ADDITIONAL INFORMATION
a) 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. Details of Directors & shareholding pattern
3. Details of Promoters & shareholding pattern
4. Details of applicant registered with SEBI as any other intermediary.
5. Details of the Principal Officer
6. Details of Key personnel
7. Details of infrastructure facilities
8. Details of the proposed Services
9. Details of facility for safe custody
10. Details of facility for equity research
11. Financial Accounts of the applicant
12. Report from principal bankers
13. List of brokers
14. Details regarding applicant registered with RBI (if any).
15. Details of associated registered intermediaries
16. Declaration by at least two directors
17. Declaration for fit and proper person
18. Director’s Declaration under regulation 6.
b) The applicant is advised to read the instructions before giving the details.
c) 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.
d) The applicant is also advised to keep the Board informed of all the consequent changes in the information provided to the board.
(1) MEMORANDUM AND ARTICLES OF ASSOCIATION:
Furnish reference of object clause of Memorandum and Article of Association under which the company intends to carry on Portfolio Management. Copy of ONLY those particular clause(s) may be forwarded.
OR
If Memorandum and Articles of Association does not contain specific clauses which enable the company to portfolio management, Investment advisory services etc. It is suggested that the following exhaustive clause may be incorporated to cover Portfolio Management:
"To engage in business of rendering corporate advisory service / manage portfolio of securities."
Steps may be initiated for amendment and after getting the approval, the copy of special resolution may be furnished along with confirmation of Company Law Board.
(2) DETAILS OF PROMOTERS & SHAREHOLDING PATTERN
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Name of the Promoter
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%age Shareholding with the applicant
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Director/Promoter in any other Company
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%age shareholding in other companies
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(3) DETAILS OF DIRECTORS & SHAREHOLDING PATTERN
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Name of the Director
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%age Shareholding with the applicant
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Director/Promoter in any other Company
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%age shareholding in other companies
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If the applicant / 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:
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Broker registration number
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Conduct Certificate from the stock exchange
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Details regarding payment of fees to SEBI
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Whether the member is facing any charges/ disciplinary action or if in past any such action was taken by the stock exchange
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(4) DETAILS OF APPLICANT REGISTERED WITH SEBI AS ANY OTHER INERTMEDIARY
If the applicant is registered with SEBI in any capacity as any intermediary, you are advised to provide the details of that registration.
(5) DETAILS OF PRINCIPAL OFFICER
- Give Name, Address, Tel. No., E Mail ID of the Principal Officer appointed in terms of Reg.2(d).
- Also state if he possesses the qualifications prescribed under Reg.2(c). Provide a copy of the certificates of the professional qualification of Principal Officer.
- Details of the experience of Principal Officer in terms of Regulation 6(2)(d).
- Applicant to give a Certificate stating that the Principal Officer has been appointed in terms of Reg.2(d) and he complies with the requirements of Reg.6(2)(c) and is not otherwise disqualified under the Regulations.
Regulation 2 (d) -
2(d) “principal officer” means an employee of the portfolio manager who has been designated as such by the portfolio manager.
(6) DETAILS OF KEY PERSONNEL
- Give the organisational chart of Portfolio Management Division EXCLUSIVELY giving different levels (names and designations) indicating the number of people employed, for all the offices where the Portfolio Management activities shall be carried out.
- Furnish Bio-Data of all the key personnel detailing the relevant experience as required under regulation 6(2)(d).
- Portfolio Management/ Fund Management/ Mutual Fund 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:
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Name of the personnel and qualification
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Number of years of experience as per regulation 6(2)(d )
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Name of the organisation(s) where previously worked and currently working
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Designation
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Area of work
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Nature of work carried out
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- 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.
- Details of Compliance Officer along with the name, address, contact number and his e-mail i.d.
(7) DETAILS OF INFRASTRUCTURE FACILITIES
Quantitative details with regard to establishment available as on date EXCLUSIVELY for carrying on Portfolio Management activities should be provided as given below, for all the offices where the Portfolio Management activities shall be carried out:
a. Office space (in square ft)
b. Communication facilities available.
c. Systems support available (both hardware and software)
d. Details of the Research Facilities.
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 a copy of relevant documentary evidence.
