Other Admission Requirements
Controlling Shareholding Group (CSG ) Norms
- Unless the Applicant is a Financial Institution, Public Listed Company or a Commercial Bank that is registered with a banking or insurance regulatory body or subsidiary of such Financial Institutions or Commercial Banks, every Applicant has to identify its CSG. The Shareholder(s) forming such a group can either be individuals, corporates or registered Trusts. These shareholders together should hold at least 51 % of the equity shares of the Applicant and should not include more than five persons or corporates or registered Trusts. This CSG has to be identified by the Applicant at the time of submitting the application to the Exchange and disclosed as per the format prescribed by GBOT and no other shareholder can be inducted in this CSG without the approval of GBOT. One of the factors on which membership will be considered by the Exchange is the CSG and the status and standing of those shareholders who constitute the CSG. The Applicant has to ensure that the shareholders constituting CSG always maintain among themselves the minimum required shareholding of 51%. Any dilution in the shareholding percentage below the minimum requirement amongst the constituents of the CSG will tantamount to a loss of control by the CSG and will be construed as transfer of Membership on the Exchange with another group of CSG emerging. This will entail suspension of the membership till such transfer is approved by the Exchange. In all such cases, the Exchange would review the matter on lines similar to a new membership.
- Where a Member who being admitted and enabled on the Exchange and is trading on the respective market segments to which they are admitted and seeks to change the CSG, the Exchange would consider waiving the application of the relevant CSG norms (as in (a) above) if the Member can substantiate to the Exchange the reasons for the change in the CSG and where applicable convince the Exchange of the continued adherence to the rules and directions of the Exchange in relation to Membership, trading and settlement by the Member under the newly constituted CSG.
- Where an application is made for such change in CSG under these provisions as in (b) above the Member shall furnish to the Exchange all the relevant information and documents in respect of shareholders who would constitute the new CSG so as to enable the Exchange to consider and decide on such request.
- In all such cases the matter would be placed before the Membership Committee for their consideration and decision.
- Where the Membership Committee concurs with the request of the Member for a change in the constitution of the CSG and the views of the Exchange in accepting the proposed changes to CSG, the Exchange would agree to waive the particular CSG norm (as in (a) above) and permit the Member to alter the constituents of the CSG accordingly by issuing the shares to the constituents where applicable and inducting the new shareholders to the CSG. The status of the said Member on the Exchange would continue as it stood earlier and the Exchange would not consider such change in the CSG as Transfer of Membership.
- It is an important requirement for all Members to inform the Exchange in writing of their intention to effect changes in their CSG and obtain the prior consent of the Exchange in writing before initiating such changes to their CSG.
- The new emerging Controlling Shareholding Group would have to submit an undertaking that they will abide by all the Rules of GBOT, its Directives, Circulars and Notifications and provisions of all Laws of Mauritius.
- Where one or more of the constituents of the CSG are corporates or registered trust, the shareholding pattern of such corporate entities, the constituents of the trust i.e. its trustees, ultimate beneficial owners, managers, settlors etc. will need to be submitted along with the application. Where the Applicant is a subsidiary of another company, the CSG norms are applicable identically for such holding or parent company.
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Change in Shareholding Pattern
Members are required to inform the Exchange of any change in the shareholding, amongst the CSG inter-se. However, the CSG shall always hold controlling interest of 51 % or above even after such change. Any breach of this norm, except for provided in clause no: 5(b) above will be construed as a reconstitution of the Member and will entail suspension of the Membership till such transfer is approved by the Exchange. In all such cases, the Exchange would review the matter on lines similar to a new membership. This is because in the case of a reconstitution of the Member, the existing CSG would no longer hold the controlling interest in the company or alternatively a new group would have emerged with controlling stake. Hence, the new CSG, would need to be examined by the Exchange through a fresh process akin to the admission of a new member.
Any change in shareholding arising due to the demise of an existing shareholder, where the shares are transmitted to one of the natural or legal heirs of the deceased shareholders, will not be construed as a change in CSG provided that such new shareholders opt to join the existing CSG even if it would have the effect of enlarging the number of shareholders in the CSG beyond five. Alternately, the remaining members of the CSG should continue to hold the requisite 51 % shares in the member corporate.‘
Documents required for change in shareholding among the CSG
- Letter informing change in shareholding involving the constituents of the CSG along with certified copy of Board Resolution authorising the change in shareholding giving details of increase / decrease / changes / transfer of shares (Letter to be on the letter head of the company duly signed by the authorised signatory).
- The new shareholding pattern as per Annexure 4 & Annexure 5 and should be signed by the Authorised signatory(ies) and certified by a Company Secretary.
- Proposed shareholding pattern as per Annexure 4 & Annexure 5 and should be signed by the Authorised signatory(ies)
- Undertaking & copies of Will, affidavits in case of transmission of shares.
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Transfer of Membership
Transfer of Membership could be on account of the following :-
- Request of existing Member to transfer its Membership on GBOT to another entity after expiry of three years.
- Reconstitution of the Controlling Shareholding Group. (of either the Member or its holding / parent company.)
In all such cases, GBOT would review the Members on lines similar to new membership process.
GBOT will at a later date communicate the quantum of the Transfer Fees through a circular / notification.
