Bankers To An Issue
Bankers To An Issue
Bankers To An Issue
REGULATIONS, 1994
CHAPTER I: PRELIMINARY
1. Short title and commencement.
2. Definitions.
CHAPTER II: REGISTRATION OF BANKERS TO AN ISSUE
3. Application for grant of certificate.
4. Application to conform to the requirements.
5. Furnishing of information, clarification and personal representation.
6. Consideration of application.
6A. Criteria for fit and proper person.
7. Procedure for registration.
8. Renewal of certificate.
8A. Conditions of registration.
8B. Period of validity of certificate.
9. Procedure where registration is not granted.
10. Effect of refusal to grant certificate.
11. Payment of fees and the consequences of failure to pay fees.
CHAPTER III: GENERAL OBLIGATIONS AND RESPONSIBILITIES
12. Maintenance of books of account, records and the documents.
13. Furnishing of information to the Board.
14. Agreement with bodies corporate.
15. Board to be informed of any disciplinary action taken by the Reserve Bank.
16. Code of conduct.
16A. Appointment of compliance officer.
CHAPTER IV: PROCEDURE FOR INSPECTION
17. Inspection of Banker to an Issue.
18. Purpose of inspection.
19. Procedure for inspection.
20. Obligations of banker to an issue on inspection.
21. Submission of report to the Board.
22. Action on inspection or investigation report.
CHAPTER V: PROCEDURE FOR ACTION IN CASE OF DEFAULT
23. Liability for action in case of default.
24. to 31. Omitted by the Securities and Exchange Board of India (Procedure
for Holding Enquiry by Enquiry Officer and Imposing Penalty) Regulations,
2002, w.e.f. 27-09-2002.
SCHEDULE I: FORMS
Page 1 of 25
FORM A: APPLICATION FOR GRANT/RENEWAL OF CERTIFICATE OF
REGISTRATION AS BANKERS TO THE ISSUE.
FORM B: CERTIFICATE OF REGISTRATION
Page 2 of 25
THE GAZETTE OF INDIA EXTRAORDINARY
PART III - SECTION 4
PUBLISHED BY AUTHORITY
NOTIFICATION
THE 14TH DAY OF JULY 1994
BOMBAY
1992);
2[(aa) “banker to an issue” means a scheduled bank or such other banking
company as may be specified by the Board from time to time, carrying on any
of the activities, including :—
(i) acceptance of application and application monies;
(ii) acceptance of allotment or call monies;
(iii) refund of application monies;
(iv) payment of dividend or interest warrants;]
1
Inserted by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment) Regulations,
2006, w.e.f, 7-9-2006.
2
Substituted by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment)
Regulations, 2021, w.e.f, 30-7-2021. Prior to its substitution, clause (e) read as under:
“banker to an issue” means a scheduled bank carrying on all or any of the following activities, namely :—
(i) acceptance of application and application monies;
(ii) acceptance of allotment or call monies;
(iii) refund of application monies;
(iv) payment of dividend or interest warrants;
Page 3 of 25
(ab) “body corporate” shall have the meaning assigned to it in or under 3[clause
(11) of section 2 of the Companies Act, 2013 (18 of 2013)];
(ac) “certificate” means a certificate of 4[***] registration issued by the Board;
(ad) 5[***]
6[(ae) “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);]
7[***]
3
Substituted the words and symbols “clause (7) of section 2 of the Companies Act, 1956 (1 of 1956)” with
“clause (11) of section 2 of the Companies Act, 2013 (18 of 2013)” by the Securities and Exchange Board of
India (Bankers to an Issue) (Amendment) Regulations, 2021, w.e.f, 30-7-2021.
4
The words “initial or permanent” was omitted by the Securities and Exchange Board of India (Change In
Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016.
Prior to this the words “initial or permanent” were inserted by the Securities and Exchange Board of India
(Bankers to an Issue) (Amendment) Regulations, 2011, w.e.f. 05-07-2011.
5
Omitted by Securities and Exchange Board of India (Change in conditions of Registration of Certain
Intermediaries) (Amendment) Regulations, 2011. Prior to the omission clause (ad) read as under:
“(ad) change of status or constitution” in relation to a banker to an issue—
(i) means any change in its status or constitution of whatsoever nature; and
(ii) without prejudice to generality of sub-clause (i), includes—
(A) amalgamation, demerger, consolidation or any other kind of corporate restructuring falling within
the scope of section 391 of the Companies Act, 1956 (1 of 1956) or the corresponding provision of any
other law for the time being in force;
(B) change in its managing director or whole time director; and
(C) any change in control over the body corporate;
6
Substituted by the Securities and Exchange Board of India (Change in Control in Intermediaries)
(Amendment) Regulations, 2023 w.e.f. 17-1-2023. Prior to its substitution, clause (ae) read as under:
““change in control”, in relation to a banker to an issue being a body corporate, means :—
(i) if its shares are listed on any recognised stock exchange, change in control within the meaning of
regulations framed under clause (h) of sub-section (2) of section 11 of the Act;
(ii) in any other case, change in the controlling interest in the body corporate.
Explanation.—For the purpose of sub-clause (ii), the expression “controlling interest” means an
interest, whether direct or indirect, to the extent of at least fifty-one per cent of voting rights in the body
corporate.”
