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THE GAZETTE OF INDIA EXTRAORDINARY

regulations · 1992 · State unknown

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Parent: THE SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992 (7c4c1f5343adab106c3a94cafc08a5ecf5957ae7)

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THE GAZETTE OF INDIA EXTRAORDINARY PART III - SECTION 4 PUBLISHED BY AUTHORITY SECURITIES AND EXCHANGE BOARD OF INDIA NOTIFICATION THE TWENTY SECOND DAY OF DECEMBER, 1992 BOMBAY SECURITIES AND EXCHANGE BOARD OF INDIA (MERCHANT BANKERS) REGULATIONS, 1992 No. LE/11112/92. In exercise of the powers conferred by Section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Board with the previous approval of the Central Government hereby makes the following regulations, namely: CHAPTER I PRELIMINARY Short title and commencement (1) These regulations may be called the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992. They shall come into force on the date of their publication in the Official Gazette . Definitions 2[(1)] 1 In these regulations, unless the context otherwise requires,— 2 [***] 3 [(a) "Act" means the Securities and Exchange Board of India Act, 1992 (15 of 1992); (aa) "body corporate" shall have the meaning assigned to it in or under [clause (11) of section 2 of the Companies Act, 2013 (18 of 2013)] 4 ; 1 Inserted by the Securities and Exchange Board of India (Merchant Banker) (Amendment) Regulations, 2021 w.e.f. 30-03-2021 2. 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 omission the clause read as under : (a) "enquiry officer" means any Officer of the Board, or any other person, having experience in dealing with the problems relating to the securities market, who is authorised by the Board under Chapter V; 3 Inserted by the Securities and Exchange Board of India (Merchant Bankers) (Third Amendment) Regulation, 2006, w.e.f., 7-9-2006. (ab) "certificate" means a certificate of 5 [***] regi

Rule TOC

3 · [(a) "Act" means the Securities and Exchange Board of India Act, 1992 (15 of 1992);
1 · Inserted by the Securities and Exchange Board of India (Merchant Banker) (Amendment) Regulations, 2021 w.e.f. 30-03-2021
2 · 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 omission the clause read as under :
3 · Inserted by the Securities and Exchange Board of India (Merchant Bankers) (Third Amendment) Regulation, 2006, w.e.f., 7-9-2006.
7 · [(ad) "Change in control" in case of a body corporate –
8 · [(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 its or his 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 through a merchant banker;
4 · Substituted by Securities and Exchange Board of India (Merchant Banker) (Amendment) Regulations, 2021 w.e.f. 30-03-2021
5 · The words "initial or permanent" were omitted by the Securities and Exchange Board of India (Change In
6 · Omitted by the (Change in conditions of Registration of Certain Intermediaries) (Amendment) Regulations, 2011. w.e.f. 19-04-2011. Prior to the omission the clause read as under:
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 the substitution, clause (ad) read as under:
8 · Inserted by the Securities and Exchange Board of India (Merchant Bankers) (Third Amendment) Regulations, 2006., w.e.f., 7-9-2006.
9 · [(d) "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 administration of merchant banking activities and all other operations of the merchant banker:
12 · [(g) "underwriter" means a person who engages in the business of underwriting of an issue of securities of a body corporate;
13 · [(2) Words and expressions used but not defined in these regulations shall have the same meaning as have been assigned to them under the Act or the Securities Contracts (Regulation) Act, 1956 (42 of 1956), or the Depositories Act, 1996 (22 of 1996), or the Companies Act, 2013 (18 of 2013) or any rules or regulations made thereunder or any statutory modification or re-enactment thereto, as the case may be.]
14 · [Application for grant of certificate of registration.
9 · Substituted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2025 w.e.f. 03.01.2026. Prior to the substitution, clause (d) read as under:
10 · Omitted by the Securities and Exchange Board of India (Merchant Bankers) (Third Amendment) Regulations, 2006., w.e.f., 7-9-2006.
11 · Omitted by the Securities and Exchange Board of India (Merchant Banker) (Amendment) Regulations, 2021 w.e.f. 30-03-2021
12 · Inserted by the Securities and Exchange Board of India (Merchant Banker) (Amendment) Regulations, 2021 w.e.f. 30-03-2021
13 · Inserted by the Securities and Exchange Board of India (Merchant Banker) (Amendment) Regulations, 2021 w.e.f. 30-03-2021
14 · Substituted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2025 w.e.f. 03.01.2026. Prior to the substitution, regulation 3 read as under:
3 · (1) An application by a person for grant of a certificate of registration shall be made to the Board in Form A.
3 · (1) No person shall act as a merchant banker or hold itself out as a merchant banker unless it has obtained a certificate of registration from the Board under these regulations.
