TaxTMI 
TaxTMI 
Master Circular for Underwriters registered with SEBI
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....en made to incorporate applicable provisions of existing circulars issued by other Departments of SEBI relevant to Underwriters. Yours faithfully, Surabhi Gupta Deputy General Manager Phone No.: 022 -26449315 Email ID: [email protected] Table of Contents Particulars Page No. Regulatory Compliance and Periodic Reporting 3 Grievance Redressal Mechanism 8 General obligations 17 Schedule - I - List of Circulars 26 CHAPTER - I - REGULATORY COMPLIANCE AND PERIODIC REPORTING 1. Conditions for granting registration where a connected persons has been granted registration1 1.1. The Board may consider grant of certificate to an applicant, notwithstanding that another entity in the same group has been previously granted registration by the Board, if the following conditions are fulfilled: 1.1.1. The entities are incorporated as separate legal entities. 1.1.2. The entities have independent Board of Directors. Independent Board of Directors for this purpose means that common directors should not be in majority in both the Boards. 1.1.3. There is absolute arm's length relationship with reference to their operations. 1.1.4. The key personnel and infrastructure are ....
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....td." 3. The file shall contain the following details: Name Address Category Registration No Designated email id Name of compliance officer The file shall be emailed to [email protected]. 3. Periodic Reporting on change in status or constitution SEBI Circular No. CIR/MIRSD/6/2011 dated June 17, 2011 3.1. All underwriters shall report the following change(s) to SEBI on a half-yearly basis within 15 days of expiry of the half-year, commencing from the half-year ended September 30, 2011 : i. Amalgamation, demerger, consolidation or any other kind of corporate restructuring falling within the scope of section 230 of the Companies Act, 2013 or the corresponding provision of any other law for the time being in force ii. Change in Director, including managing director/ whole-time director iii. In case of a partnership firm any change in partners not amounting to dissolution of the firm iv. Change in shareholding not resulting in change in control If there is no change during the relevant half-year, it shall be indicated in the report. 3.2. The above report shall be submitted in electronic form only to e-mail id [email protected], with the subject line "Report on ch....
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....ew management. 4.1.2. Further, in case the incumbent is a registered stock broker and / or depository participant, in addition to the above, it shall obtain approval / NOC from all the Stock Exchanges / Depositories, where the incumbent is a member / Depository Participant and forward a self-attested copy of the same to SEBI. 4.1.3. The application shall be addressed to "Chief General Manager, MIRSD, SEBI". 4.1.4. The prior approval granted by SEBI shall be valid for a period of 180 days from the date of communication. 5. Online Registration Mechanism for Securities Market Intermediaries SEBI Circular No. SEBI/HO/MIRSD/MIRSD1/CIR/P/2017/38 dated May 02, 2017 5.1. SEBI has decided to operationalize SEBI Intermediary Portal (https://siportal.sebi.gov.in) for the intermediaries to submit all the registration applications online. The SEBI Intermediary Portal shall include online application for registration, processing of application, grant of final registration, application for surrender / cancellation, submission of periodical reports, requests for change of name/address/ other details, etc., Link for SEBI Intermediary Portal is also available on SEBI website - www....
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....s of intermediaries shall prominently display basic information, as provided in Annexure II, about the grievance redressal mechanism available to investors. ANNEXURE II FOR OTHER INTERMEDIARIES Dear Investor, In case of any grievance / complaint against the Intermediary: Please contact compliance officer of the Intermediary ( Name and Address) / email-id ([email protected]) and Phone No. - 91-XXXXXXXXXX. Yoy may also approach CEO / Partner / Proptirtor (Name) / email-id ([email protected]) and Phone No. - 91-XXXXXXXXXX. If not satisfied with the response of the intermediary you can lodge your grievances with SEBI at http://scores.gov.in or you may also write to any of the offices of SEBI. For any queries, feedback or assistance, please contact SEBI Office on Toll Free Helpline at 1800 22 7575 / 1800 266 7575. 6.4. All newly listed companies and SEBI registered intermediaries (excluding Stock Brokers, Sub-Brokers and Depository Participants) are hereby advised to send their details as per Form-A and Form-B annexed to this Circular (as Annexure III and Annexure IV respectively), to SEBI in hard copy and by email to [email protected] and obtain SCORES user id and password immediate....