7 Clause (a) omitted by the Securities and Exchange Board of India (Procedure for Holding Enquiry by
Enquiry Officer and Imposing Penalty) Regulations, 2002, w.e.f. 27-09-2002. Prior to the omission clause
(a) read as under:
“a. “enquiry officer” means any officer of the Board, or any other person, having experience in
dealing with the problems relating to securities market, who is authorized by the Board under Chapter V;”
Page 4 of 25
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;]
(d) “Reserve Bank” means the Reserve Bank of India established under section
3 of the Reserve Bank of India Act, 1934;
9[(e) “scheduled bank” means a bank included in the Second Schedule of the
8
Inserted by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment) Regulations,
2006, w.e.f, 7-9-2006.
9
Substituted by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment)
Regulations, 2006, w.e.f, 7-9-2006. Prior to its substitution, clause (e) read as under:
‘(e) “rules” means Securities and Exchange Board of India (Bankers to an Issue) Rules, 1994;’
10
Words “and the rules” were omitted by the Securities and Exchange Board of India (Bankers to an Issue)
(Amendment) Regulations, 2006, w.e.f, 7-9-2006.
11
Words “or the rules, as the case may be” were omitted by the Securities and Exchange Board of India
(Bankers to an Issue) (Amendment) Regulations, 2006, w.e.f, 7-9-2006.
12
Inserted by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment) Regulations,
2011, w.e.f.05-07-2011.
13
The word “initial” was omitted by the Securities and Exchange Board of India (Change In Conditions Of
Registration Of Certain Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016.
14
The words “by scheduled bank” was omitted by the Securities and Exchange Board of India (Bankers to
an Issue) (Amendment) Regulations, 2021, w.e.f. 30-7-2021.
15
Inserted by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment) Regulations,
2011, w.e.f. 05-07-2011.
16
The word “initial” was omitted by the Securities and Exchange Board of India (Change In Conditions Of
Registration Of Certain Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016.
17
Inserted by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment) Regulations,
2006, w.e.f, 7-9-2006.
Page 5 of 25
Provided that, before rejecting any such application, the applicant shall be given
an opportunity to remove within the time specified such objections as may be
indicated by the Board.
Consideration of application.
6. The Board shall take into account for considering the grant of a certificate, all
matters which are relevant to the activities relating to banker to an issue and in
particular whether the applicant fulfils the following requirements, namely :—
(a) the applicant has the necessary infrastructure, communication and data
processing facilities and manpower to effectively discharge its activities;
(b) the applicant or any of its directors is not involved in any litigation connected
with the securities market and which has an adverse bearing on the business
of the applicant or has not been convicted of any economic offence;
(c) the applicant is a scheduled bank 18[or such other banking company as
specified by the Board];
19[(cc) the applicant is a fit and proper person;]
18
The words “or such other banking company as specified by the Board” was inserted by the Securities and
Exchange Board of India (Bankers to an Issue) (Amendment) Regulations, 2021, w.e.f. 30-7-2021.
19
Inserted by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment) Regulations,
1998, w.e.f. 05-01-1998.
20
Substituted by the Securities and Exchange Board of India (Intermediaries) Regulations, 2008, w.e.f. 26-
05-2008. Prior to its substitution, the Regulation 6A as inserted by the Securities and Exchange Board of
India (Criteria for Fit and Proper Person) Regulations, 2004, w.e.f. 20-03-2004, read as under:
“6A. Applicability of Securities and Exchange Board of India (Criteria for Fit and Proper Person)
Regulations, 2004.- The Provisions of the Securities and Exchange Board of India (Criteria for Fit and
Proper Person) Regulations, 2004 shall, as far as may be, apply to all applicants or underwriters under these
regulations.”
21
Substituted by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment)
Regulations, 2011. Prior to the substitution, the Regulation read as under:
Page 6 of 25
(1) The Board, on being satisfied that the applicant is eligible, shall send an
intimation to the applicant, within one month of such satisfaction, that it has been
found eligible for grant of certificate of 23[***] registration and grant a certificate in
Form B.
24[(2) The certificate of registration granted under sub- regulation (1) shall be valid
7A 27[***]
“Procedure for registration. 7. (1) The Board on being satisfied that the applicant is eligible shall grant a
certificate in Form B and send an intimation to the applicant.
(2) On the grant of a certificate, the applicant shall be liable to pay the fees in accordance with Schedule II.”
22
The word “initial” was omitted by the Securities and Exchange Board of India (Change In Conditions Of
Registration Of Certain Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016.
23
The word “initial” was omitted by the Securities and Exchange Board of India (Change In Conditions Of
Registration Of Certain Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016.
24
Substituted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of
Certain Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016. Prior to substitution it read as
under:
“(2) The certificate of initial registration granted under sub-regulation (1) shall be valid for a period of five
years from the date of its issue to the applicant.”
25
Substituted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of
Certain Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016. Prior to substitution it read as
under:
“(3) The banker to an issue who has already been granted certificate of registration by the Board, prior to the
commencement of the Securities and Exchange Board of India (Bankers to an Issue) (Amendment)
Regulations, 2011, and has not completed a period of three years, shall be deemed to have been granted a
certificate of initial registration for a period of five years from the date of its certificate of registration,
subject to payment of fee for the remaining period of two years, as specified in Schedule II of these
regulations.”
