submission of annual returns for financial year 2019-20
TRANSCRIPT
Circular no.: MCX/MEM/841/2020 November 13, 2020
________________________________________________________________________
Submission of Annual Returns for Financial Year 2019-20
________________________________________________________________________
In terms of Business Rule 12.7 of the Business Rules of the Exchange, Members are notified
as under:
1. Members are required to submit their Annual Returns (including Financial Strength Details) latest by January 31, 2021 for the Financial Year ended March 31, 2020.
2. Kindly refer below mentioned Annexures for submission of Annual Returns and other relevant information:
I] Documents to be uploaded on https://member.mcxindia.com :
Sr. No.
Name of Document Annexure No. (Format)
1. Networth Certificate and Computation of Networth as on March
31, 2020 based on Audited Accounts.
1
2. Audited Accounts (Financial Statements*) as on March 31, 2020
i.e. Balance Sheet along with its Schedules/Notes, Profit & Loss
Account, Auditor’s Report & Director’s Report (as applicable) * in the format as prescribed under Companies Act, 2013.
-
3. NISM Certificate of Compliance Officer -
4. Broker Indemnity Insurance Policy -
5. Statutory Auditor Undertaking 2
6. Standard Undertaking 3
7. Member Profile Details** - To be downloaded from MCX
Member Profile Interface (MMPI)
-
8. Shareholding Pattern of Holding Company(s), Ultimate Holding
Company and Entity extending Corporate Support to DPG (as applicable)-Certified by Practicing CA/CS.
4a / 4b / 4c
**Members are required to update complete details in MMPI Portal
(https://memprofile.mcxindia.com) before downloading, printing on letter head and
uploading the scan copy of the same under the tab “Annual Returns - Member Profile
Details” on https://member.mcxindia.com. Please ensure that all pages of Member Profile
details are signed by Designated Director / Managing Partner / Designated Partner /
Proprietor (as applicable). Further, the same should also be signed by Practicing Chartered
Accountant / Company Secretary, wherever specified in the formats.
II] Additional Documents to be uploaded*
*In case current details of Shareholding/Sharing pattern /Directors/Partners differs
from the details available in MMPI Portal:
Sr. No. Name of Additional Documents Annexure
No. (as
applicable)
1. Details of Shareholding/ Sharing pattern (Certified by Practicing
CA/CS).
4a / 4b / 4c
2. Details of Directors / Partners (Certified by Practicing CA/CS). 5a / 5b / 5c
III] Other relevant information
Sr. No. Other relevant information
Refer Annexure
1. Minimum Networth requirement of the Members 6
2. Details regarding Actions for Non-Compliances 7
3. Procedure for online submission of Annual Returns and Details of
Financial Strength of Members
8
4. Guidelines pertaining to Statutory Auditor/s 9
3. Members who have not undertaken any trade from April 01, 2019 till the date of
submission of Annual Returns are required to upload only the following documents
Sr. No.
Name of Document
Refer Annexure
1. Networth Certificate and Computation of Networth as on March
31, 2020 based on Audited Accounts.
1
2. Audited Accounts (Financial Statements) as on March 31, 2020
i.e. Balance Sheet along with its Schedules/Notes, Profit &
Loss Account, Auditor’s Report & Director’s Report (as applicable)
-
3. Member Profile Details {Refer point 2 (I) (7) above} -
4. Undertaking 10
4. Members are requested to take note of the following:
i. Members having accounting year ending on any date other than March 31 are
required to submit Annual Returns within a period of six months from the close of accounting year followed by them. Such Members are required to inform about
the different accounting year followed by them within 15 days of this circular.
ii. Members are required to submit financial statements in the same format as
prescribed under Companies Act, 2013 irrespective of whether they fall under the
purview of Companies Act, 2013 or not as intimated vide SEBI Circular ref. no. SEBI/HO/MIRSD2/CIR/P/2016/95 dated September 26, 2016 and Exchange
Circular no. MCX/MEM/207/2018 dated May 30, 2018.
iii. Submissions should be in electronic form & documents to be uploaded only in PDF
form. No physical submission should be made by the Members.
iv. All submissions should be strictly in the format specified.
v. Provision to submit Annual Returns is provided on https://member.mcxindia.com.
The said link will be made available from November 13, 2020.
vi. Members may please note that mere submission of documents through Annual
Returns will not result in simultaneous updating of records at the Exchange and Members are required to follow the laid down procedure for obtaining approval /
intimation to the Exchange, as the case may be, for changes already carried out.
vii. Members are requested to ensure that all the Certificates / Reports submitted to
Exchange (issued / certified by full time Practicing Chartered Accountant / Company
Secretary) shall mandatorily contain UDIN (as applicable).
Members are advised to take note of the above and ensure compliance.
Chirag Sodawaterwalla
Senior Manager- Membership
Kindly contact Customer Service Team on 022-66494040 or send an email at [email protected] for any clarification.
Annexure 1
(To be provided on the Letterhead of the certifying Chartered Accountant/ Company Secretary in Practice)
NETWORTH CERTIFICATE
This is to certify that the Net worth of M/s. _______________________ (Name of the Entity) as on __________ is Rs. ______________ /- (Rupees ____________ only) and the same is as per the statement of computation. The computation of Networth is in accordance with the method of computation prescribed by SEBI as per Schedule VI of Securities and Exchange Board of India (Stock Brokers and Sub-Brokers) or as amended from time to time. We further certify that we are not the related party to the aforesaid entity. The computation of Networth, based on my / our scrutiny of the books of accounts, records and documents is true and correct to the best of my / our knowledge and as per information provided to my / our satisfaction.
