APNA GODAM TECHNOLOGIES PRIVATE LIMITED

• 5. Termination of Membership
  • 5.1 Surrender of Membership
  • 5.2 Withdrawal of surrender Application
• 6. Unique Client Code
  • 6.1 Updating of Unique Client Codes and Mandatory requirement of Permanent Account Number (PAN)
  • 6.2 Due diligence of Unique Client Code w.r.t having multiple Permanent Account Numbers (PAN’s) with the same name and same bank account number
  • 6.3 Error Account
  • 6.4 Permanent Account Number (PAN) Verification Mechanism
  • 6.5 PAN-Aadhar Linking
  • 6.6 Nomination for Eligible Trading Account
  • 6.7 Mobile Number Revocation list (MNRL) published on Telecom Platform y Authority of India (TRAI) website
  • 6.8 Instructions to Principal Entities under Telecom Commercial Communication Customer Preference Regulations, 2018 - Measures to Curb Misuse of Headers and Content Templates – SMSs
  • 6.9 Guidelines in pursuance of amendment to PLATFORM KYC (Know Your client) Registration Agency (KRA) Regulations, 2011
• 7. Schedule of Charges/penalties
  • 7.1 Annexure I- Schedule of Charges
  • 7.2 Annexure II- Schedule of Penalties
  • 7.3 Annexure A: Details of Mandatory display on Member website
  • 7.4 Annexure B: - Formats of Mandatory display
  • 7.5 Annexure A- Format Declaration-Cum-Undertaking
• 8. Reporting Requirements / Continuous Compliance Requirements
• 9. Appendix: List of Circulars/ Notifications/ Communications

1. Member

1.1 Admission of New Members

Eligibility criteria

Following persons are eligible to become members of the Platform:

• a) Individuals
• b) Sole proprietorships
• c) Partnership Firms Registered under Indian Partnership Act, 1932
• d) Limited Liability Partnership firm (LLP) registered under Limited Liability Partnership Act, 2008 Companies,
• e) Corporations or institutions incorporated under Companies Act, 1956 or 2013 or under any central or state legislation and are permitted under their Memorandum of Association or applicable constitution document for engaging in production / trading / consumption / broking in commodities. The Applicants who are in the process of being incorporated under Companies Act, 1956 or enactment as mentioned above or in the process of amending their Memorandum of Association or their constitution document to include the activities mentioned above as permitted activities, may also apply. However, their membership will be effective only upon completion of the aforesaid process to the satisfaction of AGTPL.
• f) Such other persons / entities as may be permitted by the relevant authority of AGTPL.

1.1.1 Individuals / Sole Proprietor

1.1.2 Partnership firm registered under the Indian Partnership Act, 1932

An applicant who is Partnership firm shall be required to meet the following requirements:

No trading member shall, at the same time, be a partner in more than one partnership firm which is a trading member of the Platform

1.1.3 Limited Liability Partnership (LLP) as defined in the Limited Liability Partnership Act, 2008

An applicant who is LLP shall be required to meet the following requirements:

a. Such “limited liability partnership” undertakes to comply with such financial requirements and norms as may be provided by the Platform for registration of such limited liability partnerships.

1.1.4 Bodies Corporates

An applicant who is body corporate shall be required to meet the following requirements:

• a. such company is formed in compliance with the relevant provisions of Companies Act, 1956 & 2013 amended from time to time
• b. a majority of the directors of such company are shareholders of such company and also members of that stock Platform; and
• c. the directors of such company, who are members of that stock Platform, have ultimate liability in such company
• d. such company undertakes to comply with such financial requirements and norms as may be specified by the Platform for the registration of such company under sub-section (1) of section 12 of the Platform Act, 1992 (15 of 1992);
• e. the directors of the company are not disqualified from being members of a stock Platform under19 [clause (1) [except sub-clause (b) and sub-clause (f) thereof] or clause (3) [except sub-clause (a) and sub-clause (f) thereof]] and the Directors of the company had not held the offices of the Directors in any company which had been a member of the stock Platform and had been declared defaulter or expelled by the stock Platform; and
• f. Any other eligibility norms as may be specified under SCRR of by PLATFORM /Platform from time to time

1.1A An Other Eligibility Norms

The applicant should comply with the following requirements:

• a) Applicant is required to refer Platform and comply with the same at all points of time
• b) Each Trading Member shall at all times maintain such infrastructure, staff, communication facilities and records so as to be able to service his constituents satisfactorily and as per the requirements prescribed by the Platform or the relevant authority in its Act/Regulations
• c) Applicant shall at all times maintain Positive net worth
• d) Applicant shall abide by rules, regulations of the Platform

1.2 Types of membership

• a) Trading Member (TM) / Commodity Broker-

  The Trading member shall have the right to trade on the Platform on their own account as well as on the account of clients registered with them but shall not have the right to clear and settle such trades themselves. Such a member shall be affiliated with either any one of the Strategic Trading-cum-Clearing Member (STCM) or Professional Clearing Member (PCM) for clearing their trades/transactions.

• b) Trading-cum-Clearing Member (TCM) / Self Clearing Member (SCM) –

  TCMs shall be the Members admitted as such by the Platform who shall be entitled to trade on the Platform on be of their constituents/clients and/or on their own account and shall also be entitle to clear and settle all such trades done by them.

• c) Strategic Trading-cum-Clearing Member (STCM) / Trading Member & Clearing Member –

  STCMs registered with the Platform may, in addition to existing rights and responsibilities as TCM, shall be entitled to and liable to settle and clear the trades/transactions done by the Members affiliated with it viz. TCMs or TMs

1.3 Fee and Deposit Structure

The Admission Fee, Deposits comprising of Initial Security Deposit, Base Minimum Capital, Base Capital, Cash Deposit (as applicable) and other fees / charges would be applicable to the applicants / members as specified by the Platform and/or Platform from time to time.

The fee and deposit and net worth structure for the above-mentioned categories of Membership are as under:

Notes:

• • If it’s in the Interest of Platform then in selective cases requirement of security deposit can be waved by Board of Directors in a Board Meeting.

1.4 Admission forms, documents and enablement process

• i. The applicant is required to submit an Online application for Membership on SaudaBahi.com. Applicants are also required to give documents as may be specified by the Platform.
• ii. The application shall have to be submitted along with such fees, security deposit and other monies in such form and in such manner as may be specified by the relevant authority from time to times
• iii. The applicant might be called upon to appear before Membership Department for a personal interview online or physically. The relevant authority may admit the applicant to the trading membership of the Platform provided that the person satisfies the eligibility conditions and other procedures and requirements of admission. The relevant authority may at its absolute discretion reject any application for admission without communicating the reason thereof.
• v. The Members of the Platform are required to be registered with Platform and shall comply with Rules and Regulations of the Platform.
• vi. Every applicant / member is required to –
  • a) Maintain net worth as specified by the Platform/Platform during the entire period of the membership and should be computed as per the format specified by the Platform/platform from time to time.
  • b) Make payment of fees from time to time
  • c) Obtain Indemnity Insurance policy/cover every year as may be specified by the Platform from time to time
  • d) Have necessary infrastructure, viz., adequate office space, equipment, manpower and such other infrastructural facilities as may be specified from time to time
  • e) Maintain designated website incorporating details issued by the Platform
  • f) Abide by the circulars and notifications issued by the Platform.
• vii. The Platform has absolute discretion to modify/cancel any of the terms and conditions related to membership.

