🧭 Introduction
The Securities and Exchange Board of India (SEBI) issued Master Circular No. SEBI/HO/CFD/PoD‑1/P/CIR/2023/157 on 26 September 2023, consolidating all circulars, guidelines, and instructions for SEBI‑registered Merchant Bankers into a single "referencer"
Aimed at simplifying compliance and ensuring clarity, this Master Circular serves as an indispensable resource for intermediaries, issuers, investors, and other market stakeholders.
📌 Why This Matters
Merchant bankers play a pivotal role in capital-raising such as IPOs, FPOs, buybacks, and debt issuances. The Master Circular:
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Streamlines multiple directives into one easy-to-reference document
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⚠️ Highlights critical compliance deadlines and responsibilities
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Facilitates transparency in investor grievances, outsourcing policies, cyber security, and conflict-of-interest management
🛠️ Key Highlights & Compliance Requirements
| Category | Requirements |
|---|---|
| Intermediary Portal | All registration, changes, reporting, and applications must be filed online via the SEBI Intermediary Portal |
| Designated Email for Complaints | Merchant bankers must declare an email (e.g., mb@sebi.gov.in) for investor complaints and communications |
| Change in Control | Prior SEBI approval needed. Without approval, transfer cannot proceed, and transferee must register afresh |
| Periodic Reporting | Half-yearly certified reports to SEBI. Include SaaS compliance, outsourcing and security updates |
| Track Record Disclosure | Disclose last 3 years of public issue performance on website and in offer documents |
| Investor Charter | Must maintain a public, up-to-date charter and complaint data (by 7th of following month) |
| Cybersecurity Compliance | Required to follow CERT‑IN advisories and report half‑yearly |
| Outsourcing Guidelines | Clearly document functions outsourced, with defined responsibilities |
| News Authenticity | Prohibits spreading unauthenticated or misinformative news |
| Conflict of Interest | Mandates safeguards and transparent handling of conflicts in all engagements |
✅ Practical Tips for Compliance
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Set Email Alerts for all half-yearly reporting deadlines on the Intermediary Portal.
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Designate an Escalation Officer to manage investor complaints and report grievances in a timely manner.
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Place an Investor Charter prominently on the website and link it in any offer document.
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Carry Out Annual Cybersecurity Audits, referencing CERT‑IN notifications for SaaS.
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Maintain a Regulatory Calendar to track filing dates and outsourcing reviews routinely.
📊 Public Issue Timelines – Key Takeaways
Under the Master Circular, merchant bankers are responsible for T+0 to T+6 timelines for public issues (where T is issue closing day). For instance:
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T Day by 5 PM – Retail ASBA bidding, with UPI cutoff.
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T+2 by 9 PM – Provide consolidated daily UPI reconciliation report to SEBI
These timelines ensure transparency, speed, and investor protection throughout the issuance process.
📚 Real-World Example
During a recent IPO, a merchant banker overlooked uploading the 3-year track record in the offer document, leading to investor confusion and SEBI scrutiny. Post-circular compliance now helps MV Merchant Bankers routinely validate all public issue disclosures, avoiding similar pitfalls.
🌟 Conclusion
The SEBI Master Circular Referencer is a game-changer for Merchant Bankers, offering clarity, consistency, and compliance efficiency. By compiling all directives under one roof, SEBI has empowered stakeholders to navigate complex regulatory requirements confidently. For intermediaries, adhering to these guidelines isn't just compliance—it's a pledge to market integrity and trust.
❓ FAQs
1. Who must follow this Master Circular?
All merchant bankers registered with SEBI in issue management and capital raising roles.
2. How often should reports be submitted?
Every six months, electronically via the SEBI Intermediary Portal, certified by a compliance officer.
3. What's included in the Investor Charter?
Standards on service, timelines for grievances, escalation paths, and contact info—must be updated monthly.
4. What if a merchant banker changes control?
Prior SEBI approval is mandatory, valid for six months; otherwise, the new entity must re-register.
5. Where are public issue timelines defined?
In the circular's annexures, including deadlines from T day up to T+6 days for opening banking, UPI, refunds, and listing