Computation of Networth of M/s ______________________ (name of the entity)
Sr. No. Particulars Amount
A. Capital
B. Free Reserves C. Less: Non-allowable assets viz.
(a) Fixed Assets
(b) Pledged Securities
(c) Value of Member’s card
(d) Non-allowable securities (unlisted securities) (e) Bad deliveries
(f) Doubtful Debts and Advances (debts or advances overdue for more than three months or debts or advances given to the associate persons)
(g) Prepaid expenses, losses
(h) Intangible Assets (i) 30% Value of Marketable securities
D. Total Amount (A + B - C)
Date: For (Name of Certifying Firm) Place: Name of Partner / Proprietor
Chartered Accountant / Company Secretary (In
Practice)
Membership No.:____________
UDIN:______________________
Signature under Rubber stamp of Firm
Annexure 2 Statutory Auditor undertaking
Date: ____________ To, Membership Department Multi Commodity Exchange of India Limited and / or Multi Commodity Exchange Clearing Corporation Limited Exchange Square, Suren Road, Andheri East, Mumbai – 400093, India Sub: ____________ (Trade Name); Member ID:________________ Dear Sir, We hereby declare and confirm that we comply with circular reference no. SEBI/HO/MIRSD/DOP/CIR/P/2018/153 dated December 17, 2018, Details are as follows:
Sr. No. Particulars Details of FY 2018-19 Details of FY 2019-20
1. Name of Statutory Auditor (Chartered Accountant firm/Individual/sole proprietor)
2. Firm Registration Number
3. Name of Partner/Proprietor
4. Membership Number
5. Reason for change in statutory auditor
(In case of change in statutory auditor
in two periods)
Term of the auditor expired Unsatisfactory quality of audit
reports
Winding up of Auditor Firm
Different Auditor from the same audit firm
Others
I/We undertake to intimate and update MCX/MCXCCL as and when there is any change in the aforesaid
information.
Yours faithfully,
For (Name of the Member) ________________________ Signature of Designated Director/ Designated Partner/ Managing Partner/Proprietor under rubber stamp
Annexure 3 Standard Undertaking
(On the letterhead of the Member)
Date:___________
Sr. No. Particulars Confirmation
by Member*
1. Whether there is any enquiry/ investigation/ disciplinary action(s)
initiated/pending by SEBI/ Exchange/ Clearing Corporation/ RBI/ any other
regulatory authority against Member/directors/partners/ promoters/ proprietor.
Yes
No
2. Whether there is any enquiry/ adjudication/ prosecution or any action including
penalty, consent proceedings, administrative warning, caution or advisory letter
etc., by SEBI/ Exchange/ Clearing Corporation have been initiated against Member
or any of associates of the Member.
Yes
No
3. Whether there are any complaints/ arbitration cases pending against Member
/directors/partners/ promoters/proprietor by the Exchange/Clearing Corporation
or referred by SEBI. (If yes, then provide the details in separate Annexure)
Yes
No
4. Whether there is any action in respect of deviations in the broking operations
initiated by the Exchange/Clearing Corporation pursuant to inspection/audit, etc.
against the Member.
Yes
No
5. Whether the Member /directors/partners/ promoters/proprietor or its associate
have been involved in any type of money laundering activities or have been
debarred/ suspended/ expelled/ declared defaulters/ insolvent/ bankrupt, by
SEBI/ Court/ RBI/ Exchange/ Clearing Corporation/ any other regulatory authority.
Yes
No
6. Whether the Member /directors/partners/ promoters/proprietor or its associate
have, at any point of time, committed any act and/or have been convicted for any
act involving threat to the public/national interest.
Yes
No
7. Whether the Member /directors/partners/ promoters/proprietor or its associate
have been convicted of any economic offence.
Yes
No
8. Whether the Member/directors/partners/promoters/proprietor has been
rejected for Membership by any Exchange/ Clearing Corporation.
Yes
No
9. Whether there is provisional liquidator or receiver or official liquidator appointed
by a competent court against the Member/directors/partners/promoters
/proprietor.
(If yes, then provide the details in separate Annexure)
Yes
No
10. Whether there are any adverse comment against the Member/
directors/partners/ promoters/proprietor/shareholders and associates in the
following databases:
a. defaulter list of RBI as available at Cibil (www.cibil.com) i.e. suits filed of Rs.
100 lakhs and above & suits filed of Rs. 25 lakhs and above.
b. following list as per SEBI data on the SEBI website (www.sebi.gov.in):
i. list of cases resulted in compounding in the prosecution filed.
ii. list of cases resulted in convictions in the prosecutions filed.
iii. list of cases dismissed/accused discharges in the prosecution filed.
iv. list of cases in which accused declared as proclaimed offenders in the
prosecutions filed.
v. Prosecution list / database of CIS cases (prosecution launched against CIS
Yes
No
Sr. No. Particulars Confirmation
by Member*
entities) and non CIS cases (prosecution launched against other that CIS
entities).
vi. List of Companies & Directors debarred from associating with Capital
Market for a period of five years – Companies / Directors.
c. Vanishing Companies database of Ministry of Corporate Affairs (MCA).
d. Database of IOSCO.
e. List of United Nation Sanctions.
11. Whether the Member /directors/partners/ promoters/proprietor have any
financial liability which is due and payable in terms of the SEBI Act, the Securities
Contracts (Regulation) Act, 1956 or Rules and Regulations there under.
Yes
No
12. Whether there are any instances of violation or non-adherence to any securities,
market related regulations by the Member 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 Member may be advised to provide the following additional
information:
a. Top 10 monetary penalties in case of foreign entities and all monetary
penalties in case of Indian entities, imposed against the Member or any
associate of the Member (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 Member.
b. 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
Member or any associate of the Member 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
principal activities (in terms of income / revenue) of the Member / associate
companies are carried out or where the headquarters is situated.
Yes
No
13. Whether the Member has been subjected to disciplinary proceedings under the
Rules, Regulations, Business-Rules and Bye-laws of Exchange and / or Clearing
Corporation, or enforcement action under securities laws, with respect to his
business as a stock-broker involving either itself or any of its directors/partners/
proprietor/ shareholders or employees.