26
The word “initial” was omitted by the Securities and Exchange Board of India (Change In Conditions Of
Registration Of Certain Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016.
27
Omitted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain
Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016. Prior to omission Regulation 7A was
inserted by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment) Regulations,
2011, w.e.f 05-07-2011 and read as under:
“7A. Grant of certificate of permanent registration.
(1) The banker to an issue who has been granted or deemed to have been granted a certificate of initial
registration under regulation 7, may, three months before the expiry of the period of certificate of initial
registration, make an application for grant of a certificate of permanent registration in Form A.
(2) The banker to an issue who has already been granted a certificate of registration by the Board and has
completed a period of five years, on the date of commencement of the Securities and Exchange Board of
India (Bankers to an Issue) (Amendment) Regulations 2011, may, three months before the expiry of validity
Page 7 of 25
8. 28[***]
29[Conditions of registration.
8A. 30[(1)Registrationgranted under regulation 7 shall be subject to the following
conditions, namely – ”]
(a) where the banker to an issue proposes 31[change in control], it shall
obtain prior approval of the Board for continuing to act as such after the change;
of certificate of registration or before, make an application for grant of a certificate of permanent registration
in Form A.
(3) An application under sub-regulation (1) or sub-regulation (2) shall be accompanied by non-refundable
application fee as specified in Schedule II of these regulations.
(4) The application for grant of a certificate of permanent registration shall be accompanied by details of the
changes that have taken place in the information that was submitted to the Board while seeking initial
registration or renewal, as the case may be, and a declaration stating that no changes other than those as
mentioned in such details have taken place.
(5) The application for permanent registration made under sub-regulation (1) or (2) shall be dealt with in the
same manner as if it were a fresh application for grant of a certificate of initial registration.
(6) The Board, on being satisfied that the applicant is eligible, shall grant a certificate of permanent
registration in Form B and shall send an intimation to the applicant.
(7) The grant of a certificate of permanent registration shall be subject to payment of fees specified in
Schedule II of these regulations.”
28
Omitted by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment) Regulations,
2011 w.e.f. 05-07-2011. Prior to omission the regulation read as under:
“Renewal of certificate.
8. (1) Three months before the expiry of the period of certificate, the banker to an issue, may if he so desires,
make an application for renewal in Form A.
28
[(1A) An application for renewal made under sub-regulation (1) shall be accompanied by a non-refundable
application fee as specified in Schedule II.]
(2) The application for renewal, under sub-regulation (1), shall be dealt with in the same manner as if it were
an application made under sub-regulation (1) of regulation 3 for grant of a certificate.
(3) The Board on being satisfied that the applicant fulfils the requirements specified in regulation 6 for
renewal of certificate shall grant a certificate in Form B and send an intimation to the applicant.
(4) On the grant of a certificate, the applicant shall be liable to pay the fees in accordance with Schedule II.”
29
Inserted by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment) Regulations,
2006, w.e.f. 07-09-2006.
30
Substituted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of
Certain Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016. Prior to substitution it read as
under:
“(1) Any 30[initial registration granted under regulation 7 or permanent registration granted under regulation
7A] shall be subject to the following conditions, namely :—”
Also, the words and figure “registration granted under regulation 7 or any renewal granted under regulation
8” were substituted with the words and figures “initial registration granted under regulation 7 or permanent
registration granted under regulation 7A” by the Securities and Exchange Board of India (Bankers to an
Issue) (Amendment) Regulations, 2011 w.e.f. 05-07-2011.
31
Substituted the words “to change its status or constitution” with “change in control” by Securities and
Exchange Board of India (Change in conditions of Registration of certain Intermediaries) (Amendment)
Regulations, 2011, w.e.f. 19-04-2011.
Page 8 of 25
(b) it shall enter into a legally binding agreement with the body corporate for or
on whose behalf it is acting as banker to an issue stating therein the allocation
of duties and responsibilities between itself and the body corporate for the
issue for which it is acting as a banker to an issue;
32[(c) it shall pay the fees for registration, in the manner provided in these
regulations.]
(d) it shall take adequate steps for redressal of grievances of the investors
within 33[twenty-one calendar days]of the date of the receipt of the complaint
and keep the Board informed about the number, nature and other particulars
of the complaints received and the manner in which such complaints have
been redressed;
(e) it shall abide by the regulations made under the Act in respect of the
activities carried on by it as banker to an issue.
34[(f) it shall immediately intimate the Board, details of changes that have taken
8B.35 [***]
32
Substituted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of
Certain Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016. Prior to substitution it read as
under:
“(c) it shall pay the fees for 32[initial registration or permanent registration], as the case may be, in the
manner provided in these regulations;”
Also, the words “registration or renewal” were substituted with the words “initial registration or permanent
registration” were substituted by the Securities and Exchange Board of India (Bankers to an Issue)
(Amendment) Regulations, 2011, w.e.f. 05-07-2011.
33
Substituted for “one month” by the Securities and Exchange Board of India (Facilitation of Grievance
Redressal Mechanism) (Amendment) Regulations, 2023 w.e.f. 18-08-2023.
34
Inserted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain
Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016.
