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Product Details:

Merchant Bankers License in India

• MB Business plan
• Application filling before SEBI
• End to end follow-ups

What is the definition of Merchant Bankers 

It is a financial institution which primarily engages itself in underwriting & business loans, catering to the needs of large-scale enterprises & high net worth individuals. It can also be called as Investment Banking.

They are experts in international trade which makes them specialists in dealing with various multinational entities & forming strategic alliances. It generally provides finances to large organizations that do oversee the business. Merchant's Banks even help corporation issue securities through private placements.

It also provides corporate advisory services to the firms they invest in.

What is Function of Merchant bankers

To explain the role of a Merchant Bank, suppose a multinational corporation XYZ is considering the purchase of a smaller company in another country. Company XYZ will likely solicit the services of a merchant bank for advice on how to best approach the acquisition process. In addition, the merchant bank may also assist in the financing of the acquisition, providing underwriting or loan services.

EXAMPLE of Merchant Bankers in India?

Canara Bank, Karur Vysya Bank, ICICI Securities Ltd, IFCI Financial Services Ltd etc.

LEGISLATIONS

SEBI (Merchant Bankers) Regulations, 1992

SEBI (Payment of Fees) (Amendment) Regulations, 2014

FEES

For registration as a Merchant Banker, an applicant is required to pay a non-refundable application fee of Rs. 50000/- by way of demand draft drawn in favor of 'SEBI', payable at Mumbai.

Initial Registration – 20 Lacs (5 years validity)

Permanent Registration – 9 Lacs

CAPITAL ADEQUACY NORMS

A merchant banker is required to have a minimum net worth of not less than 5 Crore. Only a Body Corporate other than an NBFC is eligible to act as a Merchant Banker.

Categories of a Merchant Banker

1. Category I: To carry on the activity of issue management & to act as adviser, consultant, manager, underwriter, portfolio manager (Net worth – 5 Crores)
2. Category II: To act as adviser, consultant, manager, underwriter, portfolio manager (Net Worth – 50 Lakhs)
3. Category III: To act as underwriter, advisor or consultant to an issue (Net Worth – 20 Lakhs)
4. Category IV: To act only as advisor or consultant to an issue. (Net Worth – NIL)

CHANGE IN CONTROL

As per section 9A, Merchant Bankers shall obtain prior approval of SEBI before effecting any change in control of management. It shall also affect the obligation to obtain fresh registration under section 12 within a period of 6 months from affecting the change.

RBI MANDATE

As per RBI's Master Circular on Para-Banking activities, banks are allowed to undertake merchant banking activities through a separate subsidiary which would be required to comply with SEBI regulations issued in this behalf. Banking Institutions performing merchant banking activities are also required to follow the requirements laid down in the prudential exposure norms prescribed by RBI, as well as the statutory limits contained in Section 19(2) & (3) of the Banking Regulation Act, 1949.

ELIGIBILITY

• Applicant should be a Body Corporate other than an NBFC.
• Applicant should not get engaged in any other activity other than those connected to the securities market.
• Applicant should have a minimum of two employees having prior experience in Merchant Banking.
• Applicant has not been found guilty of misconduct or an economic offense.
• Applicant should have a minimum capital of 5 Crores
• Applicant must not be related to (directly or indirectly) to any other entity which is already registered as a Merchant Banker.

Additional Information:

• Pay Mode Terms: T/T (Bank Transfer),Other

Product Details:

Until the year 1999, the insurance sector in India was controlled by the Controller of Insurance under the Insurance Act, 1938. However, the formation of IRDA made felt the need of renaissance in the sector of insurance as most of the earlier provisions were outdated and irrelevant in the present context.

Scope of IRDA:

• The new IRDA regulations covered the following points of importance in the field of insurance:
• The procedure of obtaining license of insurance from IRDA;
• The procedure of obtaining approval of insurance products from IRDA; and
• The procedure for appointment of insurance intermediary.

Procedure of granting license to companies to start insurance business:

• It is mandatory for every entity to obtain a Certificate from Authority before carrying on any insurance business. The license for various classes of insurance can be obtained from IRDA, such as Life Insurance, Fire Insurance, Marine Insurance etc. But it is to be kept in mind that the life insurance business shall not be combined with any other type of insurance business.
• The license from IRDA is mandatory. Even the old players in the field of insurance, such as National Insurance, General Insurance, Oriental Insurance etc., had to obtain a fresh certificate within 3months from the date of commencement of this Act. The insurers exempted from obtaining license under the previous Act, were covered under this Act.