Yes
No
14. Whether the Member /directors/partners/promoters/proprietor has been
convicted by a Court of competent jurisdiction for an offence involving moral
turpitude, economic offence, securities laws or fraud.
Yes
No
15. Whether any order for winding up has been passed against the Member.
Yes
No
Sr. No. Particulars Confirmation
by Member*
16. Whether any order, including an order of suspension of certificate of registration
as an intermediary, restraining, prohibiting or debarring the Member
/director/partner/ promoter/proprietor from dealing in commodities/ capital
market or from accessing the commodity market /capital/ securities market has
been passed by SEBI or any other regulatory authority wherein a period of three
years from the date of the expiry of the period specified in the order has not
elapsed.
Yes
No
17. Whether any order cancelling the certificate of registration of the Member has
been passed by SEBI on the ground of its indulging in insider trading, fraudulent
and unfair trade practices or market manipulation wherein a period of three years
from the date of the order has not elapsed.
Yes
No
18. Whether any order withdrawing or refusing to grant any license/ approval to the
Member /director/partner/ promoter/proprietor which has a bearing on the
capital/ securities market, has been passed by SEBI or any other regulatory
authority wherein a period of three years from the date of the order has not
elapsed.
Yes
No
*if yes in any of the above mentioned points, then please submit the details of the same in the prescribed format given below as “Annexure to Undertaking”) Further, We/I also hereby declare that:
Sr. No. Particulars
1. The Member is financially sound.
2. The Member confirms that they have necessary infrastructure like adequate office space,
equipment and man power to effectively discharge the broking activities as per SEBI (Stockbrokers
and Sub Brokers) Regulation, 1992.
3. The Member/directors/partners/promoter/proprietor undertake to intimate the
Exchange/Clearing Corporation immediately in case of any action/ complaints/ investigation/
enquiry by any Statutory Agency/ Regulatory Agency/ Exchange/ Clearing Corporation/ Court/
Tribunal, in future.
4. Our designated directors/designated partners/managing partners/proprietor or whosevers
identified as designated directors/designated partners/managing partners/ proprietor will
continue to meet the eligibility requirements as prescribed in Securities Contracts (Regulation)
Rules, 1957 and SEBI (Stock Brokers & Sub-broker) Regulations, 1992.
5. We will notify the Exchange and / or Clearing Corporation of any subsequent change in our details
and to take SEBI and / or Exchange and / or Clearing Corporation approval for such changes
wherever applicable as per Rules, Business Rules/ Regulations & Bye-laws of the Exchange and / or
Clearing Corporation and SEBI.
6. The Member confirms that as long as the Member is engaged in broking/clearing as a member of
any recognized Exchange/Clearing Corporation, it will engage itself in only such business as a
member of Recognized Exchange/Clearing Corporation permitted to engage in under the Securities
Contracts (Regulation) Rules 1957 and the Rules, Bye-Laws & Regulations of the Stock
Exchange/Clearing Corporation. The Member is aware and acknowledge that if it engages in other
Business, the Exchange/Clearing Corporation will be entitled to take disciplinary action (including
fine, suspension &/or expulsion) against us.
7. The Member /directors/promoters/proprietor and the Key Management Persons (“KMPs”) are ‘fit
and proper person’ as per Schedule II of SEBI (Intermediaries) Regulations, 2008 and SEBI (Stock
Brokers & Sub-brokers) Regulations, 1992 as amended till date including with reference to
following criteria:
i) integrity, reputation and character; ii) absence of conviction and restraint orders; iii) competence including financial solvency and net worth; iv) absence of categorization as a wilful defaulter.
Sr. No. Particulars
8. The Member confirms that as on date we have cleared all our dues to SEBI in respect of all the SEBI
registrations that we hold including SEBI fees, and that we do not have any dues to SEBI
outstanding for payment in respect of all our SEBI registrations, if applicable.
9. The Member confirms to abide by the Rules, Bye-Laws, Regulations/ Business Rules and Circular
issued by the Exchange/Clearing Corporation from time to time.
10. The Member confirms to be liable for all contracts and transactions in the Exchange entered by
them or by our authorized representatives and comply with all requirements of the Clearing
Corporation relating to settlement thereof and also confirm to abide by all decisions of the
Exchange and / or Clearing Corporation with respect to the operation on the Exchange and / or
Clearing Corporation and would perform accordingly in meeting our financial, regulatory and
operational responsibility as decided by the Exchange and / or Clearing Corporation from time to
time.
11. The Member/directors/partners/promoters/ proprietor are aware that if at any time directly or
indirectly through Member/our associate, agents or with any other persons acting in concert,
acquire or hold the equity shares of MCX, they shall adhere to the norms stipulated by SEBI from
time to time with respect to the shareholding in a recognized Stock Exchange, including the
provisions of its circular no. CIR/MRD/DSA/01/2016 dated January 01, 2016 and further undertake
that my/our shareholding shall not exceed beyond the threshold limit as per the norms issued by
SEBI from time to time.
12. We will ensure that the Compliance Officer appointed by us will obtain the required certification(s) as prescribed by SEBI/Exchange from time to time.
The Member declares that the information given above is true, correct and complete to the best of our knowledge
and information and any mis-statement or misrepresentation or suppression of facts in connection with the above
undertaking may entail rejection of my/our application or expulsion of my/our Membership.
________________________ Signature of all Designated Directors/ Designated Partners/ Managing Partners/Proprietor under rubber stamp
Place:
Date:
Note: Please ensure that all the pages of Annexure 2 (Standard Undertaking) should be signed by
Designated Directors/ Designated Partners/ Managing Partners/Proprietor (as applicable)
Annexure to Undertaking
Sr. No.
Reference to
Undertaking point
no.
