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SCHEDULE I - FORMS

FORM A

SECURITIES AND EXCHANGE BOARD OF INDIA
(MERCHANT BANKERS) REGULATIONS, 1992
(regulation 3)

APPLICATION FOR GRANT OF CERTIFICATE /
RENEWAL OF CERTIFICATE





NAME OF APPLICANT
 
 

CATEGORY : I 18[***]
 
 

CONTACT NAME______________________

TELEPHONE NO:_____________________
 
 

INSTRUCTIONS FOR FILLING UP FORM

  1. It Is important that this application form should be filled in accordance with the regulations.
  2. Applicants must submit a completed application form together with appropriate supporting documents to the Board.
  3. Application for registration will be considered provided it is complete in all respects.
  4. Answers must be typed.
  5. All signatures must be original.
  6. Information which needs to be supplied in more details may be given on separate sheets which should be attached to the application form.


1. PARTICULARS OF THE APPLICANT

1.1 Name of the Applicant:

1.2(A) Address - Principal Place of business / Registered Office of the Company.

Pin code:______________________Telephone No:________________

Telex No:______________________Fax No:______________________

(B) Address for Correspondence:

Pin code:______________________Telephone No:________________

Telex No:______________________Fax No:______________________

(C) Address of Branch Offices:
 
 
 

2. ORGANISATION STRUCTURE

(Organisation Chart separately showing functional responsibilities of Merchant Banking activities to be enclosed).

2.1 Objectives:-

(To be given in brief along with copy of Memorandum and Articles of Association).

2.2 Date and Place of Incorporation:

Day Month Year Place
 
 

2.3 Status of the Applicant:

(e.g. limited company - Private/Public, unlimited company, partnership, proprietary, others. If listed, names of Stock Exchanges and latest share price to be given).

2.4 Particulars of all Directors/Partners/Proprietors:-
 
Name Qualification  Experience in Merchant Banking & Financial Services related areas  Share in applicants firm company  Directorship in other companies 

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2.5 Particulars of Key Management Personnel: (Particulars of merchant banking division)
 
 
Name  Qualification  Experience with particular reference to merchant banking  Date of appointment  Functional areas 

 
 

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2.6 Name and activities of associate companies/concerns
 
 
 
Name of Company Address/firm  Type of activity handled  Nature of Interest of Promoter /Director  Nature and interest of applicant company 

 

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3. BUSINESS INFORMATION
 

3.1 History, major events and present activities:
 

3.2 Details of Experience in Merchant Banking activities.
 

3.3 Experience in other financial services rendered:-
 

3.4 Business handled during the last three years:
 

a) Issue Management
 
Name of client Type of Issue Size of Issue Year of Issue Times subscribed Name of lead merchant banker Functional responsibilities
1 2 3 4 5 6 7

 
 
 

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b) Investment Adviser: -
 
Name of Client Year for which services are rendered Nature of services rendered
   

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c) Underwriting
 
Name of client Type and size Amount underwritten of Issue % age of issue under Year of Issue  Whether there was any devolvement written 
         

 

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d) Portfolio Management
 
Name of Scheme  Features of the Scheme  Number of Clients  Total Volume of Funds managed Average Returns 

 
 

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e) Consultants/Advisors to the Issue
 
Name of the Client  Year of Issue  Type and Size of Issue Nature of services rendered  Name of Lead Merchant Banker(s)

 
 
 

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4. CLIENT INFORMATION

4.1 List of major clients with address
 
Name  Services Rendered 

 
 
 

4.2 If the applicant is proposing to engage in Merchant Banking activities for

the first time, the experience of key management personnel to be indicated.
 
 
 
 
 
Name of Key management personnel  Qualification Previous Positions held  Experience particularly in respect of merchant banking activities 

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4.2 (a) If the applicant is proposing to engage in Merchant Banking activities for the first time, business plan of the company with projected volume of activities and income for which registration is sought to be specifically given.

  4.3 Details of infrastructure including computing facilities, equity research and database available with the applicant.
 

4.4 Any other information considered relevant to the nature of services rendered by the applicant.

  5. FINANCIAL INFORMATION

5.1 Capital Structure (Rs. in lakhs)
 
Year prior to the preceding year of current year  Preceding year  Current year 

 

a) Paid-up capital

b) Free reserves

(excluding re- valuation reserves)

c) Total (a) + (b)

Note:- 1. In case of partnership or proprietary concerns, please indicate capital minus drawings.

  2. In case of partnership or proprietary concerns, please indicate the financial position, means and networth of the partners.   5.2 Deployment of Resources (Rs. in lakhs)
 
Year prior to the preceding year of current year  Preceding year  Current year 

 

(a) Fixed Assets

(b) Plant & Machinery and Office Equipment

(c) Quoted Investments

(d) Unquoted Investments

(e) Details of Liquid Assets

(f) Others

(Details of Investments, Loans & Advances made to Associate Companies/ firms where Promoters/ Directors have an interest be separately given).
 

