Bse Regulation and Rules

, 1957
& Regulations
Bombay Stock Exchange Limited
The edge is efficiency
Rules, Bye - Laws

Th e edge is efficien cy
Reg. Office: Floor 25, P. J. Towers, Dalal Street, Mumbai 400 001
Rules, Bye - Laws & Regulations
Of
Bombay Stock Exchange Limited, Mumbai
1957
st
(As Amended upto 31 December, 2006)
TRADITION * TRUST* TRANSPARENCY

BOMBAY STOCK EXCHANGE LIMITED
RULES, BYE-LAWS AND REGULATIONS,

1957
______________
PRELIMINARY
Short Title
1. (a) These Rules, Bye - Laws and Regulations shall be called “Bombay Stock Exchange
Limited, Bye-Laws and Regulations, 1957”
Commencement
(b) They shall come into force on such date as the Governing Board may appoint and
notify in that behalf
Subject to Act and Statutoty Rules
2. These Rules, Bye-Laws and Regulations shall be read subject to the provisions of the
Securities Contracts (Regulation) Act, 1956 and the Securities Contracts (Regulation)
Rules, 1957.
SUMMARY SHEET
PART PAGE NO.
FROM TO
A. RULES 1 137
1 140
B. BYE-LAWS
1 326
C. REGULATIONS
A. RULES
INDEX - RULES
Rule Subject Page No.
1. TITLE 1
Title of the Association
CONSTITUTION AND OBJECT
2-2A Constitution 2
3. Membership 2
4. Objectives 2
4(i) Main Objects 2
4(ii) Buildings 2
4(iii) Acquisition of Property 3
4(iv) Safe Deposit Vaults 3
4(v) Management and Disposal of Property 3
4(vi) Borrowing of Monies 3
4(vii) Investment 4
4(viii) Payments and Disbursements 4
4(ix) Subscriptions 4
4(x) Funds and Trusts 4
4(xi) Clearing House 4
4(xii) Licences and Privileges 4
4(xiii) Information and Publications 4
4(xiv-xv) Membership of other Bodies 4
4(xvi) Incidental Powers 5
MEMBERSHIP AND NOMINATION
5. Membership a Personal Privilege 6

6. Right of Membership Inalienable 6
7. Right of Nomination 6
8. Right of Nomination Not to be Exercised by Former Member 6
9. Right of Nomination of Deceased or Defaulter Member 6
10. Forfeited or Lapsed Right of Membership 6
11(a). Nomination by Member 6
11(b). Nomination in case of Deceased Member 7
11(c). Nomination in case of Defaulter 7
12. Fresh of Nomination 7
13. Form of Nomination 7
14. Notice of Nomination 7
15. Dues & Claims 8
16(1) Allocation in Order of Priority 8
16(2) Allocation in Order of Priority 8
16A. Application of Consideration 9
ELECTION OF NEW MEMBERS
17. Conditions of Eligibility 10

18. Qualification of Membership 11
19. Firms ineligible 12
19(A) Companies 12
19(B) Composite Corporate Member and Component Members 13
20. Nomination 15
I
21. Candidates to be Recommended 15

22A-22B Form of Application 16
23. Notice 16
24. Objection 16
25. Member’s Duty to Report 16
25A. Interview 17
26. Consideration of Application 17
27. Inquiry 17
28. Election By Ballot 17
29. Rejection of Candidates 17
30-30A Admission under Misrepresentation 17
31. Intimation of Election 18
32. Entrance Fee 18
33. Admission Fee 18
34. Payment of Admission and Entrance Fee and Annual Subscription 18
35A. Certificate of Admission to Membership 18
MEMBERSHIP SECURITY
36A. Provisions as to Security 20

37. Form of Security 21
38. Security how held 21
39. Value of Security to be maintained 21
40. Suspension on failure to maintain security 21
41. Change of Security 21
42. Conditions of Other Security 21
43. Lien on Security 21
44. Return of Security 22
45. Replacement of Security 22
46. Letter of Declaration 22
TERMINATION OF MEMBERSHIP
47. Discontinuance of Membership 23

48. Notice of Resignation 24
49. Intimation of Death of Member 25
50 - 50A. Claims Against Deceased Member 25
51. Payment of Deceased Member’s Obligations 25
52. Continuance of Deceased Member’s Business 26
DEFAULT & READMISSION TO MEMBERSHIP
53. Default 27
54. Lapse of Membership Right 27
55. Nomination for Defaulter when Necessary 27
56. Notice to be Posted 27
57. Objections to Readmission 27
58. Readmission of Defaulters 27
59. Surrender of names of Constitutes and Books a Conditions
of Eligibility 28
60. Full Payment a Conditions of Eligibility 28
II
61. Defaulter when not to be readmitted 28

62. Who may be readmitted 28
63 - 63A. Readmitted defaulter Ineligible for appointment as office Bearer 29
MEMBERSHIP REGISTER, NOTICES & DUES
64. Register of Members 30

65. List of Members 30
66. Member’s Address 30
67. General Notice 30
68. Annual Subscriptions, Fees & Charges 30
69. Liabilities of Past Members 30
70. Failure to pay Subscription and Other Fees 31
MEETINGS OF MEMBERS
71. Annual General Meeting 32

72. Extra-Ordinary General Meeting 32
73. Extra-Ordinary General Meeting How convened 32
74. Sanction of General Meeting were Obligatory 32
75. Extra-Ordinary General Meeting may make Rules and Bye-laws 33
76. Extra-Ordinary General Meeting not to Alter Governing Board 34
Resolution
77. Notice of Meetings 34
78. Who may be Present at Meetings 34
79. Quorum 34
80. No Quorum - Adjournment of Meeting 34
81. President to Preside 34
82. Decision by Majority 35
83. Voting 35
84. Poll 35
85. Validity of Vote 35
86. Casting Vote 35
87. Voting by Proxy 35
88. Suspended or Expelled Member and Defaulter Not to Vote 35
89. Adjourned of Meeting 36
90. Minutes 36
TRUSTEES
91. Appointment of Trustees 37

92. Number of Trustees 37
93 Functions 37
AUDITOR
94. Appointment and Duties of Auditor 38

95. Vacancy 38
ELECTION OF THE GOVERNING AND OFFICE BEARERS
96. Constitution of the Board 39

97. Retirement & Election 39
III
98. Chief Executive Officer 40

98A. Chief Operating Officer 40
99. SEBI Nominees 40
99A. Fair Practices/Code of Conduct for Public Representatives 41
and SEBI Nominees
100. Condition of Eligibility 41
100A. Condition of Eligibility 42
101. Partners as Members 43
102. Retiring Members 43
103. Notice of Election 43
104. Proposal of Candidates 43
105. Notice of Candidates 44
106. Ballot when Unnecessary 44
107. Scrutineers 44
108. Voting 44
109. Elected Candidates 44
110. Office Bearers 44
110A. No Elected Members to be Office Bearers 44
111. Vacancy in the Office of President, Vice-President or Honorary
Treasurer 45
112. Non Executive chairman 45
VACANCIES IN THE GOVERNING BOARD
113. Leave 46
114. Vacancy 46
115. Expulsion from Governing Board 47
116. Filling up of Casual Vacancies 47
117. Powers of Surviving Members 48
POWERS OF THE GOVERNING BOARD
118. Jurisdiction 49
119. General Powers 49
120. Governmental Powers 49
121. Administrative Powers 51
122. Power to Make Rules and Bye-Laws 53
123. Suspension of Rules, Bye-laws and Regulations 53
124. Exchange Not to Alter Governing Board Resolutions 54
125. Decision of Governing Board Final 55
126-126A. Delegation of Powers 54
127. Delegation of Powers in Emergency 56
128. Governing Board as Trustees 56
129. Indemnity to the Governing Board 56
MEETING OF THE GOVERNING BOARD
130. Meetings of the Governing Board 57

