TaxTMI 
TaxTMI 
Master Circular for Merchant Bankers Registered with SEBI
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....y 02, 2026 & June 11, 2026 and bearing reference numbers SEBI/HO/MIRSD/MIRSD1/CIR/P/2017/38, HO/49/11/11(106)2025-CFD-RAC-DIL3/I/1796/2026 & HO/49/14/15(2)2026-CFD-POD1/I/13567/2026 on the subjects 'Online Registration Mechanism for Securities Market Intermediaries', 'Specification of the consequential requirements with respect to Amendment of Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992' & 'Extension of timelines for compliance with certain provisions of Circular dated January 02, 2026' respectively. 3. With the issuance of this Master Circular, all directions/instructions contained in the circulars listed out in the Appendix to this Master Circular shall stand rescinded to the extent they relate to the Merchant Bankers. 4. Notwithstanding such rescission, - (a) anything done or any action taken or purported to have been done or taken under the rescinded circulars, prior to such rescission, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular; and (b) any application made to the Board under the rescinded circulars, prior to such rescission, and pending before it, shall be deemed....
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....ed by Merchant Bankers 20 9. Publishing Investor Charter and Disclosure of Complaints by Merchant Bankers on their Websites 20 10. Advisory for Financial Sector Organizations regarding Software as a Service (Saas) based solutions 21 2(10A) Conditions for compliance in respect of underwriting obligations 22 2(10B) .. Compliance with requirement of minimum revenue from permitted activities 2(10C)Disclosure to be made by Merchant Banker where it is only involved in the marketing of an issue 2(10D)Conditions to be complied with by Merchant Bankers for carrying out activities other than permitted activities 1 Omitted part of the section 2 "type of activities and" pursuant to the insertion of Regulation 13A in SEBI (Merchant Bankers) Regulations, 1992 vide notification dated December 5, 2025, which has come into effect from January 3, 2026. The activities that may be undertaken by Merchant Bankers are specified under the said Regulation. 2 Inserted pursuant to the issuance of Circular HO/49/11/11(106)2025-CFD-RAC-DIL3/I/1796/2026 dated January 02, 2026 S=31 CHAPTER III - OTHER GUIDELINES 26 11. Processing of Investor Complaints in SEBI Complaints Re....
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....iary Portal is available at https://siportal.sebi.gov.in for SEBI registered intermediaries including Merchant Bankers to submit registration applications online. SEBI Intermediary Portal includes 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. The link for SEBI Intermediary Portal is also available on SEBI website - www.sebi.gov.in. 1.2. All applications for registration / surrender / other requests are required to be made through SEBI Intermediary Portal only. The applicants are separately required to submit relevant documents viz. declarations / undertakings required as a part of application forms prescribed in relevant regulations, in physical form, only for records without impacting the online processing of applications for registration. 1.3. In case of any queries and clarifications with regard to the SEBI Intermediary Portal, Merchant Bankers may contact on 022-26449364 or may write at [email protected]. 2. [ *** ]4 Deployment of Funds5 3 SEBI Circular No. SEBI/HO/MIRSD/MIRSD1/CIR/P/2....
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....IRCULAR NO.4 (98-99) dated March 30, 1999 7 Omitted pursuant to deletion of Regulation 3(2A) of SEBI (Merchant Bankers) Regulations, 1992 vide notification dated December 5, 2025, which has come into effect from January 3, 2026. Prior to omission para 2.1 read as under: "2.3.2. Subject to the provisions of regulation 3 (2A) of the Merchant Bankers Regulations 1992, a merchant banker can carry on 2.3.2.1.underwriting activities and can acquire securities as a part of underwriting commitment in case of devolvement and dispose it off subsequently. However, such a merchant banker is restricted to engage in the purchase and sale of same securities like an investment company. 2.3.2.2. Portfolio Management activities." 8 RMB Circular No. 1 (2002-2003) dated September 17, 2002 9 Substituted for "regulation 6(c)" pursuant to insertion of Regulation 6(i) and deletion of Regulation 6(c) of SEBI (Merchant Bankers) Regulations, 1992 vide notification dated December 5, 2025, which has come into effect from January 3, 2026. S=31 3.1.2. The entities have independent Board of Directors. Independent Board of Directors for this purpose means that common directors should not be....
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....bout 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: 5.1.2.1. Current and proposed shareholding pattern of the intermediary. 5.1.2.2. Whether any application was made in the past to SEBI seeking registration in any capacity but was not granted? If yes, details thereof. 5.1.2.3. Whether any action has been initiated/taken under Securities Contracts (Regulation) Act, 1956 (SCRA) / Securities and Exchange Board of India Act, 1992 (SEBI Act) or rules and regulations made thereunder? If yes, the status thereof along with the corrective action taken to avoid such violations in the future. The acquirer(s) / the person(s) who shall have the control shall also confirm that it shall honour all past liabilities / obligations of the applicant, if any. 5.1.2.4. Whether any investor complaint is pending? If yes, steps taken and confirmation that the acquirer(s) / the person(s) who shall have the control shall resolve the same. 12 SEBI Circular No. SEBI/HO/CFD/PoD-2/P/CIR/2023/141 dated August 10, 2023 S=31 5.1.2.5. Details of litigation(s), if any. 5.1.2.6. Confi....
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....bmit an online application in terms of para 5.1 of this circular along with the following documents to SEBI for final approval: 5.2.4.1. Copy of the NCLT Order approving the scheme; 5.2.4.2. Copy of the approved scheme; 5.2.4.3. Statement explaining modifications, if any, in the approved scheme vis-Ã -vis the draft scheme and the reasons for the same; and 5.2.4.4. Details of compliance with the conditions/ observations, if any, mentioned in the in-principle approval provided by SEBI. 5.3. With respect to transfer of shareholdings among immediate relatives and transmission of shareholdings and their effect on change in control, the following is clarified: 13 5.3.1. Transfer /transmission of shareholding in case of unlisted Merchant Bankers: In following scenarios, change in shareholding of the Merchant Bankers will not be construed as change in control: 13 SEBI/HO/MIRSD/DOR/CIR/P/2021/42 dated March 25, 2021 S=31 5.3.1.1. Transfer of shareholding among immediate relatives shall not result into change in control. Immediate relative shall be construed as defined under Regulation 2(l) of the SAST Regulations, which inter-alia includes any spouse of that per....
