Investment banking in the IFSC

CIRCULAR F. No. IFSCA-PLNP/4/2021-Capital Markets

December 03, 2021 To,

All investment bankers in the International Financial Services Centre (IFSC) All banking units in the IFSC

Dear Sir/Madam,

Sub: Investment banking in the IFSC

1. The International Financial Services Centres Authority (Capital Market Intermediaries) Regulations, 2021 (CMI Regulations) provide the regulatory framework for various categories of intermediaries operating in the capital markets in the IFSC, including investment banking activities in the IFSC.

2. The investment bankers play an important role in facilitating issuance and listing of securities on the recognised stock exchanges in the IFSC and overall development of the ecosystem for primary market issuances in the IFSC. The IFSCA (Issuance and Listing of Securities) Regulations, 2021 have already been notified providing the necessary regulatory framework in this regard.

A. Banking Units authorised to operate as investment bankers

3. Regulation 3(4) of the CMI Regulations provides that IFSCA may specify norms for authorisation of capital market intermediaries in the IFSC. Considering that the investment banking activities in the capital markets are being carried out by banks or their associates in various jurisdictions globally, and with the purpose of facilitating ease of doing business, it has been decided that a banking unit licensed by the IFSCA shall be permitted to undertake investment banking activities in the IFSC, in accordance with the below framework:

a) The banking unit shall intimate to the Authority before commencing operations relating to investment banking, along with fees, in the format provided in Annexure - I. b) The banking unit operating as an investment banker shall comply with all the provisions applicable to an investment banker in the IFSC, including obligations and responsibilities prescribed in the CMI Regulations, the requirements prescribed in this circular and such requirements as may be specified by the Authority from time to time.

c) The banking unit shall maintain arm’s length relationship between its investment banking activity and other activities.
B. Fee Structure for investment bankers

4. All the investment bankers in the IFSC shall pay the following fees:

a) Application fee: USD 1,000 (USD One thousand only) b) Registration/ authorisation fee: USD 10,000 (USD Ten thousand only) c) Fee every three years post registration/ authorisation (4th year onwards):
USD 10,000 (USD Ten thousand only).

However, the banking unit operating as an investment banker shall pay authorisation fee indicated at (b) and (c) above only.

5. Manner of payment of fee (1) The fee amount mentioned hereinabove, shall be remitted online, to the following bank account of IFSCA: Account Name:
   International Financial Services Centres Authority Account Number:
   970105000174 Type of Account:
   USD Current Account Bank Name:
   ICICI Bank Limited SWIFT Code: ICICINBBIBU NOSTRO Details: BOFAUS3N, Bank of America, New York Branch, A/c no: 6550491848

(2) However, entities coming from India (outside IFSC) will have the option to pay the application fee and registration fee in INR into the account of IFSCA mentioned below:

Account Name:
IFSCA FUND 2 Account Number: 39907189884 Type of Account: INR Current Account Bank Name State Bank of India IFSC Code:
SBIN0060228 SWIFT Code:
SBININBB255

For the entities remitting the fee in INR, the latest RBI reference rate available at https://www.fbil.org.in/#/home (which would normally be 7 days before the current date) will be considered. C. Reporting Requirements

6. All the investment bankers in the IFSC shall submit a report to IFSCA on a half-yearly basis, within 45 days, in the format provided in Annexure II. This circular is issued in exercise of powers conferred under section 12 of the IFSCA Act, 2019 and regulation 72 of the CMI Regulations.
   A copy of this circular is available on the website of IFSCA at www.ifsca.gov.in.

Yours faithfully,

Arjun Prasad Deputy General Manager arjun.pd@ifsca.gov.in

Annexure - I

S. No. Particulars Details

1. Details of the Banking Unit 1.1 Name

1.2 IFSCA License No. (Provide a copy of the certificate issued by IFSCA)

1.3 Conditions, if any (Provide a copy of the IFSCA letter)

2. Investment Banking business proposed to be undertaken 2.1 Profile (in brief) (Information shall include details of existing activities in the IFSC)

2.2 Details of investment banking activities proposed to be undertaken in the IFSC

3. Past Experience (if any) 3.1

Provide details of any past experience by the applicant or any of its group/ associate company relating to investment banking in any jurisdiction

4. Fees
   Details regarding payment of fees to IFSCA
5. Declaration

We hereby agree and declare that the information supplied in the application, including the attachment sheets, is complete and true to our knowledge.
We further agree that, we shall notify the International Financial Services Centres Authority (IFSCA) immediately of any material change in the information provided in this form.
We further agree that we shall comply with, and be bound by the International Financial Services Centres Authority Act, 2019, and the regulations, circulars, guidelines and instructions thereunder as issued by IFSCA from time to time.
We further agree that as a condition of authorisation as an investment banker, we shall abide by such instructions or directives as may be issued by IFSCA from time to time.
For and on behalf of (Please insert name of the applicant)
Authorised signatory
(Name)(Signature)

Date: Place:

ANNEXURE – II
FORMAT FOR HALF YEARLY REPORT TO BE SUBMITTED BY INVESTMENT BANKERS

1. Name:

2. Registration No. / License No. (in case of banking unit operating as an investment banker)

3. Name of the Compliance Officer

4. Addition / deletion / change in address etc. of office from last submitted report

5. Change in control, if any, since the last report. If yes, provide details.

6. Change, if any, in directorship details since the last report Name Induction/ retirement/ resignation Reasons Effective Qualification Date Brief Experience (in case of induction) Shares in the company

7. Change in the key management personnel since last report
   Name Date of Appointment/ Resignation / Termination Qualification Experience

8. Change including addition to/in associate concerns Name Nature of change Activities handled Nature of interest with investment banker

9. New activities undertaken/discontinuation of any existing activities Activity
   When commenced/
   discontinued
   Object of the new activities/ reasons for discontinuation

10. Details of all pending litigations involving the investment banker

11. Issue management activities (attach separate sheet if required): Sr. No. Type of issue Name of issuer Instrument Offer size Issue Price Issue opening date Issue closing date No. of times oversubscribed 1 2 3 4 5 6 7 8

Functional Responsibility Stock Exchanges
where instruments
were to be listed Date of listing Reasons for delay
in listing (if any) Opening Price Current market price Remarks
9 10 11 12 13 14 15

12. Regulatory action, if any, by IFSCA or any other financial services regulator
13. Underwriting activities 13.1 Total number of issues underwritten during the period 13.2 Total amount underwritten during the period
    13.3 Outstanding underwriting commitment at the close of the period

13.4 Details of disputed/devolved case Sr. No. Name of the issuer Instrument Amount underwritten
Amount devolved Devolvement met yes/no If not met, the reasons thereof & how dispute was settled

14. Redressal of Investor Grievances System of redressal of investor grievances (a brief write up) (i) Number of investor grievances received during the period (ii) Nature of grievances (iii) Number of grievances resolved (iv) Number of grievances pending (v) The date of oldest grievance
15. Financial Information

Please enclose a copy of the latest audited financial results along with schedules. 16. Changes, if any, in significant shareholding (more than 5%) Name
Date
Investment / disinvestment
Number of Shares
% of total paid- up capital

17. List of major shareholders holding more than 5% Name
    PAN (if available)

Number of Shares % of total paid-up capital

18. Any capital issue (rights or public) during the period. If yes, details thereof inclusive of status of complaints from investors and their redressal.
19. Indictment or involvement in any economic offence by the investment banker or its directors or KMPs or principal officer, if any, during the period.

PLACE: DATE:

AUTHORISED SIGNATORY