SECURITIES AND EXCHANGE BOARD OF INDIA (BANKERS TO AN ISSUE) REGULATIONS, 1994

6A · Criteria for fit and proper person.

8A · Conditions of registration.

8B · Period of validity of certificate.

12 · .

16A · Appointment of compliance officer.

1 · [(a) "Act" means the Securities and Exchange Board of India Act, 1992 (15 of 1992);

2 · [(aa) "banker to an issue" means a scheduled bank or such other banking company as may be specified by the Board from time to time, carrying on any of the activities, including :—

1 · Inserted by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment) Regulations, 2006, w.e.f, 7-9-2006.

2 · Substituted by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment) Regulations, 2021, w.e.f, 30-7-2021. Prior to its substitution, clause (e) read as under:

3 · [(v) providing escrow services for the purposes of issue management, buyback, delisting, or open offer, as required under the relevant regulations made by the Board;

7 · [(ae) "Change in control" in case of a body corporate –

8 · [***]

3 · Inserted by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment) Regulations, 2024, w.e.f. 20-11-2024.

4 · Substituted the words and symbols "clause (7) of section 2 of the Companies Act, 1956 (1 of 1956)" with "clause (11) of section 2 of the Companies Act, 2013 (18 of 2013)" by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment) Regulations, 2021, w.e.f, 30-7-2021.

5 · The words "initial or permanent" was omitted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016. Prior to this the words "initial or permanent" were inserted by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment) Regulations, 2011, w.e.f. 05-07-2011.

6 · Omitted by Securities and Exchange Board of India (Change in conditions of Registration of Certain Intermediaries) (Amendment) Regulations, 2011. Prior to the omission clause (ad) read as under: "(ad) change of status or constitution" in relation to a banker to an issue—

7 · Substituted by the Securities and Exchange Board of India (Change in Control in Intermediaries) (Amendment) Regulations, 2023 w.e.f. 17-1-2023. Prior to its substitution, clause (ae) read as under:

9 · [(ca) "issue" means an offer of sale or purchase of securities by any body corporate or by any other person or group of persons on his or its or their behalf, as the case may be, to or from the public, or the holders of securities of such body corporate or person or group of persons;]

10 · [(e) "scheduled bank" means a bank included in the Second Schedule of the Reserve Bank of India Act, 1934 (2 of 1934);]

16 · [(2)] An application 17 [ *** ] for grant of a certificate 18 [of 19 [ *** ] registration] as banker to an issue shall be made to the Board in Form A.

8 · Clause (a) omitted by the Securities and Exchange Board of India (Procedure for Holding Enquiry by Enquiry Officer and Imposing Penalty) Regulations, 2002, w.e.f. 27-09-2002. Prior to the omission clause (a) read as under:

9 · Inserted by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment) Regulations, 2006, w.e.f, 7-9-2006.

10 · Substituted by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment) Regulations, 2006, w.e.f, 7-9-2006. Prior to its substitution, clause (e) read as under:

11 · Words "and the rules" were omitted by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment) Regulations, 2006, w.e.f, 7-9-2006.

12 · Words "or the rules, as the case may be" were omitted by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment) Regulations, 2006, w.e.f, 7-9-2006.

13 · Inserted by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment) Regulations, 2011, w.e.f. 05-07-2011.

14 · The word "initial" was omitted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016.

15 · Inserted by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment) Regulations, 2024, w.e.f. 20-11-2024.

16 · Substituted for "(1)" by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment) Regulations, 2024, w.e.f. 20-11-2024.

17 · The words "by scheduled bank" was omitted by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment) Regulations, 2021, w.e.f. 30-7-2021.

18 · Inserted by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment) Regulations, 2011, w.e.f. 05-07-2011.

20 · [ 21 [(3)] An application for registration made under sub-regulation 22 [(2)] shall be accompanied by a non-refundable application fee as specified in Schedule II.]

23 · [(4)] Notwithstanding anything contained in sub-regulation 24 [(2)], any application made prior to coming into force of these regulations containing such particulars or as near thereto as mentioned in Form A shall be treated as an application made in pursuance of sub-regulation 25 [(2)] and dealt with accordingly.

19 · The word "initial" was omitted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016.

