TaxTMI 
TaxTMI 
Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2025
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.... following clause, namely,- "(d) "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....
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....th a person already registered with the Board under these regulations. Explanation: For the purposes of this clause, - (i) the expression "directly or indirectly connected" with reference to any person 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 c....
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....n 7 at all times;" ii. after the clause (d), the following clause shall be inserted, namely,- "(da) it shall maintain liquid net worth requirements specified in regulation 7A at all times;" iii. the symbol "." appearing in clauses (f) and (g) shall be substituted with the symbol ";"; iv. after the existing clause (g), the following clauses shall be 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 mer....
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....ntal to such issues; ii. managing of: a. acquisitions and takeovers under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; b. buy-back under the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018; c. delisting under the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; d. compliances as may be required under the Securities and Exchange Board of India (Listing Obligations and Disclosure 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, 'se....
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....ified by the Board. Explanation: For the purpose of this sub-regulation, the expression "financial sector regulator" shall mean an authority or body constituted under any law for the time being in force to regulate services or transactions in the financial sector and includes the Reserve Bank of India, Insurance Regulatory and Development Authority of India, Pension Fund Regulatory and Development Authority, International Financial Services Centres Authority, Ministry of Corporate Affairs, Insolvency and Bankruptcy Board of India or such other authority as may be specified by the Board, from time to time. (3) A merchant banker shall ensure that the net worth specified for a 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 Bank....
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....his clause, the term 'relative' in relation to an individual, shall include- (i) spouse of the person; or (ii) parent of the person and parent of the spouse of such person; or (iii) sibling(s) of the person and sibling(s) of the spouse of such person; or (iv) child of the person and child of its spouse; or (v) spouse of the person referred to at clause (iii); or (vi) spouse of the person referred to at clause (iv); or (vii) Hindu Undivided Family of the concerned person." XIII. the existing regulation 22 shall be substituted with the following regulation, namely,- "Underwriting obligations. 22. Merchant bankers shall engage in underwriting activities as specified by the Board from time to time." XIV. in regulation 22B, the existing sub-regulation (2) shall 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 s....
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....or secretarial compliance and obtains such certification(s) as may be specified by the Board. (2) The compliance officer appointed under sub-regulation (1) shall be- (i) separate and independent from the principal officer and the employees referred to in clause (b) of regulation 6: Provided that a merchant banker that already holds a certificate of registration under these regulations shall comply with the requirement under this clause within such time and in the manner, as may be specified by the Board; (ii) responsible for- a. monitoring the compliance of the Act, rules and regulations, notifications, guidelines, instructions, etc., issued by the Board or the Central Government; and b. for redressal of investors' grievances. (3) The compliance officer shall immediately and independently report to the Board any noncompliance observed by him/her and ensure that the observations made or deficiencies pointed out by the Board in the draft 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 complia....
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....us reserves and surplus." e. in the 'DECLARATION' appearing after paragraph 6,- i. the words and symbol ", Two Partners or the Sole Proprietor" appearing after the words "Two Directors" and before the words and symbol ", as the case", shall be substituted with the words "or Two Partners"; ii. the words "or sole Proprietor" appearing after the words and symbol "Director/Partner" shall be omitted; ii. in FORM B, clause I shall be substituted with the following clause, namely, - "I. In exercise of the powers conferred by sub-section (1) of section 12 of the Securities and Exchange Board of India Act, 1992, read with the regulations made thereunder, the Board hereby grants a certificate of registration to ............... as a merchant banker in Category I/II subject to the conditions in the regulations to carry out the activities made permissible for its Category under the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992." AMIT PRADHAN, Executive Director [ADVT.-III/4/Exty./520/2025-26] Footnotes: 1. The Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992 was published in the Gaz....
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..... S.O. 560 (E); xv. on May 3,2006by the Securities and Exchange Board of India (Merchant Bankers) (Second Amendment) Regulations, 2006 vide No. S.O. 640 (E); xvi. on September 7, 2006 by the Securities and Exchange Board of India (Merchant Bankers)(Third Amendment) Regulations, 2006 vide No. S.O. 1448 (E); xvii. on May 28, 2007 by the Securities and Exchange Board of India (Merchant Bankers)(Amendment) Regulations, 2007 vide Notification No.11/LC/GN/2007/2517; xviii. on March 31, 2008 by the Securities and Exchange Board of India (Payment of Fees)(Amendment) Regulations, 2008 vide F. No. 11/LC/GN/2008/21669; xix. on May 26, 2008 by the Securities and Exchange Board of India (Intermediaries)Regulations, 2008 vide Notification No. LAD-NRO/GN/2008/11/126538; xx. on August 26, 2009 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 vide Notification No. LAD/ NRO/GN/2009-10/15/174471; xxi. on April 13, 2010 by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2010 vide Notification No. LAD-NRO/G....