Home | Back | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
SECURITIES AND EXCHANGE BOARD
OF CONTENTS 1.
Short title and commencement CHAPTER
II: REGISTRATION OF UNDERWRITERS 3.
Application for grant of certificate CHAPTER
III: GENERAL OBLIGATIONS AND RESPONSIBILITIES 13.
To abide by the Code of Conduct CHAPTER
IV: INSPECTION AND DISCIPLINARY PROCEEDINGS 19.
Board's right to inspect CHAPTER
V: PROCEDURE FOR ACTION IN CASE OF DEFAULT 25.
Liability for action in case of default FORM
A: APPLICATION FOR REGISTRATION AS UNDERWRITER SCHEDULE
II: FEES Back
to top, I,
II,
III,
IV,
V,
Sch I, Sch II, Sch III THE GAZETTE OF
SECURITIES AND EXCHANGE BOARD
OF No.LE/10/93. In
exercise of the powers conferred by section 30 of the Securities and
Exchange Board of India Act, 1992 (15 of 1992), the Board with the
previous approval of the Central Government, hereby makes the following
regulations, namely :- 1. (1) These
regulations may be called the Securities and Exchange Board of India
(Underwriters) Regulations, 1993. (2) They shall come
into force on the date of their publication in the Official Gazette.
2. (1) In these
regulations, unless the context otherwise requires :-
1*[***] (b) "form" means a
form specified in Schedule
I; (c) "inspecting
authority" means one or more persons appointed by the Board to exercise
powers conferred under Chapter
IV; (d) "principal
officer" means, - (i)
in relation to a proprietary concern, the proprietor himself;
(ii) in relation to a
firm or an association of persons or any body of individuals or a body
corporate, a secretary, treasurer, partner, manager or director of the
firm, association, or body corporate; (iii) any person
connected with the management or administration of the firm, association
or the body corporate upon whom the Board has served a notice of its
intention of treating him as the principal officer
thereof; (e)
regulations" means Securities and Exchange Board of India (Underwriters)
Regulations, 1993; (f) rules" means
Securities and Exchange Board of India (Underwriters) Rules
1993; (2)
All other words and expressions used in these regulations but not defined,
and defined in the Act and the rules shall have the same meanings
respectively assigned to them in the Act or the rules, as the case may be.
Back
to top, I,
III,
IV,
V,
Sch I, Sch II, Sch III Foot
Notes 1. The following deleted by the SEBI (Procedure for Holding
Enquiry by Enquiry Officer and Imposing Penalty) Regulations, 2002
published in the Official Gazette of
CHAPTER II Application for grant of
certificate
3. (1) An application
by an underwriter for grant of a certificate shall be made to the Board in
Form
A. (2) Notwithstanding anything
contained in sub-regulation
(1), any application made by an underwriter prior to coming into force
of these regulations containing such particulars or as near thereto as
mentioned in form A shall be treated as an application made in pursuance
of sub-regulation
(1) and dealt with accordingly. Furnishing of further
information, clarification, etc. 4. (1) The Board may
require the applicant to furnish further information or clarification
regarding matters relevant to underwriting to consider the application for
grant of a certificate. 2*[(2) If the Board, on receipt
of further information, is of the opinion that the information so
furnished is not sufficient to decide on the application and seeking
further information through correspondence is likely to delay the matter,
it may require the applicant or its principal officer to appear before the
Board in order to give an opportunity to the applicant to give further
clarifications on the application made under Regulation
3.] Application to conform to the
requirements - 5. Subject to the
provisions of sub-regulation
(2) of regulation 3, any application, which is not complete in all
respects and does not conform to the instructions specified in the form,
shall be rejected: Provided that, before
rejecting any such application, the applicant shall be given an
opportunity to remove within 3*[one
month] such objections as may be indicated by the Board.
4*[Provided further that the
Board may, on sufficient reasons being shown extend the time by another
one month in order to enable the applicant to comply with the requirements
of the Board]. 6. The Board shall
take into account for considering the grant of a certificate, all matters
which are relevant to or relating to underwriting and in particular the
following, namely, whether the applicant - (a)
has the necessary infrastructure like adequate office space, equipments,
and manpower to effectively discharge his activities;
(b) has any past
experience in underwriting or has in his employment minimum two persons
who had the experience in underwriting; (c) or any person,
directly or indirectly connected with the applicant has not been granted
registration by the Board under the Act; 5*[Explanation:- For the
purposes of this clause the Board shall take into account whether a
previous application for a certificate of any person directly or
indirectly connected with the applicant has been rejected by the Board or
any disciplinary action has been taken against such person under the Act
or any of the Rules or any of the Regulations made under the Act]
(d) fulfils the capital
adequacy requirements specified in regulation
7; (e) or any of its director, partner or principal officer is
or has at any time been convicted for any offence involving moral
turpitude or has been found guilty of any economic offence.
