CHAPTER- IV PERFROMANCE EVALUATION OF MERCHANT BANKERS (MANAGEMENT OF PUBLIC ISSUES) The focus of this chapter is on the role played by merchant bankers in the primary capital market in India both in public issues and right issues. It is mandatory under SEBI rules that every issuing company must appoint one or more SEBI registered merchant bankers as lead manager(s) for the management of issue. Merchant bankers play an important role as one of the intermediaries in the primary capital in India. They help companies in the total management of issue of securities. Therefore, they are called ‘Issue Managers’ (Lead Managers). They undertake all activities related to capital issues and play different roles as lead managers, comanagers, underwriters, consultants and advisors to the issue. They also perform the duties as portfolio managers. In the case of book building process, the issuer appoints SEBI registered merchant bankers as book runner(s) and the lead merchant banker acts as the lead book runner and other eligible merchant bankers appointed by the issuer and lead managers are termed as co-book runners. The book runners and other intermediaries associated with the book building process maintain records of the book building process but primary responsibility of maintaining proper books is that of lead book runner. As an advisor to the issue, merchant bankers advise the company on the matters relating to the quantum of the issue, timing of the issue, pricing of the issue, structuring of capital and debt, marketing strategy of the issue and the selection of other intermediaries to assist in the process of raising funds. Regulation 19 of SEBI (Merchant Bankers) Regulations, 1992, as modified from time to time, places restrictions on the appointment of lead managers. The number of lead merchant bankers may not exceed the following:Size of Public issues (Rs. In crores) Less than Rs. 50 crores Rs 50 crore but less than Rs. 100 crore Rs 100 crore but less than Rs 200 crore Rs 200 crore but less than Rs. 400 crore Rs 400 crores and above
No. of Merchant bankers Two Three Four Five Five or more as may be agreed by the SEBI
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However, the limit to the maximum number of lead managers to be appointed in a single issue was omitted through amendment in this regulation as on April 19, 2006. Further, clause 20 (1) of the above Regulations requires that where there are more than one lead managers/ lead merchant bankers to the issue, the responsibility of each of such merchant banker shall be clearly demarcated and a statement clearly defining such responsibilities shall be furnished to SEBI at least one month before the opening of the issue for subscription. So, it is in the interest of the issuing company to obtain from the lead merchant banker a statement of allocation of duties/ responsibilities which shall be discharged by different merchant bankers. This chapter evaluates the merchant bankers on the basis of their activities performed in managing capital issues as book runner lead managers/ lead managers, co-lead managers and advisors to the issues in public issues as well as rights issues separately. The performance of merchant bankers has been evaluated in terms of number of issues handled, amount raised, percentage of amount raised through individual merchant bankers to the total amount in a particular year over the period of study.
4.1
Management of Public issues Consequent upon MS Shoes scandal and CRB fiasco, SEBI took a number of
measures in 1997-98 relating to primary market with the objective of safeguarding and stimulating investors’ interest in capital issues. SEBI (Merchant Bankers) Regulations, 1992 was amended on December 9, 1997 to streamline and strengthen the role of SEBI to impart more transparency to merchant banking activities in India. The amended Regulations abolished different categories of merchant bankers to one and segregated fund based and fee based activities of merchant bankers. Merchant bankers were prohibited from carrying on any fund based activity, such as acceptance of deposits, leasing and discounting of bills. A number of stringent entry barriers were imposed by SEBI to punish fly-by- night operators in the primary capital market. As a result of this, there was a sharp decline in the number of different categories of merchant bankers registered with SEBI and in the number of public issues since 199798. The number of merchant bankers registered with SEBI during the period under review has been shown in table 4.1
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Table 4.1 Number of Merchant Bankers Registered with SEBI Years
Number
1997 – 98
802
1998 – 99
415
1999-00
186
2000-01
233
2001-02
145
2002-03
124
2003-04
123
2004-05
128
2005-06
130
2006-07
152
2007-08
155
2008-09
137
Source: - SEBI Annual Reports, 1997-98 to 2008-09. For the purpose of analysis and evaluation of performance of merchant banks in public issues and right issues, the merchant banks which acted as lead manager(s) have been considered. The lead manager/BRLM is the manager to the issue, who is responsible for furnishing ‘Due Diligence Certificate’ to SEBI in accordance with SEBI (Merchant Bankers) Regulations,1992 and also performs mainly pre issue obligations as lead manager. Analysis of data has revealed that generally a single merchant banker has been appointed as lead manager to the issue. In case of multiple merchant banks in a single issue, one of the merchant bankers has acted as lead manager/BRLM to the issue. However, in some large sized issues, more than one merchant bankers have been appointed as lead managers who have been jointly made responsible for furnishing due diligence certificate to SEBI. They also performed pre issue obligations jointly. In order to calculate the number and amount of issues managed by individual merchant banks, the amount of issues having multiple lead managers were apportioned equally to all lead managers and the number of that particular issue was assigned to the first lead manager in the list of such issues. Other merchant banks, which performed the 73
role of co-lead manager/ co-manager and the advisors to the issues have been separately dealt with in the present study
4.1.1 Public Issues and Number of Merchant Banks Involved The number of public issues floated by joint stock companies together with amount raised and the number of merchant banks involved in the management of public issues for the period from 1997-98 to 2008-09 has been presented in the table 4.2. A glance at the table 4.2 shows that a total of 685 public issues have been floated by companies which mobilized funds to the tune of Rs.1,90,515.19 crore. The largest number of 124 public issues were floated in the year 2000-01 followed by 102 issues in 2005-06 and 91 issues during 2007-08. It has been revealed in the table that primary capital market remained subdued during the year 2001-02, 2002-03 and 2008-09 with respect to both number and amount of public issues. Year 2007-08 saw maximum amount of funds mobilised at Rs. 53,219 crore followed by Rs. 25,526.41 crore raised in 2004-05. The minimum amount of funds raised was in 1997-98, when Indian companies could raise Rs. 3061.22 crore only. Table 4.2 Merchant Banks Involved in Public Issues Floated by Joint Stock Companies Merchant Banks Involved Years
Total Issues Floated
Total Amount (Rs. Crore)
Average Issue Size (Rs. Crore)
As Lead Managers/ BRLM
As Co- Lead Managers/ Co- Managers Managers/ Advisors
Total Merchant Banks Involved
1997-98 1998-99 1999-00 2000-01 2001-02 2002-03 2003-04 2004-05 2005-06 2006-07 2007-08 2008-09 Total
62 32 65 124 19 14 35 34 102 85 91 22 685
3,061.22 7,910.74 7,673.14 6,622.90 6,422.57 5,731.57 22,144.57 25,526.41 23,675.70 24,993.37 53,219.00 3,534.00 1,90,515.19
49.37 247.21 118.04 53.41 338.00 409.39 632.70 750.77 232.11 294.04 584.82 160.64 322.34
41 14 21 34 6 6 15 20 39 37 37 18 288
23 28 37 29 18 18 11 20 2 9 4 8 207
64 42 58 63 24 24 26 40 41 46 41 26 -
Source: - Compiled from offer documents, SEBI website and Prime Directories of relevant years. 74
After the introduction of SEBI (Merchant Bankers) Amendments Regulations, 1997, the number of merchant banks has declined and only the qualified and professional bodies have remained in the field. This is evident from the table as well. In the initial four years period of the study, the number of merchant banks involved in primary capital market activities was higher than the number, although the resources mobilization was much higher in the latter years.
4.2
Merchant Banks as Lead Managers to Public Issues of Equity
4.2.1 Public Equity Issues Management by Indian and Foreign Merchant Banks Total merchant banks involved in the management of public issues of equity and deferred equity has been classified into Indian and foreign merchant banks. Table 4.3, Chart 4.1 and 4.2 present the year wise number of issues and the amount of equity issues handled by Indian merchant banks and foreign merchant banks operating in India. As revealed by the table, out of 618 equity issues floated during the period under review, as many as 544 were handled by Indian merchant banks while foreign merchant banks were the lead managers to 72 equity issues. However, 544 issuer mobilized an aggregate amount of Rs. 78,840.63 crore (52.08%) crore through Indian merchant banks and the amount of equity issues managed by foreign merchant banks were of Rs. 72,549.70 crore (47.92%). A glance at the average issue size of both categories of merchant banks depicts the higher average issue size in case of foreign merchant banks in all years except 1997-98. It shows the involvement of foreign merchant banks in the management of comparatively large sized issues. The aggregate average issue size of foreign merchant banks was 798.77 crore while it was only 145.19 crore in case of Indian merchant banks.
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Table 4.3 Public Equity Issue Management by Indian andForeign Merchant Banks ( Rs. in Crores) Year 1997-98 1998-99 1999-00 2000-01 2001-02 2002-03 2003-04 2004-05 2005-06 2006-07 2007-08 2008-09 Total
Indian Merchant Banks Foreign Merchant Banks Total No. of Amount Average No. of Amount Average No. of Amount Average Issues Rs. Amount Issues Rs. Amount Issues Rs. Rs. Rs. Rs. 53 1122.03 21.17 03 9.97 3.32 58 1132 19.52 (99.10) (0.9) 20 407.82 20.39 02 96.2 48.1 22 504.02 22.91 (80.92) (19.08) 46 1954.41 42.48 09 1020.84 113.43 55 2975.25 54.1 (65.69) (34.31) 105 1930.71 18.36 10 553.05 55.3 115 2483.76 21.6 (77.73) (22.27) 05 247.98 49.60 01 834.02 834.02 06 1082 180.33 (22.92) (77.08) 05 828.71 165.74 01 209.97 209.97 06 1038.68 173.11 (79.8) (20.20) 23 8588.84 373.40 06 9232.16 1538.69 29 17821 614.51 (48.20) (51.80) 24 10532.28 438.84 05 10899.3 2179.85 29 21431.56 739.02 (49.15) (50.85) 93 13135.22 141.24 09 10540.5 1171.16 102 23675.7 232.11 (55.48) (44.52) 72 11261.73 156.41 13 13731.6 1056.28 85 24993.37 294.03 (45.06) (54.94) 77 27,004.56 350.71 13 25,214.44 1939.57 90 52,219 580.11 (51.71) (48.29) 21 1826.34 86.87 207.66 207.66 21 2034 96.86 (89.80) (10.20) 544 78840.63 145.19 72 72549.7 798.77 618 1,51,390.34 244.97 (52.08) (47.92)
Note: -
Figures in parentheses show percentage of total amount mobilised through public issues. Source: -Compiled from offer documents of Companies, SEBI Website and Prime Directories of relevant years. Percentage share of foreign and Indian merchant banks in the management of public issue of equity and year wise amount managed has also been shown in the following charts
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Chart – 4.1
Chart 4.2
Further, the Indian merchant banks have the significant higher proportion of total equity amount managed form 1997-98 to 2002-03 with the exception of 2001-02, when one foreign merchant bank was able to manage a single issue of Rs. 834.02 crore. From the year 2003-04 onward, both types of merchant banks were able to manage almost equal proportion of total resource mobilised through equity and 77
deferred equity issues. On the other hand, the foreign merchant bankers were almost absent in the issue management activities of equity issues in 2008-09. Only one foreign merchant banker joined Indian merchant bankers for one public issue management. The analysis of the table leads to the conclusion that issuer companies with large issue size relied more on foreign merchant banks than on Indian merchant banking companies. This was because of the vast international network of foreign originated merchant banks as compared to Indian merchant banks.
4.2.2 Year wise Number of Equity Public Issues Managed by Merchant Banks All the merchant banks registered with SEBI have not been involved in the activites of management of public issues. Even those merchant banks involved in these activities,
have not played an equal role as lead managers, co-lead managers
and advisors to the equity shares. Some lesser known merchant bankers were involved in even single issue in a year while some others were the managers for more than ten public equity issues also. Table 4.4 reveals the year wise number of merchant banks who acted as lead managers/co-lead manager/advisors to different number of public equity issues. It has been depicted in the table that total merchant banks 404 involved in the management of equity issues during the period under review. Of the total merchant banks involved, 227 (56.2%) lead merchant banks managed 1-2 issues only in a year while 48 (11.9%) handled more than ten public issues of equity share. However, majority of the merchant banks have handled less than four public issues. In 1997-98, out of 65 merchant banks involved as managers to the public issues, as many as 52 (80%) handled one or two issues only. Similarly 23 (57.5%) merchant banks in 1999-2000 and 18 ( 62.1%) in 2004-05 managed only 1-2 issues. 52 (12.9%) secured the business of 3-4 equity issues during the period of study. However, 8 (25.8%) lead managers managed more than ten equity issues in 2005-06, while three lead managers each were able to secure the confidence of more than 10 issuer companies in 2006-07 and 2007-08.