20 · Inserted by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment) Regulations, 2006, w.e.f, 7-9-2006.

21 · Substituted for "(1A)" by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment) Regulations, 2024, w.e.f. 20-11-2024.

22 · Substituted for "(1)" by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment) Regulations, 2024, w.e.f. 20-11-2024.

23 · Substituted for "(2)" by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment) Regulations, 2024, w.e.f. 20-11-2024.

24 · Substituted for "(1)" by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment) Regulations, 2024, w.e.f. 20-11-2024.

25 · Substituted for "(1)" by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment) Regulations, 2024, w.e.f. 20-11-2024.

27 · [(cc) the applicant is a fit and proper person;]

28 · [Criteria for fit and proper person

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.]

29 · [7. Grant of certificate of 30 [***] registration.

32 · [(2) The certificate of registration granted under sub- regulation (1) shall be valid unless it is suspended or cancelled by the Board.]

33 · [(3) The bankers to an issue who has already been granted certificate of registration by the Board, prior to the commencement of the Securities and

26 · The words "or such other banking company as specified by the Board" was inserted by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment) Regulations, 2021, w.e.f. 30-7-2021.

27 · Inserted by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment) Regulations, 1998, w.e.f. 05-01-1998.

28 · Substituted by the Securities and Exchange Board of India (Intermediaries) Regulations, 2008, w.e.f. 2605-2008. Prior to its substitution, the Regulation 6A as inserted by the Securities and Exchange Board of India (Criteria for Fit and Proper Person) Regulations, 2004, w.e.f. 20-03-2004, read as under:

29 · Substituted by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment) Regulations, 2011. Prior to the substitution, the Regulation read as under:

30 · The word "initial" was omitted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016.

31 · The word "initial" was omitted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016.

32 · Substituted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016. Prior to substitution it read as under:

33 · Substituted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016. Prior to substitution it read as under:

7A · 35[***]

8 · 36[***]

34 · The word "initial" was omitted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016.

35 · Omitted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016. Prior to omission Regulation 7A was inserted by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment) Regulations, 2011, w.e.f 05-07-2011 and read as under:

36 · Omitted by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment) Regulations, 2011 w.e.f. 05-07-2011. Prior to omission the regulation read as under:

8 · (1) Three months before the expiry of the period of certificate, the banker to an issue, may if he so desires, make an application for renewal in Form A.

36 · [(1A) An application for renewal made under sub-regulation (1) shall be accompanied by a non-refundable application fee as specified in Schedule II.]

37 · [Conditions of registration.

8A · 38[(1)Registration granted under regulation 7 shall be subject to the following conditions, namely – "]

40 · [(c) it shall pay the fees for registration, in the manner provided in these regulations.]

37 · Inserted by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment) Regulations, 2006, w.e.f. 07-09-2006.

38 · Substituted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016. Prior to substitution it read as under:

39 · Substituted the words "to change its status or constitution" with "change in control" by Securities and Exchange Board of India (Change in conditions of Registration of certain Intermediaries) (Amendment) Regulations, 2011, w.e.f. 19-04-2011.

40 · Substituted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016. Prior to substitution it read as under:

41 · Substituted for "one month" by the Securities and Exchange Board of India (Facilitation of Grievance Redressal Mechanism) (Amendment) Regulations, 2023 w.e.f. 18-08-2023.

42 · [(f) it shall immediately intimate the Board, details of changes that have taken place in the information that was submitted, while seeking registration.]

8B · 43 [***]

45 · [(2) The refusal to grant registration, shall be communicated by the Board within thirty days of such refusal to the applicant stating therein the grounds on which the application has been rejected.]

10 · 46[***]

42 · Inserted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016.

43 · Omitted by Securities and Exchange Board of India (Bankers to an Issue) (Amendment) Regulations, 2011, w.e.f. 05-07-2011. Prior to the omission regulation 8B read as under:

8B · The certificate of registration granted under regulation 7 and its renewal granted under regulation 8, shall be valid for a period of three years from the date of its issue".

45 · Substituted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016. Prior to substitution it read as under:

46 · Omitted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016. Prior to omission it read as under:

46 · [10. Effect of refusal to grant certificate of permanent registration.

