirements

4.         Subject to the provisions of sub-regulation (3) of regulation 3, any         application, which is not complete in all respects and does not conform to the         instructions specified in the form, shall be rejected:

Provided that, before rejecting any such application, the applicant shall be given an opportunity to remove within the time specified such objections as may be indicated by the Board.

Furnishing of information, clarification and personal representation.

5.         (1)        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.

            (2)        The applicant or its principal officer shall, if so required, appear                                   before the Board for personal representation.

 
CONSIDERATION OF APPLICATION

6.         The Board shall take into account for considering the grant of a certificate,     all matters, which are relevant to the activities relating to merchant banker        and in particular the applicant complies with the following requirements,        namely: -
 (a)       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, 1934, (2 of 1934)                          as amended from time to time,]
                 [Provided 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] the         applicant has the necessary infrastructure like adequate       office space, equipments, and manpower to effectively       dischargehis activities;]

(b)       the applicant has in his employment minimum of two persons     who have the experience to conduct the business of the          merchant banker;

(c)        a person directly or indirectly connected with the applicant has not been granted registration by the Board;
            Explanation: For the purposes of this clause the expression         "directly or indirectly connected" means any person being an      associate, subsidiary, inter-connected or group Company of the         applicant in case of the applicant being a body corporate.

(d)       the applicant fulfils the capital adequacy requirement specified             in regulation 7;

(e)        the applicant, his partner, director or principal officer is not       involved in any litigation connected with the securities market           which has an adverse bearing on the business of the applicant;

(f)        the applicant, his director, partner or principal officer has not at any time been convicted for any offence involving moral turpitude or has been found guilty of any economic offence;

(g)        the applicant has the professional qualification from an   institution recognised by the Government in finance, law or        business management;

 (h)      grant of certificate to the applicant is in the interest of    investors.
CAPITAL ADEQUACY REQUIREMENT
            7.         (1)        The capital adequacy requirement referred to in sub-                                                      regulation (d) of regulation 6 shall not be less than the net                                               worth of the person making the application for grant of                                                            registration.
(2)        For the purposes of sub- regulation (1), the networth shall be as             follows, namely: -
Category Minimum Amount
Category I 7*[Rs. 5, 00, 00, 000]
Category II Rs. 50, 00, 000
Category III Rs. 20, 00, 000
Category IV Nil

Explanation: For the purposes of this regulation "networth" means in the case of an applicant which is a partnership firm or a body corporate, the value of the capital contributed to the business of such firm or the paid up capital of such body corporate plus free reserves as the case may be at the time of making application under sub-regulation (1) of regulation 3.

PROCEDURE FOR REGISTRATION

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

RENEWAL OF CERTIFICATE

            9.         (1)        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.
(2)        The application for renewal, under sub-regulation (1) shall be    dealt with in the same manner as if it were a fresh application      for grant of a certificate.
                13*[Provided that in case of an application for renewal of             certificate of registration, the provisions of clause (a) of           regulation 6 shall not be applicable upto June 30th, 1998]

(3)        The Board on being satisfied that the applicant is eligible for      renewal of certificate shall grant a certificate in Form B and       send intimation to the applicant 

(6)        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

            10.       (1)        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 of being heard.
(2)        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.
(3)        Any applicant may, being aggrieved by the decision of the          Board, under sub-regulation (1), apply within a period of thirty        days from the date of receipt of such intimation to the Board         for reconsideration of its decision.
(4)        The Board shall reconsider an application made under sub-       regulation (3) and communicate its decision as soon as possible          in writing to the applicant.



EFFECT OF REFUSAL TO GRANT CERTIFICATE

            11.       Any merchant banker whose application for a certificate has been                                refused by the Board shall on and from the date of the receipt of the                                    communication under sub-regulation (2) of regulation 10 cease to                                carry on any activity as merchant banker.

PAYMENT OF FEES AND THE CONSEQUENCES OF FAILURE TO PAY FEES

            12.       (1)        Every applicant eligible for grant of a certificate shall pay such                          fees in such manner and within the period specified in Schedule                                    II.
(2)        Where a merchant banker fails to pay the Annual fees as            provided in sub-regulation (1), read with Schedule II, the    Board may suspend the registration certificate, whereupon the           merchant banker shall cease to carry on any activity as a            merchant banker for the period during which the suspension          subsists.





GENERAL OBLIGATIONS AND RESPONSIBILITIES

CODE OF CONDUCT

13.       Every merchant banker shall abide by the Code of Conduct as specified in      Schedule III.
 [Merchant banker not to associate with any business other than that of the securities market

13A – No merchant banker, other than a bank or a  [public financial institution],        who has been granted a certificate of registration under these regulations shall [after June 30th, 1998] carry on any business other than that in the          securities market.

Notwithstanding anything contained above, a merchant banker who prior to the date of notification of the securities and exchange board of India (Merchant Bankers) Amendment Regulations, 1997, has entered into a contract in respect of a business other than that of the securities market, may, if he so desires, discharge his obligations under such contract.
Explanation - for the purposes of this regulation:

(i)         A "bank" shall mean a banking company as defined under section 5 of the Banking Regulation Act, 1949 (10 of 1949) and the corresponding new bank set up under the Banking Companies (Acquisition and Transfer of Undertaking) Act, 1970 (5 of 1970) and Banking Companies (Acquisition and Transfer of Undertaking) Act, 1980 (40 of 1980), State Bank of India Act, 1955 (23 of 1955) and State Bank of India (Subsidiary Banks) Act, 1959 (38 of 1959)

            (ii)        A "public financial institution" shall have the same meaning as                          assigned to      the term under Section 4A of the Companies Act, 1956                                  (1 of 1956) and shall include Industrial Development Corporations                          and Financial Corporations established by the Central Government or                    State Governments as the case may be]
 [Provided that a merchant banker who has been granted certificate of registration to act as primary or satellite dealer by Reserve Bank of India, may carry on such business as may be permitted by Reserve Bank of India]

MAINTENANCE OF BOOKS OF ACCOUNTS, RECORDS ETC.

14.       (1)        Every merchant banker shall keep and maintain the following   books of accounts, records and documents namely:-
                            (a)    a copy of balance sheet as at the end of each accounting period;
    (b)   a copy of profit and loss account for that period;
    (c)    a copy of the auditor's report on the accounts for that period;    and
                            (d)   a statement of financial position.

(2)        Every merchant banker shall intimate to the Board the place      where the books of accounts, records and documents are         maintained.

(3)        Without prejudice to sub- regulation (1), every merchant            banker shall, after the end of each accounting period furnish to   the Board copies of the balance sheet, profit and loss account           and such other documents for any other preceding five   accounting years when required by the Board.

SUBMISSION OF HALF-YEARLY RESULTS

15.       Every merchant banker shall furnish to the Board half-yearly unaudited financial results when required by the Board with a view to monitor the capital adequacy of the merchant banker.



MAINTENANCE OF BOOKS OF ACCOUNT, RECORDS AND OTHER DOCUMENTS

16.       The merchant banker shall preserve the books of accounts and other records and documents maintained under regulation 14 for a minimum period of five years.