Reference:

• ⮚ Clause-11 of Rule 56B of Rajasthan APMC Rules1963 & likewise State wise

2. Continued membership requirement

2.1 DEPOSITS AND NETWORTH REQUIREMENT

All Members are required to ensure that the conditions and requirements for continued admittance to membership, prescribed from time to time, including maintenance of minimum net-worth are adhered to. The trading membership of any person who fails to meet these requirements shall be liable to be terminated.

The Deposits and the net-worth requirements for each category of Membership is specified at structure

Base Minimum Capital (BMC)

The member shall maintain the prescribed BMC as per their membership categories:

Minimum 50% of the BMC shall be in the form of cash(In Escrow) and balance 50% can be in the form of Collateral i.e., Fixed deposit / Bank guarantee/Commodity kept in warehouse.

2.2 Net worth:

All Members are required to maintain the prescribed minimum net-worth all times and submit the Net-worth certificate on a yearly basis to the Platform.

Member shall be required to submit the yearly net-worth within 2 months from the end of the respective year i.e., for the year ending March, the due date shall be May 31st.

3. PLATFORM APPROVALS / INTIMATIONS

• 3.1 CHANGE IN SHAREHOLDING / PROFIT SHARING PATTERN

  As per Platform guidelines, all members are required to seek prior approval of the Platform only in case of change in shareholding without change in control. With regard to change in control, members are required to seeking prior approval of the Platform .

  Monetary penalty as prescribed by Platform will be levied in case of change in shareholding pattern without Platform approval.

  • 3.1.1 Ultimate Beneficiary Owner (UBO) Identification

    In accordance with the provisions of Prevention of Money Laundering Act (PMLA) the beneficial owner shall be identified as per below criteria

    • a. more than 10% of shares or capital or profits of the juridical person, where the juridical person is a company;
    • b. more than 10% of the capital or profits of the juridical person, where the juridical person is a partnership; or
    • c. More than 15% of the property or capital or profits of the juridical person, where the juridical person is an unincorporated association or body of individuals.
    • d. In case of a trust, the identity of the settler of the trust, the trustee, the protector, the beneficiaries with 10% or more interest in the trust and any other natural person exercising ultimate effective control over the trust.

    In case of non-individuals except listed entities, the immediate promoter / partner and the Ultimate Beneficial Owner should be provided.

• • 3.1.2 Exceptions where UBO is/are not to be identified:
    • i. Where the client or the owner of the controlling interest is a company listed on a stock Platform or is a majority-owned subsidiary of such a company, it is not necessary to identify and verify the identity of the ultimate beneficial owner of such companies.
    • ii. In cases, where the identification of promoter group is not practically possible in terms of the aforesaid norms, then the Platform, at its sole discretion, reserves the right on deciding on identification of promoter norms by adding certain conditions, if required.
  • 3.1.3 Important Notes:
    • 3.1.3.1 The Commodity Broker/ depository participant shall provide reasons for any change in shareholding of promoter (member entity, holding company, corporate promoter etc.); whether or not constituting change in control
    • 3.1.3.2 The nominated list of promoters may or may not be holding any shareholding/ partnership interest in entity
    • 3.1.3.3 Inclusion or addition of another shareholder as a part of promoter shall not be treated as change in control so far as the earlier group of promoters hold the controlling stake. In case the existing promoters dilutes its controlling stake below 51%, the same shall be treated as change in control
  • 3.1.4 Guidelines with regard to Shareholding/ Promoter Group of applicant/member entity
    • i. Once a member/applicant nominates/determines promoter group, it is to be ensured that the promoter group always maintains among itself the minimum required shareholding as specified above at all points of time.
    • ii. Any change in the shareholding pattern (SHP) of the member entity / or its holding company shall be affected only with the prior written approval of the Platform.
    • iii. Any approval conveyed by the Platform for change in SHP/Promoter/partners/change in constitution/transfer of membership will be valid only for 6 months from the date of approval letter. In case, Member fails to execute the proposal during that period, they are required to obtain fresh approval from the Platform.
    • iv. Any shareholders/person holding more than 2% stake in member entity, will be required to submit copies of PAN card. However, this may not be made applicable in case of listed entities /foreign entities.
    • v. Corporate shareholder (s) who are holding more than 10% of paid-up equity capital of Member Company, are required to submit their shareholding pattern.
    • vi. Relatives for the purpose of this circular will be as defined in clause (77) of section 2 of Companies Act2013

• 3.2 Guidelines on transfer of shareholding among immediate relatives and transmission of shareholding:
  • 1. Transfer /transmission of shareholding in case of unlisted body corporate intermediary:

    In following scenarios, change in shareholding of the intermediary will not be construed as change in control:

    • a) Transfer of shareholding among immediate relatives shall not result into change in control. Immediate relative shall be construed spouse of that person, or any parent, brother, sister or child of the person or of the spouse;
    • b) Transfer of shareholding by way of transmission to immediate relative or not, shall not result into change in control.
  • 2. Transfer /transmission of shareholding in case of a proprietary firm type intermediary:

    In case of an intermediary being a proprietary concern, the transfer or bequeathing of the business/capital by way of transmission to another person is a change in the legal formation or ownership and hence by the definition of change in control, such transmission or transfer shall be considered as change in control. The legal heir / transferee in such cases is required to obtain prior approval and thereafter fresh registration shall be obtained in the name legal heir/transferee

  • 3. Transfer /transmission of ownership interest in case of partnership firm type intermediary:

    Change in partners and their ownership interest of the partnership firm type intermediary shall be dealt in following manner:

    • a) Transfer of ownership interest in case of partnership firm: In case entity is registered as a partnership firm with more than two partners, then inter-se transfer amongst the partners shall not be construed to be change in control. Where the partnership firm consists of two partners only, the same would stand as dissolved upon the death of one of the partners. However, if a new partner is inducted in the firm, then the same would be considered as a change in control, requiring fresh registration and prior approval of Platform.
    • b) Transmission of ownership interest in case of partnership firm: Where the partnership deed contains a clause that in case of death of a partner, the legal heir(s) of deceased partner be admitted, then the legal heir(s) may become the partner (s) of the partnership firm. In such scenario the partnership firm is reconstituted. Bequeathing of partnership right to legal heir(s) by way of transmission shall not be considered as change in control.
• 3.3 Procedure for seeking prior approval for change in control

  The process of providing approval to the proposed change in control of Commodity Broker/clearing member (hereinafter referred as intermediary or applicant), it has been decided as under:

  • I. The Intermediary shall make an online application to Platform for prior approval.
  • II. The online application in portal shall be accompanied by the following information/declaration/undertaking about itself, the acquirer(s)/the person(s) who shall have the control and the directors/partners of the acquirer(s)/ the person(s) who shall have the control:
    • a. Current and proposed shareholding pattern of the applicant

• • • b. Whether any complaint is pending? If yes, steps taken and confirmation that the acquirer/ the person who shall have the control shall resolve the same.
    • c. Details of litigation(s), if any.
    • d. Confirmation that all the fees due to Platform have been paid.
    • e. Declaration cum undertaking of the applicant and the acquirer/ the person who shall have the control (in a prescribed format enclosed at Annexure A), duly stamped and signed by their authorized signatories that
      • i. there will not be any change in the Board of Directors of incumbent, till the time prior approval is granted;
      • ii. pursuant to grant of prior approval by Platform , the incumbent shall inform all the existing investors/ clients about the proposed change prior to effecting the same, in order to enable them to take informed decision regarding their continuance or otherwise with the new management; and
  • III. The prior approval granted by Platform shall be valid for a period of six months from the date of such approval within which the applicant shall file application for fresh registration pursuant to change in control.

