MASTER CIRCULAR
SEBI/HO/CFD/PoD-1/P/CIR/2023/157
September 26, 2023
To
Registered Merchant Bankers
Dear Sir / Madam,
Subject: Master Circular for Merchant Bankers Registered with SEBI
1. The Securities and Exchange Board of India (“SEBI” or “the Board”) has
been, from time to time, issuing various circulars/directions to Merchant
Bankers under the relevant provisions of the Securities and Exchange Board
of India (Merchant Bankers) Regulations, 1992 (“Merchant Bankers
Regulations 1992”) and extant securities laws. In order to enable the
stakeholders to have access to all such circulars at one place, this Master
Circular in respect of Merchant Bankers has been prepared.
2. With the issuance of this Master Circular, all directions/instructions contained
in the circulars listed out in the Appendix to this Master Circular shall stand
rescinded to the extent they relate to the Merchant Bankers.
3. Notwithstanding such rescission, -
(a) anything done or any action taken or purported to have been done or
taken under the rescinded circulars, prior to such rescission, shall be
deemed to have been done or taken under the corresponding
provisions of this Master Circular; and
(b) any application made to the Board under the rescinded circulars, prior
to such rescission, and pending before it shall be deemed to have
been made under the corresponding provisions of this Master Circular.
Page 1 of 93
4. This Master Circular is issued in exercise of the powers conferred under
Section 11(1) of the Securities and Exchange Board of India Act, 1992
(“SEBI Act”).
5. This Master Circular is available on the website of SEBI at www.sebi.gov.in.
Yours faithfully,
Yogita Jadhav
General Manager
Division of Policy and Development
Corporation Finance Department
Phone + 91-022-26449583
Email: yogitag@sebi.gov.in
Page 2 of 93
Table of Contents
List of Abbreviations ...................................................................................... 4
CHAPTER I –REGISTRATION RELATED MATTERS .................................... 5
1. Online Registration Mechanism for Merchant Bankers .................................... 5
2. Type of Activities and Deployment of Funds ...................................................... 5
3. Conditions for granting registration to applicants notwithstanding that a
connected persons has been previously granted registration ........................ 7
4. Designated e-mail ID for redressal of investor complaints and regulatory
communication with SEBI ..................................................................................... 8
5. Prior approval for change in control .................................................................... 8
6. Transfer of business by SEBI registered intermediaries to other legal entity
…………………………………………………………………………………..11
CHAPTER II - GENERAL OBLIGATIONS AND RESPONSIBILITIES .......... 13
7. Regulatory Compliance and Periodic Reporting .............................................. 13
8. Disclosure of Track Record of the public issues managed by Merchant
Bankers .................................................................................................................. 14
9. Publishing Investor Charter and Disclosure of Complaints by Merchant
Bankers on their Websites .................................................................................. 14
10. Advisory for Financial Sector Organizations regarding Software as a
Service (SaaS) based solutions ........................................................................ 15
CHAPTER III – OTHER GUIDELINES ........................................................... 17
11. Processing of Investor Complaints in SEBI Complaints Redress System
(SCORES) ............................................................................................................ 17
12. Prevention of circulation of unauthenticated news by SEBI Registered
Market Intermediaries through various modes of communication ................ 17
13. Guidelines on Outsourcing of Activities by Merchant Bankers ................ 18
14. General Guidelines for dealing with conflicts of interest of merchant
bankers and their associated persons in Securities Market ......................... 19
ANNEXURES ................................................................................................. 21
ANNEXURE I ............................................................................................................. 21
ANNEXURE II ............................................................................................................ 22
ANNEXURE III ........................................................................................................... 24
ANNEXURE IV ........................................................................................................... 29
ANNEXURE V ............................................................................................................ 35
ANNEXURE VI ........................................................................................................... 81
ANNEXURE VII .......................................................................................................... 83
ANNEXURE VIII ....................................................................................................... 85
ANNEXURE IX ........................................................................................................... 86
APPENDIX ..................................................................................................... 92
Page 3 of 93
List of Abbreviations
ADR American Depository Receipts
AoA Articles of Association
ASBA Application Supported by Blocked Amount
ATR Action Taken Report
BTI Bankers to Issue
CERT-in Indian Computer Emergency Response Team
CFD Corporation Finance Department
CRA Credit Rating Agency
DP Depository Participant
DRHP Draft Red Herring Prospectus
FPO Further Public Offer
GDR Global Depository Receipts
GRC Governance, Risk & Compliance
ICD Inter Corporate Deposits
ICDR Regulations Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018
IFSC International Financial Service Centres
IOSCO International Organization of Securities Commissions
IPO Initial Public Offer
ISIN International Securities Identification Number
KYC Know Your Client
LODR Regulations Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements ) Regulations 2015
LOF Letter of Offer
MBs Merchant Bankers
NBFC Non-Banking Financial Company
NCLT National Company Law Tribunal
NOC No Objection Certificate
OFS Offer For Sale
PAC Persons Acting in Concert
PAN Permanent Account Number
QIP Qualified Institutional Placement
RBI Reserve Bank of India
RII Retail Individual Investor
RTA Registrar and Transfer Agents
SaaS Software as a Service
SAST Regulations Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011
SCSB Self-Certified Syndicate Banks
SME Small and Medium sized Enterprises
UPI Unified Payments Interface
UW Underwriter
Page 4 of 93
CHAPTER I –REGISTRATION RELATED MATTERS
1
1. Online Registration Mechanism for Merchant Bankers
1.1. The SEBI Intermediary Portal is available at https://siportal.sebi.gov.in for SEBI
registered intermediaries including Merchant Bankers to submit registration
applications online. SEBI Intermediary Portal includes online application for
registration, processing of application, grant of final registration, application for
surrender/cancellation, submission of periodical reports, requests for change of
name/ address/ other details, etc. The link for SEBI Intermediary Portal is also
available on SEBI website – www.sebi.gov.in.
1.2. All applications for registration / surrender / other requests are required to be
made through SEBI Intermediary Portal only. The applicants are separately
required to submit relevant documents viz. declarations / undertakings required
as a part of application forms prescribed in relevant regulations, in physical
form, only for records without impacting the online processing of applications for
registration.
1.3. In case of any queries and clarifications with regard to the SEBI Intermediary
Portal, Merchant Bankers may contact on 022-26449364 or may write at
portalhelp@sebi.gov.in.
2. Type of Activities2 and Deployment of Funds3
2.1. With effect from July 01, 1998, a merchant banker shall undertake only those
activities which are relating to securities market and which do not require
registration/granted exemption from registration as an NBFC from RBI. It is
clarified that, in particular, a merchant banker may undertake the following
activities:
2.1.1. Managing of Public Issue of Securities.
1
SEBI Circular No. SEBI/HO/MIRSD/MIRSD1/CIR/P/2017/38 dated May 02, 2017
2 SEBI RMB CIRCULAR NO. 1(98-99) dated June 05, 1998 and RMB CIRCULAR NO. 2(98-99) dated August 11, 1998
3
SEBI RMB CIRCULAR NO. 1(98-99) dated June 05, 1998
Page 5 of 93
2.1.2. Underwriting connected with the aforesaid Public Issue Management
Business
2.1.3. Managing/advising on International Offerings of Debt/Equity i.e. GDR,
ADR, bonds and other instruments
2.1.4. Private Placement of Securities
2.1.5. Primary or Satellite dealership of Government Securities
2.1.6. Corporate Advisory Services related to the Securities Market such as
takeovers, acquisitions, disinvestment etc.
2.1.7. Stock-broking
2.1.8. Advisory services for projects
2.1.9. Syndication of rupee term loans
2.1.10. International Financial Advisory Services
2.2. Source of Funds: A merchant banker may raise money by way of issue of
Secured Debentures/Secured Bonds/ICDs as a source of fund.
2.3. It is clarified that 4-
2.3.1. A merchant banker can deploy its surplus funds to the extent of its net
worth in securities.
2.3.2. Subject to the provisions of regulation 3 (2A) of the Merchant Bankers
Regulations 1992, a merchant banker can carry on -
2.3.2.1. underwriting activities and can acquire securities as a part of
underwriting commitment in case of devolvement and dispose it
off subsequently. However, such a merchant banker is restricted
to engage in the purchase and sale of same securities like an
investment company.
2.3.2.2. Portfolio Management activities.
4 RMB/CIRCULAR NO.4 (98-99) dated March 30, 1999
Page 6 of 93
2.3.3. A merchant banker is not allowed to borrow funds from the market and
engage in the acquisition and sale of securities.
3. Conditions for granting registration to applicants notwithstanding that a
connected persons has been previously granted registration 5
3.1. With respect to regulation 6(c) of the Merchant Bankers Regulations 1992, it is
clarified that SEBI may consider grant of certificate of registration to an
applicant, notwithstanding that another entity in the same group has been
previously granted registration by the Board, if the following conditions are
fulfilled:
3.1.1. The entities are incorporated as separate legal entities.
3.1.2. The entities have independent Board of Directors. Independent Board of
Directors for this purpose means that common directors should not be in
majority in both the Boards.
3.1.3. There is absolute arm’s length relationship with reference to their
operations.
3.1.4. The key personnel and infrastructure are independently available for
each entity.
3.1.5. Each entity has independent regulatory controls and supervisory
mechanism
3.2. It is also clarified that when two entities in the same group are granted
registration, any action by way of suspension or cancellation of registration
taken by SEBI against one entity, may entail action under regulation 35 of the
Merchant Bankers Regulations 1992 against other entities of the same group
registered in terms of the said Regulations.
Explanation: Two entities are considered to be in the same group if:
(i) the same person, by himself or in combination with his relatives, directly or
indirectly exercises control over both the entities; or
(ii) they are part of the promoter group or group companies; or
5
RMB Circular No. 1 (2002-2003) dated September 17, 2002
Page 7 of 93
(iii) where one entity directly or indirectly exercises control over the other entity.
[‘Control’ for this purpose means control as defined in regulation 2(1)(e) of
the SAST Regulations]
4. Designated e-mail ID for redressal of investor complaints and regulatory
communication with SEBI 6
4.1. Merchant Bankers shall designate e-mail IDs for (i) registration and redressal of
investor complaints and (ii) regulatory communication with SEBI and shall
inform to SEBI at mb@sebi.gov.in as per the format prescribed at Annexure I.
4.2. The aforesaid e-mail IDs shall be exclusively used for the above purposes and
shall not be a person-centric e-mail ID.
5. Prior approval for change in control 7
5.1. To streamline the process of obtaining approval for the proposed change in
control of Merchant Bankers, the following procedure has been specified:
5.1.1. The intermediary shall make an online application to SEBI for prior
approval through the SEBI Intermediary Portal (‘SI Portal’)
(https://siportal.sebi.gov.in).
5.1.2. The online application in SI portal shall be accompanied by the following
information / declaration / undertaking about itself, the acquirer(s) / the
person(s) who shall have the control and the directors / partners of the
acquirer(s) / the person(s) who shall have the control:
5.1.2.1. Current and proposed shareholding pattern of the intermediary.
5.1.2.2. Whether any application was made in the past to SEBI seeking
registration in any capacity but was not granted? If yes, details
thereof.
5.1.2.3. Whether any action has been initiated/taken under Securities
Contracts (Regulation) Act, 1956 (SCRA) / Securities and
Exchange Board of India Act, 1992 (SEBI Act) or rules and
6 SEBI Circular No. MIRSD/DPS III/Cir-01/07 dated January 22, 2007 and SEBI Circular No. MIRSD/ DPSIII/ Cir-24/ 08 dated
July 25, 2008
7
SEBI Circular No. SEBI/HO/CFD/PoD-2/P/CIR/2023/141 dated August 10, 2023
Page 8 of 93
regulations made thereunder? If yes, the status thereof along
with the corrective action taken to avoid such violations in the
future. The acquirer(s) / the person(s) who shall have the control
shall also confirm that it shall honour all past liabilities /
obligations of the applicant, if any.
5.1.2.4. Whether any investor complaint is pending? If yes, steps taken
and confirmation that the acquirer(s) / the person(s) who shall
have the control shall resolve the same.
5.1.2.5. Details of litigation(s), if any.
5.1.2.6. Confirmation that all the fees due to SEBI have been paid.
5.1.2.7. Declaration cum undertaking of the intermediary and the
acquirer(s) / the person(s) who shall have the control (in a format
enclosed at Annexure II), duly stamped and signed by their
authorized signatories that:
i. there will not be any change in the Board of Directors of
incumbent, till the time prior approval is granted;
ii. pursuant to grant of prior approval by SEBI, the incumbent
shall inform all the existing investors/ clients of the
intermediary about the proposed change prior to effecting
the same, in order to enable them to take informed
decision regarding their continuance or otherwise with the
new management; and
iii. the ‘fit and proper person’ criteria as specified in Schedule
II of SEBI (Intermediaries) Regulations, 2008 are complied
with.
5.1.2.8. In case the incumbent intermediary is a registered stock broker,
clearing member, depository participant, in addition to the above,
it shall obtain approval / NOC from all the stock exchanges /
clearing corporations / depositories, where the incumbent is a
member/depository participant and submit self-attested copy of
the same to SEBI.
Page 9 of 93
5.1.3. Subject to other appropriate sectoral regulator’s approval with regard to
change in control, the prior approval granted by SEBI shall be valid for a
period of six months from the date of SEBI’s approval within which the
applicant shall file application for fresh registration pursuant to change in
control.
5.2. To streamline the process of providing approval to the proposed change in
control of an intermediary in matters which involve scheme(s) of arrangement
which needs sanction of the National Company Law Tribunal (“NCLT”) in terms
of the provisions of the Companies Act, 2013, the following has been decided:
5.2.1. The application for approval of the proposed change in control of the
intermediary shall be filed with SEBI prior to filing the application with
NCLT.
5.2.2. Upon being satisfied with compliance of the applicable
regulatory requirements, an in-principle approval will be granted by SEBI;
5.2.3. The validity of such in-principle approval shall be three months from the
date of issuance, within which the relevant application shall be made to
NCLT.
5.2.4. Within 15 days from the date of order of NCLT, the intermediary shall
submit an online application in terms of paragraph 3 of this circular
along with the following documents to SEBI for final approval:
5.2.4.1. Copy of the NCLT Order approving the scheme;
5.2.4.2. Copy of the approved scheme;
5.2.4.3. Statement explaining modifications, if any, in the approved
scheme vis-à-vis the draft scheme and the reasons for the same;
and
5.2.4.4. Details of compliance with the conditions/ observations, if any,
mentioned in the in-principle approval provided by SEBI.
5.3. With respect to transfer of shareholdings among immediate relatives and
transmission of shareholdings and their effect on change in control, the
Page 10 of 93
following is clarified: 8
5.3.1. Transfer /transmission of shareholding in case of unlisted Merchant
Bankers: In following scenarios, change in shareholding of the Merchant
Bankers will not be construed as change in control:
5.3.1.1. Transfer of shareholding among immediate relatives shall not
result into change in control. Immediate relative shall be
construed as defined under Regulation 2(l) of the SAST
Regulations, which inter-alia includes any spouse of that person,
or any parent, brother, sister or child of the person or of the
spouse.
5.3.1.2. Transfer of shareholding by way of transmission to immediate
relative or not, shall not result into change in control.
5.3.1.3. Incoming entities/shareholders becoming part of controlling
interest in the Merchant Bankers pursuant to transfer of shares
from immediate relative / transmission of shares (immediate
relative or not), need to satisfy the fit and proper person criteria
stipulated in Schedule II to the Securities and Exchange Board of
India (Intermediaries) Regulations, 2008.
6. Transfer of business by SEBI registered intermediaries to other legal entity 9
6.1. In respect of the registration applications pursuant to transfer of business (SEBI
regulated business activity) from one legal entity, which is a SEBI registered
Intermediary (transferor), to other legal entity (transferee), the following is
clarified:
6.1.1. The transferee shall obtain fresh registration from SEBI in the same
capacity before the transfer of business if it is not registered with SEBI in
the same capacity. SEBI shall issue new registration number to
transferee different from transferor’s registration number in the following
scenario: “Business is transferred through regulatory process (pursuant
to merger / amalgamation / corporate restructuring by way of order of
8 SEBI/HO/MIRSD/DOR/CIR/P/2021/42 dated March 25, 2021
9 SEBI/HO/MIRSD/DOR/CIR/P/2021/46 dated March 26, 2021
Page 11 of 93
primary regulator /govt. / NCLT, etc.) or non-regulatory process (as per
private agreement /MOU pursuant to commercial dealing / private
arrangement) irrespective of transferor continues to exist or ceases to
exist after the said transfer.
6.2. In case of change in control pursuant to both regulatory process and non-
regulatory process, prior approval and fresh registration shall be obtained.
While granting fresh registration to the same legal entity pursuant to change in
control, same registration number shall be retained.
6.3. If the transferor ceases to exist, its certificate of registration shall be
surrendered.
6.4. In case of complete transfer of business by transferor, it shall surrender its
certificate of registration.
6.5. In case of partial transfer of business by transferor, it can continue to hold its
certificate of registration.
