This annexure contains an undertaking by the applicant confirming that the concerned person(s) satisfy the “Fit & Proper Person” criteria prescribed under applicable laws and regulatory requirements. It confirms that the applicant and relevant persons have no disqualifying factors that would affect their eligibility or association with the regulated entity.

Annexure F

(To be given on the letterhead of the applicant)

Fit & Proper Person’ Undertaking

We hereby declare and undertake that: 

1. The applicant and following persons as referred in Clause 2 of Schedule II of SEBI (Intermediaries) Regulations, 2008 are fit and proper person as per requirement laid in in aforesaid schedule: 

(a) the applicant.  

(b) the principal officer, the directors or managing partners, the compliance officer and the key management persons of the applicant by whatever name called; and  

(c) the promoters or persons holding controlling interest or persons exercising control over the applicant, directly or indirectly: 

 (Provided that in case of an unlisted applicant or intermediary, any person holding twenty percent or more voting rights, irrespective of whether they hold controlling interest or exercise control, shall be required to fulfill the ‘fit and proper person’ criteria.) 

Explanation– For the purpose of this sub-clause, the expressions “controlling interest” and “control” in case of an applicant or intermediary, shall be construed with reference to the respective regulations applicable to the applicant or intermediary. 

2. The applicant and persons referred in point 1 above bear integrity, honesty, ethical behaviour, reputation, fairness and character of the person;  

3. The applicant and persons referred in point 1 above are not incurring following disqualifications mentioned in Clause 3(b) of Schedule II of SEBI (Intermediaries) Regulations, 2008: 

1. an order of restraint, prohibition or debarment has been passed against such person by the Board or any other regulatory authority or enforcement agency in any matter concerning securities laws or financial markets and such order is in force; 

2. recovery proceedings have been initiated by the Board against such person and are pending; 

3. an order of conviction has been passed against such person by a court for any economic offence or an offence of securities laws or any offence involving moral turpitude; 

4. an order for winding up has been passed against such person; 

5. such person has been declared insolvent and not discharged; 

6. such person has been found to be of unsound mind by a court of competent jurisdiction and the finding is in force; 

7. such person has been categorized as a wilful defaulter; 

8. such person has been declared a fugitive economic offender; or 

9. any other disqualification as may be specified by the Board from time to time. 

4. The stock broker is not associated with any defaulting member of any exchange. 

5. No complaint /arbitration/ disciplinary proceeding is pending against the stock broker. 

6. No enquiry/investigation proceeding is pending/ initiated against stock broker by any exchange. 

7. No outstanding fees from the broker. 

8. The applicant or any other person mentioned in point 1 above have not been declared as not ‘fit and proper person’ by an order of the Board.  

9. No notice to show cause has been issued for proceedings under SEBI(Intermediaries) Regulations, 2008 or under section 11(4) or section 11B of the SEBI Act during last one year against the applicant or any other persons referred in point 1 above. 

(Stamp and signature of authorised signatories) 

Date: 

Place:  

Note: 

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

2.  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.