5.3 Major Sources of Income: (Rs. in lakhs)
 
Year prior to the preceding year of current year  Preceding year * Fees charged as % of issue 
     

(a) Issue Management

(b) Underwriting

(c) Portfolio Management

(d) Consultant/ Advisor to Issue

(e) Investment Adviser

(f) Others

*As fees charged by the merchant banker may vary from issue to issue, please indicate range within which fees have been charged.

5.4 Net Profit
 
Year prior to the preceding year of current year Preceding year Current year 

5.5 Dividend
 
Year prior to the preceding year of current year  Preceding year  Current year

Amount

Percentage

Note:

Please enclose three years of audited annual accounts. Where unaudited reports are submitted, give reasons. If minimum networth requirement has been met after last audited annual accounts, audited statement of accounts of a later date also be submitted.
 

5.6 List of major shareholders (holding 5% and above of applicant directly or along with associates - applicable only to limited companies)
 

Shareholding as on : ______________________________
 
Name of shareholder  No.of Shares held  % age of total paid up capital of the company 

5.7 Name and Address of the Principal bankers of the applicant.

5.8 Name and address of the Auditors.

6. OTHER INFORMATION

6.1 Details of all settled and pending disputes:
 
Nature of dispute Name of the party Pending/settled. 

6.2 Indictment of involvement in any economic offences by the applicant or any of the Directors, or key managerial Personnel in the last three years.

 
DECLARATION

THIS DECLARATION MUST BE SIGNED BY TWO DIRECTORS, TWO PARTNERS OR THE SOLE PROPRIETOR AS THE CASE MAY BE.
 

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I/We hereby apply for registration. I/We warrant that I/We have truthfully and fully answered the questions above and provided all the information which might reasonably be considered relevant for the purposes of my registration. I/We declare that the information supplied in the application form is complete and correct.

For and on behalf of

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(Name of Applicant)
 
 
 
 

Director/Partner or Sole Proprietor Director/Partner
 
 

____________________________________________________________

(Name in Block Letters) (Name in Block Letters)
 
 
 
 

________________________ __________________________________

Date Date



18the words "APPLIED FOR - II/III/IV" omitted by Securities and Exchange Board of India (Merchant Bankers) Amendment Regulations, 1997 w.e.f 9th December 1997 vide S.O.837(E)

FORM B

SECURITIES AND EXCHANGE BOARD OF INDIA

(MERCHANT BANKERS) REGULATIONS, 1992
(regulation 8)

CERTIFICATE OF REGISTRATION





In exercise of the powers conferred by sub-section (1) of section 12 of the Securities and Exchange Board of India Act, 1992, read with the rules and regulations made thereunder the Board hereby grants a certificate of registration to

___________________________________________________as a merchant banker in Category I 19[***] subject to the conditions in the rules and in accordance with the regulations to carry out the following activities:-
 

1. Management of any issue, including preparation of prospectus, gathering information relating to the Issue, determining financing structure, tie up of financiers, final allotment and refund of excess application money.

2 . Investment Advisor.

3. 20[***]

4.21 [***]

5. Managers, Consultant or Adviser to any issue including corporate advisory services.

6. Consultant or Advisor.

(*Delete whichever are not applicable)

II. Registration Code for the merchant banker is MB / / /

III. This certificate shall be valid from _____________ to _________ and may be renewed as specified in regulation 9 of Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992.

Place

Date

By Order

Sd/-

For and on behalf of Securities and Exchange Board of India



19The figures ‘II/III/IV’ ommitted by the Securities and Exchange Board of India(Merchant Bankers) Amendment Regulations, 1997 w.e.f 9th December, 1997 vide S.O.837(E) read with Corrigendum vide S.O.869(E)dated 15th December, 1997.
20The words "3.Underwriting of Issue" omitted, ibid.
21The words "4. Portfolio Management Services" omitted, ibid.


FORM C

SECURITIES AND EXCHANGE BOARD OF INDIA
(MERCHANT BANKERS) REGULATIONS,1992
(regulation 23)

DUE DILIGENCE CERTIFICATE






To

SECURITIES AND EXCHANGE BOARD OF INDIA

Dear Sirs,

SUB :ISSUE OF ________________________________

BY _______________________________________LTD.

We, the undernoted Lead Manager(s) to the above mentioned forthcoming issue state as follows:

1. We have while finalising the draft prospectus/letter of offer pertaining to the said issue have examined various documents and other material as for adequate disclosures to the investor;

2. On the basis of such examination and the discussions with the company, its directors and other officers, other agencies, independent verification of the statements concerning objects of the issue the contents of the documents and other material furnished by the company,

WE CONFIRM that:

(a) the draft prospectus/letter of offer forwarded to SEBI is in conformity with the documents, materials and papers relevant to the issue;

(b) all the legal requirements connected with the said issue have been duly complied with; and

(c) the disclosures made in the draft prospectus/letter of offer are true, fair and adequate to enable the investors to make a well informed decision as to the investment in the proposed issue. PLACE:

DATE:

LEAD MANAGER (S) TO THE ISSUE
N. B. A list of documents and materials examined may be forwarded along with this certificate.
 

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