Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992

LE/11112/92 · 2025-12-05 · SEBI

Summary

This part comprises Chapter I Preliminary of the SEBI (Merchant Bankers) Regulations, 1992 as amended up to December 5, 2025. It provides the short title in regulation 1(1) and commencement on publication in the Official Gazette in regulation 1(2) and definitions in regulation 2. It defines terms including Act, body corporate, certificate, change in control, form, inspecting authority, issue, merchant banker, principal officer, underwriter and underwriting, and provides an interpretation clause for undefined expressions. This part prescribes the registration framework for merchant bankers under Regulations 3 to 6A. It requires a certificate of registration from the Board, specifies application in Form A with fees, two categories of registration, and procedures for incomplete applications and Board clarifications. It lays down detailed eligibility criteria including body corporate status, infrastructure, qualified personnel, certifications, capital adequacy, litigation and conviction history, fit and proper status and investor interest. This part prescribes capital adequacy of fifty crore rupees for Category I and ten crore rupees for Category II merchant bankers and liquid net wort

Text

These regulations may be called the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992.

They shall come into force on the date of their publication in the Official Gazette.

"Act" means the Securities and Exchange Board of India Act, 1992 (15 of 1992);

"body corporate" shall have the meaning assigned to it in or under [clause (11) of section 2 of the Companies Act, 2013 (18 of 2013)];

"certificate" means a certificate of registration issued by the Board;

"Change in control" in case of a body corporate – (A) if its shares are listed on any recognised stock exchange, shall be construed with reference to the definition of control in terms of regulations framed under clause (h) of sub-section (2) of section 11 of the Act; (B) if its shares are not listed on any recognised stock exchange, shall be construed with reference to the definition of control as provided in sub-section (27) of Section 2 of the Companies Act, 2013 (18 of 2013);

"form" means a form specified in Schedule I;

"inspecting authority" means one or more persons appointed by the Board to exercise powers conferred under Chapter IV;

"issue" means an offer of sale or purchase of securities by any body corporate, or by any other person or group of persons on its or his or their behalf, as the case may be, to or from the public, or the holders of securities of such body corporate or person or group of persons through a merchant banker;

"merchant banker" means any person who is engaged in the business of issue management either by making arrangements regarding selling, buying or subscribing to securities or acting as manager, consultant, adviser or rendering corporate advisory service in relation to such issue management;

"principal officer" means an employee of the merchant banker, who has at least five years of experience in working in the financial markets, and who has been designated as such by the merchant banker, and is responsible for the decisions made by the merchant banker for the management or administration of merchant banking activities and all other operations of the merchant banker: Provided that a merchant banker that already holds a certificate of registration under these regulations shall ensure compliance with this clause within such time and in the manner, as may be specified by the Board;

"underwriter" means a person who engages in the business of underwriting of an issue of securities of a body corporate;

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Source: SecMarx — Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992. Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.