6*[(f) is a fit and proper
person.] 7. (1) The capital
adequacy requirement referred to in sub-
regulation (d) of regulation 6 shall not be less than the networth of rupees twenty lakhs; 7*(2)
Notwithstanding anything contained in sub-regulation (1), every
stock-broker, who acts as an underwriter shall fulfill the capital
adequacy requirements specified by the stock exchange of which he is a
member.” Procedure for
registration
8. The Board on being
satisfied that the applicant is eligible, shall send an intimation 8*[within
one month of such satisfaction] of the applicant mentioning that he has
been found eligible for the grant of certificate and grant a certificate
in form B subject to payment of fees as specified in regulation
12. 9. (1) An underwriter
may, if he so desires, make an application in Form
A for renewal of certificate before three months of the expiry of the
period of certificate. (2) The application
for renewal of certificate under sub-regulation
(1) shall be dealt with in the same manner as if it were an
application for grant of a certificate made under regulation
3. Procedure where registration
is not granted 10. (1) Where an
application for grant of a certificate under regulation
3 or of renewal under regulation
9 does not fulfil the requirements set out
in regulation
6, the Board may reject the application, after giving an opportunity
of being heard. (2) 9*[The
decision shall be communicated by the Board within thirty days of such
decision stating therein the grounds on which the application has been
rejected]. (3) Any applicant may, being
aggrieved by the decision of the Board under sub-regulation
(2), apply within a period of thirty days from the date of receipt of
such intimation, to the Board for reconsideration of its decision.
(4) On receipt of the
application made under sub-regulation
(3), the Board shall reconsider its decision and communicate its
findings thereon as soon as possible in writing to the applicant.
Effect of refusal to grant or
renew certificate 11. Any underwriter
whose application for grant or renewal of a certificate has been refused
by the Board shall on and from the date of the receipt of the
communication under sub
- regulation (2) of regulation 10 cease to act as an underwriter.
10*[Provided that if the Board is
satisfied that it is in the interest of the investors, it may permit the
underwriter to undertake the underwriting commitments already entered into
by him during the validity period of the certificate.]
Payment of fees and the
consequences of failure to pay fees 12. (1) Every
applicant eligible for grant or renewal of a certificate shall pay fees in
such manner and within the period specified in Schedule
II: 11*[***] Provided12*[***]
that a stock broker 13*[***] who, has been granted a
certificate under Section 12 of the Act and pays fees under the Securities
and Exchange Board of India (Stock Brokers and Sub-Brokers) Regulations,
1992 14*[***] shall not be required to
pay fees under sub-
regulation (1). (2) Where an
underwriter fails to pay the fees as provided in sub-
regulation (1), the Board may suspend the certificate, whereupon the
underwriter shall forthwith cease to act as an underwriter. Back
to top, I,
II,
III,
IV,
V,
Sch I, Sch II, Sch III 1.
The following
omitted by the Securities and
Exchange Board of India (Procedure for Holding Enquiry by Enquiry Officer
and Imposing Penalty) Regulations, 2002 published in the Official Gazette
of India dated 27.09.2002. “(a) "enquiry officer" means any
officer of the Board, or any other person, having experience in dealing
with the problems relating to the securities market, who is appointed by
the Board under Chapter
V;” 2. Substituted
for the following by the Securities and Exchange Board of
"The applicant or, its
principal officer shall, if so required, appear before the Board for
personal representation. Application to conform to the
requirements" 3. Substituted
for "the time specified" by the Securities and Exchange Board of
4.
Proviso inserted
by the Securities and Exchange Board of
5. Substituted
for "The applicant or, its principal officer shall, if so required, appear
before the Board for personal representation. Application to conform to
the requirements" by the Securities and Exchange Board of
6. Clause
(f) inserted
by the SEBI (Underwriters) Amendment Regulations, 1998 published in the
Official Gazette of 7.
