Document Repository platform

A merchant banker signing a due diligence certificate is standing behind a very large pile of paper. Board resolutions, auditors' reports, legal opinions, consents, litigation files, KYC papers for the promoters.

It cannot sign and then forget. SEBI requires the pile to be kept for years, and produced when asked.

Keeping it on paper is slow and easy to lose. So the stock exchanges have set up an online Document Repository platform. Merchant bankers upload those documents there and maintain them electronically.

The workbook states the purpose plainly. The platform is meant to make access easier to the documents about the public issue process that merchant bankers have to keep anyway.

One more rule travels alongside it. A merchant banker must keep all its data and information inside India, under SEBI's data storage and localisation norms. A record is only useful to a regulator that can reach it.

What has to be kept (Chapter 3, regulation 14). Every merchant banker keeps and maintains:

• a copy of the balance sheet as at the end of each accounting period;
• a copy of the profit and loss account for that period;
• a copy of the auditor's report on the accounts for that period;
• a statement of financial position; and
• records and documents pertaining to due diligence exercised in pre-issue and post-issue activities of issue management, and in takeover, buy-back and delisting of securities.

A merchant banker acting as an underwriter keeps four more: details of all agreements entered into with a body corporate on whose behalf it acts as underwriter; the total amount of securities of each body corporate subscribed to under such an agreement; a statement of capital adequacy requirements; and whatever else SEBI specifies.

Every merchant banker must also intimate SEBI of the place where these books, records and documents are maintained, and must furnish SEBI, after the end of each accounting period, copies of the balance sheet, profit and loss account and other documents for any of the preceding five accounting years when SEBI requires them.

The retention period, and the workbook's own inconsistency. Chapter 3 says these documents need to be maintained for a minimum period of 8 years. Chapter 5 says the regulations require lead managers to maintain records and documents pertaining to due diligence exercised in pre-issue and post-issue matters for a minimum period of five years. The same class of record, two numbers, two chapters. Teach both and read the question: where it names the books of account and records of Chapter 3, answer eight years; where it names due diligence records in the Chapter 5 sense, answer five. The same divergence is flagged on the due diligence certificate page.

The platform itself. In order to facilitate efficient maintenance of the records and documents relied upon by merchant bankers while conducting their due diligence in public issues, the stock exchanges have set up an online Document Repository platform, which enables merchant bankers to upload and maintain those documents electronically. It is intended to facilitate easier access to documents pertaining to the public issue process which merchant bankers are required to maintain. The authority cited is SEBI Circular Ref. No. SEBI/HO/CFD/CFD-TPD-1/P/CIR/2024/170 dated December 5, 2024.

Data localisation. Separately, and whether or not the platform is used, a merchant banker shall maintain all the data and information within the territorial limits of India, as per the data storage and localisation norms specified by SEBI from time to time.

Illustrative figures. Godavari Capital Ltd is lead manager on a Rs 1,250 crore mainboard IPO for Sahyadri Bearings Ltd, which closes in March 2025.

The diligence file it must retain, and can now upload, runs to a few thousand pages:

Before December 2024 this sat in Godavari's own record room in Mumbai, and an inspection meant physically pulling files. After the circular of December 5, 2024 the same set goes onto the exchanges' Document Repository platform, and an inspector can be pointed at it.

Two compliance clocks now run on one file:

Godavari keeps everything to the longer date. Picking the shorter number costs nothing in an exam question and a great deal in an inspection.

A third rule bites at the same time. Godavari's IT team had planned to put the backup on a cloud region in Singapore, saving Rs 18 lakh a year. It cannot: all data and information must stay within the territorial limits of India. The backup moves to a domestic data centre and the Rs 18 lakh saving is written off.

Chapter 3 (Registration, Code of Conduct & General Obligations of Merchant Bankers in India) is 15% of the paper, and the platform sits in section 3.4.2 on maintaining books of account and records. Chapter 5 (Issue Management – Process and Underwriting), at 18% the heaviest chapter, carries the competing five-year retention line.

The examinable facts are short and closed: who set the platform up (the stock exchanges — not SEBI, not AIBI), what goes on it (the documents relied upon in due diligence for public issues), the retention period (eight years in Chapter 3, five in Chapter 5), and the localisation rule (all data and information within the territorial limits of India). A "who set up the Document Repository platform" question is the single most likely item.

• The stock exchanges set it up, not SEBI. SEBI issued the circular of December 5, 2024; the exchanges built and run the platform.
• Eight years in Chapter 3, five years in Chapter 5. The workbook carries both for what reads like the same class of record. Give the number with the chapter.
• Five accounting years is a third, different figure. That is the look-back for documents SEBI may require to be furnished after an accounting period — not a retention period.
• The platform does not replace the obligation. Uploading is a way of maintaining records. The duty to maintain them, and to tell SEBI where they are kept, is unchanged.
• Data localisation is a separate rule from the platform. A merchant banker owes it whether or not it uses the repository.
• This is a repository of the merchant banker's own diligence documents. It is not a depository, it is not the structured digital database of insider information, and it is not an investor-facing filing site.
• The underwriting records are a separate list. A merchant banker acting as an underwriter keeps four additional record types, including a statement of capital adequacy requirements.