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Table 4.4 Year wise Number of Equity Public Issues Managed by Merchant Banks (Merchant Bankers as Lead Manager/ Co- Lead Managers/ Advisors) Years
1-2 Issues
1997-98 1998-99 1999-00 2000-01 2001-02 2002-03 2003-04 2004-05 2005-06 2006-07 2007-08 2008-09 Total Note: Source: -
3 -4 Issues
5–6 Issues
7–8 Issues
9 – 10 Issues
Above 10 Issues -
Total MBs Involved 65
52 05 05 02 01 (80.0) (9.6) (9.6) (3.8) (1.9) 14 06 01 02 05 28 (50.0) (21.4) (3.6) (7.1) (17.8) 23 04 02 03 03 05 40 (57.5) (10.0) (5.0) (7.5) (7.5) (12.5) 27 10 03 01 04 08 53 (50.9) (18.9) (5.7) (1.9) (7.5) (15.1) 06 03 01 01 06 17 (35.3) ((17.6) (5.9) (5.9) (35.3) 04 02 01 03 03 02 15 (26.7) (13.3) (6.7) (20.0) (20.0) (13.3) 09 03 02 02 02 04 22 (40.9) (13.6) (9.1) (9.1) (9.1) (18.2) 18 04 02 01 04 29 (62.1) (13.8) (6.9) (3.4) (13.8) 13 04 02 01 03 08 31 (41.9) (12.9) (6.4) (3.2) (9.7) (25.8) 24 04 04 03 04 03 42 (57.1) (9.5) (9.5) (7.2) (9.5) (7.2) 17 10 05 03 02 03 40 (42.5) (25.0) (12.5) (7.5) (5.0) (7.5) 21 01 01 23 (91.4) (4.3) (4.3) 227 52 29 22 26 48 404 (56.2) (12.9) (7.2) (5.4) (6.4) (11.9) Figures in parentheses show the percentage of total merchant bankers involved during the relevant year. Compiled from offer documents issued by companies during the relevant years.
The declining number of merchant banks engaged in issue management activities in the latter years of the study period shows that only efficient and professional merchant banks have remained in this field.
4.2.3 Indian Merchant Banks as Lead Managers in Public Issues of Equity The performance of individual Indian merchant banks on the basis of number and amount of equity issues managed has been shown in Table 4.5 and Chart 4.3.
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It is revealed from the table that Indian merchant banks were able to manage a total of 544 equity issues with an aggregate of Rs. 78,840.63 crore. This amount constituted 52.08% of total amount mobilized through equity issues during the period under study. Kotak Mahindra Capital Co. Ltd managed a total of 30 equity issues which mobilized Rs. 23,631.22 crore during the period from 1997-98 to 2008-09. On the basis of amount of issues managed, Kotak Mahindra performed better than other Indian merchant banks covered by the study. However, it was SBI Capital Markets Ltd (SBI Caps.), which managed a maximum number of 43 equity issues during the period under review. Enam Securities Ltd managed 11.15% of total funds mobilized through equity with a total of 35 public issues during the same period. It has been highlighted by the table that ICICI Securities Ltd remained the preferred choice of 32 issuer companies with Rs.13,938.44 crore mobilization through them. However, SBI Capital Markets handled the largest number of issues amounting to Rs. 6,868.31 crore during the period of the study. Karvy Investor Services Ltd was approached by 34 issuer companies and this mechant banker could manage Rs. 1,336.59 crore contributing 0.8% to the pool of resources mobilized during the period under review. It remained active in public issue management services for six years only. It is depicted by the table that IDBI Ltd. and IDBI Capital Markets managed only 12 public equity issues which mobilized funds amounting to Rs. 818.06 crore, whereas Keynote Corporate Services managed 26 equity issues which involved minimum funds amounting to Rs. 792.80 crore. IL&FS Investsmart showed their presence in the latter part of the study period and managed 14 equity issues with an aggregate amount of Rs. 1733.74 crore (1.14%). On the basis of average issue size of equity managed by Indian merchant banks, Kotak Mahindra Capital Co. managed largest sized issues with an average size of Rs. 787.71 crore. On the other hand, Keynote Corporate Services managed minimum sized issues with average size of Rs. 30.49 crore only during the period under study. This merchant banker was found active in the latter part of the period under review.
80
81
82
83
A number of tiny equity issues have been managed by many small merchant banks, included in other merchant banks category. The number of such issues stood at 275 involving an amount of Rs. 10,021.56 crore during the period of twelve years. The table further reveals that the top lead merchant bankers were generally absent in 2008-09 because of depressed market conditions. Kotak Mahindra Capital Co. was again on the top of the list with the management of 15.61% resources mobilized through equity issuers by Indian merchant banks. It was followed by Enam Securities and ICICI Securities Ltd. with 11.15% and 9.21% share respectively. Chart 4.3
From the above analysis, it may be concluded that Kotak Mahindra Capital Co. and Enam Securities Ltd. performed better than other Indian merchant banks on the basis of total amount managed. However, on the basis of number of issues, SBI Capital Markets performed better than other Indian merchant banks during the period under study.
4.2.4 Foreign Merchant Banks as Lead Managers in Public Issues of Equity Table 4.6 and Chart 4.4 depict the management of public issues of equity by foreign merchant banks showing the number of issues handled and the amount of funds managed by them during the period from 1997-98 to 2008-09. 84
As it is clear from the table, JM Morgan Stanley managed the largest number of 29 equity issues with an aggregate amount of Rs. 24,115.92 crore (15.92%). This was followed by DSP Merrill Lynch with the management of Rs. 22,416.23 crore (14.81%) through 24 equity issues. These two foreign merchant bankers showed their presence in the activities of public issue management for nine out of twelve years. HSBC Securities & Capital (India) Ltd and Citigroup Global Markets Ltd. which entered in this field in latter years could manage Rs. 2027.56 crore (1.34%) and Rs. 5482.80 crore (3.62%) respectively. On the basis of average issue size managed by foreign merchant banks, it was again JM Morgan Stanley Ltd, which managed the larger sized issues with an overall average of Rs. 831.58 crore per issue. However, its largest average issue size managed in a particular year (2004-05) was Rs.1928.05 crore. On the other hand, HSBC Securities and Capital (India) Ltd could manage the minimum sized issue with an average issue size being Rs. 506.89 crore during the period under review. Thus, the companies issuing a large amount of equity issues to public preferred foreign merchant bankers as their lead managers. For example, TCS relied totally on foreign merchant banks as BRLMs/ Lead Managers for their largest issue of Rs. 5420.49 crore in 2004-05. Jet airways (India) Ltd. appointed five foreign merchant banks as lead managers out of total six for their equity issue of Rs. 1899.35 crore. Similarly, ICICI Ltd preferred three foreign merchant banks as BRLMs for their equity issue of Rs. 3245.80 crore. An analysis of the table also shows the proportion of total equity funds managed by different foreign merchant banks. JM Morgan Stanley, with a market share of 15.92% of the managed funds was on the top, while the minimum share (1.34%) was that of HSBC Securities & Capital (India). DSP Merrill Lynch showed their presence by managing 14.81% of the total funds raised through equity issues during the period of the study.
85
86
87
The following chart also depicts an overview of foreign merchant bankers’ participation in equity shares issued by joint stock companies to the public. Chart – 4.4
On the basis of total amount of equity managed by all merchant bankers, it is visible from table No. 4.5 and 4.6 that JM Morgan Stanley has the largest share with Rs. 24115.92 crore. This amount accounted for 15.92% of the total funds mobilized through equity. This was followed by Kotak Mahindra Capital Co. Ltd. and DSP Merrill Lynch with an aggregate amount of Rs. 23,631.22 crore (15.61%) and Rs.22,416.23 crore (14.81%) respectively. However. the maximum number of 43 issuer companies preferred SBI Capital Markets as their lead manager. It was followed by Enam Securities Ltd. with 35 equity issues and Karvy Investors Services Ltd. with 34 public issues of equity shares.
4.2.5 Lead Managers to the Largest Equity Issues Table 4.7 gives the list of the largest equity issues during the period of study along with their lead managers. As depicted in the table, Indian merchant banks, which include
Kotak
Mahindra Capital Co. Ltd and ICICI Securities Ltd were the sole lead managers for three years. On the other hand, foreign merchant banks operating in India were exclusively the lead managers to five largest issues out of total twelve issues during the same period.
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Table 4.7 Lead Mangers to the Largest Equity Issues Year
Issuer
1997-98
Corporation Bank
1998-99
UTI Bank Ltd.
1999-00
HCL Technologies Ltd.
2000-01
Hughes Tele.Com(India)
2001-02
Bharti Televenture Ltd.
2002-03
Canara Bank
2003-04
ONGC Corporation Ltd.
2004-05 2005-06
Tata Consultancy Services Ltd. ICICI Bank Ltd.
2006-07
Cairn India Ltd.
2007-08
Reliance Power Ltd.
2008-09
KSK Energy Venture Ltd.
Issue Size (Rs in crores) 304.00 (26.85) 73.50 (14.58) 823.60 (27.66) 749.21 (30.16) 834.02 (77.0) 385.00 (37.06) 10,542.40 (59.16) 5420.49 (25.29) 5750 (24.28) 5788.79 (23.16) 10,123.20 (19.39%
Total MBs involved 06
Lead Manager(s)/ BRLM(s) ICICI Securities
Co -BRLMs/ Lead Managers IDBI Bank, Kotak Mah., SBI Caps., JP Morgan, DSP Merrill IDBI Bank, Kotak Mah., SBI Caps ICICI Sec., JM Morgan,DSP Merrill, Anand Rathi, RR Financial ICICI Sec., IDBI Capital Markets
04
DSP Merrill Lynch
05
Kotak Mahindra Capital Co.
04
Kotak Mahindra Capital Co.
04
ABN Amro, ICICI Sec.
07
J M Morgan Stanley DSP Merrill Lynch ICICI Securities Ltd, SBI Caps. , Kotak Mahindra, J M Morgan, DSP Merrill Kotak Mahindra DSP Merrill, JM Morgan J M Morgan, DSP Merrill, J P Morgan India
05
DSP Merrill Lynch, J M Morgan Stanley
ICICI Sec., Enam, Kotak Mah., Karvy Investors.
07
DSP Merrill Lynch, ABN Amro Securities., J M Morgan Stanley Kotak Mahindra Capital Co. USB Securities( India), ABN Amro Securities , Deutsche Equities, Enam Securities, ICICI Securities, JM Financial, Consultants, JP Morgan Kotak Mahindra Capital Co., IDFC- SSKI Pvt. Ltd., Edelweiss Securities.
Citigroup, Kotak Mah., HSBC Sec., Enam Fin. SBI Capital Markets Macquaries India
10 03
10
830.66 4 (40.83) Total 41,624.87 70 (27.49%) Note: -Figures in parentheses show percentage of total amount mobilised through public issues of equity during the year. Source: -Compiled from offer documents of Companies, SEBI website.
89
BOB Capital, AK Capital, Centrum, Allainz sec., RR Financial Kotak Mah., SBI Caps, CLSA India
AXIS Bank
The issuers with the largest issue of equity amount like Tata Consultancy Service Ltd., ICICI Bank and Cairon India Ltd. relied only upon foreign merchant banks. Equity issues of Canara Bank (2002-03), ONGC Corporation Ltd. (2003-04) and Reliance Power Ltd. (2007-08) were managed jointly by Indian and foreign merchant banks. Cairon India Ltd. for their issue of Rs. 5788.79 crore appointed DSP Merrill Lynch and ABN Amro Securities as BRLMs and Global Coordinator for their issue while JM Morgan was the Book Runner Lead Manager. The table further shows the contribution and importance of each largest issue in the total amount of resources raised through equity in the respective years. Total equity amount raised through these twelve issues accounted for 27.49% of the total funds mobilised through equity during the period of study. The lone equity issues of UTI Bank, Bharti Televenture Ltd and ONGC Corporation Ltd contributed 73.5%, 77% and 59.16% to the pool of resources mobilized through equity in the year 199899, 2001-02 and 2003-04 respectively.
