THE GAZETTE OF INDIA EXTRAORDINARY PART – III – SECTION 4 PUBLISHED BY AUTHORITY NEW DELHI, MAY 26, 2008 SECURITIES AND EXCHANGE BOARD OF IN

5 · [(n) "wilful defaulter" means any person who is categorized as a wilful defaulter by any bank or financial institution or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India and includes any person whose director, promoter or principal officer is categorized as such.]

1 · Inserted by SEBI (Foreign Portfolio Investors) Regulations, 2014, w.e.f. 07-01-2014.

2 · Inserted by the SEBI (Stock Brokers and Sub- Brokers) (Amendment) Regulations, 2008, w.e.f. 11.08.2008.

3 · Words "foreign institutional investor," omitted by the SEBI (Foreign Portfolio Investors) Regulations, 2014, w.e.f. 7-1-2014.

4 · Substituted for the symbol "." by the SEBI (Intermediaries) (Amendment) Regulations, 2016, w.e.f. 25.05.2016.

5 · Inserted by the SEBI (Intermediaries) (Amendment) Regulations, 2016, w.e.f. 25.05.2016.

6 · [CHAPTER IIIA

16A · (1) No person regulated by the Board or the agent of such a person shall have any direct or indirect association, with another person who-

6 · Inserted by the Securities and Exchange Board of India (Intermediaries) (Amendment) Regulations, 2024, w.e.f. 29.08.2024.

16B · The Board may, in case of violation of any of the provisions of Regulation 16A, take such action as it may deem fit including action under Chapter V of these regulations.]

16C · (1) Any person regulated by the Board who uses artificial intelligence and machine learning tools and techniques, either designed by it or procured from third-party technology service providers, irrespective of the scale and scenario of adoption of such tools for conducting its business and servicing its investors, shall be solely responsible –

7 · Inserted by the Securities and Exchange Board of India (Intermediaries) (Amendment) Regulations, 2025 w.e.f 10.02.2025.

8 · [CHAPTER IIIC

16D · The provisions of this chapter shall be applicable only to Investment Advisers, Research Analysts, Algo Providers empaneled with a recognised stock exchange, and intermediaries permitted by the Board to provide the services of Investment Advisers, Research Analysts and Algorithmic Trading.

16E · (1). The persons referred to in Regulation 16D shall be permitted to make claim of returns or performance in the form of risk and return metrics, which have been verified by a credit rating agency recognized by the Board to carry out the activity of a Past Risk and Return Verification Agency.

8 · Inserted by the Securities and Exchange Board of India (Intermediaries) (Second Amendment) Regulations, 2025 w.e.f 21.03.2025.

16F · The Board may, in case of violation of sub-regulations (1) or (2) of Regulation 16E, take such action as it may deem fit including action under Chapter V of these regulations.]

9 · [(c) "competent authority" means a Whole Time Member or an officer of the Board, not below the rank of a Chief General Manager, as may be designated for the purpose by the Board;]

10 · [(ca) "Executive Director" means an officer of the Board who is appointed as such by the Board;]

9 · Substituted by Securities and Exchange Board of India (Intermediaries) (Amendment) Regulations, 2022, w.e.f. 01.08.2022. Prior to substitution, the provisions read as follows:

10 · Inserted by the Securities and Exchange Board of India (Intermediaries) (Amendment) Regulations, 2017, w.e.f. 21.11.2017

11 · Substituted ibid. prior to substitution, the sub-regulation read as follows:

12 · Substituted by Securities and Exchange Board of India (Intermediaries) (Amendment) Regulations, 2022, w.e.f. 01.08.2022. Prior to substitution, the provisions read as follows:

13 · [(3)] No officer who has conducted investigation or inspection in respect of the alleged violation shall be appointed as a designated authority.