  The process of providing approval to the proposed change in control of an intermediary in matters which involve scheme(s) of arrangement which needs sanction of the National Company Law Tribunal (“NCLT”) in terms of the provisions of the Companies Act, 2013, the following has been decided:

  • I. The application seeking approval for the proposed change in control of the intermediary shall be filed with Platform prior to filing the application with NCLT.
  • II. The validity of such in-principal approval shall be three months from the date issuance, within which the relevant application shall be made to NCLT.
  • III. Within 15 days from the date of order of NCLT, the intermediary shall submit an online application in terms of paragraph 3 of this circular along with the following documents to Platform for final approval:
    • a. Copy of the NCLT Order approving the scheme;
    • b. Copy of the approved scheme;
    • c. Statement explaining modifications, if any, in the approved scheme vis-à-vis the draft scheme and the reasons for the same; and
    • d. Details of compliance with the conditions/ observations, if any, mentioned in the in-principal approval provided by Platform.
• 3.4 Change in designated/non- designated director/s

  Every member is required to seek written prior approval from the Platform for any change in designated and non-designated directors/partners and furnish the necessary documents as prescribed by the Platform for the same.

  Eligibility requirements of Designated Directors: -

  • a. The designated directors are recognized as being responsible for controlling the management and affairs of the company.
  • b. Minimum age of designated director(s) shall be 18 Years
  • c. Each of the Designated Directors should be at least HSC or equivalent qualification
  • d. Each of the Designated Directors should have a minimum of 2 years’ experience in an activity related to dealing in commodities or as portfolio manager or as investment consultant or as a merchant banker or in any other manner in dealing in commodities or clearing and settlement thereof Any written approval conveyed by the Platform for change in designated directors/non designated directors/partners will be valid only for 60 days from the date of approval letter. In case members do not complete the proposed changes within this time limit, they shall be required to obtain fresh approval.

  Any change in director/ partner without prior approval of the Platform, applicable action shall initiate as per schedule of Penalties for not seeking prior approval for change in director per instance.

• 3.5 Change in Name of Company
  • a. All members are required to obtain written prior approval of the Platform for change in name of member entity by submitting the prescribed documents for the same. The process of the name change involved 3 stages as under:
    • Stage I - Submission of application seeking prior approval of the Platform for change in name prior to making an application to ROC/ROF.
    • Stage II - Submission of documents to the Platform for incorporating name change in the Platform Registration Certificate after completing requisite formalities of the ROC/ROF
    • Stage III - Submission of documents to the Platform for updating of new name in Platform records.
  • b. Implementing the change in name of member entity without prior approval of the Platform will attract a penalty
  • c. The member’s name or the name of Authorized person should reflect the registration held by the entity and should not in any way create an impression of performing a role for which the entity is not registered. Members are advised to ensure that their name and the name of their registered Authorized Person should not contain such words unless these entities have registered themselves in that capacity with relevant authorities.
• 3.6 Conversion of Membership/Change in Legal Status of Member

  Member may apply for conversion of legal status of the trading member / clearing member

  • a. Conversion of the legal status of a trading member / clearing member may be affected as follows:
    • • Conversion of the entity from Individual to a Partnership firm/ Company such that the Member’s shareholding in the Company is not less than 51% of the paid-up capital of the Company or not less than 51% of the capital/ interest in the Partnership firm.
    • • Conversion of the entity from Partnership firm to a Company such that the Member’s shareholding in the Company is not less than 51% of the paid-up capital of the Company
    • • Re- constitution of the Partnership firm, such that all the original Partners hold not less than 51% of the capital/ interest in the reconstituted partnership.
  • b. Member intending to change their legal status of membership will have to submit the application form duly filled along with prescribed documents for obtaining prior approval of the Platform
  • c. There should be at least 2 qualified designated directors/designated partners, as the case may be, who should have at least HSC or equivalent qualification with minimum 2 years’ experience in commodity broking related activities.
  • d. Whenever, the conversion of membership will lead to the change in control of the member entity, prior approval should be obtained from Platform.

• 3.7 Change in Category of Membership
  • a. Member of the Platform may be allowed to change its type of membership to another viz.TM to TCM, TCM to TM, TCM to STCM or STCM to TCM, etc., subject to the eligibility terms and conditions and paying the differential admission fees, deposits, etc., as applicable for the said type of Membership.
  • b. Members are required to obtain prior approval from the Platform for effecting change in membership category as per the procedure specified by the Platform. Processing Fee would be levied as per Schedule of Charges.
  • c. Members are required to provide additional deposits as per requirement of Base capital/BMC applicable to type of membership.
  • d. In case of, any excess of Security deposits on the request of Members would be considered for refund by the Platform only if all the dues / penalties/ fines, etc., (including investor grievances) are fully crystallized and recovered after receipt of necessary NOC
• 3.8 Change of Address (Registered / Correspondence/ Contact details / Branch)

  Members are required to intimate the Platform for any change in Address Registered / Correspondence office address and its contact details. Members are required to submit all documents along with ROC details (as applicable) for change in address as per prescribed format of the Platform available on website.

  For addition and removal of Branch office details, members are required to intimate to the Platform on a continuous basis.

• 3.9 Updating of PAN of KMPs

  In order to comply with the Enhanced Supervision of Commodity Brokers / Depository Participants requirements, Members are required to identify their Key Management Personnel (KMP) and update their PAN details on the Platform.

  Definition of Key Management Personnel u/s 2(51) of Companies Act, 2013 is as under: “Key Managerial Personnel”, in relation to a company, means-

  • (i) the Chief Executive Officer or the managing director or the manager;
  • (ii) the company secretary;
  • (iii) the whole-time director;
  • (iv) the Chief Financial Officer; and
  • (v) such other officer as may be prescribed;”

  Members can also identify and declare any one or more personnel as their KMP(s) from the above list

  Any change in the aforesaid details/information related to Key Management Personnel or PAN shall be intimated to the Platform within seven days of such change along with their date of appointment / date of resignation.

  Failure to submit/upload the details within the prescribed timelines, would be treated as non-compliance and attract a penal action as prescribed by the Platform.

• 3.10 Transfer of Membership

  All types of memberships, once granted by the AGTPL, are transferable inter class subject to payment of differential admission fees and deposits as specified from time to time. Membership of the Platform shall be transferable as per Rules of the Platform.