Application for Registration Certificate before IRDA:

First Stage:

• An application for the Certificate of Registration shall be made to the IRDA in prescribed Form IRDA/R1. The application shall be supported by the following documents:
• The certified copy of the Memorandum of Association and Articles of Association;
• The full profile including the name, address and occupation of all the directors and shareholders of the company;
• The statement regarding the class of insurance business proposed to be carried on.
• The statement regarding the sources of capital funds.

The initial application will be screened by IRDA and additional information may be asked for. Even a Principal Officer may be appointed by the Authority for seeking any information or clarification on their behalf.

Second Stage for IRDA License:

Once being satisfied about the information and documents provided along with the Form IRDA/R1, the Authority may ask for an additional application in the prescriber Form IRDA/R2 which shall be accompanied with the following documents:

• Every entity shall deposit either in cash or in securities , partly in cash and party in securities, the following:

• 1% of the total gross premium written in India in the previous year, in case of the life insurance business, not exceeding INR 10 crore;
• 3% of the total gross premium written in India in the previous year, in case of the general insurance business, not exceeding INR 10 crore;
• A sum of INR 20 crores in case of reinsurance business;
• A sum of INR 1 lac/- only in case of marine business;
• The certificate showing the amount deposited with the Reserve Bank of India.

• The statement showing declaration from the Principal Officer about fulfillment of Minimum Capital Requirement. The capital requirement shall be 200 crores for reinsurance business and 10 crores for the life insurance and General Insurance.
• A copy of the certified public prospectus and the policy reforms of the insurer.
• Statement depicting assured rate, advantages, terms & conditions associated with Insurance policies.
• Actuary certificate regarding rate of interest.
• A deposit of INR 50,000/- for each class of business.

 

Additional Information:

• Pay Mode Terms: T/T (Bank Transfer),Other

Product Details:

The web aggregator is the Insurance Intermediary maintaining a website which provides interface to the Insurance prospects for price comparison and information of products of different insurers and other related matters.

The activities of the IRDA (Web Aggregators) are governed by Insurance Regulatory and Development Authority of India (Insurance Web Aggregators) Regulations, 2017.

Eligibility criteria for certificate of registration of the Insurance Web Aggregator:

• The applicant shall be a person, which includes
• A company formed under the Companies Act, 2013 (18 of 2013); or
• A limited liability partnership formed under the Limited Liability Partnership Act, 2008;
• Any other person recognized by the Authority to act as an Insurance Web Aggregator;
• The Memorandum of Association, in the case of Company, shall have the main object of carrying out the business of web-aggregation of Insurance products;
• The applicant shall not be engaged in any activity other than the main object i.e, web aggregation of Insurance products.
• The principal officer shall have the prescribed qualification and shall have passed the examination of Insurance web Aggregator as prescribed by the Authority;
• Such other conditions as may be prescribed by the Authority

Application for the grant of registration as Web Aggregator:

• The application seeking registration, complete in all respects, shall be made in Form A of Schedule-I of IRDA (Web Aggregator) Regulations, 2017;
• The application shall be made along with the Non-refundable fees of INR 10,000/- paid either by the way of Demand Draft or by the electronic transfer of funds in the favor of Insurance Regulatory and Development Authority of India.

Capital Requirements:

• Any applicant seeking registration under IRDA (Web Aggregator) Regulations, 2017 shall have the minimum net worth/paid up capital of INR twenty-five lakhs.
• In case the proposed Insurance Web Aggregator is a company registered under Companies Act, 2013, the capital shall be issued and subscribed in the form of Equity Shares.
• In case of LLP, the contribution of partners shall only in the form of cash;
• The shares shall not be pledged in any form or manner to secure credit or any other facility and shall be unencumbered at all the times.

Net Worth Requirements:

• After the issue of certificate of registration, the net worth of an Insurance Web Aggregator shall at no time fall below 100 % of the minimum capital requirements;
• The status of its net worth shall be reviewed by every Insurance Web Aggregator every half year as at 30th September, and 31st March every year.
• A net worth certificate duly certified by a Chartered Accountant shall be submitted to the Authority every year after finalization of books of accounts.

Process for the grant of Registration:

• On being satisfied with fulfillment of the requirements mentioned in these regulations and the covering of the interest of the policyholders, the certificate of registration shall be granted by the Authority as per Form E (Certificate of Registration) of Schedule I of these Regulations
• In case the certificate of registration is canceled/ surrendered or renewal rejected by the Authority for any of the reasons, the applicant shall make the fresh application only after lapse of one year from the effective date of such cancellation/ surrender or rejection of renewal of registration.

