TaxTMI 
TaxTMI 
TaxTMI 
Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2025
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....) "principal officer" means an employee of the merchant banker, who has at least five years of experience in working in the financial markets, and who has been designated as such by the merchant banker, and is responsible for the decisions made by the merchant banker for the management or administration of merchant banking activities and all other operations of the merchant banker: Provided that a merchant banker that already holds a certificate of registration under these regulations shall ensure compliance with this clause within such time and in the manner, as may be specified by the Board;" II. the existing regulation 3 shall be substituted with the following regulation, namely,- "Application for grant of certificate of registration. 3. (1) No person shall act as a merchant banker or hold itself out as a merchant banker unless it has obtained a certificate of registration from the Board under these regulations. (2) An application by a person for grant of a certificate of registration shall be made to the Board in Form A. (3) An application for registration made under sub-regulation (2) shall be accompanied by a nonrefundable application fee as specified in Schedule I....
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.... means an associate or subsidiary or inter-connected or group company of the applicant, in case of the applicant being a body corporate; (ii) the certificate of registration granted to a merchant banker connected directly or indirectly with another merchant banker prior to the commencement of the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2025 shall continue to be valid." IV. the existing regulation 7 shall be substituted with the following regulation, namely,- "Capital adequacy requirement. 7. (1) The capital adequacy requirement referred to in clause (d) of regulation 6 shall be a net worth of not less than- (i) fifty crore rupees for Category I merchant banker, and (ii) ten crore rupees for Category II merchant banker: Provided that the capital adequacy requirement for a merchant banker that already holds a certificate of registration under these regulations shall be complied with, in the manner and within such time, as may be specified by the Board. (2) A merchant banker that fails to meet the minimum net worth requirement specified in sub-regulation (1), without prejudice to any action that may be taken by the Board, shall....
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.... inserted, namely,- "(h) it shall undertake only such activities as specified by the Board under these regulations from time to time; (i) it shall not outsource its core merchant banking activities, namely,- (i) due diligence activities; (ii) preparation of offer related document; and (iii) any other activity as may be specified by the Board from time to time: Provided that a merchant banker that already holds a certificate of registration under these regulations shall ensure compliance with this clause, in the manner and within such time, as may be specified by the Board; (j) it shall generate minimum revenue, as may be specified by the Board, from permitted activities: Provided that the certificate of registration granted to a merchant banker under these regulations may not be cancelled if it is not able to generate minimum revenue due to certain circumstances(s) as may be specified by the Board from time to time; (k) the employees referred to in clause (b) of regulation 6 and the compliance officer shall possess such certification(s) as may be specified by the Board: Provided that in case of a merchant banker that already holds a certificate of registration u....
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....sure Requirements) Regulations, 2015 in respect of any scheme of arrangement; e. implementation of a scheme under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; and f. advisory or consulting services incidental to the activities specified in clauses (a) to (e); iii. underwriting activities as specified by the Board from time to time; iv. private placement of listed or proposed to be listed securities on a stock exchange recognized by the Board and activities incidental thereto. Explanation: For the purpose of this clause, 'securities' shall be treated as 'proposed to be listed' from the date of approval of the board resolution of the issuer, for the issuance of such securities to be listed on a stock exchange recognized by the Board; v. managing of international offering of securities and advisory or consulting services incidental to such offering; vi. filing of placement memorandum of an alternative investment fund; vii. issuance of fairness opinion; viii. managing of secondary market transactions of securities listed on a stock exchange recognized by the Board and activities incidental thereto; ix....
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.... merchant banker under these regulations is ring-fenced from any adverse impact that may arise from undertaking the activities specified under sub-regulation (2). (4) The merchant banker that does not possess the registration for valuation related activities from the relevant regulatory authority shall conclude the existing valuation assignments undertaken by it within a period of nine months from the date of coming into force of the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2025." X. the existing regulation 16 shall be substituted with the following regulation, namely,- "Preservation of books of account, records and other documents. 16. (1) The merchant banker shall preserve the books of account and other records and documents maintained under regulation 14 for a minimum period of eight financial years. (2) A merchant banker shall maintain all the data and information within the territorial limits of India as per the data storage and localization norms as specified by the Board from time to time." XI. in regulation 21A, in the Explanation, in clause (i), the word "fifteen" appearing after the words "not less than" and before the w....