REPORT ON STEPS TAKEN ON AUDITOR'S REPORT

17.       Every merchant banker shall within two months from the date of the auditors' report take steps to rectify the deficiencies, made out in the auditor's report.

APPOINTMENT OF LEAD MERCHANT BANKERS

18.       (1)        All issues should be managed by atleast one merchant banker    functioning as the lead merchant banker:

Provided that, in an issue of offer of rights to the existing members with or without the right of renunciation the amount of the issue of the body corporate does not exceed rupees fifty lakhs, the appointment of a lead merchant banker shall not be essential.

(2)        Every lead merchant banker shall before taking up the assignment relating to an issue, enter into an agreement with such body corporate setting out their mutual rights, liabilities and obligations relating to such issue and in particular to disclosures, allotment and refund.

RESTRICTION ON APPOINTMENT OF LEAD MANAGERS

19.       The number of lead merchant bankers may not, exceed in case of any issue of Size of issue No. of Merchant Bankers
(a) Less than rupees fifty crores Two
(b) Rupees fifty crores but lessthan rupees one hundred crores Three
(c) Rupees one hundred crores but less than rupees two hundred  
    crores Four
(d) Rupees two hundred crores but less than rupees four hundred   crores Five
(e) Above Rupees four hundred crores five or more as may be agreed by the board

RESPONSIBILITIES OF LEAD MANAGERS

20.       (1)        No lead manager shall agree to manage or be associated with                             any issue unless his responsibilities relating to the issue mainly,                   those of disclosures, allotment and refund are clearly defined,                           allocated and determined and a statement specifying such                                     responsibilities is furnished to the Board at least one month                                before the opening of the issue for subscription:

Provided that, where there are more than one lead merchant bankers to the issue the responsibilities of each of such lead merchant banker shall clearly be demarcated and a statement specifying such responsibilities shall be furnished to the Board at least one month before the opening of the issue for subscription.

(2)        No lead merchant banker shall, agree to manage the issue made by any body corporate, if such body corporate is an associate of the lead merchant banker.

Lead merchant banker not to associate with a merchant banker without registration

21.       A lead merchant banker shall not be associated with any issue if a merchant banker who is not holding a certificate is associated with the issue.

UNDERWRITING OBLIGATIONS

22.                   In respect of every issue to be managed, the lead merchant                                 banker holding a certificate under Category I shall accept a                                 minimum Underwriting obligation of five percent of the total                                   underwriting commitment or rupees twenty-five lacs,                                              whichever is less:

Provided that, if the lead merchant banker is unable to accept the minimum underwriting obligation, that lead merchant banker shall make arrangement for having the issue underwritten to that extent by a merchant banker associated with the issue and shall keep the Board informed of such arrangement.

SUBMISSION OF DUE DILIGENCE CERTIFICATE

23.       The lead merchant banker, who is responsible for verification of the                             contents of a prospectus or the Letter of Offer in respect of an issue                                     and the reasonableness of the views expressed therein, shall submit to                              the Board at least two weeks prior to the opening of the issue for                            subscription, a due diligence certificate in Form C.

DOCUMENTS TO BE FURNISHED TO THE BOARD

24.       (1)        The lead manager responsible for the issue shall furnish to the                                       Board, the following documents, namely: -
(i) particulars of the issue;
(ii) draft prospectus or where there is an offer to the existing shareholders, the draft letter of offer;
(iii) any other literature intended to be circulated to the investors, including the shareholders; and
(iv) such other documents relating to prospectus or letter of offer as the case may be.

                        (2)        The documents referred to in sub-regulation (1) shall be                                      furnished at least two weeks prior to date of filing of the draft                                             prospectus or the letter of offer, as the case may be, with the                                                 Registrar of Companies or with the Regional Stock Exchanges,                             or with both.

(3)        The lead manager shall ensure that the modifications and suggestions, if any, made by the Board on the draft prospectus or the Letter of Offer as the case may be, with respect to information to be given to the investors are incorporated therein.

24        A.        The draft prospectus or draft letter of offer referred to in          regulation 24 shall be submitted along with such fees and in         such manner as may be specified in Schedule IV]

CONTINUANCE OF ASSOCIATION OF LEAD MANAGER WITH AN ISSUE

25.       The lead manager undertaking the responsibility for refunds or            allotment of securities in respect of any issue shall continue to be      associated with the issue till the subscribers have received the share or          debenture certificates or refund of excess application money;

            Provided that where a person other than the lead manager is     entrusted with the refund or allotment of securities in respect of any      issue, the lead manager shall continue to be responsible for ensuring         that such other person discharges the requisite responsibilities in            accordance with the provisions of the Companies Act and the listing          agreement entered into by the body corporate with the stock-           exchange.

ACQUISITION OF SHARES PROHIBITED

26.       No merchant banker or any of its directors, partner or manager or principal officer shall either on their respective accounts or through their associates or relatives enter into any transaction in securities of bodies corporate on the basis of unpublished price sensitive information obtained by them during the course of any professional assignment either from the clients or otherwise.

INFORMATION TO THE BOARD

27.       Every merchant banker shall submit to the Board complete particulars of any transaction for acquisition of securities of any body corporate whose issue is being managed by that merchant banker within fifteen days from the date of entering into such transaction.


Disclosures to the Board

28.       A merchant banker shall disclose to the Board as and when required,                           the following information, namely: -
(i)  his responsibilities with regard to the management of the issue;

(ii)  any change in the information or particulars previously furnished,   which have a bearing on the certificate granted to it;

(iii)  the names of the body corporate whose issues he has managed or has been associated with;

(iv) the particulars relating to breach of the capital adequacy requirement as specified in regulation 7;

(v)  relating to his activities as a manager, underwriter, consultant or adviser to an issue as the case may be.
APPOINTMENT OF COMPLIANCE OFFICER

            28        A.  (1) Every merchant banker shall appoint a compliance officer who                                     shall be responsible for monitoring the compliance of the Act,                                        rules and regulations, notifications, guidelines, instructions etc.,                              issued by the Board or the Central Government and for                                                             redressal of investors’ grievances.
                            (2)    The compliance officer shall immediately and independently                                          report to the Board any non-compliance observed by him and                                        ensure that the observations made or deficiencies pointed out                                           by the Board on \ in the draft prospectus or the Letter of offer                                         as the case may be, do not recur.]





 





PROCEDURE FOR INSPECTION

BOARD'S RIGHT TO INSPECT

29.       (1)        The Board may appoint one or more persons as inspecting authority                             to undertake inspection of the books of accounts, records and                                            documents of the merchant banker for any of the purposes specified in                  sub-regulation (2).

            (2)        The purposes referred to in sub-regulation (1) may be as follows                                    namely: -
(a)        to ensure that the books of account are being maintained in the manner required;
(b)       that the provisions of the Act, rules, regulations are being           complied with;
(c)        to investigate into the complaints received from investors, other merchant bankers or any other person on any matter having a          bearing on the activities of the merchant banker; and
(d)       to investigate suo-moto in the interest of securities business or     investors interest into the affairs of the merchant banker.