131. Ordinary Meetings 57
132. President of Chairman May Call Special Meeting 57
133. Urgent and Emergency Meetings 57
IV
134. Notice of Special Meeting 57

135. Quorum 57
137. Chairman to have casting Vote 58
138. Voting 58
139. Majority 59
140. Special Resolution 59
141. Ordinary Resolution by Circular 59
142. Adjourned Meeting 59
143. Proceedings 59
144. Governing Board Need Not Give Reasons 59
145. Members and Others to Appear Before Meetings if Required 59
146. Minutes 59
147. Correspondence 60
PRESIDENT AND VICE-PRESIDENT CHAIRMAN

149. Chairman 61
150. Representatives of the Exchange 61
151. Calling of Meetings 61
152. Special Powers 61
153. Delegated Powers and Duties 62
154. Powers vested in Chairman 62
TREASURER
155. Subscription and Receipts 63

156. Expenses and Accounts 63
157. Financial Statement and Balance Sheet 63
158. Delegation 63
SECRETARY
159. Secretary 64
160. Secretary Not an Active Member 64
161. Speculative Dealings Forbidden 64
162. Functions 64
163. Secretary to Control Staff 64
164. Minutes 64
165. Records 65
166. List of Members 65
167. Posting of Notices 65
168. Correspondence and cheques 65
169. Members to give Information 65
STANDING COMMITTEES
170. Arbitration, Defaulter’s and Disciplinary Action & Ethics 66

Committee
171. Chairman and Honorary Secretary 67
172. Retiring Members 67
V
173. Quorum 67
174. Voting 68
175. Proceedings 68
176. Leave 68
177-177A. Removal of Member 68
178. Casual Vacancy 69
PARTNERSHIP
179. Who may form Partnership 70

180. Security 70
181. Annual Subscription 71
182-182A. Partner in One Firm Only 71
183. Partnership with Non-Members Forbidden 71
184. Partnership with Suspended Members Forbidden 71
185. Contingent Partnership 71
186. Partnership Interest Not to be Assigned 72
187. Remuneration of Agents and Employees 72
188. Governing Board Sole Judge of Partnership 72
189. Permission Necessary 72
190. Application for Permission 72
191. Withdrawal of Permission 72
192. Changes in Partnership 72
193. Notice of Formation of and Change in Partnership 73
194. Register of Partnerships 73
195. Fictitious Partnership Names Forbidden 73
196. Misleading names 73
197. Names to be Printed 73
198. Liability of Member Partners 73
199. Liability of partner 73
200. Joint and Serval Liability 73
201. Bargains with Individual Partners 73
202. Partnership Dissolved on Default 74
203. The Term “Member” includes Partnership firm 74
FIRMS & REPRESENTATIVE MEMBERS
204. Member Working in Firm Name 75

205. Misleading Firm Name 75
206. Names to be Printed 75
207. Register of Firms 75
208. The Term “Member” includes “Firm” 75
209. Representative Member 75
210. Transactions in the Market by Representative Member 76
CONSTITUTED ATTORNEYS
211. Power of Attorney 78

212. Appointment of Substitutes 78
213. Registration of Power of Attorneys 78
214. Register of Constituted Attorneys 78
215. Members Liability 78
VI
REMISIERS
216. Remisier 79
217. Commission Terms 79
218. Permission Necessary 79
219. Ex-members as Remisiers 79
220. Remisier Not to be Another’s Employee 79
221. Remisier to Act for One Member only 79
222. Application 79
223. Remisier not to Engage in Forward Business 80
224. Approval or Rejection of Application 80
226. Terminiation 80
227. Register of Remisers 80
228. Admission to the Floor 81
229. Remisier Not to Make Bargains 81
230. Remisier Not to Sign Contract Notes 81
231. Remisier Not to Advertise 81
232. Remisier’s Personal Business 81
233. Sub-Agent 81
234. Remisier Not to share Brokerage with Constituents 81
235. Security 82
AUTHORISED CLERKS
236. Authorised Clerks 83

237. Number of Authorised Clerks 83
238. Remisiers as Authorised Clerks 83
239. Alternate Authorised Clerks 83
240. Substitute Authorised Clerks 83
241. Substitute Authorised Clerks When Not Allowed 83
242. Terms and Conditions 83
243. Permission of Governing Board Necessary 83
244. Minor Ineligible 83
245. Defaulter Ineligible 84
246. Suspended and Expelled Members 84
247. Application 84
248. Approval or Rejection of Application 84
250. Notice of Authorisation, Termination and Withdrawal 84
251. Register of Authorised Clerks 85
252. Admission to the Floor 85
253. Authorised Clerks to make Bargains 85
254. Members Liable for Bargains by Authorised Clerks 85
255. Libiality of Employer to continue until Notice 85
256. Authorised Clerks Not to Sign Contract Notes 85
257. Members Not Liable for Authorised Clerk’s Borrowings 86
257A. Additional Terms in case of Companies 86
257B. Amalgamation & Demerge of Corporate Member 88
VII
DISPLINARY PROCEEDINGS
258. Disciplinary Jurisdiction 91

259. Offences by Partners, Agents and Employees of Members 91
260. Member’s Responsibility for Partners, Agents and Employees 91
261. Members and others to testify and give information 91
262. Permission Necessary for Legal Representation 91
263. Explanation before Suspension or Expulsion 91
264. Penalties how imposed 92
265. Pre-Determination of Penalties 92
266. Commutation 92
267. Reconsideration 92
268. Failure to Pay Fines and Penalties 92
269. Consequences of Suspension 92
270. Consequences of Expulsion 93
271. Expulsion Rules to Apply 94
272. Suspension of Business 94
273. Notice of Penalty and Suspension of Business 94
RULES PERTAINING TO CLEARING HOUSE/CLEARING

COUNCIL
274. Clearing Council 95

275. Composition of Clearing Council 95
276. Chief Executive Officer 95
277. Office Bearers 95
278. Vacancy in the Office of Chairman 95
POWERS OF THE CLEARING COUNCIL
279. Jurisdiction 96
280. General Powers 96
281. Powers 96
282. Limitation of Powers 100
283. Suspension of Rules, Bye-laws and Regulations 100
284. Finality of Clearing Council Resolutions 100
285. Decision of Clearing Council Final 100
286. Delegation of Powers in Emergency 101
287. Indemnity to the Exchange and Clearing Council 101
288. Meetings of the Clearing Council 101
289. Ordinary Meetings 102
290. Chief executive Officer of Chairman May Call Special Meeting 102
291. Urgent and Emergency Meeting 102
292. Notice of Special Meeting 102
293. Quorum 102
294. Chairman to Preside 103
295. Chairman to have Casting Vote 103
296. Voting 103
297. Majority 103
298. Special Resolution 104
VIII
299. Ordinary Resolution by Circular 104

301. Proceedings 104
302. Members and Others to Appear Before Meetings if Required 104
303. Minutes 104
305. Chairman to Preside 105
306. Representatives of the Clearing House 105
307. Special Power 105
APPENDICES
App. Rule Ref. Subject Page
App. A 22 Addmission Application Form 106