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....rements as well as timelines to re-categorize as Category I or Category II for Merchant Bankers15 6A.1. In terms of clause (d) of regulation 6 of MB Regulations, the revised net worth and liquid net worth as specified in regulations 7 and 7A are applicable as follows: 6A.1.1. In case of applications made on or after January 03, 2026, the applicants shall fulfill the revised capital adequacy requirements under regulation 7 and new liquid net worth requirements under regulation 7(A) as on date of its application. 6A.1.2. Existing Merchant Bankers (MBs) shall comply with the above requirements in phased manner as given at para 6A.2. Those applicants who have filed application before January 03, 2026 and are granted registration subsequently are also considered as existing MBs for the purpose of this circular. 15 Inserted pursuant to the issuance of Circular HO/49/11/11(106)2025-CFD-RAC-DIL3/I/1796/2026 dated January 02, 2026. S=31 6A.2. For existing MBs, the MB Regulations empowers Board to specify the time and manner for its implementation. Accordingly, to ensure smooth adoption of these requirements, it has been decided that revised capital adequacy and new liquid ....
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....rt of Half Yearly Report (Annexure III) certifying that the net worth and liquid net worth of the MB have been maintained as specified in MB Regulations, at all times during the corresponding half year period. 6B. Definition of liquid net worth1515 6B.1. For the purpose of regulation 7A of MB Regulations, "liquid net worth" shall mean net worth deployed in unencumbered liquid assets, with applicable haircut as given in the following table: Table (II): Applicable haircut for the purpose of liquid net worth Type of instrument* Applicable haircut Cash 0% Bank fixed deposits 0% Government securities 10% Units of overnight mutual fund schemes, liquid mutual fund schemes or government securities mutual fund schemes (by whatever name called which invest in government securities) 10% Listed securities of Nifty 500 companies held either as investment or Stock-in-Trade/ Inventories 30% *Value of these instruments to be considered for calculating liquid net worth shall be the value as recorded in the books of accounts, on the date of computation of the net worth. Table (III): Illustration Particulars Amount (Rs.) Listed Shares A Rs. 200 G-Sec B Rs. 100 Total Marketable S....
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....dent from the principal officer and the employees referred to in clause (b) of regulation 6. 6D.2. The Board has been empowered to specify time and manner of compliance with the provision for existing MBs. It is, accordingly, specified that existing MBs shall comply with the requirement of compliance officer to be separate and independent from principal officer and the employees referred to in clause (b) of regulation 6, within ninety days from the effective date, i.e., on or before April 03, 2026. 6D.3. For any registration granted on or after April 03, 2026, for the application filed before January 03, 2026, this condition shall be applicable from the date of grant of registration. 6E. Requirement of principal officer with relevant experience15 6E.1. According to substituted definition of principal officer in clause (d) of sub- regulation (1) of regulation 2 of MB Regulations, "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 administ....
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....ct/title "Half-yearly report submitted by AAA for the half-year ended XXX YYYY" where AAA represents the name of the Merchant Banker, XXX represents the month at the end of the half-year and YYYY represents the year. Also, the attached pdf/excel file containing the half yearly report shall bear the name of the Merchant Banker, 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 Merchant Banker ABC Limited submits the report for the half year ended September, 2008, the report submitted to [email protected] shall bear the subject/title - "Half-yearly report submitted by ABC Limited for the half-year ended September 2008" and the attached pdf/excel file shall bear the name "ABCLimitedhalfyearlySeptember2008"." 23 SEBI Circular No. CIR/MIRSD/7/2011 dated June 17, 2011 S=31 7.5.1. 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; 7.5.2. Change in Director, including managing director/ whole-time director; 7.5.3. Change in shareho....
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....y, latest by 7th of succeeding month, as per the format enclosed at Annexure VI to this circular. 10. Advisory for Financial Sector Organizations regarding Software as a Service (Saas) based solutions26 10.1. Ministry of Electronics & Information Technology, Govt. of India (MoE&IT), had informed SEBI that the financial sector institutions avails or may avail Software as a Service (SaaS) based solution for managing their Governance, Risk & Compliance (GRC) functions so as to improve their cyber Security Posture. As observed by MoE&IT, though SaaS may provide ease of doing business and quick turnaround, but it may bring significant risk to health of financial sector as many a time risk and compliance data of the institution moves beyond the legal and jurisdictional boundary of India due to nature of shared cloud SaaS, thereby posing risk to the data safety and security. 10.2. In this regard, Indian Computer Emergency Response Team (CERT-in) had 26 SEBI/HO/MIRSD2/DOR/CIR/P/2020/221 dated November 03, 2020 S=31 issued an advisory for Financial Sector organizations. The advisory had been forwarded to SEBI for bringing the same to the notice of financial sector organiza....
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....of Circular HO/49/11/11(106)2025-CFD-RAC-DIL3/I/1796/2026 dated January 02, 2026 S=31 revenue from permitted activities by MBs, will be carried out with effect from April 01, 2029. 10B.4 Board has been empowered to specify circumstances under which the registration granted to an MB shall not be cancelled in case it is unable to meet the minimum revenue due to certain circumstance(s). Accordingly, it is specified that SEBI shall, inter alia, take into account the following circumstances in deciding whether to cancel the registration of an MB for not meeting minimum revenue criteria, namely: 10B.4.1. Natural calamities like flood, earthquake, 10B.4.2. Outbreak of pandemic situations like COVID-19 etc. 10B.4.3. Global Economic Recession 10B.4.4. Geopolitical tensions and war 10B.5 MBs are required to submit details of revenue from permitted activities to SEBI within three months from the end of each financial year, starting from FY 2026- 27. (10C) Disclosure to be made by Merchant Banker where it is only involved in the marketing of an issue27 10C.1 In terms of regulation 21C of MB Regulations, an MB shall not lead manage any public issue, where its direc....
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...., should be distinct from the staff handling activities regulated by SEBI. However, the staff can cross the Chinese wall, subject to due procedures approved by the board of directors of the entity. Such Chinese wall shall not be applicable for the Key Managerial Personnel. 10D.2.5. The other resources, including the information technology infrastructure, may be shared between the activities regulated by SEBI and activities that are not regulated by SEBI, subject to due procedures approved by the board of directors of the MB. 10D.2.6. The MB shall duly disclose on its website, the list of the activities that are not regulated by SEBI or any other Financial Sector Regulator (FSR), along with a disclosure that none of the SEBI investor protection mechanism will be available for any grievances or disputes arising out of or pertaining to non-SEBI regulated activities. Existing MBs undertaking non-SEBI regulated activities as on the effective date shall make the said disclosure on its website, within thirty days from the effective date, i.e., on or before February 02, 2026. 10D.2.7. If an MB undertakes activity regulated by other FSR, the name of the relevant FSR should also ....