NOTICE BEFORE INSPECTION

30.       (1)        Before undertaking an inspection under regulation 29 the Board shall                          give a reasonable notice to the merchant banker for that purpose.
(2)        Notwithstanding anything contained in sub-regulation (1), where the Board is satisfied that in the interest of the investors no such notice should be given, it may by an order in writing direct that the inspection of the affairs of the merchant banker be taken up without such notice.
(3)        During the course of inspection, the merchant banker against whom an inspection is being carried out shall be bound to discharge his obligations as provided under regulation 31.

OBLIGATIONS OF MERCHANT BANKER ON INSPECTION BY THE BOARD

31.       (1)        It shall be the duty of every director, proprietor, partner, officer and                            employee of the merchant banker, who is being inspected, to produce                                to the inspecting authority such books, accounts and other documents                                 in his custody or control and furnish him with the statements and                                   information relating to his activities as a merchant banker within such             time as the inspecting authority may require.

            (2)        The merchant banker shall allow the inspecting authority to have                                  reasonable access to the premises occupied by such merchant banker                                   or by any other person on his behalf and also extend reasonable                           facility for examining any books, records, documents and computer                                data in the possession of the merchant banker or any such other                                    person and also provide copies of documents or other materials which,                         in the opinion of the inspecting authority are relevant for the purposes                  of the inspection.

            (3)        The inspecting authority, in the course of inspection, shall be entitled                            to examine or record statements of any principal officer, director,                             partner, proprietor and employee of the merchant banker.

            (4)        It shall be the duty of every director, proprietor, partner, officer or                               employee of the merchant banker to give to the inspecting authority                                   all assistance in connection with the inspection which the merchant                          banker may reasonably be expected to give.




SUBMISSION OF REPORT TO THE BOARD

32. The inspecting authority shall, as soon as may be possible submit, an           inspection report to the Board.

33.       The Board or the Chairman shall after consideration of inspection or   investigation report take such action as the Board or Chairman may deem fit     and appropriate including action under the Securities and Exchange Board        of India (Procedure for Holding Enquiry by Enquiry Officer and Imposing     Penalty) Regulations, 2002."

APPOINTMENT OF AUDITOR

34.       The Board may appoint a qualified auditor to investigate into the books of       account or the affairs of the merchant banker:

Provided that the auditor so appointed shall have the same powers of the inspecting authority as are mentioned in regulation 29 and the obligations of the merchant banker in regulation 31 shall be applicable to the investigation under this regulation.

Explanation: For the purposes of this regulation the expression "qualified auditor" shall have the same meaning as given in Section 226 of the Companies Act, 1956 (1 of 1956).

PROCEDURE FOR ACTION IN CASE OF DEFAULT
Liability for action in case of default

35.       A MERCHANT BANKER WHO –
(a)        fails to comply with any conditions subject to which certificate has         been    granted;
(b)       contravenes any of the provisions of the Act, rules or regulations, shall             be dealt with in the manner provided under the Securities and      Exchange Board of India (Procedure for Holding Enquiry by Enquiry             Officer and Imposing Penalty) Regulations, 2002."

35.       (1) A MERCHANT BANKER WHO –

            (a)        fails to comply with any conditions subject to which certificate has                                 been granted;
            (b)       contravenes any of the provisions of the Act, rules or regulations;
                        shall be liable to any of the penalties specified in sub-regulation (2).
   
            (2)        The penalties referred to in sub-regulation (1) may be either:-
                        (a) suspension of registration; or
                        (b) cancellation of registration.

Following regulations 36 to 43 were omitted by the Securities and Exchange Board of India (Procedure for Holding Enquiry by Enquiry   Officer and Imposing Penalty) Regulations, 2002 published in the       official Gazette of India dated 27.09.2002.
                                                   
SUSPENSION OF REGISTRATION
36.       (1)        A penalty of suspension of registration of a merchant banker may be                            imposed where –
(i)         the merchant banker violates the provisions of the Act, rules or regulations;
(ii)        the merchant banker –

    (a)    fails to furnish any information relating to his activity as             merchant banker as required by the Board;
    (b)   furnishes wrong or false information;
    (c)    does not submit periodical returns as required by the Board;
    (d)   does not co-operate in any enquiry conducted by the Board;

(iii)       the merchant banker fails to resolve the complaints of the           investors or fails to give a satisfactory reply to the Board in this         behalf;
(iv)       the merchant banker indulges in manipulating or price rigging or cornering activities;
(v)        the merchant banker is guilty of misconduct or improper or       unbusinesslike or unprofessional conduct which is not in       accordance with the Code of Conduct specified in Schedule III;
(vi)       the merchant banker fails to maintain the capital adequacy        requirement in accordance with the provisions of regulation 7;
(vii)      the merchant banker fails to pay the fees;
(viii)     the merchant banker violates the conditions of registration;
(ix)       the merchant banker does not carry out his obligations as           specified in the regulation.

CANCELLATION OF REGISTRATION

37.       A penalty of cancellation of registration of a merchant banker may be imposed where
(i)       the merchant banker indulges in deliberate manipulation or      price rigging or cornering activities affecting the securities            market and the investors interest;
(ii)      the financial position of the merchant banker deteriorates to      such an extent that the Board is of the opinion that his      continuance as merchant banker is not in the interest of            investors;
(iii)     the merchant banker is guilty of fraud, or is convicted of a         criminal offence;
(iv)     in case of repeated defaults of the nature mentioned in   regulation 36 provided that the Board furnishes reasons for           cancellation in writing.



Manner of making order of suspension an cancellation

38.       No order of penalty of suspension or cancellation as the case      may be, shall be imposed except after holding an enquiry in   accordance with the procedure specified in regulation

39.       Manner of holding enquiry before suspension or cancellation
                                     (1)       For the purpose of holding an enquiry under regulation                                                  38, the Board may appoint an enquiry officer.
(2)        The enquiry officer shall issue to the merchant banker a             notice the registered office or the principal place of   business of the merchant banker.
(3)        The merchant banker may, within thirty days from the   date of receipt of such notice, furnish to the enquiry           officer a reply together with copies of documentary or        other evidence relied on by him or sought by the Board   from the merchant banker.
(4)        The enquiry officer shall, give a reasonable opportunity of hearing to the merchant banker to enable him to   make submissions in support of his reply made under             sub-regulation (3).
(5)        Before the enquiry officer, the merchant banker may                              either appear in person or through any person duly                                authorised by the merchant banker:
Provided that no lawyer or advocate shall be permitted to represent the merchant banker at the enquiry:
Provided further that where a lawyer or an advocate has been appointed by the Board as a presenting officer under sub- regulation (6), it shall be lawful for the merchant banker to present its case through a lawyer or advocate.
(6)        If it is considered necessary, the enquiry officer may ask             the Board to appoint a presenting officer to present its   case.
(7)        The enquiry officer shall, after taking into account all                 relevant facts and submissions made by the merchant             banker, submit a report to the Board and recommend    the penalty to be imposed as also the grounds on the        basis of which the proposed penalty is justified.