App. A-I 22A Admission Application Form 107
App. A-II 22B Admission Application Form 111
App. B 13 Nomination Form No. 1 122
App. B 13 Nomination Form No. 2 122
App. C 11(b) Guidance for admitting Successor to 123
Deceased Member
App. D 31 Form of Letter Intimating Election 124
App. E 35(a) Certificate of Admission 124
App. F 46 Member’s Security Declaration Form No.1 125
App. F 180(a) Partner’s Security Declaration Form No.2 126
App. F 235(e) Remisier’s Security Declaration Form No. 3 127
App. F 44, 180(d), 235(d) Nomination Form No. 4 128
App. G 190(a) Partnership Form 130
App. H 170(aa) Code of Ethics for Directors and Functionaries 131
App. I 126A Matters that can be dealt with by the 135
Executive Committee
App. J 99A Guidelines for Fair Practices/code of 136
conduct for Public Respresentative &
SEBI Nominee Directors.
IX
Bombay Stock Exchange Limited 1 Rules
TITLE
Title of the Association

1
1. {The Association hitherto known as “The Native Share and Stock Brokers’ Association” and “The Stock
Exchange” shall hereafter be known under the name and style of “BSE”.}
2
1A. {The Phrase “The Stock Exchange” wherever it occurs in the Rules, Bye-laws and Regulations in the
context of the name of the Exchange, shall be deemed to mean “BSE”.}
3
1B. {The name “Bombay” wherever occurring in these Rules, Bye-laws and Regulations having a reference to
the city of Mumbai shall be read as “Mumbai”}
1
Amended by Governing Board Resolution dated 18.01.2001 and approved by SEBI on 10.01.2002.
2
Inserted by Governing Board Resolution dated 18.01.2001 and approved by SEBI on 10.01.2002.
3
CONSTITUTION AND OBJECTS
Constitution
2. The Stock Exchange (hereinafter referred to as “the Exchange”) shall be constituted of those persons who
are and shall hereafter be duly admitted a members of the Exchange according to the Rules for the time
being in force and all such persons whether admitted as members of the Exchange before or after these
Rules come into force shall be deemed bound by the Rules, Bye-laws and Regulations of the Exchange
which are or shall hereafter be for the time being in force.
1
{2A. Subject to the following provisions and unless otherwise expressly stated, all provisions contained in the
following Rules shall apply, mutatis mutandis, to a company or a financial corporation which is a member of
the Exchange.}
Membership
3. Subject to the provisions of the Securities Contracts (Regulation) Act, 1956, the membership of the
Exchange shall consist of such number of members as the Exchange in general meeting may from time to
time determine.
Objects
4. The Exchange is established -

2
Main objects
3
(i) to support and protect {in the public interest} the character and status of brokers and dealers and to
further the interests both of brokers and dealers and of the public interested in securities, to assist,
4
regulate and control {in the public interest dealings in securities, to ensure fairdealings}, to maintain
high standards of commercial honour and integrity, to promote and inculcate honourable practices and
just and equitable principles of trade and business, to discourage and to suppress malpractices, to
settle disputes and to decide all questions of usage, custom or courtesy in the conduct of trade and
business;
Buildings
(ii) to erect, construct, extend and maintain in Bombay a suitable building to be used as Broker’s Hall for
such other purposes of the Exchange as may bedetermined upon, such building to be forever called
“The Sir Dinshaw Petit Brokers’ Exchange Hall”, and to erect, construct and maintain such other build-
5
ing or buildings as may be considered necessary or desirable either {for the use or convenience of the
Exchange or its members or for furtherance of the objects and purposes of the Exchange} and to alter,
add to or remove any such building or buildings;
1
Inserted by Governing Board Resolution dated 07.12.87 and approved by Govt. on 03.02.88.
2
Amended by Governing Board Resolution dated 19.11.68 and approved by Govt. on 24.12.68.
3
4
5
Acquisition of Property
(iii) to acquire by purchase, taking on lease or otherwise and develop any property movable or immovable and
any rights or privileges necessary or convenient for the 1 {objects and purposes} of the Exchange and in
particular any land, buildings, easements or safe deposit vaults;
Safe Deposit Vaults
(iv) to use the safe deposit vaults for purposes of the 2 {Exchange or for the convenience of the members}
Management and Disposal of Property
(v) to insure, manage, develop, sell, exchange, lease, let under lease, sublet, mortgage, 3 {turn to account or
dispose of or otherwise deal with} all or any part of the property of the Exchange and in particular of the
Exchange, for furtherance of the objects and purposes of the Exchange;
Borrowing of Monies
(vi) to borrow or raise any monies required 4 {for the objects and} purposes of the Exchange upon such terms
and in such manner and with or without security as 5 {may from time to time be determined} 6 {and in
particular by the issue of debentures, debenture stock, bonds or other securities, provided always and it
is hereby expressly declared as an original and fundamental condition of any such borrowing or raising of
moneys that in all cases and under all circumstances any person claiming payment whether of principal
or interest or otherwise howsoever in respect of the moneys so borrowed or raised shall be entitled to
claim such payment only out of the funds, properties and other assets of the Exchange which alone shall
be deemed to be liable to answer and make good all claims and demands whatsoever under and in
respect of the moneys so borrowed or raised and not the personal funds, properties and other assets of
all or any one or more of the Trustees of the Exchange or Members of the Governing Board or members
of the Exchange, their or his heirs, executors, administrators, successors and assigns who shall not and
shall not be deemed to in anywise incur any personal liability or render themselves or himself personally
subject or liable to any claims or demands or to be charged under and in respect of the moneys so
borrowed or raised, and in the event of the funds, properties and other assets of the Exchange being
insufficient to satisfy the claims of all persons claiming payment as aforesaid, the right of any such
person shall be limited to and he shall not be entitled to claim anything more than his part or share of such
funds, properties and other assets of the Exchange in accordance with the terms and conditions on which
the moneys have been so borrowed or raised}
1
2
3
4
Substituted by Governing Board Resolution dated 19.11.68 and approved by Govt. on 24.11.68.
5
6
Investments
(vii) to invest or advance the monies of the Exchange not immediately required in or upon such security or
without any security and at or without interest and in such other investments as may from time to time be
determined upon;
Payments and Disbursements
(viii) to make payments or disbursements out of 1 {or dispose of the funds or any property} of the Exchange for
any of the purposes specified in the Rules, Bye-laws and Regulations of the Exchange;
Subscriptions
(ix) to subscribe or guarantee money for charitable 2 {objects};
Funds and Trusts
(x) to establish and support or assist in the establishment and support of any Exchange funds, trusts and
conveniences calculated to 3 {advance and further the objects and purposes of the Exchange};
4
{Clearing House}
(xi) to establish and maintain or to arrange or appoint agents to establish and maintain a Clearing House for
5
{the objects and purposes of the Exchange} and to control and regulate the use and administration
thereof;
Licences and Privileges
(xii) to enter into any arrangements with Government which may seem desirable and to obtain from
Government any powers, rights, licences, privileges or concessions which it may be deemed fit and
desirable to obtain 6 {for promotion of the objects and purposes of the Exchange};
Information and Publications
(xiii) to acquire, collect, preserve and disseminate statistical or other information in connection with the trade,
to maintain a library and to print, publish, undertake, manage and carry on any newspaper,
journal, magazine, pamphlet or other works in connection with or in furtherance of the objects of the
Exchange;
Membership of other Bodies
(xiv) to subscribe to, become a member of and co-operate with any other association whether incorporated or
not whose objects are to promote the interest represented by the Exchange or to promote general com-
mercial and trade interests and to procure from and communicate to such association such
information as may further the objects of the Exchange or promote measures for the protection of the
trade or any interest therein; and
1
2
3
4
5
6
1
(xv) {to promote, form and register and aid in the promotion, formation and registration of any company or
companies subsidiary or otherwise for the purpose of acquiring all or any of the property, rights and
liabilities of the Exchange, or for any other purposes which may seem directly or indirectly calculated
to benefit the Exchange and to transfer to any such company any property of the Exchange, and to be
interested in, or take or otherwise acquire, hold, sell or otherwise dispose of shares, debentures, and
other securities in or of any such company, or any other company, in connection with or in furtherance
of all or any of the objects and purposes of the Exchange;}
Incidental Powers
2
(xvi) {to do all such other things as are incidental or conducive to the attainment of the above objects or any
of them.}
1
2
Renumbered by Governing Board Resolution dated 08.04.85 and approved by Govt. on 07.06.85.
MEMBERSHIP AND NOMINATION
Membership a Personal Privilege
5. The membership shall constitute a personal permission from the Exchange to exercise the rights and privi-
leges attached thereto subject to the Rules, Bye-laws and Regulations of the Exchange.
Right of Membership Inalienable
6. A member shall not assign, mortgage, pledge, hypothecate or charge his right of membership or any rights or
privileges attached thereto and no such attempted assignment, mortgage, pledge, hypothecation or charge
shall be effective as against the Exchange for any purpose nor shall any right or interest in any membership
other than the personal right or interest of the member therein be recognised by the Exchange. The Governing
Board shall expel any member of the Exchange who acts or attempts to act in violation of the provisions of
this Rule.
Right of Nomination
7. Subject to the provisions of these Rules a member shall have the right of nomination which shall be
personal and non-transferable.
Right of Nomination Not to be Exercised