14 · [Holding of enquiry

13 · Re-numbered by the Securities and Exchange Board of India (Intermediaries) (Amendment) Regulations, 2017, w.e.f. 21.11.2017

14 · Substituted by Securities and Exchange Board of India (Intermediaries) (Amendment) Regulations, 2021, w.e.f. 21.01.2021. Prior to substitution, the regulation read as follows:

25 · (1) The designated authority shall, if it finds reasonable grounds to do so, issue a notice to the concerned person requiring him to show cause as to why the certificate of registration granted to it, should not be suspended or cancelled or why any other action provided herein should not be taken.

15 · [Recommendation of action

26 · (1) After considering the material available on record and the reply, if any, the designated authority may by way of a report, recommend the following measures,–

16 · [Order

15 · Substituted by Securities and Exchange Board of India (Intermediaries) (Amendment) Regulations, 2021, w.e.f. 21.01.2021. Prior to substitution, the regulation read as follows:

26 · (1) The noticee shall submit to the designated authority its written representation within the period specified in the notice along with documentary evidence, if any, in support thereof: Provided that the designated authority may extend the time specified in the notice for sufficient grounds shown by the noticee and after recording reasons in writing. (2) If the noticee does not reply to the show cause notice, the designated authority may proceed with the matter exparte recording the reasons for doing so and make recommendation as the case may be on the basis of material facts available before it."

28 · 18[***]

16 · Substituted by Securities and Exchange Board of India (Intermediaries) (Amendment) Regulations, 2021, w.e.f. 21.01.2021. Prior to substitution, the regulation read as follows:

27 · After considering the representations, if any, of the noticee, the facts and circumstances of the case and applicable provisions of law or directions, instructions or circulars administered by the Board the designated authority shall submit a report, where the facts so warrant, recommending, –

17 · Substituted for the words "designated member" by Securities and Exchange Board of India (Intermediaries) (Amendment) Regulations, 2022, w.e.f. 01.08.2022.

18 · Omitted by Securities and Exchange Board of India (Intermediaries) (Amendment) Regulations, 2021, w.e.f. 21.01.2021. Prior to omission, the regulation read as follows:

30 ·

19 · [Summary Proceedings

28 · (1) On receipt of the report recommending the measures from the designated authority, the designated member shall consider the same and issue a show cause notice to the noticee enclosing a copy of the report submitted by the designated authority calling upon the noticee to submit its written representation as to why the action, including passing of appropriate direction, as the designated member considers appropriate, should not be taken.

19 · Substituted by the Securities and Exchange Board of India (Intermediaries) (Second Amendment) Regulations, 2024, w.e.f. 6.12.2024. Prior to its substitution, regulation 30A read as under:

30A · (1). Notwithstanding anything contained in these regulations, the procedure as provided under this regulation shall be applied to -

20 · [(da) a person which fails to-

20 · Inserted by the Securities and Exchange Board of India (Intermediaries) (Third Amendment) Regulations, 2025 w.e.f. 03.01.2026.

33 · The person aggrieved by an order under these regulations may prefer an appeal to the

21 · [CHAPTER V-A

33A · Situations when summary procedure to be followed. -

33B · Procedure to be followed under this chapter

21 · Inserted by the SEBI (Intermediaries) (Amendment) Regulations, 2009, w.e.f. 14.07.2009.

33C · Publication of order. –

33D · (1) The Board may, exempt any person or class of persons from the operation of all or any of the provisions of these regulations for a period as may be specified but not exceeding twelve months, for furthering innovation 23 [***] relating to testing new products, processes, services, business models, etc. in live environment of regulatory sandbox in the securities markets.

22 · Inserted by the SEBI (Regulatory Sandbox) (Amendment) Regulations, 2020, w.e.f. 17-04-2020.

23 · The words "in technological aspects" omitted by the Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2021, w.e.f. 03-08-2021.

24 · Substituted for the words "registered post acknowledgement due" by the Securities and Exchange Board of India (Substitution of Registered Post with Speed Post) (Amendment) Regulations, 2025, w.e.f. 05-12-2025.

