Securities and Exchange Board of India

SEBI/HO/MIRSD/DOP1/CIR/P/2018/80

May 11, 2018

To,

All Underwriters registered with SEBI

Dear Sir / Madam,

Subject: Master Circular for Underwriters registered with SEBI

1. Securities and Exchange Board of India (SEBI) has been issuing various circulars/directions from time to time. In order to enable the users to have an access to the applicable circulars/directions at one place, Master Circular for Underwriters registered with SEBI has been prepared.

2. This Master Circular is a compilation of the circulars issued by SEBI up to March 31, 2018, which are operational as on the date of this circular. References in the circular to the statutes / Regulations which now stand repealed, have been suitably updated.

3. In case of any inconsistency between the Master Circular and the applicable circulars, the contents of the relevant circular shall prevail.

4. The Master Circular is a compilation of all the existing/ applicable circulars issued by the Market Intermediaries Regulation and Supervision Department of SEBI to Underwriters. Efforts have been made to incorporate applicable provisions of existing circulars issued by other Departments of SEBI relevant to Underwriters.

Yours faithfully,

Surabhi Gupta
Deputy General Manager
Phone No.: 022 -26449315
Email ID: surabhig@sebi.gov.in

Table of Contents

Particulars Page No.
Regulatory Compliance and Periodic Reporting 3
Grievance Redressal Mechanism 8
General obligations 17
Schedule – I – List of Circulars 26

CHAPTER – I – REGULATORY COMPLIANCE AND PERIODIC REPORTING

1. Conditions for granting registration where a connected persons has been granted registration1

1.1. The Board may consider grant of certificate to an applicant, notwithstanding that another entity in the same group has been previously granted registration by the Board, if the following conditions are fulfilled:

1.1.1. The entities are incorporated as separate legal entities.

1.1.2. The entities have independent Board of Directors. Independent Board of Directors for this purpose means that common directors should not be in majority in both the Boards.

1.1.3. There is absolute arm’s length relationship with reference to their operations.

1.1.4. The key personnel and infrastructure are independently available for each entity.

1.1.5. Each entity has independent regulatory controls and supervisory mechanism

1.2. It is also clarified that when as per the above policy, two entities in the same group are granted registration, any action by way of suspension or cancellation of registration taken by SEBI against one entity, may entail action under Regulation 25 of the said Regulations against other entities of the same group registered in terms of the said Regulations.

Explanation: For the purposes of this circular, two entities are considered to be in the same group if:

1. the same person, by himself or in combination with relatives, directly or indirectly exercises control over both the entities or,

2. the entities are related parties as defined under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 or,

3. where one entity directly or indirectly exercises control over the other entity.

[‘Control’ for this purpose means control as defined in regulation 2(1)(e) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011]

2. e-mail ID for regulatory communication with SEBI2

2.1. SEBI has been communicating with the registered market intermediaries, stock exchanges and depositories etc. through circulars, letters, directions etc. SEBI has already put in place a system for issuance of digitally signed circulars with respect to stock exchanges, depositories and merchant bankers.

2.2. In line with the above, it has been decided to extend the system of issuance of digitally signed circulars to all other registered intermediaries.

2.3. In order to facilitate the above, all registered intermediaries are required to create a designated email id for regulatory communications. This email id shall be an exclusive email id only for the above purpose and should not be a person centric email id.

2.4. The Designated e-mail ID shall be communicated to SEBI at intermediary@sebi.gov.in as per the format prescribed at Annexure I.

Notes:-

1 RUW Circular No. 1 (2002-2003) dated September 23, 2002

ANNEXURE

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