Month/Year
Details of violations/observatio
ns / matters
requiring attention or action
Regulatory / Relevant Authority
(FMC/ SEBI/ Exchange/Othe
rs**)
Action taken
Corrective Steps taken by thereupon in
respect of observations
Status Amount (if any)
**Other relevant authorities for e.g. EoW/CBI/Tax Departments, FIU, etc.
Annexure 4 (a) Shareholding Pattern and Details of Dominant Promoter Group (Corporate Body)
Share Holding Pattern of _ (Name of the Entity) as on (Current Date)
Total Equity Share capital : Rs.______ (In figures), Rs.____________ (In words).
Total Paid up Equity Share capital: Rs.______ (In figures), Rs.____________ (In words).
Face value of each equity share (or any other instrument): Rs. ____ (In figures) Rs. (In words)
PART I – DOMINANT PROMOTER GROUP
Sr. No. Name of
Dominant
Shareholder #
(Direct DPG) (i)
Person (s)
supporting
Dominant
Shareholder
(Indirect DPG)(ii)
Relation
$ [of (ii)
with (i)]
Residential
address &
Contact No.
No. of
Shares
held
Face
Value
per
Share
(Rs.)
Total
Amount
Paid up
% of Shareholding
@
% of Total
Shareholdi
ng
PAN CIN / LLPN
(In case of
Corporates / LLP)
Self Relatives
1. A
A1
A2
Sub - Total
2. B
B1
B2
Sub - Total
TOTAL DOMINANT PROMOTER GROUP HOLDING (I)
_______________________________________ Signature of Designated Director Under rubber stamp Name of Designated Director
______________________________________ Signature of CA / CS in Practice Signature under Rubber Stamp of Firm
PART II – NON DOMINANT GROUP
Sr.
No.
Name of the Shareholder # No. of Shares
held
Face Value per
Share (Rs.)
Total Amount
Paid up
% of Total PAN
3. C
4. D
TOTAL NON DOMINANT GROUP HOLDING (II)
GRAND TOTAL (I) + (II) 100%
________________________________________
Signature of Designated Director Under rubber stamp Name of Designated Director
__________________________________________
Signature of CA / CS in Practice Signature under Rubber Stamp of Firm
AUDITOR’S CERTIFICATE
This is to certify that with respect to M/s. ___________________, the Details of Shareholding Pattern and Dominant Group Shareholding as given above is based on my / our scrutiny of the books of accounts, records and documents are true and correct to the best of my / our knowledge and as per information provided to my / our satisfaction. Date: For (Name of Certifying Firm) Place:
Name of Partner / Proprietor Chartered Accountant / Company Secretary (In Practice)
Membership No.:____________
UDIN:______________________
(Signature under Rubber stamp of Firm)
Notes: 1. If Annexure 2(a) exceeds one page, all the pages are required to be duly signed and stamped by the Designated Director and Chartered Accountant / Company Secretary in Practice.
2. In case of body corporates forming part of Dominant Promoter Group of the member entity, the details of their shareholding and Dominant Promoter Group shall also be furnished in the same format until the ultimate beneficiaries are identified.
3. In case of HUF, the details of the Karta and the Co-Parceners should be provided separately on the letter head of the HUF. 4. Persons holding 2% or more of the paid up capital should be shown separately and not to be clubbed in others.
5. # All initials to be expanded (full name to be indicated). 6. $ (For arriving at the shareholding of persons constituting the Dominant Promoter Group the shareholding of close relatives as per clause (77) of Section 2 of Companies Act 2013, only may be counted, provided
these relatives give an irrevocable, unconditional support in writing on the prescribed format of MCX and / or MCXCCL.
7. Preference Shareholding Pattern (if any) is required to be submitted separate for the Member Entity and all corporates forming part of Dominant Promoter Group (if any) / Holding Company(s) of the Member entity
Annexure 4 (b) Sharing Pattern and Dominant Promoter Group (Partnership Firm)
Capital of ___________________ (Name of the Partnership Firm) as on _______ (Current Date) is Rs._________________ (in figures)
[Rupees__________________________________ (in words)]
PART I – DOMINANT PROMOTER GROUP
Sr.
No.
Name of
Dominant
Partner
(Direct DPG)#
(i)
Person (s)
supporting
Dominant
Partner
(Indirect DPG)
(ii)
Relation
$ [of (ii)
with (i)]
Residential
address
and Contact no.
Amount of
Capital
Contributed
% of Sharing Ratio
of Profit & Loss
PAN CIN/LLPIN
(in case
of Corporates/
LLP)
Self Relatives
1. A
A1
A2
Sub – Total
2. B
B1
B2
Sub – Total
TOTAL DOMINANT PROMOTER GROUP HOLDING (I)
_______________________________________
Signature of Managing Partner Under rubber stamp Name of Managing Partner
__________________________________________
Signature of CA / CS in Practice Signature under Rubber Stamp of Firm
PART II – NON DOMINANT GROUP Sr.
No.
Name of the Partner # Amount of Capital Contributed
% of Sharing Ratio of
Profit & Loss
PAN
3. C
4. D
Total Non-Dominant Group Holding (II)
GRAND TOTAL (I) + (II) 100%
________________________________________ Signature of Managing Partner Under rubber stamp
Name of the Managing Partner
__________________________________________ Signature of CA / CS in Practice Signature under Rubber Stamp of Firm
AUDITOR’S CERTIFICATE
This is to certify that with respect to M/s. ___________________, the Details of Sharing Pattern & Dominant Promoter Group as given above is based on my / our scrutiny of the books of accounts, records and documents are true and correct to the best of my / our knowledge and as per information provided to my / our satisfaction. Date: For (Name of Firm) Place:
Name of the Partner / Proprietor [Chartered Accountant / Company Secretary] Membership Number -: UDIN: Signature under Rubber stamp of firm
Notes:
1. If Annexure 2(b) exceeds one page, all the pages are required to be duly signed and stamped by the Managing Partner and Chartered Accountant / Company Secretary in Practice. 2. In case of body corporates forming part of Dominant Promoter Group of the member entity, the details of their shareholding and Dominant Promoter Group shall also be furnished in the same format until the
ultimate beneficiaries are identified. 3. In case of HUF, the details of the Karta and the Co-Parceners should be provided separately on the letter head of the HUF. 4. # All initials to be expanded (full name to be indicated).
