5011 Merchant Banking and Financial Services: Iii Semester/Ii Year Ba
5011 Merchant Banking and Financial Services: Iii Semester/Ii Year Ba
5011 Merchant Banking and Financial Services: Iii Semester/Ii Year Ba
UNIT-I
PART-A
1. Merchant banking
2. Merchant banker
Securities and Exchange Board of India (Merchant Bankers) Rules, 1992 ― A
merchant banker has been defined as any person who is engaged in the business of issue
management either by making arrangements regarding selling, buying or subscribing to
securities or acting as manager, consultant, adviser or rendering corporate advisory
services in relation to such issue management.
3. Financial system
It is a system for the efficient management and creation of finance. According to
Robinson, financial system provides a link between savings and investment for the
creation of new wealth and to permit portfolio adjustment in the composition of the
existing wealth. According to Van Horne, financial system is defined as the purpose of
financial markets to allocate savings efficiently in an economy to ultimate users – either
for investment in real assets or for consumption.
4. OTCEI
OTCEI • Over the Counter Exchange of India • It is a Stock Exchange without a
proper trading floor All stock exchanges have a specific place for trading their securities
through counters. But, OTCEI is connected through a computer network and the
transactions are taking place through computer operations. Thus, the development in
information technology has given scope for starting this type of stock exchange. This
stock exchange is recognized under the Securities Contract ( Regulation) Act and so all
the stocks listed in this exchange enjoy the same benefits as other listed securities enjoy.
S.PAVITHRA AP/MBA
III SEMESTER/II YEAR BA 5011 MERCHANT BANKING AND FINANCIAL SERVICES
5. Definition Of Underwriting
6. Prospectus
A document through which public are solicited to subscribe to the share capital of a
corporate entity is called prospectus. The purpose of a prospectus issued under the
provisions of the Companies Act,1956, is to invite the public for the
subscription/purchase of any securities(shares/debentures)of a company.
7. Stock Exchange
Stock exchanges provide an organized marketplace for the investors to buy and
sell securities freely. The market offers perfectly competitive conditions where a large
number of sellers and buyers participate.
8. Portfolio Manager
9. Portfolio Management
It refers to the effective management of securities i.e., the merchant banker helps
the investor in matters pertaining to investment decisions. taxation and inflation are taken
into account while advising on investment in different securities.
Book building is actually a price discovery method in this method the company does not
fix up particular price for the shares but instead gives a price range e.g. Rs 80-100. Based on
the demand and supply of the shares the final price is fixed.
Primary market also known as new issues market for raising fresh capital in the form of
shares and debentures. corporate enterprises which are desirous of raising capital funds
S.PAVITHRA AP/MBA
III SEMESTER/II YEAR BA 5011 MERCHANT BANKING AND FINANCIAL SERVICES
through the issue of securities approach the primary market issuers exchange financial
securities for long term funds
12. SERA
13. FEMA
The (Foreign Exchange Management Act, 1999 ) (FEMA) is an Act of the Parliament of
India "to consolidate and amend the law relating to foreign exchange with the objective of
facilitating external trade and payments and for promoting the orderly development and
maintenance of foreign exchange market in India".
A capital market is a financial market in which long-term debt (over a year) or equity-
backed securities are bought and sold.[6] Capital markets channel the wealth of savers to
those who can put it to long-term productive use, such as companies or governments making
long-term investments.
The money market is where financial instruments with high liquidity and very short
maturities are traded. It is used by participants as a means for borrowing and lending in the
short term, with maturities that usually range from overnight to just under a year.
S.PAVITHRA AP/MBA
III SEMESTER/II YEAR BA 5011 MERCHANT BANKING AND FINANCIAL SERVICES
financial instruments
financial services
19. Portfolio management
Portfolio management refers to minimizing the risk and maximizing return. The term
portfolio management can be applied only to shares and debentures. Merchant bankers
render portfolio management services to their customer and help the investors to choose
right type of securities which is safe and ensures liquidity and profitability.
The term merger means combination of two companies in the manner such that only one
company survives and other goes of existence Takeover refers to the purchase of a
company and in the process acquiring and controlling interest to the share capital of
another existing company.
.PART –B
S.PAVITHRA AP/MBA
III SEMESTER/II YEAR BA 5011 MERCHANT BANKING AND FINANCIAL SERVICES
According to Weston and Brigham “capital structure is the permanent financing of the
firm, represented primarily by long term debt preferred stock and common equity but
excluding all short term credit.
The term green shoe came from the green shoe manufacturing company, founded in
1919. It was the first company to implement the green shoe clause into their underwriting
agreement.