SHOW-CAUSE NOTICE AND ORDER

                        40.       (1)        On receipt of the report from the enquiry officer, the                                                      Board shall consider the same and issue a show-cause                                                      notice as to why the penalty as proposed by the enquiry                                                      officer should not be imposed.
(2)        The merchant banker shall within twenty-one days of    the date of the receipt of the show- cause send a reply to        the Board.
(3)        The Board after considering the reply to the show-         cause notice, if received, shall as soon as possible but not       later than thirty days from the receipt of the reply, if             any, pass such order as it deems fit.
(4)        Every order passed under sub- regulation (3) shall be      self- contained and give reasons for the conclusions   stated therein including justification of the penalty             imposed by that order.
(5)        The Board shall send a copy of the order under sub-       regulation (3) to the merchant banker.

 


EFFECT OF SUSPENSION AND CANCELLATION OF REGISTRATION OF MERCHANT BANKER

                        41.       (1)        On and from the date of the suspension of the merchant                                                 banker he shall cease to carry on any activity as a                                                             merchant banker during the period of suspension.

(2)        On and from the date of cancellation the merchant          banker shall with immediate effect cease to carry on any       activity as a merchant banker.

PUBLICATION OF ORDER OF SUSPENSION

            42.       The order of suspension or cancellation of certificate passed                               under sub-regulation (3) of regulation 40 shall be published in                                  at least two daily newspapers by the Board.

43.       Any person aggrieved by an order of the Board made, on and after the commencement of the Securities Laws (Second amendment) Act, 1999, (i.e., after 16th December 1999), under these regulations may prefer an appeal to a Securities Appellate Tribunal having jurisdiction in the matter]

a.  Substituted for the following provision by SEBI (Appeal to the Securities Appellate Tribunal) (Amendment) Regulations, 2000 published in the official Gazette of India dated 28.03.2000

"Any person aggrieved by an order of the Board may prefer an appeal to the Central Government"



SCHEDULE I - FORMS
FORM A
SECURITIES AND EXCHANGE BOARD OF INDIA
(MERCHANT BANKERS) REGULATIONS, 1992
(REGULATION 3)
APPLICATION FOR GRANT OF CERTIFICATE /
RENEWAL OF CERTIFICATE
 
 ADDITIONAL INFORMATION FOR FRESH REGISTRATION


NAME OF APPLICANT

CATEGORY:
 
CONTACT NAME ______________________

TELEPHONE NO: _____________________

INSTRUCTIONS FOR FILLING UP FORM
1.         It is important that this application form should be filled in accordance with the regulations.
2.         Applicants must submit a completed application form together with      appropriate supporting documents to the Board.
3.         Application for registration will be considered provided it is complete in all      respects.
4.         Answers must be typed.
5.         All signatures must be original.
6.         Information which needs to be supplied in more details may be given on           separate sheets which should be attached to the application form.


1.         PARTICULARS OF THE APPLICANT

1.1       Name of the Applicant:
1.2       (A) Address - Principal Place of business / Registered Office of the Company.
Pin code: ______________________ Telephone No:________________
Telex No:______________________Fax No:______________________
           
            (B) Address for Correspondence:
Pin code:______________________Telephone No:________________
Telex No:______________________Fax No:______________________

(C) Address of Branch Offices:

2.         ORGANISATION STRUCTURE
(Organisation Chart separately showing functional responsibilities of Merchant Banking activities to be enclosed).

2.1       Objectives:-
(To be given in brief along with copy of Memorandum and Articles of Association).

2.2       Date and Place of Incorporation:
Day Month Year Place

2.3       Status of the Applicant:
(e.g. limited company - Private/Public, unlimited company, partnership, proprietary, others. If listed, names of Stock Exchanges and latest share price to be given).

2.4       Particulars of all Directors/Partners/Proprietors:-
Name
Qualification
Experience in Merchant Banking & Financial Services related areas Share in applicants firm company Directorship in other companies


2.5       Particulars of Key Management Personnel: (Particulars of merchant banking division)
Name
Qualification
Experience with particular reference to merchant banking Date of appointment Functional areas

2.6       Name and activities of associate companies/concerns
Name of Company
Address/firm
Type of activity handled
Nature of Interest of Promoter/Director
Nature and interest of applicant company

3.         BUSINESS INFORMATION
3.1 History, major events and present activities:
3.2 Details of Experience in Merchant Banking activities.
3.3 Experience in other financial services rendered:-
3.4 Business handled during the last three years:

a)         Issue Management
Name of client
Type of Issue
Size of Issue
Year of Issue
Times subscribed
Name of lead merchant banker
Functional responsibilities

b)         Investment Adviser: -
Name of Client Year for which services are rendered
Nature of services rendered

c)         Underwriting
Name of client Type and size
Amount underwritten of Issue
% age of issue under Year of Issue
Whether there was any devolvement written

d)         Portfolio Management
Name of Scheme
Features of the Scheme
Number of Clients
Total Volume of Funds managed
Average Returns

e)         Consultants/Advisors to the Issue
Name of the Client
Year of Issue
Type and Size of Issue
Nature of services rendered
Name of Lead Merchant Banker(s)

4.         CLIENT INFORMATION
            4.1       List of major clients with address
Name
Services Rendered

            4.2       If the applicant is proposing to engage in Merchant Banking activities                           for the first time, the experience of key management personnel to be                              indicated.
Name of Key management personnel
Qualification
Previous positions held
Experience particularly in respect of merchant banking activities

4.2 (a) If the applicant is proposing to engage in Merchant Banking activities                           for the first time, business plan of the company with projected volume              of activities and income for which registration is sought to be                                        specifically given.
            4.3       Details of infrastructure including computing facilities, equity                                        research and database available with the applicant.

            4.4       Any other information considered relevant to the nature of services                              rendered by the applicant.


5. FINANCIAL INFORMATION

5.1 Capital Structure (Rs. in lakhs)

  Year prior to the preceding year of current year
Preceding year
Current year
a) Paid-up capital


b) Free reserves  (excluding re- valuation reserves)


c) Total (a) + (b)


Note: -
1. In case of partnership or proprietary concerns, please indicate capital minus drawings.
2. In case of partnership or proprietary concerns, please indicate the financial position, means and networth of the partners.

5.2 Deployment of Resources (Rs. in lakhs)

 Year prior to the preceding year of current year
Preceding year
Current year
(a) Fixed Assets


(b) Plant & Machinery and  Office Equipment


(c) Quoted Investments


(d) Unquoted Investments


(e) Details of Liquid Assets


(f) Others



(Details of Investments, Loans & Advances made to Associate Companies/ firms where Promoters/ Directors have an interest be separately given).



5.3 Major Sources of Income: (Rs. in lakhs)
Year prior to the preceding year of current year
Preceding year
Current year
*Fees charged as % of issue
(a) Issue Management



(b) Underwriting



(c) Portfolio Management



(d) Consultant/ Advisor to Issue



(e) Investment Adviser



(f) Others




*As fees charged by the merchant banker may vary from issue to issue, please indicate range within which fees have been charged.

