SEBI/HO/CFD/CFD-TPD-1/P/CIR/2024/170 December 05, 2024
To,
Recognized Stock Exchanges
Registered Merchant Bankers
Association of Investment Bankers of India
Madam/ Sir,
Sub: Repository of documents relied upon by Merchant Bankers during due
diligence process in Public issues
1. In terms of Regulation 14 of SEBI (Merchant Bankers) Regulations, 1992, Merchant
bankers are required to maintain the records and documents pertaining to due
diligence exercised in both pre-issue and post-issue activities of issue management.
Further, in terms of Regulation 16 of SEBI (Merchant Bankers) Regulations, 1992,
Merchant bankers are required to preserve the said records and documents for a
minimum period of five years.
2. In order to facilitate efficient maintenance of records and documents relied upon by
merchant bankers while conducting their due diligence in public issues, stock
exchanges have set up an online Document Repository platform which would
enable Merchant bankers to upload and maintain the aforesaid documents
electronically. The Document Repository platform is intended to facilitate easier
access to documents pertaining to public issue process which are required to be
maintained by Merchant bankers.
3. To enable efficient maintenance of records, Merchant bankers are advised to upload
such records and documents on the Document Repository platform set up by the
Stock Exchanges.
4. Merchant bankers shall upload the documents in the Document Repository platform
of any of the stock exchanges and intimate the same to the other stock exchange(s)
where the securities of the issuer company are proposed to be listed, as applicable.
5. Stock Exchanges have been advised to inform Merchant bankers on the indicative
list of documents to be uploaded which has been prepared in consultation with
Association of Investment Bankers of India (AIBI) and the process of uploading the
documents in the Document Repository platform.
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6. Merchant bankers shall adhere to the following timelines for uploading documents
in the Document Repository platform of the Stock Exchanges:
From January 01, 2025:
- Within 20 days of filing draft offer document with SEBI/ Stock Exchanges.
- Within 20 days from the date of listing on Stock Exchanges.
From April 01, 2025 onwards:
- Within 10 days of filing draft offer document with SEBI/ Stock Exchanges.
- Within 10 days from the date of listing on Stock Exchanges.
7. The documents shall be uploaded and maintained by Merchant Bankers in the
Document Repository platform through their individual login credentials which shall
be accessible to the respective Merchant bankers only. However, Merchant bankers
shall make such documents available for the purpose of supervisory functions of
SEBI.
8. Further, Merchant bankers shall ensure that the documents uploaded in the
Document Repository platform are relevant, complete and legible.
Applicability of this circular
9. The provisions of this circular shall be applicable for the draft offer documents filed
on or after January 01, 2025 with SEBI/Stock exchanges for listing on Mainboard/
SME exchanges.
10. This Circular is being issued in exercise of the powers conferred under section 11
and section 11A of the Securities and Exchange Board of India Act, 1992.
11. This circular is available on SEBI website at www.sebi.gov.in under the category:
‘Legal → Circulars’.
Yours faithfully,
E Balasubramanian
General Manager
Tel. No.: 022 2644 9515
ebala@sebi.gov.in
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