4.2.6 Merchant Bankers as Co-Lead Managers/ Co-Managers in Equity Issues As ‘manager to the issue’ the lead manager/BRLMs has overall responsibility for the pre issue and post issue management obligations of public issues. However, there is also a provision for appointment of co-lead managers, co-managers and advisors to the public issues. In that case, merchant bankers play a supporting and coordinating role to the lead managers in discharging their responsibilities. In case more than one merchant banker is appointed by the issuer, Clause 20(1) of the SEBI (Merchant Bankers) Regulations 1992 requires the clear demarcation of responsibilities of each such merchant banker. It further requires submitting to SEBI, at least one month before the opening of the issue for subscription, a statement clearly defining such responsibilities. During the period of twelve years from 1997-98 to 2008-09, a large number of issuer companies have appointed more than one merchant bankers in different roles. The offer documents generally revealed the name of merchant banks along with their role as lead manager/BRLM, co-lead manager or an advisor to the issue. In that case, the offer documents of such companies carried a statement of ‘inter-se allocation of responsibilities’ of lead managers. Table 4.8 depicts the number of equity issues handled by single merchant banker as well as the number of issues managed by multiple merchant beankers. In 90
case of single merchant bank in an issue, the same merchant bank discharges all obligations of the manager to an issue while, the co lead managers and co managers assist and coordinate the lead manager/ BRLM in discharge of these responsibilities. Table No. 4.8 Single and Multiple Merchant Bankers Involved in Equity Issues (Amount in Rs. crore) Year
Single MB as lead manager Issues Floated
Amount
Average Issue Size Rs.
1997-98
28
2.50
1998-99
11
1999-00
20
2000-01
62
2001-02
3
2002-03
1
2003-04
7
2004-05
7
2005-06
43
2006-07
33
2007-08
43
2008-09
10
Total
268
70.00 (6.19) 114.00 (22.62) 246.00 (8.83) 509.00 (20.47) 6.00 (0.56) 11.00 (1.06) 64.00 (0.36) 237.00 (1.11) 2,541.00 (10.73) 2,357.00 (9.43) 3,517.48 (6.74) 549.51 (27.0) 10,221.99 (6.75)
10.39 12.30 8.21 2.00 11.00 9.14 33.86 59.09 71.42 81.80 54.95 38.14
Multiple MBs as lead managers/ Co-Lead Managers/ Advisors Issues Amount Average Floated Rs. Issue Size Rs. 30 1062.00 35.40 (93.81) 11 390.02 35.45 (77.38) 35 2,729.25 77.98 (91.17) 53 1,974.76 37.26 (79.53) 3 1,076.00 400.81 (99.44) 5 1,027.68 205.54 (98.94) 22 17,757.09 806.50 (99.64) 22 21,194.56 963.39 (98.89) 59 21,135.00 358.22 (89.27) 52 22,636.37 435.32 (90.57) 47 48,701.52 1036.20 (93.26) 11 1,484.49 134.95 (73.0) 350 1,41,168.44 403.34 (93.25)
Total Issues
Amount Rs.
58
1,132.00
Average Issue Size Rs. 19.51
22
504.02
22.91
55
2,975.25
54.09
115
2,483.76
23.65
6
1,082.00
180.33
6
1,038.68
173.11
29
17,821.09
614.51
29
21,431.56
739
102
23,675.70
232.11
85
24,993.37
294.04
90
52,219.00
580.21
21
2,034.00
96.86
618
1,51,390.34
244.97
Note: -
Figures in parentheses show percentage of total amount mobilised through equity issues during the year. Source: - Compiled from offer documents of issuing companies. It is observed from the table that out of total 618 public equity issues during the period under study, 268 equity issues were managed by single lead managers, while 350 issuer companies appointed more than one merchant banker for this purpose. However, 93.25% of total amount was mobilized by issuers from the issues having more than one merchant banker to the issue, while the amount mobilized through equity issues having single lead manager was only 10,221.99 crore (6.75%). 91
The year wise figures showed that the percentage share of amount of equity mobilised through single lead manager for the issue was 22.62%, 20.47% and 27% in 1998-99, 2000-01 and 2008-09
respectively, while the proportion of amount
mobilized through multiple merchant bankers was higher than 90% in the remaining period under review. The average size of the equity issues in case of multiple merchant banks managed issues has been Rs. 403.34 crore during the study period, while it was just Rs. 38.14 crore for the equity issues handled by single merchant banks. The average size of issues managed by multiple merchant banks has been higher than the issues handled by individual merchant banks during all the years covered by the study. From the analysis, it is clear that for small sized issues, a single merchant bank has been appointed as lead manager and large sized equity issues has been managed by multiple merchant banks. In case of multiple merchant banks, the merchant banks were appointed in the role of lead manager(s)/BRLM(s), co lead managers, co-managers and as advisors to the issue.
4.2.7 Merchant Banks as Advisors to Equity Issues Merchant bankers are also appointed by the issuer companies to advise in the matters relating to the issue of shares to the public. In this role, merchant banker assists and advises the issuer and the lead manager/BRLMs relating to the existing capital structure, proposed capital structure, pricing of the issue, size of the issue, timing of floatation of issue, market strategies of the issue and various other matters relating thereto. However, it has been found that the role of merchant banker, appointed as an advisor to the public issue has not been specified by the issuer in the offer documents published by them. Table 4.9 presents the picture of the number of issuers and the amount for which merchant banks were appointed as issue advisors. Out of total 618 equity issues floated by corporate bodies for an aggregate amount of Rs.1,51,390.34 crore during the period under review, only 44 issuers preferred to appoint merchant banks as advisors to their equity issues involving an amount of Rs. 17,204.77 crore. A total of 41 SEBI registered merchant bankers acted in the role of advisors to the equity issues during the period under review. However, no merchant banker was appointed as advisor to equity issues in 1998-99, 2001-02, 2003-04 and 2008-09.
92
Table 4.9 Merchant Banks as advisors to the Equity Issues Year
No. of
Amount
No. of Merchant
Issues
Rs. Crore
Banks as Advisors
1997-98
10
101.54
9
1998-99
-
-
-
1999-00
10
680.82
9
2000-01
9
1076.08
8
2001-02
-
-
-
2002-03
1
100
1
2003-04
-
-
-
2004-05
4
10471.62
4
2005-06
5
2268.84
5
2006-07
3
1972.89
3
2007-08
2
532.98
2
2008-09
-
-
-
Total
44
17,204.77
41
Source: - Compiled from offer documents An analysis of offer document of the relevant period shows that BOB Capital Markets Ltd. was the sole advisor to the equity issue of Allahabad Bank for Rs. 100.00 crore in 2002-03. Tata Financial Services Ltd. acted as advisor to the mega public issue of their sister concern, Tata Consultancy Services Ltd in 2004-05. Punjab National Bank appointed their subsidiary PNB Gilts Ltd in the same role for its public issue of Rs. 3120.00 crore, while Jet Airways (India) Ltd had IDFC Ltd. as the advisor to the public issue of Rs. 1899.35 crore. In 2005-06, BOB Capital Market Ltd. was the advisor to the equity issue of their holding company, Bank of Baroda for Rs 1633 crore. In all, BOB Capital Markets Ltd. acted as advisor in four equity issues for an amount of Rs. 1900.94 crore. Merchant banking Division of Canara Bank was the advisor to four equity issues of Rs. 257.55 crore. A real estate company, Parsvnath Developers Ltd. appointed Fortune Financial Services Ltd. as advisor to their large sized IPO of Rs. 1089.80 crore in 2006-07.
93
On the other hand, three foreign merchant banks, viz. HSBC Capital Markets, Prebon Yamane India Ltd. and Bank of America participated in public issue market as advisors to single issue each. Collin & Stewart Inga Pvt. Ltd advised Future Capital Holding Ltd. for their public issue of equity of Rs. 491.34 crore in 2007-08.
4.3
Management of Public Issues in Debt market Indian corporate debt market has been in existence since independence.
Earlier, public limited companies have been raising resources in small amounts through different instruments of debt securities. However, public sector undertakings (PSUs) also started issuing bonds in the financial year 1985-86. The economic reform initiatives since 1992 have made drastic changes in the structure of corporate debt market in India. During the initial years of the period under review, the corporate debt issues have shown a noticeable rise due to falling interest rates, adequate availability of funds and the bearish equity market in the country. The position regarding public issue of debt during the period under review have been presented in the following table: Table 4.10 Public Issue of Debt Capital Year
1997-98
Debt Issues by ICICI Ltd. No. Amount Rs. 2 919.51
Debt issue by IDBI Ltd. No. Amount Rs. 1 984.86
(Amount in Rs. Crores) By Others Total Issuers No. Amount No. Amount Rs. Rs. 1 25.00 4 1,929.37
1998-99
7
3,064.35
3
4,342.37
10
7,406.72
1999-00
7
2,574.89
2
2,073.00
10
4,697.89
2000-01
7
2,978.09
2
1,161.05
9
4,139.14
2001-02
9
4,017.61
3
972.91
1
350.17
13
5,340.69
2002-03
3
2,342.63
5
2,350.26
-
-
8
4,692.89
2003-04
3
1,352.12
3
2,971.46
-
-
6
4,323.58
2004-05
3
1,627.42
2
2,467.43
-
-
5
4,094.85
2005-06
-
-
-
-
-
-
-
-
2006-07
-
-
-
-
-
-
-
-
2007-08
1
1,000.00
-
-
-
-
1
1,000.00
2008-09
-
-
-
-
1
1,500.00
1
1,500.00
Total
42
19,876.62
21
17,323.34
4
19,25.17
67
39,125.13
1
50.00
Source: Compiled from offer documents of issuer comopanies. 94
As is shown in the table, the public debt issue market during the period of study was dominated by two domestic Financial Institutions, viz., ICICI Ltd. and IDBI Ltd. ICICI Ltd. had 42 debt issues of safety bonds of various types for an aggregate amount of Rs. 19,876.62 crore during the period from 1997-98 to 2007-08. IDBI Ltd raised an aggregate amount of Rs. 17323.34 crore through 21 debt issues to public during the same period. Actually, the issue of bonds by these two issuers was made through various tranches. All the tranches of bond issues were with ‘green shoe option’ to the extent of double the amount of issue. Nearly all the debt issues were oversubscribed, in some cases more than double the amount of issue and the entire amount subscribed were retained by the issuers. The largest amount of Rs. 7,406.72 crore was raised in 1998-99 through ten debt issues, while the year 2007-08 and 200809 saw single debt issue each. Tata Capital Ltd. raised Rs. 1500 crore in 2008-09 through non convertibel debentures. On the other hand, no corporate debt issue was made to the public in the year 2005-06 and 2006-07 due to the buoyant equity market during this period.
4.3.1 Merchant Banks as Lead Managers to Debt Issues A number of lead managers and co-managers were appointed by both ICICI Ltd and IDBI Ltd. for their debt issues to public. However, a single merchant bank was made responsible as lead manager to furnish ‘Due Diligence Certificate’ to SEBI as per the provision of SEBI (Merchant Bankers) Regulation, 1992. As stated in the table 4.11, SBI Capital Markets Ltd. managed an aggregate of Rs. 17,723.55 crore through 23 public issues of bonds by IDBI Ltd. during the period under review. JM Morgan Stanley was the preferred choice of ICICI Ltd for its 33 issues of Safety Bonds for an aggregate amount of Rs. 14,554.45 crore during the six years of period of study.
95
Table 4.11 Merchant Banks as Lead Managers in of Debt Issues (Amount in Rs. Crore) Merchant Banks Year
1997-98 1998-99 1999-00 2000-01 2001-02
SBI Capital Markets Average No. of Amount amount Issues Rs. 984.70 1 984.7 (51.04) 4,342.37 3 1,447.46 (58.63) 2,123.00 3 707.67 (45.20) 1,161.05 2 580.525 (28.05) 1,323.08 4 330.77 (24.78) 2,350.26 5 470.05 (50.08) 2,971.46 3 990.48 (68.72) 2,467.63 2 1.233.87 (60.25) -
J M Morgan No. of Issues 2 7 7 7 9
Amount Rs. 919.52 (47.65) 3.064.34 (41.37) 2.574.89 (54.80) 2.978.09 (71.95) 4.017.61 (75.22)
Average amount Rs.
DSP Merrill Lynch No. Average Amount of amount Rs. Issues Rs.
IL&FS Investsmart Average No. of Amount amount Issues Rs. Rs. 25.00 1 25.00 (1.29)
459.76
-
-
-
437.76
-
-
-
-
-
367.84
-
-
-
-
425.44
-
-
-
446.4
-
-
No. of Issues
ICICI Securities Average Amount amount Rs. Rs.
Total Debt Amount Raised Average No. of Amount amount Issues Rs. Rs.