  Pre-conditions for transfer of membership:

  • a. The member desirous of transferring membership should comply with the following points before making an application for transfer of membership:
    • • To ensure that there are no pending dues to the Platform, clients, other members, Authorized Person(s) and Platforms.
    • • To settle any outstanding bills raised by the Platform and / or any service provider for the services rendered during their membership with the Platform or authorize to debit the same from its available deposits with the Platform.
    • • To intimate the Platform of any pending investor complaints/ arbitration.
    • • To ensure completion of all Platform related compliances.
  • b. Member intending to transfer their membership will have to submit the application form duly filled along with prescribed documents for obtaining prior approval of the Platform
  • c. On receipt of in-principal Approval from the Platform, the transferor & transferee shall submit an application for transfer of membership which shall include all the documents as under within 6 months from the date of in-principal approval issued by the Platform
    • ⮚ Agreement copy of sale of Business/High Court order copy w.r.t. Merger/Amalgamation/Takeover
    • ⮚ Membership Application Form with prescribed annexures
    • ⮚ Copy of New TM-CM Agreement (in case incoming Member Entity is TM)
    • ⮚ Copy of New TM-CM Agreement / express consent from all the TMs (in case incoming Member Entity is STCM)
    • ⮚ New Bank Account (Client and Settlement) details in the name of new Member Entity
    • ⮚ Letter form Bank for confirming transfer of commodities/collateral in new Member Entity
    • ⮚ GST Number in the name of new Member entity
    • ⮚ FIU details of new Member entity
    • ⮚ Certificate of Indemnity Insurance in the name of new Member entity
  • d. Whenever, the transfer of membership will lead to the change in control of the member company, prior approval should be obtained from Platform.
  • e. Client account may be transferred from one Commodity Broker to the other Commodity Broker, by taking the express consent of the client through a verifiable mode of communication and thereby continuing with
  • f. Wherever the transfer of membership will lead to change in control, the incoming Member Entity need to pay Platform Annual Fee as applicable for the particular financial year.
  • g. The transferor member is also required to pay transfer fee (transfer of membership to a group/holding/subsidiary company or concern wherein existing promoters continues to hold more than 51% stake in the new entity) as per schedule of Charges (Refer Annexure I)

  It may be noted that the Platform reserves the right to reject / decline the transfer of membership without assigning any reason(s) whatsoever to the Member.

• • 3.10.1 Transfer of business by Platform registered intermediaries to other legal entity

    The transferee shall obtain fresh registration from Platform in the same capacity before the transfer of business if it is not registered with Platform in the same capacity. Platform shall issue new registration number to transferee different from transferor’s registration number in the following scenario:

    • i. Business is transferred through Platform process (pursuant to merger/ amalgamation / corporate restructuring by way of order of primary Platform /government / NCLT, etc.) or non-Platform process (as per private agreement /MOU pursuant to commercial dealing / private arrangement) irrespective of transferor continues to exist or ceases to exist after the said transfer.
    • ii. In case of change in control pursuant to both Platform process and non-Platform process, prior approval and fresh registration shall be obtained. While granting fresh registration to same legal entity pursuant to change in control, same registration number shall be retained
    • iii. If the transferor ceases to exist, its certificate of registration shall be surrendered
    • iv. In case of complete transfer of business by transferor, it shall surrender its certificate of registration
    • v. In case of partial transfer of business by transferor, it can continue to hold certificate of registration
  • 3.10.2 Integration of broking activity in equity markets and commodity derivatives markets under single entity

    A member can deal in commodity derivatives and other commodities under a single entity, thereby facilitating ease of doing business.

    As per the existing procedure under single registration mechanism, a one-time certificate of registration as Commodity Broker / clearing member shall be granted by Platform and subsequent permissions to act as a Commodity Broker / clearing member of other Stock Platforms / Clearing Corporation, shall be granted by the respective Stock Platform / Clearing Corporation after proper due diligence.

    Prior approval from Platform will required to be obtained by the member only in cases where integration leads to change in control of the member entity.

4 Periodical Submissions & Event based Compliances

• 4.1 Submission of Annual Returns
  • 1. As per Policy and the continuing membership norms of the Platform, all Members are required to maintain the prescribed minimum net worth at all times and submit the Net-worth certificate and computation on a yearly basis to the Platform
  • 2. Member shall be required to submit the yearly net worth within 2 months from the end of the respective year i.e., for the year ending March, the due date shall be May 31st
  • 3. Members are required to submit the yearly net worth certificate and computation of net worth including requirement of variable net worth along with the specified documents/ information within the timelines specified by the Platform (strictly in the format specified) from time to time.
  • 4. Members are requested to adhere and comply with the applicable Net worth (i.e., higher of the Base Net worth or Variable Net worth) as stated in the Platform Policy.
  • 5. In case reported Net worth has a variation of 25% or more as compared to the last reported yearly Net worth, members are required to mention the reason for the same when submitting the same/asked by the Platform.
  • 6. In case of any shortfall in Net worth, a revised Net worth certificate as on a subsequent date meeting the minimum required Net worth shall be submitted along with the original Net worth certificate, within the specified time provided by Platform.
  • 7. Non-submission of Net worth within the due date or in case of any shortfall shall result in appropriate action as prescribed by the Platform.

• 4.2 Submission of Annual Returns
  • 1. As per Platform Policy all members are required to submit Annual Returns i.e., Audited Balance sheet, Profit & Loss Account, along with the details of directors, shareholding/promoter details, net worth certificate, undertakings and any other details as specified by Platform for the financial year ending on 31st March on or before 31st October of the subsequent financial year or such date as may be specified by Platform from time to time.
  • 2. The Annual returns shall be submitted through Email at connect@saudabahi.com or by post at Address.
  • 3. Members are requested to ensure that all applicable documents are uploaded before the due date. Incorrect / Incomplete submission if any, observed during the scrutiny would be construed as non- submission and will attract penalty for non- submission /late submission / any other action that the Platform may deem fit.
  • 4. All the members are required to ensure that all the documents /certificates submitted to the Platform by the members (issued/certified by full time Practicing Chartered Accountant) must bear the UDIN number.
  • 5. As per Platform Policy, Members shall submit financial statements to Stock Platforms in the same format as prescribed under Companies Act, 2013, irrespective of whether they fall under the purview of Companies Act, 2013 or not.
• 4.3 Maintenance of a website by Commodity Brokers and depository participants

  All the members were advised to maintain a designated website display mandatory as mentioned information on their website to help the investors to keep themselves well informed about the various activities of the Trading Members.

  • I. Basic details of the SB/DP such as registration number, registered address of Head Office and branches, if any.
  • II. Names and contact details such as email ids etc. of all key managerial personnel (KMPs) including compliance officer.
  • III. Step-by-step procedures for opening an account, filing a complaint on a designated email id, and finding out the status of the complaint, etc.
  • IV. Details of Authorized Persons.

