19. (1) Any person who acquires equity shares or voting rights, in a recognised market infrastructure institution, directly or indirectly, either individually or together with persons acting in concert, of ten per cent. or more of the paid-up equity share capital shall not have any conflict of interest and obtain prior approval of the Authority. (2) The market infrastructure institution shall verify the declarations/undertakings in relation to compliance with fit and proper requirements given... ... ...

18. (1) The shareholding in a recognised depository shall be held by, - (a) a depository recognised in India or a Foreign Jurisdiction with a minimum of twenty-six per cent. of the paid-up equity share capital of the recognised depository; or (b) a consortium of market infrastructure institutions with a minimum of fifty-one per cent. of the paid-up equity share capital of the recognised depository held by such consortium: Provided that the stock exchange(s) recognised ... ... ...

Shareholding in a recognised clearing corporation must be anchored by eligible market infrastructure institutions. A recognised stock exchange or clearing corporation must hold at least twenty-six per cent of paid-up equity capital, or an eligible consortium must hold at least fifty-one per cent, with recognised stock exchanges holding a majority within the consortium. Other persons may not directly or indirectly, alone or with persons acting in concert, acquire or hold more than twenty-five per cent of paid-up equity capital.

Regulation 16 requires a recognised stock exchange to have prescribed ownership by a recognised stock exchange or a consortium of eligible market infrastructure institutions. A consortium must hold at least 51% of paid-up equity share capital, with recognised stock exchanges collectively holding at least 51% within the consortium. Other persons, individually or acting in concert, cannot directly or indirectly acquire or hold more than 25% of paid-up equity share capital.

Recognised market infrastructure institutions must annually submit to the Authority a statutory auditor's certificate verifying their net worth for the preceding financial year. The audited net worth certificate is due by 30 September each year.

Recognised market infrastructure institutions must maintain a minimum net worth of USD 3 million at all times. The Authority may prescribe a higher net-worth requirement as a risk-management measure, having regard to the nature and scale of the institution's business.

13. The recognition granted to a market infrastructure institution may be withdrawn by the Authority after giving a reasonable opportunity of being heard: Provided that the recognition granted to a stock exchange or a clearing corporation shall be withdrawn in the manner provided under section 5 of the SCRA. =============... ... ...

12. The provisions of these regulations, as applicable to the grant of recognition shall also apply in relation to an application for renewal of recognition of a market infrastructure institution. =============... ... ...

11. A recognised market infrastructure institution shall pay the regulatory fee as specified by the Authority from time to time. =============... ... ...

10. The period of recognition granted to a market infrastructure institution shall be permanent or for such period not less than one year as may be specified by the Authority. =============... ... ...

9. (1) The Authority may, after considering the application and on being satisfied that the applicant has complied with the conditions laid down in these regulations and is eligible to act as a stock exchange, a clearing corporation, or a depository, as the case may be, grant recognition to the applicant subject to such conditions as the Authority may deem fit; (2) A recognised market infrastructure institution shall comply with such additional conditions as may be imposed by the Authorit... ... ...

8. (1) An applicant seeking recognition as a stock exchange or clearing corporation, as the case may be, shall comply with the following conditions, namely, - (a) the applicant is a company limited by shares; (b) the applicant is demutualised; (c) the applicant, its directors and its shareholders who hold or intend to hold shares, are fit and proper persons as specified in these regulations; (d) the applicant satisfies the requirements relating to the owne... ... ...

7. An application for recognition as a depository in an IFSC shall be accompanied by a copy of the draft bye-laws of the depository. =============... ... ...

6. in an IFSC, as the case may be, shall be accompanied by a copy of the memorandum of association, articles of association, bye-laws and other documents as provided in sections 3 and 4 of the SCRA, rule 5 of the rules and these regulations. =============... ... ...

5. An application for recognition as a market infrastructure institution in an IFSC shall be submitted to the Authority in the form and manner, and shall be accompanied by the fee as may be prescribed by the Authority. =============... ... ...

4. A person seeking recognition as a market infrastructure institution in an IFSC shall be a company incorporated in an IFSC in compliance with the shareholding requirements prescribed under these regulations. =============... ... ...

CHAPTER II RECOGNITION 3. No person shall conduct, organise or assist in organising any stock exchange, clearing corporation or depository in an IFSC unless he has obtained recognition from the Authority in accordance with these regulations. =============... ... ...

2. (1) In these regulations, unless the context otherwise requires, the terms defined herein shall bear the meanings as assigned below, and their cognate expressions shall be construed accordingly, - (a) "associate" in relation to a person shall include another person: i. who, directly or indirectly, by himself, or in combination with other persons, exercises control over the first person; ii. who holds control of at least twenty percent of the total voting power o... ... ...

INTERNATIONAL FINANCIAL SERVICES CENTRES AUTHORITY NOTIFICATION Gandhinagar, the 12th April, 2021 International Financial Services Centres Authority (Market Infrastructure Institutions) Regulations, 2021 No. IFSCA/2021-22/GN/REG011.-In exercise of the powers conferred by sub-section (1) of Section 28 read with sub-section (1) of Section 12 and sub-section (1) of Section 13 of the International Financial Services Centres Authority Act, 2019; Sections 4, 8A and 31 read with Section 29B... ... ...

SCHEDULE [See regulation 3(1), 3(4)(i) and 3(4)(ii)] No. Activity Minimum Owned Fund Requirement Exempted Regulations, if any 1 Undertaking only operating lease transactions for aircraft lease USD 0.2 mn or equivalent amount in any other freely convertible currency Regulation (4) and Regulation (8) subject to the following: (i) To have a Board approved prudential policy (ii) Fit and Proper criteria set out by the Authority 2 Undertaking one or more of the non-cor... ... ...