by Former Member
8. The right of nomination shall not be exercised by a former member who has been expelled or who has ceased
to be a member under any Rule, Bye-law or Regulation of the Exchange for the time being in force.
Right of Nomination of Deceased or Defaulter Member
9. On the death or default of a member his right of nomination shall cease and vest in the Exchange.
Forfeited or Lapsed Right of Membership
10. When a right of membership is forfeited to or vest in the Exchange under any Rule, Bye-law or Regulation of
the Exchange for the time being in force it shall belong absolutely to the Exchange free of all rights, claims or
interest of such member or any person claiming through such member and the Governing Board shall be
entitled to deal with or dispose of such right of membership as it may think fit.
Nomination by Member
1
{11. (a) A member of not less than three years’ standing who desires to resign may nominate a person
eligible under these Rules for admission to membership of the Exchange as a candidate for
admission in his place;
Provided that a member of less than three years’ standing who desires to resign may with the
sanction of the Governing Board nominate his own son eligible under these Rules for admission to
membership of the Exchange as a candidate for admission in his place;
1
Amended by Governing Board Resolution dated 24.02.97 and approved by SEBII on 21.03.97.
Provided further that the Governing Board may, at its absolute discretion and in exceptional cases and
for cogent reasons to be recorded in writing, permit by a special resolution, a member of less than three
years’ standing, who desires to resign, to nominate a person as a candidate for admission in his place,
subject to such terms and conditions as the Governing Board may in its absolute discretion think fit to
impose.
Provided further that a member of less than three years’ standing, may resign and exercise his right of
nomination in favour of a company with the sanction of the Governing Board on the following conditions
namely:
(i) He shall be a director of such company for a period of such number of years as would have
brought him three years standing had he not resigned from the membership;
(ii) He shall hold not less than 51% of the paid up equity capital of the company for the period
mentioned in sub clause (i); and
(iii) The company is eligible for membership in accordance with Rule 19A.}
Nomination in Case of Deceased Member

(b) The legal representatives of a deceased member or his heirs or the persons mentioned in Appendix C
to these Rules may with the sanction of the Governing Board nominate any person eligible under these
Rules for admission to membership of the Exchange as a candidate for admission in the place of the
deceased member. In considering such nomination the Governing Board shall be guided so as far
practicable by the instructions set out in Appendix C to these Rules.
Nomination in case of Defaulter

(c) The forfeited right of membership of a defaulter shall be restored to him if he be re-admitted as a
member within six months from the date of default but if an application by a defaulter for re-admission
be rejected by the Governing Board or if no such application be made within six months of the declara-
tion of default the Governing Board may at any time exercise the right of nomination in respect of such
membership.
Fresh Nomination
12. If a nominee be not eligible under these Rules or if a nominee be rejected by the Governing Board a fresh
nomination may be submitted to the Exchange.
Form of Nomination
13. The nomination shall be in the form prescribed in Appendix B to these Rules or in such other form as the
Governing Board may from time to time prescribe and the form shall only be issued on receipt of a written
application signed by the nominator and containing the full name of and signed by the nominee.
Notice of Nomination
14. A notice of the proposed nomination shall be posted on the notice board of the Exchange for not less than
fifteen days. Within fourteen days of the posting of such notice members shall file their claims against the
member by or in respect of whom the nomination has been made and any claim not so filed may not be
considered by the Governing Board.
Dues and Claims
15. The Governing Board shall not approve a nomination unless the nominating member or in the case of a
deceased member his legal representatives or heirs or the persons mentioned in Appendix C to these Rules
or any other person on his behalf shall have paid and satisfied in full -
Dues of the Exchange
(i) such subscriptions, debts, fines, fees, charges and other monies as shall have been determined by the
Governing Board to be due to the Exchange or the Clearing House by the nominating or deceased
member; and
Liabilities relating to Contracts
(ii) such debts, liabilities, obligations and claims arising out of any contracts made by such member
subject to the Rules, Bye-laws and Regulations of the Exchange as shall have been admitted by the
Governing Board; 1 {and
(iii) all amounts due or payable by the nominating or deceased member to the Trade Guarantee Fund.}
Allocation in Order of Priority
2
16 (1) When as provided in these Rules the Governing Board has exercised the right of nomination in
respect of a membership vesting in the Exchange the consideration received therefor shall be
applied to the following purposes and in the following order of priority namely -
Dues of Exchange and Clearing House
(i) first-the payment of such subscriptions, debts, fines, fees, charges and other monies as
shall have been determined by the Governing Board to be due to the Exchange, to the
Clearing House 3 {or to the Trade Guarantee Fund } by the former member whose right of
membership vests in the Exchange.
Liabilities relating to Contracts
(ii) second-the payment of such debts, liabilities, obligations and claims arising out of any
contracts made by such former member subject to the Rules, Bye-laws and Regulations
of the Exchange as shall have been admitted by the Governing Board:
Provided that if the amount available be insufficient to pay and satisfy all such debts,
liabilities, obligations and claims in full they shall be paid and satisfied pro rata; and
1
Amended by SEBI on 09.05.97 and adopted by Governing Board Resolution dated 10.05.97.
2
Renumbered by SEBI on 09.05.97 and adopted by Governing Board Resolution dated 10.05.97.
3
Inserted by SEBI on 09.05.97 and adopted by Governing Board Resolution dated 10.05.97.
Surplus
(iii) third-the payment of the surplus if any to the funds of the Exchange: Provided that the
Exchange in general meeting may at its absolute discretion direct that such surplus be
disposed of or applied in such other manner as it may deem fit.
1
16. (2) The provisions of clause (1) of this Rule shall not apply in cases wherethe Governing Board has
exercised the right of nomination in respect of a membership which has vested in the Exchange
upon a member having been declared a defaulter on or subsequent to such date as the Governing
Board may specify in this behalf.
Application of Consideration
2
16A. When the Governing Board has exercised the right of nomination in respect of a membership which has
vested in the Exchange upon a member having been declared a defaulter on or subsequent to the date to be
specified by the Governing Board as referred to in clause (2) of Rule 16, the consideration received therefor
shall be paid by the Governing Board to the Defaulters’ Committee to be applied for the purposes and in the
order of priority specified in the Bye-laws and the Regulations of the Exchange.
1
Inserted by SEBI on 09.05.97 and adopted by Governing Board Resolution dated 10.05.97.
2
ELECTION OF NEW MEMBERS
Conditions of Eligibility
17. No person shall be eligible to be elected as a member if-
Age
(i) he is less than twenty-one years of age;
Nationality
(ii) he is not a citizen of India:
Provided that the Governing Board may in suitable cases relax this condition with the prior
approval of the Central Government;
Educational Qualification
1
(iiA) { he has an educational qualification of less than either matriculation or the 10 plus 2 years’
qualification of the 10 plus 2 plus 3 years’ educational system or such other educational qualification
as may be prescribed by the Governing Board from time to time;
Provided that the Governing Board may in exceptional cases, with the previous approval of the
Central Government relax this condition;}
Bankruptcy
(iii) he has been adjudged bankrupt or a receiving order in bankruptcy has been made against him or he
has been proved to be insolvent even though he has obtained his final discharge;
Composition with Creditors
(iv) he has compounded with his creditors unless he has paid sixteen annas in the Rupee;
Fraud
(v) he has been convicted of an offence involving fraud or dishonesty;
Connection with Other Association or