1 · 1. Name of the applicant:

1 · 2. Address of the registered office, address for correspondence, telephone numbers, fax numbers, e-mail, website, name and telephone number of the contact person, address of branch office, if any:

1 · 3. Date and place of incorporation/establishment and registration number given by the Registrar of Companies or any other authority:

1 · 4. Legal status of the applicant and the law, under which it is incorporated, established or registered, if any including where the applicant is a listed entity, the details of the exchanges (whether in India or abroad) where the applicant is listed:

1 · 5. Brief description of the principal activity of the applicant: (along with copies of the constitutional documents of the applicant)

1 · 6. Year of commencement of such activities ( if applicable):

1 · 7. Shareholding pattern of the applicant (please set out the names of all such persons who hold whether directly or indirectly more than 5% of the shareholding or voting rights in the company):

1 · 8. Details of significant affiliates of the applicant operating in India or abroad and activities carried out by them including details as regards the legal status of each such affiliates and the law, under which it is incorporated, established or registered, if any

1 · 9. Details of registration / recognition of the applicant with the Board and with other regulatory authorities or with stock exchanges or self regulatory organization (whether in

1 · 10. Details of registration / recognition of each affiliates of the applicant with the Board or with other regulatory authorities or with stock exchanges or self regulatory organizations (whether in India or abroad):

1 · 11 Details of the Compliance Officer:

1 · 12 Details of principal officers:

1 · 13 Details of the Key Management Personnel:

1 · 14 Details of any conviction or any declaration of insolvency/winding-up of the applicant.

1 · 15 Details of actions taken against the applicant or its associates by any regulatory authorities.

2 · 1 Complaints pending for over three months:

2 · 2 Arbitration / litigation cases:

3 · 1 Brief description of the group, if any, to which the applicant belongs. Please confirm the details of the company and the group, tracing them down to the individual persons in control.

4 · 1 Provide the following details of the directors / partners / trustees of the applicant as the case may be:

4 · 2 Names of Promoters of the Applicant should be provided.

5 · Financial Reporting and Disclosure (where the intermediary is active):

5 · 1 Audited balance sheets and profit and loss account statements for the past three years (including notes to accounts);

5 · 2 Net Worth of the applicant for the past three years; segment wise turnover of the applicant (where necessary) [for eg. where the applicant is a stock broker, then the segment wise turnover i.e. turnover under the cash segment, the derivative segment, the commodities segment etc. may be provided)

6 · Details of the taxation authority:

6 · 1 Please provide details of the authority where the applicant is subject to taxation.

6 · 2 Permanent Account Number/Registration Number/Code given by tax authority (if any) of the applicant and its directors, as applicable:

7 · Details of promoters and management personnel

7 · 1 Provide address and contact details (including telephone numbers, email, fax etc.) of the applicant's promoters as specified in Clause 4.2 of Part I of the Form.

7 · 2 Provide details of address and contact details (including telephone numbers, email, fax etc.) of the applicant's management personnel as specified in Clause 4.1 of Part I of the Form.

7 · 3 Provide Director’s Identification Number of the directors of the applicant

8 · Details of any show cause notices received by the applicant from any regulatory authority.

9 · Undertaking and Declarations:

25 · [The applicant or intermediary shall meet the criteria, as provided in the respective regulations applicable to such an applicant or intermediary including:

25 · Substituted by Securities and Exchange Board of India (Intermediaries) (Third Amendment) Regulations, 2021, w.e.f. 17.11.2021. Prior to substitution, the provisions read as follows:

1 · 1 Investors/Clients

1 · 2 High Standards of Service

1 · 3 Exercise of Due Diligence and no Collusion

1 · 4 Fees

2 · 1 Disbursal of Amounts

3 · 1 An intermediary shall ensure that adequate disclosures are made to the clients/investors in a comprehensible and timely manner so as to enable them to make a balanced and informed decision.

3 · 2 An intermediary shall not make any misrepresentation and ensure that the information provided to the clients/investors is not misleading.

3 · 3 An intermediary shall not make any exaggerated statement whether oral or written to the client/investor, either about its qualification or capability to render certain services or its achievements in regard to services rendered to other clients/investors.