Page 12 of 93
CHAPTER II - GENERAL OBLIGATIONS AND RESPONSIBILITIES
7. Regulatory Compliance and Periodic Reporting10
7.1. The Merchant Bankers are required to submit half-yearly reports to SEBI in
electronic form only by e-mail within three months from the expiry of the half
year. The format of the report is specified in Annexure III.
7.2. The Boards of Merchant Bankers shall, review the above half-yearly reports and
record its observations on (i) the deficiencies and non-compliances; (ii)
corrective measures initiated to avoid such instances in future; (iii) pre-issue
and post-issue due diligence process followed and whether they are satisfied;
and (iv) track record of past issues managed.
7.3. The compliance officer shall certify the above half-yearly reports and shall
submit such reports to SEBI. Such reports shall be submitted in two files– one
file in pdf format and the other in excel format.
7.4. The pdf/excel files containing the half-yearly report is required to be sent to
email ID mb@sebi.gov.in with the subject/title “Half-yearly report submitted by
AAA for the half-year ended XXX YYYY” where AAA represents the name of the
Merchant Banker, XXX represents the month at the end of the half-year and
YYYY represents the year. Also, the attached pdf/excel file containing the half
yearly report shall bear the name of the Merchant Banker, the periodicity of the
report as well as the month at the end of the half-year and the corresponding
year. For example, if a Merchant Banker ABC Limited submits the report for the
half year ended September, 2008, the report submitted to mb@sebi.gov.in shall
bear the subject/title - “Half-yearly report submitted by ABC Limited for the half-
year ended September 2008” and the attached pdf/excel file shall bear the
name “ABCLimitedhalfyearlySeptember2008”.
7.5. The merchant bankers are also required to report the following change(s) to
SEBI through the half-yearly reports: 11
10
SEBI Cir. No. MIRSD/DPS-2/MB/Cir-16/2008 dated May 06, 2008 and SEBI Circular No. CIR/MIRSD/6/2012 dated May 14,
2012
11
SEBI Circular No. CIR/MIRSD/7/2011 dated June 17, 2011
Page 13 of 93
7.5.1. Amalgamation, demerger, consolidation or any other kind of corporate
restructuring falling within the scope of section 230 of the Companies
Act, 2013 or the corresponding provision of any other law for the time
being in force;
7.5.2. Change in Director, including managing director/ whole-time director;
7.5.3. Change in shareholding not resulting in change in control.
8. Disclosure of Track Record of the public issues managed by Merchant Bankers12
8.1. In order to enable investors to understand the level of due diligence exercised
by the merchant bankers in managing public issues, the merchant bankers are
required to disclose the track record of the performance of the public issues
managed by them. The track record is required to be disclosed for a period of
three financial years from the date of listing for each public issue managed by
the merchant banker. The format for disclosure of track records is given in the
Annexure IV.
8.2. The track record shall be disclosed on the website of the merchant banker and
a reference to this effect shall be made in the offer documents of public issues
managed in the future. In case more than one merchant banker is associated
with a public issue, all merchant bankers who have signed the due diligence
certificate, as disclosed in the offer document, shall disclose the track record.
9. Publishing Investor Charter and Disclosure of Complaints by Merchant Bankers
on their Websites13
9.1. With a view to provide investors an idea about the various activities pertaining
to primary market issuances as well as exit options like Takeovers, Buybacks or
Delistings at one single place, an Investor Charter was developed.
9.2. All the registered merchant bankers shall disclose on their website, Investor
Charter for each of the following categories, as provided at Annexure V to this
circular –
12
SEBI Circular No. CIR/MIRSD/1/2012 dated January 10, 2012
13 SEBI/HO/CFD/DCR2/P/CIR/2021/0661 dated November 23, 2021
Page 14 of 93
9.2.1. Initial Public Offer (IPO) and Further Public Offer (FPO) including Offer
for Sale (OFS);
9.2.2. Rights Issue;
9.2.3. Qualified Institutions Placement (QIP);
9.2.4. Preferential Issue;
9.2.5. SME IPO and FPO including OFS;
9.2.6. Buyback of Securities;
9.2.7. Delisting of Equity Shares;
9.2.8. Substantial Acquisitions of Shares and Takeovers.
9.3. Additionally, in order to bring about transparency in the Investor Grievance
Redressal Mechanism, all the registered Merchant Bankers shall disclose on
their respective websites, the data on complaints received against them or
against issues dealt by them and redressal thereof, on each of the aforesaid
categories separately as well as collectively, latest by 7th of succeeding month,
as per the format enclosed at Annexure VI to this circular.
10. Advisory for Financial Sector Organizations regarding Software as a Service
(SaaS) based solutions14
10.1. Ministry of Electronics & Information Technology, Govt. of India (MoE&IT), had
informed SEBI that the financial sector institutions avails or may avail Software
as a Service (SaaS) based solution for managing their Governance, Risk &
Compliance (GRC) functions so as to improve their cyber Security Posture. As
observed by MoE&IT, though SaaS may provide ease of doing business and
quick turnaround, but it may bring significant risk to health of financial sector
as many a time risk and compliance data of the institution moves beyond the
legal and jurisdictional boundary of India due to nature of shared cloud SaaS,
thereby posing risk to the data safety and security.
10.2. In this regard, Indian Computer Emergency Response Team (CERT-in) had
issued an advisory for Financial Sector organizations. The advisory had been
14 SEBI/HO/MIRSD2/DOR/CIR/P/2020/221 dated November 03, 2020
Page 15 of 93
forwarded to SEBI for bringing the same to the notice of financial sector
organization. The advisory is enclosed at Annexure VII.
10.3. Merchant Bankers are advised to ensure complete protection and seamless
control over the critical systems at their organizations by continuous
monitoring through direct control and supervision protocol mechanisms while
keeping the critical data within the legal boundary of India.
10.4. The compliance of the advisory shall be reported in the half-yearly report to
SEBI with an undertaking stating the following: “Compliance of the SEBI
circular for Advisory for Financial Sector Organizations regarding Software as
a Service (SaaS) based solutions has been made.”
Page 16 of 93
CHAPTER III – OTHER GUIDELINES
11. Processing of Investor Complaints in SEBI Complaints Redress System
(SCORES) 15
11.1. SEBI launched a centralized web based complaints redress system ‘SCORES’
in June 2011.
11.2. Merchant Bankers shall comply with the requirements laid down vide Master
Circular No. SEBI/HO/OIAE/IGRD/P/CIR/2022/0150 dated November 7, 2022,
as applicable and as amended from time to time.
11.3. As an additional measure and for information of all investors who deal/ invest/
transact in the market, the offices of Merchant Bankers shall display
information as provided in Annexure VIII. 16
12. Prevention of circulation of unauthenticated news by SEBI Registered Market
Intermediaries through various modes of communication17
12.1. As market rumours can do considerable damage to the normal functioning and
behavior of the market and distort price recovery mechanisms, the Merchant
Bankers are directed that:
12.1.1. Proper internal code of conduct and controls should be put in place.
12.1.2. Employees/temporary staff/voluntary workers etc. employed/working in
the Offices of merchant bankers do not encourage or circulate rumours
or unverified information obtained from client, industry, any trade or any
other sources without verification.
12.1.3. Access to Blogs/Chat forums/Messenger sites etc. should either be
restricted under supervision or access should not be allowed.
12.1.4. Logs for any usage of such Blogs/Chat forums/Messenger sites (called
by any nomenclature) shall be treated as records and the same should
15
CIR/MIRSD/17/2011 dated August 24, 2011
16 CIR/MIRSD/3/2014 dated August 28, 2014
17
SEBI Circulars No Cir/ ISD/1/2011 dated March 23, 2011 and Cir/ ISD/2/2011 dated March 24, 2011
Page 17 of 93
be maintained as specified by the respective Regulations which govern
the merchant bankers.
12.1.5. Employees should be directed that any market related news received by
them either in their official mail/personal mail/blog or in any other
manner, should be forwarded only after the same has been seen and
approved by the Compliance Officer of the merchant banker. If an
employee fails to do so, he/she shall be deemed to have violated the
various provisions contained in the SEBI Act/Rules/Regulations etc. and
shall be liable for action. The Compliance Officer shall also be held liable
for breach of duty in this regard.
13. Guidelines on Outsourcing of Activities by Merchant Bankers18
13.1. SEBI Regulations for various intermediaries require that they shall render at all
times high standards of service and exercise due diligence and ensure proper
care in their operations.
13.2. It has been observed that often the Merchant Bankers resort to outsourcing
with a view to reduce costs, and at times, for strategic reasons.
13.3. Outsourcing may be defined as the use of one or more than one third party –
either within or outside the group by a merchant banker to perform the
activities associated with services which the merchant banker offers.
13.4. Principles for Outsourcing - The risks associated with outsourcing may be
operational risk, reputational risk, legal risk, country risk, strategic risk, exit-
strategy risk, counter party risk, concentration and systemic risk. The
principles for outsourcing are given at Annexure IX which shall be followed by
the merchant bankers.
13.5. Activities that are not to be Outsourced - The merchant bankers desirous of
outsourcing their activities shall not, however, outsource their core business
activities and compliance functions. In respect of Know Your Client (KYC)
requirements, the merchant bankers are required to comply with the provisions
of Securities and Exchange Board of India {KYC (Know Your Client)
18
SEBI Circular No. CIR/MIRSD/24/2011 dated December 15, 2011
Page 18 of 93
Registration Agency} Regulations, 2011 and Guidelines issued thereunder
from time to time.
13.6. Reporting to Financial Intelligence Unit (FIU) – The merchant bankers are
responsible for reporting of any suspicious transactions / reports to FIU or any
other competent authority in respect of activities carried out by the third
parties.
14. General Guidelines for dealing with conflicts of interest of merchant bankers and
their associated persons in Securities Market 19
14.1. Merchant Bankers and their associated persons shall abide by the following
guidelines for avoidance of conflict of interest:
14.1.1. lay down, with active involvement of senior management, policies and
internal procedures to identify and avoid or to deal or manage actual or
potential conflict of interest, develop an internal code of conduct
governing operations and formulate standards of appropriate conduct in
the performance of their activities, and ensure to communicate such
policies, procedures and code to all concerned;
14.1.2. at all times maintain high standards of integrity in the conduct of their
business;
14.1.3. ensure fair treatment of their clients and not discriminate amongst them;
14.1.4. ensure that their personal interests do not, at any time, conflict with their
duty to their clients and client’s interest always takes primacy in their
advice, investment decisions and transactions;
14.1.5. make appropriate disclosure to the clients of possible source or potential
areas of conflict of interest which would impair their ability to render fair,
objective and unbiased services;
14.1.6. endeavor to reduce opportunities for conflict through prescriptive
measures such as through information barriers to block or hinder the flow
of information from one department/ unit to another, etc.;
19
SEBI Circular No. CIR/MIRSD/5/2013 dated August 27, 2013
Page 19 of 93
14.1.7. place appropriate restrictions on transactions in securities while handling
a mandate of issuer or client in respect of such security so as to avoid
any conflict;
14.1.8. not deal in securities while in possession of material non published
information;
14.1.9. not to communicate the material non published information while dealing
in securities on behalf of others;
14.1.10. not in any way contribute to manipulate the demand for or supply of
securities in the market or to influence prices of securities;
14.1.11. not have an incentive structure that encourages sale of products not
suiting the risk profile of their clients;
14.1.12. not share information received from clients or pertaining to them,
obtained as a result of their dealings, for their personal interest.
14.2. For the purpose of above guidelines "associated persons" shall have the same
meaning as defined in the Securities and Exchange Board of India
(Certification of Associated Persons in the Securities Markets) Regulations,
2007.
14.3. The Boards of merchant bankers shall put in place systems for implementation
of the above guidelines and provide necessary guidance enabling
identification, elimination or management of conflict of interest situations and
shall periodically review the compliance of the aforesaid guidelines.
Page 20 of 93
ANNEXURES
ANNEXURE I
Format for sending the Designated e-mail ID for regulatory communication with SEBI
1. The file should be an excel file.
2. The name of the file and the subject of the email shall specify the type of intermediary and the name
of the intermediary. For example – “Merchant Banker – XUZ co. Ltd.”
3. The file shall contain the following details:
Name Address Category Registration Designated Name of
No e-mail id compliance
officer
4. The file shall be e-mailed to mb@sebi.gov.in.
Page 21 of 93
ANNEXURE II
Declaration-Cum-Undertaking
We, M/s. (Name of the intermediary/the acquirer(s)/person(s) who shall have the control),
hereby declare and undertake the following with respect to the application for prior approval
for change in control of (name of the intermediary along with the SEBI registration no.):
1. The intermediary (Name) and its principal officer, the directors or managing partners, the
compliance officer and the key management persons and the promoters or persons
holding controlling interest or persons exercising control over the applicant, directly or
indirectly (in case of an unlisted applicant or intermediary, any person holding twenty
percent or more voting rights, irrespective of whether they hold controlling interest or
exercise control, shall be required to fulfill the ‘fit and proper person’ criteria) are fit and
proper person in terms of Schedule II of SEBI (Intermediaries) Regulations, 2008.
2. We bear integrity, honesty, ethical behavior, reputation, fairness and character.
3. We do not incur following disqualifications mentioned in Clause 3(b) of Schedule II of
SEBI (Intermediaries) Regulations, 2008 i.e.
i. No criminal complaint or information under section 154 of the Code of Criminal
Procedure, 1973 (2 of 1974) has been filed against us by the Board and which is
pending.
ii. No charge sheet has been filed against us by any enforcement agency in matters
concerning economic offences and is pending.
iii. No order of restraint, prohibition or debarment has been passed against us by the
Board or any other regulatory authority or enforcement agency in any matter
concerning securities laws or financial markets and such order is in force.
iv. No recovery proceedings have been initiated by the Board against us and are
pending.
v. No order of conviction has been passed against us by a court for any offence
involving moral turpitude.
vi. No winding up proceedings have been initiated or an order for winding up has
been passed against us.
vii. We have not been declared insolvent.
viii. We have not been found to be of unsound mind by a court of competent
jurisdiction and no such finding is in force.
ix. We have not been categorized as a willful defaulter.
x. We have not been declared a fugitive economic offender.
4. We have not been declared as not ‘fit and proper person’ by an order of the Board.
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5. No notice to show cause has been issued for proceedings under SEBI
(Intermediaries) Regulations, 2008 or under section 11(4) or section 11B of the SEBI Act
during last one year against us.
6. It is hereby declared that we and each of our promoters, directors, principal officer,
compliance officer and key managerial persons are not associated with vanishing
companies.
7. We hereby undertake that there will not be any change in the Board of Directors of
incumbent, till the time prior approval is granted.
8. We hereby undertake that pursuant to grant of prior approval by SEBI, the incumbent
shall inform all the existing investors/ clients about the proposed change prior to
effecting the same, in order to enable them to take informed decision regarding their
continuance or otherwise with the new management.
The said information is true to our knowledge.
(stamped and signed by the Authorized Signatories)
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ANNEXURE III
SECTION I (Activity Report)
REPORT OF MERCHANT BANKER FOR THE HALF YEAR ENDED MARCH/SEPTEMBER, 20..
NAME:
REGISTRATION NO:
DATE OF REGISTRATION (in dd/mm/yy):
SECTION I: ACTIVITIES
A. Issue Management
Type of No. of issues Cumulative no. Size (₹in crores ) Cumulative Size
issue managed during of issues of issues (₹in crores ) of
the half year managed up to managed during issues managed up
ended March / the half year the half year to the half year
Sep ended March / ended March / ended March / Sep
Sep Sep
IPO
FPO
Rights
Issue
Takeover
Buyback
Delisting
Others
(please
specify)
Total
B. Underwriting
Type No. of Cumulative Amount Cumulative Amount Cumulative
of issues no. of underwritten amount devolved amount
issue underwritten issues (₹in crores ) underwritten (in ₹` devolved (
during the underwritten during the (₹ in ` crore) in ₹` crores
half year up to the half year crores ) up during ) up to the
ended half year ended to the half the half half year
March / Sep ended March / Sep year ended year ended
March / Sep March / Sep ended March /
March / Sep
Sep
Total
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C. Other Activities
Nature of service rendered No. of Value ( in `₹ crores ) of
transactions transactions
undertaken undertaken during the
during the half year ended March /
half year Sep
ended March
/ Sep
Private placement of securities
Corporate Advisory Services (Takeover,
acquisitions, disinvestment)
Managing/ advising on International
Offerings of Debt/ Equity
International Financial Advisory Services
Others (specify the activity type along with
brief description)
Name of Compliance Officer
Email ID
Page 25 of 93
(Name of the Merchant Banker)
SECTION II (Redressal of Investor Grievances)
For the Half-year ended March/September, 20..