4 · Subject to the provisions of sub-regulation (3) of regulation 3, any application, which is not complete in all respects and does not conform to the instructions specified in the form shall be rejected :
5 · (1) The Board may require the applicant to furnish further information or clarification regarding matters relevant to the activity of a merchant banker for the purpose of disposal of the application.
6 · The Board shall take into account 15[***], all matters which are relevant to the activities 16[of a] 17 [***] merchant banker and in particular 18 [,whether] the applicant complies with the following requirements, namely:—
20 · [Provided that the merchant banker who has been granted registration by the Reserve Bank of India to act as a primary or satellite dealer may carry on such activity subject to the condition that it shall not accept or hold public deposit;]
21 · [(aa)] the applicant has the necessary infrastructure like adequate office space, equipments, and manpower to effectively discharge 22 [its] activities;
23 · [(b) the applicant has in its employment, a minimum of two persons who are professionally qualified in finance or law or accountancy or business management from a Government recognised university or institution or who have a recognised degree in finance or law or accountancy or business management from a foreign university or institution;]
24 · [(ba) the employees referred to in clause (b) and the compliance officer shall possess such certification(s) as may be specified by the Board;]
15 · The words "for considering the grant of a certificate" were omitted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2024 w.e.f., 29.11.2024.
16 · The word "relating" was substituted with the words "of a" by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2024 w.e.f., 29.11.2024.
17 · The word "to" omitted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2025 w.e.f. 03.01.2026.
18 · Inserted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2024 w.e.f., 29.11.2024.
19 · Substituted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2025 w.e.f. 03.01.2026. Prior to the substitution, clause (a), without the proviso therein, read as under:
20 · Proviso to clause (a) to regulation 6 was inserted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 1999 w.e.f., 17.11.1999.
21 · Clause (a) to regulation 6 was renumbered as (aa) by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 1997 w.e.f., 09.12.1997.
22 · The word "his" substituted by the word "its" by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2024 w.e.f., 29.11.2024.
23 · Substituted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2024 w.e.f., 29.11.2024. Prior to its substitution, clause (b) read as under:
24 · Inserted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2025 w.e.f. 03.01.2026.
26 · [(d) the applicant fulfils the capital adequacy and liquid net worth requirements specified in regulations 7 and 7A;]
29 · [***]
30 · [(gg) the applicant is a fit and proper person;]
32 · [(i) the conditions as specified by the Board, in case the applicant is directly or indirectly connected with a person already registered with the Board under these regulations.
33 · [Criteria for fit and proper person.
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.]
25 · Omitted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2025 w.e.f. 03.01.2026. Prior to the omission, clause (c) read as under:
26 · Substituted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2025 w.e.f. 03.01.2026. Prior to the substitution, clause (d) read as under:
27 · The word "his" substituted by the word "its" by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2024 w.e.f., 29.11.2024.
28 · The word "his" substituted by the word "its" by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2024 w.e.f., 29.11.2024.
29 · Omitted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2024 w.e.f., 29.11.2024. Prior to its omission, clause (g) read as under:
30 · Clause (gg) to regulation 6 was inserted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 1997 w.e.f., 09.12.1997
31 · Substituted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2025 w.e.f. 03.01.2026 for the symbol ".".
32 · Inserted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2025 w.e.f. 03.01.2026.
33 · Inserted by the Securities and Exchange Board of India (Criteria for fit and Proper Person Regulations, 2004) w.e.f. 10-3-2004.
34 · [Capital adequacy requirement.
7 · (1) The capital adequacy requirement referred to in clause (d) of regulation 6 shall be a net worth of not less than–
35 · [Liquid net worth requirement.
7A · (1) The liquid net worth requirement referred to in clause (d) of regulation 6 shall be a net worth of not less than–
34 · Substituted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2025 w.e.f. 03.01.2026. Prior to the substitution, regulation 7 read as under:
7 · The capital adequacy requirement referred to in clause (d) of regulation 6 shall be a net worth of not less than five crore rupees.
35 · Inserted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2025 w.e.f. 03.01.2026.
36 · [Grant of certificate of 37 [***]registration.
8 · (1) The Board, on being satisfied that the applicant is eligible, shall grant a certificate of 38 [***] registration in Form B and shall send an intimation to the applicant.
8A · 42[***]
36 · Substituted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2011 w.e.f. 05-07-2011. Prior to the substitution the regulation 8 as amended by the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1997 w.e.f. 09-12-1997, read as under:
37 · 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.
38 · 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.
39 · 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, subregulation (2) read as under:
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, subregulation (3) read as under:
41 · 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.