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.... by the Reserve Bank of India, shall undertake the merchant banking activities specified under sub-regulation (1) of regulation 13A, through a separate business unit. Therefore, the terms and conditions specified at para 10D.2 above shall be complied with by such SBU. 29 Substituted for "within a period of six months from the effective date, i.e., on or before July 03, 2026." pursuant to the issue of Circular HO/49/11/11(106)2025-CFD-RAC-DIL3/I/1796/2026 dated January 02, 2026. S=31 CHAPTER III - OTHER GUIDELINES 11. Processing of Investor Complaints in SEBI Complaints Redress System (SCORES)30 11.1. SEBI launched a centralized web based complaints redress system 'SCORES' in June 2011. 11.2. Merchant Bankers shall comply with the requirements laid down vide Master Circular No. SEBI/HO/OIAE/IGRD/P/CIR/2022/0150 dated November 7, 2022, as applicable and as amended from time to time. 11.3. As an additional measure and for information of all investors who deal/ invest/ transact in the market, the offices of Merchant Bankers shall display information as provided in Annexure VIII. 31 12. Prevention of circulation of unauthenticated news by SEBI Registere....
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...., 2026. 13. Guidelines on Outsourcing of Activities by Merchant Bankers34 13.1. SEBI Regulations for various intermediaries require that they shall render at all times high standards of service and exercise due diligence and ensure proper care in their operations. 13.2. It has been observed that often the Merchant Bankers resort to outsourcing with a view to reduce costs, and at times, for strategic reasons. 13.3. Outsourcing may be defined as the use of one or more than one third party -either within or outside the group by a merchant banker to perform the activities associated with services which the merchant banker offers. 13.4. Principles for Outsourcing The risks associated with outsourcing may be operational risk, reputational risk, 33 Inserted pursuant to the issuance of Circular HO/49/11/11(106)2025-CFD-RAC-DIL3/I/1796/2026 dated January 02, 2026 34 SEBI Circular No. CIR/MIRSD/24/2011 dated December 15, 2011 S=31 legal risk, country risk, strategic risk, exit-strategy risk, counter party risk, concentration and systemic risk. The principles for outsourcing are given at Annexure IX, which shall be followed by the merchant bankers. 13.5. Activiti....
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.... security so as to avoid any conflict; 14.1.8. not deal in securities while in possession of material non published information; 14.1.9. not to communicate the material non published information while dealing in securities on behalf of others; 14.1.10. not in any way contribute to manipulate the demand for or supply of securities in the market or to influence prices of securities; 14.1.11. not have an incentive structure that encourages sale of products not suiting the risk profile of their clients; 14.1.12. not share information received from clients or pertaining to them, obtained as a result of their dealings, for their personal interest. 14.2. For the purpose of above guidelines "associated persons" shall have the same meaning as defined in the Securities and Exchange Board of India (Certification of Associated Persons in the Securities Markets) Regulations, 2007. 14.3. The Boards of merchant bankers shall put in place systems for implementation of the above guidelines and provide necessary guidance enabling identification, elimination or management of conflict of interest situations and shall periodically review the compliance of the aforesaid guidelines. ....
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.... X. We have not been declared a fugitive economic offender. S=31 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 SEBI (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 existing investors/ clients about the proposed change prior to effecting the same, in order to enable them to take informed decision regarding their continuance or otherwise with the new management. The said information is true to our knowledge. (stamped and signed by the Authorized Signatories) S=31 ANNEXURE III37 Report of Merchant Bankers for the Half Year ended March / September....
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....rged by Mercha nt Banker (Rs. Crores) 1 2 S=31 3 4 5 Total Footnotes - ** Insert additional rows as required. *** Indicate in foot note where Merchant Banker's role was limited to marketing in accordance with Reg. 21A of MB Regulations. Table C : Summary of underwriting of issues managed during Half Year Sr. No. ** Type of Issue Name of the Issuer Size of Issue (Rs. Crore s) Amount underwritten (in Rs. Crores) during Half Year Amount devolved (in Rs. Crores) during Half Year For SME issues, whether lead manager(s) had underwritten at least 15% of issue size on their own account(s)? (Yes / No / NA) 1 2 3 4 5 Total Whether the total underwriting obligations exceeded Twenty times of Liquid Net worth of Merchant Banker at any point of time during the Half Year? (Yes / No) ** Insert additional rows as required. B Acquisition of securities of a body corporate whose issue is being managed by Merchant Banker Sr. No. Name of the issuer Wheth er as part of under writin g or marke t makin g Type of acquisition No of securities acquired Valu e (in Rs. Cror es) of acqu isitio n Percent age of shareho lding 1 2 3 Section II - Re....
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.... 2 3 Section III - Compliance Confirmation and Certification A Summary of Change / Update during Half Year Sr. No **. Type of Change / Update [Ref: Regulation 9A.(1)(f) of SEBI (Merchant Bankers Regulations, 1992] Detail s (in brief) pertai ning to Updat e / Chang e Whether Application submitted through SEBI Intermediary Portal (SI Portal) (Yes/ No) SI Portal Applic ation Numb er Date of submis sion of Applica tion on SI Portal (dd- mmm- yyyy) Date of implementation of change/ update (dd- mmm-yyyy) 1 2 3 4 5 B Continuous requirements under SEBI (Merchant Bankers) Regulations, 1992 pertaining to Key Managerial Personnel (KMP) It is certified that the Merchant Banker had in its full-time employment at least two persons, designated as Key Managerial Personnel (KMP), who had adequate experience to conduct the business of Merchant Banker. (Confirmed/ Not Confirmed) C Capital Adequacy and Liquid Net worth requirements: 1 It is certified that the Merchant Banker had maintained capital adequacy requirements specified in Regulation 7 and Liquid Net worth Requirements as specified in Regulation 7A of SEBI (Merchant Bankers) Regulations, 1992 at all times during....
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....ied that the Merchant Banker, Directors or Managing Partners, Compliance Officer, Persons exercising control over the Merchant Banker, directly or indirectly - 1 were Fit and Proper person as per Schedule II of SEBI (Intermediaries) Regulations, 2008 during the Half Year. (Confirmed / Not Confirmed) 2 has not at any time been convicted for any offence involving moral turpitude or has not been found guilty of any economic offence. (Confirmed / Not Confirmed) 3 In case of non-compliance or deficiency, please give details of the same. 4 Corrective actions / other actions taken by the merchant banker on the above issues S=31 G Details of deficiencies and non-compliances of the Merchant Banker during the Half Year 1 Details of deficiencies and non-compliances of the Merchant Banker during the Half Year (in terms of Regulation 28A of SEBI (Merchant Bankers) Regulations) 2 Details of SEBI Order / Deficiency Letter / Advisory Letter during the Half Year Sr. No .** Date of SEBI Order / Letter Nature of SEBI Order / Letter Name of Department and Division who has Issued SEBI / Order Whether necessary submission has been submitted to concerned Department? If yes, please pro....