The following substituted by the
SEBI (Underwriters) (Amendment) Regulations, 2002 published in the
Official Gazette of “(2) Notwithstanding
anything contained in sub-regulation
(1),- (a)
every stock broker, who acts as an underwriter shall fulfil the capital adequacy requirements specified by
the stock exchange of which he is a member; (b) every merchant banker, who acts as an underwriter shall
fulfil the capital adequacy requirements
specified in regulation 7 of the Securities and Exchange Board of India
(Merchant Banker) Regulations 1992. Explanation: For the purposes
of this regulation, "networth" means -
(a)
in the case of an applicant being a proprietary concern or a firm or an
association of persons or any body of individuals, the value of capital
contributed to such business by the applicant and the free reserves of any
kind belonging to the business of the applicant; and
(b)
in the case of a body corporate, the value of the paid- up capital and the
free reserves as disclosed in the books of accounts of the applicant at
the time of making the application under sub-regulation
(1) of regulation 3.” 8. "within
one month of such satisfaction" inserted
by Securities and Exchange Board of
9. Substituted
for, by the Securities and Exchange Board of
"The refusal to grant or renew
the certificate shall be communicated by the Board within thirty days of
such refusal to the applicant stating therein the grounds on which the
application has been rejected" 10.
Proviso inserted
by the Securities and Exchange Board of
11.
The proviso omitted
by the SEBI (Underwriters) (Amendment) Regulations, 1997 published in the
Official Gazette of "Provided that the Board may
on sufficient cause being shown permit the underwriter to pay such fees at
any time before the expiry of six months from the date on which such fees
become due;" 12.The word "further" omitted
by the SEBI (Underwriters) (Amendment) Regulations, 1997 published in the
Official Gazette of 13.The words “or a merchant
banker” omitted by the SEBI
(Underwriters) (Amendment) Regulations, 2002 published in the Official
Gazette dated 10.12.2002. 14.The words “or the Securities
and Exchange Board of Back
to top, I,
II,
IV,
V,
Sch I, Sch II, Sch III CHAPTER III To abide by the Code of
Conduct
13. Every underwriter
shall at all times abide by the Code of Conduct as specified in Schedule
III. 14. Every underwriter
shall enter into an agreement referred to in clause (b) of rule 4 with
each body corporate on whose behalf he is acting as underwriter and the
said agreement shall, amongst other things, provide for the following,
namely :- (i)
the period for which the agreement shall be in force;
(ii) the amount of
underwriting obligations; (iii) the period,
within which the underwriter has to subscribe to the issue after being
intimated by or on behalf of such body corporate; (iv) the amount of
commission or brokerage payable to the underwriter; (v) details of arrangements, if any, made by the
underwriter for fulfilling the underwriting
obligations. General responsibilities of an
underwriter
15. (1) The
underwriter shall not derive any direct or indirect benefit from
underwriting the issue other than the commission or brokerage payable
under an agreement for underwriting. (2) The total
underwriting obligations under all the agreements referred to in clause
(b) of rule 4 shall not exceed twenty times the networth referred to in regulation
7. (3) Every
underwriter, in the event of being called upon to subscribe for securities
of a body corporate pursuant to an agreement referred to in clause (b) of
rule 4 shall subscribe to such securities within 45 days of the receipt of
such intimation from such body corporate. To maintain proper books of
accounts and records, etc. 16. (1) Subject to
the provisions of any other law, every underwriter shall keep and maintain
the following books of accounts and documents, namely :-
(a)
in relation to underwriter being a body corporate - (i)
a copy of the balance sheet and profit and loss account as specified in
sections 211 and 212 of the Companies Act, 1956 (1 of 1956);
(ii) a copy of the auditor's report referred to in section
227 of the Companies Act, 1956 (1 of 1956). (b)
in relation to an underwriter not being a body corporate
- (i)
records in respect of all sums of money received and expended by them and
the matters in respect of which the receipt and expenditure take place;
and (ii) their assets and liabilities. (2)
Without prejudice to sub-regulation
(1), every underwriter shall, after the close of each financial year
as soon as possible but not later than six months from the close of the
said period furnish to the Board if so required copies of the balance
sheet, profit and loss account, statement of capital adequacy requirement
and such other documents as may be required by the Board under regulation
16. (3) Every underwriter
shall also maintain the following records with respect to -
(i)
details of all agreements referred to in clause (b) of rule 4;
(ii) total amount of
securities of each body corporate subscribed to in pursuance of an
agreement referred to in clause (b) of rule 4; (iii) statement of
capital adequacy requirements as specified in regulation
7; (iv) such other records as may be specified by the Board for
underwriting. (4)
Every underwriter shall intimate to the Board the place where the books of
accounts, records and documents are maintained. Period of maintenance of books
of accounts, records and other documents 17. Every underwriter
shall preserve the books of account and other records and documents
mentioned under this chapter for a minimum period of five years.