A. Status of Investor Grievances
No. of
Type of issue (IPO/ No. of No. of No of
complaints
Name of the FPO/ Rights issue/ complaints complaints complaints
pending at
Issuer/ Target Takeover/ received resolved pending at
the end of
Company Buyback/ Delisting, during the during the the end of
the last half
etc) half year half year half year
year
B. Details of the complaints pending for more than 30 days
Status of
Type of issue (IPO/ No. of
the
Name of the FPO/ Rights issue/ complaints
complaint (if
Issuer/ Target Takeover/ pending for
Steps redressed,
Company Buyback/ Delisting, more than 30
Nature of Taken for date of
etc) days
complaint(s)* redressal redressal)
Name of compliance officer:
Email ID:
*Nature of complaint(s):
a. Delay in receipt/ non-receipt of refund
b. Non-allotment/ delay in receipt of shares
c. Non-bidding of application
d. Non-receipt of letter of offer
e. Non-receipt/ delay in receipt of consideration
f. Non-acceptance of shares
g. Others
Page 26 of 93
(Name of the Merchant Banker)
SECTION III – COMPLIANCE
COMPLIANCE CERTIFICATE FOR THE HALF YEAR ENDED MARCH/ SEPTEMBER, 20..
A. No conflict of interest with other activities
The activities other than merchant banking performed by the merchant banker are not in conflict
with merchant banking activities and appropriate systems and policies have been put in place to
protect the interests of investors.
B. Change in status or constitution
Reporting of 'changes in status or constitution' of merchant banker (in terms of SEBI Circular No.
CIR/MIRSD/7/2011 dated June 17, 2011)
C. Other Information
i. Details of arrest/ conviction of key officials of merchant banker
ii. Details of prosecution cases or criminal complaints filed by investors against the merchant
banker
iii. Details of any fraudulent activity by the employees associated with merchant banking
activities and action taken by the merchant banker
iv. Details of any disciplinary action taken/ penalty imposed by SEBI/ other regulatory authority.
v. Action taken by the merchant banker on the above issues
D. Compliance with Registration Requirements
Certified that the requirements specified for SEBI registration as merchant banker are fulfilled, the
details are as under
i. Net worth (audited) as defined in the Regulations as on FY ended ……… (as per the latest
audited financials)
ii. Any change in infrastructure since the last report/ registration/ renewal
iii. Certified that the merchant banker, or any of its director or principal officer has not at any
time been convicted for any offence involving moral turpitude or has not been found guilty of
any economic offence.
iv. Changes in Key personnel during the half year ended……….
Appointment / Date of Qualification Experience Functional
Name(s)
Cessation appointment / areas of
of the key
cessation work
personnel
E. Due Diligence
Certified that we have at all times exercised due diligence, ensured proper care, exercised
independent professional judgment and have maintained 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.
F. Track record of public issues
Certified that we have updated the disclosure of track record of public issues managed by us, on
our website in accordance with SEBI Circular CIR/MIRSD/1/2012 dated January 10, 2012.
G. Underwriting obligations
Certified that that our total underwriting obligations under all the agreements have not exceeded the
limit prescribed in Regulation 15 (2) of the Securities and Exchange Board of India (Underwriters)
Regulations, 1993.
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H. Details of deficiencies and non-compliances during the half-year
I. Details of the review of the report by the Board of Directors
Date of Board Review (dd/mm/yyyy)
Observation of the BoD on
i. the deficiencies and non-compliances
ii. corrective measures initiated
iii. Pre-issue and post-issue due diligence process followed, and whether they are satisfied with the
due diligence process followed
iv. Track record of public issues managed (point F above)
Certified that we have complied with all applicable acts, rules, regulations, circulars, guidelines, etc.
issued from time to time except the deficiencies and non-compliances specifically reported at
Clause H above.
Name of Compliance Officer
Email ID
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ANNEXURE IV
A. For Equity Issues
Name of the issue:
1. Type of issue (IPO/ FPO)
2. Issue size (Rs crore)
3. Grade of issue along with name of the rating agency
4. Subscription level (number of times). If the issue was undersubscribed, please clarify how
the funds were arranged.
5. QIB holding (as a % of total outstanding capital) as disclosed to stock exchanges (See
Regulation 31 of the SEBI (Listing Obligation and Disclosure Requirements ) Regulations,
2015
i. allotment in the issue
ii. at the end of the 1st Quarter immediately after the listing of the issue
iii. at the end of 1st FY
iv. at the end of 2nd FY
v. at the end of 3rd FY
6. Financials of the issuer (as per the annual financial results submitted to stock exchanges
under Regulation 33 of SEBI (Listing Obligation and Disclosure Requirements ) Regulations,
2015
(Rs. in crores)
Parameters 1st FY 2nd FY 3rd FY
Income from operations
Net Profit for the period
Paid-up equity share capital
Reserves excluding revaluation
reserves
7. Trading status in the scrip of the issuer (whether frequently traded (as defined under Regulation
2 (j) of the SAST Regulations, 2011 or infrequently traded/ delisted/ suspended by any stock
exchange, etc.)
i. at the end of 1st FY
ii. at the end of 2nd FY
iii. at the end of 3rd FY
8. Change, if any, in directors of issuer from the disclosures in the offer document (See
Regulation 30 of SEBI (Listing Obligation and Disclosure Requirements ) Regulations, 2015)
i. at the end of 1st FY
ii. at the end of 2nd FY
iii. at the end of 3rd FY
9. Status of implementation of project/ commencement of commercial production (as submitted
to stock exchanges under Regulation 30 of SEBI (Listing Obligation and Disclosure
Requirements ) Regulations, 2015)
i. as disclosed in the offer document
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ii. Actual implementation
iii. Reasons for delay in implementation, if any
10. Status of utilization of issue proceeds (as submitted to stock exchanges under Regulation 32 of SEBI (Listing
Obligation and Disclosure Requirements ) Regulations, 2015
i. as disclosed in the offer document
ii. Actual utilization
iii. Reasons for deviation, if any
11. Comments of monitoring agency, if applicable (See Regulation 41 & 137 of ICDR Regulations, 2018 read with Regulation
32 of SEBI (Listing Obligation and Disclosure Requirements ) Regulations, 2015
i. Comments on use of funds
ii. Comments on deviation, if any, in the use of proceeds of the issue from the objects stated in the offer document
iii. Any other reservations expressed by the monitoring agency about the end use of funds
(To be submitted till the time the issue proceeds have been fully utilized)
12. Price- related data
Issue price (Rs):
Price At At close of At close of As at the end of 1st FY As at the end of 2nd FY As at the end of 3rd FY
parameters close 30th 90th after the listing of the issue after the listing of the after the listing of the
of calendar calendar day issue issue
listing day from from listing
day listing day day Closing High Low Closing High Low Closing High Low
price (during (during price (during (during price (during (during
the the FY) the the the FY) the
FY) FY) FY) FY)
Market Price
Index (of the
Designated
Stock
Exchange):
Sectoral Index
(mention the
Page 30 of 93
index that has
been
considered and
reasons for
considering the
same)
13. Basis for Issue Price and Comparison with Peer Group & Industry Average (Source of accounting ratios of peer group and
industry average may be indicated; source of the accounting ratios may generally be the same, however in case of different
sources, reasons for the same may be indicated)
As disclosed in the
offer document (See
(9)(K) Schedule VI
of SEBI (Issue of At the end of At the end of 2nd At the end
Accounting ratio Name of company
Capital and 1st FY FY of 3rd FY
Disclosure
Requirements)
Regulations, 2018)
Issuer:
EPS Peer Group:
Industry Avg:
Issuer:
P/E Peer Group:
Industry Avg:
Issuer:
RoNW Peer Group:
Industry Avg:
Issuer:
NAV per share based on
Peer Group:
balance sheet
Industry Avg:
Page 31 of 93
14. Any other material information
Note: (i) Merchant Banker can give its comments on any of the above sections
(ii) Merchant Banker may obtain information/ clarification from the issuer or stock exchange, wherever felt necessary
(iii) In case any of the above reporting dates happens to be a holiday, the immediately following working day may be taken
Page 32 of 93
B. For Debt Issues
Name of the issue:
1. Type of issue
2. Issue size (Rs crore)
3. Rating of instrument along with name of the rating agency
i. as disclosed in the offer document
ii. at the end of 1st FY
iii. at the end of 2nd FY
iv. at the end of 3rd FY
4. Whether the secured debt securities are secured by hundred percent security
cover or higher security cover as per the terms of the offer document or
Debenture Trust Deed. (See Regulation 23 (5) of SEBI (Issue and Listing of Non-
Convertible Securities) Regulations, 2021.
5. Subscription level (number of times). If the issue was undersubscribed, please
clarify how the funds were arranged.
6. Financials of the issuer (as per the annual financial results submitted to stock
exchanges under Regulation 52 of SEBI (Listing Obligation and Disclosure
Requirements ) Regulations, 2015
(Rs. in crores)
Parameters 1st FY 2nd FY 3rd FY
Income from operations
Net Profit for the period
Paid-up equity share capital
Reserves excluding revaluation
reserves
7. Status of the debt securities (whether traded, delisted, suspended by any stock
exchange, etc.)
i. at the end of 1st FY
ii. at the end of 2nd FY
iii. at the end of 3rd FY
8. Change, if any, in directors of issuer from the disclosures in the offer document
i. at the end of 1st FY
ii. at the end of 2nd FY
iii. at the end of 3rd FY
9. Status of utilization of issue proceeds (as submitted to stock exchanges under
under Regulation 52 of SEBI (Listing Obligation and Disclosure Requirements )
Regulations, 2015
Page 33 of 93
i. as disclosed in the offer document
ii. Actual utilization
iii. Reasons for deviation, if any
10. Delay or default in payment of interest/ principal amount
i. Disclosures in the offer document on terms of issue
ii. Delay in payment from the due date
iii. Reasons for delay/ non-payment, if any
11. Any other material information
Note:
i. Merchant Banker can give its comments on any of the above sections
ii. Merchant Banker may obtain information/ clarification from the issuer or stock
exchange, wherever felt necessary
iii. In case any of the above reporting dates happens to be a holiday, the
immediately following working day may be taken
Page 34 of 93
ANNEXURE V
INVESTOR CHARTER-IPOs & FPOs (including OFS)
VISION STATEMENT:
To continuously earn trust of investors and emerge as solution provider with integrity.
MISSION STATEMENT:
1. Act in investors’ best interests by understanding needs and developing solutions.
2. Enhance and customise value generating capabilities and services.
3. Disseminate complete information to investors to enable informed investment
decision.
DESCRIPTION OF ACTIVITIES / BUSINESS OF THE ENTITY
IPOs & FPOs – Act as a Merchant Banker to the Issuer / Selling Shareholder
DETAILS OF SERVICES PROVIDED TO INVESTORS
1. Upload Draft Red Herring Prospectus (DRHP) on SEBI / Stock Exchanges / Lead
Managers Website for public comments and also upload RHP/Prospectus.
2. Publish public announcement within two days of filing the draft offer document with
SEBI
3. Disclose price performance summary of preceding past 10 public issues handled by
lead managers in draft offer document
4. Disclose on lead managers’ website the track record of the performance of the public
issues managed by them
5. Publish details of anchor investor allocation on the website of stock exchanges before
the issue opens
6. Keep Issue Open for 3 working days (extendable up to maximum 10 working days)
7. Ensure material contracts and documents are available for inspection as per details in
Offer Document
8. Publish price band advertisement in newspaper at least two working days before
opening of the issue
9. Ensure pre-filled application forms are available on the websites of the stock
exchange(s)
10. Ensure listing and commencement of trading within six working days of the offer
closing date
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11. Publish details of subscription, basis of allotment, date of credit of specified securities
and date of filing of listing application, etc. in newspapers within ten days from the
date of completion of each activity.
TIMELINES
Timeline for
Sr.
Activity which activity Information where available
No.
takes place
Filing of draft offer document 0 Websites of SEBI, Stock
by company for public Exchanges, Lead Managers
1 comments
Public Announcement Within 2 days of Newspaper - English,
filing DoD with regional, Hindi
2 SEBI
Details of anchor investors 1 day before issue Stock Exchanges website
3 allocation opening date
Issue opening date 3 working days Stock Exchanges website
after filing RHP
4 with RoC
Availability of application Till issue closure Stock Exchanges website
5 forms date
Availability of material Till issue closure Address given in Offer
documents for inspection by date Document
6 investors
Availability of General Till issue closure LM website and stock
7 Information Document date exchange website
Price Band Advertisement 2 working days Newspaper advertisement
prior to issue
8 opening date
Total demand in the issue Issue closure date Stock exchanges website on
9 hourly basis
Commencement of trading within 6 working Newspaper advertisement
10 days
Delay in unblocking ASBA More than 4 Compensation to investor
Accounts working days @Rs. 100/day by
11 intermediary causing delay
Advertisement on subscription Within 10 days Newspaper advertisement
12 and basis of allotment
Allotment status and allotment Completion of By email / post
13 advice basis of allotment
RIGHTS OF INVESTORS
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1. Investors can request for a copy of the offer document and / or application form from the
issuer/ Lead Manager(s)
2. Retail investors are allowed to cancel their bids before issue closing date
3. In case of delay in unblocking of amounts blocked through the UPI Mechanism exceeding four
working days from the offer closing date, the Bidder shall be compensated by the intermediary
responsible for causing such delay in unblocking
4. Investors will get SMS w.r.t. allotment status and allotment advice will be sent in through email
/ physical to successful allottees
5. If allotted shares, all Rights as a Shareholder (as per Offer Document)
DOS AND DON’TS FOR THE INVESTORS
Dos
1. Check eligibility to invest in the RHP and under applicable law, rules, regulations, guidelines
and approvals
2. Submit bids only thru ASBA (other than Anchor Investors)
3. Read all instructions carefully in the Bid cum Application Form
4. Ensure that Bid cum Application Form bearing the stamp of a Designated Intermediary is
submitted to the Designated Intermediary at the Bidding Centre within the prescribed time
5. Ensure you have funds equal to the Bid Amount in the ASBA Account maintained with the
SCSB
6. Ensure that name(s) given in the Bid cum Application Form is/are exactly the same as the
name(s) in which the beneficiary account is held with the Depository Participant
Don’ts
1. Do not Bid for lower than the minimum Bid size
2. Do not submit the Bid for an amount more than funds available in your ASBA account
3. If you are a Retail bidder and are using UPI mechanism, do not submit more than one ASBA
Form for each UPI ID
4. Do not submit a Bid/revise a Bid with a price less than the Floor Price or higher than the Cap
Price
Page 37 of 93
INVESTOR GRIEVANCE REDRESSAL MECHANISM AND HOW TO ACCESS IT
Investor Complaint
 Issuer (for email ID
refer to Offer
Documents)
 SEBI
(www.sebi.gov.in)
 Stock Exchanges
(www.nseindia.com;
www.bseindia.com)
Registrar to Issue/Offer
 Merchant Banker
(Mainly for bidding/ post
(for email ID refer to Offer
issue/ allotment related
Documents)
grievances)
Scores
(for email ID refer to Offer
(https:/scores.gov.in)
Document)
Scores
(https:/scores.gov.in
)
SCSBs Sponsor Bank
(Blocking/ Unblocking related (UPI Bid related grievances)
grievances) (for email ID refer to Offer
Document)
TIMELINES FOR RESOLUTION OF INVESTOR GRIEVANCES IN IPOs /FPOs)
Page 38 of 93
Sr. Activity No. of
No calendar
days
1 Investor grievance received by the lead manager T
2 Manager to the offer to identify the concerned intermediary and it T+1
shall be endeavoured to forward the grievance to the concerned
intermediary/ies on T day itself
3 The concerned intermediary/ies to respond to the lead manager X
with an acceptable reply / proof of resolution
5 Lead manager, the concerned intermediary/ies and the investor Between T
shall exchange between themselves additional information related and X
to the grievance, wherever required
4 LM to reply to the investor with the reply / proof of resolution X+3
5 Best efforts will be undertaken by lead manager to resolve the grievance within
T+30
Nature of investor grievance for which the aforesaid timeline is applicable
1. Delay in unblocking of funds
2. Non allotment / partial allotment of securities
3. Non receipt of securities in demat account
4. Amount blocked but application not bid
5. Application bid but amount not blocked
6. Any other nature as may be informed from time to time
Mode of receipt of investor grievance
The following modes of receipt will be considered valid for processing the grievances in the
timelines discussed above
1. Letter from the investor addressed to the lead manager at its address mentioned in the offer
document, detailing nature of grievance, details of application, details of bank account, date of
application etc
2. E-mail from the investor addressed to the lead manager at its e-mail ID mentioned in the offer
document, detailing nature of grievance, details of application, details of bank account, date of
application etc
3. On SEBI Complaints Redress System (SCORES) platform.
Nature of enquiries for which the lead manager shall respond to / escalated promptly
1. Availability of application form
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2. Availability of offer document
3. Process for participating in the issue / mode of payments
4. List of SCSBs / syndicate members
5. Date of issue opening / closing / allotment / listing
6. Technical setbacks in net-banking services provided by SCSBs / UPI mechanism
7. Any other query of similar nature
RESPONSIBILITIES OF INVESTORS (EXPECTATIONS FROM THE INVESTORS)
1. Read and understand the terms of offer documents, application form, and issue related
literature carefully and fully before investing.
