Master Circular for Merchant Bankers Registered with SEBI
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Merchant banker regulation consolidates registration, capital adequacy, investor disclosures, reporting, outsourcing controls and conflict-management obligations.
Merchant bankers must use the SEBI Intermediary Portal for registration-related applications and periodic reporting, maintain prescribed capital adequacy and liquid net worth, and obtain required professional certifications. They must submit board-reviewed, compliance-certified half-yearly reports, disclose public-issue track records, Investor Charters and complaint data, and follow investor grievance procedures. Core merchant-banking activities and compliance functions cannot be outsourced; permitted outsourcing remains subject to board oversight, due diligence, written controls, confidentiality and continuing merchant banker accountability. Non-regulated activities require arm's-length separate business units, information barriers and stakeholder disclosures.