CIRCULAR
CIR/MIRSD/6/2012 May 14, 2012
To
All Merchant Bankers registered with SEBI
Sir / Madam,
Sub: Review of Regulatory Compliance and Periodic Reporting
1. SEBI (Merchant Bankers) Regulations, 1992 have been amended vide notification no. LAD-NRO/GN/2011-12/40/7335 dated March 29, 2012, a copy of which is available on SEBI website sebi.gov.in. With the said amendment, merchant bankers are required to submit a periodic report in such manner as may be specified by the Board from time to time. Further, in terms of SEBI Circular No. MIRSD/DPS-2/MB/Cir-16/2008 dated May 06, 2008, merchant bankers are required to submit half-yearly report in electronic form.
2. In order to strengthen the compliance mechanism and the role of the Boards of Merchant Bankers, it has been decided to review the reporting format. The revised format as given in the Annexure includes the status of regulatory compliance and investor grievances redressal.
3. The Boards of Merchant Bankers shall, henceforth, review the report 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.
4. Accordingly, with effect from half year ended March 31, 2012, the Compliance Officer of the Merchant Banker shall send the report in the revised format to SEBI at [email protected] on half yearly basis within three months of the expiry of the half year. The other terms and conditions mentioned in the circular mentioned in Para 1 shall remain unchanged.
5. Further, merchant bankers are required to report changes in their status or constitution in accordance with Circular no. CIR/MIRSD/7/2011 dated June 17, 2011. The same information has also been incorporated in the revised format.
7. This circular is issued in exercise of 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.
7. This circular is available on SEBI website (www.sebi.gov.in) under the categories “Legal Framework” and “Circulars”.
Yours faithfully,
SARAVANAN
Deputy General Manager
Tel. No: 022-26449220
Email id: [email protected]
Annexure
Section I - Activity Report
| REPORT OF MERCHANT BANKERS 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 issue | No. of issues managed during the half year ended March / Sep | Cumulative no. of issues managed up to the half year ended March / Sep | Size ( in ` crores ) of issues managed during the half year ended March / Sep | Cumulative Size ( in ` crores ) of issues managed up to the half year ended March / Sep |
| IPO | ||||
| FPO | ||||
| Rights Issue | ||||
| Takeover | ||||
| Buyback | ||||
| Delisting | ||||
| Others (please specify) | ||||
| Total |
| B | Underwriting |
| Type of issue | No. of issues underwritten during the half year ended March / Sep | Cumulative no. of issues underwritten up to the half year ended March / Sep | Amount underwritten ( in ` crores ) during the half year ended March / Sep | Cumulative amount underwritten ( in ` crores ) up to the half year ended March / Sep | Amount devolved (in ` crore) during the half year ended March / Sep | Cumulative amount devolved ( in ` crores ) up to the half year ended March / Sep |
| Total |
| C | Other activities | |||
| Nature of service rendered | No. of transactions undertaken during the half year ended March / Sep | Value ( in ` crores ) of transactions undertaken during the half year 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 | |
Section II - Investor Grievances
| (Name of the Merchant Banker) | ||||
| SECTION II – REDRESSAL OF INVESTOR GRIEVANCES | ||||
| For the Half-year ended March/ September, 20.. | ||||
| A | Status of Investor Grievances | |||
| Name of the Issuer/ Target Company | Type of issue (IPO/ FPO/ Rights issue/ Takeover/ Buyback/ Delisting, etc) | No. of complaints pending at the end of the last half year | No. of complaints received during the half year | No. of complaints resolved during the half year | No of complaints pending at the end of half year |
| B | Details of the complaints pending for more than 30 days | |||||
| Name of the Issuer/ Target Company | Type of issue (IPO/ FPO/ Rights issue/ Takeover/ Buyback/ Delisting, etc) | No. of complaints pending for more than 30 days | Nature of complaint(s)* | Steps Taken for redressal | Status of the complaint (if redressed, date of redressal) | |
| Name of Compliance Officer | ||||||
| Email ID | ||||||
| *Nature of complaint(s): | ||||||
| a. Delay in receipt/ non-receipt of refund | e. Non-receipt/ delay in receipt of consideration | |||||
| b. Non-allotment/ delay in receipt of shares | f. Non-acceptance of shares | |||||
| c. Non-bidding of application | g. Others | |||||
| d. Non-receipt of letter of offer | ||||||
Section III - Compliance Certificate
| (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, partner 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………. | ||||||
| Name(s) of the key personnel | Appointment / Cessation | Date of appointment / cessation | Qualification | Experience | Functional areas of work | |
| 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 SEBI (Underwriters) Regulations, 1993. | ||||||
| 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 | ||||||
