TaxTMI 
TaxTMI 
Master Circular for Bankers to an Issue
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.... or taken under the rescinded circulars, prior to such rescission, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular; (b) any application made to the Board under the rescinded circulars, prior to such rescission, and pending before it shall be deemed to have been made under the corresponding provisions of this Master Circular; and (c) the previous operation of the rescinded circulars or anything duly done or suffered thereunder, any right, privilege, obligation or liability acquired, accrued or incurred under the rescinded circulars, any penalty, incurred in respect of any violation committed against the rescinded circulars, or any investigation, legal proceeding or remedy in respect of any such right, privilege, obligation, liability, penalty as aforesaid, shall remain unaffected as if the rescinded circulars have never been rescinded. 4. This Master Circular is issued in exercise of the powers conferred under Section 11(1) of the Securities and Exchange Board of India Act, 1992 ("SEBI Act"). 5. This Master circular is available at the web page "Master Circulars" on the website www.sebi.gov.in. Yours fa....
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....Annexure 7 Principles For Outsourcing for BTIs. 35 Appendix 40 List of Abbreviations ASBA Application Supported by Blocked Amount BTI Bankers to Issue BTI Regulations Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994 CERT-in Indian Computer Emergency Response Team CFD Corporation Finance Department DP Depository Participant GRC Governance, Risk & Compliance IFSC International Financial Service Centres Intermediaries Regulations Securities and Exchange Board of India (Intermediaries) Regulations, 2008 KYC Know Your Client NCLT National Company Law Tribunal NOC No Objection Certificate PAN Permanent Account Number RBI Reserve Bank of India RTA Registrar and Transfer Agents SaaS Software as a Service SAST Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 CHAPTER I - REGISTRATION RELATED MATTERS 1. Online Registration Mechanism for BTI^[1] 1.1. The SEBI Intermediary Portal is available at https://siportal.sebi.gov.in for SEBI registered intermediaries incl....
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....tion shall be surrendered. 2.4. In case of complete transfer of business by transferor, it shall surrender its certificate of registration. 2.5. In case of partial transfer of business by transferor, it can continue to hold its certificate of registration. 3. Prior approval for change in control^[3] 3.1. To streamline the process of providing approval to the proposed change in control of BTIs, the following procedure has been specified: 3.1.1. BTIs shall make an online application to SEBI for prior approval through the SEBI Intermediary Portal ('SI Portal') (https://siportal.sebi.gov.in). 3.1.2. The online application in SI portal shall be accompanied by the following information / declaration / undertaking about itself, the acquirer(s) / the person(s) who shall have the control and the directors / partners of the acquirer(s) / the person(s) who shall have the control: a) Current and proposed shareholding pattern of the applicant b) Whether any application was made in the past to SEBI seeking registration in any capacity but was not granted? If yes, details thereof. c) Whether any action has been initiated / taken under ....
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....ng approval for the proposed change in control of the BTI shall be filed with SEBI prior to filing the application with NCLT. 3.2.2. Upon being satisfied with compliance of the applicable regulatory requirements, an in-principle approval will be granted by SEBI; 3.2.3. The validity of such in-principle approval shall be three months from the date issuance, within which the relevant application shall be made to NCLT. 3.2.4. Within 15 days from the date of order of NCLT, BTI shall submit an online application in terms of para 3.1 of this Master Circular along with the following documents to SEBI for final approval: a. Copy of the NCLT Order approving the scheme; b. Copy of the approved scheme; c. Statement explaining modifications, if any, in the approved scheme vis-à-vis the draft scheme and the reasons for the same; and d. Details of compliance with the conditions/ observations, if any, mentioned in the in-principle approval provided by SEBI. 3.3. Transfer of shareholdings among immediate relatives and transmission of shareholdings and their effect on change in control^[4] 3.3.1. Transfer /transmissio....
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....iodic Reporting^[7] 6.1. The BTIs are required to submit half-yearly reports to SEBI in electronic form only by e-mail within three months from the expiry of the half year. The format of the report is specified in Annexure 3. 6.2. The Board of Directors of BTIs shall review the half-yearly reports and record its observations on (i) the deficiencies and non-compliances; and (ii) corrective measures initiated to avoid such instances in future. 6.3. The compliance officer of BTI shall send the report in excel format to SEBI at [email protected] on half-yearly basis within three months from the expiry of the half year. 6.4. The excel files containing the half-yearly report is required to be sent to email ID [email protected] with the subject/title "Half-yearly report submitted by AAA for the half-year ended XXX YYYY" where AAA represents the name of the BTI, XXX represents the month at the end of the half-year and YYYY represents the year. Also, the attached excel file containing the half yearly report shall bear the name of the BTI, the periodicity of the report as well as the month at the end of the half- year and the corresponding year. For example, if a BTI ABC Limited subm....