15*[Appointment of Compliance Officer 17 A (1) Every
underwriter shall appoint a compliance officer who shall be responsible
for monitoring the compliance of the Act, rules and regulations,
notifications, guidelines, instructions, etc. issued by the Board or the
Central Government and for redressal of
investors’ grievances. (2) The compliance
officer shall immediately and independently report to the Board any
non-compliance observed by him] 18. (1) The Board may
at any time call for any information from an underwriter with respect to
any matter relating to underwriting business. (2) Where any
information is called for under sub-regulation
(1) it shall be the duty of the underwriter to furnish such
information. Back
to top, I,
II,
III,
IV,
V,
Sch I, Sch II, Sch III 15.
Regulation 17A inserted
by the SEBI (Investment Advice by Intermediaries) (Amendment) Regulations,
2001, published in the Official Gazette of
CHAPTER IV 19. (1) Where it
appears to the Board so to do, it may appoint one or more persons as
inspecting authority to undertake the inspection of the books of accounts,
other records and documents of the underwriter for any of the purposes
specified in sub-regulation
(2). (2) The purposes referred to
in sub-regulation
(1) shall be as follows, namely:- (a)
to ensure that the books of accounts and other records and documents are
being maintained in the manner required; (b) that the
provisions of the Act, rules and regulations are being complied with;
(c) to investigate
into the complaints received from investors, other underwriters or any
other person on any matter having a bearing on the activities of the
underwriter; and (d) to investigate suo-moto in
the interest of securities business or investors' interest into the
affairs of the underwriter. 20. (1) Before
undertaking an inspection under regulation
19 the Board shall give a reasonable notice to the underwriter, for
that purpose. (2) Notwithstanding
anything contained in sub-regulation
(1), where the Board is satisfied that in the interest of the
investors or in the public interest no such notice should be given, it may
by an order in writing direct that the inspection of the affairs of the
underwriter be taken up without such notice. (3) On being
empowered by the Board, the inspecting authority shall undertake the
inspection and the underwriter against whom an inspection is being carried
out shall be bound to discharge his obligations as provided under regulation
21. Obligations of underwriter on
inspection by the Board 21. (1) It shall be
the duty of every director, proprietor, partner, officer and employee of
the underwriter who is being inspected to produce to the inspecting
authority such books, accounts and other documents in his custody or
control and furnish him with the statements and information relating to an
underwriter within such time as the inspecting authority may require.
(2) The underwriter
shall allow the inspecting authority to have a reasonable access to the
premises occupied by such underwriter or by any other person, on his
behalf and also extend reasonable facility for examining any books,
records, documents and computer data in the possession of the underwriter
or any such other person on their behalf and also provide copies of
documents or other material which in the opinion of the inspecting
authority are relevant for the purposes of the inspection.
(3) The inspecting
authority shall in the course of inspection, be entitled to examine or
record statements of any principal officer, director, partner, proprietor
and employee. (4) It shall be the
duty of every director, proprietor, partner, officer or employee of the
underwriter to give to the inspecting authority all assistance in
connection with the inspection which the underwriter may reasonably be
expected to give. Submission of report to the
Board
22. The inspecting
authority shall, as soon as may be possible, submit an inspection report
to the Board. 16*Action on inspection or
investigation report 23.
The Board or the Chairman shall after consideration of inspection or
investigation report take such action as the Board or Chairman may deem
fit appropriate including action under the Securities and Exchange Board
of India (Procedure for Holding Enquiry by Enquiry Officer and Imposing
Penalty) Regulations, 2002. Appointment of
Auditor
24. Notwithstanding
anything contained above the Board may appoint a qualified auditor to
investigate into the books of account of the affairs of the underwriter:
Provided that the
auditor so appointed shall have the same powers of the inspecting
authority as stated in regulation
19 and the obligation of the underwriter and his employees in regulation
21 shall be applicable to the investigation under this regulation.
Explanation: Foot
Notes 16.
