Application for Seeking Prior Approval for Change in Designated Directors Details

Application for seeking prior approval for change in Designated Directors Details

(On the Letterhead of the member)

Date:

To,

Membership Department

National Commodity Derivatives Exchange Limited

Ackruti Corporate Park, 1st Floor

L.B.S. Marg, Kanjur Marg (W)

Mumbai – 400 079

Dear Sir/Madam,

Sub: Change in Directors

Ref: M/s …………………………………………………………TMID……………… and SEBI Registration No : ………………….

We hereby seek prior approval from the Exchange for change in designated directors as per the details given below:

Sr no / Particulars / Name of the director
1 / Appointment of designated Director
2 / Resignation of designated Director
3 / Change in designated director due to death
4 / Change in existing non designated director to Designated Director

Pursuant to the above, we declare, confirm and undertake as under:

The incoming director is eligible to be appointed as director under Rule 8 of the Securities Contracts (Regulation) Rules, 1957.

The incoming designated director is not a sub-broker/Authorized person of any other trading member of the Exchange.

The incoming designated director is not a designated director of another Member of NCDEX

The number of Directors is not and shall not fall below two..

There is no change in shareholding and/or control of the Company pursuant to the above mentioned changes.

The minimum shareholding requirement of 5% as stipulated by the Exchange is not violated. Accordingly, Mr.______(Name of the Director) and Mr.______are holding ______%(Holding % of shareholding of the company) as per Exchange Guidelines.

There will be at least two designated directors after the proposed changes. (NA in case of changes in non-designated directors only)

The following documents are enclosed in support of and pursuant to the above changes.

Sr. No / Particulars of Documents / Submitted (YES/NO/NA)
1. / Certified True Copy of Resolution passed by the Board or the General Body of the Co for the appointment & resignation of Designated Directors
2. / Certified copy of Consent Letter from the New Director. (As per format )
3. / Certified Copy of Resignation Letter from the Director
4. / Undertaking for not being Debarred /Suspended(as per the format)
5. / Annexure C-3 : Details of all Directors before the changes (As per format)
6. / Annexure C-3 : Details of all Directors after the changes (As per format)
7. / Photographs of newly appointed director/s
8. / PAN Card copy of the new director duly attested by CA/CS or Gazetted Officer
9. / Certified copy of address proof of new appointed director
10. / Certified copy of the Certificates of educational qualification of new appointed director
11. / Certified copy of experience certificate/s of designated Director/s (on the letter head of the corporate entity)
12. / If the newly appointed Director/s also being proposed to be the authorized signatory/ies for day to day dealings of the Company on the Exchange
13 / 1. / Board Resolution appointing the new director/s as Authorized Signatory/ies of the Company with powers to deal and correspond with the Exchange for day to day dealings and operations.
2. / Specimen signature of the New Director/s (attested by their bankers)
14. / Death certificate (applicable only in case of death of director)

Note: All documents signed by Authorized Signatory under the Company Stamp

For any further communication in this regard, please contact the undersigned or Mr./Ms______(Name of the contact person)on______(Contact Numbers) or Email______

Yours faithfully

For (Name of the Member)(o be signed by two authorised signatories)

Format of Consent letter to be act as designated director

To,

------(Name of the company)

------(Address of the company)

Subject: Consent to act as a director.

I ………………………, hereby give my consent to act as designated director of ……….. (name of the company. The details and information with respect to the designated director is as follows:

Name of the designated director / Father's/Husband's Name / Date of Birth / Educational Qualifications / Details of experience / Email id

We also provide the following information for the proposed appointment of the director

Sr no / Particular / Yes/no
1 / Shareholding in M/s. ______(name of the Member entity)
Interests in any other company as a Director
Has ever been declared / rendered incompetent to enter into contract under any law in force in India
Has ever been declared a defaulter by any Association or Exchange recognized
by the Government under any law
Are any court case/s pending against the proposed director
Has ever been / is a Member of any other Commodity / Stock Exchange - (Yes / No), if yes, give details
Has any disciplinary action taken by any commodity / stock exchange against
him/ her or the Member in which he/ she held the offices of a director and
which had been a Member of a commodity / stock exchange - (Yes / No).
If yes, please give details in a separate sheet.
Has ever been adjudged bankrupt or have any receiving order been made against
them or have been proved to be insolvent at any time
Has ever been involved in litigations, suits or proceedings connected with
Commodity Market, Capital Market and economic offences or have been involved
in any financial liability of contingent or unascertained nature
Has ever been at any time convicted of any offence (including economic offences) involving fraud or dishonesty or financial irregularities or any warning censor or any penalty has been imposed by Regulatory agencies such as SEBI, RBI,
Department of Company Affairs nor any other such Regulatory
body
Have ever been at any time denied / rejected for membership of any Commodity / Stock Exchange or
commercial organization
Whether held the offices of the Director in any company which had been a Member of a Commodity / Stock Exchange and which has been ever been suspended / expelled / declared a defaulter on any other commodity / stock exchange or commercial organization and whether any economic offence or any warning censor or
any penalty has been imposed by any Regulatory agencies such as SEBI, RBI, Department of Company affairs nor any other such Regulatory body against such company
) Have ever been engaged as principal or employee in any business other than that of commodities
Have ever been pronounced guilty of a criminal offence involving moral turpitude
Have you ever been associated with or a trading Member of or subscriber to or a shareholder or
debenture holder of any other commodity / stock exchange
Have you committed any act which may render you liable to be wound up
Have you ever been suspended / expelled / declared defaulter on any other commodity / stock exchange
or have been declared debarred from trading in commodities / securities by any Regulatory Authorities like
FMC, RBI, SEBI etc.
Have you ever been had a provisional liquidator or receiver or official liquidator appointed by a competent
courts against you

I ______being a whole time director (proposed)

of the ______do hereby solemnly

declare and affirm that what is stated above is true to the best of my knowledge.