42 · 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 8A which was
9 · 43[***]
44 · [Conditions of registration.
9A · (1) 45 [Registration granted under regulation 8] shall be subject to the following conditions, namely:—
43 · Regulation 9 was omitted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2011 w.e.f. 5-7-2011. Prior to omission, regulations 9 as amended by Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 1997 w.e.f, 09.12.1997, Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 1998 w.e.f, 21-011998, Securities and Exchange Board of India (Merchant Bankers) (Third Amendment) Regulations, 2006 w.e.f. 7-9-2006 and Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, w.e.f. 26-8-2009, read as under:
44 · Inserted by the Securities and Exchange Board of India (Merchant Bankers) (Third Amendment) Regulations, 2006. w.e.f. 7-9-2006.
45 · Substituted for the words "Any 45 [initial registration] granted under regulation 8 or any 45 [permanent registration granted under regulation 8A" 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.
52 · [(d) it shall maintain capital adequacy requirements specified in regulation 7 at all times;]
53 · [(da) it shall maintain liquid net worth requirements specified in regulation 7A at all times;]
54 · [(f) it shall intimate the Board of the details of any change in information submitted while seeking registration within seven working days of such change 55 [;]]
56 · [(g) where the merchant banker is acting as an underwriter, it shall enter into a valid agreement with the body corporate on whose behalf it is acting as an underwriter and shall abide by the regulations made under the Act in respect of the activities carried on by it as underwriter 57 [;]]
58 · [(h) it shall undertake only such activities as specified by the Board under these regulations from time to time;
46 · Substituted for "to change its status or constitution" by the (Change in conditions of Registration of Certain Intermediaries) (Amendment) Regulations, 2011. w.e.f. 19-04-2011.
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 clause (b) read as udner
48 · The word "adequate" substituted by the word "all" by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2024 w.e.f., 29.11.2024.
49 · Inserted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2024 w.e.f., 29.11.2024.
50 · 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.
51 · The words and symbol "and keep the Board informed about the number, nature and other particulars of the complaints received" omitted by the by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2024 w.e.f., 29.11.2024.
52 · Substituted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2025 w.e.f. 03.01.2026. Prior to the substitution, clause (d) read as under:
53 · Inserted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2025 w.e.f. 03.01.2026.
54 · Substituted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2024 w.e.f., 29.11.2024. Prior to its substitution, clause (f) read as under:
55 · Substituted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2025 w.e.f. 03.01.2026 for the symbol ".".
56 · Inserted by the Securities and Exchange Board of India (Merchant Banker) (Amendment) Regulations, 2021 w.e.f. 30-03-2021
57 · Substituted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2025 w.e.f. 03.01.2026 for the symbol ".".
58 · Inserted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2025 w.e.f. 03.01.2026.
59 · [9B ***]
60 · [Requirement of minimum revenue generation.
9C · The merchant banker shall ensure that it generates minimum revenue, as specified by the Board, from activities specified under sub-regulation (1) of regulation 13A of these regulations:
10 · 61[(1) Where an application for grant of a certificate of registration under regulation 3 does not satisfy the criteria set out in regulation 6, the Board shall reject the application after giving an opportunity of being heard.]
59 · Omitted by the by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2011 w.e.f. 05-07-2011. Prior to the substitution the regulation read as under:
9B · The certificate of registration granted under regulation 8 and its renewal granted under regulation 9, shall be valid for a period of three years from the date of its issue to the applicant."
60 · Inserted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2025 w.e.f. 03.01.2026.
61 · 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, subregulation (1) read as under:
62 · [(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.]
63 · [11. Effect of refusal to grant certificate of permanent registration.
12 · (1) Every applicant eligible for grant of a certificate shall pay such fees in such manner and within the period specified in Schedule II.
64 · [(2) Where the merchant banker fails to pay such fees as provided in sub-regulation (1), without prejudice to any other action that may be taken by the Board, the merchant
62 · 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, subregulation (s) read as under:
63 · 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, the regulation was substituted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2011 w.e.f. 05-07-2011 and read as under:
11 · Any merchant banker 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 10, cease to carry on any activity as merchant banker."
13 · Every merchant banker shall abide by the Code of Conduct as specified in Schedule III.
65 · [Permitted Activities
13A · (1) A merchant banker who has been granted a certificate of registration under these regulations shall undertake any of the following permitted activities in the securities market that are regulated by the Board, namely, –
64 · Substituted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2025 w.e.f. 03.01.2026. Prior to the substitution, sub-regulation (2) read as under:
65 · Substituted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2025 w.e.f. 03.01.2026. Prior to the substitution, regulation 13A read as under:
13A · No merchant banker, other than a Bank or a Public Financial Institution, who has been granted a certificate of registration under these regulations shall after June 30, 1998 carry on any business other than that in the securities market.