5. $ Relatives as per sub – section (77) of Section 2 of the Companies Act, 2013, only may be counted, provided these relatives give an irrevocable, unconditional support in writing on the prescribed f ormat of MCX/MCXCCL
Annexure 4 (c) Sharing Pattern and Dominant Promoter Group - Limited Liability Partnership (LLP)
Capital Contribution of ___________________ (Name of the LLP) as on _______ (Current Date) is Rs.______________ (in figures) [Rupees__________________________________ (in words)]
PART I – DOMINANT PROMOTER GROUP
Sr. No.
Name of Dominant Partner (Direct DPG)# (i)
Person (s) supporting Dominant Partner (Indirect DPG) (ii)
Relation $ [of (ii) with (i)]
Residential address and Contact no.
Capital Contribution (in Rs.)
% of Sharing Ratio of Profit & Loss
PAN LLPIN
Self Relatives
1. A A1
A2
Sub – Total
2. B B1
B2
Sub – Total
TOTAL DOMINANT PROMOTER GROUP HOLDING (I)
________________________________________ Signature of Designated Partner Under rubber stamp Name of Designated Partner
__________________________________________ Signature of CA / CS in Practice
Signature under Rubber Stamp of Firm
PART II – NON DOMINANT GROUP Sr.
No.
Name of the Partner # Capital Contribution (in Rs.) % of Sharing Ratio of
Profit & Loss
PAN
C
D
Total Non-Dominant Group Holding (II)
GRAND TOTAL (I) + (II) 100%
________________________________________ Signature of Designated Partner Under rubber stamp Name of Designated Partner
__________________________________________ Signature of CA / CS in Practice Signature under Rubber Stamp of Firm
AUDITOR’S CERTIFICATE
This is to certify that with respect to M/s. ___________________Details of Sharing Pattern and Dominant Promoter Group as given above is based on my / our scrutiny of the books of accounts, records and documents are true and correct to the best of my / our knowledge and as per information provided to my / our satisfaction Date: For (Name of Firm) Place:
_______________________________________________________________ Name of the Partner/Proprietor [Chartered Accountant / Company Secretary]
Membership Number - UDIN: Under Rubber stamp of firm
Notes:
1. If Annexure 2(c) exceeds one page, all the pages are required to be duly signed and stamped by the Designated Partner and Chartered Accountant / Company Secretary in Practice.
2. In case of body corporates forming part of Dominant Promoter Group of the member entity, the details of their shareholding and Dominant Promoter Group shall also be furnished in the same format until the ultimate
beneficiaries are identified. 3. In case of HUF, the details of the Karta and the Co-Parceners should be provided separately on the letter head of the HUF.
4. # All initials to be expanded (full name to be indicated).
5. $ Relatives as per sub – section (77) of Section 2 of the Companies Act, 2013, only may be counted, provided these relatives give an irrevocable, unconditional support in writing on the prescribed format of MCX/MCXCCL.
Annexure : 5 (a)
(For Corporate Body) (To be provided on the Letterhead of the Member)
_________________________________ Signature of Designated Director Under rubber stamp Name of the Designated Director
_________________________ Signature of CA / CS in Practice Signature under Rubber Stamp of Firm
Details of All Directors as on date __________
Sr. No. Particulars 1. 2. 3.
1. Full Name First Name:
Middle Name:
Surname:
First Name:
Middle Name:
Surname:
First Name:
Middle Name:
Surname:
2. Designated Director (minimum two) Yes/No Yes/No Yes/No
3. Citizenship Details
4. Passport No.
Place of Issue:-
Valid till:-
Place of Issue:-
Valid till:-
Place of Issue:-
Valid till:-
5. Date of Birth
6. Date of Appointment
7. PAN
8. Aadhaar No.
9. DIN
10. Qualification (minimum HSC (12th))
11. Experience (in years)
(add annexures if multiple)
Name of
Organisation:
Designation:
Field/Activity:
From:
To:
Name of
Organisation:
Designation:
Field/Activity:
From:
To:
Name of
Organisation:
Designation:
Field/Activity:
From:
To:
12. Residence Address
City: District: State/ Union Territory: Pin Code: Tel No(s): Fax No(s):
13. Mobile No.:
14. Email ID:
15. Equity Shareholding in applicant Entity (% of Total)
16. Directorship/ Controlling shareholding in other Cos / entities
If Yes, then please provide:
a) Name of Entity
b) SEBI Registration No. (if applicable)
c) Nature of Interest
d) From Date
e) To Date
f) PAN of Entity
g) CIN (if applicable)
Yes/No Yes/No Yes/No
17. Whether Director is disqualified under section 164 of
Companies Act, 2013?
If yes, provide details of action u/s 167 of Companies Act ,2013
Yes/No Yes/No Yes/No
Certificate This is to certify that the details of directors and their shareholding in ______________ (name of Member entity) and the details of their Directorships / controlling shareholding in other companies / entities, as given above, based on my/ our scrutiny of the books of accounts, records and documents is true and correct to the best of my/our knowledge and as per information provided to my/our satisfaction. Further, based on the information, explanation and documents given to us, we state that the designated directors as mentioned above meet the eligibility requirements as prescribed in Securities Contracts (Regulation) Rules, 1957 and SEBI (Stock Brokers & Sub-brokers) Regulations, 1992.
Date: For (Name of Certifying Firm)
Place: Name of the partner/proprietor
Chartered Accountant/Company Secretary Membership No UDIN (Rubber Stamp of Firm)
If the aforesaid declaration exceeds in more than one page, please take the signature of Designated
Director and Chartered Accountant / Company Secretary in practice on all the pages.