10 · Any scheduled bank whose application for a certificate has been refused by the Board shall on and from the date of the receipt of the communication under sub-regulation (2) of regulation 9 cease to carry on any activity as banker to an issue."

47 · Substituted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016. Prior to substitution it read as under:

48 · Substituted by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment) Regulations, 2018, w.e.f. 30-05-2018. Prior to substitution it read as "three".

15 · Every banker to an issue shall inform the Board forthwith if any disciplinary action is taken by the Reserve Bank against the banker to an issue only in relation to issue payment work :

16 · Every banker to an issue shall abide by the code of conduct as specified in Schedule III.

49 · [Appointment of compliance officer.

16A · (1) Every banker to an issue shall appoint a compliance officer who shall be responsible for monitoring the compliance of the Act, rules and regulations, notifications, guidelines, instructions, etc., issued by the Board or the Central Government and for redressal of investors' grievances.

50 · [Grievance Redressal Mechanism.

16B · (1) The banker to an issue shall redress investor grievances promptly but not later than twenty-one calendar days from the date of receipt of the grievance and in such manner as may be specified by the Board.

51 · [Investor Charter.

16C · The banker to an issue shall ensure compliance with the Investor Charter specified by the Board from time to time.]

17 · The Board may request the Reserve Bank of India to undertake inspection of the books of account, records and documents of the banker to an issue for any of the purposes specified in regulation 18.

49 · Inserted by the Securities and Exchange Board of India (Investment Advise by Intermediaries) (Amendment) Regulations, 2001, w.e.f. 29-05-2001.

50 · Inserted by the Securities and Exchange Board of India (Facilitation of Grievance Redressal Mechanism) (Amendment) Regulations, 2023 w.e.f. 18-08-2023.

51 · Inserted by the Securities and Exchange Board of India (Investor Charter) (Amendment) Regulations, 2025 w.e.f. 10-02-2025.

19 · The Reserve Bank shall on a receipt of a request from the Board as soon as possible take steps to undertake inspection of the banker to an issue for such purposes as may be required by the Board in such manner as it may deem fit.

20 · (1) It shall be the duty of every director, proprietor, partner, officer and employee of the banker to an issue, who is being inspected, to produce to the inspecting authority such books, accounts and other documents in his custody or control and furnish him with the statements and information relating to his activities as a banker to an issue within such time as the Reserve Bank may require.

21 · The Reserve Bank of India shall, as soon as may be possible furnish to the Board a copy of the inspection report together with the copies of relevant documents in support of the observations made by the inspecting authority.

52 · [Action on inspection or investigation report.

22 · 53 [The Board shall, after consideration of inspection or investigation report, take such action as it may deem fit and appropriate including action under

52 · Substituted by the Securities and Exchange Board of India (Procedure for Holding Enquiry by Enquiry Officer and Imposing Penalty) Regulations, 2002, w.e.f., 27-09-2002.

53 · Substituted by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment) Regulations, 2021, w.e.f, 30-7-2021. Prior to the substitution, the regulation read as under:

54 · [Liability for action in case of default

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.]

24 · to 31. 55[***]

32 · (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 57 [***] relating to testing new products, processes, services, business models, etc. in live environment of regulatory sandbox in the securities markets.

54 · Substituted by the Securities and Exchange Board of India (Intermediaries) Regulations, 2008, w.e.f. 2605-2008. Prior to the substitution, the regulation read as under:

55 · Regulations 24 to 31 omitted by the Securities and Exchange Board of India (Procedure for Holding Enquiry by Enquiry Officer and Imposing Penalty) Regulations, 2002, w.e.f. 27-09-2002.

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

57 · 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.

58 · The words "/Regulation 7A" were omitted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016.

59 · Substituted the words and sign "Application for grant / renewal of certificate of registration as bankers to issue" by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment) Regulations, 2011, w.e.f. 05-07-2011.

60 · The words "initial/permanent" were omitted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016.

1 · 1 Name

1 · 2 Address of registered office of the Bank :

1 · 3 Application to Securities and Exchange Board of India for other intermediary activity: .....................................................

2 · 1 Date and Place of Incorporation

2 · 2 Organisation Chart : General Organisation and specific activity (i.e., applied for registration). Also state the functional responsibility.