Substituted for the following by
the SEBI (Procedure for Holding Enquiry by Enquiry Officer and Imposing
Penalty) Regulations, 2002 published in the Official Gazette of
“Communication of
findings, etc. to the underwriter 23. (1) The Board
shall after consideration of the inspection report communicate the
findings to the underwriter to give him an opportunity of being heard
before any action is taken by the Board on the findings of the inspecting
authority. (2) On receipt of the
explanation, if any, from the underwriter the Board may call upon the
underwriter to take such measures as the Board may deem fit in the
interest of the securities market and for due compliance with the
provisions of the Act, rules and regulations. “ Back
to top, I,
II,
III,
IV,
Sch I, Sch II, Sch III CHAPTER V 17*Liability for action in case
of default
25. An underwriter or
a stock broker or a merchant banker entitled to carry on business of
underwriting who – (a) fails to comply
with any conditions subject to which certificate has been granted
(b) contravenes any
of the provisions of the Act, rules or regulations, shall be dealt with in the manner
provided under the Securities and Exchange Board of India (Procedure for
Holding Enquiry by Enquiry Officer and Imposing Penalty) Regulations,
2002. 18* [***] Back
to top, I,
II,
III,
IV,
V,
Sch I, Sch II, Sch III Foot notes 17. Substituted for the following by the SEBI
(Procedure for Holding Enquiry by Enquiry Officer and Imposing Penalty)
Regulations, 2002 published in the Official Gazette of
“25.
(1) An underwriter or a stock broker or a merchant banker entitled to
carry on business of underwriting without obtaining a separate certificate
under rule 3 who, - (a)
fails to comply with any conditions subject to which certificate has been
granted; (b) contravenes any of the provisions of the Act, rules or
regulations; shall be liable to any of the penalties specified in sub-
regulation (2). (2) The penalties referred to
in sub-regulation
(1) may be either: (a)
suspension of registration 12*[under
the grounds specified] in sub-regulation
(1) of regulation 26 after enquiry for a specified period; or
(b) cancellation of registration 12*[under
the grounds specified] in sub-regulation
(2) of regulation 26.” 18. The following
omitted by the SEBI (Procedure for
Holding Enquiry by Enquiry Officer and Imposing Penalty) Regulations, 2002
published in the Official Gazette of
“Suspension, cancellation of
certificate
26. (1) A penalty of
suspension of certificate granted to an underwriter or a certificate of
registration granted under section 12 of the Act to a stock broker or a
merchant banker entitled to carry on business of underwriting without
obtaining a certificate under rule 3, may be imposed where an underwriter
or such stock broker or merchant banker - (i)
violates the provisions of the Act, rules or regulations;
(ii) does not follow
the code of conduct specified at Schedule
III; (iii) (a) fails to
furnish any information relating to his business as underwriter as
required by the Board; (b) furnishes wrong or false
information, (c) does not submit periodical
returns as required by the Board; (d) does not co-operate in any
enquiry conducted by the Board; (iv)
indulges in manipulating or price rigging or cornering activities;
(v) is guilty of
misconduct or improper or un-business like or unprofessional conduct;
(vi) fails to maintain the capital adequacy requirement in
accordance with the provisions of regulation
7. (vii) fails to pay
the fees as specified in regulation
12; (viii) violates the
conditions of registration; (ix) fails to fulfill his underwriting obligations.
Provided that the
Board for reasons to be recorded in writing may in case of repeated
defaults of the type mentioned above impose a penalty of cancellation of
certificate on the underwriter or cancellation of certificate of
registration granted under section 12 of the Act on a stock broker or a
merchant banker. (2) A penalty of cancellation
of certificate granted to an underwriter or a certificate of registration
granted under section 12 of the Act to a stock broker or a merchant banker
entitled to carry on the business of underwriting under rule 3, may be
imposed where they. (i)
indulge in deliberate manipulation or price rigging or cornering
activities affecting the securities market and the investors interest;
(ii) fail to fulfill
the capital adequacy referred to in regulation
7; (iii) are guilty of
fraud, or is convicted of a criminal offence; (iv) violate any
provision of Securities and Exchange Board of India (Insider Trading)
Regulations, 1992; or (v) violate the
provisions of the Act, rules and regulations; (vi) fails to fulfill more than once their underwriting
obligations. Manner of making order of
suspension and cancellation of certificate 27. No order of
penalty of suspension or cancellation shall be imposed except after
holding an inquiry in accordance with the procedure specified in regulation
28. Manner of holding enquiry
before suspension or cancellation 28. (1) For the
purpose of holding an enquiry under regulation
27, the Board may appoint an enquiry officer. (2) The enquiry
officer shall issue to the underwriter a notice at the registered office
or the principal place of business of the underwriter.