14 · (1) Every merchant banker shall keep and maintain the following books of account, records and documents namely :—
67 · [(e) Records and documents pertaining to due diligence exercised in pre-issue and post –issue activities of issue management and in case of takeover, buyback and delisting of securities.]
68 · [(4) Every merchant banker acting as an underwriter shall also maintain the following records with respect to—
66 · Substituted for the full stop by the Securities and Exchange Board of India (Merchant Bankers) (Second) (Amendment) Regulations, 2011 w.e.f. 16-08-2011.
67 · Inserted by the Securities and Exchange Board of India (Merchant Bankers) (Second) (Amendment) Regulations, 2011 w.e.f. 16-08-2011.
68 · Inserted by the Securities and Exchange Board of India (Merchant Banker) (Amendment) Regulations,2021 w.e.f. 30-03-2021
15 · Every merchant banker shall furnish to the Board half-yearly unaudited financial results when required by the Board with a view to monitor the capital adequacy of the merchant banker.
69 · [Preservation of books of account, records and other documents.
16 · (1) The merchant banker shall preserve the books of account and other records and documents maintained under regulation 14 for a minimum period of eight financial years.
17 · Every merchant banker shall, within two months from the date of the auditor's report, take steps to rectify the deficiencies made out in the auditor's report.
18 · 70[***]
19 · 71[***]
72 · [Responsibility of the lead manager.
69 · Substituted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2025 w.e.f. 03.01.2026. Prior to the substitution, regulation 16 read as under:
16 · The merchant banker shall preserve the books of account and other records and documents maintained under regulation 14 for a minimum period of five years."
71 · Omitted vide Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2006. w.e.f. 18-4-2006. Before the omission, regulation 19 read as under :
19 · The number of lead merchant bankers may not, exceed in case of any issue of Size of issue No. of Merchant Bankers
72 · Substituted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2024 w.e.f., 29.11.2024. Prior to its substitution, the regulation read as under:
20 · (1) No lead manager shall agree to manage or be associated with any issue unless his responsibilities relating to issue mainly, those of disclosures, allotment and refund are clearly defined, allocated and determined and a statement specifying such responsibilities is furnished to the Board at least one month before the opening of the issue for subscription:
20 · No lead manager shall agree to manage or be associated with any issue unless its responsibilities relating to the issue particularly, those of disclosures, allotment and refund are clearly defined, allocated and determined and a statement specifying such responsibilities is disclosed in the draft offer document and offer document:
21 · A lead merchant banker shall not be associated with any issue if a merchant banker who is not holding a certificate is associated with the issue.
73 · [Merchant banker not to act 74 [for its] associate.
21A · (1) 75 [A merchant banker, being a promoter or an associate of either the issuer of the securities or of a person making an offer to sell or purchase securities in terms of any of the regulations made by the Board, shall not lead manage any issue or be associated with any activity undertaken under any of the regulations made by the Board by such issuer or person:]
79 · [(iii) there is a common director –
73 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, w. e. f., 26-08-2009.
74 · The words "as such for an" substituted with the words "for its" by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2024 w.e.f., 29.11.2024.
75 · Substituted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2024 w.e.f., 29.11.2024. Prior to its substitution, sub-regulation (1) read as under:
76 · The word "he" substituted by the word "it" by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2024 w.e.f., 29.11.2024.
77 · The word "purposes" substituted by the word "purpose" by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2024 w.e.f., 29.11.2024.
78 · Substituted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2025 w.e.f. 03.01.2026 for the word "fifteen".
79 · Substituted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2024 w.e.f., 29.11.2024. Prior to its substitution, clause (iii) read as under:
80 · [Merchant banker not to act as such in its own issue.
21B · A merchant banker shall not lead manage its own issue or be associated with any other activity undertaken under any of the regulations made by the Board in respect of its own issue.
21C · A merchant banker shall not lead manage any public issue, if its directors, other key managerial personnel, compliance officer, employees referred to in clause (b) of Regulation 6, or relative(s) of the said persons, individually or in aggregate hold more than 0.1% of the paid up share capital or shares whose nominal value is more than 10,00,000 rupees, whichever is lower in the issuer:
81 · [Underwriting obligations.
80 · Inserted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2025 w.e.f. 03.01.2026.
81 · Substituted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2025 w.e.f. 03.01.2026. Prior to its substitution, regulation 22 read as under:
22 · In respect of every issue to be managed, the lead merchant banker holding a certificate under Category I shall accept a minimum underwriting obligation of five per cent of the total underwriting commitment or rupees twenty-five lacs, whichever is less :
82 · [Agreement with clients .