35
Omitted by Securities and Exchange Board of India (Bankers to an Issue) (Amendment) Regulations,
2011, w.e.f. 05-07-2011. Prior to the omission regulation 8B read as under:
“Period of validity of certificate.
8B. The certificate of registration granted under regulation 7 and its renewal granted under regulation 8,
shall be valid for a period of three years from the date of its issue”.
36
Substituted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of
Certain Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016. Prior to substitution it read as
under:
Page 9 of 25
37[(2) The refusal to grant registration, 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.]
(3) Any applicant may, being aggrieved by the decision of the Board, under sub-
regulation (1), apply within a period of thirty days from the date of receipt of such
intimation to the Board for reconsideration of its decision.
(4) The Board shall reconsider an application made under sub-regulation (3) and
communicate its decision as soon as possible in writing to the applicant.
10. 38[***]
“(1) Where an application for grant of a certificate 36[of initial registration under regulation 3 or of
permanent registration under regulation 7A], does not satisfy the requirements set out in regulation 6, the
Board may reject the application after giving an opportunity of being heard.”
37
Substituted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of
Certain Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016. Prior to substitution it read as
under:
“(2) The 37[refusal to grant initial or permanent registration, as the case may be] 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.”
Also, the words “refusal to grant or renew registration” were substituted with words “refusal to grant initial
or permanent registration, as the case may be” by the Securities and Exchange Board of India (Bankers to an
Issue) (Amendment) Regulations, 2011, w.e.f. 05-07-2011.
38
Omitted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain
Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016. Prior to omission it read as under:
“38[10. Effect of refusal to grant certificate of permanent registration.
A banker to an issue whose application for grant of certificate of permanent registration has been refused by
the Board, on and from the date of the receipt of the communication, shall cease to carry on any activity as
banker to an issue:
Provided that the Board may, in the interest of the investors of the securities market, permit to carry on
activities undertaken prior to the receipt of the intimation of refusal subject to such condition as the Board
may specify.”
Also, regulation 10 was substituted by the Securities and Exchange Board of India (Bankers to an Issue)
(Amendment) Regulations, 2011, w.e.f. 05-07-2011. Prior to the substitution the regulation read as under:
“Effect of refusal to grant certificate.
10. Any scheduled bank whose application for 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 9 cease to carry on any
activity as banker to an issue.”
39
Substituted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of
Certain Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016. Prior to substitution it read as
under:
“(1) Every applicant eligible for grant of a certificate 39[of initial or permanent registration, as the case may
be] shall pay such fees in such a manner and within the period specified in Schedule II.”
Also, the words “of initial or permanent registration, as the case may be” were inserted by the Securities and
Exchange Board of India (Bankers to an Issue) (Amendment) Regulations, 2011, w.e.f. 05-07-2011.
Page 10 of 25
whereupon the applicant shall cease to carry on any activity as a banker to an
issue for the period during which the suspension subsists.
CHAPTER III
GENERAL OBLIGATIONS AND RESPONSIBILITIES
Maintenance of books of account, records and the documents.
12. (1) Every banker to an issue shall maintain the following records with respect
to :—
(a) the number of applications received, the names of the investors, the dates on
which the applications were received and the amount so received from the
investors;
(b) the time within which the applications received from the investors were
forwarded to the body corporate or registrar to an issue, as the case may be;
(c) dates and amount of refund monies paid to the investors;
(d) dates, names and amount of dividend/interest warrant paid to the investors.
(2) Every banker to an issue shall intimate to the Board the place where the
records and documents mentioned in sub-regulation (1) are kept.
(3) The banker to an issue shall preserve the records and documents specified in
sub-regulation (1) for a minimum period of 40[eight] years.
40
Substituted by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment)
Regulations, 2018, w.e.f. 30-05-2018. Prior to substitution it read as “three”.
Page 11 of 25
will be forwarded to the registrar to an issue or the body corporate, as the
case may be;
(c) that a daily statement will be sent by the designated controlling branch of the
bankers to the issue to the registrar to an issue indicating the number of
applications received on that date from the investors investing in the issue of
a body corporate, and the amount of application money received.
Code of conduct.
16. Every banker to an issue shall abide by the code of conduct as specified in
Schedule III.
CHAPTER IV
PROCEDURE FOR INSPECTION
Inspection of Banker to an Issue.
41 Inserted by the Securities and Exchange Board of India (Investment Advise by Intermediaries)
(Amendment) Regulations, 2001, w.e.f. 29-05-2001.
42
Inserted by the Securities and Exchange Board of India (Facilitation of Grievance Redressal Mechanism)
(Amendment) Regulations, 2023 w.e.f. 18-08-2023.
Page 12 of 25
17. The Board may request the Reserve Bank of India to undertake inspection of
the books of account, records and documents of the banker to an issue for any of
the purposes specified in regulation 18.
Purpose of inspection.
18. The purposes referred to in regulation 17 may be as follows, namely:—
(a) to ensure that the books of account are being maintained in the manner
required;
(b) that the provisions of the Act, rules, regulations are being complied with;
(c) to investigate into the complaints received from investors, body corporate or
any other person on any matter having a bearing on the activities of the
banker to an issue; and
(d) to investigate into such matters as may be required by the Board.