5.4 NET PROFIT
Year prior to the preceding year of current year
Preceding year
Current year

5. 5 DIVIDEND
Year prior to the preceding year of current year
Preceding year
Current year

Amount
Percentage
Note: Please enclose three years of audited annual accounts. Where unaudited reports are submitted, give reasons. If minimum networth requirement has been met after last audited annual accounts, audited statement of accounts of a later date also be submitted.


5.6       List of major shareholders (holding 5% and above of applicant directly or along     with associates - applicable only to limited companies)
            Shareholding as on: ______________________________
Name of shareholder
No. of Shares held
% age of total paid up capital of the company

5.7 Name and Address of the Principal bankers of the applicant.
5.8 Name and address of the Auditors.

6.         OTHER INFORMATION

6.1       Details of all settled and pending disputes:
            Nature of dispute Name of the party Pending/settled.
6.2       Indictment of involvement in any economic offences by the applicant or any of     the Directors, or key managerial Personnel in the last three years.
 



DECLARATION
THIS DECLARATION MUST BE SIGNED BY TWO DIRECTORS, TWO PARTNERS OR THE SOLE PROPRIETOR AS THE CASE MAY BE

            I/We hereby apply for registration. I/We warrant that I/We have truthfully and fully answered the questions above and provided all the information which might reasonably be considered relevant for the purposes of my registration. I/We declare that the information supplied in the application form is complete and correct.

For and on behalf of ------------------------------------------ (Name of Applicant)
Director/Partner or Sole Proprietor Director/Partner ___________________
(Name in Block Letters) (Name in Block Letters) _______________________Date




FORM B
SECURITIES AND EXCHANGE BOARD OF INDIA
(MERCHANT BANKERS) REGULATIONS, 1992
(REGULATION 8 CERTIFICATE OF REGISTRATION

In exercise of the powers conferred by sub-section (1) of section 12 of the Securities and Exchange Board of India Act, 1992, read with the rules and regulations made there under the Board hereby grants a certificate of registration to ______________________________ as a merchant banker in Category I subject to the conditions in the rules and in accordance with the regulations to carry out the following activities: -

1.      Management of any issue, including preparation of prospectus, gathering information relating to the Issue, determining financing structure, tie up of financiers, final allotment and refund of excess application money.
2.      Investment Advisor.

       3. Managers, Consultant or Adviser to any issue including corporate advisory                         services.
     4.    Consultant or Advisor.
(*Delete whichever are not applicable)
II. Registration Code for the merchant banker is MB / / /
III. This certificate shall be valid from _____________ to _________ and may be renewed as specified in regulation 9 of Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992.

Place
Date

By Order
Sd/-


FORM C
SECURITIES AND EXCHANGE BOARD OF INDIA
(MERCHANT BANKERS) REGULATIONS, 1992
(REGULATION 23)
DUE DILIGENCE CERTIFICATE
To,
SECURITIES AND EXCHANGE BOARD OF INDIA
Dear Sirs,
SUB: ISSUE OF ____________________ BY _______________________ LTD.
We, the undernoted Lead Manager(s) to the above mentioned forthcoming issue state as follows:
1.         We have while finalising the draft prospectus/letter of offer pertaining to the said issue have examined various documents and other material as for adequate disclosures to the investor;

2.         On the basis of such examination and the discussions with the company, its directors and other officers, other agencies, independent verification of the statements concerning objects of the issue the contents of the documents and other material furnished by the company, WE CONFIRM that:

(a) the draft prospectus/letter of offer forwarded to SEBI is in conformity with the documents, materials and papers relevant to the issue;

(b) all the legal requirements connected with the said issue have been duly complied with; and

(c) the disclosures made in the draft prospectus/letter of offer are true, fair and adequate to enable the investors to make a well informed decision as to the investment in the proposed issue.

PLACE:
DATE:


SCHEDULE III
SECURITIES AND EXCHANGE BOARD OF INDIA
(MERCHANT BANKERS) REGULATIONS, 1992
[REGULATION 13]

CODE OF CONDUCT FOR MERCHANT BANKERS

  1. A Merchant Banker shall make all efforts to protect the interests of investors.
  2. A Merchant Banker shall maintain high standards of integrity, dignity and fairness in the conduct of its business.
  3. A Merchant Banker shall fulfill its obligations in a prompt, ethical, and professional manner.
  4. A Merchant Banker shall at all times exercise due diligence, ensure proper care and exercise independent professional judgment.
  5. A Merchant Banker shall endeavor to ensure that-
    1. inquiries from investors are adequately dealt with;
    2. grievances of investors are redressed in a timely and appropriate manner;
    3. where a complaint is not remedied promptly, the investor is advised of any further steps which may be available to the investor under the regulatory system.
  6. A Merchant Banker shall ensure that adequate disclosures are made to the investors in a timely manner in accordance with the applicable regulations and guidelines so as to enable them to make a balanced and informed decision.
  7. A Merchant Banker shall endeavor to ensure that the investors are provided with true and adequate information without making any misleading or exaggerated claims or any misrepresentation and are made aware of the attendant risks before taking any investment decision.
  8. A Merchant Banker shall endeavor to ensure that copies of the prospectus, offer document, letter of offer or any other related literature is made available to the investors at the time of issue or the offer.
  9. A Merchant Banker shall not discriminate amongst its clients, save and except on ethical and commercial considerations.
  10. A Merchant Banker shall not make any statement, either oral or written, which would misrepresent the services that the Merchant Banker is capable of performing for any client or has rendered to any client.
  11. A Merchant Banker shall avoid conflict of interest and make adequate disclosure of its interest.
  12. A Merchant Banker shall put in place a mechanism to resolve any conflict of interest situation that may arise in the conduct of its business or where any conflict of interest arises, shall take reasonable steps to resolve the same in an equitable manner.
  13. A Merchant Banker shall make appropriate disclosure to the client of its possible source or potential areas of conflict of duties and interest while acting as Merchant Banker which would impair its ability to render fair, objective and unbiased services.
  14. A Merchant Banker shall always endeavor to render the best possible advice to the clients having regard to their needs.
  15. A Merchant Banker shall not divulge to anybody either orally or in writing, directly or indirectly, any confidential information about its clients which has come to its knowledge, without taking prior permission of its clients, except where such disclosures are required to be made in compliance with any law for the time being in force.
  16. A Merchant Banker shall ensure that any change in registration status / any penal action taken by the Board or any material change in the Merchant Banker’s financial status, which may adversely affect the interests of clients / investors is promptly informed to the clients and any business remaining outstanding is transferred to another registered intermediary in accordance with any instructions of the affected clients.
  17. A Merchant Banker shall not indulge in any unfair competition, such as weaning away the clients on assurance of higher premium or advantageous offer price or which is likely to harm the interests of other Merchant Bankers or investors or is likely to place such other Merchant Bankers in a disadvantageous position while competing for or executing any assignment.
  18. A Merchant Banker shall maintain arms length relationship between its merchant banking activity and any other activity.
  19. A Merchant Banker shall have internal control procedures and financial and operational capabilities which can be reasonably expected to protect its operations, its clients, investors and other registered entities from financial loss arising from theft, fraud, and other dishonest acts, professional misconduct or omissions.
  20. A Merchant Banker shall not make untrue statement or suppress any material fact in any documents, reports or information furnished to the Board.
  21. A Merchant Banker shall maintain an appropriate level of knowledge and competence and abide by the provisions of the Act, regulations made thereunder, circulars and guidelines, which may be applicable and relevant to the activities carried on by it. The merchant banker shall also comply with the award of the Ombudsman passed under Securities and Exchange Board of India (Ombudsman) Regulations, 2003.
  22. A Merchant Banker shall ensure that the Board is promptly informed about any action, legal proceedings etc., initiated against it in respect of material breach or non compliance by it, of any law, rules, regulations, directions of the Board or of any other regulatory body.
  23. (a) A Merchant Banker or any of its employees shall not render, directly or indirectly, any investment advice about any security in any publicly accessible media, whether real-time or non real-time, unless a disclosure of his interest including a long or short position, in the said security has been made, while rendering such advice.
(b) In the event of an employee of the Merchant Banker rendering such advice, the merchant banker shall ensure that such employee shall also disclose the interests, if any, of himself, his dependent family members and the employer merchant banker, including their long or short position in the said security, while rendering such advice.
  1. A Merchant Banker shall demarcate the responsibilities of the various intermediaries appointed by it clearly so as to avoid any conflict or confusion in their job description.
  2. A Merchant Banker shall provide adequate freedom and powers to its compliance officer for the effective discharge of the compliance officer’s duties.
  3. A Merchant Banker shall develop its own internal code of conduct for governing its internal operations and laying down its standards of appropriate conduct for its employees and officers in carrying out their duties. Such a code may extend to the maintenance of professional excellence and standards, integrity, confidentiality, objectivity, avoidance or resolution of conflict of interests, disclosure of shareholdings and interests etc.
  4. A Merchant Banker shall ensure that good corporate policies and corporate governance are in place.
  5. A Merchant Banker shall ensure that any person it employs or appoints to conduct business is fit and proper and otherwise qualified to act in the capacity so employed or appointed (including having relevant professional training or experience)
  6. A Merchant Banker shall ensure that it has adequate resources to supervise diligently and does supervise diligently persons employed or appointed by it in the conduct of its business, in respect of dealings in securities market.
  7. A Merchant Banker shall be responsible for the acts or omissions of its employees and agents in respect of the conduct of its business.
  8. A Merchant Banker shall ensure that the senior management, particularly decision makers have access to all relevant information about the business on a timely basis.
  9. A Merchant Banker shall not be a party to or instrumental for -
    1. creation of false market;
    2. price rigging or manipulation or;
    3. passing of unpublished price sensitive information in respect of securities which are listed and proposed to be listed in any stock exchange to any person or intermediary in the securities market.