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....all be substituted with the following sub-regulation, namely,- "(2) At any point of time, the total underwriting obligations under all the agreements shall not exceed twenty times of the liquid net worth of the merchant banker: Provided that a merchant banker that already holds certificate of registration under these regulations shall comply with the requirements under this sub-regulation, within such time and in the manner, as may be specified by the Board." XV. in regulation 26, i. in the marginal head, the word "shares" shall be substituted with the word "securities"; ii. after the words "principal officer" and before the words "shall either on their respective accounts", the words and symbols "or compliance officer or employees referred to in clause (b) of regulation 6" shall be inserted. XVI. the existing regulation 27 shall be substituted with the following regulation, namely,- "Information to the Board. 27. Every merchant banker shall submit to the Board the following information as a part of the periodic report as specified in sub-regulation (2) of regulation 28 - (i) complete particulars of any transaction for acquisition of securities of any body corporate....
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....ft prospectus or the letter of offer as the case may be, do not recur. (4) In case the office of compliance officer becomes vacant, the merchant banker shall appoint another compliance officer not later than three months from the date of the office becoming vacant: Provided that the merchant banker shall not fill such vacancy by appointing a person in an interim capacity, unless such appointment is made in accordance with conditions applicable in case of a regular appointment to such position and the obligations applicable to a regular appointee are also made applicable to such person on interim appointment." XVIII. in regulation 31, i. in sub-regulation (1), the word and symbol "proprietor," appearing after the word and symbol "director," and before the word " partner", shall be omitted; ii. in sub-regulation (3), the symbol and word ", proprietor" appearing after the word "partner" and before the words "and employee", shall be omitted; iii. in sub-regulation (4), the word and symbol "proprietor," appearing after the word and symbol "director," and before the word "partner", shall be omitted. XIX. after Chapter VI, the following chapter shall be inserted, namely,- "C....
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....India on December 22, 1992 vide No. LE/11112/92. 2. The Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992 was amended- i. on September 7, 1995 by the Securities and Exchange Board of India (Merchant Bankers) Amendment Regulations, 1995 vide No. SEBI/LE/1/9/95; ii. on November 28, 1995 by the Securities and Exchange Board of India (Payment of Fees) Amendment Regulations, 1995 vide No. S.O. 939 (E); iii. on June 6, 1996 by the Securities and Exchange Board of India (Merchant Bankers)Amendment Regulations, 1996 vide SEBI/LE/III/5/96; iv. on December 9, 1997 by the Securities and Exchange Board of India (Merchant Bankers)Amendment Regulations, 1997 vide No. S.O. 837 (E); v. on December 15, 1997 by the Securities and Exchange Board of India (Merchant Bankers) Amendment Regulations, 1997 vide No. S. O. 869(E); vi. on January 21, 1998 by the Securities and Exchange Board of India (Merchant Bankers)Amendment Regulations, 1998 vide No. S.O. 74 (E); vii. on September 30, 1999 by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 1999 vide No. S.O. 799 (E); viii. on November 17, 1999 by the....
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....es)(Amendment) Regulations, 2011vide Notification No. LAD/ NRO/GN/ 2011-12/03/12650; xxiii. on July 5, 2011 by the Securities and Exchange Board of India (Merchant Bankers)(Amendment) Regulations, 2011 vide Notification No. LAD-NRO/GN/2011-12/09/21233; xxiv. on August 16, 2011 by the Securities and Exchange Board of India (Merchant Bankers) (Second Amendment) Regulations, 2011 vide Notification No. LAD-NRO/GN/2011-12/17/26149; xxv. on March 29, 2012 by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2012vide Notification No. LAD-NRO/GN/2011-12/40/7335; xxvi. on May 23, 2014 by the Securities and Exchange Board of India (Payment of Fees) (Amendment) Regulations, 2014 vide Notification No. LAD-NRO/GN/2014-15/03/1089; xxvii. on December 8, 2016 by the Securities and Exchange Board of India (Change in Conditions of Registration of Certain Intermediaries) (Amendment) Regulations, 2016 vide Notification No. SEBI/LAD/NRO/GN/ 2016-17/023; xxviii. on March 29, 2017 by the Securities and Exchange Board of India (Payment of Fees and Mode of Payment) (Amendment) Regulations,2017vide Notification No. SEBI....