Notes:
1. Any appointment /resignation of a designated director requires prior approval of Exchange as per circular no. MCX/MEM/324/2016 dated September 29, 2016
2. Member should have atleast two designated directors (A designated director is one who is a altleast HSC (12th std.) by qualification and possesses atleast 2 years of experience as prescribed in Rule of SCRR 1957 (as amended)
3. If the directorship / controlling shareholding in other cos/ entities is provided as Annexure, then the same should be certified by the designated director alongwith sign and stamp of the Chartered Accountant/Company Secretary in
practice
Annexure : 5 (b)
For Partnership and Limited Liability Partnership (LLP)
(To be provided on the Letterhead of the Member)
____________________________________ Signature of Managing / Designated Partner Under rubber stamp Name of the Managing / Designated Partner
____________________________ Signature of CA / CS in Practice Signature under Rubber Stamp of Firm
Details of Partners as on _________________ (Current Date)
Sr. No. Particulars 1. 2. 3.
1. Full Name First Name:
Middle Name:
Surname:
First Name:
Middle Name:
Surname:
First Name:
Middle Name:
Surname:
2. Managing Partner (minimum two) Yes/No Yes/No Yes/No
3. Citizenship Details
4. Passport No.
Place of Issue:-
Valid till:-
Place of Issue:-
Valid till:-
Place of Issue:-
Valid till:-
5. Date of Birth
6. Date of Appointment
7. PAN
8. Aadhaar No.
9. DPIN (in case of LLP)
10. Qualification (minimum HSC (12th))
11. Experience (in years)
(add annexures if multiple)
Name of Organisation:
Designation:
Field/Activity:
From:
To:
Name of Organisation:
Designation:
Field/Activity:
From:
To:
Name of Organisation:
Designation:
Field/Activity:
From:
To:
12. Residence Address
City: District:
State/ Union Territory: Pin Code: Tel No(s): Fax No(s):
13. Mobile No.:
14. Email ID:
15. Capital Sharing in applicant Entity (% of Total)
16. Directorship/ Controlling shareholding in
other Cos / entities
If Yes, then please provide:
h) Name of Entity
i) SEBI Registration No. (if applicable)
j) Nature of Interest
k) From Date
l) To Date
m) PAN of Entity
n) CIN (if applicable)
Yes/No Yes/No Yes/No
Certificate This is to certify that the details of partners and their sharing pattern in ______________ (name of Member entity) and the details of their Directorships / controlling shareholding in other companies / entities, as given above, based on my/ our scrutiny of the books of accounts, records and documents is true and correct to the best of my/our knowledge and as per information provided to my/our satisfaction. Further, based on the information, explanation and documents given to us, we state that the designated partners as mentioned above meet the eligibility requirements as prescribed in Securities Contracts (Regulation) Rules, 1957 and SEBI (Stock Brokers & Sub-brokers) Regulations, 1992.
Date: For (Name of Certifying Firm)
Place: Name of the partner/proprietor
Chartered Accountant/Company Secretary Membership No UDIN (Rubber Stamp of Firm)
If the aforesaid declaration exceeds in more than one page, please take the signature of Managing /
Designated Partner and Chartered Accountant / Company Secretary in practice on all the pages.
Notes:
1. Any appointment /resignation of a Designated / Managing Partner requires prior approval of Exchange.
2. Member should have atleast two Designated / Managing Partners (A Designated / Managing Partner is one who is a
altleast HSC (12th std) by qualification and possesses atleast 2 years of experience as prescribed in Rule of SCRR 1957 (as amended)
3. If the directorship / controlling shareholding in other cos/ entities is provided as Annexure, then the same should be certified by the Designated / Managing Partner alongwith sign and stamp of the Chartered Accountant/Company Secretary in practice
Annexure : 5 (c)
For Individual / Proprietor
(To be provided on the Letterhead of the Member)
Details of an Individual / Proprietor as on_________________ (Current Date)
Sr. No. Particulars
1. Full Name First Name:
Middle Name:
Surname:
2. Citizenship Details
3. Passport No.
Place of Issue:-
Valid till:-
4. Date of Birth
5. PAN
6. Aadhaar No.
7. Qualification (minimum HSC (12th))
8. Experience (in years)
(add annexures if multiple)
Name of Organisation:
Designation:
Field/Activity:
From:
To:
9. Residence Address
City: District: State/ Union Territory: Pin Code: Tel No(s): Fax No(s):
10. Mobile No.:
11. Email ID:
12. Directorship/ Controlling shareholding in other
Cos / entities
If Yes, then please provide:
o) Name of Entity
p) SEBI Registration No. (if applicable)
q) Nature of Interest
r) From Date
s) To Date
t) PAN of Entity
CIN (if applicable)
Yes/No
Signature of Proprietor Under rubber stamp Name of Proprietor
Signature of CA / CS in Practice Signature under Rubber Stamp of Firm
Certificate This is to certify that the Details of Individual / Proprietor in ______________ (name of Member entity)
and the details of their Directorships / controlling shareholding in other companies / entities, as given
above, based on my/ our scrutiny of the books of accounts, records and documents is true and correct to
the best of my/our knowledge and as per information provided to my/our satisfaction.
Further, based on the information, explanation and documents given to us, we state that the proprietor as mentioned above meet the eligibility requirements as prescribed in Securities Contracts (Regulation) Rules,
1957 and SEBI (Stock Brokers & Sub-brokers) Regulations, 1992.
Date: For (Name of Certifying Firm)
Place: Name of the partner/proprietor
Chartered Accountant/Company Secretary Membership No UDIN (Rubber Stamp of Firm)
If the aforesaid declaration exceeds in more than one page, please take the signature of Managing /
Designated Partner and Chartered Accountant / Company Secretary in practice on all the pages.
