**Executive Summary:**
This circular, issued by SEBI on December 5, 2024, advises Merchant Bankers to utilize a Document Repository platform set up by Stock Exchanges for efficient maintenance of due diligence records related to public issues, as per SEBI Merchant Bankers Regulations, 1992. Merchant Bankers are required to upload documents within specified timelines, starting January 1, 2025, with stricter deadlines from April 1, 2025. This initiative aims to streamline access to documents for supervisory purposes.
**Key Points / Main Content:**
* **Document Repository Platform:**
* Stock Exchanges have established an online platform for Merchant Bankers to upload and maintain due diligence documents electronically.
* This platform facilitates easier access to documents related to the public issue process.
* **Uploading of Documents:**
* Merchant Bankers are advised to upload records and documents on the Stock Exchanges' Document Repository platform.
* Documents can be uploaded on any Stock Exchange's platform, with notification to other exchanges where the issuer company's securities are proposed to be listed.
* Documents must be relevant, complete, and legible.
* Merchant Bankers will access the platform via individual login credentials, with documents accessible to SEBI for supervisory functions.
* **Timelines for Uploading:**
* For draft offer documents filed with SEBI/Stock exchanges on or after January 1, 2025: Documents must be uploaded within 20 days of filing the draft offer document and within 20 days from the date of listing on Stock Exchanges.
* From April 1, 2025 onwards: Documents must be uploaded within 10 days of filing the draft offer document and within 10 days from the date of listing on Stock Exchanges.
* **Applicability:**
* The provisions of this circular apply to draft offer documents filed on or after January 1, 2025, with SEBI/Stock exchanges for listing on Mainboard/SME exchanges.
**Impact Analysis**
* **Merchant Bankers**
* *Impact:* Required to upload and maintain due diligence documents on the Document Repository platform and adhere to the specified timelines.
* *Action Required:* Familiarize themselves with the Document Repository platform, upload documents within the stipulated timeframes, and ensure the documents' relevance, completeness, and legibility.
* **Stock Exchanges**
* *Impact:* Responsible for maintaining the Document Repository platform and informing Merchant Bankers about the indicative list of documents and the uploading process.
* *Action Required:* Maintain the Document Repository platform, inform Merchant Bankers about the indicative list of documents to be uploaded and the process of uploading, in consultation with AIBI.
* **SEBI**
* *Impact:* Gains easier access to due diligence documents for supervisory functions.
* *Action Required:* Utilize the Document Repository platform for supervisory oversight of Merchant Bankers' due diligence processes.
* **Association of Investment Bankers of India (AIBI)**
* *Impact:* Consulted in preparing the indicative list of documents to be uploaded
* *Action Required:* Continue to collaborate with Stock Exchanges to refine and update the indicative list of documents as needed.
Key Entities Referenced
SEBI: Securities and Exchange Board of India, the regulatory body for securities markets in India.
Merchant Bankers: Entities registered with SEBI that manage public issues of securities.
SEBI Merchant Bankers Regulations, 1992: Regulations governing the activities of merchant bankers in India.
Stock Exchanges: Recognized stock exchanges in India where securities are listed.
Association of Investment Bankers of India AIBI: An association of investment bankers in India.
Document Repository platform: Online platform set up by Stock Exchanges to facilitate efficient maintenance of records and documents relied upon by merchant bankers during due diligence process in Public issues.
Securities and Exchange Board of India Act, 1992: The act that established SEBI and defines its powers and functions.
Mainboard SME exchanges: Stock exchanges for listing on Mainboard Small and Medium Enterprises.
SEBI/HO/CFD/CFD-TPD-1/P/CIR/2024/170 December 05, 2024
To,
Recognized Stock Exchanges
Registered Merchant Bankers
Association of Investment Bankers of India
Madam/ Sir,
Sub: Repository of documents relied upon by Merchant Bankers during due
diligence process in Public issues
1. In terms of Regulation 14 of SEBI (Merchant Bankers) Regulations, 1992, Merchant
bankers are required to maintain the records and documents pertaining to due
diligence exercised in both pre-issue and post-issue activities of issue management.
Further, in terms of Regulation 16 of SEBI (Merchant Bankers) Regulations, 1992,
Merchant bankers are required to preserve the said records and documents for a
minimum period of five years.
2. In order to facilitate efficient maintenance of records and documents relied upon by
merchant bankers while conducting their due diligence in public issues, stock
exchanges have set up an online Document Repository platform which would
enable Merchant bankers to upload and maintain the aforesaid documents
electronically. The Document Repository platform is intended to facilitate easier
access to documents pertaining to public issue process which are required to be
maintained by Merchant bankers.
3. To enable efficient maintenance of records, Merchant bankers are advised to upload
such records and documents on the Document Repository platform set up by the
Stock Exchanges.
4. Merchant bankers shall upload the documents in the Document Repository platform
of any of the stock exchanges and intimate the same to the other stock exchange(s)
where the securities of the issuer company are proposed to be listed, as applicable.
5. Stock Exchanges have been advised to inform Merchant bankers on the indicative
list of documents to be uploaded which has been prepared in consultation with
Association of Investment Bankers of India (AIBI) and the process of uploading the
documents in the Document Repository platform.
Page 1 of 26. Merchant bankers shall adhere to the following timelines for uploading documents
in the Document Repository platform of the Stock Exchanges:
From January 01, 2025:
- Within 20 days of filing draft offer document with SEBI/ Stock Exchanges.
- Within 20 days from the date of listing on Stock Exchanges.
From April 01, 2025 onwards:
- Within 10 days of filing draft offer document with SEBI/ Stock Exchanges.
- Within 10 days from the date of listing on Stock Exchanges.
7. The documents shall be uploaded and maintained by Merchant Bankers in the
Document Repository platform through their individual login credentials which shall
be accessible to the respective Merchant bankers only. However, Merchant bankers
shall make such documents available for the purpose of supervisory functions of
SEBI.
8. Further, Merchant bankers shall ensure that the documents uploaded in the
Document Repository platform are relevant, complete and legible.
Applicability of this circular
9. The provisions of this circular shall be applicable for the draft offer documents filed
on or after January 01, 2025 with SEBI/Stock exchanges for listing on Mainboard/
SME exchanges.
10. This Circular is being issued in exercise of the powers conferred under section 11
and section 11A of the Securities and Exchange Board of India Act, 1992.
11. This circular is available on SEBI website at www.sebi.gov.in under the category:
‘Legal → Circulars’.
Yours faithfully,
E Balasubramanian
General Manager
Tel. No.: 022 2644 9515
ebala@sebi.gov.in
Page 2 of 2