Page 13 of 25
21. The Reserve Bank of India shall, as soon as may be possible furnish to the
Board a copy of the inspection report together with the copies of relevant
documents in support of the observations made by the inspecting authority.
CHAPTER V
47[CHAPTER VI
43
Substituted by the Securities and Exchange Board of India (Procedure for Holding Enquiry by Enquiry
Officer and Imposing Penalty) Regulations, 2002, w.e.f., 27-09-2002.
44
Substituted by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment)
Regulations, 2021, w.e.f, 30-7-2021. Prior to the substitution, the regulation read as under:
The Board or the Chairman shall after consideration of inspection or investigation report take such action as
the Board or Chairman may deem fit and appropriate including action under Chapter V of the Securities and
Exchange Board of India (Intermediaries) Regulations, 2008.
45 Substituted by the Securities and Exchange Board of India (Intermediaries) Regulations, 2008, w.e.f. 26-
05-2008. Prior to the substitution, the regulation read as under:
“23. A banker to an issue 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.”
Prior to the above substitution, the regulation read as under:
“23. A banker to an issue 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) The penalties referred to in sub- regulation (1) may be either:-
(a) suspension of registration; or
(b) cancellation of registration.
46 Regulations 24 to 31 omitted by the Securities and Exchange Board of India (Procedure for Holding
Enquiry by Enquiry Officer and Imposing Penalty) Regulations, 2002, w.e.f. 27-09-2002.
47
Inserted by the SEBI (Regulatory Sandbox) (Amendment) Regulation, w.e.f. 17-04-2020.
Page 14 of 25
POWER TO RELAX STRICT ENFORCEMENT OF THE REGULATIONS
(2) Any exemption granted by the Board under sub-regulation (1) shall be subject
to the applicant satisfying such conditions as may be specified by the Board
including conditions to be complied with on a continuous basis.
48
The words “in technological aspects” omitted by the Securities and Exchange Board of India (Regulatory
Sandbox) (Amendment) Regulations, 2021, w.e.f. 03-08-2021.
Page 15 of 25
SCHEDULE I
FORMS
FORM A
[49[Regulation 3]]
Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994
50[Application for Grant of Certificate of 51[***] Registration as Banker to the
Issue]
Name:
..................................................................................................................................
..........................................
Name of person to contact:
..................................................................................................................................
...
Designation:
..................................................................................................................................
..................................
Telephone No.:
..................................................................................................................................
.........................
49
The words “/Regulation 7A” were omitted by the Securities and Exchange Board of India (Change In
Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016.
Prior to this the words and figure “Regulation 3” were substituted for the words “Regulation 3/ Regulation
7A ” by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment) Regulations, 2011,
w.e.f. 05-07-2011.
50
Substituted the words and sign “Application for grant / renewal of certificate of registration as bankers to
issue” by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment) Regulations,
2011, w.e.f. 05-07-2011.
51
The words “initial/permanent” were omitted by the Securities and Exchange Board of India (Change In
Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016.
Page 16 of 25
1. Applicants must submit a completed application form together with
appropriate supporting documents to the Securities and Exchange Board of
India.
2. It is important that this application form should be read in conjunction with
rules and regulations and the code of conduct for the banker to an issue.
3. Applications for registration will only be considered provided all questions are
answered.
4. Answers must be typed/printed.
5. Information which needs to be supplied in more details may be written on
separate sheets which should be attached to the application form.
6. All signatures must be original.
PART I
GENERAL INFORMATION
1. Applicants Details
1.1 Name
1.2 Address of registered office of the Bank :
Pin code: ......................................... Telephone No. :
........................................
Telex No.: ....................................... Fax No. :
......................................................
Address for correspondence :
Pin code : ......................................... Telephone No. :
........................................
Telex No. : ....................................... Fax No. :
......................................................
1.3 Application to Securities and Exchange Board of India for other intermediary
activity: .....................................................
2. Organisation Structure:
2.1 Date and Place of Incorporation
Day Month Year Place
2.2 Organisation Chart : General Organisation and specific activity (i.e., applied
for registration). Also state the functional responsibility.
2.3 Particulars of all Directors and key management personnel:—[for other than
public sector banks only
Name; Qualification; Experience
Ownership details; (date of appointment) other directorship; (Name & date of
appointment); previous positions held.]
2.4 Number of employees
2.5 List of major shareholders (holding 5% or more voting shares) Name,
Shareholding pattern i.e. No. of shares and its % to total capital)
3.0 Details of infrastructural facilities (To be used for specific activity)
3.1 Data processing capacity
Page 17 of 25
(a) Inhouse:
(b) Others :
3.2 Computer facility :
(a) Hardware configuration
(b) Software used
3.3 Communication and manpower facilities available at controlling branch/head
office and at various branches
4.0 Financial Information
4.1 Capital Structure
(Rs. in lakhs)
Year prior to Preceding Current
the
preceding year year
year of
current year
(a) Paid-up Capital
(b) Free reserves (excluding
revaluation reserves)
(c) Total (a) + (b)
(d) Deposits
(e) Working Funds
4.2 Net Profit
first year second third
year year
4.3 Income (From specific activity of Banker to an issue)
5.0 Other information (For specific activity of Banker to an issue)
5.1 Details of all settled and pending disputes :
Nature of dispute Name of the party Pending/settled
5.2 Indicate involvement in any economic and criminal offences in the last three
years (For directors)
5.3 Any other information considered relevant to the nature of services rendered
by the company
5.4 Name and Address of the Auditors
PART II
SPECIFIC INFORMATION AS TO BANKER TO AN ISSUE
6.0 Business information
6.1 Indicate type of activities carried on/proposed to be carried on. (Collection
Bankers for : Application money and/or Allotment money, Refund Bankers,
Paying Bankers for payment of dividend/interest warrant).