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....: Designation: Email id : (corporate and permanent email id) Mobile no. Telephone No. : Fax No. : Place: Signature: Date: Name: Designation: Seal: Note: A scanned copy to be sent by email to [email protected] followed by hard copy to the concerned Department/Division of Securities and Exchange Board of India, Plot No. C4-A, 'G' Block, Bandra Kurla Complex, Mumbai - 400 051 Important: Please note that SCORES has the provision for updating intermediary's details by the intermediary itself. Any field (except the e-mail id which is permanent) such as registered office address, name/details of the compliance officer, telephone numbers, etc should be changed by the intermediary immediately when warranted. 6.5. The registered intermediaries shall submit the details in hard copy (Form-B) to the Department/Division of SEBI which has granted them registration to operate in the securities market. SCORES user id and password of an intermediary shall be created only after receiving approval from the concerned Department/Division of SEBI. 6.6. In case of complaints against listed companies, the same can be processed by companies in-house or through its Registrar to Is....
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.... when SEBI disposes/closes the complaint in SCORES. Hence, mere filing of ATR by a listed company or SEBI registered intermediary with respect to a complaint will not mean that the complaint is not pending against them. 6.13. Failure by listed companies and SEBI registered intermediaries to file ATR under SCORES within thirty days of date of receipt of the grievance shall not only be treated as failure to furnish information to SEBI but shall also be deemed to constitute non-redressal of investor grievance. 6.14. The Board of Directors of the listed company or the Board of Directors/ Proprietor/Partner of the registered intermediary shall be responsible for ensuring compliance with the provisions of this Circular. 6.15. In order to resolve the investor grievances faster, the investors may approach the concerned listed company or registered intermediary first with all the requisite details to redress the complaints. In case, the listed company or registered intermediary fails to redress the complaint to the investor's satisfaction, the investor may file a complaint in SCORES. 6.16. At present following types of complaints are not dealt through SCORES: 6.16.1. Complaints ag....
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....n SCORES ("Login for registered user" section). Details on how to lodge a complaint on SCORES is at Annexure VI. 6.18.3. The complainant may use SCORES to submit the grievance directly to companies / intermediaries and the complaint shall be forwarded to the entity for resolution. The entity is required to redress the grievance within 30 days, failing which the complaint shall be registered in SCORES 6.18.4. Presently, the limitation period for filing an arbitration reference with stock exchanges is three year. In line with the same and in order to enhance ease, speed & accuracy in redressal of investor grievance, the investor may lodge a complaint on SCORES within three years from the date of cause of complaint, where; 6.18.4.1. Investor has approached the listed company or registered intermediary for redressal of the complaint and, 6.18.4.2. The concerned listed company or registered intermediary rejected the complaint or, 6.18.4.3. The complainant does not receive any communication from the listed company or intermediary concerned or, 6.18.4.4. The complainant is not satisfied with the reply given to him or redressal action taken by the listed company or an intermedi....
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....ng by intermediaries have been framed (Annexure VII). These principles shall be followed by all intermediaries registered with SEBI. ANNEXURE VII PRINCIPLES FOR OUTSOURCING FOR INTERMEDIARIES 1. An intermediary seeking to outsource activities shall have in place a comprehensive policy to guide the assessment of whether and how those activities can be appropriately outsourced. The Board / partners (as the case may be) {hereinafter referred to as the "the Board"} of the intermediary shall have the responsibility for the outsourcing policy and related overall responsibility for activities undertaken under that policy. 1.1 The policy shall cover activities or the nature of activities that can be outsourced, the authorities who can approve outsourcing of such activities, and the selection of third party to whom it can be outsourced. For example, an activity shall not be outsourced if it would impair the supervisory authority's right to assess, or its ability to supervise the business of the intermediary. The policy shall be based on an evaluation of risk concentrations, limits on the acceptable overall level of outsourced activities, risks arising from outsourcing multiple activitie....
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.... governance review by the management of the intermediary. 2.4 Regular reviews by internal or external auditors of the outsourcing policies, risk management system and requirements of the regulator shall be mandated by the Board wherever felt necessary. The intermediary shall review the financial and operational capabilities of the third party in order to assess its ability to continue to meet its outsourcing obligations. 3 The intermediary shall ensure that outsourcing arrangements neither diminish its ability to fulfill its obligations to customers and regulators, nor impede effective supervision by the regulators. 3.1 The intermediary shall be fully liable and accountable for the activities that are being outsourced to the same extent as if the service were provided in-house. 3.2 Outsourcing arrangements shall not affect the rights of an investor or client against the intermediary in any manner. The intermediary shall be liable to the investors for the loss incurred by them due to the failure of the third party and also be responsible for redressal of the grievances received from investors arising out of activities rendered by the third party. 3.3 The facilities / premises /....