  Any modification in the URL shall be reported to stock Platforms within 3 days of such changes. The non- compliance to the above guidelines shall attract the appropriate action as specified by Platform

• 4.4 Undertaking to freeze the bank account pursuant to SOP in the cases of Trading Member leading to default

  Platform has directed all the members to:

  • a) Provide a list of all its bank accounts to the Platforms
  • b) Submit an undertaking enabling the Platform to instruct the bank(s) of the members to freeze the bank account(s) for debits under the conditions as specified in the Platform Policy.

  Members shall submit a revised Undertaking to the Platform within seven working days of opening of any new bank account or change in details of any existing bank account, failing which applicable penalty and disciplinary action shall be levied as informed by the Platform from time to time.

• 4.5 Important notes for ongoing / continuing compliances
  • 1. Formats related to each process / change request mentioned above are available on the website.
  • 2. Any changes such as contact number, office address, authorized signatory, etc. is required to be intimated to the Platform immediately after change.
  • 3. Members are requested to ensure that all the Certificates / Reports submitted to Platform by the Members (issued / certified by full time Practicing Chartered Accountant / Company Secretory) shall mandatorily contain the Unique Document Identification Number (UDIN). In absence of UDIN, the Platform will not accept such submission(s) from the Member.
  • 4. All submission of Annual Returns/ Audited Accounts / Financial Strength details /Yearly Net Worth Certificate and Computation of Net-worth are required to be made through E-mail or Post.
  • 5. All the members are required to intimate the Platform opening & closing of Bank & Demit account within seven days of change.
  • 6. Platform fee clearance would be required for all such change(s) in the Constitution/ changes in the status or any other requirement / confirmation as may be specified by Platform Policy from time to time.
  • 7. Members should be aware of the guidelines issued by Financial Intelligence Unit India (FIU- INDIA) for detecting suspicious transactions under Rule 7(3) of prevention of Money laundering (Maintenance of Records) Rules, 2005 and have taken necessary steps required for implementation of these guidelines

5 Termination of Membership

In terms of Platform Policy, Any trading member may cease to be a member, if one or more applies:

• 1. By surrender of membership;
• 2. By death;
• 3. By expulsion in accordance with the provisions contained in the Platform Policy;
• 4. By being declared a defaulter in accordance with the Policy of the Platform;
• 5. By dissolution in case of partnership firm;
• 6. By winding up or dissolution of such company in case of a limited company.

• 5.1 Surrender of Membership

  The members are hereby notified that the following guidelines shall be applicable for surrender of membership of the Platform.

  • 5.1.1 Conditions to comply before making surrender application:

    Members desirous of surrendering membership are advised to comply with the following before making an application for surrender of membership:

    • ● To ensure that all open positions as on the date of the application are concluded.
    • ● To intimate all his clients/Authorized Person regarding surrender of membership at least 30 days prior to the date of application of surrender of membership to the Platform.
    • ● To ensure that there are no pending dues to the Platform, clients, other members, Authorized Person(s)
    • ● To settle any outstanding bills raised by the Platform and / or any service provider for the services rendered during their membership with the Platform or authorize the Platform to debit the same from its deposits with the Platform
    • ● To intimate the Platform of any disciplinary proceedings against it initiated by any Other Platform.
    • ● To intimate the Platform of any investor complaints/ arbitration pending against it

• • 5.1.2 Guidelines for levy of fees/charges for members who have applied for surrender
    • a) A non-refundable processing fee as prescribed for surrender of membership will be applicable to the Members applying for surrender of membership.
    • b) Any dues, penalties, fines, etc. to the Platform in respect of such member which was crystallized/ levied after the receipt of surrender application would be applicable and payable by the member. The interest on dues shall be levied up to and including the date on which such dues/ charges are paid remitted to or appropriated /adjusted by the Platform
    • c) The annual subscription fee payable to the Platform shall be charged pro rata up to and including the date of receipt of complete surrender application by the Platform.
    • d) The penalty for non- submission of Annual / yearly submissions/ charges for user certification etc. will not be made applicable post surrender application and consequent disablement
    • e) The Clearing / Trading cum Clearing /Self Clearing members are required to pay Annual Membership fee as per the guidelines issued by Platform from time to time. Platform Annual Membership fee is payable for every financial year till the registration is in force .The said fee shall be payable in that particular financial year in respect of the members who applied for surrender and terminal is disabled/deactivated.
    • f) The Platform will issue an advertisement in one regional newspaper where the concerned member is located except serial no. 1 as mentioned below, for public information and for inviting complaints/claims from clients, if any, within the time period as mentioned in the table below:

      Sr. No.	Member status with regard to Last Trade Date	Period of claim submission
      1	Members whose applications are pending with Platform for registration, Platform registered but not enabled, enabled but have not traded at all	15 days
      2	Members who have traded during last 12 months preceding the date of receipt of surrender application	2 months
      3	Members who have not traded during last 12 months preceding the date of receipt of surrender application	1 month

      The Platform will redress the complaints, if any, against the member in accordance with Platform provision in this regard. On approval of surrender application by the Platform, an intimation of surrender of membership will be forwarded to the Platform for necessary action, if any.

    • g) Upon approval of surrender of membership by the Platform, the concerned member will not be entitled to any rights or privileges available under the Policy of the Platform, but will continue to be liable to meet their liabilities/obligations under the , Policy of the Platform unless the same are specifically waived in writing by the Platform.
    • h) Member is required to complete all documentation w.r.t. surrender of membership within a year from the date of surrender application submitted to the Platform. In case of failure to complete all the necessary requirements with respect to surrender of membership within the stipulated time as mentioned above, the membership shall cease with immediate effect in accordance with the Platform guidelines without any further notice.

• • 5.1.3 The application for surrender of trading membership is subject to the fulfilment of following document / formalities
    • 1. Submission of application for surrender of membership along with the certified true copy of Board resolution
    • 2. Submission of details of Directors and shareholders as on date of surrender application
    • 3. Submission of an undertaking/ declaration that no investigation/Enquiry/Disciplinary action pending against the trading member or any of its shareholders/ directors
    • 4. Submission of declaration that the Member or its Associates, Directors/Partners are not declared as defaulter by any other Platforms and there are no pending complaints/ongoing investigation or disciplinary proceeding
  • 5.1.4 Refund of security deposits
    • a) The lock in period for refund of security deposits post adjustment of any outstanding dues (except BMC) is
      • I. not earlier than 6 months from a date of last trade executed or
      • II. lapse of the period for receipt of claims as per the public notice and upon the Platform being satisfied that there are no claims or redressal of any claims so received, whichever is later, subject to
        • ● Clearance of all dues and compliances under the Policy of the Platform .
        • ● Receipt of NOC from Platform
• Withdrawal of surrender Application
  • i. An application for surrender shall not be allowed to be withdrawn unless permitted by the Platform at its discretion. However, once the request for surrender of membership is approved, whether communicated to the member or not, no withdrawal of surrender application will be permitted.
  • ii. Member is required to submit withdrawal application along with Board resolution (for corporate member) to the Platform.
  • iii. Annual subscription, interest and penal charges, and other applicable dues shall be levied as if the member had not applied for the surrender of membership.