(8) DETAILS OF THE PROPOSED SERVICES **
Please furnish information regarding services you propose to launch for Portfolio Management Services. Forward a copy of the draft agreement with the client.
(9) DETAILS OF FACILITY FOR SAFE CUSTODY
Give details regarding your safe custody facilities i.e. ownership details, office space, details of furniture and fixtures especially to perform custodian functions.
(10) DETAILS OF FACILITY FOR EQUITY RESEARCH
Please give details of the equity research and database facility and expertise of key management personnel engaged in equity research.
(11) 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. The detail should not be more than six months old at the time of furnishing the information. Format of networth certificate is given below:
The statement of networth of ……….. based on audited / unaudited accounts as on ………….
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Amount
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Paid up equity capital
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Add: Free reserves (excluding reserves created out of revaluation)
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Less: Accumulated losses
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Less: Deferred expenditure not written off (including miscellaneous expenses not written off)
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Less: Minimum Capital Adequacy/ networth requirement for any other activity undertaken under other SEBI Regulations
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Networth
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(12) 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.
(13) LIST OF BROKERS
List of brokers with whom you wish to transact business, if already decided.
(14) DETAILS OF APPLICANT REGISTERED WITH RBI
If the applicant is registered with RBI, you are required to provide the details of the registration. If the applicant is not registered with RBI, then furnish a declaration to this context.
(15) 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
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Name of the entity
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Relation with applicant
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Registered with/ as
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Registration Number and validity period
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Details of Action taken in the past, if any.
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For clarification on associates and group company, SEBI circular RPM CIRCULAR NO.1 (2002-2003) dated September 17, 2002 may be referred.
(16) DECLARATION BY ATLEAST TWO DIRECTORS (Dated and Signed by at least two directors. Provide the names of the directors who have signed the declaration)
"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 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.
l to n :- Only in case the applicant or any of its group company/ subsidiary/ associate is registered with SEBI as AMC
l. the activities of portfolio management services are not in conflict with the activities of the mutual fund.
m. the key personnel of the portfolio management services, the systems, back office, bank and securities accounts are segregated activity wise and there exist systems to prohibit access to inside information of Asset Management Company.
n. the Asset Management Company shall meet capital adequacy requirements separately for portfolio management services.
(17) DECLARATION FOR FIT AND PROPER PERSON (Dated and Signed by at least two directors. Provide the names of the directors who have signed the declaration)
Criteria for determining a ‘fit and proper person’
A person shall not be considered as a" fit and proper person" for the purpose of grant or renewal of certificate to act as an intermediary or to continue to act as an intermediary under any one or more of the relevant regulations, if he incurs any of the disqualifications appearing in Schedule II read with Regulation 7 of Securities Exchange Board of India (Intermediaries) Regulations, 2008
(18) DIRECTOR’S DECLARATION UNDER REGULATION 6 (Dated and Signed by at least two Directors. Provide the names of the directors who have signed the declarations)
6 (2) (a) the applicant is a body corporate
6 (2) (b) the applicant has the necessary infrastructure like adequate office space, equipments and the manpower to effectively discharge the activities of a portfolio manager
6 (2) (c) the principal officer of the applicant has either –
(i) a professional qualification in finance, law, accountancy or business management from a university or an institution recognised by the Central Government or any State Government or a foreign university;
or
(ii) an experience of at least ten years in related activities in the securities market including in a portfolio manager, stock broker or as a fund manager
6 (2) (d) the applicant has in its employment minimum of two persons who, between them, have atleast five years experience as portfolio manager or stock broker or investment manager or in the areas related to fund management.
6 (2) (e) any previous application for grant of certificate made by any person directly or indirectly connected with the applicant has been rejected by the Board.
6 (2) (f) any disciplinary action has been taken by the Board against a person directly or indirectly connected with the applicant under the Act or the Rules or the Regulations made there under.
6 (2) (g) the applicant fulfills the capital adequacy requirements specified in regulation 7.
6 (2) (h) the applicant, its director, principal officer or the employee as specified in clause (d) is involved in any litigation connected with the securities market which has an adverse bearing on the business of the applicant.
6 (2) (i) the applicant, its director, principal officer or the employee as specified in clause (d) has at any time been convicted for any offence involving moral turpitude or has been found guilty of any economic offence.
6 (2) (j) the applicant is a fit and proper person