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....re-issue and Post-issue due-diligence process followed, and whether they were satisfied with the due diligence- process Observations of the Board of Directors on Track Record of Public Issues managed Any other major/material observations of the Board of Directors w.r.t the merchant banking activities, w.r.t. process and protocols adopted by the Merchant Banker to undertake its merchant banking activities and to comply with the Regulatory Requirements, etc. S=31 2.3. Complia nce with Regulati on 6.(c) of SEBI (Mercha nt Bankers ) Regulati ons, 1992 Details of any other Merchant Banker registration held within the same group (i.e., any other Merchant Banker directly or indirectly connected with the Merchant Banker) Name and SEBI Registration Number of the Other Merchant Banker(s) within the group. (if more than one such cases, please enter additional rows) 2.4. Details of SEBI's fees last paid Sr No ** Natur e of Fees Date of Payment (dd-mmm- yyyy) Amount in Rs. (Inclusive of GST) 1 2 ** Insert additional rows as required. Section IV - Declaration, Certification and Undertaking of the Compliance Officer 1 In respect of activities not regulated b....
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.... implementation of project/ commencement of commercial production (as submitted to stock exchanges under Regulation 30 of SEBI (Listing Obligation and Disclosure Requirements ) Regulations, 2015) i. as disclosed in the offer document S=31 ii. Actual implementation iii. i. Reasons for delay in implementation, if any 10. Status of utilization of issue proceeds (as submitted to stock exchanges under Regulation 32 of SEBI (Listing Obligation and Disclosure Requirements ) Regulations, 2015 i. as disclosed in the offer document ii. Actual utilization iii. Reasons for deviation, if any 11. Comments of monitoring agency, if applicable (See Regulation 41 & 137 of ICDR Regulations, 2018 read with Regulation 32 of SEBI (Listing Obligation and Disclosure Requirements ) Regulations, 2015 i. Comments on use of funds ii. Comments on deviation, if any, in the use of proceeds of the issue from the objects stated in the offer document iii. . Any other reservations expressed by the monitoring agency about the end use of funds (To be submitted till the time the issue proceeds have been fully utilized) 12. Price- related data Issue price (Rs): Price param....
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.... arranged. 6. Financials of the issuer (as per the annual financial results submitted to stock exchanges under Regulation 52 of SEBI (Listing Obligation and Disclosure Requirements ) Regulations, 2015 (Rs. in crores) Parameters 1st FY 2nd FY 3rd FY Income from operations Net Profit for the period Paid-up equity share capital Reserves excluding revaluation reserves 7. Status of the debt securities (whether traded, delisted, suspended by any stock exchange, etc.) i. at the end of 1st FY ii. at the end of 2nd FY iii. at the end of 3rd FY 8. Change, if any, in directors of issuer from the disclosures in the offer document i. at the end of 1st FY ii. at the end of 2nd FY iii. at the end of 3rd FY 9. Status of utilization of issue proceeds (as submitted to stock exchanges under under Regulation 52 of SEBI (Listing Obligation and Disclosure Requirements ) Regulations, 2015 S=31 i. as disclosed in the offer document ii. Actual utilization iii. Reasons for deviation, if any 10. Delay or default in payment of interest/ principal amount i. Disclosures in the offer document on terms of issue ii. Delay in payment from the due date ....
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.... for which activity takes place Information where available 1 Filing of draft offer document by company for public comments 0 Websites of SEBI, Stock Exchanges, Lead Managers 2 Public Announcement Within 2 days of filing DoD with SEBI Newspaper - English, regional, Hindi 3 Details of anchor investors allocation 1 day before issue opening date Stock Exchanges website 4 Issue opening date 3 working days after filing RHP with RoC Stock Exchanges website 5 Availability of application forms Till issue closure date Stock Exchanges website 6 Availability of material documents for inspection by investors Till issue closure date Address given in Offer Document 7 Availability of General Information Document Till issue closure date LM website and stock exchange website 8 Price Band Advertisement 2 working days prior to issue opening date Newspaper advertisement 9 Total demand in the issue Issue closure date Stock exchanges website on hourly basis 10 Commencement of trading within 6 working days Newspaper advertisement 11 Delay in unblocking ASBA Accounts More than 4 working days Compensation to investor @Rs. 100/day by intermediary causing delay 12 Advertisement on subscription an....
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....ail ID refer to Offer Document) ) SCSBs (Blocking/ Unblocking related Sponsor Bank (UPI Bid related grievances) (for email ID refer to Offer Document) Sz31 TIMELINES FOR RESOLUTION OF INVESTOR GRIEVANCES IN IPOS /FPOs) Sr. No Activity No. of calendar days 1 Investor grievance received by the lead manager T 2 Manager to the offer to identify the concerned intermediary and it shall be endeavoured to forward the grievance to the concerned intermediary/ies on T day itself T+1 3 The concerned intermediary/ies to respond to the lead manager with an acceptable reply / proof of resolution X 5 Lead manager, the concerned intermediary/ies and the investor shall exchange between themselves additional information related to the grievance, wherever required Between T and X 4 LM to reply to the investor with the reply / proof of resolution X+3 5 Best efforts will be undertaken by lead manager to resolve the grievance within T+30 Nature of investor grievance for which the aforesaid timeline is applicable 1. Delay in unblocking of funds 2. Non allotment / partial allotment of securities 3. Non receipt of securities in demat account 4. Amount blocked but appli....
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....derstanding needs and developing solutions. 2. Enhance and customize value generating capabilities and services. 3. Disseminate complete information to investors to enable informed investment decision. DESCRIPTION OF ACTIVITIES / BUSINESS OF THE ENTITY: Act as Lead Manager to Rights Issue by a Listed Company SERVICES PROVIDED TO INVESTORS: . Letter of Offer and other Rights Issue materials: should contain all material disclosures. . Upload Draft LoF on website of the Lead Managers. . Make a public announcement, within 2 days of filing of the DLOF with SEBI, and invite comments from . Make available the Abridged Letter of Offer ("ALoF"), application form and Rights Entitlement Letter. . Make material contracts and documents available for inspection at the time and place mentioned in the LoF . Record Date, Rights Issue Price, Rights Entitlement ("RE") ratio, Issue Period: · Announce the record date to determine eligible shareholders SEBI (LODR) Regulations. · Record date, price, RE ratio, renunciation period, Rights Issue period in the LoF, ALoF etc. . A link to the SEBI website that includes the list of SCSBs registered with SEBI, which o....