2. Consult own tax consultant with respect to the specific tax implications
3. Provide full and accurate information in the application form as maybe required while making
an application and keep records of the same.
4. Ensure active demat/ broking account before investing.
5. Ensure correctness of all Demographic Details Bidder’s address, name of the Bidder’s father
or husband, investor status, occupation, bank account details, PAN and UPI ID
6. Provide full and accurate details when making investor grievances to merchant bankers.
7. After the company is listed Investor to keep abreast of material developments and corporate
actions like mergers, de-mergers, splits, rights issue, bonus, dividend etc.
Page 40 of 93
INVESTOR CHARTER- RIGHTS ISSUE
VISION STATEMENT:
To continuously earn trust of investors and emerge as solution provider with integrity.
MISSION STATEMENT:
1. Act in investors’ best interests by understanding needs and developing solutions.
2. Enhance and customize value generating capabilities and services.
3. Disseminate complete information to investors to enable informed investment decision.
DESCRIPTION OF ACTIVITIES / BUSINESS OF THE ENTITY:
Act as Lead Manager to Rights Issue by a Listed Company
SERVICES PROVIDED TO INVESTORS:
● Letter of Offer and other Rights Issue materials: should contain all material
disclosures.
● Upload Draft LoF on website of the Lead Managers.
● Make a public announcement, within 2 days of filing of the DLoF with SEBI, and invite
comments from
● Make available the Abridged Letter of Offer (“ALoF”), application form and Rights
Entitlement Letter.
● Make material contracts and documents available for inspection at the time and place
mentioned in the LoF
● Record Date, Rights Issue Price, Rights Entitlement (“RE”) ratio, Issue Period:
● Announce the record date to determine eligible shareholders SEBI (LODR) Regulations.
● Record date, price, RE ratio, renunciation period, Rights Issue period in the LoF, ALoF etc.
● A link to the SEBI website that includes the list of SCSBs registered with SEBI, which offer
the facility of ASBA to be given in LoF.
● Availability of LoF and other issue materials:
● ALoF, along with application form, sent to all the existing shareholders at least 3 days
before the date of opening of the Rights Issue.
● Copy of the LoF also hosted on the website of issuer, SEBI, Stock Exchanges and Lead
Managers. Existing shareholders can get a copy of the LoF from the issuer/ Lead
Manager(s).
● Pre-Issue Advertisement, published at-least 2 days before Rights Issue opens.
● Application Procedure: Applications in a Rights Issue can only be made through
Applications Supported by Blocked Amount (“ASBA”) through Self Certified Syndicate
Banks (“SCSBs”) in the following manner:
● Physical ASBA – Application form to be printed, filled-in and submitted to the designated
branches of the SCSBs.
● Online ASBA – Online/ electronic application to be made through using the website of the
SCSBs.
o Plain Paper Applications: Shareholders who have neither received the application
form nor are in a position to obtain a duplicate application form can make an
application through plain paper as per details provided by such shareholders are
disclosed in the LoF. Shareholders should note that applicants applying on plain
Page 41 of 93
paper cannot renounce their rights. Further, if application is made on plain paper and
application form, both are liable to be rejected.
● SEBI may also prescribe any other application methods for a Rights Issue and the same will
be suitably disclosed in the LoF.
● Credit of electronic REs:
● A separate ISIN is created for REs and remains frozen till the issue opening date.
● REs credited to the demat account of the shareholders as on the record date, before the
issue opening date.
● REs credited to suspense escrow account in cases where such as shares held in physical
form, shares under litigation, frozen demat account, details of demat account not available,
etc.
● How can investors check their REs?
● Rights entitlement letter is sent to the shareholders and also available on the website of the
Registrar.
● Receipt of credit message from NSDL/ CDSL.
● Demat statement from depository participant showing credit of REs.
● Options available to shareholders relating to REs:
● Apply to full extent of REs or for a part of the RE (without renouncing the other part)
● Apply for a part of RE and renounce the other part of the RE
● Apply for full extent of RE and apply for additional rights securities
● Renounce the RE in full
● Trading in Electronic REs: Investors can trade REs in electronic form during the
renunciation period in the following manner:
● On Market Renunciation:
o Buy/ sell on the floor of the stock exchanges through a stock broker with T+2 rolling
settlement.
o Closes 4 working days prior to the closure of the Issue.
● Off Market Renunciation:
o Buy/ sell using delivery instruction slips.
o To be completed in such a manner that the REs are credited to the demat account of
the renouncees on or prior to the Rights Issue closing date.
● Allotment procedure, Credit of Securities and Unblocking:
● The allotment is made by the issuer as per the disclosures made in the LoF.
● Securities are allotted and/ or application monies are refunded or unblocked within such
period as may be specified by SEBI and disclosed in the LoF.
● Allotment, credit of dematerialized securities, refunding or unblocking of application monies,
as may be applicable, are done electronically.
● A post-issue advertisement with prescribed disclosures including details relating to
subscription, basis of allotment, value and percentage of successful allottees, date of
completion of instructions to SCSBs by the Registrar, date of credit of securities, and date of
filing of listing application, etc. is released within 10 days from the date of completion of the
various activities.
● Investors should also note:
● REs which are neither renounced nor subscribed, on or before the issue closing date will
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lapse and shall be extinguished after the Issue Closing Date.
● Investors who purchase REs from the secondary market must ensure that they make an
application and block/ pay the Rights Issue price amount.
● No withdrawal of application is permitted after the issue closing date.
● All allotments of securities shall be made in the dematerialised form only.
● Physical shareholders are required to provide their demat account details to the Issuer/
Registrar to the Issue for credit of REs not later than 2 working days prior to issue closing
date, such that credit of REs in their demat account takes place at least one day before
issue closing date
TIMELINES - RIGHTS ISSUES
Sr. Timeline for which Information where available/
No. Activity activity takes place Remarks
1 Filing of DLoF by DLoF made public for at- Websites of SEBI, Stock
Issuer for public least 21 days from the Exchanges, Lead Managers
comments (if not a fast date of filing the DLoF
track Rights Issue)
2 Public Announcement Within 2 days of filing of Newspaper - english, hindi,
w.r.t. DLoF filing and the DLoF with SEBI regional (at the place where the
inviting the public to registered office of the Issuer is
provide comments in situated)
respect of the
disclosures made in
DLoF
3 Record Date Advance notice of at-least Websites of Stock Exchanges;
3 working days (excluding Record Date also disclosed in
the date of intimation and LoF, ALoF, Application Form,
the Record Date) Pre-Issue Advertisement
4 Dispatch of ALoF along Must be completed at- Dispatched through registered
with Application Form least 3 days before the post or speed post or by courier
and RE Letter date of opening of the service or by electronic
issue transmission
5 Pre-Issue At-least 2 days before the Newspaper Advertisement
Advertisement date of opening of the (english, hindi, regional) with
issue information such details of date
of completion of dispatch of
ALoF and Application Form;
obtaining duplicate Application
Forms, (c) application procedure
etc.
6 Availability of electronic Before issue opening Websites of Stock Exchanges,
copy Application Form Registrar to Issue and SCSBs
and ALoF
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7 Availability of LoF Typically uploaded on the Website of Issuer, SEBI, Stock
same day as filing with the Exchanges and Lead Managers.
Stock Exchanges Existing shareholders can also
request for copy of the LoF and
the same shall be provided by
the issuer/ Lead Manager(s)
8 Rights Entitlement - RE Information available in RE
Information Letter sent to shareholders,
available on Registrar's website,
credit message from NSDL/
CDSL when electronic REs are
credited and demat statement
from depository.
9 Credit of Rights Before the issue opening Credit message from NSDL/
Entitlement to the date CDSL (e-mail/ SMS); Demat
demat account of the statement from depository
shareholders as on participant showing credit of
Record Date REs; Last date for credit of REs
mentioned in LoF.
10 Issue opening date Difference of at-least 3 Stock Exchange website;
days between dispatch of Disclosure made in LoF, ALoF,
the ALoF along with Application Form, Pre-Issue
Application Form and Advertisement
issue opening date + at-
least 2 days between
issue of Pre-Issue
Advertisement and issue
opening date
11 On Market 4 working days prior to Information on the procedure for
Renunciation issue closing date On Market Renunciation
disclosed in LoF; Last date for
On Market Renunciation
disclosed in LoF, Application
Form along with ALoF, Pre-
Issue Advertisement
12 Off Market REs must be credited to Information on the procedure for
Renunciation the demat account of the Off Market Renunciation
renouncees on or prior to disclosed in LoF; Disclosure that
the issue closing date REs must be credited to the
demat account of the
renouncees on or prior to the
issue closing date in LoF
13 Physical shareholders 2 days prior to issue Disclosure made in LoF
(if any) can provide closing date
their demat account
details to Issuer/
Registrar
14 Credit of REs of demat 1 day prior to issue closing Disclosure made in LoF;
accounts of Physical date Intimation of credit by e-mail/
Shareholders, as SMS
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provided by them to the
Issuer/ Registrar
15 Withdrawal/ Issue closing date Disclosure made in LoF
Cancellation of bids
16 Issue closing date Rights Issue kept open for Stock Exchange website;
a minimum period of 15 Disclosure made in LoF, ALoF,
days and maximum period Application Form, Pre-Issue
of 30 days Advertisement
17 Credit of securities, Within 15 days from issue Credit confirmation by e-mail/
allotment status and closing date SMS from depository; Allotment
allotment advice advice through electronic/
physical intimations
18 Lapsed REs are On completion of REs which are neither
extinguished and ISIN allotment, the ISIN for REs renounced nor subscribed by
for REs is permanently is deactivated in the shareholders, shall lapse after
deactivated depository system by the closure of the Issue. Issuer shall
depositories ensure that lapsed REs are
extinguished from depository
system once securities are
allotted pursuant to the Issue.
Once allotment is done, the ISIN
for REs shall be permanently
deactivated in the depository
system by the depositories.
19 Unblocking ASBA Within 15 days from issue In case of any delay in giving
Accounts/ refunds closing date the instructions, the Issuer shall
undertake to pay interest at the
rate of 15% per annum to the
shareholders within such time
as disclosed in the LoF
20 Commencement of Typically the working day Notices posted on websites of
trading after the date of credit of Stock Exchanges
securities to the allottees
21 Post issue Within 10 days from the Newspaper - english, hindi,
advertisement on date of completion of the regional (at the place where the
subscription and basis various activities registered office of the Issuer is
of allotment situated)
RIGHTS OF INVESTORS
● Receive transferable and transmittable rights shares that rank pari passu in all respects with
the existing shares of the Issuer Company.
● Receive ALoF with Application Form prior to Issue Opening Date.
● Receive REs in dematerialized form prior to Issue Opening Date.
● Receive allotment advice and letters intimating unblocking of ASBA account or refund (if
any).
● Existing shareholder has the right to request for a copy of LoF and the same shall be
provided by the Issuer/ Lead Manager.
● All such rights as may be available to a shareholder of a listed public company under the
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Companies Act, the Memorandum of Association and the Articles of Association.
DO’s and DON’Ts FOR INVESTORS
DO’s:
● Carefully read through and fully understand the LoF, ALoF, Application Form, rights
entitlement letters, application procedure and other issue related documents, and abide by
the terms and conditions.
● Ensure accurate updation of demographic details with depositories - including the address,
name, investor status, bank account details, PAN, e-mails addresses, contact details etc.
● Have/ open an ASBA enabled bank account with an SCSB, prior to making the Application.
● Ensure demat/ broking account is active.
● Provide necessary details, including details of the ASBA Account, authorization to the SCSB
to block an amount equal to the Application Money in the ASBA Account mentioned in the
Application Form, and also provide signature of the ASBA Account holder (if the ASBA
Account holder is different from the Investor).
● All Investors including Renouncees, must mandatorily invest in the Issue through the ASBA
process only and/ or any other mechanism as prescribed by SEBI and disclosed in the LoF/
ALoF.
● In case of non-receipt of Application Form, request for duplicate Application Form or make
an application on plain paper.
● Submit Application Form with the designated branch of the SCSBs before the Issue Closing
Date with correct details of bank account and depository participant
● Ensure that sufficient funds are available in the ASBA account before submitting the same
to the respective branch of SCSB.
● Ensure an acknowledgement is received from the designated branch of SCSB for
submission of the Application Form in physical form.
● All Investors should mention their PAN number in the Application Form, except for
Applications submitted on behalf of the Central and the State Governments, residents of
Sikkim and the officials appointed by the Courts.
● Ensure that the name(s) given in the Application Form is exactly the same as the name(s) in
which the beneficiary account is held with the Depository Participant.
● Trading of REs should be completed in such a manner that they are credited to the demat
account of the renouncees on or prior to the Rights Issue closing date.
● Investors who purchase REs from the secondary market must ensure that they make an
application and block/ pay the Rights Issue price amount.
● All communication in connection with application for the rights shares, including any change
in address of the Investors should be addressed to the Registrar prior to the date of
allotment quoting the name of the first/ sole Investor, folio numbers/ DP Id and Client Id.
Further, change in address should also be intimated to the respective depository participant.
● In case the Application Form is submitted in joint names, ensure that the beneficiary
account is also held in same joint names and such names are in the sequence in which they
appear in the Application Form.
● Investors holding Equity Shares in physical form, who have not provided the details of their
demat account to the Issuer Company or the RTA, are required to provide such details to
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the RTA, no later than two working days prior to the Issue Closing Date to enable the credit
of their REs by way of transfer from the suspense Demat escrow account to their respective
Demat accounts, at least one day before the Issue Closing Date.
● Investors may withdraw their Application at any time during Issue Period by approaching the
SCSB where application was submitted.
● Sign and/ or submit all such documents and do all such acts that are necessary for
allotment of Rights shares in the Issue.
● Provide accurate information and investor details while filing for investor complaints/
grievances.
DON’Ts
● Investors should not apply on plain paper after submitting CAF to a designated branch of
the SCSB.
● Investor should not pay the application money in cash, by cheque, demand draft, money
order, pay order or postal order.
● Physical Application Forms should not be sent to the Lead Manager/ Registrar/ to a branch
of the SCSB which is not a designated branch; instead those are to be submitted only with a
designated branch of the SCSB.
● GIR number should not be provided instead of PAN as the application is liable to be
rejected.
● Do not apply with an ASBA account that has been used for five or more Applications.
● Do not instruct the SCSBs to release the funds blocked under the ASBA process.
● Investors cannot withdraw their Application post the Issue Closing Date.
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INVESTOR GRIEVANCE REDRESSAL MECHANISM AND HOW TO ACCESS IT
Investor Complaint
 Issuer (for email ID refer
to Offer Documents)
 SEBI (www.sebi.gov.in)
 Stock Exchanges
(www.nseindia.com;
www.bseindia.com)
Registrar to Issue/Offer
 Merchant Banker
(Mainly for REs/
(for email ID refer to Offer
Renunciation / bidding/ post
Documents)
issue/ allotment related
 Scores
grievances)
(https:/scores.gov.in)
(for email ID refer to Offer
Document)
SCSBs
(Blocking/ Unblocking related
grievances)
TIMELINES FOR RESOLUTION OF INVESTOR GRIEVANCES- RIGHTS ISSUES
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Sr. Activity No. of calendar
No days
1 Investor grievance received by the lead manager T
2 Lead Manager to the offer to identify the concerned T+1
intermediary and it shall be endeavoured to forward the
grievance to the concerned intermediary/ies on T day
istelf
3 The concerned intermediary/ies to respond to the lead X
manager with an acceptable reply
4 Investor may escalate the pending grievance, if any, to a T+21
senior officer of the lead manager of rank of Vice
President or above
5 Lead manager, the concerned intermediary/ies and the Between T and X
investor shall exchange between themselves additional
information related to the grievance, wherever required
6 LM to respond to the investor with the reply Upto X+3
7 Best efforts will be undertaken by lead manager to respond to the grievance
within T+30
Nature of investor grievance for which the aforesaid timeline is applicable
1. Delay in unblocking of funds
2. Non allotment/ partial allotment of securities
3. Non receipt of securities in demat account
4. Amount blocked but application not made
5. Application made but amount not blocked
6. Any other grievance as may be informed from time to time
Mode of receipt of investor grievance
The following modes of receipt will be considered valid for processing the grievances in the
timelines discussed above
1. Letter from the investor addressed to the lead manager at its address mentioned in the offer
document, detailing nature of grievance, details of application, details of bank account, date of
application etc
2. E-mail from the investor addressed to the lead manager at its e-mail address mentioned in the
offer document, detailing nature of grievance, details of application, details of bank account,
date of application etc
3. On SEBI Complaints Redress System (SCORES) platform.
Nature of enquiries for which the Lead manager shall endeavour to resolve such enquiries/
queries promptly during the issue period.