-
-
-
4
1,929.22
482.3
-
-
-
-
10
7,406.72
740.67
-
-
-
-
-
10
4,697.89
469.79
-
-
-
-
-
-
9
4,139.14
459.90
-
-
-
-
-
-
-
13
5,340.69
410.81
780.87
-
-
-
-
-
-
8
4,692.89
586.61
450.70
-
-
-
-
-
-
6
4,323.58
720.60
542.47
-
-
-
-
-
-
5
4,095.05
818.97
-
-
-
-
2,342.63 (49.92) 1,352.12 (31.28) 1,627.42 (39.75) -
-
-
-
-
-
-
-
-
-
-
2006-07
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2007-08
-
-
-
1
1,000.00 (100)
1,000.00
-
-
-
-
-
-
-
-
-
1
1,000.00
1,000.00
2008-09
-
-
-
-
-
-
-
-
-
-
-
-
1
1,500.00
1
1,500.00
1,500.00
Total
23
17,723.55 (45.30)
770.56
33
14554.45 (37.20)
441.04
9
5,322.17 (13.60)
591.35
1
25
25
1
1500
67
39,125.18
583.96
2002-03 2003-04 2004-05 2005-06
-
-
-
3
-
-
-
3
-
-
-
3
Note: - Figures in parentheses show percentage of total amount mobilised through public issues of Debt during the year. Source: - Compiled from Offer Documents of Companies, SEBI Website.
96
1,500.00 (100) 1,500.00 (3.83)
However, ICICI Ltd. appointed DSP Merrill Lynch Ltd. as their chief lead manager for the last three years. DSP Merrill Lynch Ltd.’s share in the management of debt issues for three years was found to be Rs. 5,322.17 crore which came through 9 debt issues of ICICI Bank Ltd. In the year 2003-04, DSP Merrill Lynch Ltd. was joined by Enam Securities Ltd. for the management of three debt issues of ICICI Bank Ltd. On the other hand, IL& FS Investsmart was the lone lead manager for debenture issue of Rs. 25.00 crore by Noida Toll Bridge Co. Ltd. Similarly, ICICI Securities Ltd along with Citigroup Global Markets and DSP Merrill Lynch was the lead managers for the debt issue of Rs. 1,500 crore by Tata Capital Ltd. in 2008-09. Overall, SBI Capital Markets Ltd. has been the leader in the management of debt issues to public with its share at 45.30% of the total fund mobilised. This was followed by two foreign merchant bankers, viz, JM Morgan Stanley Ltd. and DSP Merrill Lynch Ltd. with their share standing at 37.20% and 13.60 % respectively of total funds raised through debt issues.
4.3.2 Merchant Banks as Co-lead Managers/ Co-managers in debt issues A large number of merchant bankers was appointed to participate in the management of public issues of debt during the period under review. Co-lead managers, co-managers in debt issues facilitate tie up with the banks, financial institutions and potential investors. They constantly update the list of potential investors. They also subscribe, hold and help in selling debt instruments. Table 4.12 reveals the list of merchant banks who participated in the management of debt issues as co-lead managers during the period under review. Reputed merchant banks like JM Morgan, DSP Merrill, Kotak Mahindra, SBI Caps, Karvy Investor Services Ltd. and Enam Securities not only managed public issues of debt and equity as lead managers, but also participated as co- lead managers nearly in all debt issues. An analysis of offer documents of issuer companies reveals that merchant bankers like RR Financial Consultants Ltd, LLoyds Capital Management Ltd, Bajaj Capital Ltd, Sobhagya Capital Option Ltd., Integrated Enterprises Ltd., have their expertise in the management of debt issuers only as co-lead managers.
97
Table 4.12 Merchant Bankers as Co-Lead Managers/ Joint Lead Managers in Debt Issues (figures in Rs. Crores) Merchant Banks
Total Year
Amount
JM Morgan
DSP Merrill
Enam Securities
Kotak Mahindra
SBI Caps
R R Financial
KJMC Global
Bajaj Capital
Mobilised
Issues
Amount
Issues
Amount
Issues
Amount
Issues
Amount
Issues
Amount
Issues
Amount
Issues
Amount
Issues
Amount
1997-98
1,929.22
01
984.86
03
1,904.37
03
1,904.37
04
1,929.37
03
944.51
03
1,904.37
-
-
-
-
1998-99
7,406.72
03
4,342.37
10
7,406.72
10
7,406.72
10
7,406.72
07
3,064.34
10
7,406.72
03
4,342.37
-
-
1999-00
4,697.89
04
1,633.54
10
4,697.89
09
4,647.89
10
4,697.89
07
2,574.89
09
4,647.89
02
2,073.00
03
1,527.51
2000-01
4,139.14
-
-
09
4,139.14
09
4,139.14
09
4,139.14
07
2,978.09
09
4,139.14
02
1,161.05
09
4,139.14
2001-02
5,340.69
04
1,323.08
09
4,017.61
12
4,990.52
13
5,340.69
-
-
07
3,596.02
03
972.91
12
4,990.52
2002-03
4,692.89
08
4,693.52
05
2,350.46
05
2,350.46
05
2,350.46
02
2,343.06
08
4,693.52
08
4,693.52
08
4,693.52
2003-04
4,323.58
06
4,323.58
03
2971.46
06
4,323.58
03
2,971.46
-
-
06
4,323.58
06
4,323.58
06
4,323.58
2004-05
4,095.05
05
4,094.85
02
2,467.43
02
2,467.43
02
2,467.43
-
-
05
4,094.85
05
4,094.85
05
4,094.85
2005-06
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2006-07
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2007-08
1,000.00
-
-
01
1,000.00
01
1,000.00
-
-
-
-
-
-
-
-
01
1,000.00
2008-09
1,500.00
-
-
01
1,500.00
-
-
-
-
-
-
-
-
-
-
-
-
Total
39,125.18
31
21,395.80
53
32,455.08
57
33,230.11
56
31,303.16
26
11,904.89
57
34,806.09
29
21,661.28
44
24,769.12
Source: - Compiled from offer documents of issuer companies for relevant years
98
In addition to this, both debt issuers i.e. ICICI Ltd. and IDBI Ltd. also appointed a number of merchant banks as co-lead managers to the issues. Among the co-managers to debt issues, GSFS Capital & Securities Ltd. participated in total of 42 debt issues, Integrated Enterprises Ltd. in 40 issues, Karvy Investors Services Ltd. in 39 debt issues, Sobhagya Capital Option Ltd. in 23 issues and AK Capital Services and Allianz Securities Ltd in 12 issues each. Other merchant bankers who participated in debt issues as co-managers included Bajaj Capital Ltd., United Bank of India, Centrum Finance Ltd. and UTI Securities Ltd.
4.3.3 Merchant Banks as Chief Marketing Agent/ Advisors to Debt Issues Both ICICI Ltd and IDBI Ltd. appointed their own subsidiaries respectively in the role of Chief marketing agents and as advisors to their debt issues. ICICI Capital Services Ltd, a subsidiary of ICICI Bank Ltd, was appointed to supervise marketing activities of ICICI Ltd.’s 25 debt issues during the period under review. Similarly, ICICI Securities and Finance Ltd. was the lone advisor to the 31 debt issues of ICICI Ltd. In the same manner, IDBI Capital Market Services Ltd. acted as principal marketing coordinator for the 31 debt issues by IDBI Ltd. Canara Bank provided advisory services to Krishna Bhagya Jal Nigam Ltd. for their issue of non convertible bonds of Rs. 350.17 crore in the year 2001-02. Tata Capital Ltd. appointed their sister concern ( Tata Capital Markets Ltd) as advisor to their debt issue of Rs. 1,500 crore in 2008-09.
4.4
Public Sector Banks as Managers to Public Issues An analysis of data for the period of study has revealed a dismal participation
of merchant banking divisions/ subsidiaries of public sector banks in public issue management of equity and debt. With the exception of SBI Capsital Markets Ltd, other merchant banks of public sector banks have not performed a significant role in the management of public issues. SBI Capital Markets Ltd. has been active as lead manager, co-lead manager and as an advisor to the public issues throughout the period under review. It has managed prestigious public issues as lead managers individually or in association with other lead managers. As a result, it has been counted among the top ranking merchant bankers in the field of public issue management. The year wise number and amount of public issues managed by SBI Capital Markets. has been explained earlier in this chapter.
99
Table 4.13 exhibits the public sector banks who acted as lead managers and co-lead managers in the public issues of equity and debt during the period from 199798 to 2008-09. Table 4.13 Public Sector Banks & Subsidiaries as Managers to Public Issues S. No.
Merchant Banks
(A)
Equity Issues No. Amount Rs. in crore
Debt Issues No. Amount Rs. in crore
Lead Managers
1.
SBI Capital Markets Ltd.
43
6,868.31
23
17,723.60
2.
Canara Bank
14
65.97
-
-
3.
Allbank Finance Ltd.
10
471.42
-
-
4.
BOI Finance Ltd.
01
20.40
-
-
5.
All Securities & Finance Ltd.
01
2.50
-
-
6.
Dena Bank
01
1.80
-
-
70
7,430.40
23
17,723.60
Total (B)
Co-lead Managers
1.
SBI Capital Markets
11
25,822.32
26
11,904.89
2.
Canara Bank
09
1,491.95
5
5,554.85
3.
BOB Capital Markets Ltd
08
3,952.42
-
-
4.
BOI Finance Ltd.
02
126.25
-
-
5.
United Bank of India
01
2,188.36
2
1,843.49
6.
PNB Capital Markets Ltd.
02
123.87
1
70
7.
Union Bank
01
829.54
-
-
34
34,534.71
34
18,069.19
Total Source:
Compiled from offer documents of issuer companies for relevant years.
It has been revealed in the table that merchant banks of public sector banks were the lead managers for 70 equity issues and 23 debt issues out of total 685 public issues floated during the period under review. Dominant role of SBI Capital Markets Ltd as lead manager and co-lead manager has been evident from the table. It was the co-BRLM/ lead manager to the largest issues, that is, the issue of DLF Ltd and Reliance Power Ltd. in 2007-08. Canara bank followed SBI Capital Markets Ltd with 14 equity issues of small size. Allbank Finance Ltd (a subsidiary of Allahabad Bank) was the lead manager to ten equity issues including six equity issues in 2008-09 itself. 100
Table 4.13 further shows the merchant bankers of public sector banks in the role of co-lead managers. SBI Capital Markets Ltd participated in almost all debt issues either as lead managers or co-lead managers. It was also co-lead manager for nine equity issues during the period of study. Canara Bank and BOB Capital Markets Ltd were the other merchant banks who played a major role as co-lead managers from among public sector banks. In addition to the merchant banks mentioned in the table, Indbank Merchant Banking Services Ltd, Vijay Bank, Central Banks of India, Andhra bank, and State bank of Travancore were the co-lead managers for single issue of equity each. In addition to this, 14 issuer companies of equity issues appointed public sector banks or their subsidiaries as advisors to their equity issues. BOB Capital Market Ltd, a subsidiary of Bank of Baroda, acted as advisors to four public issues of equity including an issue by Bank of Baroda for an amount of Rs. 1633.00 crores. Canara Bank advised three issuer companies in the matters of issue of equity shares. Punjab National Bank appointed PNB Gilts Ltd as advisors to their equity issue of Rs. 3,120 crore. Similarly, Indbank Merchant Banking Services Ltd was the advisor to the issue of Indian bank. Other public sector banks and subsidiaries who were involved in the role of advisors to the equity issues included SBI Capital Markets Ltd, Central Bank of India, State Bank of Hyderabad and PNB Capital Services Ltd.
4.5
Rights Issues A rights issue is a primary source for a listed company to raise additional
capital from the primary market. Rights issue means an issue of capital under section 81 (1) of the Companies Act, 1956, to be offered to the existing shareholders of the company through a letter of offer. The ‘right’ herein refers to the entitlement of a shareholder to apply for and receive additional shares in a company. The application for additional shares is only a right and not an obligation on the shareholders. A ‘record date’ is fixed for the ascertainment of the right. The rights are normally offered in a particular ratio to the number of securities held on the record date. The shareholder is given the option to receive right shares or to renounce the right in favour of any other person of his choice. Once the right is renounced, the renouncee is entitled to subscribe for and receive the right shares. As the right issue is made by a listed company, the market price becomes a benchmark for the price of the right issue. Since the right issue has to be made to the existing shareholders of the company, it 101
has to be priced more favourably for the shareholders (below the market price of the share) than a public issue. The issue price of the right issue is determined by the issuer in consultation with the lead manager to the issue. As per the provisions of SEBI (Merchant Bankers) Regulations, 1992, “any issue of shares by way of rights by a company listed in a recognized stock exchange and exceeding Rs. 50 Lakhs shall be managed by SEBI registered merchant banker.” Regulation 18(2) requires a lead manager to enter into an agreement, before taking up the assignment relating to the issue, with the issuer, setting out therein the mutual rights, duties and liabilities relating to such issue, in particular to disclosures, allotment and refund.