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....ector organizations. The advisory had been forwarded to SEBI for bringing the same to the notice of financial sector organization. The advisory is enclosed at Annexure 5. 8.3. BTIs are advised to ensure complete protection and seamless control over the critical systems at their organizations by continuous monitoring through direct control and supervision protocol mechanisms while keeping the critical data within the legal boundary of India. 8.4. The compliance of the advisory shall be reported in the half-yearly report to SEBI with an undertaking stating the following, "Compliance of the SEBI circular for Advisory for Financial Sector Organizations regarding Software as a Service (Saas) based solutions has been made." CHAPTER III - OTHER GUIDELINES 9. Processing of Investor Complaints in SEBI Complaints Redress System (SCORES)^[11] 9.1. SEBI has launched a centralized web based complaints redress system 'SCORES' in June 2011. 9.2. BTIs shall comply with the requirements laid down vide Master Circular No. SEBI/HO/OIAE/IGRD/CIR/P/2023/156 dated September 20, 2023, as applicable and as amended from time to time. 9.3. As an additional measure and for inform....
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....workers etc. employed/working in the Offices of BTIs do not encourage or circulate rumours or unverified information obtained from client, industry, any trade or any other sources without verification. 11.1.3. Access to Blogs / Chat forums / Messenger sites etc. should either be restricted under supervision or access should not be allowed. 11.1.4. Logs for any usage of such Blogs/Chat forums/Messenger sites (called by any nomenclature) shall be treated as records and the same should be maintained as specified by the respective Regulations which govern the BTIs. 11.1.5. Employees should be directed that any market related news received by them either in their official mail/personal mail/blog or in any other manner, should be forwarded only after the same has been seen and approved by the Compliance Officer of the BTI. If an employee fails to do so, he/she shall be deemed to have violated the various provisions contained in the SEBI Act / Rules / Regulations etc. and shall be liable for action. The Compliance Officer shall also be held liable for breach of duty in this regard. 12. Guidelines on Outsourcing of Activities by BTI^[14] 12.1. SEBI Regulati....
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....conduct of their business; 13.1.3. ensure fair treatment of their clients and not discriminate amongst them; 13.1.4. ensure that their personal interest does not, at any time conflict with their duty to their clients and client's interest always takes primacy in their advice, investment decisions and transactions; 13.1.5. make appropriate disclosure to the clients of possible source or potential areas of conflict of interest which would impair their ability to render fair, objective and unbiased services; 13.1.6. endeavor to reduce opportunities for conflict through prescriptive measures such as through information barriers to block or hinder the flow of information from one department/ unit to another, etc .; 13.1.7. place appropriate restrictions on transactions in securities while handling a mandate of issuer or client in respect of such security so as to avoid any conflict; 13.1.8. not deal in securities while in possession of material non published information; 13.1.9. not to communicate the material non published information while dealing in securities on behalf of others; 13.1.10. not in any way cont....
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....ementation of Reporting Requirements under Rules 114F to 114H of the Income Tax Rules" as issued by the Department of Revenue, Ministry of Finance vide F.No.500/137/2011-FTTR-III dated August 31, 2015 is available at http://www.incometaxindia.gov.in/communications/notification/guidance notes on implementation 31 08 2015.pdf. and https://incometaxindia.gov.in/Documents/exchange-of-information/LETTER-F-NO-500-137-2011%20_1_.pdf 14.5. BTIs are advised to take necessary steps to ensure compliance with the requirements specified in the aforesaid Rules after carrying out necessary due diligence. 15. Guidelines on Anti-Money Laundering (AML) Standards and Combating the Financing of Terrorism (CFT) /Obligations of Securities Market Intermediaries under the Prevention of Money Laundering Act, 2002 and Rules framed thereunder^[17] BTIs are advised to refer to SEBI Master Circular bearing reference no. SEBI/HO/MIRSD/MIRSD-SEC-5/P/CIR/2023/022 issued on February 03, 2023 with respect to 'Guidelines on Anti-Money Laundering (AML) Standards and Combating the Financing of Terrorism (CFT) /Obligations of Securities Market Intermediaries under the Prevention of Money Laundering A....