1. Availability of application form, ALoF
2. Availability of offer document
3. Credit and trading in Res; Options available to shareholders relating to REs
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4. Process for participating in the issue/ mode of payments
5. List of SCSBs
6. Record Date, Rights Issue Price, RE ratio, Issue Period, date of allotment, date of listing
7. Technical setbacks in services provided by SCSBs/ other payment mechanisms
8. Any other query of similar nature
RESPONSIBILITIES OF INVESTORS
● Read the LoF, ALoF, application form, rights entitlement letters and other issue related
literature carefully and fully before investing, including the risk factors section.
● Fully understand the terms of investment and timelines involved in the issue process as
disclosed in the LoF, ALoF, application form, and issue related literature.
● Consult his or her own tax consultant with respect to the specific tax implications arising out
of their participation in the issue.
● Provide full and accurate information in the application form as maybe required while
making an application and when making investor grievances; Also keep records of the
same.
● Ensure active demat/ broking account before investing.
● Shareholders should ensure to register E-mail Id with the Company or Depository for timely
updates on Corporate actions.
● Keep abreast of material developments relating to the company inter alia by checking the
company’s website or the websites of the Stock Exchanges including for corporate actions
like mergers, de-mergers, splits, rights issue, bonus, dividend etc.
INVESTOR CHARTER-QUALIFIED INSTITUIONS PLACEMENT (QIPs)
VISION STATEMENT:
To continuously earn trust of investors and emerge as solution provider with integrity.
MISSION STATEMENT:
1. Act in investors’ best interests by understanding needs and developing solutions.
2. Enhance and customise value generating capabilities and services.
3. Disseminate complete information to investors to enable informed investment decision.
DESCRIPTION OF ACTIVITIES / BUSINESS OF THE ENTITY:
Act as Lead Manager to QIP
SERVICES PROVIDED TO INVESTORS:
Page 50 of 93
(1) Select QIBs receive Offer Documents (PPD/ PD): Preliminary Placement Document
(“PPD”) and Placement Document (“PD”) contain material information required under
applicable laws. The PPD and PD are serially numbered and copies the same are
circulated only to select QIBs. PPD and PD placed on websites of the relevant Stock
Exchange(s) and of the issuer.
(2) Key terms of the QIP included in the PPD which is sent to select QIBs on issue opening
date, include the following:
● the relevant date (typically the date when the issuer’s board of directors or
committee of directors duly authorised by the board of directors decides to open the
QIP)
● the floor price (determined in terms of the ICDR Regulations)
(3) QIP Closing Date: QIBs participating in the QIP should look out for the outcome of the
meeting of the board of directors of the issuer or a committee of directors, notifying the date
of closure of the QIP and the final QIP price. In this regard, a minimum notice period of at-
least 2 working days (excluding the date of notice and the date of meeting) is required to be
provided by the issuer under the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) (Amendment) Regulations.
(4) Application Process: QIBs submit the filled-in application forms to the lead managers
along with credit of their subscription monies (which is kept in a separate bank account), on
or prior to the close of the QIP.
(5) Allotment: QIBs should take note of the following regarding allotment pursuant to QIP:
● QIP issue size <= Rs.250 crores; minimum 2 allottees.
● QIP issue size > Rs.250 crores; minimum 5 allottees.
● Minimum 10% to be allotted to mutual funds. However, any unsubscribed portion
may be allotted to other QIBs.
● No allotment, either directly or indirectly, to any QIB who is a promoter or any
person related to the promoters of the issuer.
● No individual allottee is allowed to have more than 50% of the total amount issued.
● QIB under the same group/ under same control is considered as single allottee.
● On approval of the allotment by the board of directors of the issuer/ committee of
directors, QIBs which have received allotment in the QIP receive a serially
numbered PD (including the final QIP price, issue period details etc.) and
confirmation of allotment note (CAN). Thereafter, the credit of shares to successful
allottees takes place.
(6) Disclosure of list of investors in the PD and Stock Exchange websites:
● Names of the allottees and the percentage of their post-issue shareholding is
disclosed in the PD.
● The names of the allottees are also be mentioned in PAS-3 (ROC form for allotment
to be filed by the Company).
● In case, any QIB belonging to the same group/ under same control is allotted more
Page 51 of 93
than 5% of the equity shares, their names along with the number of equity shares
allotted are disclosed on the websites of the stock exchanges
(7) Restrictions on Transferability: QIBs should note that specified securities issued under a
QIP are subject to lock-in for 1 year, unless sold on the floor of stock exchange.
TIMELINES - QIPs
Sr. Timeline for which Information where available/
No. Activity activity takes place Remarks
1 Issue opening date Typically the same day Websites of Stock Exchanges;
when Issuer's Board/ Also disclosed in the PPD, PD
Committee decides to
open the issue
2 Availability of PPD Typically available on the BRLMs circulate serially numbered
same day as when the copies of the PPD to select QIB
Issuer's Board/ investors; Copies of PPD also
Committee decides to available in the websites of Stock
open the issue Exchanges and Issuer
3 Availability of details Part of PPD, PD, Details available in PPD, PD,
of Lead Managers, Application Form Application Form
Escrow Bank
4 Availability of the Part of PPD, PD Floor Price typically disclosed in
Floor Price, key terms the outcome to the Board/
of the issue etc. Committee meeting. Floor Price,
key terms etc. disclosed in the
PPD, PD
5 Availability of No later than issue BRLMs circulate application forms
application forms closing to select investors; Sample
application form is sometimes also
available in the PPD
6 Submission of filled-in No later than issue Application forms submitted by
application forms and closing QIB investors to BRLMs;
subscription monies Subscription monies credited to a
separate bank account, as per
details provided to the QIB
investors
7 Outcome of Issuer's Post completion of the Websites of Stock Exchanges; QIP
Board or Committee Board/ Committee price also disclosed in the PD and
meeting to decide meeting CAN
final QIP price;
Availability of final
QIP price
8 Issue closing date Typically the same date Websites of Stock Exchanges;
as the Issuer's Board or Also disclosed in the PD
Committee meeting to
decide final QIP price
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9 Confirmation of Typically on the same BRLMs to circulate serially
Allocation Note (CAN) day as the issue closing numbered CANs and PDs to
and serially numbered or the next day successful applicants; CAN
PD sent to successful includes details of securities
allottees allocated to each QIB applicant,
issue price and bid amount,
probable date of credit of securities
to the applicant’s demat account
10 Availability of PD Typically on the same BRLMs circulate serially numbered
day as the issue closing copies of the PD to QIB applicants
or the next day which have received allocation;
Copies of PD also available in the
websites of Stock Exchanges and
Issuer
11 List of allottees Part of PD Included in PD and Form PAS-3
(ROC form for allotment to be filed
by the Issuer)
12 Board/ Committee Typically the same day Outcome of meeting uploaded on
meeting to approve as circulation of CANs websites of Stock Exchanges
allotment and PD to successful
allottees
13 List of allottees Typically given together Websites of the Stock Exchanges
allotted more than 5% with the outcome of
of the securities Board/ Committee
offered meeting for allotment
14 Credit of securities to Corporate action by Confirmation of credit to allottees
demat accounts of Issuer on the same day through e-mail/ SMS by DP
allottees as approval of allotment
or next working day
15 Commencement of Typically, application to Notices posted on websites of
trading the Stock Exchanges is Stock Exchanges
made at the same time
as the corporate action
for credit of securities
RIGHTS OF INVESTORS
1. Receive transferable and transmittable equity shares that rank pari passu in all respects
with the existing equity shares of the Issuer Company.
2. Receive PPD, PD, application form, CAN from the Issuer Company/ Lead Managers.
3. Response to investor queries.
4. All such rights as may be available to a shareholder of a listed public company under the
Companies Act, the Memorandum of Association and the Articles of Association.
DO’s and DON’Ts FOR INVESTORS
DO’s:
1. Carefully read through and fully understand the PD, PD, application form, CAN and other
issue related documents, and abide by the terms and conditions.
2. Ensure accurate updation of demographic details with depositories - including the address,
name, investor status, bank account details, PAN, e-mails addresses, contact details etc.
Page 53 of 93
3. Ensure active demat/ broking account before investing, as securities will be allotted in
dematerialized form.
4. Ensure valid QIB registration.
5. Provide full and accurate information in duly filled-in application form.
6. Review Stock Exchange website for the outcome of the meeting of the board/ committee of
directors of the Issuer, notifying the date of closure of QIP, the final QIP price etc.
7. Submit duly filled-in application forms to Lead Managers along with credit of the
subscription monies, which is kept in a separate bank account on or prior to the close of
QIP.
8. Provide accurate information and investor details while making any query.
DON’Ts
1. Investors should not sell securities allotted in a QIP during the lock-in period, except on the
floor of the Stock Exchanges.
2. Investors should not trade in the securities allotted in a QIP, prior to the receipt of final
listing and trading approvals from Stock Exchanges.
3. Investors should not participate in the Issue, if the Investor is not an eligible QIB as defined
under Regulation 2(1)(ss) of the ICDR Regulations.
4. Investors should not forward, circulate or distribute the application form, PPD, PD and CAN
or any accompanying issue related documents sent to them to any third party.
5. Investors cannot withdraw, modify, cancel or revise their application downwards after the
Issue Closing Date.
INVESTOR GRIEVANCE REDRESSAL MECHANISM AND HOW TO ACCESS IT
Investor Complaint
 Issuer (for email ID refer to
Offer Documents)
 SEBI (www.sebi.gov.in)
 Stock Exchanges
(www.nseindia.com;
www.bseindia.com)
 Merchant Banker
(for email ID refer to Offer Documents)
 Scores (https:/scores.gov.in)
Scores (https:/scores.gov.in)
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TIMELINES FOR RESOLUTION OF INVESTOR GRIEVANCES IN QIPs
Sr. No Activity No. of calendar days
1 Investor grievance received by the lead manager T
2 Lead manager to identify the concerned person T+1
(company/ intermediary) and it shall be endeavoured to
forward the grievance to the said person on T day istelf
3 The company/ concerned intermediary to respond to the X
lead manager with an acceptable reply
4 Investor may escalate the pending grievance, if any, to T+21
a senior officer of the lead manager of rank of Vice
President or above
5 Lead manager, the company/ concerned Between T and X
intermediary/ies and the investor shall exchange
between themselves additional information related to
the grievance, wherever required
6 LM to respond to the investor with the reply Upto X+3
7 Best efforts will be undertaken by lead manager to respond to the grievance
within T+30
Nature of investor grievance for which the aforesaid timeline is applicable
1. Delay in refunds, if any
2. Non-allocation/ allotment of securities after receipt of CAN/ payment of application amount
3. Non receipt of securities in demat account
4. Any other grievance as may be informed from time to time
Mode of receipt of investor grievance
The following modes of receipt will be considered valid for processing the grievances in the
timelines discussed above
1. Letter from the investor addressed to the lead manager at its address mentioned in the offer
document, detailing nature of grievance, details of application, details of bank account, date of
application etc
2. E-mail from the investor addressed to the lead manager at its e-mail address mentioned in the
offer document, detailing nature of grievance, details of application, details of bank account,
date of application etc
3. On SEBI Complaints Redress System (SCORES) platform.
Nature of enquiries for which the Lead manager shall endeavour to resolve such enquiries/
queries promptly during the issue period.
1. Process for applying in the QIP and making payments
2. Terms of the QIP, allotment methodology, Issue Period, date of allotment, date of listing
3. Non-receipt of CANs
4. Any other query of similar nature
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RESPONSIBILITIES OF INVESTORS
1. Read the PPD, PD, application form and other issue related literature carefully and fully
before investing.
2. Fully understand the terms of investment and timelines involved in the issue process as
disclosed in the PPD, PD, application form, and issue related literature.
3. Consult his or her own tax consultant with respect to the specific tax implications arising out
of their participation in the issue.
4. Provide full and accurate information in the application form as maybe required while
making an application and when making investor grievances; Also keep records of the
same.
5. Ensure active demat/ broking account before investing.
6. Applications using third party bank accounts are liable for rejection.
7. Shareholders should ensure to register E-mail Id with the Company or Depository for timely
updates on Corporate actions like dividend, Buyback, takeover etc.
8. Keep themselves informed of material developments relating to the company inter alia by
checking the company’s website or the websites of the Stock Exchanges including for
corporate actions like mergers, de-mergers, splits, rights issue, bonus, dividend etc.
Page 56 of 93
INVESTOR CHARTER – PREFENTIAL ISSUE
VISION STATEMENT:
To continuously earn trust of investors and emerge as solution provider with integrity.
MISSION STATEMENT:
1. Act in investors’ best interests by understanding needs and developing solutions.
2. Enhance and customise value generating capabilities and services.
3. Disseminate complete information to investors to enable informed investment decision.
DESCRIPTION OF ACTIVITIES / BUSINESS OF THE ENTITY
Act as merchant banker/advisor for the transaction
SERVICES PROVIDED FOR INVESTORS
1. Issuers disclose all matters w.r.t. objects of issue, maximum number of securities etc as
stipulated in SEBI Regulations in the explanatory statement attached notice to shareholder
2. Price of the equity shares to be determined as per SEBI Regulations.
3. Information w.r.t. lock-in provisions, considerations payable at the time of allotment, tenor of
convertible securities disclosed in the Explanatory Statement
4. Allotment pursuant to the special resolution shall be completed within a period of fifteen days
from the date of passing of shareholders resolution.
TIMELINES
Sr. Activity Timeline for which Information where available
No. activity takes place
1 Outcome of the board 30 mins from Website of Company, Stock
meeting completion of board Exchanges
meeting
2 Advertisement to be made in 21 days before EGM Newspapers, website of
the principal vernacular Company and Stock Exchanges
language of the district in
which the registered office of
the company is situated and
having a wide circulation in
that district and at least once
in English language in an
English newspaper, having
country-wide
circulation
3 Relevant Date for 30 days prior to the Notice of EGM sent to
determining preferential issue date of shareholder shareholder and available of
price approval website of Company and Stock
Exchanges
4 Outcome of the board 30 mins from Website of Company, Stock
meeting approving allotment completion of board Exchanges
meeting
5 Allotment of Equity shares within 15 days Intimation will be sent to all
Investors
Page 57 of 93
RIGHTS OF INVESTORS
1. Receive the notice and the explanatory statement with the required details about the
proposed preferential issue
2. Right to seek clarification in accordance with the grievance redressal mechanism policy of the
company
3. Such other rights, as may be available to a shareholder of a listed public company under the
Companies Act, the Listing Regulations and the AoA of the Company and other applicable
laws
DO’s and DON’Ts FOR INVESTORS
1. Provide correct and factual details as requested by the Issuer for compliance with
requirements under Companies, Act, 2013, ICDR Regulations and other relevant rules and
regulations.
2. Pay full consideration at the time of allotment in case of equity shares. In case of warrants,
pay at least 25% of the consideration at the time of allotment
3. Not delay in making the payments.
4. Ensure that payment is done only from the allottee's bank account.
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INVESTOR GRIEVANCE REDRESSAL MECHANISM AND HOW TO ACCESS IT
Investor Complaint
 Issuer (for email ID refer to Offer
Documents)
 SEBI (www.sebi.gov.in)
 Stock Exchanges (www.nseindia.com;
www.bseindia.com)
 Scores (https:/scores.gov.in) Registrar &
Transfer Agents
(for email ID refer
to Issuer’s Website)
TIMELINES FOR RESOLUTION OF INVESTOR GRIEVANCES - PREFERENTIAL ISSUE
Sr. Activity No. of calendar
No days
1 Investor grievance received by the Issuer and/or the RTA T
2 The Issuer and/or the RTA to respond to the investor with T+10
an acceptable reply
3 The Issuer and/or the RTA and the investor shall Between T and
exchange between themselves additional information T+10
related to the grievance, wherever required
4 In case any further coordination / information is required Up to T+20
by Issuer / RTA, final response to the investor should be
sent
5 Best efforts will be undertaken by Merchant bank to respond to the grievance
within T+30
Note:
It is not mandatory for the Issuer to appoint a Merchant Banker or any other entity as
Advisor or Arranger for the Preferential Issue and even if appointed, they are NOT
involved in the entire process of Issuance. Hence the Investors will have to take up their
grievance/s directly with the Company AND /OR RTAs.
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Nature of investor grievance for which the aforesaid timeline is applicable
1. Delay in refunds, if any
2. Non-receipt of notice or other relevant communication
3. Non receipt of securities in demat account
4. Any other grievance as may be informed from time to time
Mode of receipt of investor grievance
The following modes of receipt will be considered valid for processing the grievances in the
timelines discussed above
1. Letter from the investor addressed to the merchant bank at its address mentioned in any
relevant communication, detailing nature of grievance, details of application, details of bank
account, date of application etc
2. E-mail from the investor addressed to the merchant bank at its e-mail address mentioned in
the in the notice or any other relevant communication, detailing nature of grievance, details of
application, details of bank account, date of application etc
3. On SEBI Complaints Redress System (SCORES) platform.
Nature of enquiries for which the Merchant bank/Advisor/ Arranger shall endeavour to
resolve such enquiries/ queries promptly during the issue period.
