The SEBI Master Circular SEBI/HO/CFD/PoD-1/P/CIR/2023/157 dated September 26, 2023 consolidates all existing circulars for Registered Merchant Bankers, outlining their various obligations. This compilation aims to provide a clear overview of key action items, due dates, relevant links, email IDs, and references to annexures within the circular. Key requirements include online submission of registration applications and other details via the SEBI Intermediary Portal. Merchant Bankers must also inform SEBI of a designated email ID for investor complaints and regulatory communication. Prior approval from SEBI is required for changes in control, and the transferee must obtain fresh registration if not already registered in the same capacity. Regulatory compliance involves submitting half-yearly reports electronically to SEBI, certified by a compliance officer. Additionally, Merchant Bankers must disclose their public issue track record for three years post-listing on their websites and in offer documents. Investor Charters and complaint data must also be displayed on their websites, updated by the 7th of the succeeding month. Compliance with CERT-in advisories for financial sector organizations, particularly regarding SaaS-based solutions, must be reported in half-yearly submissions. The circular also covers guidelines on outsourcing activities, preventing the circulation of unauthenticated news, and managing conflicts of interest.
S.No. |
Particular |
Action Item |
Due date, if any |
Remarks, if any |
Link, if any |
Format. If any |
1 |
SEBI Intermediary Portal |
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. |
NA |
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. |
SIB Portal |
NA |
2 |
SEBI queries and clarifications |
022-26449364 |
NA |
NA |
portalhelp @sebi.gov.in |
NA |
3 |
Designated e-mail ID for redressal of investor complaints and regulatory communication with SEBI |
inform to SEBI at mb@sebi.gov.in |
NA |
NA |
NA |
Annexure I |
4 |
Prior approval for change in control |
an online application to SEBI for prior approval through the SEBI Intermediary Portal |
NA |
the prior approval granted by SEBI shall be valid for a period of six months from the date of SEBI’s approval |
NA |
Annexure II |
5 |
Transfer of business by SEBI registered intermediaries to other legal entity |
The transferee shall obtain fresh registration from SEBI in the same capacity before the transfer of business if it is not registered with SEBI in the same capacity. |
NA |
NA |
NA |
NA |
6 |
Regulatory Compliance and Periodic Reporting |
The Merchant Bankers 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. |
June 30th and Dec 31 |
1. compliance officer shall certify the above half-yearly reports and shall submit such reports to SEBI. Such reports shall be submitted in two files– one file in pdf format and the other in excel format. 2. The pdf/excel files containing the half-yearly report is required to be sent to email ID mb@sebi.gov.in with the subject/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. |
NA |
Annexure III |
7 |
Disclosure of Track Record of the public issues managed by Merchant Bankers |
to disclose the track record of the performance of the public issues managed by them. The track record is required to be disclosed for a period of three financial years from the date of listing for each public issue managed by the merchant banker |
For 3 yrs from the date of Listing |
track record shall be disclosed on the website of the merchant banker and a reference to this effect shall be made in the offer documents of public issues managed in the future. |
NA |
Annexure IV |
8 |
Publishing Investor Charter and Disclosure of Complaints by Merchant Bankers on their Websites |
All the registered merchant bankers shall disclose on their website, Investor Charter for each category |
NA |
NA |
NA |
Annexure V |
9 |
Details of the Complaints |
disclose on their respective websites, the data on complaints received against them or against issues dealt by them and redressal thereof, on each of the aforesaid categories separately as well as collectively, latest by 7th of succeeding month, |
7th of the succeeding month |
NA |
NA |
Annexure VI |
10 |
Indian Computer Emergency Response Team (CERT-in) had issued an advisory for Financial Sector organizations. |
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.” |
Along with Half yearly report |
1. Merchant Bankers 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. 2. 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.” |
NA |
Annexure VII |
11 |
Display of information |
NA |
NA |
NA |
NA |
Annexure VIII |
12 |
Prevention of circulation of unauthenticated news by SEBI Registered Market Intermediaries through various modes of communication |
NA |
NA |
Compliance officer is liable |
NA |
NA |
13 |
Guidelines on Outsourcing of Activities by Merchant Bankers |
1. Principles for outsourcing shall be followed.2. Certain activities shall not be outsourced3. Reporting of suspicious transactions to FIU |
NA |
NA |
NA |
NA |
14 |
General Guidelines for dealing with conflicts of interest of merchant bankers and their associated persons in Securities Market |
Comply with the guidelines |
NA |
NA |
NA |
NA |
What I have tried to do in my article is to provide the reader with all the obligations that the circular entails on the Merchant Bankers and to also give the key action items from merchant bankers perspective and due dates, links and relevant mail IDs and reference to the format annexure in the circular along with my remarks. Hope it helps. If you have any additional queries please feel free to reach out to me at Mayank.rawal337@gmail.com
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