Merchant Bankers - 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 onthe 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. Undertakings

11. Enclosures

12. 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 theapplication. 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 whichpermits the activities specified in SEBI (Merchant bankers) Rules and Regulations. Copy of ONLY those particularclause(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.

Name of the Director/ Promoter

Promoter/ Director in any other Company

%age Shareholding in other companies

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

Broker registration number

Details regarding payment of fees to SEBI

Conduct Certificate from the stock exchange

Whether themember is facingany charges/disciplinary action orif in past any suchaction was taken by the stock exchange

(iv) DETAILS OF KEY PERSONNEL

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

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

Name of the personnel, qualification and designation

Area of work

Number of years of experience in Merchant Banking activities

Nature of work

Name of the organisation whereworked.

UIN obtained under MAPIN

� Forward a declaration from the HRD department that the personnel mentioned above are currently employedwith the organisation

� Also forward an undertaking by the Key personnel concerned that the details provided for them are true to the bestof their knowledge & belief.

� Please provide the name and address of the compliance officer and 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 MerchantBanking activities should be provided as given below, for all the offices where the Merchant Banking activities shallbe 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 itis 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 followingdetails:

� 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 securitiesmarket.

(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 offurnishing 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 ofyour 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 registeredwith SEBI as any intermediary or any other Government regulatory Body. Please provide the following informationw.r.t. above

Name of the entity

Registration Number and validity period

Relation with applicant

DetailsofActiontaken inthepast, ifany.

RegisteredWith/ as

(x)UNDERTAKINGS

1. An undertaking as to whether as on date, any disciplinary proceedings including enquiry/adjudication/prosecution or any other action is initiated / pending against the applicant company and / or any of the Directors / key personnel of the applicant company, from SEBI or any other regulatory body. If so, the details of the same may be furnished.

2. An undertaking as to whether any enquiry / adjudication / prosecution or any other action is / was, at any point of time, initiated by SEBI or any other regulatory body against the applicant company and/or any of the Directors / key personnel of the applicant company.� If so, the details of the same may be furnished.

3. An undertaking as to whether any complaints/ litigations are pending against the applicant company and / or any of the Directors / key personnel of the applicant company as on date. If so, the details of the same may be furnished.

4. An undertaking as to whether any person directly or indirectly connected with the applicant (as associate, subsidiary, inter-connected or group company of the applicant being a body corporate) has been refused registration by the SEBI under the SEBI Act, 1992.

5. An undertaking as to whether the applicant company has adequate Infrastructure like adequate office space, equipment, manpower and adequate investor grievance redressal system in place to effectively discharge its activity as Merchant Bankers.

6. An undertaking regarding the non-involvement of the applicant company in any activities other than that in the securities market.

7. An undertaking as to whether the director(s) or principal officer(s) is/are involved in any litigation connected with the securities market which has an adverse bearing on the business of the applicant company.

8. An undertaking as to whether the director(s) or principal officer(s) is/are at any time been convicted for any offence involving moral turpitude or has been found guilty of any economic offence.

9. An undertaking as to whether any of the Directors of the applicant company, is/was, at any point of time, broker/sub broker of any recognized stock exchange. If so, the details of the same may be furnished.

10. An undertaking as to whether the applicant company is registered with RBI in the capacity of NBFC/Primary Dealer/Satellite Dealer.

11. An undertaking as to whether there are any instances of violation or non-adherence to any securities market related regulations by the applicant or its associate(s)/group companies in India or abroad and any action has been taken by a regulatory agency in this regard. If yes, the applicant may be advised to provide the following additional information:�

� Top 10 monetary penalties in case of foreign entities and all monetary penalties in case of Indian entities, imposed against the applicant or any associate of the applicant (for irregularities/ violations in the financial services sector or for defaults in respect of shareholders / debenture holders and depositors, by any financial regulatory body or government authority or settlement arrived with any financial regulatory body during the last five years and details thereof). Penalties awarded for economic offences may be disclosed only in case of the applicant.

� Details of all cases of suspensions and cancellation of certificate of registration (for irregularities/ violations in financial services sector or for defaults in respect of shareholders, debenture holders and depositors) of the applicant or any associate of the applicant shall be disclosed for the last 10 years.