3 · 4 An intermediary shall not divulge to anybody, either orally or in writing, directly or indirectly, any confidential information about its clients/investors, which has come to its knowledge, without taking prior permission of its clients/investors except where such disclosures are required to be made in compliance with any law for the time being in force.

4 · 1 An intermediary shall avoid conflict of interest and make adequate disclosure of his interest and shall put in place a mechanism to resolve any conflict of interest situation that may arise in the conduct of its business or where any conflict of interest arises, shall take reasonable steps to resolve the same in an equitable manner. An intermediary shall make appropriate disclosure to the client/investor of its possible source or potential areas of conflict of duties and interest while acting as an intermediary which would impair its ability to render fair, objective and unbiased services.

4 · 2 An Intermediary or any of its directors, or employee having the management of the whole or substantially the whole of affairs of the business, or an associate of the intermediary shall not, either through its account or their respective accounts or through their family members, relatives or friends indulge in any insider trading.

5 · 1 An Intermediary shall ensure that good corporate policies and corporate governance is in place. It shall not engage in fraudulent and manipulative transactions in the securities listed on any stock exchange in India and shall not indulge in any unfair competition (including resorting to unfair means for inducing another intermediaries' clients) which is likely to harm the interests of other intermediaries or investors or is likely to place such other intermediaries in a disadvantageous position while competing for or executing any assignment.

5 · 2 An Intermediary shall take adequate and necessary steps to ensure that continuity in data and record keeping is maintained and that the data or records are not lost or destroyed. It

5 · 3 An Intermediary shall not be a party to or instrumental in or indulge in –

5 · 4 An Intermediary shall co-operate with the Board, or any authority designated by the Board, as and when required and shall not make any untrue statement or suppress any material fact in any documents, reports, papers or information furnished to the Board or neglect or fail or refuse to submit to the Board or other agencies with which it is registered, such books, documents, correspondence and papers or any part thereof as may be demanded/requested from time to time.

5 · 5 An Intermediary shall ensure that any change in registration status /any penal action taken by Board or any material change in financials which may adversely affect the interests of clients/investors is promptly informed to the clients/investors and any business remaining outstanding is transferred to another registered person in accordance with any instructions of the affected clients/investors or as per the instructions of the Board and the provisions of the relevant regulations.

5 · 6 An Intermediary shall maintain an appropriate level of knowledge and competency and abide by the provisions of any act, regulations, circulars and guidelines of the Central Government, the Reserve Bank of India, the Board, the stock exchange or any other applicable statutory or self regulatory or other body, as the case may be, and as may be applicable to the Intermediary in respect of the business carried on by such Intermediary. An Intermediary shall also comply with the award of the Ombudsman passed under the Securities and Exchange Board of India (Ombudsman) Regulations, 2003.

5 · 7 An Intermediary shall ensure that the Board is promptly informed about any action, legal proceedings, etc., initiated against it in respect of any material breach or noncompliance by it, of any law, rules, regulations, and directions of the Board or of any other regulatory body.

6 · 1 An Intermediary shall have internal control procedures and financial and operational capabilities which can be reasonably expected to protect its operations, its clients, investors and other registered entities from financial loss arising from theft, fraud, and other dishonest acts, professional misconduct or omissions.

6 · 2 An Intermediary also registered with the Board in any other capacity/ category shall endeavour to ensure that arms length relationship is maintained in terms of both manpower and infrastructure between the activities carried out as an Intermediary and other permitted activities.

6 · 3 An Intermediary shall establish and maintain adequate infrastructural facility to be able

6 · 4 An Intermediary shall create and maintain the records of all documents and data in their in custody in such manner that the tracing of such document or data is facilitated in the event of loss of original records or documents for any reason.

6A · For the purpose of determining whether an applicant or the banker to an issue is a fit and proper person, the Board may take into account the criteria specified in Schedule II of the Securities and Exchange Board of India (Intermediaries) Regulations, 2008."

