Mr. Jatin is a practising Company Secretary offering advisory services to companies, institutions, etc. on corporate laws including Companies Act. He has received a few queries from his clients. Please assist Mr. Jatin in answering them :(a) BDI Bank…

Answer: (a) SEBI, through a depository (NSDL/CDSL) (b) SEBI (c) No; it does not register with SEBI but must file its offer document with SEBI and follow SEBI’s regulations.

(a) A Depository Participant must be registered with SEBI. BDI Bank should first enter into an agreement with a depository (NSDL or CDSL) and apply for registration as a DP to SEBI through that depository, under the SEBI (Depositories and Participants) Regulations.

(b) No person can act as a debenture trustee unless registered with SEBI. KM Financial should apply to SEBI for a certificate of registration under the SEBI (Debenture Trustees) Regulations, 1993. Usually banks, insurance companies and financial institutions act as debenture trustees.

(c) No. A company issuing shares is not required to get itself registered with SEBI like an intermediary. However, TT Company Ltd. must comply with the SEBI (ICDR) Regulations: it must file the draft offer document (draft red herring prospectus) with SEBI through a merchant banker, obtain SEBI’s observations, and apply for listing on a recognised stock exchange.