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THE GAZETTE OF INDIA EXTRAORDINARY
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THE GAZETTE OF INDIA EXTRAORDINARY PART II - SECTION 3
- SUB-SECTION (2) S O 766 (E) In exercise of the powers conferred by section 29 of the Securities and Exchange Board of India, Act 1992, (15 of 1992) the Central Government hereby makes the following rules, namely:- Short title and commencement1. (1) These rules may be called the Securities and Exchange Board of India (Underwriters) Rules, 1993. (2) They shall come into force on the date of their publication in the Official Gazette. Definitions2. In these rules, unless the context otherwise requires - (a) "Act" means the Securities and Exchange Board of India, Act 1992 (15 of 1992); (b) "body corporate" means a body corporate as defined in clause (7) of section 2 of the Companies Act, 1956 (1 of 1956); (c) "certificate" means a certificate of registration granted or renewed by the Board under the regulations; (d) "issueate" means an offer of sale of securities by any body corporate or by any other person or group of persons on its or his or their behalf, as the case may be, to the public or the holders of securities of such body corporate or person or group of persons; (e) "regulations" means the Securities and Exchange Board of India (Underwriters) Regulations 1993; (f) "underwriter" means a person, who engages in the business of underwriting of an issue of securities of a body corporate; (g) "underwriting" means an agreement with or without conditions to subscribe to the securities of a body corporate when the existing shareholders of such body corporate or the public do not subscribe to the securities offered to them. Not to act as underwriter without certificate 3. (1) No person shall act as underwriter unless he holds a certificate granted by the Board under the regulations: Provided that such person, who was engaged as underwriter prior to the coming into force of the Act, may continue to carry on activity as underwriter if he has made an application for such registration under the proviso to sub-section (1) of Section 12 of the Act till the disposal of such application: (2) Notwithstanding anything contained in sub-rule (1), every stock broker or merchant banker holding a valid certificate of registration under Section 12 of the Act, shall be entitled to act as an underwriter without obtaining a separate certificate for underwriting activities which shall be governed by these rules and regulations. Conditions for grant or renewal of certificate to underwriter
4. The Board may grant or renew a certificate to an underwriter subject to the following conditions namely; (a) in case of any change in the status and constitution, the underwriter shall obtain prior permission of the Board to continue to act as underwriter; (b) without prejudice to the obligations under any other law, the underwriter shall enter into a valid agreement with the body corporate on whose behalf he is acting as underwriter and the said agreement amongst other things may define the allocation of duties and responsibilities between him and such body corporate and; (c) he shall pay the amount of fees of registration in the manner provided in the regulations; (d) he shall abide by the rules and regulations made under the Act in respect of the activities carried on by him as an underwriter. Period of validity of the certificate 5. The certificate of registration or its renewal, as the case may be, shall be valid for a period of three years from the date of its issue to the underwriter. |
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THE GAZETTE OF INDIA EXTRAORDINARY 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 :-
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CHAPTER I
PRELIMINARY
Short title and commencement
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.
Definitions
2.(1) In these regulations, unless the context otherwise requires :-
(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;
(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, -
(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.
SCHEDULE I
FORM A
SECURITIES AND EXCHANGE BOARD OF INDIA
(UNDERWRITERS) REGULATIONS 1993
( REGULATION 3)
APPLICATION FOR REGISTRATION AS
UNDERWRITER
NAME OF APPLICANT AND ITS STATUS
(Whether proprietary concern/ firm/ association of persons/ body of
persons/ body corporate)
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 India) of the applicant, if any:
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.
[Name, Qualification, Experience, Date of Appointment, Other
directorship, (Name and Date of Appointment), Previous positions
held.]
2.6 Number of employees
2.7 Name and activities of associate companies/ concerns.
Name Address/Phone number/ Type of activity/ Ownership details
/Nature and Quantum of financial trading.
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)
a) 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
(ii)Specific
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
7.1 Indicate marketing capability for Capital Issues.
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:
Nature of dispute Name of the party Pending/settled.
8.4 Indicate underwriting defaulted with any company and reasons
for the same.
DECLARATION
THIS DECLARATION MUST BE SIGNED BY PRINCIPAL
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 :
Date :
SCHEDULE I - FORMS
FORM B
SECURITIES AND EXCHANGE BOARD OF INDIA
(UNDERWRITERS) REGULATIONS, 1993
( Regulation 8)
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 India
CHAPTER III
GENERAL OBLIGATIONS AND
RESPONSIBILITIES
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.
Agreement with clients
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.
Power to call for information
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.
CHAPTER IV
INSPECTION AND DISCIPLINARY
PROCEEDINGS
Board's right to inspect
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.
Procedure for inspection
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.
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.
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:
For the purposes of this regulation, the expression "qualified auditor" shall have the same meaning as given to it in section 226 of the Companies Act, 1956 (1 of 1956).
CHAPTER V
PROCEDURE FOR ACTION IN CASE OF
DEFAULT
Liability for action in case of default
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 11[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.
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 unbusiness 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 fulfil 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 fulfil 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 fulfil 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 enquiry 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.
Show-cause notice and order
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 13[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, (ie.,
after 16th December 1999), under these regulations may prefer an appeal to a
Securities Appellate Tribunal having jurisdiction in the matter]14
11 Inserted by Securities and
Exchange Board of India (Underwriters) Amendment Regulations 1997 vide
Notification No.S.O.46(E) dated January 17, 1997.
12 Ibid
13
Substituted for "twenty one days" by Securities and Exchange Board of
India (underwriters) Amendment Regulations 1997 vide Notification No.S.O.46(E)
dated January 17, 1997.
14Substituted for the earlier provision vide SEBI(Appeal to the
Securities Appellate Tribunal) (Amendment) Regulations, 2000 vide S.O.278(E)
dated March 28, 2000
SCHEDULE II
SECURITIES AND EXCHANGE BOARD OF
INDIA
(UNDERWRITERS) REGULATIONS, 1993
( REGULATION 12 )
FEES
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 instalment for the first year from the date of
initial grant of certificate.
(ii) Rs.2 lakhs as 2nd instalment for the second year from the date of
initial grant of certificate.
(iii) Rs.1 lakh as 3rd instalment 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 his certificate in force or renewal thereof.
3. (a) The first instalment 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 instalments of fee mentioned in paragraph 1 shall be paid on or before expiry of 12 months from the date of grant 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 calendar year.
( 4) The fees indicated above shall be payable by 14[***] draft in favour of "The Securities and Exchange Board of India" at Bombay 15[or at the respective regional office].
14 The
words 'a cheque or' omitted by the Securities and Exchange Board of India
(Payment of Fees) Amendment Regulations, 1995 by notification no.S.O. 939 (E)
dated 28.11.95.
15 Inserted by the Securities and Exchange Board of India (Payment of Fees) Amendment Regulations, 1995 by notification no.S.O.939 (E) dated 28.11.95.
SCHEDULE III
SECURITIES AND EXCHANGE BOARD OF
INDIA
(UNDERWRITERS) REGULATIONS, 1993
CODE OF CONDUCT
[REGULATION 13]
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.