Format and manner of seeking authorisation to commence or carry on a Payment System in an International Financial Services Centre

1 International Financial Services Centres Authority IFSCA-FMPP0BR/12/2023-Banking-Part(2) October 23, 2024 CIRCULAR To, Entities seeking authorisation to commence or carry on a Payment System in an International Financial Services Centre. Dear Sir/Madam, Format and manner of seeking authorisation to commence or carry on a Payment System in an International Financial Services Centre 1. In exercise of its powers under sub-regulation 2 of regulation 4 of the IFSCA (Payment and Settlement Systems) Regulations, 2024, the Authority hereby specifies the format and manner for applying to the Authority for commencing or carrying on a Payment System in an IFSC. 2. Every person desirous of commencing or carrying on a Payment System in an International Financial Services Centre (hereinafter referred to as 'applicant') shall submit the application form (Schedule I) and additional information/submissions (Schedule II) to the Authority. 3. In addition to information sought in the abovementioned schedules, an applicant may be required to submit other information/clarifications as may be required by the Authority. 4. An applicant shall fill up the application form and submit the information sought in English. Incomplete applications shall not be considered. In case the applicant has already answered a question elsewhere in the schedules, specific reference to that cell/section may be provided to avoid duplication. 5. In case the applicant is of the opinion that an information sought in the schedules does not apply to him, the applicant shall answer to that effect stating the reasons justifying the non-applicability. 2 6. Applicants are advised to refer to the IFSCA website for latest amendments in the IFSCA (Payment and Settlement Systems) Regulations/ Frameworks/ Circulars etc. that may be pertinent to the application. 7. All the documents submitted along with the application must be in English. In case of documents that are not in English, a certified English translation of the same shall be enclosed. The English translation must be certified “true copy” by an external legal counsel. All documents submitted with the application shall be self-certified. However, in the case of foreign nationals or companies the relevant documents (e.g., Certificate of Incorporation, Certificate / Declaration of the person being authorised to act on behalf of the entity etc.) are to be apostilled /notarised. 8. Any queries relating to an application, submitted or proposed to be submitted, may be directed to the Authority by email to payment- systems@ifsca.gov.in. Yours faithfully (Supriyo Bhattacharjee) Chief General Manager Division of Payments and Settlements Department of Banking Regulation and Development 3 Schedule I: Application form Section A : General Information to be filled by the Applicant S. No. Particulars Comments / Remarks (for IFSCA use) 1. IFSCA Regulations/Framework/Circulars under which application is being made by the Applicant 2. Name of the Applicant 3. Legal form of the Applicant along with Registration/ Identification No. and documentary proof. For example, in case of a company provide the Certificate of Incorporation, Memorandum of Association and Articles of Association. 4. Date of incorporation of the Applicant 5. Name and Address of Head/ Corporate Office of the Applicant’s Parent Entity(ies) (also provide FAX no (if available), Email ID and Website) Address of Registered Office of the Applicant’s Parent Entity(ies) (also provide FAX no (if available), Email ID and Website) Address of principal place of Business of the Applicant’s Parent Entity(ies) (also provide FAX no (if available), Email ID and Website) 6. Provisional address of the Applicant’s proposed IFSC Unit. Attach copy of Provisional Letter of Allotment. 7. Details of Person Authorised with respect to this application (Name, Designation, Email, Phone, Address) 4 8. i) If Applicant’s parent entity(ies) is regulated by Financial Sector Regulator(s) provide the following details: Name of Regulator, Name of Country, Type of Activity, License/ Registration No., Date of Registration and Validity & No Objection Certificate (NOC) from home country regulator, if required as per IFSCA regulations. ii) If any of the Applicant’s group1 entities are regulated by Financial Sector Regulator(s) provide the following details: Name of Regulator, Name of Country, Type of Activity, License/ Registration No., Date of Registration and Validity 1for the purpose of this question, the term group shall include: JV’s/ Subsidiaries / Associates / Promoter / Body Corporate operating under common brand name 9. Whether Applicant’s Parent Entity, including all promoters/controlling shareholders/ senior management/ founders are from a country identified in the latest public statement of Financial Action Task Force as: a) High-risk jurisdiction subject to a call for Action; or (Yes/No) b) a Jurisdiction under Increased Monitoring. (Yes/No) If yes to any of the above, provide further details. 10. Whether Applicant’s group2 entities, having transactions/ commercial engagements with Applicant entity are from a country identified in the latest public statement of Financial Action Task Force as: a) a High-risk jurisdiction subject to a call for action; or (Yes/No) b) a Jurisdiction under Increased monitoring. (Yes/No) If Yes to any of the above, provide further details. 5 2for the purpose of this question, the term group shall include JVs/ Subsidiaries / Associates / Promoter / Body Corporate operating under common brand name Section B: Corporate Information 11. Copy of the Resolution passed by the Applicant authorizing its Director(s)/Partner(s)/ Authorised Person(s) as applicable, for enabling the Applicant to:  make an application to IFSCA, and thereby executing, or providing necessary documents on behalf of the Applicant to IFSCA.  to incorporate/ setup unit in IFSC  in case Applicant wants to pursue business activities different from the ones for which the Applicant is licensed (if applicable) Attach copy/copies 12. Provide details of ‘Information on Management’ as per given format in Section F. 13. Shareholding pattern / List of major shareholders3 (for all holding 10% or more of shares or voting rights or distributable dividend) / Persons exercising Control4 of Applicant. a) Authorised Capital: b) Paid up Capital / Partners Capital contribution: c) Subscribed Capital and Issued Capital: d) Face value of shares: e) Details of the Shareholding or partnership structure as below: Instrument Name Nationality Amount % %Indirect of the of Invested Direct Holding in Share h Individual (incl. Holding in Applicant older or shareholder Currency Applicant entity Investor s/ Country of ) entity (as on ) (as on ) Registration for Institutional Investors 6 Equity Shares/ Capital Contribution Others (Preference /Convertible etc.) TOTAL 3The intent of this question is to identify the Ultimate Beneficial Owner (UBO) of the Applicant. In case the shareholding is not held directly by the shareholder mentioned in table above in Q12, provide ownership structure chart of the Applicant clearly bringing out the vertical group structure and ownership percentages at all levels. 4Control shall include the right to appoint majority of the directors or to control the management or policy decisions exercisable by a person or persons acting individually or in concert, directly or indirectly, including by virtue of their shareholding or management rights or shareholders’ agreements or voting agreements or in any other manner. 13.A In respect of the shareholders disclosed in Q12 above: If the direct shareholder is a Natural person, then: provide Net Worth Certificate5 along with the last three years Personal Tax Returns. If the shareholder is a body-corporate, then: provide audited financial statements (Balance sheet, P&L and Cash flow statement) for the last three years. 5Net worth Certificate should not be older than six months as on the date of application (As certified by CA/CS or their equivalent in foreign jurisdiction). (Mention figures in space provided and Attach copy) 13.B Please provide the Net Worth Certificate6 of the Applicant. Enter the figures in the space provided and upload the document. 6Net worth Certificate should not be older than six months as on the date of application (As certified by CA/CS or their equivalent in foreign jurisdiction).