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....urpitude. vi. No winding up proceedings have been initiated or an order for winding up has been passed against us. vii. We have not been declared insolvent. viii. We have not been found to be of unsound mind by a court of competent jurisdiction and no such finding is in force. ix. We have not been categorized as a wilful defaulter. x. We have not been declared a fugitive economic offender. 4. We have not been declared as not 'fit and proper person' by an order of the Board. 5. No notice to show cause has been issued for proceedings under Securities and Exchange Board of India (Intermediaries) Regulations, 2008 or under section 11(4) or section 11B of the SEBI Act during last one year against us. 6. It is hereby declared that we and each of our promoters, directors, principal officer, compliance officer and key managerial persons are not associated with vanishing companies. 7. We hereby undertake that there will not be any change in the Board of Directors of incumbent, till the time prior approval is granted. 8. We hereby undertake that pursuant to grant of prior approval by SEBI, the incumbent shall inform all the ....
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.... Name of the Company No. of complaints pending at the end of the last half year No. of complaints received during the half year No. of complaints resolved during the half year No of complaints pending at the end of half year B. Details of the complaints pending for more than 30 days Name of the Company No. of complaints pending for more than 30 days Nature of complaint(s)* Steps Taken for redressal Status of the complaint (if redressed, date of redressal) Name of compliance officer: Email ID: *Nature of complaint(s): 1. Deficiencies in handing application forms / payment instrument(s) 2. Deficiencies in capturing data of applicants 3. Deficiency in blocking /unblocking of bank accounts 4. System failures (for ex regarding electronic ASBA applications) 5. Any other (Name of the Banker to an Issue) SECTION III - COMPLIANCE COMPLIANCE CERTIFICATE FOR THE HALF YEAR ENDED MARCH/ SEPTEMBER, 20.... A. No conflict of interest with other activities The activities other than bankers to an issue ....
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....tion forms to registrar (beyond the period prescribed from time to time) S. No Issuer Number of application forms received Number of application forms forwarded to Registrar with delay Range of delay (min and max no., of days) c) Issue wise instances of delay in unblocking the bank accounts under ASBA (beyond the period prescribed from time to time) S. No Issuer Number of ASBA applications received Number of instances of delay Range of delay (min and max no., of days) d) In respect of the following accounts, outstanding balance (in Rupees) i. Refund ii. Dividend iii. Interest e) Issue wise details of transfer of funds to Investor Education and Protection Fund (As per Section 125 of Companies Act, 2013) f) Details of deficiencies and non-compliances (in addition to those mentioned at 'E' above. g) Details of the review of the report by the Board of Directors Date of Board Review (dd/mm/yyyy) Observation of the Board on i. Deficiencies and non compliances mentioned at E & F ii. Corrective measures initiated to avoid such instances in future Certified that....
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....ave failed or have been rejected by the bank, the issuer companies or their RTA may ask the banker to make payment though physical instrument such as banker's cheque or demand draft to such securities holder incorporating his bank account details. 3. The dividend / interest / redemption processing Bank shall ensure that any dividend / interest / redemption instrument (such as demand drafts dividend / interest / redemption warrants etc.) lying unpaid beyond the validity period of the instrument shall be cancelled and the dividend / interest / redemption amount transferred earlier by issuer in the said account shall be credited back immediately to the relevant bank account of the Issuer Company. Banks should also provide the unpaid instrument details when reconciliation data is shared with Issuer Company / RTAs. 4. the dividend / interest / redemption processing Bank shall ensure that the Banks provide reconciliation of the Paid and Unpaid details (including bank Transaction Reference Number, payee name etc.) of the Dividend / interest / redemption paid fortnightly during the initial validity of the instrument and after the expiry of validity period of the instr....
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....rtner IP Schema • Network Topography & Design • Audit/Internal Audit Data • System Configuration Data • System Vulnerability Information • Risk Exception Information • Supplier Information & its dependencies related Data Solution The Financial Sector organisations may be advised to protect such critical data using layered defence approach and seamless protection against external or insider threat. The organisations may also be advised to ensure complete protection & seamless control over their critical system by continuous monitoring through direct control and supervision protocol mechanisms while keeping such critical data within the legal boundary of India. The organisations may also be requested to report back to their respective regulatory authority regarding compliance to this advisory. It is requested that you may kindly keep CERT-In informed of the actions taken and periodically provide the updated compliance to this advisory. (It may be noted that TLP Amber means: limited disclosure, restricted to participants' organizations. When should be used: Sources may use TLP:AMBER whe....