4.5.1 Role of Lead Merchant Banker in Rights Issues The lead manager appointed to manage the issue of rights shares has to perform the following obligations – (i)
Preparation of Letter of Offer – In case of rights issues, a letter of offer is prepared instead of prospectus by lead manager, with the prescribed particulars including details of the rights offer. Merchant Banker must ensure that it provides a true, correct and fair view of the state of affairs of the issuing company.
(ii)
Submission of letter of offer to SEBI – The draft letter of offer is filed with SEBI by the lead manager six weeks prior to the proposed date of opening of the rights issue. Along with the letter of offer, other mandatory documents, such as the Memorandum of Understanding between lead manager and the issuing company, due diligence certificate and the prescribed undertaking by the issuer and lead manager have to be submitted to SEBI for observations and comments. If any modification/ alteration is suggested by SEBI within 21 days of receipt of such draft, it shall be incorporated in the letter of offer by the merchant banker before filing a copy of the letter of offer with SEBI. The final copy of letter of offer shall be submitted by the lead manager to SEBI two weeks before the issue opens for subscription.
(iii)
Compliance with rules and regulations – The lead manager submitting the letter of offer shall be responsible for ensuring compliance with SEBI rules, regulation, guidelines and requirements of other laws for the time being in force. 102
(iv)
Sending the letter of offer to shareholders – The lead manager shall ensure that the letter of offer is sent to the shareholders at least one week prior to the date of opening of the issue.
(v)
Advertisement of rights issues- The lead manager has to ensure the publication of an advertisement in English, Hindi and the regional language as prescribed, at least 7 days before opening of the issue. The right issue is kept open for at least 30 days and not more than 60 days.
(vi)
Post issue obligations – The lead manager is responsible for the finalization of allotment process. After the allotment of right shares, the allotment advices should be sent to the shareholders within 6 weeks of the closure of the issue. The post issue monitoring report is to be filed in a prescribed form with SEBI by the lead manager on the 3rd day and the 50th day after the closure of the issue.
4.6
Rights Issue Market During the Period of Study The bearish state of secondary capital market, investors’ apathy towards the
market, declining profitability of many listed companies and some adverse events at national and international level contributed to the poor state of rights issues during the initial period of study till 2002-03. However, from 2003-04 onward, the buoyant secondary market, favourable economic environment in the country as a result of high growth rate of GDP, low interest rate, high flow from Foreign Institutional Investors, higher industrial growth and high returns in the secondary market contributed favourably to rights issue market. During the period of this study, the rights issue market presented comparatively a dismal picture. There were 330 rights issues during the period of 12 years and the funds mobilized through these issues stood at Rs. 63,624 crore. In comparison to this, funds raised through right issues during five years period ( 199293 to 1996-97) immediately preceding the period of the study was as high as Rs. 37,973 crore mobilised through a total number of 1,645 rights issues. The position regarding number of rights issues, amount of issues and the number of merchant banks involved as lead managers and Co managers to the issues during the period of study has been explained in table 4.14 and chart 4.5
103
Table 4.14 Rights Issues Floated By Joint Stock Companies and Merchant Banks involved (Amount in Rs. crore) Years
Issues Floated 49
Amount Mobilised Amount 1,703
Average Issue Size Amount 34.75
1997-98
Lead Merchant Involved As Lead As co-lead Total Managers Managers 33 24 57
1998-99
26
568
21.84
18
6
24
1999-00
28
1,560
55.71
17
7
24
2000-01
27
729
27.00
18
2
20
2001-02
13
1,041
80.07
11
9
20
2002-03
12
431
35.91
10
4
14
2003-04
22
1,006
45.73
15
3
18
2004-05
26
3,616
139.07
14
5
19
2005-06
36
4,126
114.61
19
2
21
2006-07
38
3,704
97.47
20
2
22
2007-08
30
3,2518
1,083.93
25
1
26
2008-09
23
12,622
548.78
20
1
21
Total
330
63,624
192.8
220
66
286
Source: - Compiled from offer documents of companies, SEBI website and Prime Database. The trend in the year wise amount raised through rights issues can be witnessed from the following chart also.
104
Chart 4.5
The table shows that the largest amount of Rs. 32,518 crores was mobilised in 2007-08. This amount included a sum of Rs. 16736.30 crore raised by State bank of India alone. The year 2008-09 further saw a declining trend in rights issues market and only 12, 622 crores could be raised through 23 issues during this year. However, only Rs. 431 crore could be raised through 12 issues in 2002-03. The largest number of issues (49) were witnessed in 1997-98 and the lowest number of 12 issues took place in 2002-03. Average size of the issue also showed a fluctuating trend during this period. It was 34.75 crore in 1997-98, courtesy the largest rights issue of Rs. 799.29 crore by Ispat Industries Ltd., which individually contributed 47% of year’s total mobilization. In 1998-99, average issue size declined to the lowest figure of Rs. 21.84 crore. A recovery in rights issue market in 1999-2000 increased the average issue size to Rs. 27 crore in 2000-01. Average issue size further increased to 80.07 crore during the year 2001-02 due to a single rights issue of debentures of Rs. 671.63 crore by Tata Engineering & Locomotive Co. Ltd. It again increased in 2004-05 to Rs. 139.07 crore after a decline in previous two years. The year 2007-08 witnessed the highest average issues size of Rs. 1083.93 crores due the largest issue of Rs. 16,736.30 crore by State Bank of India. Overall, the average size of the issue was 192.80 crore. The table 4.14 further shows the number of merchant banks involved in the management of rights issues in the role of lead managers and co lead managers/ 105
advisors to the issue. In all, 286 merchant banks (220 as lead managers and 66 as colead managers/advisors) were involved in the management of 330 rights issues during the period under review. The largest number of merchant bankers involved was in the year 1997-98 which was 57 for 49 rights issues. On the other hand, only 14 merchant banks were involved in 12 rights issues during the year 2002-03. A declining number of merchant banks involved in the management of rights issues were noticed during the latter period of study. The trend shows that only reputed and professional merchant banks with good track record has remained in the management activities of rights issues.
4.7
Management of Rights Issues Table 4.15 and chart 4.6 depicts the year wise involvement of both foreign
and Indian merchant banks in rights issues. As revealed in the table, out of aggregate Rs. 63,624.39 crore mobilised through rights issues, a sum of Rs. 27,375.44 crore was managed by Indian merchant banks while foreign merchant banks was able to manage a sum of 36,248.95 crore. The amount of rights issues managed by foreign merchant bankers was in the range of Rs. 7.83 crore in 2002-03 to Rs. 21,956.80 crore in 2007-08, while the range of amount managed through Indian merchant bankers varied from Rs. 172.46 crore in 2001-02 to Rs. 10,561.72 crore in 2007-08. A glance at the number of rights issues managed by foreign and Indian Merchant banks reveals that while only 57 issues were managed by foreign merchant banks, Indian merchant Banks were the preferred choice of 273 issuers of rights shares. During the period under review, foreign merchant banks were noticed to have managed in the range of one to nine rights issues and this range in case of Indian Merchant Banks was from eight rights issues in 2001-02 to 40 issues in 1997-98.
106
Table 4.15 Rights Issue Management by Lead Merchant Bankers (Amount in Rs. crore) Years
1997-98
Foreign Merchant Banks Indian Merchant Banks No. of Amount Average No. of Amount Average No. of Issues amount Issues amount Issues 09
239.38
26.60
40
(14.05) 1998-99
06
279.04
07
728.56
46.51
20
04
115.33
104.08
21
05
868.8
28.83
23
01
7.83
173.76
08
03
258.94
7.83
11
04
274.38
86.31
19
04
2,471.49
68.59
22
04
1,292.96
617.87
32
06
21,956.80
323.24
34
04
7,755.44
3659.47
24
57
36,248.95 (56.97)
831.68
39.6
28
1,560.24
55.72
614.08
26.7
27
729.41
27.01
172.46
21.56
13
1,041.26
80
423.43
38.49
12
431.26
35.94
746.86
39.31
22`
1,005.80
45.72
3,341.62
151.89
26
3,616.00
139.08
1,654.33
51.7
36
4,125.82
114.6
2,410.54
70.9
38
3,703.50
97.46
10,561.72
440.07
30
32,518.52 1,083.95
256.13
23
12,622.00
548.78
100.27
330
63,624.39
192.8
(32.48) 1938.86
19
(61.44) Total
21.83
(65.09)
(67.52) 2008-09
567.56
(40.10)
(34.91) 2007-08
26
(92.41)
(59.90) 2006-07
14.43
(74.26)
(7.59) 2005-06
288.52
(98.19)
(25.74) 2004-05
34.75
(16.57)
(1.81) 2003-04
1,703.02
(84.19)
(83.43) 2002-03
49
(53.30)
(15.81) 2001-02
36.59
(50.84)
(46.70) 2000-01
Average amount
(85.95)
(49.16) 1999-00
1,463.64
Total Amount
4,866.56 (38.56)
635.95
273
27,375.44 (43.03)
Note: -
Figures in parentheses show percentage of total amount mobilised through rights issues Source: - Compiled from Letters of Offer of Companies, SEBI Website.
107
The following chart also shows the comparative share of foreign and Indian merchant bankers in the year wise amount mobilization through right issues. Chart 4.6
Further, the table reveals that 43.03% of total amount mobilized through rights issues was managed by Indian merchant bankers. This share was 56.97% in case of foreign merchant banks. Foreign merchant banks were able to secure the business of 83.43% of total amount in 2001-02, which went down to 7.59% only in 2004-05. In 2002-03, foreign merchant banks were able to manage only one rights issue of a small amount of Rs. 7.83 crore. On the other hand, the proportion of total amount of rights issues managed by Indian merchant banks was 16.57% in 2001-02 which increased to as high as 98.19% in 2002-03. The analysis of average issue size of right issues managed by both categories of merchant bankers shows that foreign merchant banks handled comparatively higher issue size in all the years except 2004-05. So, foreign merchant banks were the preferred choice of issuers of comparatively large amount of rights issues.
4.7.1 Indian Merchant Banks as Lead Managers in Rights Issues The performance of top Indian merchant bankers in the management of right issues on the basis of number of issues and total amount managed has been shown in Table 4.16. It is visible from the table that Indian merchant banks were the ‘lead managers to 273 rights issues’ with an aggregate amount of Rs. 27,375.44 crore. Thus Indian
108
merchant banks contributed 43.03% to the pool of total funds mobilized through rights issues. The table 4.16 further shows that SBI Capital Markets Ltd. was on the top rank with the management of Rs. 5,780.79 crore through 25 rights issues. This was followed by ICICI Securities and Kotak Mahindra Capital Co. Ltd. with Rs. 5,296.03 crore and Rs. 4444.14 crore respectively. Among the top ranking merchant banks, Enam Securities managed a sum of Rs. 3479.31 crore through 15 rights issues and Ambit Corporate Finance secured the busniess of Rs. 1125.55 crore through five issues. Keynote Corporate Services Ltd. was able to participate in 31 issues of Rs. 650.22 crores. Other merchant bankers involved as lead managers were Karvy Investor Services for Rs. 172.69 crore, IL&FS Investsmart with five issues of Rs. 301.49 crore Rs. 301.49 crore and Lodha Capital three issues of Rs. 179.22 crore. On the basis of number of rights issues managed, Keynote Corporate Services was the preferred choice of the largest number of issuers (31 rights issues) with an average size of Rs. 20.97 crore. ICICI Securities and SBI Capital Markets Ltd were the other top ranking players with the involvement in 28 and 25 rights issues respectively. Lodha Capital participated in only three issues while IL&FS Investsmart was able to manage five rights issues. The analysis of average size of rights issues managed by different Indian merchant bankers showed that Kotak Mahindra Capital Co. managed largest sized rights issues (eleven in number) with an average issue size of Rs. 404.14 crore. It was followed by Enam Securities with an average issue size of Rs. 231.95 crore from 15 rights issues. On the other hand, Karvy Investors Services and Keynote Corporate Securities Ltd. managed minimum sized issues during the period under review with average issue size of Rs. 17.26 crore and Rs 20.97 crore respectively. ICICI Securities was the manager of rights issues to the tune of 8.32% of total fund mobilised during the period of study. It managed 60.92% of total rights issue amount in 1997-98 and 62.70% in 2004-05. However, its share declined to 1.12% in 2007-08 and less than one percent in 2006-07. Similarly SBI Capital Markets Ltd showed their presence by managing 9.08% of total resource mobilised through rights issues and participated continuosly during the entire period under review except in 1997-98.