6 Unique Client Code

As per extant guidelines of the Platform, every participant on its trading platform should have a unique identity number i.e., Unique Client Code (UCC). The Platform has issued guidelines from time to time for the members and their constituents in regards of client data base which specifies that the Members are required to update the client details on the Unique Client Code Interface i.e., Saudabahi.com software. Member are required to upload the UCC details through Website. Member can upload a single record as well multiple records using Bulk Upload facility through this system.

• 6.1 Updating of Unique Client Codes and Mandatory requirement of Permanent Account Number (PAN)

  Following are the mandatory requirement to be checked by Trading member prior to uploading UCC on the Platform portal

  PAN:

  • • The requirement of mandatory submission of PAN by clients for transacting on the Platform. The Platform shall not allow execution of trades without uploading of the UCC details by the members of the Platform.
  • • Members shall collect PAN after verifying the authenticity and maintain in their back office the copies of Permanent Account Number (PAN) issued by the Income Tax Department, of all their clients.
  • • Member shall verify the seeding status of PAN with AADHAAR. However, in case PAN is not seeded with AADHAAR, it will not consider as an invalid PAN as per revised guidelines by Government.

• Mobile number and email ID

  Members should ensure that contact details of clients i.e., Mobile number and Email Id are updated in the Platform UCC records before a trade is executed in the client accounts.

  Members should ensure that the mobile numbers/E-mail addresses of their employees/sub- brokers/remasters/authorized persons are not uploaded on behalf of clients.

  In terms of Platform Policy, Members shall ensure that separate mobile number/E-mail address is uploaded for each client. However, under exceptional circumstances, the member may, at the specific written request of a client, upload the same mobile number/E-mail address for more than one client provided such clients belong to one family. ‘Family’ for this purpose would mean self, spouse, dependent children and dependent parents. It is further clarified that, under exceptional circumstances, the Commodity Broker may, at the specific written request of a client, upload the same mobile number/Email address for more than one client provided such client belong to one family (in case of individual clients) or such client is the authorized person of an HUF, Corporate, Partnership or Trust (in case of non-individual clients).

  Family / Authorized person for this purpose shall include:

  • a. In case of individuals, self, spouse, dependent children and dependent parents. In case of HUF, Karta or any of the Co-parceners as per prior approval of Karta.
  • b. In case of Partnership firm, any of the partners as per prior approval of all / authorized partners.
  • c. In case of a Trust, any of the trustees or beneficiaries as per resolution passed by the Trust.
  • d. In case of Corporates, the Authorized person operating the trading account as per the Board Resolution passed by the Corporate.

  In case, Platform observes that incorrect details have been uploaded in UCC database, such client codes will be suspended.

• 6.2 Due diligence of Unique Client Code w.r.t having multiple Permanent Account Numbers (PAN’s) with the same name and same bank account number

  The members of the Platform are advised to conduct proper due diligence while onboarding the clients and update factual information in the UCC database of the Platform. Members are advised to review the details of existing clients and update accurate details in the UCC system of the Platform. Further, the members are advised to take corrective actions to rectify such instances, including updating UCC database

• 6.3 Error Account:

  The Member should ensure that UCC details of ‘Error Accounts’ is uploaded to the Platform with Client Code as ‘ERROR’ and in Client Name field, Name of the Trading Member Exactly as per Income Tax records (PAN Database) is entered. Members are also required to intimate such creation of Error account to the Platform after uploading the same in UCC database.

• 6.4 Permanent Account Number (PAN) Verification Mechanism

  The Platform has process of verification and checking of authenticity of Permanent Account Number (PAN) details of clients uploaded by members in the Unique Client Code (UCC) database. The Platform shall carry out a verification of records uploaded in the UCC database in order to get the client PAN verified. For this purpose, members are required to enter the names EXACTLY as per Income Tax (IT) records (PAN Database) in order to get the client PAN verified

  For all the clients added during the day, the status “Verified” / “Name Mismatch” / “Invalid PAN” / “No PAN” are displaying only after the scheduled time. Until then, the record is remaining marked as “Not Verified”. The details of status are as under :

  Sr. No.	PAN Status	Description	Action from the member end
  1.	Verified	When name mentioned in UCC exactly matches with IT database.	No Action
  2.	Name Mismatch	When name mentioned in UCC does not match with IT database	Member has to update the Client name as per PAN IT database
  3.	Name Mismatch	When PAN entered is not as per pan format or does not match with IT database	Member has to update the Client PAN as per pan IT database

  Change in PAN Verification Methodology:

  The changes in PAN through verification from Protean eGov Technologies Limited methodology are as under:

  Sr. No.	Particulars	Description
  1.	Client Name	Client Name should be entered as combination of First name, Middle Name, Last Name OR Name stated on PAN Card
  2.	Date of Birth	Mandatory for Individual client type. It should be ensured that the date of birth should exactly match with that mentioned on the PAN Card.
  3.	Date of Incorporation/Registration	Mandatory for Non individual client type.It should be ensured that the date of Incorporation/ Registration should exactly tally with that mentioned on the PAN Card.

• PAN verification shall be considered as successful only when the status of all the 3 parameters i.e., PAN, Client Name, Client Date of Birth/Incorporation/Registration are successfully verified with the details available on Protean.

  For any modification in above mentioned fields (i.e., Client name, Date of birth/Incorporation/Registration) the members need to submit the request to the Platform and changes in the above-mentioned fields will be done on ‘Update PAN-Aadhar details’ screen. The modified details shall be re-verified with Protean.

• 6.5 PAN-Aadhar Linking

  This is with reference to the directive issued by Government of India, mandating PAN holders to link their PAN with their AADHAAR. In this regard, process of linking PAN with AADHAAR is available on the Income Tax website (https://eportal.incometax.gov.in/iec/foservices/#/pre-login/bl-link-aadhaar)

  Members are required to ensure that the clients PAN & AADHAAR should be linked before the creation of UCC. However, in case PAN is not seeded with AADHAAR, it will not consider as an invalid PAN as per revised guidelines by Government.

• 6.6 Nomination for Eligible Trading Account

  As per Platform guidelines w.r.t. nomination of trading and demat account, all account holders shall provide the choice of nomination as per the prescribed annexures failing which the trading accounts shall be frozen as per the timelines given vide latest Platform guidelines. Members are required to get the ‘Choice of Nomination’ from all clients and update the Platform database. Further, as per revised Platform Policy w.r.t. nomination of trading and demat account, submission of ‘choice of nomination’ for trading account had been made voluntary as a step towards ease of doing business.

• 6.7 Mobile Number Revocation list (MNRL) published on Telecom Platform Authority of India (TRAI) website

  Platform has intimated the Platform that Telecom Platform Authority of India (TRAI) has made available a list of permanently disconnected mobile numbers i.e., Mobile Number Revocation List (MNRL) on their website in a secured manner to enable the interested parties to clean up their database, thereby not sending any further communication to persons other than their clients.

  The URL to access the MNRL is https://mnrl.trai.gov.in. The list is updated on a monthly basis, i.e., the mobile numbers permanently disconnected during the month shall be published in the following month and so on.

  Members are required to check the list of the permanently disconnected mobile numbers made available by TRAI on the referred URL. In case mobile number appearing in the MNRL list is pertaining to your existing clients, you are requested to verify and update correct mobile number in your back-office records as well as in UCC database of the Platform for the respective client immediately so as to the relevant messages meant to be disseminated to the respective clients are delivered without any issue.

