Instructions to registered Merchant Bankers

CIRCULAR NO. SEBI/CFD/DIL/MB/IS/1/2008/11/03, DATED 11-3-2008

1.0 In exercise of the powers conferred under sub-section (1) of Section 11 of the Securities and Exchange Board of India Act, 1992, all Merchant Bankers are advised to comply with the instructions below:

2.0 Copy of PAN Card with bid/issue application not required

2.1. It has been brought to SEBI’s notice that, in several public issues, the collection centres / agents /syndicate/sub syndicate members /lead managers are insisting that the applicant has to attach photocopies of PAN cards with the application form. You are advised to note that no such requirement was mandated by SEBI for the primary market and SEBI (DIP) Guidelines does not contain any provision which require submitting photocopy of PAN card along with bid/application form.

2.2. It is further clarified that SEBI (DIP) Guidelines as amended on November 29 2007, only require that PAN number must be quoted in the application form irrespective of the size of the application.

2.3. You are advised to ensure that all collection agents/ centres /syndicate/ sub syndicate members etc. appointed for an issue and engaged in collecting application forms are made aware of the above and that they do not refuse to accept applications in the absence of photocopy of PAN card. Merchant Bankers shall be held responsible in this regard.

3.0   Complaints / Public Comments on Offer Documents filed with SEBI:

3.1. Complaints/comments received by SEBI regarding any offer documents filed with SEBI are forwarded to Lead Managers for redressal and for replying to complainant. However, it is noted that in many cases, instead of the lead manager, the issuer company is responding to the complainant. The lead managers merely forward a copy of the issuer’s reply to complainant, to SEBI without adding any comments or with a mere statement that the reply is self explanatory. Merchant bankers are hereby advised to refrain from this practice.

3.2. With respect to such complaints/comments received regarding offer documents filed with SEBI, merchant bankers are advised to ensure the following without fail:

a. Instead of Issuer Company, the Merchant Bankers shall respond to the complainant directly after independently examining the matter and exercising the due diligence.

b. In the event the complaint has resulted in pointing out inadequate disclosures in the offer document, merchant bankers shall provide adequate disclosure and inform SEBI at the earliest.

c. In the merchant banker’s reply to SEBI, it shall be confirmed/clarified that, in the view of the merchant banker:

the reply/ clarification of the issuer company given to the Merchant banker have been found satisfactory,

all relevant disclosures have been made and are, therefore, in compliance with the spirit and text of SEBI (DIP) Guidelines.