The legal term for the green shoe is over-allotment option because in addition to the
shares originally offered shares are set aside for underwriters.
A bought out deal is a process by which an investor buys out a significant portion of the
equity of an unlisted company with a view to make it public within an agreed time frame.
An offshore is an bank located outside the country of residence of the depositor, typically
in a low tax jurisdiction or tax haven that provides financial and legal advantages.
Greater privacy
Low or no taxation
Easy access to deposits
6. Equity share
Equity shares are earlier known as ordinary shares or common shares. Equity
shareholders are the real owners of company as they have the voting and enjoy decision
making authority on important matters related to company.
S.PAVITHRA AP/MBA
III SEMESTER/II YEAR BA 5011 MERCHANT BANKING AND FINANCIAL SERVICES
7. Preference share
Preference capital represents hybrid form of financing it par takes some characteristics of
equity and some distributes of debentures.
Preference dividend is not a tax-deductible payment
.
8. Debenture
A debenture is an instrument issued by the company under this common seal
acknowledging a debt and setting forth the term under which they are issued are to be
paid.
S.PAVITHRA AP/MBA
III SEMESTER/II YEAR BA 5011 MERCHANT BANKING AND FINANCIAL SERVICES
S.PAVITHRA AP/MBA
III SEMESTER/II YEAR BA 5011 MERCHANT BANKING AND FINANCIAL SERVICES
PART-B
S.PAVITHRA AP/MBA
III SEMESTER/II YEAR BA 5011 MERCHANT BANKING AND FINANCIAL SERVICES
1. Meaning –Merger
A type of business combination where two or more firms amalgamate into one single
form is known as a merger.
Forms of merger
1. Merger through absorption
Under the absorption mode of merger a combination of two or more companies into an
existing company takes place.
2. Merger through consolidation
Under the consolidation mode of merger two or more companies merge into a new
company.
2. Meaning –Acquisition
The term acquisition is used to refer to the act of acquiring of ownership right in the
property and assets of another company and there by bringing about change in the
management of the acquiring company.
3. Credit Syndication
A project financing services offered by merchant bankers whereby financial facilities are
organized and procured from financial institutions, banks, or other lending agencies is
known as credit syndication service.
4. Credit Rating
According to standard & poor‟s credit ratings help investors by providing an easily
recognizable simple tool that couples a possibly unknown issuer with an informative and
meaningful symbol of credit quality.
6. Mutual Funds
Mutual funds are corporations that accept money from severs and then use this money to
buy stocks, long term bonds and short term debt instruments issued by business or
government units these corporations pool funds and thus reduce risk by diversifications.
S.PAVITHRA AP/MBA
III SEMESTER/II YEAR BA 5011 MERCHANT BANKING AND FINANCIAL SERVICES
8. Steps of merger
Defining the corporate strategy
Implementing the corporate strategy
Target identification
Evaluation of the merger
Merger implementation
Post merger integration
9. Conglomerate merger
A merger between firms that are involved in totally unrelated business activities. There
are two types of conglomerate mergers: pure and mixed. Pure conglomerate mergers
involve firms with nothing in common, while mixed conglomerate mergers involve firms
that are looking for product extensions or market extensions.
S.PAVITHRA AP/MBA
III SEMESTER/II YEAR BA 5011 MERCHANT BANKING AND FINANCIAL SERVICES
15. Trustee
A trustee is a person or firm that holds and administers property or assets for the benefit
of a third party. A trustee may be appointed for a wide variety of purposes, such as in the
case of bankruptcy, for a charity, for a trust fund or for certain types of retirement plans or
pensions.
16. Open ended schemes
Subscriptions are received by offering units or shares a continuing basis there is no fixed
redemption periods in open ended schemes which can be terminated whenever need is
arises.
17. Close ended schemes
A closed-end fund (CEF) or closed-ended fund is a collective investment model based on
issuing a fixed number of shares which are not redeemable from the fund. Unlike open-
end funds, new shares in a closed-end fund are not created by managers to meet demand
from investors.
18. Giltfunds
Gilt funds seek to invest in government securities (gilts). While these can be short-term
securities, a good number are long-term gilts. Income fund, on the other hand, is a broad
category that represents funds that invest in a combination of bonds, certificates of
deposits, commercial paper as well as gilts.
