How to Apply – Additional Information

ADDITIONAL INFORMATION SHEET

In addition to the information furnished in form A, the applicant is also required to furnish the detailed information on the following areas, as per the instructions contained therein.

1. Memorandum and Article of Association of the applicant
   
   
   
2. Provide the UIN obtained under MAPIN for the applicant.
   
   
   
3. Details of Directors/ Promoters & shareholding pattern
   
   
   
4. Details of Key personnel
   
   
   
5. Details of infrastructure facilities
   
   
   
6. Details regarding registration as NBFC
   
   
   
7. Financial Accounts of the applicant
   
   
   
8. Report from principal bankers
   
   
   
9. Details of associated registered intermediaries
   
   
   
10. Declaration by at least two directors

The applicant is advised to read the instructions before giving the details.

The applicant is also advised to note that furnishing of incomplete information would delay the processing of the application. Hence it would be in the interest of applicant to ensure that details are given as per the requirements.

( i ) MEMORANDUM AND ARTICLES OF ASSOCIATION:

[If the same is enclosed with the original application please do not send a copy.]

Ensure and furnish reference of object clause of Memorandum and Article of Association of the company which permits the activities specified in SEBI (Merchant bankers) Rules and Regulations. Copy of ONLY those particular clause(s) may be forwarded.

(ii) Provide the UIN obtained under MAPIN for the applicant

(iii) DETAILS OF DIRECTORS/ PROMOTERS & SHAREHOLDING PATTERN

Note: Please provide the UIN obtained under MAPIN for each director.

If any of the Directors / Employees of the applicant, its subsidiary / associate/ group company under the same management, are members of recognised stock exchanges, details of the membership be given as under :

(iv) DETAILS OF KEY PERSONNEL

• Give the organisational chart of Merchant Banking Division EXCLUSIVELY giving different levels (names and designations) indicating the number of people employed, for all the offices where the Merchant Banking activities shall be carried out.

• Merchant Banking/Issue Management experience and experience in other areas of security market of each of the key personnel (whole-time-directors/permanent employees) may be given as under:

• Forward a declaration from the HRD department that the personnel mentioned above are currently employed with the organisation &

• Also forward an undertaking by the personnel concerned that the details provided for them are true to the best of their knowledge & belief.

• Please provide the name and address of the compliance officer and the his/her UIN obtained under MAPIN.

(v) DETAILS OF INFRASTRUCTURE FACILITIES

Quantitative details with regard to establishment available as on date EXCLUSIVELY for carrying on Merchant Banking activities should be provided as given below, for all the offices where the Merchant Banking activities shall be carried out:

• Office space (in square ft)

• Communication facilities available.

• Systems support available (both hardware and software)

• If any of the above is rented/shared/provided free of cost, forward a copy of the agreement. Confirm whether it is owned by you. Forward copy of relevant documentary evidence.

(vi) DETAILS REGARDING REGISTRATION AS NBFC

State whether your company is registered as Non-Banking Finance Company with RBI. If yes, give the following details:

• Place where it is registered

• Registration number

• Details about any action/ adverse comments of RBI in the last three Financial Years.

• And also submit an undertaking that you are not carrying on any activities other than that in the securities market.

(vii) FINANCIAL ACCOUNTS OF THE APPLICANT

• Copy of Audited annual accounts (including auditor’s report, schedules and break-up of the investments, Loans & Advances) may be forwarded. The detail should not be more than six months old at the time of furnishing the information.

• Also furnish a Chartered Accountant’s certificate certifying the networth of the applicant.

(viii) REPORT FROM PRINCIPAL BANKERS

Request your principal bankers named in your application to send their comments regarding the performance of your accounts with them in a sealed envelope to us.

(ix) DETAILS OF ASSOCIATED REGISTERED INTERMEDIARIES

Whether the applicant and/ or any of its Directors/ Employee / Subsidiary/ Associate/ Group companies is registered with SEBI as any intermediary or any other Government regulatory Body. Please provide the following information w.r.t. above

(x)DECLARATION BY ATLEAST TWO DIRECTORS

“We hereby declare and undertake that:

a)      the applicant company, its group companies, its promoter/s, director/s, partner/s or employee/s was/ were/ has not at any time been convicted by court for any offence involving moral turpitude or fraud or has been found guilty of any economic offence and sentenced in respect thereof to imprisonment for a period not less than six months.

b)      the applicant company its promoter/s, director/s, partner/s or employee/s, or its group companies, are not involved in any litigation connected with the securities market and there are no charges against them as on date.

c)      the applicant, its director/s, partner/s and/ or its group companies are not facing any charges/ disciplinary action from any stock exchange.

d)      the applicant company, its associate/s, its director/s, partner/s or principal officer is not involved in the securities scam and are not named in the Janakiraman Committee Report/ J P C Report. (If involved, detailed comments may be forwarded).

e)      All investments indicated in the certified annual accounts are held in the name of the company only. If not, details of such holdings may be forwarded.

f)        None of the promoter/s, director/s of the applicant or its group companies is/was associated with a Merchant Banker registered with SEBI. If yes, whether the certificate of registration of that Merchant Banker was suspended or cancelled.

g)      None of the promoter/s and/ or director/s was associated with an applicant whose application for Merchant Banking certificate was rejected by SEBI.

h)      No winding up orders have been passed against the applicant

i)        No orders under the Insolvency Act have been passed against the applicant or any of its director/s or person/s in management in the past five years.

j)        No order suspending or debarring the applicant from carrying on activities in the financial sector has been passed by any regulatory authority.

k)      No order, withdrawing or refusing to grant any licence/ approval to the applicant which has a bearing on the capital market has been passed by any regulatory authority in the past five years.