2 · 3 Particulars of all Directors and key management personnel:—[for other than public sector banks only

2 · 4 Number of employees

2 · 5 List of major shareholders (holding 5% or more voting shares) Name, Shareholding pattern i.e. No. of shares and its % to total capital)

3 · 0 Details of infrastructural facilities (To be used for specific activity)

3 · 1 Data processing capacity

3 · 2 Computer facility :

3 · 3 Communication and manpower facilities available at controlling branch/head office and at various branches

4 · 0 Financial Information

4 · 1 Capital Structure

4 · 2 Net Profit

4 · 3 Income (From specific activity of Banker to an issue)

5 · 0 Other information (For specific activity of Banker to an issue)

5 · 1 Details of all settled and pending disputes : Nature of dispute Name of the party Pending/settled

5 · 2 Indicate involvement in any economic and criminal offences in the last three years (For directors)

5 · 3 Any other information considered relevant to the nature of services rendered by the company

5 · 4 Name and Address of the Auditors

6 · 0 Business information

6 · 1 Indicate type of activities carried on/proposed to be carried on. (Collection Bankers for : Application money and/or Allotment money, Refund Bankers, Paying Bankers for payment of dividend/interest warrant).

6 · 2 Describe modus operandi for handling applications, processing them and for co-ordination between branches, remittance of money, collection and accounting for funds, function of refund bankers.

6 · 3 Enclose a copy of typical contract entered with the client for the services rendered.

6 · 4 Enclose list of centres at which the bank has branches out of centre notified by the Ministry of Finance.

7 · 0 Experience

7 · 1 Experience as bankers as to the issue (period to be indicated) (Services provided during last year)

7 · 2 List of clients (Corporate clients only)

62 · [Certificate of Registration]

61 · Substituted for the words "Regulation 7/ 7A" by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016. Prior to this, the words "Regulation 7/ 7A" substituted the word "Regulation 7" by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment) Regulations, 2011, w.e.f. 05-07-2011.

62 · Substituted for the words "Certificate of Initial/Permanent Regulation" by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016.

63 · Substituted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016. Prior to substitution paragraph III as substituted by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment) Regulations, 2011, w.e.f. 05-07-2011.

64 · [1. Every banker to an issue shall pay fees of 65 [twenty lakh] rupees at the time of grant of certificate of 66 [***] registration.

1A · 67[***]

68 · [2. A banker to an issue who has been granted a certificate of registration, to keep its registration in force, shall pay fee of nine lakh rupees every three years from the sixth year, from the date of grant of certificate of registration or from the date of grant of certificate of initial registration granted prior to the commencement of the Securities and Exchange Board of India (Change in Conditions of Registration of Certain Intermediaries (Amendment) Regulations, 2016, as the case may be.]

2 · Every banker to an issue to keep registration in force shall pay renewal fee of 64 [five lakh Rupees] every three years from the fourth year from the date of initial registration."

65 · Substituted for the words "thirteen lakh thirty three thousand and three hundred" by Securities and Exchange Board of India (Payment of Fees) (Amendment) Regulations, 2014 w.e.f. 23-05-2014.

66 · The word "initial" was omitted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016.

67 · Omitted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016. Prior to omission paragraph 1A read as under:

68 · Substituted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016. Prior to substitution paragraph 2 read as under:

3 · (a) The fee referred to in paragraph 1, shall be paid by the banker to an issue within fifteen days from the date of receipt of intimation from the Board under sub-regulation (1) of regulation 7.

70 · [(b) The fee referred to in paragraph 2 shall be paid by the banker to an issue one month before the expiry of the block for which the fee has been paid.]

71 · [3A. The non-refundable fee payable alongwith the application for registration under sub-regulation (1A) of Regulation 3 shall be a sum of fifty thousand rupees.]

72 · [4. The fee specified in paragraphs 1, 2 and 3A shall be payable by bankers to an issue by way of direct credit in the bank account through online payment using SEBI payment gateway.]