22A · Every merchant banker acting as an underwriter shall enter into an agreement with each body corporate on whose behalf it is acting as an underwriter and the said agreement shall, amongst other things, provide for the following, namely—
22B · (1) A merchant banker acting as an underwriter shall not derive any direct or indirect benefit from underwriting the issue other than the commission or brokerage payable under the agreement for underwriting entered with client.
83 · [(2) At any point of time, the total underwriting obligations under all the agreements shall not exceed twenty times of the liquid net worth of the merchant banker:
84 · [(3) A merchant banker, if called upon, pursuant to an agreement for underwriting to subscribe to the securities of a body corporate, shall subscribe to the said securities prior to the finalisation of the basis of allotment.]
23 · 85[****]
82 · Inserted by the Securities and Exchange Board of India (Merchant Banker) (Amendment) Regulations, 2021 w.e.f. 30-03-2021
83 · Substituted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2025 w.e.f. 03.01.2026. Prior to its substitution, sub-regulation (2) read as under:
84 · Substituted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2024 w.e.f., 29.11.2024. Prior to its substitution, sub-regulation (3) read as under:
24 · 86[****]
24A · 87[****]
25 · 88[****]
26 · No merchant banker or any of its directors, partner or manager or principal officer 90 [or compliance officer or employees referred to in clause (b) of regulation 6] shall either on their respective accounts or through their associates or relatives, enter into any transaction in securities of bodies corporate on the basis of unpublished price sensitive information obtained by them during the course of any professional assignment either from the clients or otherwise.
91 · [Information to the Board.
27 · Every merchant banker shall submit to the Board the following information as a part of the periodic report as specified in sub-regulation (2) of regulation 28 –
85 · Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, w. e. f., 26-08-2009.
86 · Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, w. e. f., 26-08-2009.
87 · Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, w. e. f., 26-08-2009.
88 · Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, w. e. f., 26-08-2009.
89 · Substituted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2025 w.e.f. 03.01.2026 for the word "shares".
90 · Inserted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2025 w.e.f. 03.01.2026.
91 · Substituted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2025 w.e.f., 03.01.2026. Prior to its substitution, regulation 27 read as under:
27 · A merchant banker shall submit to the Board complete particulars of the transaction for acquisition of securities of a body corporate whose issue is managed by that merchant banker, within fifteen days from the date of entering into such a transaction:
96 · [{(2) The merchant banker shall submit a periodic report in such manner as may be specified by the Board from time to time}]
97 · [Appointment of compliance officer.
28A · (1) A merchant banker shall always have a compliance officer who-
92 · Inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, w. e. f., 26-08-2009.
93 · The word "his" substituted by the word "its" by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2024 w.e.f., 29.11.2024.
94 · The word "he" substituted by the word "it" by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2024 w.e.f., 29.11.2024.
95 · The word "his" substituted by the word "its" by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2024 w.e.f., 29.11.2024.
96 · Substituted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2012 w.e.f. 29.03.2012. Prior to this sub- regulation, which was inserted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, w. e. f., 26-082009, read as under :
97 · Substituted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2025 w.e.f., 03.01.2026. Prior to its substitution, regulation 28A read as under:
28A · (1) Every merchant banker 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.
98 · [Dispute Resolution.
28B · All claims, differences or disputes between a merchant banker and its client arising out of or in relation to the activities of the merchant banker in the securities market shall be submitted to a dispute resolution mechanism that includes mediation and/or conciliation and/or arbitration, in accordance with the procedure specified by the Board.]
99 · [ Grievance Redressal Mechanism.
98 · Inserted by the Securities and Exchange Board of India (Alternative Dispute Resolution Mechanism) (Amendment) Regulations, 2023, w.e.f., 04-07-2023.
99 · Inserted by the Securities and Exchange Board of India (Facilitation of Grievance Redressal Mechanism) (Amendment) Regulations, 2023 w.e.f. 18-08-2023.
28C · (1) The Merchant Banker 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.
29 · (1) The Board may appoint one or more persons as inspecting authority to undertake inspection of the books of account, records and documents of the merchant banker for any of the purposes specified in sub-regulation (2).
30 · (1) Before undertaking an inspection under regulation 28 the Board shall give a reasonable notice to the merchant banker for that purpose.
31 · (1) It shall be the duty of every director, 101 [***] partner, officer and employee of the merchant banker, 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 102 [its] activities as a merchant banker within such time as the inspecting authority may require.
100 · The word "his" substituted by the word "its" by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2024 w.e.f., 29.11.2024.
101 · The word and symbol "proprietor," omitted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2025 w.e.f. 03.01.2026.