109
110
111
112
Enam Securities managed an aggregate 5.47% of amount through rights issues with its major share in 2006-07. Kotak Mahindra Capital Co. was able to manage 6.98% of the fund mobilised through rights issues. It was the lead manager, along with other five merchant bankers, to the largest issue of Rs. 16,736.30 crore by State Bank of India in 2007-08. On the other hand, the share of IL&FS Investsmart, Lodha Capital Ltd. and Karvy Investors Services Ltd. in the total funds raised through rights issues was less than one percent. A number of tiny rights issues have been managed by various small merchant banks covered in other merchant banks category. This included a total of 140 rights issues mobilizing an aggregate sum of Rs. 5879.59 crore (9.24%) during the period of study. From the analysis of above table, it may be concluded that SBI Capital Markets Ltd. performed better than other Indian merchant banks. It was the preferred choice of 25 issuers of rights shares with an aggregate amount of Rs. 5780.79 crore. Similarly issuers with small issue size preferred Keynote Corporate Services as their lead merchant banker Amount managed by Indian merchant banks as lead managers during the period from 1997-98 to 2008-09 has been presented in the following chart.
113
Chart 4.7
4.7.2 Foreign Merchant Banks as Lead Managers in Rights Issues A small number of foreign merchant banks registered with SEBI have also played a leading role in the management of public and rights issues floated by joint stock companies during the period under review. Table 4.17 shows the year wise participation of individual foreign based merchant bankers in the management of rights issues as lead managers. Out of 57 rights issues with an aggregate amount of Rs. 36,248.95 crore lead managed by foreign merchant banks, DSP Merrill Lynch secured the confidence of 12 issuer companies with an aggregate amount of Rs. 10,129.42 crore. This amount was 15.92 % of the total resource mobilised through rights issues during the period of study. Another foreign merchant bank, JM Morgan Stanley was the lead manager in 19 rights issues with the total amount of Rs. 10,112.15 crore (15.89%). It managed 67.65% of the total funds in 2001-02 and 18.14% of the funds mobilised through rights issues in 2006-07. HSBC Securities & Capital (India) Ltd. participated in the management of rights issues for four years only and managed a sum of Rs. 304.28 crore through 7 issues. Citigroup Global Markets helped to contribute 13.55 % of total funds through four rights issues.
114
115
In the category of other foreign merchant banks, Deutsche Equities (India) was the lead manager along with other merchant bankers for the rights issue of Rs. Rs. 16,736.30 crore by State bank of India in 2007-08. Similarly, JP Morgan and ABN Amro Securities (India) Ltd participated as lead managers for the largest issue of Rs. 5,047.70 crore and 4,145.81 crore by Hindalco Industries and Tata Motors respectively in 2008-09. Standard Chartered Grindley Bank acted as lead managers in two rights issues of Rs. 117.09 crore and UNO Asia Investment Banque Ltd. was the lead manager for a single rights issue of Rs. 5.00 crore. The amount of rights issues managed by foreign merchant bankers has been shown in the following chart also. Chart 4.8
4.7.3 Public Sector Banks and their Subsidiaries as Managers to the Rights Issues From an analysis of letters of offers issued by companies for rights issues during the period under review, a dismal performance of public sector banks and their subsidiaries was witnessed in the management of rights issues with the exception of SBI Capital Markets Ltd. This merchant bank competed with other top ranking merchant banks in India by handling 25 rights issues for Rs. 5,780.79 crore as a lead manager.
116
Number and amount of rights issues managed by all public sector banks in the capacity of lead merchant banker is presented in Table 4.18 Table 4.18 Public Sector Banks and Their Subsidiaries as Lead Managers in Rights Issues S. No
Merchant Banks
No. of rights Issues 25
Amount (Rs. In crore) 5,780.79
1.
SBI Capital Markets Ltd.
2.
Punjab National Bank
01
74.93
3.
Canara Bank
03
73.29
4.
Indian Overseas Bank
02
63.85
5.
Indbank Merchant Banking Services
02
38.44
6.
BOB Capital Markets
03
36.21
7.
BOI Finance
02
7.47
8.
Vijay Bank
01
5.27
9.
Central Bank of India
01
1.35
Total
40
6,081.6
Source: - Compiled from Letters of Offer by Issuer Companies, SEBI website and Prime Database. As revealed in the table, out of total 40 rights issues lead managed by merchant banks divisions/ subsidiaries of public sector bank, SBI Capital Markets Ltd had a share of 25 right issues involving a toal amount of Rs. 6,081.60 crore. All other merchant banker were the lead manager for one or two right issues of very small size. Two right issues managed by Indbank Merchant Banking Services Ltd included one issue of Rs. 60.50 crore jointly lead managed by private merchant banker, AK Capital Services. Ltd. In addition to this, Canara Bank was the co-lead manager to four rights issues for an aggregate amount of Rs. 921.09 crore, including a largest issue of Rs. 977.29 crore in 1997-98. BOB Capital Markets Ltd., a subsidiary of Bank of Baroda, acted as co-lead manager in one rights issue of Rs. 8.96 crore only in 1997-98.
4.7.4 Management of the Largest and the Smallest Rights Isssues A glance at Table 4.19 reveals the largest and the smallest rights issues floated during the period from 1997-98 to 2008-09 along with their lead managers and colead managers. 117
Table 4.19 Mangement of the Largest and the Smallest Rights Issues. Year
Largest Issues
1997-98
Ispat Industries Ltd.
1998-99
Indian Cement Ltd.
Issues Size Rs. 799.29 (45.85)
Lead Manager (s)
Co-Lead Managers
ICICI Securities
IDBI Bank, SBI Caps., IFCI, JM Financial, Canara Bank ICICI Sec., IDBI Bank, JP Morgan Standard CharteredSTCI -----
Smallest Issues Ashu Ltd.
Hickson
160.84 DSP Merrill Lynch OPG Metal & (22.33) Finance Ltd. 1999-00 IFCI Ltd. 352.31 SBI Capital Markets Ltd. India Com (22.58) Directories 2000-01 Centurian Bank 128.07 SBI Capital Markets Ltd. Cede Investment (17.54) Ltd. 2001-02 Tata Engineering & 671.62 J M Morgan Stanley ----Mindteck (India) Locomotive Ltd. (64.51) Ltd. 2002-03 Ballarpur Industries Ltd. 217.09 Kotak Mahindra Capital Co. ICICI Securities IPI Steel Ltd. (50.34) 2003-04 Electrolux Kelvinator Ltd. 199.77 Ambit Corporates -----Manapuuram (54.54) General Finance 2004-05 State Industries (India) Ltd. 1972.30 ICICI Securities J.M. Morgan, JP Coonoor Tea (54.54) Morgan Estate Co. 2005-06 Hindalco Industries Ltd. 2226.60 J.M. Morgan Stanley --------Bhagwati (53.97) DSP Merrill Lynch Autocast Ltd. 2006-07 Aditya Birla Nuvo Ltd. 779.25 Enam Financial, -Kaycee (21.04) DSP Merrill Industries Ltd. 2007-08 State Bank of India 16,736.30 Citigroup, CLSA India, Kanpur (51.46) Deutsche, DSP Merrill, Kotak, SBI Capital Plastipack Ltd. 2008-09 HIndalco Industries Ltd. 5,047,70 ABN Amro, Citigroup, Deutsche, DSP Multiplus (40.00) Merrill, SBI Caps. Holdings Ltd. Total 46,027.44 (72.34) Note: - Figures in parentheses denote percentage of total amount mobilised through rights issues during the respective year. Source: - Compiled from letters of offer of Companies, SEBI website.
118
Issue Size Rs. 0.45
(Amount in Crores) Lead Manager (s) Suraj Securities
0.50
N.A.
1.00
V.B. Desai Financial
0.20
C.D. Equisearch
0.94
Ind Global Corporates
1.76
Aryaman Financial Services.
1.50
Munoth Financial Services
1.25
Karvy Investor Services
2.56
Vivro Finance Services
1.99
Chartered Capital Investment Vivro Financial Services
3.54 0.48 18.71
&
No lead manager, as the issue was less than Rs. 50 Lakhs.
The year wise relative importance of each such rights issue can be judged from the percentage share of each largest issue in the total amount mobilised through rights issues in each year. The twelve largest rights issues as shown in the table contributed a total amount of Rs. 46,027.44 crore in the pool of resources mobilised through rights issues. This was 72.34% of total rights issues amount. The largest amount of Rs. 16,736.30 crores was raised through rights issues by State Bank of India in 2007-08. The amount stood at 51.46% of the total amount raised in that year. The single largest
rights issue by Tata Engineering & Locomotive Ltd
contributed 64.51% of the total funds mobilised in 2001-02. Similarly, rights issues of equity shares by Sterlite Industries Ltd. for Rs. 1972.30 crore accounted for 54.54% of total funds raised through rights issues in 2004-05. The table 4.19 further shows that ICICI Securities Ltd. and SBI Capital Markets Ltd. were the lead managers for two largest rights issues each. DSP Merrill Lynch Ltd. handled one largest rights issue independently and three issues jointly with JM Morgan Stanley Ltd. and Enam Financial Services Ltd and other merchant bankers. The largest issue of Rs. 2226.60 crore in 2005-06 was lead managed jointly by two foreign merchant banks. Foreign merchant bankers dominated in the management of largest rights issues in 2007-08 and 2008-09 as well. Five of twelve issuer companies appointed multiple merchant banks to handle their issues. The maximum number of six merchant bankers were engaged by Ispat Industries Ltd. in their rights issue of Rs. 799.29 crore in 1997-98 and by State Bank of India in their rights issue of Rs. 16,736.30 crore. in 2007-08. The year wise smallest rights issues along with the amount of individual issues is also available in the table. All smallest rights issues were managed by one lead managers and co lead managers were not appointed in any case. All the merchant bankers for handling the smallest rights issues were Indian private merchant bankers.
Conclusion Merchant banks play an important role as one of the intermediaries in the management of public issues. They play the role of lead managers/ BRLMs, co-lead managers and as advisors to the public issues. Both Indian and foreign merchant bankers participated in issue management activities during the period under review. However, Indian merchant bankers dominated the issue activities of equity shares 119
both with respect to number nad amount of issues. Companies making large size issue of equity preferred foreign merchant bankers as lead managers. Among the Indian merchant banker Kotak Mahindra Capital Co., Enam Securities, SBI Capital Markets, karvy Investor Services, ICICI Securities were the major participants in the management of public as well as rights issues. JM morgan Stanley, DSP Merrill Lynch and ABN Amro played the leading role from among the foreign merchant bankers. Analysis of offer documents showed that the large size issues were managed by multiple lead managers while single merchant banker acted as lead manager in small size issues. Appointment of merchant bankers as advisors to the issue was not the common practice among issuer companies. A number of lead managers, co-lead managers, co-managers were appointed by both ICICI Ltd and IDBI Ltd. for their bond issues to public. Further, merchant banking divisions/ subisidiaries of public sector banks showed as very limited participation in public issue management of equity and debt during the period under review. With the exception of SBI Capital Markets and Canara Bank, no other public sector bank performed a significant role in the issue management activities.
120
Table 4.5 Indian Merchant Banks as Lead Managers in Public Issues of Equity (Amount in Rs. crore) Year
Total Amount Raised Rs.
Merchant Banks Kotak Mahindra Capital Co. No. of Issues
Amount Rs. 144.38 (12.72) -
1997-98
1132
01
1998-99
504.02
-
1999-00
2975.25
03
2000-01
2483.76
02
2001-02
1082
2002-03
Enam Securities
Average amount Rs. 144.38
No. of Issues
Amount Rs.
-
-
-
01
ICICI Securities Average amount Rs. -
No. of Issues
Amount Rs.