SECURITIES AND EXCHANGE BOARD OF INDIA
(MERCHANT BANKERS) (AMENDMENT) REGULATIONS, 1996
(SEE REGULAITON 24A)

1.         Every merchant banker shall pay fees as set out below:
Size of the issue including premium and intended retention of over subscription
(Rs.) Proposed Fee per document (Rs.)
Upto 5 crores                                                                             10, 000
More than 5 crores and upto 10 crores                                    15, 000
More than 10 crores and upto 50 crores                                  25, 000
More than 50 crores and upto 100 crores                                50, 000
More than 100 crores and upto 500 crores                         2, 50, 000
More than 500 crores                                                            5, 00, 000

2.         Fees referred to in clause (1) above, shall be paid in the following manner:
a.         The fees shall be paid along with the draft of the offer document submitted to the Board under regulation 24
b.         The fees shall be payable by a draft in favour of `Securities and Exchange Board of India' at Mumbai or at the respective regional offices where the draft offer document under regulation 24 is submitted.

Simplification and streamlining of issue procedure
  • The SEBI has exempted infrastructure companies and municipal corporations from the requirements of Rule 19(2)(b) of Securities Contracts (Regulation) Rules, 1957, allowing them to list their debt instruments on the stock exchanges without the pre-existing requirement of equity being listed first. These companies can come out with a public offer and list their NCDs/PCDs subject to the condition that such instruments carry an investment grade rating and are fully secured irrespective of their maturity. In case of FCDs/PCDs, the equity issued prior to the issue of debt could be listed only at the time when the equity arising on conversion of such convertible instruments gets listed. This has been done so as to facilitate fund raising by infrastructure companies which have long gestation periods and entities like municipal corporations which can only raise funds through debt instruments.

  • The existing SEBI Guidelines restricted the facility of book-building to 75 per cent of the issue size. However, this constrained the benefits arising out of demand and price discovery. The facility of making an issue through book building has now been extended to entire issue size and shall be available to issuer companies which propose to make an issue of capital of and above Rs. 100 crore.

  • Amendments to SEBI (Merchant Bankers) Regulations, 1992 were made. Only body corporates were allowed to function as merchant bankers.

  • Multiple categories of merchant bankers viz. Category II,III and IV was abolished and henceforth there will be only one category of merchant bankers. The merchant banker would now be required to seek separate registration if they wish to act as underwriter or portfolio manager.

  • Also, merchant bankers were prohibited from carrying on fund-based activities other than those related exclusively to the capital market. In effect, the activities undertaken by NBFCs such as accepting deposits, leasing, bill discounting etc. would not be allowed to be undertaken by a merchant banker.

  • The SEBI (Registrars to an Issue and Share Transfer Agents) Regulations 1993 were amended to provide for an arms length relationship between the issuer and the Registrar to the Issue. It has been stipulated that no registrar can act as registrar to any issue of securities made by any body corporate, if the Registrar to the Issue and the Issuer are associates.



ICICI SECURITIES

Overview
ICICI Securities is one of the leading investment banks in the domestic equity capital markets and has been instrumental in pioneering numerous innovative practices in the investment banking space.

The Corporate Finance practice offers Capital Market and Advisory services in India and overseas. Our consistent ranking as one of the top Investment Banks as per Prime Database league tables manifests our expertise in this space.

With a single goal of `facilitating clients' success', ICICI Securities has been influential in fund mobilisation for our clients who include corporations, financial institutions, financial sponsors and government.

For the year ended March 31, 2010, ICICI Securities Ltd handled 16 issues and raised INR 230 Billion covering 23% of the total domestic fund raising activity in FY10.

ICICI Securities is a SEBI registered Category I Merchant Banker

Equity Capital Markets

ICICI Securities has been at the forefront of capital markets advisory for several decades and has also been involved in most of the major public equity issuances in recent times. We are amongst the leading underwriters of Indian equity and equity linked offerings with unparalleled execution capabilities. We provide end-to-end fund raising solutions, from structuring to placement of the equity instrument.

Our products include Initial Public Offerings (IPOs), Further Public Offerings (FPOs), Rights Offerings, Convertible Offerings, Qualified Institutional Placement (QIP), Non-convertible Debentures, Buyback, Delisting, Open Offers and international offerings, for both, unlisted and listed entities.


