Merchant Bankers, Meaning, Functions and Role of Merchant Banker in Primary Market

Merchant bankers are financial institutions or professionals that specialize in providing financial services and advice to corporate clients, particularly in areas like issue management, underwriting, mergers and acquisitions, and fundraising. Unlike commercial banks, which focus on deposit-taking and lending, merchant bankers primarily assist companies in raising capital through equity and debt instruments. They play a key role in public issues by managing Initial Public Offerings (IPOs), private placements, and rights issues. Additionally, they provide strategic advisory services for corporate restructuring, project financing, and foreign investments. In India, merchant banking is regulated by the Securities and Exchange Board of India (SEBI). They act as intermediaries between the company and the investors, ensuring compliance with legal and regulatory requirements. Their expertise supports efficient capital market functioning and corporate financial planning.

Functions and Role of Merchant Banker in Primary Market:

• Project Counseling

Merchant bankers offer expert project counseling to companies planning to raise capital in the primary market. This involves analyzing the project’s viability, estimating capital requirements, and identifying suitable financing options. They prepare detailed project reports, suggest capital structures, and advise on debt-equity ratios. Their guidance helps clients understand risks, potential returns, and regulatory implications. By providing objective analysis and financial planning, merchant bankers help entrepreneurs and businesses make informed investment decisions. Their role in project counseling ensures that only financially sound and feasible projects are brought to the market, thereby protecting investor interest and maintaining market integrity.

• Capital Structuring

Merchant bankers assist in designing the most appropriate capital structure for a company planning to raise funds through public or private placements. They recommend the mix of equity, debt, preference shares, and other financial instruments that best suits the company’s financial needs and strategic goals. A well-balanced capital structure helps in optimizing the cost of capital and improves the firm’s financial health. Merchant bankers also advise on the timing, size, and pricing of the issue. Their structuring strategies help companies achieve financial stability and enhance investor confidence, making the securities more attractive in the primary market.

• Preparation of Prospectus

One of the most critical roles of merchant bankers in the primary market is drafting and vetting the offer document or prospectus. This document provides detailed information about the issuing company, its financials, risk factors, objectives of the issue, and other statutory disclosures. Merchant bankers ensure that the prospectus complies with SEBI (Securities and Exchange Board of India) guidelines and other legal requirements. They also coordinate with legal advisors, auditors, and regulatory bodies during the documentation process. A transparent and comprehensive prospectus is essential for investor decision-making, and merchant bankers ensure its accuracy, clarity, and legal compliance.

• Underwriting the Issue

Merchant bankers often act as underwriters to public issues, ensuring the subscription of the offered securities. Underwriting is a guarantee to the issuer that a certain portion of the issue will be purchased, even if not subscribed by the public. This function provides assurance to both the issuing company and potential investors. In case of under-subscription, the underwriters buy the unsubscribed shares, thereby reducing the risk to the issuer. Merchant bankers may undertake this responsibility alone or in collaboration with other financial institutions. Their role as underwriters ensures the success and credibility of public offerings in the primary market.

• Marketing of the Issue

Effective marketing is key to the success of any public issue, and merchant bankers play a pivotal role in this area. They design marketing strategies, coordinate roadshows, interact with potential investors, and utilize media channels to build awareness. They help create investor interest through advertisements, investor meetings, and presentations. Merchant bankers also liaise with brokers, dealers, and institutional investors to promote the issue. A well-executed marketing campaign enhances public confidence and ensures wide participation. Their promotional efforts contribute to successful issue subscription, which is essential for efficient capital mobilization in the primary market.

• Pricing of Issues

Pricing is a critical factor in the success of an initial public offering (IPO) or follow-on public offering (FPO). Merchant bankers determine the optimal price band for securities based on company fundamentals, market conditions, investor sentiment, and comparative valuations. In book-building issues, they help assess bids and finalize the issue price. Proper pricing ensures fair value for the company and attractive returns for investors. Overpricing can lead to undersubscription, while underpricing may result in loss of capital for the company. Merchant bankers strike the right balance to ensure successful subscription and investor satisfaction in the primary market.

