Sr. No.

Particulars

Status

(Y/N/NA)

Application for Merger/De-merger/business transfer

To be submitted for obtaining prior approval in case of merger/business transfer/demerger

Each page of the application and undertakings has to stamped and signed.

Shareholding Pattern and Details of Promoter Group (Before merger/transfer/ demerger) (Annexure A)

Current shareholding pattern should be duly certified by a Chartered Accountant / Company Secretary in Practice

To be submitted for Member entity / Corporate promoter / Holding Company / Ultimate Holding Company.

In case of HUF, the details of the Karta and the Co-Parceners should be provided separately on the letter head of the HUF

Persons holding 2% or more of the paid-up capital should be shown separately and not to be clubbed in others

Preference shareholding, if any, in Member entity / Corporate promoter / Holding Company / Ultimate Holding Company to be provided in the similar format.

In case of multiple changes since the Shareholding Pattern last approved by the Exchanges/Clearing Corporations, all such changes need to be covered with supporting.

In case of promoter being a corporate, shareholding till its Ultimate beneficial Owner to be provided

Current shareholding pattern of transferor/transferee/promoters should not be of a date later than a period of 6 months from the date of Application.

Where the owner of the controlling interest is a company listed on a stock exchange or is a majority-owned subsidiary of such a company, it is not necessary to identify and verify the identity of ultimate beneficial owner of such companies.

Shareholding Pattern and Details of Promoter Group  of transferee entity (After proposed change) (Annexure A)

To be signed by Designated Director(s) / Authorised Signatory (ies) (as authorized by Board Resolution) under rubber stamp of company for proposed changes.

Note:

a) Certification by Chartered Accountant / Company Secretary in Practice is not required for proposed changes.

b) shareholding pattern after the proposed changes to be submitted even if there’s no changes in shareholding pursuant to transfer and merger.

Undertaking  from the transferee/ applicant company (Annexure B)

To be provided by transferor and transferee both, if both are member entity.

15 point confirmation (Annexure C)

To be stamped and signed by:

1. where the trading member is an Individual: by the trading member himself.
2. where the trading member is a Partnership Firm: by all the Partners of such firm.
3. where the trading member is a Company: by the Chairman/MD or any other Director of the Company

Additional details of any new director/s as per format attached. (Annexure D)

Details to be provided in case of any changes in directors pursuant to the proposed merger/demerger/ business transfer

Certified true copies of proof of age and educational qualification for the incoming directors

Details to be provided in case of any changes in directors pursuant to the proposed merger/demerger/ business transfer

Experience certificates for incoming directors.

Details to be provided in case of any changes in directors pursuant to the proposed merger/demerger/ business transfer

Undertaking Regarding Association / Non-Association (Annexure E)

Fit & Proper Person Undertaking (Annexure F)

Undertaking to be stamped & signed by two designated directors mentioning names.

In case the applicant wishes to furnish any details pertaining to the above mentioned confirmations, the same can be provided as annexure (duly stamped and signed by the authorised signatories) to the undertaking.

Non defaulter Undertaking (Annexure G)

Undertaking for PEP (Annexure H)

To be submitted after mentioning Not Applicable, in case not applicable

Letter confirming payment of fee payable to SEBI, along with the proof of payment.

Board Resolution of transferor and transferee

Certified True Copy of the Board Resolution for merger/business transfer/demerger to be provided.

Copy of latest MGT-7

Latest copy of MGT-7 filed with MCA to be provided

Current Net worth Certificate C-1 of transferor and transferee

Networth Certificate should not be of a date later than a period of 6 months from the date of Application.

Certified True Copy (signed by Designated Director / Authorised Signatory) of the Networth Certificate and Computation of Networth to be provided, in case the same has been submitted as a part of yearly / half yearly compliance.

Networth certificate has to be as per format prescribed in Exchange circular

Provisional (estimated) Networth Certificate (Post Merger) of transferee

Mode of Merger (whether through Hon’ble National Company Law Tribunal/Regional Director or any other scheme of arrangement)

Draft Scheme of merger/business transfer agreement (to be filed with NCLT/ Regional Director/to be executed Business transfer Agreement).

The filing of the Scheme or execution of the Business Transfer Agreement is pursuant to regulatory approvals.

In case of business transfer, basic details of transferor/transferee and clauses w.r.t surrender of membership by transferor; present, past and future liabilities, pending complaints, pending arbitration matters, etc. are to be mentioned.

Memorandum of Association and Article of Association of transferee

Main object of the MoA should include stock broking activities

Status Report from other Exchanges and Depositories where transferor/ transferee is registered

i)

Status  report of all the Exchanges and depositories, wherever registered, except NSE to be submitted.

ii)

Status reports should not be of a date later than a period of 6 months from the date of Application.

PAN of transferee entity

Signed checklist with status