Page 18 of 25
6.2 Describe modus operandi for handling applications, processing them and for
co-ordination between branches, remittance of money, collection and
accounting for funds, function of refund bankers.
6.3 Enclose a copy of typical contract entered with the client for the services
rendered.
6.4 Enclose list of centres at which the bank has branches out of centre notified
by the Ministry of Finance.
7.0 Experience
7.1 Experience as bankers as to the issue (period to be indicated) (Services
provided during last year)
7.2 List of clients (Corporate clients only)
(For specific activity)
Name
Services rendered
Declaration
THIS DECLARATION MUST BE SIGNED BY TWO AUTHORISED OFFICIALS
OF THE APPLICANT
We hereby apply for registration. We warrant that we have truthfully and fully
answered the questions above and provided all the information which might
reasonably be considered relevant for the purposes of our registration.
We hereby declare that the information furnished is true and correct and neither
the applicant nor any of its Directors and key-executive personnel have been
involved in or convicted of economic offences during the last three years or by the
Reserve Bank for violation of the provisions of the Reserve Bank of India Act,
1934 and Banking Regulation Act, 1949.
For and on behalf of
..................................................................................................................................
........
(Name of Applicant)
....................................................... .......................................................
Director/Officer Director/Officer
....................................................... .......................................................
Name in Block Letters Name in Block Letters
....................................................... .......................................................
Place : Place :
Date : Date :
FORM B
[52[Regulation 7]]
52
Substituted for the words “Regulation 7/ 7A” by the Securities and Exchange Board of India (Change In
Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016.
Prior to this, the words “Regulation 7/ 7A” substituted the word “Regulation 7” by the Securities and
Exchange Board of India (Bankers to an Issue) (Amendment) Regulations, 2011, w.e.f. 05-07-2011.
Page 19 of 25
Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994
53[Certificate of Registration]
the Board.]
Date :
Place :
By Order
For and on behalf of
Securities and Exchange Board of India
Authorised Signatory
SCHEDULE II
SECURITIES AND EXCHANGE BOARD OF INDIA (BANKERS TO AN ISSUE)
REGULATIONS, 1994
[Regulation 11]
FEES
55[1.Every banker to an issue shall pay fees of 56[twenty lakh] rupees at the time
of grant of certificate of 57[***] registration.
53
Substituted for the words “Certificate of Initial/Permanent Regulation” by the Securities and Exchange
Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations,
2016 w.e.f. 08-12-2016.
Prior to this, the words “Certificate of Initial/Permanent Regulation” substituted the words “Certificate of
Registration” by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment)
Regulations, 2011, w.e.f. 05-07-2011.
54
Substituted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of
Certain Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016. Prior to substitution paragraph
III as substituted by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment)
Regulations, 2011, w.e.f. 05-07-2011.
read as under:
“III. This certificate of registration shall be valid from ….. to …. / for permanent, unless suspended or
cancelled by the Board.]”
Prior to the above, paragraph III was by the Securities and Exchange Board of India (Bankers to an Issue)
(Amendment) Regulations, 2011, w.e.f. 05-07-2011.
Prior to the substitution the paragraph read as under:
“III. Unless renewed, the certificate of registration is valid from................to...........”
Page 20 of 25
1A. 58[***]
59[2.A banker to an issue who has been granted a certificate of registration, to
keep its registration in force, shall pay fee of nine lakh rupees every three years
from the sixth year, from the date of grant of certificate of registration or from the
date of grant of certificate of initial registration granted prior to the commencement
of the Securities and Exchange Board of India (Change in Conditions of
Registration of Certain Intermediaries (Amendment) Regulations, 2016, as the
case may be.]
3.(a) The fee referred to in paragraph 1, shall be paid by the banker to an issue
within fifteen days from the date of receipt of intimation from the Board under
sub-regulation (1) of regulation 7.
(aa) 60[***]
61[(b) The fee referred to in paragraph 2 shall be paid by the banker to an issue
one month before the expiry of the block for which the fee has been paid.]
55
Substituted paragraph 1 and 2 by the Securities and Exchange Board of India (Bankers to an Issue)
(Amendment) Regulations, 2011, w.e.f. 05-07-2011. Prior to the substitution the paragraphs read as under:
“1. Every banker to an issue shall pay a sum of 55[ten lakh rupees] as registration fees at the time of the grant
of certificate by the Board.
2. Every banker to an issue to keep registration in force shall pay renewal fee of 55[five lakh Rupees] every
three years from the fourth year from the date of initial registration.”
56
Substituted for the words “thirteen lakh thirty three thousand and three hundred” by Securities and
Exchange Board of India (Payment of Fees) (Amendment) Regulations, 2014 w.e.f. 23-05-2014.