23 · A banker to issue who contravenes any of the provisions of the Act, Rules or Regulations framed thereunder shall be liable for one or more actions specified therein including the action under Chapter V of the Securities and Exchange Board of India (Intermediaries) Regulations, 2008."

9A · For the purpose of determining whether an applicant or the collective investment management company is a fit and proper person, the Board may take into account the criteria specified in Schedule II of the Securities and Exchange Board of India (Intermediaries) Regulations, 2008."

5A · For the purpose of determining whether an applicant or the credit rating agency is a fit and proper person the Board may take into account the criteria specified in Schedule II of the Securities and Exchange Board of India (Intermediaries) Regulations, 2008."

6A · For the purpose of determining whether an applicant or the custodian of securities is a fit and proper person the Board may take into account the criteria specified in Schedule II of the Securities and Exchange Board of India (Intermediaries) Regulations, 2008."

6A · For the purpose of determining whether an applicant or the debenture trustee is a fit and proper person the Board may take into account the criteria specified in Schedule II of the Securities and Exchange Board of India (Intermediaries) Regulations, 2008."

6A · For the purpose of determining whether an applicant or the depository and participant is a fit and proper person the Board may take into account the criteria specified in Schedule II of the Securities and Exchange Board of India (Intermediaries) Regulations, 2008."

6A · For the purpose of determining whether an applicant or the foreign institutional investor is a fit and proper person the Board may take into account the criteria specified in Schedule II of the Securities and Exchange Board of India (Intermediaries) Regulations, 2008."

21 · A foreign institutional investor who contravenes any of the provisions of the Act, Rules or Regulations framed thereunder shall be liable for one or more actions specified therein including the action under Chapter V of the Securities and Exchange Board of India (Intermediaries) Regulations, 2008."

8 · Amendment of Securities and Exchange Board of India, (Foreign Venture Capital Investors) Regulations, 2000.

4A · For the purpose of determining whether an applicant or the foreign venture capital investor is a fit and proper person the Board may take into account the criteria specified in Schedule II of the Securities and Exchange Board of India (Intermediaries) Regulations, 2008."

9 · Amendment of Securities and Exchange Board of India, (Merchant Bankers) Regulations, 1992.

6A · For the purpose of determining whether an applicant or the merchant banker is a fit and proper person the Board may take into account the criteria specified in Schedule II of the Securities and Exchange Board of India (Intermediaries) Regulations, 2008."

35 · A merchant banker who contravenes any of the provisions of the Act, Rules or Regulations framed thereunder shall be liable for one or more actions specified therein including the action under Chapter V of the Securities and Exchange Board of India (Intermediaries) Regulations, 2008."

7A · For the purpose of determining whether an applicant or the mutual fund is a fit and proper person the Board may take into account the criteria specified in Schedule II of the Securities and Exchange Board of India (Intermediaries) Regulations, 2008."

30 · A portfolio manager who contravenes any of the provisions of the Act, Rules or Regulations framed thereunder shall be liable for one or more actions specified therein including the action under Chapter V of the Securities and Exchange Board of India (Intermediaries) Regulations, 2008."

6A · For the purpose of determining whether an applicant or the registrar to an issue and share transfer agent is a fit and proper person the Board may take into account the criteria specified in Schedule II of the Securities and Exchange Board of India (Intermediaries) Regulations, 2008."

6A · For the purpose of determining whether an applicant or the underwriter is a fit and proper person the Board may take into account the criteria specified in Schedule II of the Securities and Exchange Board of India (Intermediaries) Regulations, 2008."

25 · An underwriter who contravenes any of the provisions of the Act, Rules or Regulations framed thereunder shall be liable for one or more actions specified therein including the action under Chapter V of the Securities and Exchange Board of India (Intermediaries) Regulations, 2008."

4A · For the purpose of determining whether an applicant or the venture capital fund is a fit and proper person the Board may take into account the criteria specified in Schedule II of the Securities and Exchange Board of India (Intermediaries) Regulations, 2008."