Company Dealing in Securities
2
(vi) {deleted}
Other Business
3
(vii) { he is engaged as principal or employee in any business other than that of securities except as a
broker or agent not involving any personal financial liability unless he undertakes on admission to
sever his connection with such business; }
1
2
Deleted by Governing Board Resolution dated 19.05.89 and approved by Govt. on 28.03.90.
3
Added by Governing Board Resolution dated 09.09.58 and approved by Govt. on 30.09.58.
Connections with Other Forward Markets
(viii) he is associated with or is a member of or a subscriber to or a shareholder or debentureholder in or

is connected through a partner or employee of a member of or is a member or director of or
debenture-holder in a company which is a member of or debentureholder in any other organisation,
institution, association, company or corporation where forward business of any kind whether in
goods or commodities or otherwise is carried on unless he undertakes on admission to sever such
association or connection;
Expelled Member or Defaulter
1
(ix) { he has been at any time expelled or declared a defaulter by any other Stock Exchange; }
Previous Rejection
2
(x) { he has been previously refused admission to membership unless a period of one year has elapsed
since the date of such rejection. }
Qualification for Membership
18. No person eligible for admission as a member under these Rules shall be admitted as a member unless-
Past Experience
(i) he worked for not less than two years as partner with or as an authorised clerk or remisier or
apprentice to a member; or
Partner or Representative Member
(ii) he agrees to work for a minimum period of two years as a partner or to work for such period as a
representative member with another member and enter into bargains on the floor of the Exchange
not in his own name but in the name of such other member; or
Established Family Business
(iii) he succeeds to the established business of a deceased or retiring member who is his father, uncle,
brother or any other person who is in the opinion of the Governing Board a close relative;
3
{Work Experience
(iv) he has, in the opinion of the Governing Board, not less than two years experience in connection
with various activities relating to the securities market;}
Financial Soundness
(v) he has a minimum net worth; possesses a minimum working capital of cash and/or marketable
securities; and possess assets belonging to himself and/or spouse or children; of such nature and
value as the Governing Board may from time to time in its opinion determine and consider accept-
able; and
1
Re-numbered by Governing Board Resolution dated 09.09.58 and approved by Govt. on 30.09.58.
2
Re-numbered by Governing Board Resolution dated 09.09.58 and approved by Govt. on 30.09.58.
3
1
(vi) { he qualifies in a written test conducted by the Exchange and in case of a corporate member, the
directors referred to in sub-clause (v) of Rule 19A(b) qualify in a written test conducted by the
Exchange, and in the case of a Financial Corporation the Chief Executive Officer and another
director/officer both possessing experience as provided in sub-clause (v) of Rule 19A(b) qualify in a
written test conducted by the Exchange. }
Provided that the Governing Board may waive compliance with any of the foregoing conditions if the person
seeking admission is in respect of means, position, integrity, knowledge and experience of business in
securities considered by the Governing Board to be otherwise qualified for membership.
2
Firms Ineligible
3
19. (a) A partnership firm as such shall not be eligible for membership of the Exchange;
4
(b) {deleted}
Companies
5
19A. (a) A company as defined in the Companies Act, 1956 ( 1 of 1956) shall be eligible to be elected as
a member of the Exchange if -
(i) such company is formed in compliance with the provisions of Section 322 of the said Act;
(ii) a majority of the directors of such company are shareholders of such company and also
members of the Exchange; and
(iii) the directors of such company, who are members of the Exchange, have unlimited liability
in such company;
Provided that where the Central Government makes a recommendation in this regard the
Governing Board of the Exchange shall, in relaxation of the requirements of this clause admit as
member the following corporations, companies or institutions (collectively referred to as “the
financial corporation”) namely -
(i) the Industrial Finance Corporation of India established under the Industrial Financial
Corporation Act, 1948 (15 of 1948);
(ii) the Industrial Development Bank of India established under the Industrial Development
Bank of India Act, 1964 (18 of 1964);
(iii) the Life Insurance Corporation of India established under the Life Insurance Corporation
Act, 1956 (31 of 1956);
1
2
3
4
Deleted by Governing Board Resolution dated 21.12.92 and approved by SEBI on 27.02.93.
5
Rule 19 (c) renumbered by Governing Board Resolution dated 21.12.92 and approved by SEBI on 27.2.93
(iv) the General Insurance Corporation of India constituted under the General Insurance Corpo-
ration (Nationalisation) Act, 1972 (57 of 1972);
(v) the Unit Trust of India, established under the Unit Trust of India Act, 1963 (52 of 1953);
(vi) the Industrial Credit and Investment Corporation of India Ltd., a company registered
under the Companies Act, 1956 ( 1 of 1956);
(vii) the subsidiaries of any of the corporations or companies specified in (i) to (vi) and any
subsidiary of the State Bank of India or any Nationalised Bank set up for providing mer-
chant banking services, buying and selling securities and other similar activities.
1
{19A.(b) A company as defined in the Companies Act, 1956 (1 of 1956) shall also be eligible to be elected
as a member of a Stock exchange if -
(i) such company is formed in compliance with the provisions of Section 12 of the said Act;
(ii) such company undertakes to comply with such financial requirements and norms as may
be specified by the Securities and Exchange Board of India for the registration of such
company under sub-section (1) of Section 12 of the Securities and Exchange Board of India
Act, 1992 (15 of 1992);
2
(iii) { Deleted }
(iv) the directors of the company are not disqualified for being members of a stock exchange
under clause (1) [except 3 { sub-clause (b) and } sub-clause (f)] or clause (3) [except
4
{ sub-clause (a) and } sub-clause (f)] of Rule 8 of the Securities Contracts (Regulation)
Rules, 1957, and the Directors of the company had not held the office of the Directors in any
company which had been a member of the stock exchange and had been declared defaulter
or expelled by the stock exchange; and
(v) not less than two directors of the company are persons who possess a minimum two years’
experience:
(a) in dealing in securities; or