• Coordination with Regulatory Authorities

Merchant bankers act as key intermediaries between the issuing company and regulatory authorities like SEBI, stock exchanges, and the Registrar of Companies (RoC). They submit required documents, respond to queries, and ensure compliance with legal guidelines. Their knowledge of regulatory frameworks helps smoothen the approval process. They are responsible for obtaining approvals and resolving objections quickly to avoid delays in the issue process. Effective coordination ensures transparency, legal compliance, and timely execution of the public issue. This regulatory alignment builds investor trust and contributes to a well-functioning and compliant primary market ecosystem.

• Post-Issue Management

The responsibilities of a merchant banker do not end with the successful allotment of securities. They also handle post-issue activities such as overseeing share allotment, refunds, dispatch of share certificates or demat credits, and ensuring proper listing on stock exchanges. They submit a post-issue monitoring report to SEBI and address investor grievances related to the issue. Proper post-issue management ensures a smooth transition for investors and strengthens the reputation of both the issuer and the merchant banker. This role is critical for maintaining investor confidence, transparency, and regulatory compliance in the primary market environment.

Companies of Merchant Banker in Primary Market:

• ICICI Securities Limited

ICICI Securities is one of India’s foremost merchant banking firms, known for its comprehensive financial services including IPO management, underwriting, and advisory. As a subsidiary of ICICI Bank, it leverages strong banking and investment expertise to assist companies in raising capital efficiently. ICICI Securities acts as a lead manager, helping firms draft prospectuses, market public issues, and coordinate regulatory approvals. It also provides advisory on mergers, acquisitions, and project financing. Its extensive network and experience have made it a trusted name for many companies looking to enter or expand in the primary market.

• Kotak Mahindra Capital Company Ltd

Kotak Mahindra Capital is a leading merchant banking entity providing end-to-end financial services for primary market operations. It specializes in managing IPOs, FPOs, rights issues, and private placements, offering expert advice on capital structuring and pricing. The company assists clients in complying with SEBI regulations and plays a pivotal role in underwriting and marketing public issues. Backed by Kotak Mahindra Bank’s financial strength, it supports a broad spectrum of industries. Its professional approach and innovative solutions have made it a preferred choice among Indian corporates for raising capital in the primary market.

• Axis Capital Limited

Axis Capital Limited, part of the Axis Bank Group, is a prominent merchant banking firm focusing on primary market activities like IPO management, underwriting, and issue marketing. It offers advisory services on mergers, acquisitions, and corporate restructuring, catering to diverse sectors. Axis Capital has successfully managed multiple large-scale public issues, leveraging its market knowledge and distribution network. It guides companies through regulatory approvals and investor outreach, ensuring successful capital raising. Its strong presence and expertise in the Indian capital markets have earned it a significant reputation in merchant banking and primary market facilitation.

• JM Financial Limited

JM Financial Limited is a reputed merchant banker known for its robust involvement in primary market transactions such as IPOs, rights issues, and private placements. The company offers a wide range of services, including underwriting, issue management, and advisory on mergers and acquisitions. With a strong research and distribution network, JM Financial helps issuers reach a broad investor base. It is known for its client-centric approach and thorough understanding of regulatory norms, ensuring smooth public issue processes. JM Financial has played a crucial role in several high-profile capital market transactions in India.

• SBI Capital Markets Limited

SBI Capital Markets Limited is the merchant banking arm of the State Bank of India, offering extensive expertise in managing primary market activities. It handles IPOs, FPOs, rights issues, and private placements, providing end-to-end solutions including underwriting and regulatory compliance. Leveraging SBI’s vast banking network and financial strength, it facilitates capital raising for both public sector and private companies. SBI Capital Markets has a significant track record of managing large and complex issues and is valued for its experience, credibility, and strong institutional relationships in India’s primary market.