Master Circular for Underwriters registered with SEBI

SEBI/HO/MIRSD/DOP1/CIR/P/2018/80 · 2018-05-11 · SEBI

Summary

This section establishes the Master Circular as a compilation of SEBI directives for underwriters effective up to March 31, 2018. It clarifies that in case of inconsistency, specific circulars prevail over this compilation and defines the scope of included provisions. The text outlines conditions for group entity registration, mandatory designated email IDs, and periodic reporting requirements. Section 5 mandates the use of the SEBI Intermediary Portal for online registration applications by specified market intermediaries. Section 6 establishes a grievance redressal mechanism requiring designated email IDs and public display of contact details by registered entities. The section further outlines procedures for obtaining SCORES user credentials via Form A and Form B to facilitate investor complaint resolution. The document mandates that listed companies and intermediaries must resolve investor grievances within thirty days via the SCORES system. It specifies that complaints are only considered resolved upon SEBI's closure in SCORES and outlines specific categories of complaints excluded from this process. Additionally, it details the registration requirements for investors and the

Text

The Master Circular is a compilation of circulars issued by SEBI up to March 31, 2018, operational as on the date of this circular. In case of any inconsistency between the Master Circular and the applicable circulars, the contents of the relevant circular shall prevail.

The Board may consider grant of certificate 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: The entities are incorporated as separate legal entities; The entities have independent Board of Directors; There is absolute arm’s length relationship with reference to their operations; The key personnel and infrastructure are independently available for each entity; Each entity has independent regulatory controls and supervisory mechanism.

It is also clarified that when as per the above policy, 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 25 of the said Regulations against other entities of the same group registered in terms of the said Regulations.

In order to facilitate the above, all registered intermediaries are required to create a designated email id for regulatory communications. This email id shall be an exclusive email id only for the above purpose and should not be a person centric email id.

The Designated e-mail ID shall be communicated to SEBI at intermediary@sebi.gov.in as per the format prescribed at Annexure I.

All underwriters shall report the following change(s) to SEBI on a half-yearly basis within 15 days of expiry of the half-year, commencing from the half-year ended September 30, 2011 : 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; Change in Director, including managing director/ whole-time director; In case of a partnership firm any change in partners not amounting to dissolution of the firm; Change in shareholding not resulting in change in control.

The above report shall be submitted in electronic form only to e-mail id uw@sebi.gov.in, with the subject line ”Report on change of status or constitution submitted by aaa for the half-year ended xxx yyyy” where aaa represents the name of underwriter, xxx represents the month at the end of the half-year and yyyy represents the year.

With a view to expedite the process of granting prior approval, it has been decided to adopt a ‘single window clearance at SEBI’, for the Stock Brokers and Sub-brokers, Merchant Bankers, Debenture Trustees, Registrar to an Issue and Share Transfer Agents, Underwriters, Depository Participants, Bankers to an Issue and Credit Rating Agencies, in case of their having multiple registrations with SEBI.

In case an applicant holds multiple registrations with SEBI, it shall make only one application to SEBI accompanied by the following information about itself, the acquirer and the directors/partners of the acquirer; Whether any application was made in the past to SEBI seeking registration in any capacity but it was not granted? If yes, details thereof; Whether any action has been initiated / taken under SCRA/SEBI Act or rules and regulations made thereunder? If yes, status thereof along with corrective action taken to avoid such violations in the future. The acquirer shall also confirm that it shall honour all past liabilities / obligations of the applicant, if any; Whether any investor complaint is pending? If yes, steps taken and confirmation that the acquirer shall resolve the same; Details of litigation, if any; That all the fees due to SEBI have been paid; That there will not be any change in the Board of Directors of incumbent, till the time prior approval is granted; That the incumbent shall inform all its existing investors / clients in order to enable them to take informed decision regarding their continuance or otherwise with the entity with new management.

Further, in case the incumbent is a registered stock broker and / or depository participant, in addition to the above, it shall obtain approval / NOC from all the Stock Exchanges / Depositories, where the incumbent is a member / Depository Participant and forward a self-attested copy of the same to SEBI.

The prior approval granted by SEBI shall be valid for a period of 180 days from the date of communication.

SEBI has decided to operationalize SEBI Intermediary Portal (https://siportal.sebi.gov.in) for the intermediaries to submit all the registration applications online.

Source: SecMarx — Master Circular for Underwriters registered with SEBI. Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.