(3) The underwriter may,
within thirty days from the date of receipt of such notice, furnish to the
enquiry officer a reply together with copies of documentary or other
evidence relied on by him or sought by the Board from the underwriter.
(4) The enquiry
officer shall, give a reasonable opportunity of hearing to the underwriter
to enable him to make submissions in support of his reply made under sub-regulation
(3). (5) Before the
enquiry officer, the underwriter may either appear in person or through
any person duly authorised by the underwriter:
Provided that no
lawyer or advocate shall be permitted to represent the underwriter at the
enquiry: Provided further that
where a lawyer or an advocate has been appointed by the Board as a
presenting officer under sub-regulation
(6), it shall be lawful for the underwriter to present its case
through a lawyer or advocate. (6) If it is considered
necessary, the enquiry officer may ask the Board to appoint a presenting
officer to present its case. (7) The enquiry
officer shall, after taking into account all relevant facts and
submissions made by the underwriter, submit a report to the Board and
recommend the penalty to be awarded as also the justification of the
penalty proposed. 29. (1) On receipt of
the report from the enquiry officer, the Board shall consider the same and
issue a show-cause notice as to why the penalty as it considers
appropriate should not be imposed. (2) The underwriter
shall within thirty days of the date of the receipt
of the show-cause notice send a reply to the Board. (3) The Board after
considering the reply to the show-cause notice, if received, shall as soon
as possible but not later than thirty days from the receipt of the reply,
if any, pass such order as it deems fit. (4) Every order
passed under sub-regulation
(3) shall be self- contained and give reasons for the conclusions
stated therein including justification of the penalty imposed by that
order. (5) The Board shall
send a copy of the order under sub-regulation
(3) to the underwriter. Effect of suspension and
cancellation of certificate granted to underwriter 30. (1) On and from
the date of the suspension of the certificate or certificate of
registration granted to a stock broker or a merchant banker under section
12 of the Act, the underwriter shall cease to act as an underwriter during
the period of suspension: Provided that the
Board may in the interest of the investors and securities market, permit
the underwriter to complete his underwriting obligations specified in the
agreement referred to in clause (b) of rule 4. (2) On and from the
date of cancellation of certificate or certificate of registration granted
to a stock broker or a merchant banker under section 12 of the Act, the
underwriter shall with immediate effect cease to act as an underwriter.
Publication of order of
suspension
31. The order of the
Board passed under sub-regulation
(3) of regulation 29, shall be published in atleast two daily newspapers by the Board.
Appeal to the Securities
Appellate Tribunal 32. Any person
aggrieved by an order of the Board made, on and after the commencement of
the Securities Laws (Second Amendment) Act, 1999, (i.e., after 16th
December 1999), under these regulations may prefer an appeal to a
Securities Appellate Tribunal having jurisdiction in the
matter.” Back
to top, I,
II,
III,
IV,
V,
Sch II, Sch III SCHEDULE I APPLICATION FOR REGISTRATION
AS UNDERWRITER NAME OF APPLICANT AND
ITS STATUS NAME AND DESIGNATION
OF PRINCIPAL OFFICER
DESIGNATION:
TELEPHONE NO.
INSTRUCTIONS :-
1. Applicants must
submit a completed application form together with supporting documents to
the Securities and Exchange Board of India. 2. All columns of the
application should be filled in. In case a column is not relevant then
`NOT APPLICABLE' should be specified. 3. Information which
needs to be supplied in more details may be written on separate sheets
which should be attached to the application form. 4. Original copy of
form duly signed should be submitted for registration. PART - I GENERAL
INFORMATION
1.
APPLICANTS DETAILS 1.1
Name of the Applicant: 1.2
Address of Applicant: Pin code:
_____________________
Telephone No:_____________ Telex No:
_____________________
Fax No: _________________ 1.3
Address of the applicant for Correspondence: Pin code:
_____________________
Telephone No:_____________ Telex No:
_____________________
Fax No: _________________ 1.4
Address of Branch Offices (in 1.5
Whether any other application under Securities and Exchange Board of India
Act, 1992 has been made for grant of Certificate, if so, details thereof
2.
ORGANISATION STRUCTURE : 2.1
Objects of the organisation of the applicant.