57
The word “initial” was omitted by the Securities and Exchange Board of India (Change In Conditions Of
Registration Of Certain Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016.
58
Omitted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain
Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016. Prior to omission paragraph 1A read as
under:
“1A. A banker to an issue referred to under sub-regulation (3) of regulation 7, shall pay fee for the remaining
period of two years on pro rata basis of the fees prescribed under paragraph 2.”
59
Substituted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of
Certain Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016. Prior to substitution paragraph 2
read as under:
“2. A banker to an issue who has been granted a certificate of permanent registration, to keep its registration
in force, shall pay fees of 59[nine] lakh rupees every three years from the sixth year from the date of grant of
certificate of initial registration, or from completion of the period of renewed certificate of registration, as
the case may be.”
Also, the word “nine” was substituted for the word “five” by Securities and Exchange Board of India
(Payment of Fees) (Amendment) Regulations, 2014 w.e.f. 23-05-2014.
60
Omitted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain
Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016. Prior to omission clause (aa) as inserted
by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment) Regulations, 2011, w.e.f.
05-07-2011.read as under:
“(aa) The fees referred to in paragraph 1A shall be paid by the banker to an issue within a period of three
months before completion of the period of three years from the date of grant of certificate of initial
registration, or within a period of three months from the date of notification of these regulations, as the case
may be.”
61
Substituted by the SEBI (Payment of Fees and Mode of Payment) (Amendment) (Regulations) 2021 w.e.f.
05-05-2021. Prior to substitution the clause read as:
Page 21 of 25
62[3A. The non-refundable fee payable alongwith the application for registration under
sub-regulation (1A) of Regulation 3 shall be a sum of fifty thousand rupees.]
64[SCHEDULE
III
SECURITIES AND EXCHANGE BOARD OF INDIA (BANKERS TO AN ISSUE)
REGULATIONS, 1994
[Regulation 16]
CODE OF CONDUCT
1. A Banker to an issue shall make all efforts to protect the interests of investors.
2. A Banker to an issue shall in the conduct of its business, observe high
standards of integrity and fairness in the conduct of its business.
3. A Banker to an issue shall fulfill its obligations in a prompt, ethical and
professional manner.
4. A Banker to an issue shall at all times exercise due diligence, ensure proper
care and exercise independent professional judgment.
“(b) The fee referred to in paragraph 2 shall be paid by the banker to an issue three months before the expiry
of the block for which fee has been paid.”
62. Substituted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of
Certain Intermediaries) (Amendment) Regulations, 2016 w.e.f. 08-12-2016. Prior to substitution, paragraph
3A as inserted by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment)
Regulations, 2006, w.e.f. 07-09-2006 read as under:
“3A. The non-refundable fee payable along with an application for registration under sub-regulation (1A) of
regulation 3 or an application for 62[permanent registration under sub-regulation (1) or sub-regulation (2) of
regulation 7A] shall be a sum of 62[fifty thousand] thousand rupees.”
Also, the words “permanent registration under sub-regulation (1) or sub-regulation (2) of regulation 7A”
were substituted for the words “renewal of registration under sub-regulation (1A) of regulation 8” by the the
Securities and Exchange Board of India (Bankers to an Issue) (Amendment) Regulations, 2011, w.e.f. 05-
07-2011;
And the words “fifty thousand” were substituted for the words “twenty-five” by Securities and Exchange
Board of India (Payment of Fees) (Amendment) Regulations, 2014 w.e.f. 23-05-2014.
63
Substituted by the SEBI (Payment of Fees and Mode of Payment) (Amendment) (Regulations) 2021 w.e.f.
05-05-2021. Prior to substitution the clause read as:
“4. The fees specified in 1, 2 and 3A shall be payable by bankers to an issue by way of direct credit in the
bank account through NEFT/RTGS/IMPS or any other mode allowed by RBI or by a demand draft in favour
of “Securities and Exchange Board of India” payable at Mumbai or at the respective regional office.”
64. Substituted by the Securities and Exchange Board of India (Bankers to an Issue) (Amendment)
Regulations, 2003, w.e.f. 01-10-2003.
Page 22 of 25
5. A Banker to an issue shall not at any time act in collusion with other
intermediaries or the issuer in a manner that is detrimental to the investor.
6. A Banker to an issue shall endeavour to ensure that—
(a) inquiries from investors are adequately dealt with;
(b) grievances of investors are redressed in a timely and appropriate manner;
(c) where a complaint is not remedied promptly, the investor is advised of any
further steps which may be available to the investor under the regulatory
system.
7. A Banker to an issue shall not—
(a) allow blank application forms bearing brokers stamp to be kept at the bank
premises or peddled anywhere near the entrance of the premises;
(b) accept applications after office hours or after the date of closure of the issue
or on bank holidays;
(c) after the closure of the public issue accept any instruments such as
cheques/demand drafts/stock invests from any other source other than the
designated Registrar to the Issue;
(d) part with the issue proceeds until listing permission is granted by the stock
exchange to the body corporate;
(e) delay in issuing the final certificate pertaining to the collection figures to the
Registrar to the Issue, the lead manager and the body corporate and such
figures should be submitted within seven working days from the issue closure
date.
8. A Banker to an issue shall be prompt in disbursing dividends, interests, or any
such accrual income received or collected by him on behalf of his clients.