1. Process for applying in the issue and making payments
2. Terms of the issue, pricing, allotment methodology, issue period, date of allotment, date of
listing
3. Any other query of similar nature
RESPONSIBILITIES OF INVESTORS
1. Stockholders should read notice and other related literature carefully.
2. Investor shall comply with regulatory requirement including investment limit under which it is
governed for example insurance companies, FPIs, Mutual Funds etc before investing in listed
companies.
3. Investor shall obtain required approval, if any before making investment
4. Investors should fully understand the terms of investment and timelines involved in the issue
process as disclosed in the offer document, application form, and issue related literature.
5. Investor to confirm and ensure that it is not directly or indirectly, debarred from accessing the
capital market or have been restrained by any regulatory authority from directly or indirectly
acquiring the Equity Shares.
6. Investor to confirm that it is not declared as wilful defaulter as per RBI circular.
7. Investor shall transfer subscription money to Company in reasonable time to ensure allotment
get completed in 15 days from the date of special resolution.
8. Investor should consult his or her own tax consultant with respect to the specific tax
implications arising out of their participation in the issue.
9. Investors should provide full and accurate information in the application form as maybe
required while making an application and keep records of the same.
10. Shareholders should ensure to register E-mail Id with the Company or Depository for timely
updates on Corporate actions like dividend, Buyback, Takeover etc.
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INVESTOR CHARTER- SME IPOs & FPOs (including OFS)
VISION STATEMENT:
To continuously earn trust of investors and emerge as solution provider with integrity.
MISSION STATEMENT:
1. Act in investors’ best interests by understanding needs and developing solutions.
2. Enhance and customise value generating capabilities and services.
3. Disseminate complete information to investors to enable informed investment decision.
DESCRIPTION OF ACTIVITIES / BUSINESS OF THE ENTITY
IPOs & FPOs for SME – Act as a Merchant Banker to the Issuer / Selling Shareholder
DETAILS OF SERVICES PROVIDED TO INVESTORS
1. Upload Draft Offer Document on Stock Exchange (s) / Lead Managers Website. and also
upload RHP/Prospectus SEBI / Stock Exchanges / Lead Managers Website
2. Disclose a summary statement in draft offer document of price performance of immediately
preceding past 10 public issues handled by lead managers in the current and two immediately
preceding financial years
3. Disclose on lead managers’ website the track record of the performance of the public issues
managed by them for a period of three financial years from the date of listing for each public
issue managed by the Lead Manager
4. Publish details of anchor investor allocation on the website of stock exchanges before the issue
opens for public subscription.
5. Keep Issue Open for a Period of 3 working days (extendable up to maximum 10 working days)
6. Ensure material contracts and documents are available for inspection as per details in Offer
Document
7. If floor price or price band not disclosed in the red herring prospectus, publish price band
advertisement in newspaper at least two working days before the opening of the issue and
upload on SEBI / Stock Exchanges Website
8. Ensure the relevant financial ratios are disclosed in the price band announcement and pre-filled
application forms are available on the websites of the stock exchange(s).
9. Listing and the commencement of trading of the Equity Shares on the Stock Exchanges within
six Working Days of the Offer Closing Date or such other time as may be prescribed by SEBI.
10. Publish advertisement details of subscription, basis of allotment, date of credit of specified
securities and date of filing of listing application, etc. within ten days from the date of
completion of the each activity.
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TIMELINES - SME IPOs & FPOs (including OFS)
Sr. Timeline for which
Activity Information where available
No. activity takes place
Filing of draft offer Websites of SEBI, Stock
1 0
document by company Exchanges, Lead Managers
Details of anchor 1 day before issue Stock Exchanges website
2
investors allocation opening date
3 working days after Stock Exchanges website
3 Issue opening date
filing RHP with RoC
Availability of Stock Exchanges website
4 Till issue closure date
application forms
Availability of material Address given in Offer Document
5 documents for Till issue closure date
inspection by investors
Availability of General LM website and stock exchange
6 Till issue closure date
Information Document website
Price Band 2 working days prior to
7 -
Advertisement issue opening date
Compensation to investor @ Rs.
Delay in unblocking More than 4 working
8 100/day by intermediary causing
ASBA Accounts days
delay
Advertisement on
9 subscription and basis Within 10 days Newspaper advertisement
of allotment
Allotment status and Completion of basis of
10 By email / post
allotment advice allotment
RIGHTS OF INVESTORS
1. Investors can request for a copy of the offer document and / or application form and the same
shall be provided by the issuer/ Lead Manager(s).
2. Retail investors are allowed to cancel their bids before issue closing date. Institutional and
Non-institutional investors are allowed to modify and only upward revise their bids during the
period the issue is open.
3. In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts
blocked through the UPI Mechanism) exceeding four working days from the offer closing date,
the Bidder shall be compensated at a uniform rate of ₹ 100 per day for the entire duration of
delay exceeding four working days from the offer closing date, by the intermediary responsible
for causing such delay in unblocking.
4. Investors get email and sms messages w.r.t. allotment status and allotment advice is sent in
through email / physical to successful allottees post completion of basis of allotment.
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5. If allotted shares, all Rights as a Shareholder (as per Offer Document)
DOS AND DON’TS FOR THE INVESTORS
Dos
1. Check Eligibility in the RHP and under applicable law, rules, regulations, guidelines and
approvals.
2. Submission of Bids – only ASBA (other than Anchor Investors) Read all the instructions
carefully and complete the Bid cum Application Form, as the case may be, in the prescribed
form
3. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is
submitted to the Designated Intermediary at the Bidding Centre within the prescribed time
4. Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the
SCSB, before submitting the ASBA Form to any of the Designated Intermediaries
5. Ensure that the name(s) given in the Bid cum Application Form is/are exactly the same as the
name(s) in which the beneficiary account is held with the Depository Participant
6. Ensure that the Bidder’s depository account is active, the correct DP ID, Client ID, the PAN,
UPI ID, if applicable, are mentioned in their Bid cum Application Form and that the name of the
Bidder, the DP ID, Client ID, the PAN and UPI ID, if applicable, entered into the online IPO
system of the Stock Exchanges by the relevant Designated Intermediary, as applicable,
matches with the name, DP ID, Client ID, PAN and UPI ID, if applicable, available in the
Depository database
Don’ts
1. Do not Bid for lower than the minimum Bid size
2. Do not submit the Bid for an amount more than funds available in your ASBA account
3. If you are a Retail bidder and are using UPI mechanism, do not submit more than one ASBA
Form for each UPI ID
4. Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID
5. Do not submit a Bid/revise a Bid Amount, with a price less than the Floor Price or higher than
the Cap Price
6. Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares
or the Bid Amount) at any stage, if you are a QIB or a Non-Institutional Bidder. Retail Individual
Bidders can revise or withdraw their Bids on or before the Bid/ Offer Closing Date.
Page 63 of 93
INVESTOR GRIEVANCE REDRESSAL MECHANISM AND HOW TO ACCESS IT
Investor Complaint
 Issuer (for email ID refer
to Offer Documents)
 SEBI (www.sebi.gov.in)
 Stock Exchanges
(www.nseindia.com;
www.bseindia.com)
Registrar to Issue/Offer
 Merchant Banker
(Mainly for bidding/ post
(for email ID refer to Offer
issue/ allotment related
Documents)
grievances)
 Scores
(for email ID refer to Offer
(https:/scores.gov.in)
Document)
SCSBs Sponsor Bank
(Blocking/ Unblocking (UPI Bid related
related grievances) grievances)
(for email ID refer to
Offer Document)
TIMELINES FOR RESOLUTION OF INVESTOR GRIEVANCES IN IPOs /FPOs)
Sr. Activity No. of
No calendar
days
1 Investor grievance received by the lead manager T
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2 Manager to the offer to identify the concerned intermediary and it T+1
shall be endeavoured to forward the grievance to the concerned
intermediary/ies on T day itself
3 The concerned intermediary/ies to respond to the lead manager X
with an acceptable reply / proof of resolution
5 Lead manager, the concerned intermediary/ies and the investor Between T
shall exchange between themselves additional information related and X
to the grievance, wherever required
4 LM to reply to the investor with the reply / proof of resolution X+3
5 Best efforts will be undertaken by lead manager to resolve the grievance within
T+30
Nature of investor grievance for which the aforesaid timeline is applicable
1. Delay in unblocking of funds
2. Non allotment / partial allotment of securities
3. Non receipt of securities in demat account
4. Amount blocked but application not bid
5. Application bid but amount not blocked
6. Any other nature as may be informed from time to time
Mode of receipt of investor grievance
The following modes of receipt will be considered valid for processing the grievances in the
timelines discussed above
1. Letter from the investor addressed to the lead manager at its address mentioned in the offer
document, detailing nature of grievance, details of application, details of bank account, date of
application etc
2. E-mail from the investor addressed to the lead manager at its e-mail ID mentioned in the offer
document, detailing nature of grievance, details of application, details of bank account, date of
application etc
3. On SEBI Complaints Redress System (SCORES) platform.
Nature of enquiries for which the lead manager shall respond to / escalated promptly
1. Availability of application form
2. Availability of offer document
3. Process for participating in the issue / mode of payments
4. List of SCSBs / syndicate members
5. Date of issue opening / closing / allotment / listing
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6. Technical setbacks in net-banking services provided by SCSBs / UPI mechanism
7. Any other query of similar nature
RESPONSIBILITIES OF INVESTORS (EXPECTATIONS FROM THE INVESTORS)
1. Read and understand the terms of offer documents, application form, and issue related
literature carefully and fully before investing.
2. Consult own tax consultant with respect to the specific tax implications
3. Provide full and accurate information in the application form as maybe required while making
an application and keep records of the same.
4. Ensure active demat/ broking account before investing.
5. Ensure correctness of all Demographic Details Bidder’s address, name of the Bidder’s father or
husband, investor status, occupation, bank account details, PAN and UPI ID
6. Provide full and accurate details when making investor grievances to merchant bankers.
7. ASBA Bidders must provide either (i) the bank account details and authorisation to block funds
in their respective ASBA Form, or (ii) the UPI ID (in case of retail investors), as applicable, in
the relevant space provided in the ASBA Form. The ASBA Forms that do not contain such
details will be rejected. Applications made by retail investors using third party bank account or
using third party linked bank account UPI ID are liable for rejection.
8. ASBA Bidders shall ensure that the Bids are made on ASBA Forms bearing the stamp of the
Designated Intermediary, submitted at the Bidding Centres only (except in case of electronic
ASBA Forms) and the ASBA Forms not bearing such specified stamp are liable to be rejected.
Retail investors using UPI Mechanism, shall submit their ASBA Forms with Syndicate
Members, Registered Brokers, RTA or Depository Participants. ASBA Bidders are also
required to ensure that the ASBA Account has sufficient credit balance as an amount
equivalent to the full Bid Amount which can be blocked by the SCSB.
9. After the company is listed it has to keep the investors informed of material developments
through its page on the stock exchange website including for corporate actions like mergers,
de-mergers, splits, rights issue, bonus, dividend etc. Investors should regularly check for such
information on the stock exchange website.
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INVESTOR CHARTER- BUYBACK OF SECURITIES
VISION STATEMENT:
To continuously earn trust of investors and emerge as solution provider with integrity.
MISSION STATEMENT:
1. Act in investors’ best interests by understanding needs and developing solutions.
2. Enhance and customise value generating capabilities and services.
3. Disseminate complete information to investors to enable informed investment decision.
DESCRIPTION OF ACTIVITIES / BUSINESS OF THE ENTITY
Act as Manager to the Offer of Buyback of securities.
SERVICES PROVIDED FOR INVESTORS
1. Advertisement is published in one English National Daily, one Hindi
National Daily and one Regional language daily, at the place where the Registered Office of
the company is situated;
2. Detailed process and methodology disclosed in the:
a. public announcement in case of buyback through open market; and
b. Letter of offer along with details of buying broker through which settlement takes
place;
3. Physical Shareholders can also participate in the tender offer buyback by submitting
documents disclosed in the public announcement and/or letter of offer; Physical
Shareholders can participate in the open market buyback after dematerialising their Shares
4. All eligible shareholders may place orders in the Acquisition Window provided by stock
exchange, through their respective stock brokers;
5. Post closure, offer closing advertisement is published.
A. TIMELINES - BUYBACK (OPEN MARKET)
Sr. Timeline for which activity takes
No. Activity place Information where available
1 Public Within 2 WDs from Board or Website of SEBI, Stock
Announcement Shareholder's meeting in which Exchanges & Company
buyback proposal is approved
2 Opening of offer Within 7 WDs from PA Website of Stock Exchanges
3 Securities bought Daily basis till closure of offer Website of Stock Exchanges
back and Company
4 Closure of offer Earlier of: Website of Stock Exchanges
Six months; or
Total buyback size utilised; or
50% of total buyback size utilised
and board of directors chooses to
close
5 Acceptance of Upon the relevant pay out by Stock Website of Stock Exchanges
Equity Shares Exchanges
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6 Verification of Within 15 days from payment date NA
acceptances
7 Extinguishment of on or before 15th day of the Website of Stock Exchanges
security certificates succeeding month but not later and Company
than 7 days of expiry of Buyback
Period
8 Post Offer Within two working days from Website of SEBI, Stock
Advertisement expiry of buyback period Exchanges & Company
B. TIMELINES BUYBACK (TENDER METHOD)
Sr. Activity Timeline for which activity takes Information where
No. place available
1 Public Announcement Within 2 WDs from Board or Website of SEBI, Stock
Shareholder's meeting in which Exchanges & Company
buyback proposal is approved
2 Dispatch of Final Letter Within 5 WDs from the date of Website of SEBI, Stock
of Offer to Shareholders receipt of observation letter from Exchanges & Company
SEBI
3 Opening of offer Within 5 WDs from the date of Website of Stock
dispatch .The offer shall be kept Exchanges
open for 10 WDs
4 Availability of Tender Till the closure of offer Website of SEBI, Stock
form Exchanges & Company
5 Availability of material Till the closure of offer Address is given in the
documents for inspection letter of offer
by Shareholders
6 Modification/cancellation Till the closure of offer NA
of orders and multiple
bids from a single
Eligible Shareholder
7 Closure of offer 10th WDs Website of Stock
Exchanges
8 Acceptance and Within 7 WDs NA
Settlement of shares
9 Extinguishment of Within 15 days from Acceptance Website of Stock
security certificates date but not later than 7 days of Exchanges
expiry of Buyback Period
RIGHTS OF INVESTORS
1. In case of any grievances relating to the Buyback (including non - receipt of the Buyback
consideration, share certificate, demat credit, etc.), the Eligible Shareholders can approach
either of the Compliance Officer, Manager to the Buyback, Registrar to the Buyback for
redressal thereof.
2. Shareholders have rights to inspect the material documents as listed out in the letter of offer
during the tendering period.
DO’s and DON’Ts FOR INVESTORS
Dos
1. Ensure to submit Tender Forms on time; Eligible Shareholders who desire to tender their
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Equity Shares in the dematerialized form under the Buyback would have to do so through
their respective Seller Member by indicating to their Seller Member the details of Equity
Shares they intend to tender under the Buyback.
2. Ensure the demat account and the PAN belong to the same eligible shareholder;
3. In case shares are held in physical Form, shareholder should ensure that the correct share
certificates are attached along with the Tender Form
4. Ensure that the signatures registered with the Company and the signature on the Tender
Form are the same.
Don’ts
1. The tender form and other relevant documents should not be sent to the company or to the
manager to the buyback.
2. It is not mandatory for eligible shareholders holding and tendering equity shares in demat
form to submit the tender form and the Transaction Registration Slip (TRS) given by the
Broker on bidding of offer
3. The Equity Shares tendered by Shareholders holding Demat Shares or Physical Shares
would be liable to be rejected if the grounds mentioned in Offer Document are not complied
with.
INVESTOR GRIEVANCE REDRESSAL MECHANISM AND HOW TO ACCESS IT
Investor Complaint
 Issuer (for email ID refer
to Offer Documents)
 SEBI (www.sebi.gov.in)
 Stock Exchanges
(www.nseindia.com;
www.bseindia.com)
Registrar to Issue/Offer
 Merchant Banker (for email ID refer to Offer
(for email ID refer to Offer Document)
Documents)
 Scores
(https:/scores.gov.in)
Page 69 of 93
TIMELINES FOR RESOLUTION OF SHAREHOLDER GRIEVANCES IN BUYBACK
Sr. Activity No. of calendar
No days
1 Shareholder grievance received by the manager to the T
offer
2 Manager to the offer to identify the concerned intermediary T+1
and it shall be endeavoured to forward the grievance to
the concerned intermediary/ies on T day itself
3 The concerned intermediary/ies to respond to the X
manager to the offer with an acceptable reply
4 Shareholder may escalate the pending grievance, if any, T+21
to the functional head / head of department of manager to
the offer
5 Manager to the offer, the concerned intermediary/ies and Between T and X
the Shareholder shall exchange between themselves
additional information related to the grievance, wherever
required
6 Manager to the offer to respond to the Shareholder with X+3
the reply
7 Best efforts will be undertaken by manager to the offer to respond to the
grievance within T+30
Nature of shareholder grievance for which the aforesaid timeline is applicable
1. Delay in receipt of consideration upon acceptance of shares
2. Any other grievance as may be informed from time to time
Mode of receipt of shareholder grievance
The following modes of receipt will be considered valid for processing the grievances in the
timelines discussed above
1. Letter from the shareholder addressed to the manager to the offer at its address mentioned in
the offer document, detailing nature of grievance, details of application, details of bank account,
date of application etc
2. E-mail from the shareholder addressed to the manager to the offer at its e-mail ID mentioned in
the offer document, detailing nature of grievance, details of application, details of bank account,
date of application etc
3. On SEBI Complaints Redress System (SCORES) platform.
Nature of enquiries for which the Manager to the offer shall endeavour to resolve such
enquiries/ queries promptly during the offer period.