(Attach extracts from relevant documents like, Partnership
deed/Charter/Memorandum of Association/Articles of Association etc) in
support of objects of the organisation.
2.2
Date and Place of Incorporation/Establishment of the organisation of the applicant.
Day
Month
Year Place
2.3
Status of the applicant (specify whether proprietary, partnership,
association of persons, body of individuals, limited company -
public/private, others. If listed, name the stock exchange and latest
share price:-high and low.) 2.4
Organisation Chart stating the functional
responsibility at various levels 2.5
Particulars of all Proprietors/ Partners/ Managers/ Officers/ Directors.
2.6
Number of employees 2.7
Name and activities of associate companies/ concerns. 2.8
In case the applicant is a body corporate, please give list of major share
holders (holding 5% or more voting rights) 3.0 DETAILS
OF INFRASTRUCTURAL FACILITIES 3.1
Office Space (mention the extent of area and ownership details available).
3.2
Office Equipment (mention the details of electronic office equipment,
typewriters, telecommunication equipment, Furniture & Fixtures, other
communication facilities etc.) 4.0
BUSINESS PLAN ( FOR THREE YEARS) 4.1
History, Major achievements and present activity 5.0
FINANCIAL INFORMATION 5.1
Capital Structure (Rs. in lakhs) Current Year Last Year Previous Year Second Year Third Year a) Paid-up capital b) Free reserves (excluding revaluation
reserves) c) Total (a) + (b) d) Loans (Details) e) Net profit (i)
General Note:- In case of partnership or proprietary concerns,
please indicate capital minus drawings. 5.2
Deployment of Resources a) Fixed Assets
b) Plant &
Machinery and office equipment c) Investments
(Details should be given separately) d) Others
5.3 Major Source of
Estimated Profit from various sources (Rs. in
lakhs) Current
Year Last
Year Previous
Year Second
Year Third
Year 5.4
Please enclose three years of audited annual accounts and where unaudited reports are submitted, give reasons.
5.5
Name and Address of the Principal Bankers 5.6
Name and Address of the Auditors (Internal, External & Tax auditor, if
any, as applicable) 6.0 OTHER
INFORMATION
6.1
Indicate involvement in any offence relating to moral turpitude/economic
offenses in the last three years. 6.2
Any other information considered relevant to the nature of services
rendered by the company. PART-II 7.0 BUSINESS
INFORMATION
7.2
Indicate How decision on Underwriting is usually taken.
7.3
Indicate various research & database facilities available.
7.4
Enclose a copy of typical contract entered with the issuer for
Underwriting activity. 8.0
EXPERIENCE :
8.1
Experience in Underwriting activities. (Indicate Name of the company,
Particulars of the issue, Amount of underwriting done in last three years)
8.2
Experience in other financial services rendered:-
(Period, Area and Date of Commencement of Activity).
8.3
Details of all Un-settled and pending devolvement/disputes regarding
Underwriting: 8.4
Indicate underwriting defaulted with any company and reasons for the same.
DECLARATION THIS DECLARATION MUST BE
SIGNED BYPRINCIPAL OFFICER/S I/We hereby apply for
GRANT OF CERTIFICATE OF ______________________________ REGISTRATION by the
Board. I/We warrant that I/We will carry out my/our duties in accordance
with the Act, Rules and Regulations. 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/our grant of certificate for registration and I/We will promptly
notify the Board of any changes in the information during the period that
my/our registration is being considered and if my/our registration is
accepted, thereafter. I/We understand that
misleading or attempting to mislead the Board shall render the applicant
liable to disciplinary proceedings. I/We certify that the
above information and information supplied in the application form is
true, complete and correct. For and on behalf of
(Name of Applicant)
(Name of Applicant)
PLACE : Back
to top, I,
II,
III,
IV,
V,
Sch I, Sch II, Sch III FORM B CERTIFICATE OF
REGISTRATION I. 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 for the underwriters, the Board
hereby grants a certificate of registration to ________________________ as
an underwriter subject to the conditions in the rules and in accordance
with the regulations. II. Registration Code
for the underwriter is __________ III. Unless renewed,
the certificate of registration is valid from ________ to _________.