Dated thisday of20.

Signed by Designated Director

Attested by the member entity

Undertaking from the member entity

(On Member’s Letter Head)

Date:

To,

TheMembership Department

National Commodity & Derivatives Exchange Limited

1st Floor, Akruti Corporate Park

LBS Marg,Kanjur Marg, (West) Mumbai 400 078

Dear Sir,

“I/We ______(name of the designated director) and ______(name of another designated director) hereby confirm/declare/undertake that against the ______(name of the Member entity) and its directors, designated directors and shareholders

Are not debarred/suspended/declared defaulters by SEBI/FMC/RBI/any recognized Stock Exchange/any recognized Commodity Exchange.

Are not connected with any of the defaulting/suspended member of any Stock Exchange/Commodity Exchange.

There are no complaints/disciplinary action against us at SEBI/FMC/RBI/ any recognized Stock Exchange / any recognized Commodity Exchange.

No investigation/enquiry/adjudication/prosecution or any other action including consent proceedings, administrative warning, caution or advisory letter, etc. by SEBI/FMC/RBI/ any recognized Stock Exchange/ any recognized Commodity Exchange has been initiated/is pending against us or undertaken against us.

No action in respect of deviations in our commodity broking operations has been initiated against us by any of the commodity exchanges pursuant to inspection/audit.

Are not, at any point, involved in any type of money laundering activities.

Have not, at any point, committed any act and / or have not any time convicted for any act involving threat to the public/national interest.

the incoming designated director is eligible to be appointed as director and meet the eligibility criteria specified in Securities Contracts (Regulation) Rules, 1957 (Rule 8(4A) and other relevant provisions) and SEBI (Stock Brokers & Sub-brokers) Regulations, 1992.*

There is no adverse comment against us or our directors / partners / proprietors / promoters / Top five shareholders in the following:-

Defaulters list of RBI as available at - Suit filed cases - Suits filed of Rs.100 lakhs and above and Suits filed of Rs.25 lakhs and above (as per latest data available),

Prosecution list of CIS (as per latest data available) and non-CIS (as per latest data available) cases on the SEBI website (as per latest data available) in

i)Database of prosecution launched against CIS entities

ii)Database of prosecution launched against other than CIS entities

List of companies & Directors/shareholders/ proprietors against which orders have been passed U/s 11B of SEBI Act. (As per latest data available in Vanishing Companies under Issues and Listing, on

I/We declare thattheinformationgivenaboveis true.

In case of anyaction/complaints/investigation/enquirybyanyStatutory Agency/Regulatory Agency /Stock Exchange/Commodity Exchange in future, I/Weundertaketointimatethe Exchange immediately.

I/We declare that the information given above is true and any misstatement or misrepresentation or suppression of facts in connection with the above undertaking may entail rejection of our application or expulsion of our Membership.

Yoursfaithfully

For (Name of theMembers)

(To be signedbytwoDirectors/ twoPartners / Proprietor/Karta)

CompanyStamp

Place:

Annexure : C-3 (Before changes )

Certificate dated ______

submitted by______to NCDEX

DETAILS OF DIRECTORS/PARTNER/PROPRIETOR/SOCIETY MEMBER

Sr No. / Name / Father name / Nationality / Experience (No of Yrs) / PAN No / Designated Directors
(YES/No)
Or Type of Designation / Education qualification / Date of Birth / Residential address / Contact no , Mobile No and email id / Directorship/controlling shareholding in other cos.

Date:

Place:

Authorised Signature(s)

CERTIFICATE (for corporates / Institutions only)

This is to certify that the director/s’ details of ______as given above, based on my/ our scrutiny of the books of accounts, records and documents is true and corrects to the best of my/our knowledge and as per information provided to my/our satisfaction.

Date:

Place:

For (Name of Accounting Firm)

Name of Partner

Chartered Accountant

Annexure : C-3 (after changes )

Certificate dated ______

submitted by______to NCDEX

DETAILS OF DIRECTORS/PARTNER/PROPRIETOR/SOCIETY MEMBER

Sr No. / Name / Father name / Nationality / Experience (No of Yrs) / PAN No / Designated Directors
(YES/No)
Or Type of Designation / Education qualification / Date of Birth / Residential address / Contact no , Mobile No and email id / Directorship/controlling shareholding in other cos.

Date:

Place:

Authorised Signature(s)

CERTIFICATE (for corporates / Institutions only)

Date:

Place:

For (Name of Accounting Firm)

Name of Partner

Chartered Accountant