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					Merchant Banking
• Merchant bank is an institution which provides services to corporate such as flotation of new venture and companies, preparation, planning and execution of new project, consultancy and advice in technical, financial and managerial field, restructuring of business, mergers and acquisitions etc.

Issue Management
• A major function of merchant bankers • It involves following functions in respect of issue through prospectus.
– Obtaining approval for the issue from SEBI – Arranging underwriting – Drafting prospectus and obtaining clearance from stock exchange, auditors, ROC etc – Drafting other documents like application form, newspaper advt.etc

Functions of MB for issue through prospectus contd….
– Selection of brokers, bankers to the issue and finalising terms and conditions – Coordination with brokers, bankers, underwriters and stock exchange – Receipt and processing of applications and preparation for the allotment – Arranging for listing of securities

Other functions of MB
• Pre investment studies
– Feasibility study in a specific area – Study for joint ventures by foreign companies in India – Advice on Govt. regulatory factors

• Project Finance
– Estimating and deciding pattern of financing – Arranging for the finance – Legal assistance

Other functions contd….
• Portfolio Management
– – – – – Providing advice on selection of investment Undertaking investment in securities Safe custody of securities Collection of return on investment Carrying out critical evaluation of investment portfolio

• Working capital finance
– Assessment of working capital – Arrangement for working capital

Other functions contd….
• Merger and acquisition
– Examining pros and cons of M & A – Obtaining approval from stake holders – Monitoring implementation of M & A – Assisting in compliance of legal requirement

• Foreign currency financing
– Arranging for foreign currency loans – Providing guidance for exchange risk mitigation

Other functions contd….
• Loan syndication
– Helps in procurement of term loan and working capital from banks / FIs – Preparation of project report – Identifying source of finance – Submission of proposal for appraisal – Obtaining sanction – Documentation and creation of security – Getting disbursement of loan to the client

Code of Conduct for MBs prescribed by SEBI
• • • • • • Integrity and fairness in dealing Quality service Best advice Secrecy Providing correct information to the client No unfair, unethical practice for manipulation in the market • Compliance of rules and regulations

Need for MBs
• • • • • Growing industrialisation Helps small and medium enterprises Growing complexity in rules and procedure Exploring possibility of joint ventures Promoting new issue market for saving mobilisation

Credit Rating
• Rating is an opinion on the future ability of the issuer to make timely payment of principal and interest on a specific security • It is process of assigning value to credit instrument by estimating the solvency to repay debt and expressing them through pre determined symbols

Features of CR
• • • • • It is done by specialized institutions It can be for both equity and debt Whole organization is not graded It does reflect issuer's strength CR may be different for different instrument issued by the same company • It is done on the request of the company issuing the instrument

Features contd….
• It is done on the basis of the information provided by the organization • CR agency also find out some information independently • Factors like operating efficiency, market position, industry risk, track record, profitability, liquidity, assets quality etc are taken into account for rating

Features contd….
• After rating is assigned it can be monitored by CR agency over entire life of the instrument and rating can be changed or suspended • It is not a recommendation to buy or hold the security • No guarantee for the accuracy of the information on which rating is based

Objectives of CR
• To provide superior and low cost information to investor for investment decision • It imposes discipline on the borrower • It helps regulatory authority, merchant bankers, brokers etc • It is a marketing tool for the issuer • It encourage better information disclosure and accounting standard

Rating Methodology I. Business Analysis
• Industry risk analysis
– Demand supply position, future potentiality, Govt.policy

• Market share of the firm
– Marketing strength and weaknesses

• Operating efficiency
– Production process, cost structure

• Legal position
– Statutory process, filing of returns

Rating Methodology II. Financial Analysis
• Accounting quality
– Income recognition methods, inventory valuation, off balance sheet liabilities

• Earning protection
– Profitability ratio, projected earning

• Financial Flexibility
– Alternative financial plan

• Adequacy of cash flow

Rating Methodology III. Fundamental Analysis
• Liquidity management
– Study of capital structure, matching of assets and liabilities

• Assets quality
– Credit management, composition of assets and risk analysis

• Interest sensitivity
– Exposure to interest rate change, hedging policy

Rating Methodology IV. Management evaluation
• Management goals, philosophy, strategies, capacity to overcome adverse situation

Country / Sovereign Ratings
• Entire country is rated • Provides information to global investors to make decision about investment • It is done by globally recognized authorities on assessing credit risk • Largest rating agencies are
– Moody – Standard and Poor – Fitch

What is sovereign credit rating?
• The rating scale ranges from AAA to D • AAA are the richest economies mainly located in North America / Europe • Country like Japan, Singapore, Australia, New Zealand also included here • D signifies default

Other ratings
• Between AAA and D following ratings are found ( Moody and S&P )
– Aaa / AAA – Aa / AA –A/A – Baa / BBB – Ba / BB –B/B Caa / CCC Ca / CC C/C D

Other ratings contd….
• Each letter grade is further subdivided into three divisions
– For e.g. A1, Baa 2, Ba 3

• Ratings of Baa 3 and above are considered to be of an investment grade

How rating are estimated?
• Combine quantitative & qualitative factors
– Political Risk – Income and economic structure – Economic growth prospects – Fiscal Policy – Debt Burden – Monetary Policy – External Liquidity – Pub. / Pvt. Sector external debt burden

Political Risk
• History of peaceful democratic development • Transparency of political institutions • Developed civil institutions

Income and Eco. Structure Eco. Growth prospects
• Per capita GDP • Average of other countries in the same category • GDP projection rate

Fiscal Policy Debt Burden
• Extent of fiscal deficit • Average of other countries in the same category • Debt / GDP ratio • Average of other countries in the same category

Monetary Policy
• Monetary management by Central Bank • Inflation control • Net foreign assets of banking sector

External Liquidity
• Current account deficit • Balance of Payment Position

Pub. & Pvt. Sector External debt burden
• Ratio of external debt of public sector to GDP • Ratio of external debt of private sector to GDP

Significance of country ratings
• • • • Encourage FDI and portfolio flows Support foreign trade Lowers borrowing cost of the Govt. Vote of confidence in stability and growth prospects of the country


				
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posted:9/29/2009
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