102 · The word "his" substituted by the word "its" by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2024 w.e.f., 29.11.2024.
32 · The inspecting authority shall, as soon as may be possible submit, an inspection report to the Board.
106 · [Action on inspection or investigation report.
33 · The Board or the Chairman shall after consideration of inspection or investigation report take such action as the Board or Chairman may deem fit and appropriate including action under 107[ Chapter V of the Securities and Exchange Board of India (Intermediaries) Regulations, 2008]].
34 · The Board may appoint a qualified auditor to investigate into the books of account or the affairs of the merchant bankers:
103 · The word "his" substituted by the word "its" by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2024 w.e.f., 29.11.2024.
104 · The word and symbol ", proprietor" omitted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2025 w.e.f. 03.01.2026.
105 · The word and symbol "proprietor," omitted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2025 w.e.f. 03.01.2026.
106 · 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. Prior to the substitution the regulation read as under:
107 · Substituted for "the Securities and Exchange Board of India (Procedure for Holding Enquiry by Enquiry Officer and Imposing Penalty) Regulations, 2002 by the Securities and Exchange Board of India (Intermediaries) Regulations, 2008, w.e.f, 26-5-2008.
108 · Inserted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2024 w.e.f., 29.11.2024.
110 · [Liability for action in case of default.
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.]
36 · to 43. 111[***]
112 · [CHAPTER VI
44 · (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 113 [***] relating to testing new products, processes, services, business models, etc. in live environment of regulatory sandbox in the securities markets.
109 · The words, symbols and figures "given in section 226 of the Companies Act, 1956 (1 of 1956)" were substituted with the words, symbols and figures "provided in section 141 of the Companies Act, 2013" by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2024 w.e.f., 29.11.2024.
110 · Substituted by the Securities and Exchange Board of India (Intermediaries) Regulations, 2008 w.e.f, 265-2008. Prior to the substitution the regulation read as under:
33 · Action on inspection or investigation report –
111 · The regulations 36 to 43 were 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.
112 · Inserted by the SEBI (Regulatory Sandbox) (Amendment) Regulation, w.e.f. 17-04-2020.
113 · 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.
114 · [CHAPTER VII
45 · In order to remove any difficulties in respect of the applicability or interpretation of these regulations, the Board may issue clarifications or guidelines in the form of circulars.]
114 · Inserted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2025 w.e.f. 03.01.2026.
116 · [Application for Grant of Certificate of Registration]
1 · 1 Name of Applicant :
1 · 2 (A) Address—Principal Place of business/Registered Office of the Company.
115 · Substituted for "Regulation 3/ Regulation 8A" by the 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 3/ Regulation 8A" were substituted for the words "Regulation 3" by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2011 w.e.f. 05-07-2011.
116 · Substituted for "Application for Grant of Certificate of Initial/ Permanent Registration" 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 "Application for Grant of Certificate of Initial/ Permanent Registration" were substituted for the words "Application for Grant of Certificate / Renewal of Certificate" by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2011 w.e.f. 05-07-2011.
117 · Words "Applied for :II/III/IV" omitted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 1997 w.e.f , 9-12-1997.
118 · Inserted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2025 w.e.f. 03.01.2026.
2 · 1 Objectives : (To be given in brief alongwith copy of Memorandum and Articles of Association).
2 · 2 Date and Place of Incorporation :
2 · 3 Status of the Applicant : (e.g., 119 [body corporate,] limited company—Private/Public, unlimited company, 120 [limited liability partnership], 121 [***] others. If listed, names of Stock Exchanges and latest share price to be given).
2 · 4 Particulars of all Directors/Partners122[***]:
2 · 5 Particulars of Key Management Personnel : (Particulars of merchant banking division)
2 · 6 Name and activities of associate companies/concerns
3 · 1 History, major events and present activities :
3 · 2 Details of Experience in Merchant Banking activities:
3 · 3 Experience in other financial services rendered :
119 · Inserted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2025 w.e.f. 03.01.2026.
120 · Substituted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2025 w.e.f. 03.01.2026 for the word "partnership".
121 · The word and symbol "proprietary," omitted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2025 w.e.f. 03.01.2026.
122 · The word and symbol "/Proprietors" omitted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2025 w.e.f. 03.01.2026.
3 · 4 Business handled during the last three years :
1 · 2 3 4 5 6 7
4 · 1 List of major clients with address
4 · 2 If the applicant is proposing to engage in Merchant Banking activities for the first time, the experience of key management personnel to be indicated.
4 · 2aIf the applicant is proposing to engage in Merchant Banking activities for the first time, business plan of the company with projected volume of activities and income for which registration is sought to be specifically given.