ICICI Securities has successfully managed public issues of companies which were the first in their sector to tap the market - media both print and television, first Govt. of India divestment IPO, first pure-play internet company in India, first mobile VAS company, etc.

ICICI Securities was also involved in various pioneering issues in the Indian capital markets - the first issue using the new alternate book-building (French Auction) method (NTPC), the first issue of shares with Differential Voting Rights (Tata Motors), the first public issue of Non-Convertible Debentures (Tata Capital), the first delisting using the reverse book-building mechanism (Hewlett-Packard), etc.

With offices across major financial centres (New York, Singapore, Mumbai and Delhi), ICICI Securities delivers its products covering corporates and investors across geographies

Private Equity
ICICI Securities has a dedicated practice to assist companies with capital mobilisation through the private equity / venture capital route across their life-cycle.

We help companies to raise capital during the seed, growth and expansion phases as well as acquisition financing, structuring the deal to maximize value for all its stakeholders.

Our extensive industry knowledge across multiple sectors, wide-ranging deal structuring capabilities and thorough grasp of the regulatory environment make us the 'banker of choice', for companies and private equity funds alike.

We have working relationships with all major private equity players, both in India and abroad and can facilitate access for our clients to these investors. We advice on a wide variety of products including mezzanine and private equity financing, secondary sale transactions, pre-IPO deals and preferential allotments by listed companies.




RETAIL - RETAIL EQUITIES

OVERVIEW
The primary objective of ICICIdirect.com is to empower the individual to take complete control of his investments and offer the entire basket of investment options by giving him a democratic medium of investment with a seamless structure that integrates his bank account; his demat account and the trading account. It is also meant to allow the investor to imbibe self-discipline and take control of the investments made by him.

ICICIdirect.com offers a convenient and easy to use platform to invest in equity and various other products. Buying and selling shares are just a click away. Our powerful 3-in-1 concept enables our customers to tie in their savings bank, demat and brokerage accounts electronically and seamlessly.

Apart from convenience, ICICIdirect.com also offers access to comprehensive research information, stock picks and mutual fund recommendations among other offerings. There are tailored services and trading strategies available to different types of customers ? day traders, high-volume traders, derivatives trading etc. ICICIdirect.com is one of the first companies to offer seamless access to US markets by tying up with a leading US based broker. This service enables Indian customers to invest upto $200,000 in US stocks and options. All this can be done through the customer's existing ICICIdirect.com brokerage login id.

ICICIdirect.com brings the same convenience while investing in almost all prominent Mutual funds. One can invest in any of the leading Mutual Funds without the hassles of filling application forms or any other paperwork. There is no need for any signatures or proof of identity for investing.

Once a request is placed for investing in a particular fund, there are no manual processes involved. Bank funds are automatically debited or credited while simultaneously crediting or debiting the unit holdings.



The clients also get control over their investments with online order confirmations and order status tracking. One can see the performance of his investments through online updation of MF portfolio with current NAV.

ICICIdirect.com uses the most advanced commercially available 128-bit encryption technology enabled Secure Socket Layer (SSL), to ensure that the information transmitted between the client and ICICIdirect.com across the Internet is safe and cannot be accessed by any third party. SSL has been universally accepted on the World Wide Web for authenticated and encrypted communication between clients and servers.

ICICIdirect.com is the first broker in India to introduce `Digitally Signed Contract Note' to its customers. As a result, the process of generating contract notes has been automated and the same would be instantly available to its customers in a safe and secure manner through the website.

ICICIdirect.com is constantly adding new paper less and on-line investment services for its clients. At present, apart from trading in Equity Cash and derivatives segments, it offers
  • Equity / IPOs
  • Mutual Funds / NFOs



KOTAK MAHINDRA CAPITAL COMPANY

·         ABOUT THIS COMPANY

·         Preeminent Indian investment bank

Kotak Mahindra Capital Company (KMCC) is the investment banking arm of Kotak Mahindra Group, a leading financial institution in India with over 20, 000 employees. Like its parent, KMCC is headquartered in Mumbai, but has its own office. The firm offers equity issuances, M&A advisory, structured finance services, financial sponsors group and infrastructure services. KMCC has unparalleled experience across all major industry sectors Banking & Financial services, FMCG, Pharmaceuticals & Healthcare, Energy & Infrastructure, Automobiles, Aviation & Transportation, Telecom, Technology, Retailing and Media & Entertainment. The company has played a key role in several industry-defining deals, such as the Tech Mahindra, Hughes Software and Maruti Udyog IPOs. According to the Prime League Tables, KMCC has managed an unmatched 66 percent of all domestic equity offerings above Rs. 3 billion from April 1, 2003 to June 30, 2008. KMCC has also made a name for itself by being the first Indian investment bank to register with the Securities and Exchange Commission in the U.S. and the Securities & Futures Associates in the U.K.

Through its association with Kotak Mahindra bank and its subsidiaries in New York, London, Mauritius and Dubai, KMCC enables Indian corporations to access international capital markets. In addition to working for top technology companies, including British Telecom and Sony, KMCC has also worked its magic for leading financial institutions like Citigroup and Warburg Pincus.

For its achievements, Kotak Investment Banking has been conferred with some of the leading industry awards including 2008: Best Investment Bank in India' by Finance Asia, 2008: Best Equity House in India' by Finance Asia and 2008: Best Domestic Equity House' by Asiamoney.


·         Elite seven
In addition to its M&A and equity capital markets groups, KMCC has what it calls its financial sponsors group (FSG). Set up in 2005, FSG is an initiative to provide the full suite of investment banking services for leading global and domestic private equity and hedge funds. The firm's FSG desk has seven experts who work closely with listed and unlisted companies, acting as buy- and sell-side advisors for deals in a wide variety of industries. KMCC leverages the broad-based expertise and deep experience of its team to structure and enable defining transactions for its clients. FSG's advisory and execution offerings include private equity financing, venture funding, mezzanine financing, referential allotments, buyouts, pre-IPO services, PIPE (private investment in public equity), secondary sales, and block purchases.

·         Foray in infrastructure
KMCC has recently setup an Infrastructure Group to provide the entire gamut of investment banking solutions to public and private sector corporates engaged in infrastructure development. The services offered include Bid Advisory Services, Partner Search and Strategic Alliances, Project Advisory Services, Debt/Quasi Debt Mobilization, Private Equity Mobilization and Project Level Acquisitions and Divestitures.

·         Good advice
KMCC lent its merchant banking and advisory services to several big deals in 2007 and 2008. The firm was the Book Running Lead Manager (BRLM) to Reliance Power's Rs. 115.6 billion IPO in January 2008, the global coordinator and BRLM to DLF's Rs. 91.9 billion IPO in June 2007 and the BRLM for Power Grid Corp of India's Rs. 29.8 billion IPO. KMCC also successfully completed some marquee qualified institutional placements (QIP) for GMR Infrastructure (Rs. 39.7 billion), Infrastructure Development Finance Co Ltd (Rs. 21 billion) and Bank of India (Rs. 13.6 billion) among others. KMCC showcased its leadership in the M&A space by advising on some of the largest and most complex M&A transactions, including managing the entry of buildings materials major, CRH, into India by acquiring a 50 percent stake in My Home Industries. It acted as exclusive advisor to Gokaldas Exports for sale of controlling stake to Blackstone (the largest buyout by a Private Equity Fund in Garments) and managing the related open offer by Blackstone. KMCC also was exclusive advisor to Bombay Stock Exchange and managed the first demutualization of stock exchange in India. It also worked in advisory capacity for SREI Infrastructure on its joint venture with BNP Paribas for Asset Finance (the largest M&A transaction in the NBFC sector).

