ATTESTATION OF DOCUMENTS UNDER SEBI REGULAIONS

[DR.MARIAPPAN GOVINDARAJAN]

Attestation is the act of witnessing the signing of a formal document and then also signing it to verify that it was properly signed by those bound by its contents. Attestation is a legal acknowledgment of the authenticity of a document and a verification that proper processes were followed.  Attestations are most commonly associated with agreements of great personal and financial significance, especially legal documents involving wills or powers of attorney. Attestations are also used when a witness is filing a police report. The witness signs to confirm that their statement is valid, and another person signs as an attestation that the first signature was authentic.

Currently, various SEBI regulations require notarized or gazetted attestations for documents related to registration, exemptions, and compliance, which can delay processing and increase expenses for market participants.  The Securities and Exchange Board of India (‘Board’ for short) has released a consultation paper proposing the replacement of notary or gazetted officer attestations with self-attestation for certain regulatory documents.

The Board, vide Notification No. F.No.SEBI/LAD/NRO/GN/2024/212, dated 28.11.2024,  made amendments, to the following SEBI Regulations-

• SEBI (Custodian) Regulations, 1996;
• SEBI (Credit Rating Agencies) Regulations, 1999;
• SEBI (Substantial Acquisition and Takeovers) Regulations, 2011;
• SEBI {KYC (Know Your Client) Registration Agency} Regulations, 2011;
• SEBI (Buy Back of Securities) Regulations, 2018;
• SEBI (Depositories and Participants) Regulations, 2018;
• SEBI (Settlement Proceedings) Regulations, 2018;
• SEBI (Delisting of Equity Shares) Regulations, 2021;
• SEBI (Index Provides) Regulations, 2024.

These amendments came into effect from 28.11.2024.

Custodian Regulations

The Custodian Regulations provide for the registration as Custodian in Form A. The applicant should complete this form, and submit it, along with all supporting documents to the Board at its head office at Mumbai. Instruction X of this Form A provides that all documents should be attested as true by an authorised Notary.

Now the amendment provides that all documents should be self-attested instead of getting the same from an authorized Notary.

Credit Rating Agencies Regulations

The Credit Rating Regulations provide for the registration as Custodian in Form A.  Applicants must submit to the Board a completed application form together with appropriate supporting documents. Supporting documents should be attested as true by a notary public.

The amendment of this regulation provides that the supporting documents should be self-attested.

Substantial and Takeovers Regulations

Regulation 11(1) provides that the Board may for reasons recorded in writing, grant exemption from the obligation to make an open offer for acquiring shares under these regulations subject to such conditions as the Board deems fit to impose in the interests of investors in securities and the securities market.

Regulation 11(3) provides that for seeking exemption under sub-regulation (1), the acquirer shall, and for seeking relaxation under sub-regulation (2) the target company shall file an application with the Board, supported by a duly sworn affidavit giving details of the proposed acquisition and the grounds on which the exemption has been sought.

The present amendment provides that for seeking exemption under sub-regulation (1), the acquirer shall, and for seeking relaxation under sub-regulation (2) the target company shall file a self-attested application with the Board giving details of the proposed acquisition and the grounds on which the exemption has been sought.

KYC Registration Agency Regulations

The KYC Registration Agency Regulations provide for the registration as KYC Agency in Form A.  Applicants must submit to the Board a completed application form together with appropriate supporting documents. Supporting documents should be attested as true by a notary public.

The amendment of this regulation provides that the supporting documents should be self-attested.

Buy-back regulations

Regulation 28(i) provides that the Board may, in the interest of investors and the securities market, relax the strict enforcement of any requirement of these regulations except the provisions incorporated from the Companies Act, if the Board is satisfied that:

•  the requirement is procedural in nature; or
• the requirement may cause undue hardship to investors.

Regulation 28(ii) provides that for seeking relaxation under sub-regulation (i), the company shall file  an  application with the Board, supported by a duly sworn affidavit giving details and the grounds on which such relaxation has been sought.

The amendment brought an amendment to Regulation 28(ii).  The amended Regulation 28(ii) provides that for seeking relaxation under sub-regulation (i), the company shall file a self-attested application with the Board, giving details and the grounds on which such relaxation has been sought.

Depositories and Participants Regulations

The Schedule to these regulations contains 7 forms viz., Form A, to Form G.  Form A is meant for obtaining registration from the Board for depository. Form C is meant for applying for grant of commencement of business as depository.  Form F is meant for getting registration from the Board by a Participant.

All the said three forms requires that all copied of documents that are to be enclosed along with the application shall be attested as true by an authorized Notary.  The amendment dispensed with the requirements of attestation by an authorized Notary.  Self-attestation by the applicant is enough in all these three cases.

Settlement Proceedings Regulations

Regulation 3(1) provides that a person against whom any specified proceedings have been initiated and are pending or may be initiated, may make an application to the Board in the Form specified in Part-A of the Schedule-I.

The proviso to Regulation 3(2) provides that the rejection or withdrawal of the application shall not affect the continued validity of the undertakings and waivers given in respect of limitation or laches in respect of the initiation or continuation or restoration of any legal proceeding and the waivers given under sub-paras (d), (e), (f) and (g) of para 12 of the undertaking and waivers as provided in Part C of the Schedule I and subject to such undertakings and waivers, the Board or the applicant, shall be free to initiate or pursue such proceedings as may be appropriate in accordance with law.

The undertaking under Part C of the Schedule I is to be submitted by each applicant with the application with stamp duty duly paid and duly notarized at the time of execution.  The amendment now requires the self-attested application with stamp duty.

 De-listing of equity shares Regulations

Section 42(1) provides that the Board may, in the interest of investors or for the development of the securities market, relax the strict enforcement of any requirement of these regulations, if the Board is satisfied that-

• the requirement is procedural in nature; or
• any disclosure requirement is not relevant for a particular class of industry or company; or
• the non-compliance was caused due to factors beyond the control of the acquirer.

Regulation 42(2) provides that for seeking relaxation under sub-regulation (1), the acquirer or the company shall file an application with the Board, supported by a duly sworn affidavit providing details of such relaxation of the regulations and the grounds on which the relaxation has been sought.

Now the amendment requires only self-attestation of the application by the applicant.

Index Providers Regulations

The Index Providers Regulations provide for the registration as Index Provider in Form A.  The applicants must submit to the Board a completed application form together with appropriate supporting documents. The supporting documents should be attested as true by a notary public.

The amendment of this regulation provides that the supporting documents should be self-attested.

Conclusion

This initiative taken by the Board will simplify compliance, reduce costs, and expedite approvals by minimizing bureaucratic procedures.