69 · Omitted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016. Prior to omission clause (aa) as inserted by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment) Regulations, 2011, w.e.f. 05-07-2011.read as under:

70 · Substituted by the SEBI (Payment of Fees and Mode of Payment) (Amendment) (Regulations) 2021 w.e.f. 05-05-2021. Prior to substitution the clause read as:

71 · Substituted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016. Prior to substitution, paragraph 3A as inserted by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment) Regulations, 2006, w.e.f. 07-09-2006 read as under:

72 · Substituted by the SEBI (Payment of Fees and Mode of Payment) (Amendment) (Regulations) 2021 w.e.f. 05-05-2021. Prior to substitution the clause read as:

73 · [SCHEDULE III

73 · Substituted by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment) Regulations, 2003, w.e.f. 01-10-2003.

9 · A Banker to an issue shall not make any exaggerated statement, whether oral or written to the client, either about its qualification or capability to render certain services or its achievements in regard to services rendered to other clients.

10 · A Banker to an issue shall always endeavour to render the best possible advice to the clients having regard to the clients' needs and the environments and his own professional skill.

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

12 · A Banker to an issue shall avoid conflict of interest and make adequate disclosure of his interest.

13 · A Banker to an issue 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.

14 · A Banker to an issue shall make appropriate disclosure to the client of its possible source or potential areas of conflict of duties and interest while acting as banker to an issue which would impair its ability to render fair, objective and unbiased services.

15 · A Banker to an issue shall not indulge in any unfair competition, which is likely to harm the interests of other bankers to an issue or investors or is likely to place such other bankers to an issue in a disadvantageous position while competing for or executing any assignment.

16 · A Banker to an issue shall not discriminate amongst its clients, save and except on ethical and commercial considerations.

17 · A Banker to an issue 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 and any business remaining outstanding is transferred to another registered person in accordance with any instructions of the affected clients/investors.

18 · A Banker to an issue shall maintain an appropriate level of knowledge and competency and abide by the provisions of the Act, regulations, circulars and guidelines of the Board. The banker to an issue shall also comply with the award of the Ombudsman passed under the Securities and Exchange Board of India (Ombudsman) Regulations, 2003.

19 · A Banker to an issue shall ensure that the Board is promptly informed about any action, legal proceedings, etc., initiated against it in respect of any material breach or non-compliance by it, of any law, rules, regulations, and directions of the Board or of any other regulatory body.

20 · A Banker to an issue shall not make any untrue statement or suppress any material fact in any documents, reports, papers or information furnished to the Board.

21 · A Banker to an issue shall not 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.

22 · A Banker to an issue shall abide by the provisions of such acts and rules, regulations, guidelines, resolutions, notifications, directions, circulars and instructions as may be issued from time to time by the Central Government, the Reserve Bank of India, the Indian Banks Association or the Board and as may be applicable and relevant to the activities carried on by the banker to an issue.

23 · (a) A Banker to an issue or any of his employees shall not render, directly or indirectly, any investment advice about any security in the publicly accessible media, whether real-time or non-real-time, unless a disclosure of its interest including long or short position in the said security has been made, while rendering such advice.

24 · A Banker to an issue or any of its directors, or employee having the management of the whole or substantially the whole of affairs of the business, shall not, either through its account or their respective accounts or through their family members, relatives or friends indulge in any insider trading.

25 · A Banker to an issue 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.

26 · A Banker to an issue shall provide adequate freedom and powers to its compliance officer for the effective discharge of its duties.

27 · A Banker to an issue shall develop its own internal code of conduct for governing its internal operations and laying down its standards of appropriate conduct for its employees and officers in the carrying out of their duties as a banker to an issue and as a part of the industry. Such a code may extend to the maintenance of professional excellence and standards, integrity, confidentiality, objectivity, avoidance of conflict of interests, disclosure of shareholdings and interests, etc.

28 · A Banker to an issue shall ensure that any person it employs or appoints to conduct a business is fit and proper and otherwise qualified to act in the capacity so employed or appointed (including having relevant professional training or experience).

29 · A Banker to an issue shall ensure that it has adequate resources to supervise diligently and does supervise diligently persons employed or appointed by it to conduct business on its behalf.

30 · A Banker to an issue shall be responsible for the acts or omissions of its employees and agents in respect to the conduct of its business.

31 · A Banker to an issue shall ensure that the senior management, particularly decision makers have access to all relevant information about the business on a timely basis.

32 · A Banker to an issue also registered with the Board in other capacity shall endeavour to ensure that arms length relationship is maintained in terms of both manpower and infrastructure between the activities carried out as banker to an issue and other permitted activities.