4 · 3 Details of infrastructure including computing facilities, equity research and data base available with the applicant.
4 · 4 Any other information considered relevant to the nature of services rendered by the applicant.
5 · 2 Deployment of Resources
123 · Substituted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2025 w.e.f., 03.01.2026. Prior to its substitution, sub-paragraph 5.1 read as under:
5 · 3 Major Sources of Income:
5 · 6 5.6
5 · 6 List of major shareholders (holding 5% and above of applicant directly or along with associates—applicable only to limited companies).
5 · 7 Name and address of the principal bankers of the applicant.
5 · 8 Name and address of the auditors.
6 · 1 Details of all settled and pending disputes:
6 · 2 Indictment or involvement in any economic offences by the applicant or any of the Directors, or key Managerial Personnel in the last three years.
127 · [Certificate of Registration]
128 · [I. In exercise of the powers conferred by sub-section (1) of section 12 of the Securities and Exchange Board of India Act, 1992, read with the regulations made
124 · Substituted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2025 w.e.f. 03.01.2026 for the words and symbol ", Two Partners or the Sole Proprietor".
125 · The words "or sole Proprietor" omitted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2025 w.e.f. 03.01.2026.
126 · Substituted for "Regulation 8" by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2011 w.e.f. 05-07-2011.
127 · Substituted for "Certificate of Initial / Permanent Registration" 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 "Certificate of Initial / Permanent Registration" were substituted for the words "Certificate of Registration" by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2011 w.e.f. 05-07-2011.
128 · Substituted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2025 w.e.f., 03.01.2026. Prior to its substitution, clause I read as under:
130 · [FORM C ***] *]
131 · [1. Every merchant banker shall pay a sum of 132 [twenty lakh] rupees as registration fee at the time of grant of certificate of 133 [***] registration.
129 · 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 (Merchant Bankers) Regulations, 2011 w.e.f. 05-07-2011 read as under:
130 · Omitted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, w. e. f., 26-08-2009.
131 · Substituted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2011 w.e.f. 05-07-2011. Prior to the substitution the paragraphs as amended by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 1996 and Securities and Exchange Board of India (Merchant Bankers) (Third Amendment) Regulations, 2006 read as under:
2 · A merchant banker to keep registration in force shall pay renewal fee of [five lakh rupees] every three years from the fourth year from the date of initial registration."
1A · 134[***]
2 · 135[A merchant banker who has been granted a certificate of registration, to keep its registration in force, shall pay a 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.]
3 · (a) The fee referred to in paragraph 1 shall be paid by the merchant banker within fifteen days from the date of receipt of intimation from the Board under subregulation (1) of regulation 8.
136 · [(aa) ***]
137 · [(b) The fee referred to in paragraph 2 shall be paid by the merchant banker one month before the expiry of the block for which the fee has been paid.]
138 · [3A. The non-refundable fee payable along with an application for registration under sub-regulation (1A) of regulation 3 139 [***] shall be a sum of 140 [fifty thousand] rupees.]
132 · Substituted by the SEBI (Payment of Fees) (Amendment) Regulations, 2014, w.e.f.23-5-2014 for the words "thirteen lakh thirty three thousand and three hundred".
133 · The words "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.
134 · Omitted by the 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:
135 · Substituted by the 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:
136 · Omitted by the 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 (Merchant Bankers) (Amendment) Regulations, 2011 w.e.f. 05-07-2011 read as under:
137 · 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:
138 · Inserted by the Securities and Exchange Board of India (Merchant Bankers) (Third Amendment) Regulations, 2006. w.e.f. 7-9-2006.
139 · The words "or an application for 139 [permanent registration under sub-regulation (1) or sub-regulation (2) of regulation 8A" 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.
140 · Substituted by the SEBI (Payment of Fees) (Amendment) Regulations, 2014, w.e.f. 23-5-2014 for the words "twenty five"
141 · [4. The fee specified in paragraphs 1, 2 and 3A shall be payable by the merchant banker by way of direct credit in the bank account through online payment using SEBI payment gateway.]
142 · [SCHEDULE III
1 · A merchant banker shall make all efforts to protect the interests of investors.
2 · A merchant banker shall maintain high standards of integrity, dignity and fairness in the conduct of its business.
3 · A merchant banker shall fulfil its obligations in a prompt, ethical, and professional manner.
4 · A merchant banker shall at all times exercise due diligence, ensure proper care and exercise independent professional judgment.
5 · A merchant banker shall endeavour to ensure that—
6 · A merchant banker shall ensure that adequate disclosures are made to the investors in a timely manner in accordance with the applicable regulations and guidelines so as to enable them to make a balanced and informed decision.