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....and responsibilities of the intermediary and the third party, including indemnity by the parties; c. provides for the liability of the third party to the intermediary for unsatisfactory performance/other breach of the contract d. provides for the continuous monitoring and assessment by the intermediary of the third party so that any necessary corrective measures can be taken up immediately, i.e., the contract shall enable the intermediary to retain an appropriate level of control over the outsourcing and the right to intervene with appropriate measures to meet legal and regulatory obligations; e. includes, where necessary, conditions of sub-contracting by the third-party, i.e. the contract shall enable intermediary to maintain a similar control over the risks when a third party outsources to further third parties as in the original direct outsourcing; f. has unambiguous confidentiality clauses to ensure protection of proprietary and customer data during the tenure of the contract and also after the expiry of the contract; g. specifies the responsibilities of the third party with respect to the IT security and contingency plans, insurance cover, business continuity and dis....
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....er recovery capabilities. 6.4 Periodic tests of the critical security procedures and systems and review of the backup facilities shall be undertaken by the intermediary to confirm the adequacy of the third party's systems. 7 The intermediary shall take appropriate steps to require that third parties protect confidential information of both the intermediary and its customers from intentional or inadvertent disclosure to unauthorised persons. 7.1 An intermediary that engages in outsourcing is expected to take appropriate steps to protect its proprietary and confidential customer information and ensure that it is not misused or misappropriated. 7.2 The intermediary shall prevail upon the third party to ensure that the employees of the third party have limited access to the data handled and only on a "need to know" basis and the third party shall have adequate checks and balances to ensure the same. 7.3 In cases where the third party is providing similar services to multiple entities, the intermediary shall ensure that adequate care is taken by the third party to build safeguards for data security and confidentiality. 8 Potential risks posed where the outsourced activities of mul....
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....ided to put in place comprehensive guidelines to collectively cover such entities and their associated persons, for elimination of their conflict of interest, as detailed hereunder. 9.2. Such entities shall adhere to these guidelines for avoiding or dealing with or managing conflict of interest. They shall be responsible for educating their associated persons for compliance of these guidelines. 9.3. For the purpose of these guidelines "intermediaries" and "associated persons" have the same meaning as defined in Securities and Exchange Board of India(Certification of Associated Persons in the Securities Markets) Regulations, 2007. 9.4. Such entities and their associated persons shall, 9.4.1. lay down, with active involvement of senior management, policies and internal procedures to identify and avoid or to deal or manage actual or potential conflict of interest, develop an internal code of conduct governing operations and formulate standards of appropriate conduct in the performance of their activities, and ensure to communicate such policies, procedures and code to all concerned; 9.4.2. at all times maintain high standards of integrity in the conduct of t....
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.... and Mode of Payment) (Amendment) Regulations, 2017 on March 06, 2017 to enable digital mode of payment (RTGS/NEFT/IMPS etc.) of fees/penalties/remittance/other payments etc. 10.2. Pursuant to above, SEBI has been receiving direct credit of amounts from various intermediaries / other entities. 10.3. In order to identify and account such direct credit in the SEBI account, it has been decided that the various intermediaries / other entities shall provide the information as mentioned in Annexure -VIII to SEBI once the payment is made. ANNEXURE VIII Date Department of SEBI Name of Intermediary/ Other Entities Type of Intermediary SEBI Registration Number (if any) PAN Amount (in Rs.) Purpose of Payment (including the period for which payment was made e.g. quarterly, annually) Bank name and Account number from which payment is remitted UTR No 10.4. The above information should be emailed to the respective department(s) as well as to Treasury& Accounts division at [email protected]. 11. Intermediaries in IFSC SEBI Circulars No. SEBI/HO/CIR/P/2017/85 dated July 27, 2017 and SEBI/HO/MRD/DSA/CIR/P/2017/117 dated October 17, 2017 11.1. Clause 8 of SEBI IFSC Guidelines which spec....