(b) as portfolio managers; or
(c) as investment consultants. }
Composite Corporate Member and Component Members
5
19B. (i) When a company formed and nominated by more than one member of the Exchange is admitted
as a corporate member of the Exchange in place of such members or a corporate member of the
Exchange acquires 6 {more than one
1
2
3
4
5
6
membership right by nomination or in any other manner in accordance with and subject to} the
fulfillment of all other applicable Rules, Bye-laws and Regulations of the Exchange including provi-
sions relating to admission of new members, such a corporate member will be known as a Com-
posite Corporate Member and the membership rights held by the Composite Corporate Member
will be known as Component Memberships.
(ii) A Composite Corporate Member shall fulfill all eligibility criteria for admission to membership and
for contribution of membership as is applicable to corporate members of the Exchange and also
such other criteria as the Exchange or Securities and Exchange Board of India may prescribe from
time to time.
(iii) A Composite Corporate Member shall not hold more than such number of membership rights as
decided by the Governing Board from time to time;
(iv) The Composite Corporate Member shall pay the entrance fee, admission fee, annual subscription
and fees payable to SEBI and furnish membership security in respect of each component
membership.
(v) The Composite Corporate Member shall pay the base minimum capital in respect of each
Component Membership, in accordance with and subject to the other provisions of these Rules,
Bye-laws and Regulations and such conditions as the Governing Board may from time to time
stipulate.
(vi) The networth of the Composite Corporate Member shall be computed in the manner prescribed by
the Securities and Exchange Board of India and the Governing Board of the Exchange and no value
shall be assigned to the Component Memberships for computing the networth of the
Composite Corporate Member.
(vii) The Composite Corporate Member shall have only one trading right and only one representative
member on the Governing Board or any Standing Committee of the Exchange for all the Component
Memberships of the Composite Corporate Member in accordance with the Rules, Bye-laws and
Regulations of the Exchange.
(viii) A Composite Corporate Member shall be entitled to have as many voting rights as the number of
Component Memberships of the Composite Corporate Member at the meeting of the members of
the Exchange.
1
(ix) {A Composite Corporate Member may resign from the membership right associated with any of
its Component Memberships only after a period of:
(a) three years from the date of the acquisition of that Component Membership by the Composite
Corporate Member; or
(b) six months from the date of the acquisition of that Component Membership by the
Composite Corporate Member if atleast three years have elapsed after the date of
acquisition of any other Component Membership then held by the Composite Corporate
Member.
All the liabilities, if any, relating to the Component Membership in respect of which the Composite
Corporate Member has resigned will continue to be borne by Composite Corporate Member.}
1
(x) If a Composite Corporate Member desires to resign from its Component Membership/s, the
Composite Corporate Member may, in accordance with and subject to the other provisions of
Rules, Bye-laws and Regulations and such conditions as the Governing Board may from time to
time stipulate, nominate a person/s eligible under these Rules as a candidate for admission to the
membership/s of the Exchange from which the Composite Corporate Member is resigning; and the
Composite Corporate Member may continue in respect of the remaining Component
Membership/s, if any.
(xi) The Composite Corporate Member shall maintain only one set of accounts books for all the Com-
ponent Memberships.
(xii) Any action by the Securities and Exchange Board of India, Exchange or any committee or official
of the Exchange against the Composite Corporate Member whether by way of censure, warning,
fine, suspension, expulsion, default or withdrawal, suspension or limitation of membership rights or
otherwise shall operate against all the Component Memberships of the Composite Corporate Mem-
ber.
Clarification : Without prejudice to the generality of clause (xii) of this Rule, it is clarified that on
declaration of default or expulsion of a Composite Corporate Member for any reason whatsoever,
the Composite Corporate Member shall cease to be a member of the Exchange in respect of all its
Component Memberships, and all the Component Memberships and the rights of nomination in
respect of all such memberships shall vest in the Exchange or the Governing Board in accordance
with the provisions of these Rules, Bye-laws and Regulations.
(xiii) If a Composite Corporate Member is disentitled to or disqualified from continuing as a member of

the Exchange for any reason, the Composite Corporate Member shall cease to be a member of the
Exchange inrespect of all the Component Memberships, and all the Component Memberships and
the rights of nomination in respect of all such memberships shall cease and vest in the Exchange or
the Governing Board in accordance with the provisions of these Rules, Bye-laws and Regulations.
(xiv) Where a member of the Exchange is entitled to any right or privilege or is liable to pay any amount
to the Exchange or discharge any liability or obligation to the Exchange, and these Rules, Bye-
laws and Regulations do not stipulate whether a Composite Corporate Member is entitled to such
right or privilege or is liable to pay such amount or discharge such liability or obligation in proportion
to the Component Memberships or whether, notwithstanding the Component Memberships, the
Composite Corporate Member is entitled or liable only to the same extent as a member who is not
a Composite Corporate Member, the Governing Board may by resolution stipulate in this regard.
Nomination
20. A candidate for admission except a candidate applying for a membership vesting in the Exchange must
obtain a nomination in the manner provided in these Rules.
Candidates to be Recommended
21. A candidate for admission must be recommended by two members none of whom should be a Member of
the Governing Board. The recommenders must have such personal knowledge of the candidate and of his
past and present circumstances as shall satisfy the Governing Board.
Form of Application
22. An application for admission shall be in the form prescribed in Appendix A to these Rules or in such other
form as the Governing Board may from time to time prescribe and shall be signed by the candidate and his
recommenders.
1 2
22A. An application for admission by a company or a financial corporation eligible { under sub-clause (a) of Rule
19A, } shall be in the form prescribed in Appendix A-I to these Rules or in such other form as the Governing
Board may from time to time prescribe and shall be signed, in the case of the company, by at least two
directors, one of whom shall be the Managing Director or the Executive Director where such financial
corporation has a Managing Director or an Executive Director, as the case may be. The application shall be
accompanied by a copy of the resolution passed by the Board of Directors of the company/financial corpo-
ration and duly certified as true by the Chairman, if any, or by a whole time director of the company or the
financial corporation.
3
22B. { An application for admission by a company or a financial corporation eligible under sub-clause (b) of Rule
19A, shall be in the form prescribed in Appendix A-II to these Rules or in such other form as the Governing
Board may from time to time prescribe and shall be signed, in the case of a company, by at least two
directors of such company (such directors to be shareholders of the company) and in case of a financial
corporation, by at least two directors, one of who shall be the Managing Director or the Executive Director,
where such financial corporation has a Managing Director or an Executive Director, as the case may be.
The application shall be accompanied by a copy of the resolution passed by the Board of Directors of the
company/financial corporation and duly certified as true by the Chairman, if any, or by a whole-time Director
of the company or financial corporation. }
Notice
23. A notice of each application for admission with the names of the recommenders shall be posted on the
notice board of the Exchange for not less than fifteen days previous to the date of election.
4
{ Provided that such notice of nomination shall not be necessary in case of a Corporate Member or
Composite Corporate Member applying for a membership right directly either from auction of Membership or
when fresh membership is issued by the Exchange. }
Objection
24. A member intending to object to the admission of a candidate shall communicate the grounds of his
objection to the Governing Board by letter within fourteen days of the posting of the notice of the application
for admission. Any such communication shall be deemed privileged and confidential.
Member’s Duty to Report
25. It shall be deemed to be incumbent on any member who may know or who shall have received credible
information of any fact or circumstance relating to such candidate or relating to his conduct or character
which may render such candidate disqualified or unfit to be a member to report to the Governing Board
accordingly. Any such report shall be deemed privileged and confidential.
1
2
Substituted by Governing Board Resolution dated 26.07.93and approved by SEBI on 14.10.93.
3
Substituted by Governing Board Resolution dated 26.07.93 and approved by SEBI on 14.10.93.
4
Interview
1
25A. {No candidate for admission shall be eligible for election unless he or in the case of a Corporate Member,
the directors referred to in sub-clause (v) of Rule 19A(b) or in the case of a Financial Corporation, the Chief
Executive Officer and another director/officer both possessing experience as provided in sub-clause (v) of
Rule 19A(b)
(i) is interviewed by such committee or committees as may be constituted by the Governing Board
and such committee(s) is/are adequately satisfied of his knowledge, integrity and ability to provide
quality service; and
(ii) in the opinion of the Governing Board adequately fulfills, interalia, the requirements contained in
clause (iiA) of Rule 17, clauses (iv) and (v) of Rule 18 and clause (i) herein above. }
Consideration of Application
26. After the expiry of the period prescribed for communicating objections to an application for admission the
application together with all objections and reports relating to such application which may have been re-
ceived 2 {and the report(s) by the committee(s) of the interview } shall be placed before the Governing Board.
Inquiry
27. A candidate for admission and his recommenders shall if required by the Governing Board appear
personally before any meeting of the Governing Board and shall answer all questions which may be put to
them.
Election by Ballot
28. The election of all new members (whether they shall have been nominated or not) shall be by ballot and a
candidate shall be deemed duly elected if approved by a majority of not less than two-third of the votes cast
at a meeting of the Governing Board at which not less than one-half of the total number of the Members of
the Governing Board are present in addition to the Government Nominees (if any) attending the meeting.
Rejection of Candidate
29. The Governing Board may in its absolute discretion reject any application for admission (whether the can-
didate shall have been nominated or not) without assigning any reason.
Admission Under Misrepresentation
30. The Governing Board may expel a member if in its opinion he has in or at the time of his application for
admission to membership or during the course of the inquiry made by the Governing Board preceding his
admission -
(i) made any willful misrepresentation; or