7 · A merchant banker shall endeavour to ensure that the investors are provided with true and adequate information without making any misleading or exaggerated claims or any misrepresentation and are made aware of the attendant risks before taking any investment decision.
8 · A merchant banker shall endeavour to ensure that copies of the prospectus, offer document, letter of offer or any other related literature is made available to the investors at the time of issue or the offer.
9 · A merchant banker shall not discriminate amongst its clients, save and except on ethical and commercial considerations.
10 · A merchant banker shall not make any statement, either oral or written, which would misrepresent the services that the merchant banker is capable of performing for any client or has rendered to any client.
11 · A merchant banker shall avoid conflict of interest and make adequate disclosure of its interest.
141 · 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:
142 · Substituted by the Securities and Exchange Board of India (Merchant Banker) (Amendment) Regulations, 2003 w.e.f, 01.10.2003.
12 · A merchant banker 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.
13 · A merchant banker shall make appropriate disclosure to the client of its possible source or potential areas of conflict of duties and interest while acting as merchant banker which would impair its ability to render fair, objective and unbiased services.
14 · A merchant banker shall always endeavour to render the best possible advice to the clients having regard to their needs.
15 · A merchant banker 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.
16 · A merchant banker shall ensure that any change in registration status/any penal action taken by the Board or any material change in the merchant banker's financial status, 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 intermediary in accordance with any instructions of the affected clients.
17 · A merchant banker shall not indulge in any unfair competition, such as weaning away the clients on assurance of higher premium or advantageous offer price or which is likely to harm the interests of other merchant bankers or investors or is likely to place such other merchant bankers in a disadvantageous position while competing for or executing any assignment.
18 · A merchant banker shall maintain arms length relationship between its merchant banking activity and any other activity.
19 · A merchant banker 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.
20 · A merchant banker shall not make untrue statement or suppress any material fact in any documents, reports or information furnished to the Board.
21 · A merchant banker shall maintain an appropriate level of knowledge and competence and abide by the provisions of the Act, regulations made thereunder, circulars and guidelines, which may be applicable and relevant to the activities carried on by it. The merchant banker shall also comply with the award of the Ombudsman passed under the Securities and Exchange Board of India (Ombudsman) Regulations, 2003.
22 · A merchant banker shall ensure that the Board is promptly informed about any action, legal proceedings, etc., initiated against it in respect of material breach or non-compliance by it, of any law, rules, regulations, directions of the Board or of any other regulatory body.
23 · (a) A merchant banker or any of its employees shall not render, directly or indirectly, any investment advice about any security in any publicly accessible media, whether realtime or non-real-time, unless a disclosure of 143 [their] interest including a long or short position, in the said security has been made, while rendering such advice.
143 · The word "his" substituted by the word "their" by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2024 w.e.f., 29.11.2024.
24 · A merchant banker shall demarcate the responsibilities of the various intermediaries appointed by it clearly so as to avoid any conflict or confusion in their job description.
25 · A merchant banker shall provide adequate freedom and powers to its compliance officer for the effective discharge of the compliance officer's duties.
26 · A merchant banker 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 carrying out their duties. Such a code may extend to the maintenance of professional excellence and standards, integrity, confidentiality, objectivity, avoidance or resolution of conflict of interests, disclosure of shareholdings and interests, etc.
27 · A merchant banker shall ensure that good corporate policies and corporate governance are in place.
28 · A merchant banker shall ensure that any person it employs or appoints to conduct 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 merchant banker shall ensure that it has adequate resources to supervise diligently and does supervise diligently persons employed or appointed by it in the conduct of its business, in respect of dealings in securities market.
30 · A merchant banker shall be responsible for the Acts or omissions of its employees and agents in respect of the conduct of its business.
31 · A merchant banker shall ensure that the senior management, particularly decision makers have access to all relevant information about the business on a timely basis.
32 · A merchant banker shall not be a party to or instrument for—
144 · [33. A merchant banker or any of its directors, partners or manager 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 associates or family members, relatives or friends indulge in any insider trading.
144 · Inserted by the Securities and Exchange Board of India (Merchant Banker) (Amendment) Regulations, 2021 w.e.f. 30-03-2021
145 · The word "his" substituted by the word "its" by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2024 w.e.f., 29.11.2024.
146 · Omitted by the Securities and Exchange Board of India (Merchant Bankers) (Amendment) Regulations, 2012 w.e.f. 29.03.2012. Prior to the omission, the schedule was substituted by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, w.e.f., 26-08-2009.
THE GAZETTE OF INDIA EXTRAORDINARY — THE SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992 — Roop's Law Assist Statutes