Notes:
If the directorship / controlling shareholding in other cos/ entities is provided as Annexure, then the same should be certif ied by the Individual / Proprietor alongwith sign and stamp of the Chartered Accountant/Company Secretary in practice
Annexure 6
Minimum Networth Requirement
Minimum Networth Requirement as given below :
Sr. No. Member Type Networth Requirement
(in L C Gupta Format)
1 Stock Broker/ Trading Member -TM Rs. 10 Lakh (for Individual and Partnership firm) Rs. 25 Lakh (for Corporate and LLP)
2 Stock Broker and Self Clearing Member / Trading-cum-Clearing Member - TCM
Rs. 100 Lakh
3 Stock Broker and Clearing Member / Institutional Trading-cum-Clearing Member-ITCM
Rs. 300 Lakh
4 Clearing Member / Professional Clearing
Member - PCM
Rs. 500 Lakh
Annexure 7 Actions for Non-Compliance
Non-compliances with respect to Non/ Delay submission of Annual Audited Accounts/ Returns and data with respect to monitoring of financial strength of Members
(refer Exchange Circular MCX/INSP/400/2017 dated October 30, 2017 and MCX/INSP/731/2020 dated October 01, 2020) Table 1
Sr. No Violations Applicable Penalties / Disciplinary Action 1 Failure to furnish Annual Audited
Accounts/ Returns by January 31, 2021. Delayed/non-submission of data with respect to monitoring of financial strength of Members (ratios/indicators)
Charges of Rs.200/- per day for 1st Month from the due date Charges of Rs.500/- per day for 2nd month after due date till date of submission or disablement 2 weeks’ notice shall be given to the Member after the 2nd month from the due date, subsequent to which the Member shall be disabled (suspended square off mode) in all segments of the Exchange.
Non-compliances with regards to change in Directors/Partners without prior approval of / Intimation to the Exchange (refer Exchange circular MCX/MEM/052/2018 dated February 16, 2018)
Table 2
Sr. No Violations Applicable Penalties / Disciplinary Action
1 Change in Designated Directors/ Designated Partners/ Managing Partners without obtaining the prior approval
Rs.5000/- per instance (i.e. per Director/Partner)
2 Change in Ordinary Directors/ Partners without intimation to the Exchange within 15 days from the date of such change in ROC/ROF
Issue of warning letter
3 Non-Submission of application/ complete documents (as per applicable checklist) by the member for Post facto approval for changes in Designated Directors/ Designated Partners / Managing Partners
On completion of 3 months from : The date of intimation by the Exchange sent to the member requiring him to submit the post facto application; or The date of receipt by the Exchange of the incomplete application from the members, whichever is earlier.
Thereafter, 4 weeks’ notice shall be given to the member to submit the complete documents (as per applicable checklist). On his failure to do so within the notice period, the member’s terminals shall be disabled (suspended square off mode) till the time the member submits complete documents for such post facto changes.
(the said disciplinary action is in addition to the penalties stated at Sr. No. 1 of Table 2 above)
Non-compliances with regards to change in Shareholding Pattern (SHP)/Sharing Pattern (SP) without the approval of the Exchange (refer Exchange circular MCX/MEM/052/2018 dated February 16, 2018)
Table 3
Sr. No Violations Applicable Penalties / Disciplinary Action
1 Post facto changes in Shareholding / Sharing pattern involving dilution not below the minimum prescribed shareholding/sharing pattern of the Dominant Promoter Group
Rs.10,000/-
2 Any other change in Shareholding / Sharing pattern of the Member without the approval of the Exchange.
Rs.2,500/-
3 Post facto changes resulting in dilution of the Shareholding / Sharing pattern ratio of the Dominant Promoter Group (DPG) below 51%
Rs.1,00,000/-
4 Non-Submission of application/ complete documents (as per applicable checklist) by the Member for Post facto approval for changes in Shareholding / Sharing pattern leading to dilution of holding of Dominant Promoter Group below 51%
On completion of One month from: The date of intimation by the Exchange sent to the member requiring him to submit the post facto application; or The date of receipt by the Exchange of the incomplete application from the member, whichever is earlier Thereafter, 4 weeks’ notice shall be given to the member to submit the complete documents (as per applicable checklist). On his failure to do so within the notice period, the member’s terminals shall be disabled (suspended square off mode) till the time the member submits complete documents for such post facto changes.
(the said disciplinary action is in addition to the penalties stated at Sr. no. 3 of Table 3 above)
Note : 1. The aforesaid penalties (plus applicable taxes) would apply in cases where members have not taken
prior approval from the Exchange before undertaking changes in their or their holding company’s shareholding/sharing pattern/Dominant Promoter Group (DPG) etc.
2. In cases of change in control, apart from the recovery of penalty (as stated above) Exchange may
consider putting trading terminals of the member into square off mode with immediate effect, if the new DPG are not found to be “Fit and Proper” in terms of SEBI (Intermediaries) Regulations, 2008.
Penalty for not meeting Networth requirements (refer Exchange circular MCX/MEM/327/2018 dated August 22, 2018)
Table 4 Category For Trading Members
(who are not Clearing Members)
For Clearing Members (i.e. TCM/ ITCM/ PCM)
Penalty to be levied *Effective Deposits to be blocked Networth shortfall less than or equal to 10% of the prescribed minimum
Rs. 10,000/- 10% of Effective Deposits will be blocked and will not be available for margin purpose
Networth shortfall less than or equal to 25% of the prescribed minimum
Rs. 15,000/- 25% of Effective Deposits will be blocked and will not be available for margin purpose
Networth shortfall less than or equal to 50% of the prescribed minimum
Rs. 20,000/- 50% of Effective Deposits will be blocked and will not be available for margin purpose
Networth shortfall less than or equal to 90% of the prescribed minimum
Rs. 30,000/- 90% of Effective Deposits will be blocked and will not be available for margin purpose
Networth shortfall greater than 90% Trading Terminal/s shall be disabled (suspended square off mode) with immediate effect.