1. Availability of Form of acceptance cum acknowledgement
2. Availability of offer document
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3. Process for tendering of shares in the offer
4. Date of offer opening/ closing/ acceptance and settlement of shares
5. Any other query of similar nature
RESPONSIBILITIES OF INVESTORS
1. Shareholders should keep abreast of corporate announcement made for corporate action like
takeover, buyback, dividend, bonus, splits etc.
2. For buyback through:
a. open market method, shareholders can refer public announcement to understand the
no. of shares, quantum, objective of buyback and maximum buyback price; and
b. tender method, shareholders can refer public announcement and letter of offer to
understand no. of shares, quantum, objective of buyback, entitlement ratio and
buyback price;
3. Documents related to buyback are made available on the websites of Company, SEBI, Stock
Exchange(s) and Investors should read the details carefully
4. Shareholders should read letter of offer and public announcement carefully and fully before
tendering their shares including its taxation effects
5. Shareholders should ensure that their demat account is active.
INVESTOR CHARTER- DELISTING OF EQUITY SHARES
VISION STATEMENT:
To continuously earn trust of investors and emerge as solution provider with integrity.
MISSION STATEMENT:
1. Act in investors’ best interests by understanding needs and developing solutions.
2. Enhance and customise value generating capabilities and services.
3. Disseminate complete information to investors to enable informed investment decision.
DESCRIPTION OF ACTIVITIES / BUSINESS OF THE ENTITY
Act as Managers to the Offer of Delisting of Equity Shares.
SERVICES PROVIDED FOR INVESTORS
1. Public Announcement is given in English, Hindi and Regional Newspapers;
2. Letter of offer is dispatched through speed post/registered post/courier or email etc.
3. Background of Acquirer/PAC, object of the delisting, floor price, status of frequently or
infrequently traded, high low prices for the last 3 years and 6 months preceding the month
of Public Announcement disclosed to help shareholders make informed decision;
4. Merchant banker and the Registrar to the resolve any query in relation to non-receipt of
letter of offer, tender form, process of tendering of shares for shares held in demat form
vis-a-vis shares held in physical form etc.
5. Detailed process for tendering of shares and procedure for acceptance and settlement of
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shares is disclosed in the letter of offer;
6. Facility to check the status of shares tendered on real time basis during the tendering
period on the website of stock exchange;
7. Facility for Physical Shareholders to participate in the delisting process by submitting
documents disclosed in the letter of offer;
8. All eligible shareholders may place orders in the Acquisition Window provided by stock
exchange, through their respective stock brokers;
9. Post closure of delisting, offer closing advertisement given in the same newspapers
wherein facts of the offer whether success or failure, discovered price, date of acceptance
and settlement are disclosed.
TIMELINES - DELISTING
Sr. Timeline for which Information where
Activity
No. activity takes place available
1 Shareholder’s Approval Within 45 days from Website of Stock
obtaining approval of Exchanges & Company
Board of Directors
2 Detailed Public Within 1 WD of receipt Website of Stock
Announcement of In-Principle Approval Exchanges & Company
3 Dispatch of Letter of Offer Within 2 WDs of Public Website of Stock
Announcement Exchanges & Company
4 Offer Opening Within 7 WDs from NA
detailed public
announcement
5 Availability of letter of offer Till issue closure date Website of Stock
and Form of Acceptance Exchanges & Company
6 Availability of material Till issue closure date Address given in Letter of
documents for inspection by Offer
Shareholders
7 Closing of the Delisting offer On 5th WDs Stock Exchanges website
8 Acceptance and Settlement Within 5 WDs from post Stock Exchanges website
of Shares offer public
announcement or
through secondary
market settlement
mechanism as the case
may be
9 Date of post offer Within 2 WDs of closure Website of Stock
advertisement of bidding period Exchanges & Company
10 Dispatch of Exit letter to After delisting order of Website of Company
residual shareholders stock exchange and
remains valid for 1 year
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RIGHTS OF INVESTORS
1. All the Public Shareholders registered or unregistered, who own fully paid equity shares of
the Company any time before the closure of the Open Offer are eligible to participate in
the Open Offer.
2. Rights to inspect the material documents as listed out in the letter of offer during the
tendering period.
3. Shareholders can obtain letter of offer along with tender forms from the Registrar to the
offer or Manager to the offer and can also download from the website of the Stock
Exchanges.
DO’s and DON’Ts FOR INVESTORS
Dos
1. Ensure completed Tender Forms are submitted within the period stipulated in the Letter of
Offer;
2. Ensure the demat account and the PAN belong to the same eligible shareholder;
3. In case shares are held in physical Form, shareholder should ensure that the correct share
certificates are attached along with the Tender Form
4. Ensure that the signatures registered with the Company and the signature on the Tender
Form are the same.
5. In case any person has submitted Equity Shares in physical form for dematerialisation,
such Eligible Shareholders should ensure that the process of getting the Equity Shares
dematerialised is completed well in time so that they can participate in the Offer before
Offer Closing Date.
Don’ts
1. Offer by Shareholders will be rejected if the terms and process mentioned in the Letter of
Offer are not followed
2. Shareholders who are holding Physical Shares as on the Record Date should not submit
incomplete Tender Form and other documents for placing their bid in demat form;
3. There should be no name mismatch in the demat account of the Eligible Shareholder and
PAN; or
4. There should not be any restraint order of a Court/any other competent authority for
transfer/disposal/ sale
5. The title to the Equity Shares should not be under dispute and there should not be any
restraint.
Page 73 of 93
INVESTOR GRIEVANCE REDRESSAL MECHANISM AND HOW TO ACCESS IT
Investor Complaint
 Issuer (for email ID refer
to Offer Documents)
 SEBI (www.sebi.gov.in)
 Stock Exchanges
(www.nseindia.com;
www.bseindia.com)
Registrar to Issue/Offer
 Merchant Banker (for email ID refer to Offer
(for email ID refer to Offer Document)
Documents)
 Scores
(https:/scores.gov.in)
TIMELINES FOR RESOLUTION OF SHAREHOLDER GRIEVANCES IN DELISTING
Sr. Activity No. of calendar
No days
1 Shareholder grievance received by the manager to the T
offer
2 Manager to the offer to identify the concerned intermediary T+1
and it shall be endeavoured to forward the grievance to
the concerned intermediary/ies on T day itself
3 The concerned intermediary/ies to respond to the X
manager to the offer with an acceptable reply
4 Shareholder may escalate the pending grievance, if any, T+21
to the functional head / head of department of manager to
the offer
5 Manager to the offer, the concerned intermediary/ies and Between T and X
the Shareholder shall exchange between themselves
additional information related to the grievance, wherever
required
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6 Manager to the offer to respond to the Shareholder with Upto X+3
the reply
7 Best efforts will be undertaken by manager to the offer to respond to the
grievance within T+30
Nature of shareholder grievance for which the aforesaid timeline is applicable
1. Delay in receipt of consideration upon acceptance of shares
2. Any other grievance as may be informed from time to time
Mode of receipt of shareholder grievance
The following modes of receipt will be considered valid for processing the grievances in the
timelines discussed above
1. Letter from the shareholder addressed to the manager to the offer at its address
mentioned in the offer document, detailing nature of grievance, details of application,
details of bank account, date of application etc
2. E-mail from the shareholder addressed to the manager to the offer at its e-mail ID
mentioned in the offer document, detailing nature of grievance, details of application,
details of bank account, date of application etc
3. On SEBI Complaints Redress System (SCORES) platform.
Nature of enquiries for which the Manager to the offer shall endeavour to resolve such
enquiries/ queries promptly during the offer period.
1. Availability of Form of acceptance cum acknowledgement
2. Availability of offer document
3. Process for tendering of shares in the offer
4. Date of offer opening/ closing/ acceptance and settlement of shares
5. Any other query of similar nature
RESPONSIBILITIES OF INVESTORS
1. Shareholders should keep abreast of corporate announcement for takeover, buyback,
dividend, bonus, splits etc.
2. Shareholders should read public announcement and letter of offer carefully including
taxation related issues;
3. Shareholders should ensure that their demat account is active.
4. Shareholders should ensure that the bank account registered with their DP is active for
receiving the payment against tendered shares on time.
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INVESTOR CHARTER- SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS
VISION STATEMENT:
To continuously earn trust of investors and emerge as solution provider with integrity.
MISSION STATEMENT:
1. Act in investors’ best interests by understanding needs and developing solutions.
2. Enhance and customise value generating capabilities and services.
3. Disseminate complete information to investors to enable informed investment decision.
DESCRIPTION OF ACTIVITIES / BUSINESS OF THE ENTITY
Act as Managers to Offer of Takeover of existing listed Company by an acquirer
SERVICES PROVIDED FOR INVESTORS
1. Letter of offer is dispatched through speed post/registered post/courier or email etc.
2. Detailed Public Statement, Offer Opening Advertisement, Independent Director’s
recommendation is published in the English, Hindi and Regional newspapers;
3. Background of Acquirer/PAC, object of the offer, offer price, status of frequently or infrequently
traded, underlying transaction triggering open offer disclosed in the Offer Documents to
enable shareholders take informed decision;
4. Merchant banker and the Registrar to the offer to help resolve any query in relation to non-
receipt of letter of offer, tender form, process of tendering of shares for shares held in demat
form viz-a-viz shares held in demat form etc.
5. Detailed process for tendering of shares and procedure for acceptance and settlement of
shares is disclosed in the letter of offer;
6. Recommendation of independent directors of the target company published in the newspapers
to enable shareholders make an informed decision;
7. Facility for Physical Shareholders to participate in the takeover process by submitting
documents disclosed in the letter of offer;
8. All eligible shareholders may place orders in the Acquisition Window provided by stock
exchange, through their respective stock brokers;
9. Offer closing advertisement is published in the newspapers.
TIMELINES - TAKEOVER
Sr. Timeline for which activity Information where
Activity
No. takes place available
1 Filing of Public 0 Website of SEBI, Stock
Announcement Exchanges
2 Filing of Detailed Public Within 5 WDs of filing PA with Website of SEBI, Stock
Statement SEBI, Stock Exchange and Exchanges
Target Company
3 Dispatch of Letter of Within 7 working days of Website of SEBI, Stock
Offer receipt of observation letter Exchanges
from SEBI
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4 Publication of 2 WDs prior to Website of SEBI, Stock
Independent Director's commencement of tendering Exchanges
recommendation period
5 Offer Opening Ad 1 WDs prior to Website of SEBI, Stock
commencement of tendering Exchanges
period
6 Offer Opens not later than 12 WDs from Website of Stock
the date of receipt of Exchanges
observation letter from SEBI
7 Availability of letter of Till offer closure date Website of SEBI, Stock
offer and Form of Exchanges
Acceptance
8 Availability of material Till offer closure date Address given in Letter
documents for inspection of Offer
by Shareholders
9 Closure of offer Within 10 WDs of opening Stock Exchanges
website
10 Acceptance and Within 10 WDs of closure Stock Exchanges
Settlement of shares website
12 Date of post offer Within 5 WDs of payment to Website of SEBI, Stock
advertisement shareholders Exchanges
RIGHTS OF INVESTORS
1. All the Public Shareholders, who own fully paid equity shares of the Target Company any time
before the closure of the Open Offer are eligible to participate in the Open Offer.
2. Shareholders have rights to inspect the material documents as listed out in the letter of offer
during the tendering period.
3. Shareholders can obtain letter of offer along with tender forms from the Registrar to the offer
or Manager to the offer and can also download from the website of the Stock Exchanges.
DO’s and DON’Ts FOR INVESTORS
Dos
1. Ensure to submit tender forms on time;
2. Ensure the demat account and the PAN belong to the same eligible shareholder;
3. Physical shareholder should ensure that the correct share certificates are attached along with
the Tender Form
4. Ensure that the signatures registered with the Company and the signature on the Tender
Form are the same.
5. In case any person has submitted Equity Shares in physical form for dematerialisation, such
Eligible Shareholders should ensure that the process of getting the Equity Shares
dematerialised is completed well in time so that they can participate in the Offer before Offer
Closing Date.
Don’ts
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1. Offer from shareholders will be rejected if the terms or the process mentioned in the Letter Of
Offer is not followed
2. Shareholders who are holding Physical Shares as on the Record Date should not submit
incomplete Tender Form and other documents for placing their bid in demat form;
3. There should be no name mismatch in the demat account of the Eligible Shareholder and
PAN; or
4. There should not be any restraint order of a Court/any other competent authority for
transfer/disposal/ sale
5. The title to the Equity Shares should not be under dispute and there should not be any
restraint.
INVESTOR GRIEVANCE REDRESSAL MECHANISM AND HOW TO ACCESS IT
Investor Complaint
 Issuer (for email ID refer
to Offer Documents)
 SEBI (www.sebi.gov.in)
 Stock Exchanges
(www.nseindia.com;
www.bseindia.com)
Registrar to Issue/Offer
 Merchant Banker (for email ID refer to Offer
(for email ID refer to Offer Document)
Documents)
 Scores
(https:/scores.gov.in)
TIMELINES FOR RESOLUTION OF SHAREHOLDER GRIEVANCES IN TAKEOVER
Sr. Activity No. of calendar
No days
1 Shareholder grievance received by the manager to the T
offer
2 Manager to the offer to identify the concerned intermediary T+1
and it shall be endeavored to forward the grievance to the
concerned intermediary/ies on T day itself.
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3 The concerned intermediary/ies to respond to the X
manager to the offer with an acceptable reply
4 Shareholder may escalate the pending grievance, if any, T+21
to the functional head / head of department of manager to
the offer
5 Manager to the offer, the concerned intermediary/ies and Between T and X
the Shareholder shall exchange between themselves
additional information related to the grievance, wherever
required
6 Manager to the offer to respond to the Shareholder with Upto X+3
the reply
7 Best efforts will be undertaken by manager to the offer to respond to the
grievance within T+30
Nature of shareholder grievance for which the aforesaid timeline is applicable
1. Delay in receipt of consideration upon acceptance of shares
2. Any other grievance as may be informed from time to time
Mode of receipt of shareholder grievance
The following modes of receipt will be considered valid for processing the grievances in the
timelines discussed above
1. Letter from the shareholder addressed to the manager to the offer at its address mentioned in
the offer document, detailing nature of grievance, details of application, details of bank
account, date of application etc.
2. E-mail from the shareholder addressed to the manager to the offer at its e-mail ID mentioned
in the offer document, detailing nature of grievance, details of application, details of bank
account, date of application etc.
3. On SEBI Complaints Redress System (SCORES) platform.
Nature of enquiries for which the Manager to the offer shall endeavour to resolve such
enquiries/ queries promptly during the offer period.
1. Availability of Form of acceptance cum acknowledgement
2. Availability of offer document
3. Process for tendering of shares in the offer
4. Date of offer opening/ closing/ acceptance and settlement of shares
5. Any other query of similar nature
RESPONSIBILITIES OF INVESTORS
1. Shareholders should read letter of offer including the Risk factors mentioned therein.
2. Shareholders can refer to the corporate announcement made by the Target Company for
corporate actions.
3. Shareholders are also expected to understand tax implications arising out of proposed offer.
4. Shareholders should ensure that their demat account is active and up to date so as to tender
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the shares in the hassle-free manner.
5. Shareholders should ensure that the bank account registered with their Depository Participant
is active for receiving the payment against tendered shares on time.
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ANNEXURE VI
Format for Investors Complaints Data to be displayed by Registered Merchant
Bankers on their respective websites (For each category, separately as well as
collectively)
Data for every month ending -
S Received Pendi Receiv Resolve Total Pending Average
N from ng as ed d during Pendin complain Resoluti
at the during the g ts > 1 on
end of the particul during month time^\
last particul ar the (in days)
month ar month* particul
month ar
month
#
1 Directly
from
Investors
2 SEBI
(SCORES)
3 Stock
Exchanges
(if relevant)
4 Other
Sources (if
any)
5 Grand
Total
Trend of monthly disposal of complaints (For 5 months on rolling basis)-
SN Month Carried forward Received Resolved Pending at
from previous during the during the the end of
month particular particular the
month month * particular
month #
1 January, 2022
2 February,
2022
3 March, 2022
4 April, 2022
5 May, 2022
Grand Total
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^ Average Resolution time is the sum total of time taken to resolve each complaint in
days, in the current month divided by total number of complaints resolved in the
current month.