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.... for a part of RE and renounce the other part of the RE . Apply for full extent of RE and apply for additional rights securities . Renounce the RE in full . Trading in Electronic REs: Investors can trade REs in electronic form during the renunciation period in the following manner: . On Market Renunciation: o Buy/ sell on the floor of the stock exchanges through a stock broker with T+2 rolling settlement. o Closes 4 working days prior to the closure of the Issue. · Off Market Renunciation: o Buy/ sell using delivery instruction slips. o To be completed in such a manner that the REs are credited to the demat account of the renouncees on or prior to the Rights Issue closing date. . Allotment procedure, Credit of Securities and Unblocking: . The allotment is made by the issuer as per the disclosures made in the LoF. · Securities are allotted and/ or application monies are refunded or unblocked within such period as may be specified by SEBI and disclosed in the LoF. · Allotment, credit of dematerialized securities, refunding or unblocking of application monies, as may be applicable, are done electronically. . A post-issue advertisement....
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.... of completion of dispatch of ALoF and Application Form; obtaining duplicate Application Forms, (c) application procedure etc. 6 Availability of electronic copy Application Form and ALoF Before issue opening Websites of Stock Exchanges, Registrar to Issue and SCSBs Sz31 7 Availability of LoF Typically uploaded on the same day as filing with the Stock Exchanges Website of Issuer, SEBI, Stock Exchanges and Lead Managers. Existing shareholders can also request for copy of the LoF and the same shall be provided by the issuer/ Lead Manager(s) 8 Rights Entitlement Information - RE Information available in RE Letter sent to shareholders, available on Registrar's website, credit message from NSDL/ CDSL when electronic REs are credited and demat statement from depository. 9 Credit of Rights Entitlement to the demat account of the shareholders as on Record Date Before the issue opening date Credit message from NSDL/ CDSL (e-mail/ SMS); Demat statement from depository participant showing credit of REs; Last date for credit of REs mentioned in LoF. 10 Issue opening date Difference of at-least 3 days between dispatch of the ALoF along with Application Form and issue opening date ....
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.... in the LoF 20 Commencement of trading Typically the working day after the date of credit of securities to the allottees Notices posted on websites of Stock Exchanges 21 Post issue advertisement on subscription and basis of allotment Within 10 days from the date of completion of the various activities Newspaper - english, hindi, regional (at the place where the registered office of the Issuer is situated) RIGHTS OF INVESTORS . Receive transferable and transmittable rights shares that rank pari passu in all respects with the existing shares of the Issuer Company. · Receive ALoF with Application Form prior to Issue Opening Date. · Receive REs in dematerialized form prior to Issue Opening Date. · Receive allotment advice and letters intimating unblocking of ASBA account or refund (if any). Sz31 . Existing shareholder has the right to request for a copy of LoF and the same shall be provided by the Issuer/ Lead Manager. . All such rights as may be available to a shareholder of a listed public company under the Companies Act, the Memorandum of Association and the Articles of Association. DO's and DON'Ts FOR INVESTORS DO's: . Care....
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....n address of the Investors should be addressed to the Registrar prior to the date of allotment quoting the name of the first/ sole Investor, folio numbers/ DP Id and Client Id. Further, change in address should also be intimated to the respective depository participant. . In case the Application Form is submitted in joint names, ensure that the beneficiary account is also held in same joint names and such names are in the sequence in which they Sz31 appear in the Application Form. · Investors holding Equity Shares in physical form, who have not provided the details of their demat account to the Issuer Company or the RTA, are required to provide such details to the RTA, no later than two working days prior to the Issue Closing Date to enable the credit of their REs by way of transfer from the suspense Demat escrow account to their respective Demat accounts, at least one day before the Issue Closing Date. . Investors may withdraw their Application at any time during Issue Period by approaching the SCSB where application was submitted. · Sign and/ or submit all such documents and do all such acts that are necessary for allotment of Rights shares in the Issue. ....
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.... the aforesaid timeline is applicable 1. Delay in unblocking of funds 2. Non allotment/ partial allotment of securities 3. Non receipt of securities in demat account 4. Amount blocked but application not made 5. Application made but amount not blocked 6. Any other grievance as may be informed from time to time Mode of receipt of investor grievance The following modes of receipt will be considered valid for processing the grievances in the timelines discussed above 1. Letter from the investor addressed to the lead manager at its address mentioned in the offer document, detailing nature of grievance, details of application, details of bank account, date of application etc 2. E-mail from the investor addressed to the lead manager at its e-mail address mentioned in the offer document, detailing nature of grievance, details of application, details of bank account, date of application etc 3. On SEBI Complaints Redress System (SCORES) platform. Nature of enquiries for which the Lead manager shall endeavour to resolve such enquiries/ queries promptly during the issue period. Sz31 1. Availability of application form, ALoF 2. Availability of offer....
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....laced on websites of the relevant Stock Exchange(s) and of the issuer. Sz31 (2) Key terms of the QIP included in the PPD which is sent to select QIBs on issue opening date, include the following: . the relevant date (typically the date when the issuer's board of directors or committee of directors duly authorised by the board of directors decides to open the QIP) . the floor price (determined in terms of the ICDR Regulations) (3) QIP Closing Date: QIBs participating in the QIP should look out for the outcome of the meeting of the board of directors of the issuer or a committee of directors, notifying the date of closure of the QIP and the final QIP price. In this regard, a minimum notice period of at- least 2 working days (excluding the date of notice and the date of meeting) is required to be provided by the issuer under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations. (4) Application Process: QIBs submit the filled-in application forms to the lead managers along with credit of their subscription monies (which is kept in a separate bank account), on or prior to the close of the QIP. (5) ....
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....vailability of the Floor Price, key terms of the issue etc. Part of PPD, PD Floor Price typically disclosed in the outcome to the Board/ Committee meeting. Floor Price, key terms etc. disclosed in the PPD, PD 5 Availability of application forms No later than issue closing BRLMs circulate application forms to select investors; Sample application form is sometimes also available in the PPD 6 Submission of filled-in application forms and subscription monies No later than issue closing Application forms submitted by QIB investors to BRLMs; Subscription monies credited to a separate bank account, as per details provided to the QIB investors 7 Outcome of Issuer's Board or Committee meeting to decide final QIP price; Availability of final QIP price Post completion of the Board/ Committee meeting Websites of Stock Exchanges; QIP price also disclosed in the PD and CAN 8 Issue closing date Typically the same date as the Issuer's Board or Committee meeting to decide final QIP price Websites of Stock Exchanges; Also disclosed in the PD 9 Confirmation of Allocation Note (CAN) and serially numbered PD sent to successful allottees Typically on the same day as the issue closing or t....