• 6.8 Instructions to Principal Entities under Telecom Commercial Communication Customer Preference Regulations, 2018 - Measures to Curb Misuse of Headers and Content Templates – SMSs

  In order to strengthen the process so that only genuine communications go to the consumers, TRAI has issued following directions, which need to be implemented by the Principal Entities (“PEs”) in coordination with their Telemarketers/Service providers:

• • 1. Whitelisting of URLs / Apks / OTT links / call back numbers by PEs -

    TRAI has issued directions for PEs to ensure that only whitelisted URLs / Apks / OTT links / call back numbers are allowed in the content templates. Message containing other URLs / Apks / OTT links / call back numbers shall be stopped from further transmission. Variables, if any, being used in message content templates need to be pre-tagged for the purpose they are to be used so as to avoid misuse.

  • 2. Digital Consent Acquisition (“DCA”) -

    On June 02, 2023, TRAI has issued a Direction to all the Access providers to develop and deploy the DCA facility for creating a unified platform to register customer consent digitally across all service providers and PEs. No other mechanism of consumer consent shall be accepted for ease of confirmation and prevention of misuse. Accordingly, PEs need to acquire digital consent of their consumers in co-ordination with their service providers.

• 6.9 Guidelines in pursuance of amendment to PLATFORM KYC (Know Your client) Registration Agency (KRA) Regulations, 2011

  As per the Platform Policy, Clients whose KYC records are not found to be valid by KRA after the validation process shall be allowed to transact in commodities market only after their KYC is validated.Therefore, the Members are required to ensure that the KYC of all clients should be validated by KRA before the creation of UCC. Clients whose KYC are not found to be validated by KRAs shall neither be permitted to trade on the Platform, nor will they be able to square up their open positions.

  Centralized mechanism for reporting the demise of an investor through KRAs

  In order to have uniformity for operationalizing the Platform guidelines on reporting of demise of an investor across all commodities market stakeholders, a Standard Operating Procedure (SOP) has been prepared in consultation with Commodity Platforms, Depositories, KRA and Industry Associations.

  In terms of referred SOP, the KRAs shall on a daily basis provide a list of PANs of deceased investors to the Platform. The Platform shall de-activate the UCCs of such PANs.

  Members are advised to comply with the process outlined in the SOP for reporting the demise of an investor and publish the same on their websites.

7 Schedule of Charges/penalties

• 7.1 Annexure I- Schedule of charges

  Sr. No.	Particulars	Fees (Rs.)	Remarks
  	Change in SHP
  1.	Change in Shareholding pattern of Member entity or their holding companies or Change in Sharing Pattern due to reconstitution of member entity
  1(a)(i)	Where the change does not result in dilution of existing promoters holding below 51% (No addition to promoter)	Nil	No Interview
  1(a)(ii)	Where the change does not result in dilution of existing promoters holding below 51% (involves addition to promoters and new promoters’ constituent is close relative of existing promoters’ constituents (relative as defined under Companies Act)	Nil	New promoters will be interviewed prior to approval
  1(a)(iii)	Where the change does not result in dilution of existing promoters holding below 51% (involves addition to promoters other than relatives as specified above)	50,000 (STCM only)	New promoters will be interviewed prior to approval
  1(b)	Where Shareholding of its existing promoters’ constituents goes below 51% (involves addition to promoters other than relatives as specified above)	50,000 (STCM only)	New promoters’ constituents to be interviewed before approval.
  2. Transfer of membership
  2(a)	Where even after transfer of membership, Shareholding of its existing promoters’ constituents remains at 51%	50,000 (STCM only)	No interview. Additional / Fresh Documentation as applicable
  2(b)	Where the transfer of membership results in dilution of promoters holding below 51%	50,000 (STCM only)	New promoters to be interviewed before approval. Additional / Fresh documentation as applicable
  2(c)	For all other cases of transfer	50,000 (STCM only)	New promoters to be interviewed before approval. Additional / Fresh documentation as applicable

• 7.2 Annexure II- Schedule of penalties

  Sr. No.	Particulars	Penalty Amount (Rs.)
  1	Any change in the shareholding pattern / profit sharing ratio of the member without the approval of the AGTPL (No Impact on existing promoters’ percentage)	50,000 (STCM only)
  2	Any change in the shareholding pattern / profit sharing ratio without the prior approval of the AGTPL involving dilution not below the minimum prescribed shareholding of the promoter’s group (Increase in promoters%) or (Decrease in promoters % but not below 51%)	50,000 (STCM only)
  3	Change in the shareholding pattern without the approval of the AGTPL which has resulted in the dilution of the shareholding / profit sharing ratio of the promoter group below 51% ( promoters goes below 51%)	50,000 (STCM only)
  4	Change in shareholding/transmission of share due to death of shareholder	NIL
  5	Any change in designated directors/partners without seeking prior written approval of the AGTPL	50,000 (STCM only)

  It may be noted that the act of the Platform levying penalty is not to be construed as approval of the changes carried out by members on their own accord.

  In case of non–submission of specified documents with regard to changes carried out without prior approval, within 30 days from the date of Platform letter, late submission charges of Rs. 5000/- will be levied without prejudice to the right of the Platform to take any other disciplinary action that it may deem fit.

  Where consequent to change in shareholding without prior approval, promoters holding goes below 51% leading to change in promoters/management, Platform will disable the trading terminal of the member by placing it on square off mode after 30 days from the date of Platform letter. The said action will be withdrawn only post approval of the change so carried out.

  Non-Submission of Yearly Net worth/ Annual Return

  All members are required to ensure that they submit net worth certificate along with computation of net worth in the prescribed formats, as applicable, within due date in order to avoid any penalty for late / non- submission of yearly net worth . Further, non-submission of any of the documents or submission of documents in other than the prescribed format would be construed as non-submission.

  Minimum Net worth Requirement

  All the members of the Platform are required to maintain Net worth at all points of time as prescribed by the Platform. In case the Net worth is below the prescribed minimum net worth, the Platform would initiate appropriate disciplinary action including the following:

• Category	For TM	For CM
  Net worth shortfall less than or equal to 10% of the prescribed minimum	NA	Rs. 50,000
  Net worth shortfall less than or equal to 25% of the prescribed minimum.	NA	Rs. 50,000
  Net worth shortfall less than or equal to 50% of the prescribed minimum.	NA	Rs. 50,000
  Net worth shortfall less than or equal to 90% of the prescribed minimum	NA	Rs. 50,000
  Net worth shortfall greater than 90% and Net worth is negative	Trading Terminal shall be Disabled with immediate effect	Trading Terminal shall be disabled with immediate effect

  • 1. In case, trading terminal of the trading member (TM) is already in disabled mode due to shortfall/negative net worth, then no further penalty will be levied for subsequent submissions wherein member reports shortfall in net worth/negative net worth.
  • 2. Where TCM/STCM submit revised net worth certificate meeting the prescribed net worth criteria, then action of unblocking of effective deposit will be initiated.