Validity of the Certificate of Registration:

• The certificate shall be valid for a period of three years from the date of issue unless the same is canceled or been suspended.

Additional Information:

• Pay Mode Terms: T/T (Bank Transfer),Other

Product Details:

• Annual compliance tracker
• Development of Fair code practice in business
• Review of Annual balance sheet
• Annual return filling
• Liaising with RBI
• Annual compliance report to Board of directors

Legal Analysis of NBFC Annual Compliance?

In recent times, RBI compliances are getting tougher for NBFCs as compared to before. There were times when Non-Banking Financial Companies had privileges over banks. In comparison to banks, compliance laid down by RBI for NBFCs were far more lenient but after the Sahara case, RBI has made new compliances for NBFCs and now it is under RBI’s continuous screening. Some of the important guidelines are Securitization of Standard Assets and Guidelines for Private Placement of NBFCs. RBI is keeping making efforts for preventing speculation in NBFCs.

RBI releases notifications for the additional compliance requirement for NBFCs.

Submission of Annual Statements and Returns

NBFC-ND-SI (Non-Deposit category) are required to submit an annual statement of capital funds, risk assets ratio etc. It can be submitted electronically as well as physically.

Further Capital Adequacy, Liquidity, and other disclosure norms have been incorporated in Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007.

• Capital Adequacy of 15% to be maintained.
• Disclosures in the Balances Sheet

CRAR

• Exposure to Realty Sector both direct and indirect
• Maturity Patterns for assets and liabilities

ALM Returns are required to be submitted by NBFC- ND-SI

• ALM1- Statement of short-term dynamic liquidity- Monthly
• ALM2- Statement of short-term structural liquidity- Half Yearly
• ALM3- Statement of Interest Rate Sensitivity – Half Yearly

Additional Information:

• Pay Mode Terms: T/T (Bank Transfer),Other

Product Details:

• Due diligence of Target company.
• Object & Name change.
• Assets valuation.
• End to end liaising with RBI.
• NOD from RBI.
• Complete arrangement for Change in Management.

NBFC Takeover

RBI has simplified the NBFC takeover can process and a takeover deal can be executed in 45 to 60 working days. Takeover of NBFC is easier than Fresh registration of NBFC.

Acquirer of NBFC should first conduct due diligence and overview the financials of the target company. Once The target NBFC is go to go and to execute acquisition of the said NBFC, MOU to be signed with some advance money.

What is Takeovers in the financial terms, means the purchase of one business entity by another. This can be either friendly takeover, wherein the seller entity consents to sell its assets to the acquirer entity. Or on the other hand, this can take form of hostile takeovers, where the acquirer entity deliberately and secretly acquires the control of the other entity. In both the conditions, the balance sheet of the seller entity stands null after all its assets and liabilities are transferred to the acquirer.

The concept of mergers and takeovers is not new to the economic world. Many business houses have experienced either a remarkable success or disheartening breakdown after such arrangements. NBFCs, being considered as near substitute to the conventional banks, have also not been left untouched by the takeover and acquisition drives. The Reserve Bank of India laid down the procedure for the Takeover of NBFCs so as to prescribe a systematic system eliminating every bias and ambiguity.

In case of the friendly takeovers of the NBFCs, the first step in the process is to sign the MOU with the proposed company after the decision for NBFC takeover is been approved by the Board of both the companies. Once the Board has consented for the aforesaid takeover, the next step in the process is to seek RBI’s approval for the subject.

What is NBFC Takeover Procedure / NBFC for Sale Procedure

When we are talking about the RBI’s approval for NBFCs arrangements and takeovers, the minor changes in the management of NBFCs or minor acquisition of control of NBFCs is kept outside the meaning of the takeovers.

Prior approval from the Reserve Bank of India is taken in the following conditions of NBFCs arrangements, failing which the whole process shall be considered null and void:

• Any takeover or acquisition of control of NBFC, may or may not resulting in change of management.
• Any deviation in the shareholding, resulting in 26 per cent acquisition/ transfer of the paid up equity capital of NBFCs, Including any progressive increases over time.
• Any amendment in the management by the way of change in more than 30 per cent of the directors, excluding independent directors, of the NBFC.

Prior approval of RBI will not be required in following circumstances:

• The change of 26% in the share capital of the company, resulting from buyback of shares/ or reduction in capital by the approval of a competent Court
• Change of 30% in the management due to the change in the Independent Directors or by rotation of the directors in the Board.

Additional Information:

• Pay Mode Terms: T/T (Bank Transfer),Other