02
11.61
02
39.30
05
4.03
-
367.00 (32.42) 104.20 (20.63) 178.68 (6.00) -
446.66
01
-
1190.91 (40.03) 893.21 (35.96) -
11.61 (2.18) 39.3 (1.31) 4.03
-
-
-
-
01
1038.68
-
-
-
-
-
-
02
2003-04
17821
03
1789.54
02
03
21431.56
02
1924.11
06
494.98
02
2005-06
23675.7
05
681.64
10
263.67
07
2006-07
24993.37
03
585.69
07
376.67
03
2007-08
52,219.00
10
681.29
07
1,127.61
05
2008-09
2034.00
01
207.66
-
238.50 (1.34) 2969.88 (13.85) 2636.72 (11.14) 3092.68 (12.37) 7,893.28 (15.12) -
119.25
2004-05
-
-
Total
1,51,390.34
30
5368.63 (30.12) 3848.22 (17.95) 3408.22 (14.39) 1757.09 (7.03) 6,812.90 (13.04) 207.66 (10.20) 23,631.22 (15.61)
787.71
35
562.87
32
01
16886.00 (11.15)
164.49 (15.20) 673.00 (64.79) 987.63 (5.54) 2790.99 (13.02) 2051.60 (8.66) 1588.35 ( 6.35) 5,032.50 (9.64) 13,938.44 (9.21)
SBI Capital Markets
Average amount Rs. 183.50
No. of Issues
Amount Rs.
02
52.10
04
35.73
06
-
04
164.49
-
217.72 (19.23) 171.30 (33.99) 351.61 (11.80) 271.95 (10.95) -
82.24
01
329.21
06
1395.50
04
293.09
08
529.45
06
1,006.50
02
-
-
435.58
43
Average amount Rs. 108.86 42.82 58.60 67.98 -
100.00 (9.62) 1842.21 ( 10.33) 410.13 (1.91) 1289.12 (5.44) 1237.18 (4.95) 977.09 (1.87) -
100.00
6868.31 (4.53)
159.73
307.03 102.53 161.14 206.20 488.51 -
Contd.......
81
Year
Karvy Investor Services
UTI Securities
IL&FS Investsmart
Anand Rathi Securities
No. of Issues
Amount Rs.
Average amount Rs.
No. of Issues
Amount Rs.
Average amount Rs.
No. of Issues
Amount Rs.
Average amount Rs.
No. of Issues
Amount Rs.
Average amount Rs.
1997-98
-
-
-
01
5.79
5.79
-
-
-
-
-
-
1998-99
-
-
-
-
-
-
-
-
-
-
-
-
1999-00
05
19.67
3.93
02
12.55
6.28
-
-
-
-
-
-
2000-01
10
7.76
03
15.53
5.18
01
02
-
-
-
-
-
-
-
133.26 ( 5.36) -
66.63
-
50.00 (2.01) -
50.00
2001-02
77.64 (3.13) -
2002-03
-
-
-
-
-
-
01
44.86
-
-
-
2003-04
01
10.00
10.00
01
19.88
19.88
01
44.86 (4.32) 30.00
30.00
-
-
-
2004-05
01
31.78
31.78
03
118.38
01
151.2
151.2
01
35.00
35.00
2005-06
10
78.69
10
33.14
06
02
129.28
64.64
05
49.10
06
82.84
02
559.82 (2.36) 176.81
93.30
2006-07
786.90 (3.32) 245.6
88.41
04
02
82.50
07
45.31
02
04
-
-
-
-
-
721.05 (1.38) -
360.52
-
165.00 (0.32) -
Total
34
1,336.59 (0.88)
39.31
33
1,436.15 (0.95)
43.52
14
1733.74 (1.14)
123.84
354.50 (1.41) 257.03 (0.49) 69.75 (3.42) 978.78 (0.64)
88.62
2007-08
236.75 (1.10) 331.44 (1.40) 497.07 (1.98) 317.14 (0.61) -
01 14
-
64.26 69.75 69.91
Contd.......
82
Year
IDBI & IDBI Capital Market No. of Issues
Amount Rs.
1997-98
04
1998-99
-
211.98 (18.72) -
1999-00
-
2000-01
Keynote Corporate Service
Average amount Rs. 53.00
No. of Issues
Amount Rs.
-
-
-
-
2001-02
01
2002-03
-
2003-04
-
2004-05 2005-06
Other Merchant Banks No. of Issues
Amount Rs.
-
Average amount Rs. -
43
-
-
-
17
-
02
8.85
4.42
22
-
-
03
17.90
5.97
79
74.50 (6.88)
74.50
-
-
-
03
175.16 (15.4) 120.71 (23.94) 152.84 (5.13) 68.23 (2.74) 8.99
-
-
-
-
01
-
-
-
-
-
06
-
-
-
01
7.53
7.53
03
-
68.00
68.00
06
298.03 (1.26) 203.74
49.71
29
10.85 (1.04) 91.99 (0.5) 50.8
1576.09 (6.65) 2006-07 05 245.40 49.08 05 40.74 26 1863.31 (7.4) 2007-08 02 218.18 109.09 03 93.70 31.23 33 4,516.71 (0.41) (8.65) 2008-09 06 163.05 27.17 13 1385.88* (6.69) (68.13) Total 12 818.06 68.17 26 792.8 30.49 275 10,021.56 (0.54) (0.52) (6.62) Note: Figures in parentheses show percentage of total amount mobilised through public issues of equity during the year. * This amount includes Rs. 333.66 crore managed by Allbank Finance Ltd., Rs. 169.10 by Moti lal Oswal, Rs. 207.66 by Edelweiss and Rs. 148.97 crore by Almondz Global Securities Source: - Compiled from Offer Documents of Companies, SEBI Website and Prime directories of releveant Years.
83
Total by Indian Merchant Banks
Average amount Rs. 4.07
No. of Issues
Amount Rs.
53
7.10
20
6.94
46
0.86
105
3.00
05
10.85
05
15.33
23
16.93
24
54.34
93
71.66
72
136.87
77
122.58
21
36.44
544
1122.03 (99.10) 407.82 (80.92) 1954.41 (65.69) 1930.71 (77.73) 247.98 (22.92) 828.71 (79.8) 8588.84 (48.20) 10532.28 (49.15) 13135.22 (55.48) 11261.73 (45.06) 27,004.56 (51.71) 1826.34 (89.80) 78840.63 (52.08)
Average amount Rs. 21.17 20.39 42.48 18.36 49.60 165.74 373.4 438.84 141.24 156.41 350.71 86.97 144.92
Table 4.6 Foreign Merchant Banks as Lead Managers in Public Issues of Equity (Amount in Rs. crore) Years
1997-98 1998-99
Total amount raised Rs. 1132 504.02
1999-00
2975.25
03
2000-01
2483.76
05
2001-02
1082.00
01
2002-03
1038.68
01
2003-04
17821.00
03
2004-05
21431.56
02
2005-06
23675.70
06
2006-07
24993.37
04
2007-08
52,219.00
03
2008-09
2034.00
Total
1,51,390.34
J M Morgan Stanley No. of Amount Average Issues Rs. amount Rs. 01 6.25 6.25 -
29
682.36 (22.93) 270.68 (10.90) 834.02 (77.08) 209.97 (20.2) 4251.03 (23.85) 3856.10 (17.99) 4717.99 (19.93) 4300.00 (17.20) 4779.86 (9.15) 207.66 (10.20) 24,115.92 (15.92)
No. of Issues 02
Merchant Banks DSP Merrill Lynch Amount Average No. of Rs. amount Issues Rs. 96.20 48.10 (19.08) 327.67 65.53 (11.01) 148.54 74.27 (5.98) -
ABN Amro Amount Rs.
HSBC Securities & Capital No. of Amount Average Issues Rs. amount Rs. -
-
Average amount Rs. -
-
-
-
-
-
-
-
02
62.51
-
-
-
125.02 (5.03) -
227.45
05
54.13
02
834.02
-
209.97
-
-
-
-
-
-
-
-
-
1417.00
02
2051.32
-
-
-
01
02
1985.07
-
-
-
786.33
03
200.00
-
01
1075.00
05
2139.96
-
1593.29
03
-
-
-
-
-
-
2139.96 (8.56) 1265.40 (2.42) -
878.50 (4.93) 316.55 (1.48) 407.49 (1.72) 300.00 (1.20) -
878.50
1928.05
4102.63 (23.02) 3970.15 (18.52) 4665.47 (19.70) 4,309.83 (17.24) 4795.74 (9.13) -
-
-
-
-
831.58
24
22,416.23 (14.81)
934
01
3,605.36 (2.38)
3,605.36
04
2027.56 (1.34)
506.89
1555.15 861.96
01
1598.58
-
316.55 407.49 -
Contd.......
86
Year
1997-98
Citigroup Global Markets No. of Amount Average issues Rs. amount Rs. -
Others Foreign Merchant Banks No. of Amount Average Issues Rs. amount Rs. 02 3.72 1.86
No. of Issues 03
1998-99
-
-
-
-
-
-
02
1999-00
-
-
-
01
10.81
10.81
09
2000-01
-
-
-
01
8.81
8.81
10
2001-02
-
-
-
-
-
-
01
2002-03
-
-
-
-
-
-
01
2003-04
-
-
-
-
-
-
06
316.56 (1.48) 549.53 (2.32) 996.14 (3.98) 3,620.57 (6.93) 5482.8 (3.62)
316.56
-
05
549.53
-
2,439.93 (11.38) -
-
09
996.14
01
1685.71
13
1,206.86
04
2695.65
13
1096.56
09
1,685.71 (6.74) 10,782.62* (20.6) 14,931.60 (9.86)
1659.07
72
2004-05 2005-06
01
2006-07
01
2007-08
03
2008-09 Total
05
Notes: -
Figures in parentheses show percentage of total amount mobilised through public issues of equity. * This amount includes Rs. 3762.28 crore managed by Deutsche Equities, Rs. 2961.85 crore by UBS. Securities Ltd, Rs. 2,515.62 crore by Goldman Sach( India) and Rs. 1,543.12 crore by Lehman Brothers. Source: - Compiled from offer documents of companies, SEBI website and Prime Database Directories of relevant years.
87
Total by Foreign Merchant Banks Amount Average Rs. amount Rs. 9.97 3.32 (0.9) 96.20 48.10 (19.08) 1,020.84 113.43 (34.31) 553.05 55.30 (22.27) 834.02 834.02 (77.08) 209.97 209.97 (20.20) 9,232.16 1538.69 (51.80) 10,899.28 2179.85 (50.85) 10,540.48 1171.16 (44.52) 13,731.64 1056.28 (54.94) 25,214.44 1939.57 (48.28) 207.66 72,549.71 1,007.63 (47.92)
Table 4.16 Indian Merchant Banks as Lead Managers in Right Issues
(Amount in Rs. crore) Merchant Banks Year
ICICI Securities No. Of Issues
Amount 1,037.55 (60.92) 148.03 (26.07) 52.48 (3.36)
Enam Securities
SBI Capital Markets No. of Average Amount Issues amount
Average amount
No. of Issues
Amount
Average amount
173.93
02
65.80 (3.86)
32.90
-
29.61
-
-
-
02
26.24
-
-
-
05
1997-98
06
1998-99
05
1999-00
02
2000-01
-
-
-
-
-
-
02
2001-02
-
-
-
-
-
-
01
2002-03
02
21.48
01
15.60 (3.61)
15.60
01
2003-04
02
50.97
-
-
-
02
2004-05
05
453.46
01
307.08
02
2005-06
02
63.19
02
131.50
01
2006-07
01
56.43
05
253.19
04
2007-08
02
183.82
02
2008-09
01
1,096.79
02
Total
28
196.14
15
42.95 (9.96) 101.95 (10.13) 2,267.30 (62.70) 126.38 (3.06) 56.43 366.17 (1,12) 1,096.79 (1.22) 5,296.03 (8.32)
307.08 (8.49) 263.00 (6.37) 1,265.93 (34.18) 397.98 (1.22) 1,163.92 (1.22) 3,479.31 (5.47)
04 581.96
01
231.95
25
72.30 (12.73) 542.56 (34.77) 290.95 (39.89) 51.03 (4.90) 33.71 (7.81) 36.83 (3.66) 177.12 (4.89) 44.57 (1.08) 484.75 (13.08) 2,587.83 (7.96) 1,459.14 (1.22) 5,780.79 (9.08)
36.15 108.51
Kotak Mahindra Capital Co. No. of Average Amount Issues amount 214.50 03 71.50 (12.60) 19.52 01 19.52 (3.43) 44.38 02 22.19 (2.84)
145.48
-
-
-
51.03
01
7.65
7.65
33.71
01
18.41
01
88.56
-
-
-
44.57
02
397.01 (9.62)
198.50
121.18
-
-
-
217.09 (50.31) 196.73 (19.56)
217.09 196.73
3,347.26 (10.29)
646.96 1,459.14 231.23
11
4,444.14 (6.98)
404.01
Contd..... . 110
Year
Keynote corporate Services No. of Average Amount Issues amount
Ambit Corporate Finance No. of Average Amount Issues amount
IL&FS Investsmart
Lodha Capital
No. of Issues
Amount
Average amount
No. of Issues
Amount
Average amount
1997-98
01
4.33
4.33
-
-
-
-
-
-
-
-
-
1998-99
02
6.52 (1.14)
3.26
-
-
-
-
-
-
-
-
-
1999-00
02
10.07
5.03
-
-
-
-
-
-
01
2000-01
01
6.00
6.00
-
-
-
01
40.47 (5.55)
40.47
01
2001-02
01
46.80
-
-
-
-
-
-
-
-
-
-
-
8.03
01
199.77
-
-
23.00
01
199.77 (19.86) 213.85 (5.91)
213.85
02
26.67
-
-
-
02
34.64
-
-
-
-
05
2002-03 2003-04
04
2004-05
03
2005-06
06
2006-07
04
2007-08
03
2008-09
04
Total
31
46.80 (4.49) 32.14 (3.19) 69.04 (1.90) 160.08 (3.87) 138.57 (3.74) 37.56 139.11 (3.74) 650.22 (1.02)
78.23 (5.01) 41.80 (5.73)
78.23 41.80
-
-
-
-
-
-
-
-
-
62.66
01
59.19 (1.63)
59.19
67.85
-
-
-
-
-
-
-
-
301.49 (1.63)
60.30
03
179.22 (0.97)
59.74
125.32 (3.46) 135.70 (3.28)
12.52 34.78
03
20.97
05
711.93 (3.74) 1125.55 (1.77)
237.31 225.11
Contd.....
