CIRCULAR
SEBI/HO/MIRSD/DoR/P/CIR/2022/61 May 13, 2022
To
1.Registered Stock Brokers through Stock Exchanges
2.Registered Clearing Members through Clearing Corporations
3.The Managing Directors / Chief Executive Officers of all Stock Exchanges and
Clearing Corporations
Dear Sir/Madam,
Subject: Guidelines for seeking NOC by Stock Brokers / Clearing Members for
setting up Wholly Owned Subsidiaries, Step Down Subsidiaries, Joint Ventures
in GIFT IFSC.
1. SEBI receives applications from Stock Brokers / Clearing Members for granting
NOCs for setting up Wholly Owned Subsidiaries, Step Down Subsidiaries, Joint
Ventures, etc. in GIFT IFSC. With an endeavour to rationalise and streamline the
process of application, the following guidelines are being issued.
a) The format of application along with list of supporting documents for seeking
NOC for setting up Wholly Owned Subsidiaries, Step Down Subsidiaries or
entering into Joint Ventures in GIFT IFSC is placed as Annexure-A.
b) Stock Brokers and Clearing Members shall apply through a Stock Exchange
where the applicant is a member, along with the required information,
documents and NOC received from all Stock Exchanges/Clearing
Corporations/Depositories in which the applicant is a member/participant.
c) Stock Exchanges / Clearing Corporations (where the applicant is only clearing
member) are directed to forward the complete application to SEBI, after
verification along with its recommendation.
2. The circular shall come into force with immediate effect.
3. This circular is issued in exercise of powers conferred under Section 11(1) of the
Securities and Exchange Board of India Act, 1992 to protect the interests of
investors in securities and to promote the development of, and to regulate the
securities markets.
4. This circular is issued with the approval of the competent authority.
Yours faithfully,
Dinesh Joshi
Deputy General Manager
Market Intermediaries Regulation and Supervision Department
Tel. no.:022 26449847
email id: dineshj@sebi.gov.in
Encl.: As above
Annexure-A
APPLICATION TO SEBI FOR OPENING OF WHOLLY OWNED
SUBSIDIARIES, STEP DOWN SUBSIDIARIES OR ENTERING INTO
JOINT VENTURES IN GIFT IFSC
Please read the instructions carefully before filling up the Application form:
1. Fill in all the particulars clearly.
2. The information should be complete in all respects.
3. Please attach the relevant enclosures.
4. The application shall be submitted through Stock Exchange / Clearing
Corporation along with NOC obtained from all the Stock Exchanges/
Clearing Corporations/Depositories, where the applicant is a
member/participant and other documents as listed in the present form.
I GENERAL INFORMATION:
1 Details of all registrations of the applicant 1. Name of the entity (Earlier
company in India and abroad name, if any)
2. Type of Intermediary (If
Broker, names of Exchanges
and if DP, name of the
Depositories)
3. Registration Number
4. Date of Registration
2 Networth of the applicant company
(in Rs.)
3 Details of the following persons:
a) Promoters (Name and PAN number)
b) Directors (Name, DIN and PAN
number)
c) Key Person of the applicant (Name
and PAN number)
4 Details of regulatory action taken/ initiated/
pending, if any, against the applicant/
promoters/ directors/key personnel/ principal
officer of the applicant company (in
India/abroad)
5 Any fee remaining unpaid to SEBI by
applicant/ associates
6 Amount of proposed investment (converted in
Indian Rupees)
7 Whether the applicant is setting up a Wholly
Owned subsidiary (WOS) or a Step Down
Subsidiary (SDS) or entering into Joint
Venture (JV) or acquiring stake in an existing
company.
8 Details of the proposed WOS/SDS/JV in GIFT a) Name of the proposed entity
IFSC (provide relevant details in case of in GIFT IFSC
equity participation in existing company or b) Purpose for setting up
joint venture with a company) the WOS/SDS/JV/Equity
Participation etc.
c) Nature of proposed activities
II UNDERTAKING
a. Pursuant to setting up Wholly Owned Subsidiary / investment in
step down subsidiary/joint venture, etc., we shall maintain networth for
each category of registration as per SEBI Act, 1992 & Regulations/
circulars issued there under and bye laws/ rules/ regulations/ circulars,
etc. issued by respective stock exchanges/Depositories.
Signature
Name
Designation
Place:
Date:
III. ENCLOSURES:
a. Certificate of Networth:
i) Networth Certificate of the applicant based on the latest audited
results (in Rs.), duly certified by a Chartered Accountant.
ii) In case the above Networth Certificate is more than 6 months old,
then provide i) above as well as the latest provisional networth
certificate, duly certified by a Chartered Accountant.
b. NOC obtained from all the Stock Exchanges/Depositories where the
applicant is a member/ participant, in case the applicant is a Stock
Broker/Depository Participant.
c. Details of any non-compliance w.r.t ‘fit and proper person’ criteria as
specified in Schedule II of SEBI (Intermediaries) Regulations, 2008.
d. Declaration cum undertaking (format enclosed) with regard to
compliance with the ‘fit and proper person’ criteria as specified in
Schedule II of SEBI (Intermediaries) Regulations, 2008 duly stamped
and signed by the Authorized Signatories of the applicant.
e. Latest shareholding pattern of the applicant and list of the
shareholders who have controlling interest.
Declaration Cum Undertaking
We M/s. Name of the intermediary, having SEBI registration certificate in the
capacity of _______________ bearing registration number
________________ hereby declare and undertake the following w.r.t our
application for setting up WOS/SDS/JV in GIFT IFSC:
1. Name of the intermediary and its principal officer, directors or managing
partners, compliance officer, key management persons, promoters or
persons holding controlling interest or persons exercising control over the
intermediary directly or indirectly and person holding twenty percent or
more voting rights of the intermediary (hereinafter referred to as “We” or
“Us”) are fit and proper person as per requirement laid down in Schedule II
of SEBI (Intermediaries) Regulations, 2008.
2. We bear integrity, honesty, ethical behaviour, reputation, fairness and
character.
3. We do not incur following disqualifications mentioned in Clause 3(b) of
Schedule II of SEBI (Intermediaries) Regulations, 2008 i.e.
(i) No criminal complaint or information under section 154 of the Code of
Criminal Procedure, 1973 (2 of 1974) has been filed against us by the
Board and which is pending.
(ii) No charge sheet has been filed against us by any enforcement agency
in matters concerning economic offences and is pending.
(iii) No order of restraint, prohibition or debarment has been passed
against us by the Board or any other regulatory authority or enforcement
agency in any matter concerning securities laws or financial markets and
such order is in force.
(iv) No recovery proceedings have been initiated by the Board against us
and are pending.
(v) No order of conviction has been passed against us by a court for any
offence involving moral turpitude.
(vi) No winding up proceedings have been initiated or an order for winding
up has been passed against us.
(vii) We have not been declared insolvent.
(viii) We have not been found to be of unsound mind by a court of
competent jurisdiction and no such finding is in force.
(ix) We have not been categorized as a wilful defaulter.
(x) We have not been declared a fugitive economic offender.
4. We have not been declared as not ‘fit and proper person’ by an order of the
Board.
5. No notice to show cause has been issued for proceedings under
SEBI(Intermediaries) Regulations, 2008 or under section 11(4) or section
11B of the SEBI Act during last one year against us.
6. It is hereby declared that we and each of our Promoters, Directors, Principal
Officer, Compliance Officer and Key Managerial Persons are not
associated with vanishing companies.
7. There is no outstanding SEBI fee payable by the intermediary.
The said information is true to our knowledge.
(stamped and signed by the Authorised Signatories)