SEBI Intermediaries
Regulations
Twenty chapter notes covering SEBI’s regulatory framework for market intermediaries — stockbrokers, sub-brokers, depository participants, merchant bankers, portfolio managers, investment advisers, research analysts, and credit rating agencies — the registration regime under Section 12 SEBI Act, the code of conduct, the net-worth requirements, and the disciplinary framework including deregistration. Registration first, net worth second, code of conduct third.
SEBI intermediaries — the regulated pipeline of capital markets.
SEBI regulates a wide range of market intermediaries through separate regulations for each category. All intermediaries must be registered under Section 12 of the SEBI Act — operating without registration is an offence punishable under the SEBI Act. Registration conditions include net-worth requirements, fit-and-proper person criteria, infrastructure requirements, and compliance with the code of conduct prescribed for each category. The disciplinary framework allows SEBI to suspend, cancel, or refuse to renew registration and to impose penalties.
These notes anchor every chapter to its Regulation and intermediary category. The most-tested categories are stockbrokers (SEBI Brokers Regulations 1992), merchant bankers (SEBI Merchant Bankers Regulations 1992), portfolio managers (SEBI Portfolio Managers Regulations 2020), investment advisers (SEBI Investment Advisers Regulations 2013), research analysts (SEBI Research Analysts Regulations 2014), and credit rating agencies (SEBI Credit Rating Agencies Regulations 1999).
Each chapter is designed to be read in twelve to fifteen minutes and to leave the reader with the intermediary category, the registration condition, the net-worth requirement, the code of conduct obligation, and the leading authority.
How to read these notes
Start with the intermediary category.
Every chapter begins with the intermediary category. Stockbroker (member of a stock exchange executing trades), merchant banker (managing public issues), portfolio manager (managing client portfolios discretionarily), investment adviser (advice-only, not execution), research analyst (publishing research reports), credit rating agency (rating debt instruments). The category determines the applicable Regulation, the net-worth requirement, and the code of conduct.
Test the registration condition.
Every intermediary question tests the registration condition. Is the entity registered with SEBI under the applicable Regulation? Does it meet the net-worth requirement? Has it passed the required examination (NISM certification for many categories)? Does the principal officer satisfy the fit-and-proper criterion? Operating without registration is an offence under Section 12 of the SEBI Act.
Test on the leading case.
If you can restate the holding of SEBI v. Ajay Agarwal, National Stock Exchange of India Ltd v. SEBI, or SEBI v. Saimangal Investrade in two sentences, you understand the chapter. If not, return to the statutory section and rebuild from there.
All 20 chapters, in 3 groups
Sequenced through the natural structure of the subject — every chapter sits in a doctrinal cluster.Stockbrokers, Sub-Brokers & DPs
Brokers Regulations 1992 + DP framework
Stockbroker registration under SEBI Brokers Regulations 1992 — membership of a stock exchange as a condition, net-worth requirements, the code of conduct including best execution obligation, prohibition on churning and unauthorised trading. Sub-broker registration — appointment only by a stockbroker, the sub-broker’s obligations and liabilities. Depository participant registration under SEBI (Depositories and Participants) Regulations 2018 — net-worth requirements, code of conduct, account-opening obligations.
Merchant Bankers, Portfolio Managers & IAs
MB Regulations 1992 + PM Regulations 2020 + IA Regulations 2013
Merchant banker registration under SEBI Merchant Bankers Regulations 1992 — Category I to IV classification (now only Category I), minimum net worth of five crore rupees, the due-diligence obligation in public issues, the DRHP filing obligation. Portfolio manager registration under SEBI PM Regulations 2020 — minimum net worth of five crore rupees, minimum investment threshold per client (fifty lakh rupees), discretionary and non-discretionary services. Investment adviser registration under SEBI IA Regulations 2013 — the individual versus non-individual track, the client-level suitability obligation, the fee-only model and prohibition on commissions.
Merchant Bankers — Categories and Functions
INTM · 08Investment Advisers Regulations 2013
INTM · 09Investment Advisers — Eligibility and Registration
INTM · 10Investment Advisers — Conduct and Fiduciary Duty
INTM · 11Research Analysts Regulations 2014
INTM · 12Portfolio Managers Regulations 2020
INTM · 13Custodians of Securities Regulations 1996
Research Analysts, CRAs & Disciplinary Framework
RA Regulations 2014 + CRA Regulations 1999 + enforcement
Research analyst registration under SEBI RA Regulations 2014 — the prohibition on front-running (trading on non-public research before publication), the mandatory disclosure of conflicts of interest, the NISM examination requirement. Credit rating agency registration under SEBI CRA Regulations 1999 — the rating rationale disclosure obligation, the credit watch mechanism, the prohibition on rating securities issued by group companies. The disciplinary framework — show-cause notice, opportunity of hearing, suspension, cancellation, and appeal to SAT. The landmark SEBI and SAT decisions on intermediary regulation.