(ii) suppressed any material information required of him as to his character and antecedents; or
(iii) has directly or indirectly given false particulars or information or made a false declaration.
3
{30A (a) The Governing Board may expel a member which is a company if it is satisfied that-
1
2
3
(i) at the time of the making of the application for admission, the company was not eligible for
admission under the provisions of sub-clause (c) of Rule 19 and admission had been
secured by willful misrepresentation; or
(ii) at any time after admission, the company has ceased to maintain or have the characteristics
of eligibility under the provisions of sub-clause (c) of Rule 19; or
(iii) the company contravenes or commits a breach of any of the provisions of these Rules.
(b) Expulsion of a member being a company as aforesaid under sub-clause (i) of clause (a) above,
shall also operate as expulsion of each Director of such company who is a member of the
Exchange. }
Intimation of Election
31. When a new member is elected intimation of his election shall be sent to him in the form prescribed in
Appendix D to these Rules or in such other form as the Governing Board may from time to time prescribe.
Entrance Fee
32. A newly elected member shall immediately on receipt of intimation of his election pay such entrance fee as
may be determined from time to time by the Exchange in general meeting which fee shall become the
property of the Exchange.
Provided that no entrance fee shall be payable by a member who has been nominated as a candidate for
admission under these Rules.
Admission Fee
33. A newly elected member (whether he shall have been nominated for admission or not) shall on election pay
such admission fee as the Exchange in general meeting may from time to time determine.
Payment of Admission and Entrance Fees and Annual Subscription
34. A new member on election shall not be entitled to exercise any of the rights or privileges of membership until
he shall have paid the admission fee and entrance fee if any and the annual subscription for the year of his
election. Should such member fail to make such payment within one month of the receipt of the intimation
of his election his election shall be deemed null and void and he shall be deemed never to have been elected
a member.
Certificate of Admission to Membership
35. (a) On due payment of the admission fee and entrance fee if any and of the annual subscription a
certificate of admission to membership shall be sent to the new member in the form prescribed in
Appendix E to these Rules or in such other form as the Governing Board may from time to time
prescribe together with an intimation of the date from which he shall enjoy the rights and
privileges and be subject to all the duties, liabilities and obligations of a member of the Exchange.
Notice of Admission
(b) When a member is admitted as provided in sub-clause (a) a notice of such admission shall be
posted on the notice board of the Exchange.
1 2
35A. The provisions of Rules 20, 21, 23 to 28 shall not apply to a member which is a company { formed under
Rule 19A(a) } and the provisions of Rules 20, 21, 23 to 29 shall not apply to a member which is a financial
corporation.
3
Limited Trading Membership
35B. (1) The Exchange may elect and admit one or more persons as Limited Trading Members of the
Exchange (“Limited Trading Member”) in accordance with guidelines prescribed by the Governing
Board from time to time.
(2) Subject to the provisions of Sub-rule (3), and the scheme of Corporatisation and Demutualisation of
the Exchange as approved by SEBI, a Limited Trading Member shall be a member of the Exchange
in all respects and for all purposes and shall have all the rights, privileges, obligations and liabilities
of a member of the Exchange, and shall have the right to carry on business as an intermediary in the
Equity Market Segment and/or the Debt Market Segment of the Exchange as prescribed by the
Governing Board from time to time. All the Rules, Bye-laws and Regulations of the Exchange shall
apply mutatis mutandis to a Limited Trading Member as they apply to any other member of the
Exchange. Provided however that where the Governing Board permits a Limited Trading Member to
carry on business in Equity Market Segment and/or the Debt Market Segment of the Exchange as
set out hereinabove, the Governing Board shall, from time to time, prescribe detailed guidelines,
terms and conditions including but not limited to guidelines, terms and conditions relating to the
nature and amount of deposit to be kept with the Exchange, capital adequacy norms, margin
requirements etc., for each such market/segment or combination thereof. Provided further that
deposit kept by a Limited Trading Member for acquiring the Limited Trading Membership as set out
hereinabove shall remain with the Exchange during the tenure of such membership.
(3) Notwithstanding anything stated above or elsewhere in these Rules, Bye-laws or Regulations, -
(i) A Limited Trading Member, the legal representatives of a deceased Limited Trading
Member, his heirs, the persons mentioned in Appendix C to these Rules or the Governing
Board shall have a right of nomination in respect of a Limited Trading Membership or a
former or lapsed Limited Trading Membership;
(ii) A Limited Trading Member or a partner or representative of a Limited Trading Member shall
not, as such Limited Trading Member or partner or representative, be entitled to be a
member of the Exchange’s Governing Board or of any other Board, Council or Committee of
the Exchange or any Segment of the Exchange and shall not, as such Limited Trading
1
2
3
Inserted by Governing Board Resolution dated 23.05.03 & 20.03.04 and approved by SEBI on 29.01.04 & 18.05.04.
Member or partner or representative, be entitled to hold any office or post in the Exchange
or any Segment of the Exchange; and
(iii) A Limited Trading Member shall not, as a Limited Trading Member, be entitled to voting
rights on any matter save and except on resolution to be passed by the members of the
Exchange for amending the Rules or Bye-laws of the Exchange which would prejudicially
affect the rights of Limited Trading Members;
Provided always that the provisions of sub-clause (iii) above shall not entitle a Limited
Trading Member to initiate or move any resolution but to merely vote on a resolution of the
nature described herein.
and the Rules, Bye-laws and Regulations of the Exchange shall be construed accordingly
(4) If a member holds one or more memberships of the Exchange which are not Limited Trading
Memberships and holds one or more Limited Trading Memberships then such Limited Membership(s)
shall not limit or prejudice such member’s rights in respect of the first mentioned membership(s).
(5) The Exchange may from time to time modify the form prescribed in the Appendices hereto in relation
to their applicability to Limited Trading Members or applicants for Limited Trading Membership or
may prescribe other forms for Limited Trading Members or applicants for Limited Trading Membership.
(6) The register of members maintained by the Exchange pursuant to Rule 64 shall also indicate, in
respect of each Limited Trading Member, that such member is a Limited Trading Member.
MEMBERSHIP SECURITY
Provisions as to Security
36. A new member shall on admission provide security for the sum of Rs.50,000 or such enhanced amount as
may be decided by Governing Board of the Exchange from time to time with the prior approval of the Central
Government and shall maintain such security with the Exchange at all times he is carrying on business on
the Exchange except when working as a representative member:
Provided, however, that if a member’s son or son’s son or brother or brother’s son be admitted to
membership, he shall not be required to provide such security during the period he continues to be a partner
with such member.
Provided, further, the Governing Board may, in its discretion, but after getting the permission of the
Central Government, increase the amount by such sum as it deems fit in the case of any particular
applicant for membership.
1
36A. A new member being a company or a financial corporation eligible 2 { under sub-clause (c) of Rule 19A} shall
not be required to provide for membership security.
1
2
Submitted by Governing Board Resolution dated 23.05.94 and approved by SEBI on 22.07.94.
Form of Security
37. The security to be furnished by a member shall be provided either by a deposit of cash or it may be provided
in the form of a Deposit Receipt of a Bank approved by the Governing Board or in Securities approved by the
Governing Board subject to such terms and conditions as the Governing Board may from time to time
impose. Deposits of cash shall not carry interest and the securities deposited by a member valued at the
market price of the day shall exceed the sum for the time being secured thereby by such percentage as the
Governing Board may from time to time prescribe.
Security How Held