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....verall responsibility for ensuring that all ongoing outsourcing decisions taken by the BTI and the activities undertaken by the third-party, are in keeping with its outsourcing policy. 2. The BTI shall establish a comprehensive outsourcing risk management programme to address the outsourced activities and the relationship with the third party. 2.1. A BTI shall make an assessment of outsourcing risk which depends on several factors, including the scope and materiality of the outsourced activity, etc. The factors that could help in considering materiality in a risk management programme include- a. The impact of failure of a third party to adequately perform the activity on the financial, reputational and operational performance of the BTI and on the investors I clients; b. Ability of the BTI to cope up with the work, in case of non performance or failure by a third party by having suitable back-up arrangements; c. Regulatory status of the third party, including its fitness and probity status; d. Situations involving conflict of interest between the BTI and the third party and the measures put in place by the BTI to address such potential conf....
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....s shall not impair the ability of SEBI/SRO or auditors to exercise its regulatory responsibilities such as supervision/inspection of the BTI. 4. The BTI shall conduct appropriate due diligence in selecting the third party and in monitoring of its performance. 4.1 It is important that the BTI exercises due care, skill, and diligence in the selection of the third party to ensure that the third party has the ability and capacity to undertake the provision of the service effectively. 4.2 The due diligence undertaken by an BTI shall include assessment of: a. third party's resources and capabilities, including financial soundness, to perform the outsourcing work within the timelines fixed; b. compatibility of the practices and systems of the third party with the BTI's requirements and objectives; c. market feedback of the prospective third party's business reputation and track record of their services rendered in the past; d. level of concentration of the outsourced arrangements with a single third party; and e. the environment of the foreign country where the third party is located. 5. Outsourcing relationships shall b....
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....ination rights, transfer of information and exit strategies; k. addresses additional issues arising from country risks and potential obstacles in exercising oversight and management of the arrangements when BTI outsources its activities to foreign third party. For example, the contract shall include choice-of-law provisions and agreement covenants and jurisdictional covenants that provide for adjudication of disputes between the parties under the laws of a specific jurisdiction; I. neither prevents nor impedes the BTI from meeting its respective regulatory obligations, nor the regulator from exercising its regulatory powers; and m. provides for the BTI and /or the regulator or the persons authorized by it to have the ability to inspect, access all books, records and information relevant to the outsourced activity with the third party. 6. The BTI and its third parties shall establish and maintain contingency plans, including a plan for disaster recovery and periodic testing of backup facilities. 6.1 Specific contingency plans shall be separately developed for each outsourcing arrangement, as is done in individual business lines. 6.2 BTI shall take....
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.... S. No. Circular No. and Date Subject / Title 1. SEBI RBTI(G I Series) CIRCULAR No. 1(95-96) dated April 21, 1995 Submission of quarterly reports for each quarter of the year 2. BTI CIRCULAR NO.3 (1999-2000) dated July 9, 1999 All Bankers to Issues 3. SEBI Circular No. MIRSD/DPS III/Cir-01/07 dated January 22, 2007 Exclusive e-mail ID for redressal of Investor Complaints 4. SEBI Circular MRD/DoP/Cir-05/2007 dated April 27, 2007 Permanent Account Number (PAN) to be the sole identification number for all transactions in the securities market 5. SEBI Circular No. MIRSD/DPS-2/BTI/Cir- 15/2008 dated May 06, 2008 Reporting of Information on a periodic basis 6. SEBI Circular No. MRD/DoP/Cir-20/2008 dated June 30, 2008 Mandatory requirement of Permanent Account Number (PAN) 7. SEBI Circular No. MIRSD/ DPSIII/ Cir-21/ 08 dated July 07, 2008 Designated e-mail ID for regulatory communication with SEBI 8. SEBI Circular No. Cir/ISD/1/2011 dated March 23, 2011 Unauthenticated news circulated by SEBI Registered Market Intermediaries through various modes of communication 9. SEBI Circular No. Cir/ISD/2/2011 dated ....