·         According to FY08 Prime League Tables, Kotak was ranked No. 1 for fund raising through IPOs and QIPs. Indata ranked KMCC No. 1 in value of announced M&A transactions in India in 2007, while Bloomberg placed KMCC at No. 3 in value of announced M&A transactions in India in 2007.

·         Goldman becomes a competitor
KMCC was originally founded in 1995 as a joint venture between Kotak Mahindra and Goldman Sachs, the prestigious U.S. investment bank. The two firms enjoyed a mutually beneficial relationship until May 2006, when Goldman Sachs decided to go it alone in India. Kotak bought out Goldman's 25 percent stake when Goldman announced plans to invest $1 billion in investment banking, private equity, real estate and private wealth management in India.

"The Indian market represents tremendous growth and opportunity," Brooks Entwistle, CEO of Goldman Sachs' India operations, told The Hindu Business Line of his firm's decision to end ties with KMCC. "Now, more than ever, there is a compelling case for us to build an onshore presence that is fully integrated with our global businesses."

·         Hold on the local market
Despite a number of big-time international banks setting up shop in Indiain addition to Goldman, Credit Suisse and Lehman Brothers recently entered the marketlocal players like KMCC still dominate. Opinions vary on why this is, but most agree that local shops' ability to cater to small and large customers, and their homegrown status, contribute. While KMCC came in at No. 1 for domestic fund raising on Bloomberg's 2007 league tables, neither Goldman Sachs, Credit Suisse nor Lehman Brothers cracked the top five. According to Bloomberg data, KMCC's market share increased from 5.3 percent in 2006 to 13.4 percent in 2007, allowing the firm to bump Merrill Lynch from the top spot.

In an early 2008 market-analysis piece, The Wall Street Journal reported, "The interest of multinational investment banks in India started peaking in December 2005 when Merrill Lynch took a controlling stake in its Indian joint venture company, DSP Merrill Lynch. It bought out 48 percent stake from Indian promoter Hemendra Kothari." KMCC's break from Goldman Sachs came shortly after that, followed by Lehman Brothers' decision to follow the herd.

One theory on why KMCC and other local shops still have a leg up on the big-name players is that Indian customers like doing business with Indian banks. "Every transaction in our business has three aspectsfunctionality, trust and brand. People tend to overemphasize on the brand aspect," Vallabh Bhansali, chairman of Indian firm Enam Securities, told the Journal. "But we have seen that even if you keep a low profile, people would still like to work with you. At the end of the day, you trust the caring mother or the family doctor." And Chetan Savla, executive director and co-head of KMCC's equity product group, said firms like KMCC have the ability to service capital needs of small and large companies alike. "There was a time when we were doing five to seven transactions in a year and now (January 2008) we tend to close one transaction every week," Savla told the Journal.

In order to monitor the movement of employees of merchant bankers category I, the SEBI directed all category I merchant bankers to submit specified information on their employees engaged in merchant banking activity. Thus a database of persons engaged in merchant banking industry has been created by the SEBI.

In November 1997, the Central Government decided that entities which issue instruments such as agro bonds, plantation bonds etc. and the schemes through which such instruments are issued would be treated as collective investment schemes coming under the provisions of the SEBI Act, 1992 and would be regulated by the SEBI. In order to draft the Regulations, a committee was appointed by the SEBI under the Chairmanship of Dr S.A. Dave. Until the Regulations were notified, the provisions of Section 12(1)(B) of the SEBI Act prohibited any new scheme to be sponsored or further fund to be raised. Meanwhile the SEBI also stipulated that all existing schemes could mobilise funds only through the existing schemes after obtaining a rating from any of the recognised credit rating agencies. The SEBI also imposed the condition that all advertisements issued by the collective investment schemes should adhere to the advertisement code prescribed by the SEBI.





Some of the recent transactions for FY2010 and FY 2011 include:

IPOs
·         Jaypee Infratech: In 2010, Book Running Lead Manager, Rs. 22.6 bn
·         A2Z Maintenance & Engineering Services: In 2010, Book Running Lead Manager, Rs. 8.6 bn
·         Punjab & Sind Bank: In 2010, Book Running Lead Manager, Rs. 4.7 bn
·         Nitesh Estates: In 2010, Book Running Lead Manager, Rs. 4.1 bn
·         Shree Ganesh Jewellery House:: In 2010, Book Running Lead Manager, Rs. 3.7 bn
·         Claris Life Sciences : In 2010, Book Running Lead Manager, Rs. 3 bn
·         Parabolic Drugs: In 2010, Book Running Lead Manager, Rs. 2 bn
·         Commercial Engineers & Body Builders Co: In 2010, Book Running Lead Manager, Rs. 1.7 bn
·         Adani Power: In 2009, Book Running Lead Manager, Rs. 30.2 bn
·         JSW Energy: In 2009, Book Running Lead Manager to the IPO of Rs. 27 bn
·         Godrej Properties: In 2009, Book Running Lead Manager, Rs 4.7 bn

FPOs
·         NTPC: In 2010, Book Running Lead Manager, Rs 84.8 bn
·         Power Grid Corp. Of India: In 2010, Book Running Lead Manager, Rs 74.4 bn
·         Rural Electrification Corporation: In 2010, Book Running Lead Manager, Rs 35.3 bn
·         Shipping Corporation Of India: In 2010, Book Running Lead Manager, Rs 11.6 bn
·         Engineers India: In 2010, Book Running Lead Manager, Rs 9.6 bn

Public Issue of Debt
·         Shriram Transport Finance Company: In 2010 & 2009 , Lead Manager, Rs 15 bn
·         L &T Infrastructure Finance Company: In 2010, Lead Manager, Rs 2.6 bn

Rights Issues
·         Adani Enterprise: In 2010, Lead Manager, Rs. 14.8 bn
·         IBN18 Broadcast: In 2010, Sole Lead Manager, Rs. 5.1 bn
·         Television Eighteen India: In 2009, Lead Manager, Rs. 5.04 bn
·         Infomedia18 : In 2009, Lead Manager, Rs. 1 bn Open Offer
·         Fame India : In 2010, Sole Manager to the Offer, Rs. 1.8 bn
·         Zenotech Laboratories : In 2010, Sole Manager to the Offer, Rs. 1.1 bn
·         OCL Iron & Steel : In 2009, Sole Manager to the Offer, Rs. 0.56 bn

1 comment:

  1. customer-centric banking
    Personalize products, offers, pricing and loyalty programs; prevent revenue leakage and ensure regulatory compliance with a billing solution.

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