2. Merchant Banking -Definition
• SEBI (Merchant Bankers Rules) 1992, “A MB
has been defined as any person who is
engaged in the business of issue management
either by making arrangements regarding
selling, buying or subscribing to securities or
acting as manager, consultant, adviser or
rendering corporate advisory services in
relation to such issue management.”
3. What is issues management?
Issues management is the management process
whose goal is to preserve markets, reduce
risks, create opportunities and manage
corporate reputation as an organizational
asset for the benefit of both the organization
and its primary stakeholders.
Two Main Activities in Issue Management:
• Pre- Issue Activities.
• Post- Issue Activities.
4. POST-ISSUE activities
• Post issue monitoring reports
The post issue lead merchant banker shall ensure
the submission of the post issue monitoring reports
Due diligence certificate to be submitted with the
final post issue monitoring report. The post issue
lead merchant banker shall file a due diligence
certificate in the format specified along with the
final post issue monitoring report
5. • Redressal of the investor grievances
The post-issue lead merchant banker shall actively
associate himself with post-issue activities namely
allotment, refund and despatch and shall regularly
monitor redressal of investor.
Coordination with the intermediaries
The post-issue lead merchant banker shall maintain
close coordination with the Registrars to the Issue.
Any act of omission or commission on the part of
intermediaries shall be reported to the Board
6. Underwriters
• The lead merchant banker shall satisfy himself that
the issue is fully subscribed before announcing
closure of the issue
• The lead merchant banker shall ensure that the
underwriters honour their commitment within 60
days from the date of closure of the issue.
• The lead merchant banker shall furnish information
in respect of underwriters who failed to meet their
underwriting devolvement's
7. Bank to issue
• The post-issue lead merchant banker shall ensure
that moneys received pursuant to the issue are kept
in a separate bank (i.e Bankers to issue )as per the
provisions of section 73(3) of the companies act,
1956.
Post issue advertisements
• Post- issue lead merchant banker shall ensure that
in all issues, advertisement giving details relating to
oversubscription, basis on allotment, number, value
and percentage of application received etc. is
released within 10 days.
8. Basis of allotment
In a public issue of securities , the managing director
along with the lead merchant banker and the registrar
to an issue, shall ensure that basis of allotments is
finalised in a fair and proper manner
Proportionate-allotment Procedure
an allotment shall be made on a proportionate basis
within the specified categories . The proportionate
allotments of securities in an issue, that is
oversubscribed shall be subject to reservation for the
retail individual investors as described in the
following:
9. 1. A minimum 50% of the net offer of securities to the
public shall initially be made available for the
allotment to retail individual investors as the case
may be.
2. The balance net offer of securities to the public
shall be made available for allotment to:
a) individual applicants other than retail individual
investors
b) other investors including corporate bodies/
institutions , irrespective of the number of shares,
debentures and so on , applied for .
10. 3. The unsubscribed portion of the net offer to any one
of the categories may be made available for allotment
to applicants in the other category, if so required
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An announcement in the newspaper has to
be made regarding the basic of allotment, the
number of applications received and the date of
despatch of share certificate and refund orders, etc.