    In case of STCMs, if net worth falls below prescribed levels, other than blocking of Base capital STCMs will be allowed 3 months` time to increase their net worth (under intimation to the TMs associated with such STCM) - failing which, they will not be allowed to clear trades of TMs affiliated to them. TMs associated with such STCM will make alternative clearing arrangements during this three- month period. The Platform will also not allow any new TM to affiliate with such STCMs

  • 3. In case of repeated instance of shortfall in net worth, the following action will be taken against the non- complied members

    Sr. No.	Penalty/Disciplinary Actions	Periodicity
    1	5 days to be given to recoup the net worth	After notice shortfall
    2	Disablement of trading terminal	On completion of 5 working days of Platform intimation to the member to recoup the net worth

• 7.3 Annexure A: Details of Mandatory display on Member website
  • 1. Basic details of the Member such as registration number, registered address of Head office and branches along with Contact Number and Email id.
  • 2. Names, Mobile number, Email id etc. of all the following Key Managerial Personnel’s including compliance officer
    • a. The Chief Executive Officer or the Managing Director or the Manager
    • b. The Company Secretary
    • c. The Whole-Time Director
    • d. The Chief Financial Officer
    • e. Such other officer as may be prescribed.
    • f. The Compliance Officer
    • g. Further, the Member can also identify and declare any one or more personnel as their KMP(s) from the given list as per their constitution: Directors, Proprietor, Partners, or any other competent personnel as identified by the member.
• 7.4 Annexure B: - Formats of Mandatory display

  Basic details of the Commodity Broker such as registration number, registered address of Head Office and branches if any -

  • Commodity Broker Name :
  • Registration Number :
  • Registered Address :
  • Branch Address (if any) :
  • Contact Number :
  • Email id :
• 7.5 Annexure A- Format Declaration-Cum-Undertaking :

  We M/s. (Name of the intermediary/the acquirer/person who shall have the control), hereby declare and undertake the following with respect to the application for prior approval for change in control of (name of the intermediary along with the Platform registration no.):

  • 1. The applicant/intermediary (Name) and its principal officer, the directors or managing partners, the compliance officer and the key management persons and the promoters or persons holding controlling interest or persons exercising control over the applicant, directly or indirectly (in case of an unlisted applicant or intermediary, any person holding twenty percent or more voting rights.
  • 2. We bear integrity, honesty, ethical behavior, reputation, fairness and character.
  • 3. We do not incur following disqualifications mentioned 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 State Regulatory authority or enforcement agency in any matter concerning commodities laws 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 willful defaulter.
    • (x) We have not been declared a fugitive economic offender.
  • 4. 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.
  • 5. We hereby undertake that there will not be any change in the Board of Directors of incumbent, till the time prior approval is granted.
  • 6. We hereby undertake that pursuant to grant of prior approval by Platform , the incumbent shall inform all the existing investors/ clients about the proposed change prior to effecting the same, in order to enable them to take informed decision regarding their continuance or otherwise with the new management.

  The said information is true to our knowledge.

  (Stamped and signed by the Authorized Signatories)

8 Reporting Requirements / Continuous Compliance Requirements

• (i) REPORTING REQUIREMENTS:

  Sr. No.	Reporting/Approval requirement
  1	To obtain prior approval from the Platform and furnish necessary documents for any change in the Designated & Non-designated Director / Designated & non-designated Partner / Managing Partner / Partner by furnishing documents as prescribed by Platform
  2	To obtain prior approval of the Platform for any change in shareholding / sharing pattern and change in composition of Promoter Group of Member entity
  3	To obtain prior approval of the Platform in case of change in control.
  4	In case of Merger / Amalgamation-The application seeking prior approval for the proposed change in control of the intermediary shall be filed with Platform prior to filing the application with NCLT.
  5	To obtain prior approval of the Platform in case of Conversion / Change in status and Constitution of member entity.
  6	To obtain prior approval from the Platform for effecting change of name.
  7	Submit ‘Annual Returns’ (including Financial Strength & Ratios) every year at such frequency as may be specified by the Platform / Platform from time to time. Financial statements shall be in the same format as prescribed under the Companies Act, 2013 irrespective of whether they fall under the purview of the Companies Act, 2013 or not.
  8	Submission of Yearly Net Worth Certificate and Computation of Net worth within 60 days for year ending September 30th and year ending March 31st as per the format prescribed by the Platform mentioning the reason in cases where variable net worth is NIL or not applicable
  9	To intimate the Platform of any change in statutory auditor within 30 days from the date of such change.
  10	Members shall inform any change in Permanent Account Numbers of all their Directors & Key Personal Managerial (KMP) to the Platform within 7 days of such change along with PAN.
  11	To intimate for any change in Address Registered / Correspondence /Branch office address and its contact details along with the prescribed documents.
  12	Submit the details of any Change in Compliance Officer / Principal Officer-FIU / Designated Director-FIU.

• Sr. No.	Reporting/Approval requirement
  13	Maintenance of a website by Commodity Brokers. Such website shall mandatorily display the information which have been mandated by Platform from time to time. The URL to the website of a Commodity Broker shall be reported to the Platforms/ depositories.
  14	Members shall submit a revised Undertaking to the Platform within seven working days of opening of any new bank account or change in details of any existing bank account.
  15	Members shall Update of correct mobile no. / email id of clients in UCC database
  16	Members shall submit the identity, address proof and KYC details of newly on-boarded clients having correspondence or permanent address as Sikkim.
  17	Member shall intimate the Error account to the Platform after uploading the same in UCC database.
  18	Members shall submit of ‘choice of nomination’ for trading account as the case may be.
  19	Members shall update the correct mobile no. after verification of a list of permanently disconnected mobile numbers i.e., Mobile Number Revocation List (MNRL) on Telecom Platform y Authority of India (TRAI) website.
  20	All clients should be validated by KRA before the creation of UCC
  21	Member shall comply with the process outlined in the SOP for reporting the demise of an investor and publish the same on their websites.

• (ii) CONTINUOUS COMPLIANCE REQUIREMENTS:

  Sr. No.	Continuous Compliance requirement
  1	Maintain the net worth / minimum paid up capital requirement as specified by the Platform during the membership of the Platform.
  2	Registration on FIU-India's Finet 2.0 system for Principal Officer and Designated Director of Member Entity.
  3	Have necessary infrastructure, viz., adequate office space, equipment, manpower and such other infrastructural facilities.
  4	Members shall ensure that the member’s name or the name of their Authorized Person should reflect the registration held by the entity and should not in any way create an impression of performing a role for which the entity is not registered.
  5	To ensure that all the required Certificates / Reports submitted to Platform (issued / certified by full time Practicing Chartered Accountant / Company Secretary) shall mandatorily contain a valid Unique Document Identification Number (UDIN).
  6	To display all mandatory requirement on member’s website as specified by Platform/Platform from time to time
  7	To adhere of directive issued by Government of India on linking of client PAN with their Aadhaar
  8	To adhere guidelines issued by Telecom Platform y Authority of India (TRAI)
  9	To adhere guidelines in pursuance of platform KYC (Know Your client) Registration Agency (KRA) Policy
  10	Adherence of Escalation matrix

End Of Document