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....rm. 4. Ensure valid QIB registration. 5. Provide full and accurate information in duly filled-in application form. 6. Review Stock Exchange website for the outcome of the meeting of the board/ committee of directors of the Issuer, notifying the date of closure of QIP, the final QIP price etc. S=31 7. Submit duly filled-in application forms to Lead Managers along with credit of the subscription monies, which is kept in a separate bank account on or prior to the close of QIP. 8. Provide accurate information and investor details while making any query. DON'Ts 1. Investors should not sell securities allotted in a QIP during the lock-in period, except on the floor of the Stock Exchanges. 2. Investors should not trade in the securities allotted in a QIP, prior to the receipt of final listing and trading approvals from Stock Exchanges. 3. Investors should not participate in the Issue, if the Investor is not an eligible QIB as defined under Regulation 2(1)(ss) of the ICDR Regulations. 4. Investors should not forward, circulate or distribute the application form, PPD, PD and CAN or any accompanying issue related documents sent to them to any third party....
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....uiries/ queries promptly during the issue period. 1. Process for applying in the QIP and making payments 2. Terms of the QIP, allotment methodology, Issue Period, date of allotment, date of listing 3. Non-receipt of CANs 4. Any other query of similar nature S=31 RESPONSIBILITIES OF INVESTORS 1. Read the PPD, PD, application form and other issue related literature carefully and fully before investing. 2. Fully understand the terms of investment and timelines involved in the issue process as disclosed in the PPD, PD, application form, and issue related literature. 3. Consult his or her own tax consultant with respect to the specific tax implications arising out of their participation in the issue. 4. Provide full and accurate information in the application form as maybe required while making an application and when making investor grievances; Also keep records of the same. 5. Ensure active demat/ broking account before investing. 6. Applications using third party bank accounts are liable for rejection. 7. Shareholders should ensure to register E-mail Id with the Company or Depository for timely updates on Corporate actions like dividend, Buyback....
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....all Investors RIGHTS OF INVESTORS 1. Receive the notice and the explanatory statement with the required details about the proposed preferential issue 2. Right to seek clarification in accordance with the grievance redressal mechanism policy of the company 3. Such other rights, as may be available to a shareholder of a listed public company under the Companies Act, the Listing Regulations and the AoA of the Company and other applicable laws DO's and DON'Ts FOR INVESTORS 1. Provide correct and factual details as requested by the Issuer for compliance with requirements under Companies, Act, 2013, ICDR Regulations and other relevant rules and regulations. 2. Pay full consideration at the time of allotment in case of equity shares. In case of warrants, pay at least 25% of the consideration at the time of allotment 3. Not delay in making the payments. 4. Ensure that payment is done only from the allottee's bank account. Sz31 INVESTOR GRIEVANCE REDRESSAL MECHANISM AND HOW TO ACCESS IT Investor Complaint / Issuer (for email ID refer to Offer Documents) / SEBI (www.sebi.gov.in) Stock Exchanges (www.nseindia.com; www.bseindia.com) ....
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....ing 3. Any other query of similar nature RESPONSIBILITIES OF INVESTORS 1. Stockholders should read notice and other related literature carefully. 2. Investor shall comply with regulatory requirement including investment limit under which it is governed for example insurance companies, FPIs, Mutual Funds etc before investing in listed companies. 3. Investor shall obtain required approval, if any before making investment 4. Investors should fully understand the terms of investment and timelines involved in the issue process as disclosed in the offer document, application form, and issue related literature. 5. Investor to confirm and ensure that it is not directly or indirectly, debarred from accessing the capital market or have been restrained by any regulatory authority from directly or indirectly acquiring the Equity Shares. 6. Investor to confirm that it is not declared as wilful defaulter as per RBI circular. 7. Investor shall transfer subscription money to Company in reasonable time to ensure allotment get completed in 15 days from the date of special resolution. 8. Investor should consult his or her own tax consultant with respect to the specific t....
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....mmencement of trading of the Equity Shares on the Stock Exchanges within six Working Days of the Offer Closing Date or such other time as may be prescribed by SEBI. 10. Publish advertisement details of subscription, basis of allotment, date of credit of specified securities and date of filing of listing application, etc. within ten days from the date of completion of the each activity. Sz31 TIMELINES - SME IPOs & FPOs (including OFS) Sr. No. Activity Timeline for which activity takes place Information where available 1 Filing of draft offer document by company 0 Websites of SEBI, Stock Exchanges, Lead Managers 2 Details of anchor investors allocation 1 day before issue opening date Stock Exchanges website 3 Issue opening date 3 working days after filing RHP with RoC Stock Exchanges website 4 Availability of application forms Till issue closure date Stock Exchanges website 5 Availability of material documents for inspection by investors Till issue closure date Address given in Offer Document 6 Availability of General Information Document Till issue closure date LM website and stock exchange website 7 Price Band Advertisement 2 working days prior to issue opening d....
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....ID, if applicable, are mentioned in their Bid cum Application Form and that the name of the Bidder, the DP ID, Client ID, the PAN and UPI ID, if applicable, entered into the online IPO system of the Stock Exchanges by the relevant Designated Intermediary, as applicable, matches with the name, DP ID, Client ID, PAN and UPI ID, if applicable, available in the Depository database Don'ts 1. Do not Bid for lower than the minimum Bid size 2. Do not submit the Bid for an amount more than funds available in your ASBA account 3. If you are a Retail bidder and are using UPI mechanism, do not submit more than one ASBA Form for each UPI ID 4. Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID 5. Do not submit a Bid/revise a Bid Amount, with a price less than the Floor Price or higher than the Cap Price 6. Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares or the Bid Amount) at any stage, if you are a QIB or a Non-Institutional Bidder. Retail Individual Bidders can revise or withdraw their Bids on or before the Bid/ Offer Closing Date. S=31 INVESTOR GRIEVANCE REDRESSAL MECHANISM AND HOW TO ACCESS....
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....hall respond to / escalated promptly 1. Availability of application form 2. Availability of offer document 3. Process for participating in the issue / mode of payments 4. List of SCSBs / syndicate members 5. Date of issue opening / closing / allotment / listing 6. Technical setbacks in net-banking services provided by SCSBs / UPI mechanism 7. Any other query of similar nature RESPONSIBILITIES OF INVESTORS (EXPECTATIONS FROM THE INVESTORS) 1. Read and understand the terms of offer documents, application form, and issue related literature carefully and fully before investing. 2. Consult own tax consultant with respect to the specific tax implications 3. Provide full and accurate information in the application form as maybe required while making an application and keep records of the same. 4. Ensure active demat/ broking account before investing. 5. Ensure correctness of all Demographic Details Bidder's address, name of the Bidder's father or husband, investor status, occupation, bank account details, PAN and UPI ID 6. Provide full and accurate details when making investor grievances to merchant bankers. 7. ASBA Bidders must provi....