* Inclusive of complaints of previous months resolved in the current month.
#Inclusive of complaints pending as on the last day of the month.
Trend of annual (Calendar year) disposal of complaints (For 5 years on rolling basis)-
SN Year Carried forward from Received Resolved Pending
previous year during during the at the end
the particular of the
particular year particular
year year
1 2021
2 2022
3 2023
4 2024
5 2025
Grand Total
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ANNEXURE VII
CERT-Fin Advisory – 201155100308
Advisory for financial Sector Organisations- RBI and SEBI
Overview
It has been learnt that some of the financial sector institutions are availing or thinking of
availing software as a Service (SaaS) based solution for managing their Governance, Risk &
Compliance (GRC) functions so as to improve their cyber security posture. Many a time the risk
& compliance data of the institution moves cross border beyond the legal and jurisdictional
boundary of India due to the nature of shared cloud SaaS. While SaaS may provide ease of
doing business and quick turnaround, it also brings significant risk to the overall health of
India’s financial sector with respect to data safety and security.
Description
If the following data sets fall in the hands of an advisory/cyber attackers, it may lead to
unprecedented increase in the attack surface area and weakening of Indian financial sector
infrastructure’s overall resilience.
 Credit Risk Data
 Liquidity Risk Data
 Market Risk Data
 System & Sub-System Information
 Internal & Partner IP Schema
 Audit/Internal Audit Data
 System Configuration Data
 System Vulnerability Information
 Risk Exception Information
 Supplier Information & It’s Dependencies Related Data
Solution
The Financial sector organizations may be advised to protect such critical data using layered
defence approach and seamless protection against external or insider threat. The
organisations may also be advised to ensure complete protection & seamless control over their
critical system by continuous monitoring through direct control and supervision protocol
mechanisms while keeping such critical data within legal boundary of India.
The organisations may also be requested to report back to their respective regulatory authority
regarding compliance to this advisory.
It is requested that you may kindly keep CERT-in informed of the actions taken and periodically
provide the updated compliance to this advisory.
(It may be noted that TLP amber means: Limited disclosure, restricted to participants’
organizations.
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When should it be used: Sources may be use TLP:AMBER when information requires support
to be effectively acted upon, yet carries risks to privacy, reputation, or operations if shared
outside organizations involved.
How may it be shared: Recipients may only share TLP: AMBER information with members of
their own organization, and with clients or customers who need to know the information to
protect themselves or prevent further harm. Sources are at liability to specify additional
intended limits of the sharing: these must be adhered to.)
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ANNEXURE VIII
For Merchant Bankers
Dear Investor,
In case of any grievance/complaint against the Merchant Banker:
 Please contact Compliance Officer of the Merchant Banker (Name and Address)/
email-id (xxx.@email.com) and Phone No. -91-XXXXXXXXXX.
 You may also approach CEO / email-id(xxx.email.com) and Phone No.- 91-
XXXXXXXXXX
 If not satisfied with the response of the Merchant Banker you can lodge your
grievances with SEBI at http://scores.gov.in or you may also write to any of the
offices of SEBI. For any queries, feedback or assistance, please contact SEBI
Office on Toll Free Helpline at 1800227575/ 18002667575.
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ANNEXURE IX
PRINCIPLES FOR OUTSOURCING FOR INTERMEDIARIES
1. A merchant banker seeking to outsource activities shall have in place a
comprehensive policy to guide the assessment of whether and how those activities
can be appropriately outsourced. The Board of Directors (hereinafter referred to as
the “the Board”) of the merchant banker shall have the responsibility for the
outsourcing policy and related overall responsibility for activities undertaken under
that policy.
1.1. The policy shall cover activities or the nature of activities that can be outsourced, the
authorities who can approve outsourcing of such activities, and the selection of third
party to whom it can be outsourced. For example, an activity shall not be outsourced if
it would impair the supervisory authority’s right to assess, or its ability to supervise the
business of the merchant banker. The policy shall be based on an evaluation of risk
concentrations, limits on the acceptable overall level of outsourced activities, risks
arising from outsourcing multiple activities to the same entity, etc.
1.2. The Board shall mandate a regular review of outsourcing policy for such activities in
the wake of changing business environment. It shall also have overall responsibility for
ensuring that all ongoing outsourcing decisions taken by the merchant banker and the
activities undertaken by the third party, are in keeping with its outsourcing policy.
2. The merchant banker shall establish a comprehensive outsourcing risk management
program to address the outsourced activities and the relationship with the third
party.
2.1. A merchant banker shall make an assessment of outsourcing risk which depends on
several factors, including the scope and materiality of the outsourced activity, etc. The
factors that could help in considering materiality in a risk management program
include-
2.1.1. The impact of failure of a third party to adequately perform the activity on the
financial, reputational and operational performance of the merchant banker and
on the investors / clients;
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2.1.2. Ability of the merchant banker to cope up with the work, in case of non-
performance or failure by a third party by having suitable back-up arrangements;
2.1.3. Regulatory status of the third party, including its fitness and probity status;
2.1.4. Situations involving conflict of interest between the merchant banker and the
third party and the measures put in place by the merchant banker to address
such potential conflicts, etc.
2.2. While there shall not be any prohibition on a group entity / associate of the merchant
banker to act as the third party, systems shall be put in place to have an arm’s length
distance between the merchant banker and the third party in terms of
infrastructure, manpower, decision-making, record keeping, etc. for avoidance of
potential conflict of interests. Necessary disclosures in this regard shall be made as
part of the contractual agreement. It shall be kept in mind that the risk management
practices expected to be adopted by a merchant banker while outsourcing to a related
party or an associate would be identical to those followed while outsourcing to an
unrelated party.
2.3. The records relating to all activities outsourced shall be preserved centrally so that the
same is readily accessible for review by the Board of the merchant banker and / or
its senior management, as and when needed. Such records shall be regularly
updated and may also form part of the corporate governance review by the
management of the merchant banker.
2.4. Regular reviews by internal or external auditors of the outsourcing policies,
risk management system and requirements of the regulator shall be mandated by
the Board wherever felt necessary. Merchant banker shall review the financial
and operational capabilities of the third party in order to assess its ability to continue
to meet its outsourcing obligations.
3. The merchant banker shall ensure that outsourcing arrangements neither
diminish its ability to fulfill its obligations to customers and regulators, nor
impede effective supervision by the regulators.
3.1. The merchant banker shall be fully liable and accountable for the activities that are
being outsourced to the same extent as if the service were provided in-house.
3.2. Outsourcing arrangements shall not affect the rights of an investor or client against the
merchant banker in any manner. The merchant banker shall be liable to the investors
for the loss incurred by them due to the failure of the third party and also be
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responsible for redressal of the grievances received from investors arising out of
activities rendered by the third party.
3.3. The facilities / premises / data that are involved in carrying out the outsourced
activity by the service provider shall be deemed to be those of the merchant banker.
The merchant banker itself and regulator or the persons authorized by it shall have
the right to access the same at any point of time.
3.4. Outsourcing arrangements shall not impair the ability of SEBI/SRO or auditors
to exercise its regulatory responsibilities such as supervision/inspection of
the merchant banker.
4. The merchant banker shall conduct appropriate due diligence in selecting the
third party and in monitoring of its performance.
4.1. It is important that the merchant banker exercise due care, skill, and diligence in the
selection of the third party to ensure that the third party has the ability and capacity to
undertake the provision of the service effectively.
4.2. The due diligence undertaken by a merchant banker shall include assessment of:
4.2.1. third party’s resources and capabilities, including financial soundness, to
perform the outsourcing work within the timelines fixed;
4.2.2. compatibility of the practices and systems of the third party with the
intermediary’s requirements and objectives;
4.2.3. market feedback of the prospective third party’s business reputation and
track record of their services rendered in the past;
4.2.4. level of concentration of the outsourced arrangements with a single third
party; and
4.2.5. the environment of the foreign country where the third party is located.
5. Outsourcing relationships shall be governed by written contracts / agreements
/ terms and conditions (as deemed appropriate) {hereinafter referred to
as “contract”} that clearly describe all material aspects of the
outsourcing arrangement, including the rights, responsibilities and expectations of
the parties to the contract, client confidentiality issues, termination procedures, etc.
5.1. Outsourcing arrangements shall be governed by a clearly defined and legally
binding written contract between the intermediary and each of the third parties, the
nature and detail of which shall be appropriate to the materiality of the outsourced
activity in relation to the ongoing business of the intermediary.
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5.2. Care shall be taken to ensure that the outsourcing contract:
5.2.1. clearly defines what activities are going to be outsourced, including appropriate
service and performance levels;
5.2.2. provides for mutual rights, obligations and responsibilities of the intermediary
and the third party, including indemnity by the parties;
5.2.3. provides for the liability of the third party to the intermediary for unsatisfactory
performance/other breach of the contract
5.2.4. provides for the continuous monitoring and assessment by the intermediary of
the third party so that any necessary corrective measures can be taken up
immediately, i.e., the contract shall enable the intermediary to retain an
appropriate level of control over the outsourcing and the right to intervene with
appropriate measures to meet legal and regulatory obligations;
5.2.5. includes, where necessary, conditions of sub-contracting by the third-party, i.e.
the contract shall enable intermediary to maintain a similar control over the
risks when a third party outsources to further third parties as in the original
direct outsourcing;
5.2.6. has unambiguous confidentiality clauses to ensure protection of proprietary and
customer data during the tenure of the contract and also after the expiry of the
contract;
5.2.7. specifies the responsibilities of the third party with respect to the IT security and
contingency plans, insurance cover, business continuity and disaster recovery
plans, force majeure clause, etc.;
5.2.8. provides for preservation of the documents and data by third party;
5.2.9. provides for the mechanisms to resolve disputes arising from implementation
of the outsourcing contract;
5.2.10. provides for termination of the contract, termination rights, transfer of
information and exit strategies;
5.2.11. addresses additional issues arising from country risks and potential obstacles
in exercising oversight and management of the arrangements when
intermediary outsources its activities to foreign third party. For example, the
contract shall include choice-of-law provisions and agreement covenants and
jurisdictional covenants that provide for adjudication of disputes between the
parties under the laws of a specific jurisdiction;
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5.2.12. neither prevents nor impedes the intermediary from meeting its
respective regulatory obligations, nor the regulator from exercising its
regulatory powers; and
5.2.13. provides for the intermediary and /or the regulator or the persons authorized by
it to have the ability to inspect, access all books, records and information
relevant to the outsourced activity with the third party.
6. The merchant banker and its third parties shall establish and maintain
contingency plans, including a plan for disaster recovery and periodic testing of
backup facilities.
6.1. Specific contingency plans shall be separately developed for each outsourcing
arrangement, as is done in individual business lines.
6.2. A merchant banker shall take appropriate steps to assess and address the potential
consequence of a business disruption or other problems at the third party level.
Notably, it shall consider contingency plans at the third party; co-ordination of
contingency plans at both the merchant banker and the third party; and contingency
plans of the merchant banker in the event of non-performance by the third party.
6.3. To ensure business continuity, robust information technology security is a necessity. A
breakdown in the IT capacity may impair the ability of the merchant banker to fulfill its
obligations to other market participants/clients/regulators and could undermine the
privacy interests of its customers, harm the merchant banker’s reputation, and
may ultimately impact on its overall operational risk profile. Merchant banker shall,
therefore, seek to ensure that third party maintains appropriate IT security and robust
disaster recovery capabilities.
6.4. Periodic tests of the critical security procedures and systems and review of the backup
facilities shall be undertaken by the merchant banker to confirm the adequacy of
the third party’s systems.
7. The merchant banker shall take appropriate steps to require that third parties protect
confidential information of both the merchant banker and its customers
from intentional or inadvertent disclosure to unauthorized persons.
7.1. A merchant banker that engages in outsourcing is expected to take appropriate steps
to protect its proprietary and confidential customer information and ensure that it is not
misused or misappropriated.
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7.2. The merchant banker shall prevail upon the third party to ensure that the employees of
the third party have limited access to the data handled and only on a “need to know”
basis and the third party shall have adequate checks and balances to ensure the
same.
7.3. In cases where the third party is providing similar services to multiple entities, the
merchant banker shall ensure that adequate care is taken by the third party to build
safeguards for data security and confidentiality.
8. Potential risks posed where the outsourced activities of multiple merchant
bankers are concentrated with a limited number of third parties.
In instances, where the third party acts as an outsourcing agent for multiple merchant
bankers, it is the duty of the third party and the merchant banker to ensure that strong
safeguards are put in place so that there is no co-mingling of information /documents,
records and assets.
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APPENDIX
LIST OF RESCINDED CIRCULARS
S. Circular No. and Date Subject / Title
No.
1. SEBI RMB CIRCULAR NO. 1(98-99) dated Comprehensive clarification regarding
June 05, 1998 various aspects of SEBI (Merchant
Bankers) amendment regulations, 1997
and SEBI (merchant bankers)
amendment regulations 1998
2. RMB/CIRCULAR NO.4 (98-99) dated March All registered merchant bankers
30, 1999
3. RMB Circular No. 1 (2002-2003) dated Conditions for granting registration to
September 17, 2002 applicants notwithstanding that a
connected persons has been
previously granted registration
4. SEBI Cir. No. PMD/MBD/AK/24351/2002 Application procedure for
dated December 17, 2002 registration/renewal as Merchant
Banker
5. MIRSD/ DPSIII/ Cir-24/ 08 dated July 25, Designated e-mail ID for regulatory
2008 communication with SEBI-Merchant
Bankers
6. SEBI Circular No. MIRSD/DPS III/Cir-01/07 Exclusive e-mail ID for redressal of
dated January 22, 2007 Investor Complaints
7. SEBI Circular No. CIR/MIRSD/14/2011 dated Revised procedure for seeking prior
August 02, 2011 approval for change in control through
single window
8. SEBI Circular No. Online Registration Mechanism for
SEBI/HO/MIRSD/MIRSD1/CIR/P/2017/38 Securities Market Intermediaries
dated May 02, 2017
9. SEBI Cir. No. MIRSD/DPS-2/MB/Cir-16/2008 Reporting of information on a half
dated May 06, 2008 yearly basis- Merchant Bankers
10. SEBI Circular No. CIR/MIRSD/7/2011 dated Periodical report- Grant of prior
June 17, 2011 approval to merchant bankers
11. SEBI Circular No. CIR/MIRSD/6/2012 dated Review of Regulatory Compliance and
May 14, 2012 Periodic Reporting
12. SEBI RMB CIRCULAR NO. 2(98-99) August Activities carried out by merchant
11, 1998 bankers other than that in the securities
13. SEBI Circular No. CIR/MIRSD/1/2012 dated Disclosure of Track Record of the
Jan 10, 2012 public issues managed by Merchant
Bankers,
14. SEBI/HO/CFD/DIL1/P/CIR/2021/0660 Publishing Investor Charter and
November 23, 2021 Disclosure of Complaints by Merchant
Bankers on their Websites
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LIST OF RESCINDED CIRCULARS
S. Circular No. and Date Subject / Title
No.
15. SEBI/HO/MIRSD/DOR/CIR/P/2021/46 dated Transfer of business by SEBI
March 26, 2021 registered intermediaries to other legal
entity
16. SEBI/HO/MIRSD/DOR/CIR/P/2021/42 dated Prior Approval for Change in control:
March 25 2021 Transfer of shareholdings among
immediate relatives and transmission
of shareholdings and their effect on
change in control
17. SEBI/HO/MIRSD/DOR/CIR/P/2021/42 dated Advisory for Financial Sector
November 03 2020 Organizations regarding Software as a
Service (SaaS) based solutions
18. CIR/MIRSD/17/2011 dated August 24, 2011 Processing of Investor Complaints in
SEBI Complaints Redress System
(SCORES)
19. CIR/MIRSD/3/2014 dated August 28, 2014 Information regarding Grievance
Redressal Mechanism
20. SEBI Circulars No. MRD/DoP/Cir- 05/2007 Permanent Account Number (PAN) to
dated April 27, 2007 be the sole identification number for all
transactions in the securities market
21. SEBI Circulars No Cir/ ISD/1/2011 dated Prevention of circulation of
March 23, 2011 unauthenticated news by SEBI
Registered Market Intermediaries
through various modes of
communication
22. Cir/ ISD/2/2011 dated March 24, 2011 Prevention of circulation of
unauthenticated news by SEBI
Registered Market Intermediaries
through various modes of
communication
23. SEBI Circular No. CIR/MIRSD/24/2011 dated Guidelines on Outsourcing of Activities
December 15, 2011 by Intermediaries
24. SEBI Circular No. CIR/MIRSD/5/2013 dated General Guidelines for dealing with
August 27, 2013 Conflicts of Interest of
Intermediaries, Recognised Stock
Exchanges, Recognised Clearing
Corporations, Depositories and their
Associated Persons in Securities
Market
25. SEBI Circular No. SEBI/HO/CFD/PoD- Procedure for seeking prior approval
2/P/CIR/2023/141 dated August 10, 2023 for change in control with respect to
Merchant Bankers and Bankers to an
issue.
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