(All disclosures on penalties and action taken as per (a) and (b) above against foreign entities may be limited to the jurisdiction of the country where the principalactivities (in terms of income/ revenue) of the applicant/ associate companies are carried out or where the headquarters is situated.)

Note: The aforesaid undertakings shall be furnished in a single document

(xi) ENCLOSURES

1. Indicate any adverse comments received from SEBI regarding the business carried out by the applicant company as Merchant Bankers during the last three years.

2. Status of the premises occupied by the applicant company (owned by it or taken on lease) and certified true copies of the documentary evidence thereof.

3. Certified true copies of the insurance policy pertaining to the premises and other infrastructure occupied by the applicant company.

4. Conduct certificate from the respective Stock Exchanges with respect to the applicant and /or concerned associate entities

5. Confirm whether any fee is due from the said company / its associate company / its sub-broker to SEBI

6. Write up on mandate acceptance criteria, investor complaints redressal mechanism, employees� investment policies, code of ethics, data backup, storage and security, and chinese wall in relation to the business activities employed by the applicant company, if any.

7. Compliance with SEBI circular dated January 22, 2007 regarding designated email id for investor complaints.

8. Compliance with SEBI circular dated July 7, 2008 regarding designated email id for regulatory communication.

9. Latest networth certificate (in original) of the applicant company, based on the audited financial statements,� in accordance with the method of computation prescribed in the SEBI (Merchant Bankers) Regulations, 1992, certified by the statutory auditors mentioned in your application.

10. Details of Principal Officer under Anti Money Laundering Guidelines along with a copy of acknowledgment letter from FIU in this regard.

11. Name, detail qualifications, appointment letter, pay slip, copy of PAN card and experience details of the Compliance Officer of the applicant company.

12. As per Regulation 6(b) of SEBI (Merchant Bankers) Regulations, 1992, the applicant should have in his employment minimum of two persons who have the experience to conduct the business of merchant banker. In view of the same, you are advised to furnish the appointment letter, experience details, detailed resume, copy of PAN card and latest month�s payslips of all key personnel.

13. A copy of PAN card of each director as mentioned in the application form.

14. Compliance with Notifications under regulation 3 of the Securities and Exchange Board of India (Certification of Associated Persons in the Securities Markets) Regulations, 2007

a. Confirm, along with documentary evidence, compliance with SEBI notification No. LAD-NRO/GN/202-13/1103 dated March 11, 2013 which requires obtaining certification from the National Institute of Securities Markets (NISM) by passing the NISM Series �III A: Securities Intermediaries Compliance (Non-Fund) Certification Examination, in the following format:

S. No

Name of the  employee

Designation

Email ID

Mobile no.

Date of passing  NISM-Series-III A: Securities Intermediaries

Remarks

b. Confirm, along with documentary evidence, compliance with SEBI notification No. LAD-NRO/GN/2013-14/6319 dated August 2, 2013 which requires obtaining certification from the National Institute of Securities Markets (NISM) by passing the NISM-Series-IX: Merchant Banking Certification Examination, in the following format. Further, if not complied, then submit an undertaking that the same shall be complied in accordance with timelines specified in the Notifications.

S. No

Name of the  employee

Designation

Email ID

Mobile no.

Date of passing  NISM-Series-III A: Securities Intermediaries

Remarks

c. If the same is not complied as on date, provide an undertaking to comply with Notifications under regulation 3 of the Securities and Exchange Board of India (Certification of Associated Persons in the Securities Markets) Regulations, 2007 dated March 11, 2013 and August 02, 2013.

(xii) 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/ hasnot at any time been convicted by court for any offence involving moral turpitude or fraud or has been found guilty ofany 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 notinvolved 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/ disciplinaryaction from any stock exchange.

d) The applicant company, its associate/s, its director/s, partner/s or principal officer is not involved in thesecurities scam and are not named in the Janakiraman Committee Report/ J P C Report. (If involved, detailedcomments 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 MerchantBanker registered with SEBI. If yes, whether the certificate of registration of that Merchant Banker was suspendedor cancelled.

g) None of the promoter/s and/ or director/s was associated with an applicant whose application for MerchantBanking 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 orperson/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 beenpassed by any regulatory authority.

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

Further, you may also check the status of registration/ renewal application on SEBI website (www.sebi.gov.in) under the head �Home > Intermediaries > Processing Application Status�, which is updated on a monthly basis.