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....te in the tender offer buyback by submitting documents disclosed in the public announcement and/or letter of offer; Physical Shareholders can participate in the open market buyback after dematerialising their Shares 4. All eligible shareholders may place orders in the Acquisition Window provided by stock exchange, through their respective stock brokers; 5. Post closure, offer closing advertisement is published. A. TIMELINES - BUYBACK (OPEN MARKET) Sr. No. Activity Timeline for which activity takes place Information where available 1 Public Announcement Within 2 WDs from Board or Shareholder's meeting in which buyback proposal is approved Website of SEBI, Stock Exchanges & Company 2 Opening of offer Within 7 WDs from PA Website of Stock Exchanges 3 Securities bought back Daily basis till closure of offer Website of Stock Exchanges and Company 4 Closure of offer Earlier of: Six months; or Total buyback size utilised; or 50% of total buyback size utilised and board of directors chooses to close Website of Stock Exchanges Sz31 5 Acceptance of Equity Shares Upon the relevant pay out by Stock Exchanges Website of Stock Exchanges 6 Verification of acceptances Wit....
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....unt and the PAN belong to the same eligible shareholder; 3. In case shares are held in physical Form, shareholder should ensure that the correct share certificates are attached along with the Tender Form 4. Ensure that the signatures registered with the Company and the signature on the Tender Form are the same. Don'ts 1. The tender form and other relevant documents should not be sent to the company or to the manager to the buyback. 2. It is not mandatory for eligible shareholders holding and tendering equity shares in demat form to submit the tender form and the Transaction Registration Slip (TRS) given by the Broker on bidding of offer 3. The Equity Shares tendered by Shareholders holding Demat Shares or Physical Shares would be liable to be rejected if the grounds mentioned in Offer Document are not complied with. INVESTOR GRIEVANCE REDRESSAL MECHANISM AND HOW TO ACCESS IT Investor Complaint Y Issuer (for email ID refer to Offer Documents) / SEBI (www.sebi.gov.in) / Stock Exchanges (www.nseindia.com; www.bseindia.com) · Merchant Banker (for email ID refer to Offer Documents) Registrar to Issue/Offer (for email ID refer to Offer Docum....
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....ate action like takeover, buyback, dividend, bonus, splits etc. 2. For buyback through: a. open market method, shareholders can refer public announcement to understand the no. of shares, quantum, objective of buyback and maximum buyback price; and b. tender method, shareholders can refer public announcement and letter of offer to understand no. of shares, quantum, objective of buyback, entitlement ratio and buyback price; 3. Documents related to buyback are made available on the websites of Company, SEBI, Stock Exchange(s) and Investors should read the details carefully 4. Shareholders should read letter of offer and public announcement carefully and fully before tendering their shares including its taxation effects 5. Shareholders should ensure that their demat account is active. INVESTOR CHARTER- DELISTING OF EQUITY SHARES VISION STATEMENT: To continuously earn trust of investors and emerge as solution provider with integrity. MISSION STATEMENT: 1. Act in investors' best interests by understanding needs and developing solutions. 2. Enhance and customise value generating capabilities and services. 3. Disseminate complete information to i....
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....etter of Offer 7 8 Closing of the Delisting offer On 5th WDs Stock Exchanges website Acceptance and Settlement of Shares Within 5 WDs from post offer public announcement or through secondary market settlement mechanism as the case may be Stock Exchanges website 9 Date of post offer advertisement Within 2 WDs of closure of bidding period Website of Stock Exchanges & Company 10 Dispatch of Exit letter to residual shareholders After delisting order of stock exchange and remains valid for 1 year Website of Company Sz31 RIGHTS OF INVESTORS 1. All the Public Shareholders registered or unregistered, who own fully paid equity shares of the Company any time before the closure of the Open Offer are eligible to participate in the Open Offer. 2. Rights to inspect the material documents as listed out in the letter of offer during the tendering period. 3. Shareholders can obtain letter of offer along with tender forms from the Registrar to the offer or Manager to the offer and can also download from the website of the Stock Exchanges. DO's and DON'Ts FOR INVESTORS Dos 1. Ensure completed Tender Forms are submitted within the period stipulated in the Letter ....
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....e, wherever Between T and X S=31 6 required Manager to the offer to respond to the Shareholder with the reply Upto X+3 7 Best efforts will be undertaken by manager to the offer to respond to the grievance within T+30 Nature of shareholder grievance for which the aforesaid timeline is applicable 1. Delay in receipt of consideration upon acceptance of shares 2. Any other grievance as may be informed from time to time Mode of receipt of shareholder grievance The following modes of receipt will be considered valid for processing the grievances in the timelines discussed above 1. Letter from the shareholder addressed to the manager to the offer at its address mentioned in the offer document, detailing nature of grievance, details of application, details of bank account, date of application etc 2. E-mail from the shareholder addressed to the manager to the offer at its e-mail ID mentioned in the offer document, detailing nature of grievance, details of application, details of bank account, date of application etc 3. On SEBI Complaints Redress System (SCORES) platform. Nature of enquiries for which the Manager to the offer shall endeavour to resolve suc....
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....ewspapers to enable shareholders make an informed decision; 7. Facility for Physical Shareholders to participate in the takeover process by submitting documents disclosed in the letter of offer; 8. All eligible shareholders may place orders in the Acquisition Window provided by stock exchange, through their respective stock brokers; 9. Offer closing advertisement is published in the newspapers. TIMELINES - TAKEOVER Sr. No. Activity Timeline for which activity takes place Information where available 1 Filing of Public Announcement 0 Website of SEBI, Stock Exchanges 2 Filing of Detailed Public Statement Within 5 WDs of filing PA with SEBI, Stock Exchange and Target Company Website of SEBI, Stock Exchanges 3 Dispatch of Letter of Offer Within 7 working days of receipt of observation letter from SEBI Website of SEBI, Stock Exchanges Sz31 4 Publication of Independent Director's recommendation 2 WDs prior to commencement of tendering period Website of SEBI, Stock Exchanges 5 Offer Opening Ad 1 WDs prior to commencement of tendering period Website of SEBI, Stock Exchanges 6 Offer Opens not later than 12 WDs from the date of receipt of observation letter from S....
