Master Circular for Merchant Bankers Registered with SEBI

HO/49/14/15(3)2026-CFD-POD1/I/16178/2026 · 2026-07-14 · SEBI Corporation Finance Department

Summary

This part of the document serves as the introductory section of a Master Circular issued by SEBI to all Registered Merchant Bankers. It consolidates various previous circulars into a single document and explicitly rescinds those prior instructions effective from the date of issuance. The text also outlines transitional provisions ensuring that actions taken under rescinded circulars remain valid and enforceable. This section outlines the online registration mechanism for merchant bankers via the SEBI Intermediary Portal. It details the permissible sources of funds and restrictions on deploying surplus funds or borrowing for securities trading. Additionally, it specifies conditions for granting registration to group entities and mandates designated email IDs for regulatory communication. This section mandates that designated email IDs must be non-person-centric and exclusively used for specified purposes. It outlines the detailed procedure for obtaining SEBI's prior approval for changes in control of merchant bankers, including application requirements and validity periods. Additionally, it clarifies exemptions for share transfers among immediate relatives and rules regarding the tr

Text

For effective regulation of Merchant Bankers, the Securities and Exchange Board of India has been issuing various Circulars from time to time under the relevant provisions of the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992 (hereinafter referred to as “MB Regulations”)

In order to enable Merchant Bankers and other market stakeholders to have access to all applicable Circulars in the subject matter at one place, this Master Circular is issued.

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all directions/instructions contained in the circulars listed out in the Appendix to this Master Circular shall stand rescinded to the extent they relate to the Merchant Bankers.

anything done or any action taken or purported to have been done or taken under the rescinded circulars, prior to such rescission, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular;

any application made to the Board under the rescinded circulars, prior to such rescission, and pending before it, shall be deemed to have been made under the corresponding provisions of this Master Circular,

the previous operation of the rescinded circulars or anything done or suffered thereunder, any right, privilege, obligation or liability acquired, accrued or incurred under the rescinded circulars, any penalty, incurred in respect of any violation committed against the rescinded circulars, or any investigation, legal proceeding or remedy in respect of any such right, privilege, obligation, liability, penalty as aforesaid, shall not be affected by such rescission and shall be enforceable as if the rescinded circulars had continued to be in force.

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, to protect the interests of investors in securities and to promote the development of, and to regulate, the securities market.

This Master Circular is available on the website of SEBI at www.sebi.gov.in in the path “Legal >Master Circulars’.

The SEBI Intermediary Portal is available at https://siportal.sebi.gov.in for SEBI registered intermediaries including Merchant Bankers to submit registration applications online.

All applications for registration / surrender / other requests are required to be made through SEBI Intermediary Portal only.

A merchant banker may raise money by way of issue of Secured Debentures/Secured Bonds/ICDs as a source of fund.

A merchant banker can deploy its surplus funds to the extent of its net worth in securities.

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