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Change in Director(s)
At the time of making a membership Application, the list of Directors of the Applicant company and where applicable, the holding company should also be submitted to the Exchange. Any changes in the Directors/ new appointment /resignation shall be communicated to the Exchange forthwith as per the following;
- Letter to the Exchange conveying the appointment or resignation of a Director along with certified copy of Board Resolution for appointment or acceptance of resignation as Director.
- Declaration 2A in case of every new director appointed and duly signed by the director.
- List of Directors after incorporating the change in Directors as per Annexure 2B.
Note : GBOT may request a Member to remove a Director from its Board, if it is noticed that such person attracts any disqualification from any Regulatory Financial Authority.
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Compliance Officer
Every member will need to have a Compliance Officer.
- A Compliance Officer of the Applicant Company shall be a senior management staff of the company and report to the Board of the Company.
- A Compliance Officer would ensure that all Rules, Regulations, guidelines, notifications, circulars etc. issued by Financial Services Commission, Mauritius, Global Board of Trade and the Clearing House of the Exchange and other regulatory bodies are complied with internally. Any discrepancies / deviations shall be reported independently by the Compliance Officer to the Board of Directors of the Member and to the Exchange immediately.
- The Compliance Officer shall ensure that observations made/deficiencies pointed out by Financial Services Commission, Mauritius and / or Global Board of Trade and/or the Clearing House during any inspection or investigations shall be addressed immediately. Remedial and control process initiated should be informed to Financial Services Commission, Mauritius and Global Board of Trade and/or the Clearing House of the Exchange and state how such deviations shall not be repeated.
- The name and details of the Compliance Officer so appointed and any changes there of should be communicated to the Exchange as per format given in Annexure 2A.
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Authorised Users
Members of GBOT shall appoint suitable persons to operate the trading terminal allocated to them by GBOT. Such persons are referred to as Authorised Users of the Members Trading Terminals.
GBOT may from time to time prescribe skills or qualifications for persons who would be appointed by its Members as Authorised Users to operate their trading terminals. Only those persons who meet such pre-requisites shall be authorised to function as Authorised Users of the Members.
A director, an officer, an employee or an agent of a Member who has been authorized to trade on GBOT markets on behalf of the Member shall apply for registration as an Authorised User.
No person shall be allowed to trade on GBOT markets unless he is authorized to trade by a Member and is registered with Global Board of Trade as an Authorised User.
GBOT may, at its absolute discretion, refuse to register a person as an Authorised User or terminate such registration if it considers that the person is not or is no longer fit or proper to act as the Authorised User of a Member.
A Member who permits any person to access its Trading Work Station (TWS) allocated by GBOT and who has not been granted registration as an Authorised User, may have its membership suspended by GBOT for a period to be determined by GBOT and/or be subject to a disciplinary action, among other things.
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Limitations
Further to the capital and networth requirements, no entity shall be admitted as a Member if :
- the applicant company or any its Director(s) has ever pled guilty to or been found guilty of a criminal offence including fraud or dishonesty relating to the violation of any Rules, Regulations or any Acts or any Laws of another Exchange, involving the dissemination of misleading information relating to trading, clearing & settlement of any securities or commodities on another Exchange.
- the applicant company or any its Director(s) who have been indicted by any other Exchange or Financial Markets Regulator for violation of the Rules, Regulations etc.
- the applicant company or any of its Directors or officers, Company Secretary or key managerial staff are named by any agency like World check, Complinet, or Office of Foreign Assets Control (OFAC) or such other bodies to have any links with or involved in (i) terrorists, (ii) terrorists financing or (iii) money laundering activities.
- the applicant company or any its Director(s) has been adjudged bankrupt or a receiver order in bankruptcy has been made against it or him or he has been proved to be insolvent even though he has obtained his final discharge;
- the applicant company or any its Director(s) has compounded with its/his creditors for less than full discharge of debts;
- the applicant has committed an act which may have rendered it liable to be wound up;
- the applicant company or any its Director(s) have been at any time expelled or declared a defaulter by any other Stock Exchange/Clearing House/Clearing Corporation or it/he has been debarred from trading in commodities/securities by an Regulatory Authorities like Financial Services Commission, Mauritius, Bank of Mauritius and equivalent regulatory bodies in different jurisdiction;
- the applicant company or any its Director(s) incurs such disqualification under the provisions of the Act or Rules made there-under so as to disentitle such persons from seeking membership of a stock exchange;
- the applicant company or any its Director(s) incurs such disqualification consequent to which Global Board of Trade determines it to be not in public interest to admit it as a Member on the Exchange.
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Periodic Compliances
- Transactions fees to be paid on a monthly basis within the due date.
- On an annual basis the following documents are to be submitted within three months from the end of the financial year.
- Details of Directors as per Annexure 2 B
- Networth Certificate as per Annexure 3 as applicable to be submitted within three months
of the close of the accounting period.
- Shareholding Pattern duly certified by a Audit Firm as per Annexure 4
- Details of Controlling Shareholding Group as per Annexure 5
- Audited Financials duly certified by an Audit Firm and Annual Report, if any.
- List of all approved & qualified users along with the user id nos. and address.
- Copy of renewed GBL I and Investment Broker / Dealer License from Financial Services Commission, Mauritius.