9. A Banker to an issue shall not make any exaggerated statement, whether oral
or written to the client, either about its qualification or capability to render certain
services or its achievements in regard to services rendered to other clients.
10. A Banker to an issue shall always endeavour to render the best possible
advice to the clients having regard to the clients’ needs and the environments and
his own professional skill.
11. A Banker to an issue shall not divulge to anybody either orally or in writing,
directly or indirectly, any confidential information about its clients which has come
to its knowledge, without taking prior permission of its clients except where such
disclosures are required to be made in compliance with any law for the time being
in force.
12. A Banker to an issue shall avoid conflict of interest and make adequate
disclosure of his interest.
13. A Banker to an issue shall put in place a mechanism to resolve any conflict of
interest situation that may arise in the conduct of its business or where any
conflict of interest arises, shall take reasonable steps to resolve the same in an
equitable manner.
Page 23 of 25
14. A Banker to an issue shall make appropriate disclosure to the client of its
possible source or potential areas of conflict of duties and interest while acting as
banker to an issue which would impair its ability to render fair, objective and
unbiased services.
15. A Banker to an issue shall not indulge in any unfair competition, which is likely
to harm the interests of other bankers to an issue or investors or is likely to place
such other bankers to an issue in a disadvantageous position while competing for
or executing any assignment.
16. A Banker to an issue shall not discriminate amongst its clients, save and
except on ethical and commercial considerations.
17. A Banker to an issue shall ensure that any change in registration status/any
penal action taken by Board or any material change in financials which may
adversely affect the interests of clients/investors is promptly informed to the
clients and any business remaining outstanding is transferred to another
registered person in accordance with any instructions of the affected
clients/investors.
18. A Banker to an issue shall maintain an appropriate level of knowledge and
competency and abide by the provisions of the Act, regulations, circulars and
guidelines of the Board. The banker to an issue shall also comply with the award
of the Ombudsman passed under the Securities and Exchange Board of India
(Ombudsman) Regulations, 2003.
19. A Banker to an issue shall ensure that the Board is promptly informed about
any action, legal proceedings, etc., initiated against it in respect of any material
breach or non-compliance by it, of any law, rules, regulations, and directions of
the Board or of any other regulatory body.
20. A Banker to an issue shall not make any untrue statement or suppress any
material fact in any documents, reports, papers or information furnished to the
Board.
21. A Banker to an issue shall not neglect or fail or refuse to submit to the Board
or other agencies with which it is registered, such books, documents,
correspondence, and papers or any part thereof as may be demanded/requested
from time to time.
22. A Banker to an issue shall abide by the provisions of such acts and rules,
regulations, guidelines, resolutions, notifications, directions, circulars and
instructions as may be issued from time to time by the Central Government, the
Reserve Bank of India, the Indian Banks Association or the Board and as may be
applicable and relevant to the activities carried on by the banker to an issue.
23. (a) A Banker to an issue 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 its interest
including long or short position in the said security has been made, while
rendering such advice.
(b) In case, an employee of the banker to an issue is rendering such advice, the
banker to an issue shall ensure that he discloses his interest, the interest of his
Page 24 of 25
dependent family members and that of the employer including employer’s long or
short position in the said security, while rendering such advice.
24. A Banker to an issue or any of its directors, or employee having the
management of the whole or substantially the whole of affairs of the business,
shall not, either through its account or their respective accounts or through their
family members, relatives or friends indulge in any insider trading.
25. A Banker to an issue shall have internal control procedures and financial and
operational capabilities which can be reasonably expected to protect its
operations, its clients, investors and other registered entities from financial loss
arising from theft, fraud, and other dishonest acts, professional misconduct or
omissions.
26. A Banker to an issue shall provide adequate freedom and powers to its
compliance officer for the effective discharge of its duties.
27. A Banker to an issue shall develop its own internal code of conduct for
governing its internal operations and laying down its standards of appropriate
conduct for its employees and officers in the carrying out of their duties as a
banker to an issue and as a part of the industry. Such a code may extend to the
maintenance of professional excellence and standards, integrity, confidentiality,
objectivity, avoidance of conflict of interests, disclosure of shareholdings and
interests, etc.
28. A Banker to an issue shall ensure that any person it employs or appoints to
conduct a business is fit and proper and otherwise qualified to act in the capacity
so employed or appointed (including having relevant professional training or
experience).
29. A Banker to an issue shall ensure that it has adequate resources to supervise
diligently and does supervise diligently persons employed or appointed by it to
conduct business on its behalf.
30. A Banker to an issue shall be responsible for the acts or omissions of its
employees and agents in respect to the conduct of its business.
31. A Banker to an issue shall ensure that the senior management, particularly
decision makers have access to all relevant information about the business on a
timely basis.
32. A Banker to an issue also registered with the Board in other capacity shall
endeavour to ensure that arms length relationship is maintained in terms of both
manpower and infrastructure between the activities carried out as banker to an
issue and other permitted activities.
33. A Banker to an issue shall not be a party to or instrumental for—
(a) creation of false market;
(b) price rigging or manipulation; or
(c) passing of unpublished price sensitive information in respect of securities
which are listed and proposed to be listed in any stock exchange to any
person or intermediary.]
Page 25 of 25