19. Evaluating mutual fund performance
Sharpe‟s ratio
Treynor‟s measure
Jensen measure
Modigliani and modigliani measure
20. Business valuation
Business valuation is a process and a set of procedures used to estimate the economic
value of owners in business valuation is used by financial market participants to determine
the price they willing to receive to consummate a sale of a business
PART-B
1. Discuss the term merger. What are the reasons for merger?
S.PAVITHRA AP/MBA
III SEMESTER/II YEAR BA 5011 MERCHANT BANKING AND FINANCIAL SERVICES
Part-A
1. Definition- Leasing
According to the institute of chartered accountants of India,” a lease is agreement where
by the leaser conveys to the lessee, in return for rent the right to use an asset for an agreed
period of time.
2. Meaning –Finance Lease
A financial lease is a lease that transfers substantially all the risks and rewards incident to
ownership of an asset title may or may not eventually be transferred.
3. Meaning-Operating Lease
An operating lease is any other type of lease where by the asset is not fully amortized
during the non cancelable period of the lease and where the lesser does not rely on the
lease rentals for profits.
4. Meaning –Hire Purchase
Hire purchase is the legal term for a contract in this persons usually agree to pay for
goods in parts or a percentage at a time.
S.PAVITHRA AP/MBA
III SEMESTER/II YEAR BA 5011 MERCHANT BANKING AND FINANCIAL SERVICES
7. Leveraged Leasing
Under leveraged leasing arrangement, a third party is involved beside lessor and lessee.
The lessor borrows a part of the purchase cost (say 80%) of the asset from the third party
i.e., lender and the asset so purchased is held as security against the loan.
8. Direct Leasing
Under direct leasing, a firm acquires the right to use an asset from the manufacturer
directly. The ownership of the asset leased out remains with the manufacturer itself. The
major types of direct lessor include manufacturers, finance companies, independent lease
companies, special purpose leasing companies etc
9. NPV
Net present value (NPV) is the difference between the present value of cash inflows and
the present value of cash outflows over a period of time. NPV is used in capital
budgeting to analyze the profitability of a projected investment or project.
10. IRR
Internal rate of return (IRR) is a metric used in capital budgeting to estimate the profitability of
potential investments. Internal rate of return is a discount rate that makes the net present value
(NPV) of all cash flows from a particular project equal to zero.
11. Challenges facing the leasing industry
Funding
Eroding tax benefits
Regulatory environment changes
12. Down payment
A down payment is a type of payment made in cash during the onset of the purchase of
an expensive good or service. The payment typically represents only a percentage of the
full purchase price; in some cases, it is not refundable if the deal falls through.
13. Net cash price
Net cash is the result of a company's total cash minus total liabilities reported on
financial statements and is commonly used in evaluating a company's cash flows.Net
cash also refers to the amount of cash remaining after a transaction has been completed
and all associated charges and deductions have been subtracted
14. Hire purchaser
A hire purchaser is the people who buy goods through installment payments over time. Under
a hire purchase contract, the buyer is leases the goods and does not obtain ownership until the
full amount of the contract is paid.
15. Consumer installment
Consumer credit is a debt that a person incurs when purchasing a good or service.
Consumer credit includes purchases obtained with credit cards, lines of credit and some
loans. Consumer credit is also known as consumer debt. Consumer credit is divided into
S.PAVITHRA AP/MBA
III SEMESTER/II YEAR BA 5011 MERCHANT BANKING AND FINANCIAL SERVICES
two classifications: revolving credit and installment credit. The most common form
consumer credit is a credit card.
16. Industrial and commercial credit
A commercial and industrial (C&I) loan is any type of loan made to a business or
corporation as opposed to an individual. Commercial and industrial loans can be made in
order to provide either working capital or to finance capital expenditures like machinery
or a piece of equipment. This type of loan is usually short-term in nature and is almost
always backed by some sort of collateral.
17. Hire purchase price
A hire purchase (HP) or known as installment plan in the United States is an
arrangement whereby a customer agrees to a contract to acquire an asset by paying an
initial installment (e.g. 40% of the total) and repays the balance of the price of the asset
plus interest over a period of time.
18. Hire purchase and lease difference
In a lease, ownership lies with the lessor. The lessee has the right to use the equipment
and does not have the option to purchase. Whereas in hire purchase, the hirer has the
option to purchase. The hirer becomes the owner of the asset/equipment immediately
after the last installment is paid.
19. Financial evaluation
Lessee’s Point of View:
(Lease or Buy/Lease or Borrow Decisions):
Once a firm has evaluated the economic viability of an asset as an investment and
accepted/selected the proposal, it has to consider alternate methods of financing the
investment. However, in making an investment, the firm need not own the asset. It is
basically interested in acquiring the use of the asset.