Place :
Date :
By Order
For and on behalf of
Security Exchange
Board of Back
to top, I,
II,
III,
IV,
V,
Sch I, Sch III SCHEDULE II 15*[1. Every
underwriter shall pay a sum of Rs.5 lakhs as
registration fees at the time of grant of certificate by the Board:
2. Every
underwriter to keep registration in force shall pay renewal fee of Rs.2
lakhs every three years from the fourth year
from the date of initial registration. 3. (a) The fee referred to in paragraph 1 shall be paid by
the underwriter within fifteen days from the date of receipt of intimation
from the Board under regulation
8. (b)
The fee referred to in paragraph
2 shall be paid by the underwriter within fifteen days of receipt of
intimation from the Board disposing of the application for renewal made
under sub-regulation
(1) of regulation 9. 4. The fees
specified in paragraphs
1 and 2
shall be payable by the underwriter by a demand draft in favour of "Securities and Exchange Board Of India"
payable at Mumbai or at the respective regional office.]
Back
to top, I,
II,
III,
IV,
V,
Sch I, Sch II, Sch III 15.
Substituted
for the following paragraphs 1, 2, 3 and 4 by the SEBI(Underwriters) (Amendment) Regulations, 1999
published in the Official Gazette of
1.
Every underwriter shall subject to paragraphs 3 and 4 of this
Schedule , pay registration fees as set out below: (i)
Rs 2 lakhs as 1st
installment for the first year from the date of initial grant of
certificate.
(ii) Rs 2 lakhs as 2st installment for the second year from the date of
initial grant of certificate. (iii) Rs 1 lakhs as 3rd
installment for the third year from the date of initial grant of
certificate. 2.
Every underwriter shall subject to paragraphs (3) and (4) of this schedule
pay a fee of Rs 20,000/- every year to keep the
certificate in force or renewal thereof. 3. (a) The first
installment of the fee referred to in paragraphs 1 and 2 above shall be
paid within 15 days from the date of intimation from the Board under
regulation 8.
(b) The second and third
installments of fee mentioned in paragraph
1 shall be paid on or before expiry of 12 months from the date of
initial registration. (c) The fees
referred to in paragraph 2 shall be paid on or before expiry of 12 months
from the date of payment of fees paid in the preceding calender year. 4. The fees specified in
paragraphs 1 and 2 above, shall be payable by a*[draft
in favour of “The Securities and Exchange Board
of a.
The words ‘a cheque ‘
or deleted
by the Securities and Exchange Board of
b.
"or at the respective regional office" inserted
by the Securities and Exchange Board of
Back
to top, I,
II,
III,
IV,
V,
Sch I, Sch II SCHEDULE III 1.
Every underwriter shall maintain high standards of integrity, dignity and
fairness in all his dealings with his clients and other Underwriters in
the conduct of his business. 2.
An underwriter shall ensure that he and his personnel will act in an
ethical manner in all his dealings with a body corporate making an issue
of securities (hereinafter referred to in the schedule as "the issuer").
3.
Every underwriter shall, at all times, render high standards of service,
exercise due diligence, ensure proper care and exercise independent
professional judgement. 4.
Every underwriter shall disclose to the Issuer Company his possible source
or potential areas of conflict of duties and interest while providing
underwriting services. 5.
Underwriter shall not indulge in any unfair competition, which is likely
to be harmful to the interest of other underwriters carrying on the
business of underwriting or likely to place such other underwriters in a
disadvantageous position in relation to the underwriter while competing
for, or carrying out any assignment. 6.
No underwriter shall make any statement, either oral or written, which
would misrepresent - (a)
the services that the underwriter is capable of performing for the, or has
rendered to other Issuer Company; (b) his underwriting commitment. 7. No
underwriter shall divulge to other Issuer, Press or any party any
confidential information about his Issuer Company, which has come to his
knowledge and deal in securities of any Issuer Company without making
disclosure to the Board as required under the regulations and also to the
Board of Directors of the Issuer Company. 8.
No underwriter shall willfully make untrue statement or suppress any
material fact in any documents, reports, papers or information furnished
to the Board. 16*[9 (a) [An underwriter or any
of his employees shall not render, directly or indirectly any investment
advice about any security in the publicly accessible media, whether
real-time or non-real-time, unless a disclosure of his interest including
his long or short position in the said security has been made, while
rendering such advice. (b)
In case, an employee of the underwriter is rendering such advice,
he shall also disclose the interest of his dependent family members and
the employer including their long or short position in the said security,
while rendering such advice]. Back
to top, I,
II,
III,
IV,
V,
Sch I, Sch II, Sch III 16. Clause 9
inserted
by the SEBI (Investment Advice by Intermediaries) (Amendment) Regulations,
2001 published in the Official Gazette of
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||