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.... INVESTOR GRIEVANCE REDRESSAL MECHANISM AND HOW TO ACCESS IT Investor Complaint Issuer (for email ID refer to Offer Documents) / SEBI (www.sebi.gov.in) / Stock Exchanges (www.nseindia.com; www.bseindia.com) · Merchant Banker (for email ID refer to Offer Documents) Registrar to Issue/Offer (for email ID refer to Offer Document) · Scores (https:/scores.gov.in) TIMELINES FOR RESOLUTION OF SHAREHOLDER GRIEVANCES IN TAKEOVER Sr. No Activity No. of calendar days 1 Shareholder grievance received by the manager to the offer T 2 Manager to the offer to identify the concerned intermediary T+1 S=31 and it shall be endeavored to forward the grievance to the concerned intermediary/ies on T day itself. 3 The concerned intermediary/ies to respond to the manager to the offer with an acceptable reply X 4 Shareholder may escalate the pending grievance, if any, to the functional head / head of department of manager to the offer T+21 5 Manager to the offer, the concerned intermediary/ies and the Shareholder shall exchange between themselves additional information related to the grievance, wherever required Between T and X 6 Manager to the offer to respo....
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....Resolve d during the particul ar month* Total Pendin g during the particul ar month # Pending complain ts > 1 month Average Resoluti on time^I (in days) 1 Directly from Investors 2 SEBI (SCORES) 3 Stock Exchanges (if relevant) 4 Other Sources (if any) 5 Grand Total Trend of monthly disposal of complaints (For 5 months on rolling basis)- SN Month Carried from month forward previous Received during the particular month Resolved during the particular month * Pending at the end of the particular month # 1 January, 2022 2 February, 2022 3 March, 2022 4 April, 2022 5 May, 2022 Grand Total S=31 ^ Average Resolution time is the sum total of time taken to resolve each complaint in days, in the current month divided by total number of complaints resolved in the current month. * Inclusive of complaints of previous months resolved in the current month. #Inclusive of complaints pending as on the last day of the month. Trend of annual (Calendar year) disposal of complaints (For 5 years on rolling basis)- SN Year Carried forward from previous year Received during the particular year Resolved during the particular year Pending at the end of the particular year ....
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....utation, or operations if shared outside organizations involved. How may it be shared: Recipients may only share TLP: AMBER information with members of their own organization, and with clients or customers who need to know the information to protect themselves or prevent further harm. Sources are at liability to specify additional intended limits of the sharing: these must be adhered to.) S=31 For Merchant Bankers Dear Investor, In case of any grievance/complaint against the Merchant Banker: . Please contact Compliance Officer of the Merchant Banker (Name and Address)/ email-id ([email protected]) and Phone No. - 91-XXXXXXXXXX. . You may also approach CEO / email-id(xxx.email.com) and Phone No .- 91- XXXXXXXXXX . If not satisfied with the response of the Merchant Banker 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 1800227575/ 18002667575. Sz31 PRINCIPLES FOR OUTSOURCING FOR INTERMEDIARIES 1. A Merchant Banker shall not outsource its core merchant banking activities such as due diligence act....
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....n case of non- performance or failure by a third party by having suitable back-up arrangements; 3.1.3. Regulatory status of the third party, including its fitness and probity status; 3.1.4. Situations involving conflict of interest between the merchant banker and the third party and the measures put in place by the merchant banker to address such potential conflicts, etc. 3.2. While there shall not be any prohibition on a group entity / associate of the merchant banker to act as the third party, systems shall be put in place to have an arm's length distance between the merchant banker and the third party in terms of infrastructure, manpower, decision-making, record keeping, etc. for avoidance of potential conflict of interests. Necessary disclosures in this regard shall be made as part of the contractual agreement. It shall be kept in mind that the risk management practices expected to be adopted by a merchant banker while outsourcing to a related party or an associate would be identical to those followed while outsourcing to an unrelated party. 3.3. The records relating to all activities outsourced shall be preserved centrally so that the same is readily accessibl....
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....ing financial soundness, to perform the outsourcing work within the timelines fixed; 5.2.2. compatibility of the practices and systems of the third party with the intermediary's requirements and objectives; 5.2.3. market feedback of the prospective third party's business reputation and track record of their services rendered in the past; 5.2.4. level of concentration of the outsourced arrangements with a single third party; and 5.2.5.the environment of the foreign country where the third party is located. S=31 6. Outsourcing relationships shall be governed by written contracts / agreements / terms and conditions (as deemed appropriate) {hereinafter referred to as "contract"} that clearly describe all material aspects of the outsourcing arrangement, including the rights, responsibilities and expectations of the parties to the contract, client confidentiality issues, termination procedures, etc. 6.1. Outsourcing arrangements shall be governed by a clearly defined and legally binding written contract between the intermediary and each of the third parties, the nature and detail of which shall be appropriate to the materiality of the outsourced activity in....
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....ng its respective regulatory obligations, nor the regulator from exercising its regulatory powers; and 6.2.13. provides for the intermediary 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. 7. The merchant banker and its third parties shall establish and maintain contingency plans, including a plan for disaster recovery and periodic testing of backup facilities. 7.1. Specific contingency plans shall be separately developed for each outsourcing arrangement, as is done in individual business lines. 7.2. A merchant banker shall take appropriate steps to assess and address the potential consequence of a business disruption or other problems at the third party level. Notably, it shall consider contingency plans at the third party; co-ordination of contingency plans at both the merchant banker and the third party; and contingency plans of the merchant banker in the event of non-performance by the third party. 7.3. To ensure business continuity, robust information technology security is a necessity. A breakdown in the IT capacity may impai....
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....ers 3. RMB Circular No. 1 (2002-2003) dated September 17, 2002 Conditions for granting registration to applicants notwithstanding that a connected persons has been previously granted registration 4. SEBI Cir. No. PMD/MBD/AK/24351/2002 dated December 17, 2002 Application procedure for registration/renewal as Merchant Banker 5. MIRSD/ DPSIII/ Cir-24/ 08 dated July 25, 2008 Designated e-mail ID for regulatory communication with SEBI-Merchant Bankers 6. SEBI Circular No. MIRSD/DPS III/Cir- 01/07 dated January 22, 2007 Exclusive e-mail ID for redressal of Investor Complaints 7. SEBI Circular No. CIR/MIRSD/14/2011 dated August 02, 2011 Revised procedure for seeking prior approval for change in control through single window 8. SEBI Circular No. SEBI/HO/MIRSD/MIRSD1/CIR/P/2017/38 dated May 02, 2017 Online Registration Mechanism for Securities Market Intermediaries 9. SEBI Cir. No. MIRSD/DPS-2/MB/Cir- 16/2008 dated May 06, 2008 Reporting of information on a half yearly basis- Merchant Bankers 10. SEBI Circular No. CIR/MIRSD/7/2011 dated June 17, 2011 Periodical report- Grant of prior approval to merchant bankers 11. SEBI Circular No. CIR/MIRSD/6/2012 dated May 14, 2012 Review of Re....