S.PAVITHRA AP/MBA
III SEMESTER/II YEAR BA 5011 MERCHANT BANKING AND FINANCIAL SERVICES
UNIT-5
PART-A
S.PAVITHRA AP/MBA
III SEMESTER/II YEAR BA 5011 MERCHANT BANKING AND FINANCIAL SERVICES
In trade finance, forfeiting involves the purchasing of receivables from exporters. The
forfeiter takes on all risks involved with the receivables. It is different from the factoring
operation in the sense that forfeiting is a transaction based operation while factoring is a
firm based operation.
7. Meaning –Venture Capital
Venture capital is provided as seed funding to early –state high potential growth
companies and more often after the seed funding round as growth funding round in the
interest of generating return through an eventual realization event such as an ipo or trade
sale of the company.
8. Disclosed Factoring
In disclosed factoring, client‟s customers are aware of the factoring agreement. With
many businesses now having to wait up to 30 (and in some case even 90!) days for
invoices to be paid, it‟s no wonder business owners are looking for ways to access
working capital to ease their cash flow.
9. Recourse factoring:
The client collects the money from the customer but in case customer don‟t pay the
amount on maturity then the client is responsible to pay the amount to the factor. It is
offered at a low rate of interest and is in very common use.
10. Nonrecourse factoring
In nonrecourse factoring, factor undertakes to collect the debts from the customer.
Balance amount is paid to client at the end of the credit period or when the customer pays
the factor whichever comes first. The advantage of nonrecourse factoring is that
continuous factoring will eliminate the need for credit and collection departments in the
organization.
11. How is forfeiting different from export factoring?
Forfeiting and factoring are services in international market given to an exporter or
seller. Its main objective is to provide smooth cash flow to the sellers. The basic
difference between the forfeiting and factoring is that forfeiting is a long term receivables
(over 90 days up to 5 years)while factoring is short termed receivables (within 90 days)
and is more related to receivables.
12. Venture capital in India
Risk capital and technology finance corporation limited
IDBI venture capital fund
Technology development and information company of india limited
Small industrial development bank of india
Credit capital venture fund
13. Forms of venture capital
Equity participation
Conventional loan
Conditional loan
Income loan
14. Stages of ventures capital
Seed capital
S.PAVITHRA AP/MBA
III SEMESTER/II YEAR BA 5011 MERCHANT BANKING AND FINANCIAL SERVICES
Start up capital
Additional finance
Second round financing
Establishment finance
15. Types of bills
Demand bill
Usance bill
Documentary bill
Clean bills
Inland bills
Foreign bills
16. Maturing factoring
No advance payment is made by the factor to client. Factor pay the client only after
collection of account receivables/ debt or on a guaranteed payment date. The guaranteed
payment date is usually fixed taking into account the previous ledger experience of the
client and a period for slow collection after the due date of the invoice.
17. Bank participation factoring
Under this arrangement, a bank participate in factoring by providing an advance to the
client against the reserves maintained by the factor. For example, assume that a factor has
advanced 80 percent of the value of factored receivables and the commercial bank
provides an advance limited to 50 percent of the factor reserves. The client is required to
fund only 10 percent of the investment in receivables, the balance 90 percent being
provided by the factor and the commercial bank.
18. Domestic and Cross Border Factoring :
The basic difference in domestic and cross border factoring is on account of number of
parties involved in factoring process.In domestic factoring, three parties are involved –
seller (client), Factor, Buyer While in cross border or export factoring, four parties are
involved in transaction – Exporter (Seller/client), Importer (buyer), Export Factor,
Import Factor.
19. Cost of factoring
Finance fee
Service fee
20. SEBI guidelines for venture capital
(i)The minimum investment in a VCF from any investor would not be less than Rs. 5
lakh and the minimum corpus of the fund before it could start activities should be at least
Rs. 5 crore.
S.PAVITHRA AP/MBA
III SEMESTER/II YEAR BA 5011 MERCHANT BANKING AND FINANCIAL SERVICES
(ii) The norms of investment were modified. A VCF seeking to avail benefit under the
relevant provisions of the Income Tax Act will be required to divest from the investment
within a period of one year from the listing of the VCU.
PART-B
1. What is real estate financing? Discuss the growth and issues of real estate financing in
India.
2. What is the meaning of bill discounting? Discuss the types and advantages o bill
discounting
3. What are the classifications of factoring and also discuss the process of factoring.
4. Explain the concept of forfeiting differentiate between factoring and forfeiting.
5. Discuss the SEBI guidelines with respect to the venture capital in India
6. Explain the sebi guidelines in india
7. Explain evaluation of venture capital.
8. Explain the stages of venture capital
9. Explain the types bills
10. Explain the issues of real estate financing
S.PAVITHRA AP/MBA