111
Year
Other Merchant Banks Amount Average amount 141.46 1997-98 28 5.05 (8.30) 42.15 1998-99 10 4.21 (7.42) 103.97 1999-00 9 11.55 (6.67) 234.86 2000-01 18 13.04 (32.19) 27.47 39.51 2001-02 01 27.47 04 9.88 (2.63) (3.80) 36.00 78.08 2002-03 01 36.00 05 15.61 (8.34) (18.10) 177.72 2003-04 01 1.96 1.96 08 22.21 (17.68) 109.77 2004-05 02 12.95 6.48 05 21.95 (3.01) 48.70 478.89 2005-06 02 24.35 15 30.42 (1.18) (10.32) 434.77 2006-07 02 30.09 15.04 18 24.15 (11.74) 3,824.92 2007-08 12 318.74 (11.76) 295.67 2008-09 08 36.96 (0.46) 157.17 5,879.59 Total 09 17.46 140 42.41 (0.85) (9.24) Note: - Figures in parentheses show percentage of total amount mobilised through rights issues Source: - Compiled from Letters of offer of issuing companies, SEBI Website and Prime database. No. of Issues
Karvy Investors Service Amount Average amount
No. of Issues
112
No. of Issues 40 20 21 23 08 11 19 22 32 34 24 19 273
Total Amount 1,463.64 (85.95) 288.52 (50.84) 831.68 (53.30) 614.08 (84.19) 172.46 (16.57) 423.43 (98.19) 746.86 (74.26) 3,341.62 (92.41) 1,654.33 (40.10) 2,410.54 (65.09) 10,561.72 (32.48) 4,866.56 (38.56) 27,375.44 (434.03)
Average amount 36.59 14.43 39.60 26.70 21.556 38.49 39.31 151.89 51.7 70.9 440.07 256.13 100.27
Table 4.16 Indian Merchant Banks as Lead Managers in Right Issues
(Amount in Rs. crore) Merchant Banks Year
ICICI Securities No. Of Issues
Amount 1,037.55 (60.92) 148.03 (26.07) 52.48 (3.36)
Enam Securities
SBI Capital Markets No. of Average Amount Issues amount
Average amount
No. of Issues
Amount
Average amount
173.93
02
65.80 (3.86)
32.90
-
29.61
-
-
-
02
26.24
-
-
-
05
1997-98
06
1998-99
05
1999-00
02
2000-01
-
-
-
-
-
-
02
2001-02
-
-
-
-
-
-
01
2002-03
02
21.48
01
15.60 (3.61)
15.60
01
2003-04
02
50.97
-
-
-
02
2004-05
05
453.46
01
307.08
02
2005-06
02
63.19
02
131.50
01
2006-07
01
56.43
05
253.19
04
2007-08
02
183.82
02
2008-09
01
1,096.79
02
Total
28
196.14
15
42.95 (9.96) 101.95 (10.13) 2,267.30 (62.70) 126.38 (3.06) 56.43 366.17 (1,12) 1,096.79 (1.22) 5,296.03 (8.32)
307.08 (8.49) 263.00 (6.37) 1,265.93 (34.18) 397.98 (1.22) 1,163.92 (1.22) 3,479.31 (5.47)
04 581.96
01
231.95
25
72.30 (12.73) 542.56 (34.77) 290.95 (39.89) 51.03 (4.90) 33.71 (7.81) 36.83 (3.66) 177.12 (4.89) 44.57 (1.08) 484.75 (13.08) 2,587.83 (7.96) 1,459.14 (1.22) 5,780.79 (9.08)
36.15 108.51
Kotak Mahindra Capital Co. No. of Average Amount Issues amount 214.50 03 71.50 (12.60) 19.52 01 19.52 (3.43) 44.38 02 22.19 (2.84)
145.48
-
-
-
51.03
01
7.65
7.65
33.71
01
18.41
01
88.56
-
-
-
44.57
02
397.01 (9.62)
198.50
121.18
-
-
-
217.09 (50.31) 196.73 (19.56)
217.09 196.73
3,347.26 (10.29)
646.96 1,459.14 231.23
11
4,444.14 (6.98)
404.01
Contd..... . 110
Year
Keynote corporate Services No. of Average Amount Issues amount
Ambit Corporate Finance No. of Average Amount Issues amount
IL&FS Investsmart
Lodha Capital
No. of Issues
Amount
Average amount
No. of Issues
Amount
Average amount
1997-98
01
4.33
4.33
-
-
-
-
-
-
-
-
-
1998-99
02
6.52 (1.14)
3.26
-
-
-
-
-
-
-
-
-
1999-00
02
10.07
5.03
-
-
-
-
-
-
01
2000-01
01
6.00
6.00
-
-
-
01
40.47 (5.55)
40.47
01
2001-02
01
46.80
-
-
-
-
-
-
-
-
-
-
-
8.03
01
199.77
-
-
23.00
01
199.77 (19.86) 213.85 (5.91)
213.85
02
26.67
-
-
-
02
34.64
-
-
-
-
05
2002-03 2003-04
04
2004-05
03
2005-06
06
2006-07
04
2007-08
03
2008-09
04
Total
31
46.80 (4.49) 32.14 (3.19) 69.04 (1.90) 160.08 (3.87) 138.57 (3.74) 37.56 139.11 (3.74) 650.22 (1.02)
78.23 (5.01) 41.80 (5.73)
78.23 41.80
-
-
-
-
-
-
-
-
-
62.66
01
59.19 (1.63)
59.19
67.85
-
-
-
-
-
-
-
-
301.49 (1.63)
60.30
03
179.22 (0.97)
59.74
125.32 (3.46) 135.70 (3.28)
12.52 34.78
03
20.97
05
711.93 (3.74) 1125.55 (1.77)
237.31 225.11
Contd.....
111
Year
Other Merchant Banks Amount Average amount 141.46 1997-98 28 5.05 (8.30) 42.15 1998-99 10 4.21 (7.42) 103.97 1999-00 9 11.55 (6.67) 234.86 2000-01 18 13.04 (32.19) 27.47 39.51 2001-02 01 27.47 04 9.88 (2.63) (3.80) 36.00 78.08 2002-03 01 36.00 05 15.61 (8.34) (18.10) 177.72 2003-04 01 1.96 1.96 08 22.21 (17.68) 109.77 2004-05 02 12.95 6.48 05 21.95 (3.01) 48.70 478.89 2005-06 02 24.35 15 30.42 (1.18) (10.32) 434.77 2006-07 02 30.09 15.04 18 24.15 (11.74) 3,824.92 2007-08 12 318.74 (11.76) 295.67 2008-09 08 36.96 (0.46) 157.17 5,879.59 Total 09 17.46 140 42.41 (0.85) (9.24) Note: - Figures in parentheses show percentage of total amount mobilised through rights issues Source: - Compiled from Letters of offer of issuing companies, SEBI Website and Prime database. No. of Issues
Karvy Investors Service Amount Average amount
No. of Issues
112
No. of Issues 40 20 21 23 08 11 19 22 32 34 24 19 273
Total Amount 1,463.64 (85.95) 288.52 (50.84) 831.68 (53.30) 614.08 (84.19) 172.46 (16.57) 423.43 (98.19) 746.86 (74.26) 3,341.62 (92.41) 1,654.33 (40.10) 2,410.54 (65.09) 10,561.72 (32.48) 4,866.56 (38.56) 27,375.44 (434.03)
Average amount 36.59 14.43 39.60 26.70 21.556 38.49 39.31 151.89 51.7 70.9 440.07 256.13 100.27
Table 4.17 Foreign Merchant Banks as Lead Managers in Rights Issues (Amount in Rs. crore) Merchant Banks J M Morgan Stanley
Year
No. of Issues
Amount 84.18 (4.94) 13.25 (2.33) 187.86 (12.04)
DSP Merrill Lynch
Average amount
No. of Issues
28.06
-
13.25
2
187.86
2
Amount
Citi Bank N.A.
Ind Global Corporate Finance No. Average of Amount amount Issues
Average amount
No. of Issues
Amount
Average amount
16.57
1
59.52 (3.49)
59.52
-
9.84
-
-
-
2
78.36
-
-
-
1
Average amount
No. of Issues
-
3
116.47
1
119.76
2
90.93
-
-
-
-
-
-
3
Amount 49.71 (2.92) 9.84 (1.73) 156.72 (10.04)
Amount
Average amount
No. of Issues
-
2
45.97 (2.70)
22.98
9
11.51
-
-
-
6
68.32
1
76.12 (4.87)
76.12
7
8.13
-
-
-
4
38.17
-
-
-
5
3
1998-99
1
1999-00
1
2000-01
-
-
-
1
2001-02
2
704.45 (67.65)
352.22
-
-
-
1
88.01 (8.85)
88.01
-
-
-
2
2002-03
-
-
-
-
-
-
-
-
-
-
-
-
1
7.83
7.83
-
-
-
1
2003-04
-
-
-
1
154.23 (15.33)
154.23
-
-
-
1
77.45
1
27.28
27.28
-
-
-
3
2004-05
3
8.83
-
-
-
-
-
-
1
47.82
-
-
-
4
2005-06
2
620.07
2
615.68
-
-
-
-
-
-
-
-
-
4
2006-07
1
671.79
3
207.05
-
-
-
-
-
-
-
-
-
4
2007-08
4
1,375.87
1
3,347
6
2008-09
2
159.94
1
Total
19
50.47
4
3,347.44 (10.29) 3,055.54 (24.20) 6,525.05 (10.25)
742.22 594.83
12
232.93 (41.04) 239.53 (15.35) 90.93 (12.46)
1,231.36 (29.84) 621.17 (16.77) 6,549.73 (20.14) 1,009.54 (8.00) 10,129.42 (15.92)
6,549.73
844.12
1
7
304.28 (1.65)
43.47
4
77.45 (7.70) 47.82 (1.32)
6,392.12 (19.65) 2,045.99 (16.21) 8,622.90 (13.55)
Note: - Figures in parentheses denote percentage of total amount mobilised through right issues Source: - Compiled from Letters of offer of issuing companies, SEBI Websites and Prime database.
115
6,392.12
23.02 (4.05) 68.32 (4.38) 24.4 (3.34) 76.34 (7.33)
168.2 1
2,155.72
-
Total
Others No. of Issues
1997-98
226.56 (6.26) 1,240.13 (30.05) 671.79 (18.14) 5,499.49 (16.91) 1,484.44 (11.76) 10,112.15 (15.89)
-
HSBC Securities
11
159.94 (1.27) 555.15 (0.87)
4 3,347.26
57
Amount 239.38 (14.05) 279.04 (49.16) 728.56 (46.70) 115.33 (15.81) 868.8 (83.43) 7.83 (1.81) 258.94 (23.03) 274.38 (7.59) 2,471.49 (59.90) 1,292.96 (34.91) 21,956.80 (67.52) 7,755.44 (61.44) 36,248.95 (56.97)
Average amount 26.6 46.51 104.08 28.83 173.76 7.83 86.31 68.59 617.87 323.24 3,659.47 1,938.86 635.95