* Effective Deposits = Total Deposits minus Minimum Liquid Networth (MLN)#
Notes to Table : i) In case of ITCMs/PCMs, if net worth falls below prescribed limit, other than blocking of Effective
Deposit, ITCMs/PCMs will be allowed 2 months’ time from the date of submission or the time
prescribed by the Exchange (for disablement of terminal for non-submission under the applicable
circular), whichever is earlier, to increase their networth (under intimation to the Trading
Members(TMs) associated with such ITCMs/PCMs), failing which, they will not be allowed to clear
trades of TMs affiliated to them. TMs associated with such ITCMs/PCMs may make alternative
clearing arrangements during this two months period. Further, the Exchange will also not allow
any new TMs being affiliated to these ITCMs/PCMs.
ii) It may be further noted that, Computation of Networth by method other than the L.C. Gupta
method, shall be treated as Non-submission of Networth and appropriate penalty/actions as
applicable (i.e. as per Exchange circular no. MCX/INSP/400/2017 dated October 30, 2017) for Non-
submission of Networth will be initiated accordingly.
Additional Penalty for not meeting Networth requirements (refer Exchange circular MCX/MEM/604/2019 dated October 23, 2019) Further, to the above mentioned penalty / disciplinary action, in case Member having trading rights (i.e. TM, TCM and ITCM) reporting shortfall in Networth as on March 312020, fails to submit the revised Networth certificate meeting the Networth requirement by next submission cycle i.e. September 30, 2020, the Trading terminals of such members shall be disabled (put under suspended square off mode).
Annexure 8
User Manual for submission of Annual Returns and details of Financial
Strength
Step1: Login
Login into Portal using link https://member.mcxindia.com
Step2: Kindly click on Membership and in drop down menu click on Annual Accounts & Returns and
following screen will appear
Step 3: Enter the details
Note : Please enter the details as per the computation of the Networth in L.C.Gupta format.
================================================================
Step 3 (continued): Upload all the attachments
Step 4: For Annual Returns-Member profile details
Members are required to log in to MMPI portal (https://memprofile.mcxindia.com) and click on
Downloads. Please ensure that all the details are updated in MMPI portal before downloading the
same.
Step 5: When Member click on Downloads, the following screen will appear. Member is required to download the file and take the print of the same on the letterhead.
Step 6: When Member clicks on PDF format, the following PDF will be displayed. Member can save
the same on the desktop. Member is required to take the print on the Letter head. All the pages are
required to be signed by Designated director/ Designated partner/ Managing partner/ Propreitor.
Step 7 : After taking print on the letterhead, Member is required to upload the same on Enhanced supervision portal at “Annual returns-Member profile Details”
Member can save the entered details by clicking on “SAVE” button
Step 8: After entering the details of Networth and uploading the documents please click on “Next”
Step 9- After Member clicks on Next, following screen will appear-
The Member needs to enter details for current year and previous year (if the same was not already filled
in). Member may note that All fields are compulsory. After entering the details member may click on
save button or may proceed further to submit the data by clicking on submit button.
Step 10- After Member submit to the Exchange, the following notification will appear
Member will also receive an e-mail from [email protected] at its designated e-mail id
acknowledging submission of Annual Returns.
Annexure 9
Guidelines pertaining to Statutory Auditors
As per the guidelines mentioned in the SEBI circular reference no
SEBI/HO/MIRSD/MIRSD2/CIR/P/2016/95 dated September 26, 2016:
1) No stock broker shall appoint or re-appoint- a) An individual as statutory auditor for more than one term of five consecutive years; and
b) An audit firm as statutory auditor for more than two terms of five consecutive years;
2) Provided that-
a) An individual statutory auditor who has completed his terms under clause 1 (a) above shall not be eligible for re-appointment as statutory auditor for the same stock broker for five years from the completion of his term.
b) An statutory audit firm which has completed his terms under clause 1 (b) above, shall not be eligible for re-appointment as statutory auditor for the same stock broker for five years from the completion of such term.
Provided further that as on the date of appointment no statutory audit firm having a common partner or
partners to the other audit firm, whose tenure has expired for a stock broker immediately preceding the
financial year, shall be appointed as statutory auditor of the same stock broker for a period of five years.
The above provisions are applicable from Financial Year 2017-18.
All the members are required to take note of the same and ensure adherence to the provisions.
Further, Members are also requested to refer Exchange Circular MCX/MEM/104/2019 dated February
28, 2019 w.r.t. Intimation of Change in Statutory Auditor.
Annexure 10 Inactive Member undertaking
Date: ____________ To, Membership Department
Multi Commodity Exchange of India Limited and / or Multi Commodity Exchange Clearing Corporation Limited Exchange Square, Suren Road, Andheri East, Mumbai – 400093, India Sub: ____________ (Trade Name); Member ID:________________ Dear Sir, We hereby declare and confirm as under:
1. We have not traded on the Exchange in the last financial year i.e., 2019-2020 and have
not traded on the Exchange from April 01, 2019 till date.
2. We hereby declare that there is no change in the Designated Directors/Designated
Partners/ Managing Partners/ Directors/ Partners (as applicable), Shareholding
Pattern/ Sharing Pattern (as applicable) and Dominant Promoter Group (DPG) and if
there is any change the same will be intimated to the Exchange in the prescribed
format and we undertake to obtain necessary approvals from the Exchange as may be
required.
3. Further, we are enclosing following documents as per the circular:
a. Networth Certificate (Audited) and its computation in prescribed format of the Exchange.
b. Audited Financial Statements as on March 31, 2020 i.e. Balance Sheet along with its Schedules, Profit & Loss Account, Auditor Report, Director Report (if applicable)
c. Annual Returns - Member Profile Details
Yours faithfully,
For (Name of the Member) ________________________ Signature of Designated Director/ Designated Partner/ Managing Partner/Proprietor under rubber stamp