38. Deposits of cash shall be lodged in a Bank approved by the Governing Board and Bank Deposit Receipts
and securities shall be transferred to and held either in the names of the Trustees of the Exchange or in the
name of a Bank approved by the Governing Board and lodged with a Bank approved by the Governing Board.
Such deposit shall be entirely at the risk of the member providing the security but it shall be held by the
Bank solely for and on account of the Exchange at the absolute discretion of the Exchange without any
right whatever on the part of such member or those in his right to call in question, the exercise of such
discretion.
Value of Security to be Maintained

39. The member providing security in the form of securities shall always maintain the value thereof at not less
than the sum of 1 {Rs.2,00,000} by providing further security to the satisfaction of the Governing Board
which shall always determine the said value and whose valuation shall conclusively fix the amount of any
deficiency to be from time to time made up.
Suspension on Failure to Maintain Security

40. When so required under the provisions of these Rules a member shall provide further security within three
days of a notice to that effect being sent to his registered address or if he has no registered address within
three days of such notice being posted on the notice board of the Exchange. A member failing therein shall
be required by the Governing Board or the President to suspend his business forthwith. A notice of such
suspension shall be immediately posted on the notice board of the Exchange and the suspension shall
continue until the further security is provided.
Change of Security
41. A member may withdraw any security provided by him if he first provides in lieu thereof other security of
sufficient value to the satisfaction of the Governing Board.
Conditions of Other Security
42. All further and other security provided by a member shall be subject to the same conditions as the security
originally provided.
Lien on Security
43. The security provided by a member shall be subject to a first and paramount lien for any sum due to the
Exchange or to the Clearing House by him or by the partnership of which he may be a member and for the
due fulfillment of his engagements, obligations and liabilities or of the partnership of which he may be a
member arising out of or incidental to any bargains, dealings, transactions and contracts made subject to
the Rules, Bye-laws and Regulations of the Exchange or anything done in pursuance thereof.
1
Return of Security
44. On the termination of his membership or on his ceasing to carry on business on the Exchange or on his
working as a representative member or on his death all security not applied under the Rules, Bye-laws and
Regulations of the Exchange shall at the cost of the member be repaid and transferred either to him or as
he shall direct or in the absence of such direction to his legal representatives.
Replacement of Security
45. A member who has withdrawn his security on his ceasing to carry on business on the Exchange or on his
working as a representative member shall replace such security before commencing business on the
Exchange at any time thereafter.
Letter of Declaration
46. A member providing security under the provisions of these Rules shall sign a Letter of Declaration in the
form prescribed in Appendix F to these Rules or in such other form as the Governing Board may from time
to time prescribe.
TERMINATION OF MEMBERSHIP
Discontinuance of Membership
47. (a) No member shall continue as such if -
Ceases to be Citizen of India
(i) he ceases to be a citizen of India:
Provided that nothing herein shall affect those who are not citizens of India if they were
admitted as members prior to the date1 of application to the Central Government for recog-
nition of the Exchange under the Securities Contracts (Regulation) Act, 1956 or if they are
hereafter admitted as members with the prior approval of the Central Government in confor-
mity with the requirements prescribed in these Rules;
Adjudged Bankrupt
(ii) he is adjudged bankrupt or a receiving order in bankruptcy is made against him or he is

proved to be insolvent;
Convicted of Fraud
(iii) he is convicted of an offence involving fraud or dishonesty;

2
(iv) deleted.
3
(v) deleted.
Engaged in Other Business
(vi) he engages either as principal or employee in any business other than that of securities
except as a broker or agent not involving any personal financial liability:
Provided that the Governing Board may for reasons to be recorded in writing permit a mem-
ber to engage himself as principal or employee in any such business if such member
ceases to carry on business on the Exchange either as an individual or as a partner in a
firm:
Provided further that the members who were under the Rules in force prior to the date4 of
application to the Central Government for recognition of the Exchange under the Securities
Contracts (Regulation) Act, 1956 permitted to engage in any such business and were
actually so engaged on the date of such application may continue to be so engaged for a
period of three years from the date of the grant of such recognition.
1
9th April, 1957
2
3
4
9th April, 1957
1
Connected with other Forward Markets
(vii) he becomes associated with or a member of or subscriber to or a shareholder or

debentureholder in or connected through a partner or employee with or an agent or authorised
representative or employee of a member of or a member or director of or debentureholder in
a company which is a member of or debentureholder in other organisation, institution,
association, company or corporation where forward business of any kind whether in goods
or commodities or otherwise is carried on:
Provided that the members who were admitted prior to the 1st of March 1926 and who were
actually so associated or connected on the date2 of application to the Central Govern-
ment for recognition of the Exchange under the Securities Contracts (Regulations) Act,
1956 may continue to be so associated or connected for a period of three years from the
date of the grant of such recognition.
3
(vii-a) being a company, it ceases to maintain or have the characteristics of eligibility under the
provisions of sub-clause (c) of 4 { Rule 19A } hereof;
5
(vii-b) being a director of the company referred to in the third proviso to Rule 11(a) ceases to
maintain or ceases to have the characteristics of eligibility under the provisions of the third
proviso to Rule 11(a) and under Rule 19A hereof.
6
(vii-c) he ceases to have or possess the minimum net worth; the minimum working capital and
the assets as may be determined by the Governing Board under clause (v) of Rule 18.
Expulsion Rules to Apply
(b) When a member ceases to be such under provisions of sub-clause (a) it shall be as if such member
has been expelled by the Governing Board and in that event the provisions relating to expulsion
contained in these Rules shall apply to such member in all respects.
Notice of Resignation
48. (a) A member wishing to resign from the membership of the Exchange shall serve on the Exchange
a written notice to that effect which shall be posted on the notice board of the Exchange:
7
{ Provided that in case of a member which is a company or a financial corporation, such notice
shall be accompanied by a copy of the resolution passed at a meeting of the Board of Directors of
such company or financial corporation containing the decision to resign and such copy shall be
certified as
1
2
9th April, 1957
3
4
5
6
Re-numbered by Governing Board Resolution dated 23.05.94 and approved by SEBI on 22.07.94.
7
true by the Chairman, if any or by a whole-time Director of the company or financial

corporation. }
Objection
(b) A member objecting to any resignation that has been notified shall communicate the grounds of
his objection to the Governing Board by letter within fourteen days of the posting of such notice.
Acceptance or Refusal of Resignation
(c) The Governing Board may accept the resignation of a member either unconditionally or on such
conditions as it may think fit or may refuse to accept such resignation and in particular may refuse
to accept such resignation until it is satisfied that all outstanding transactions with such member
have been settled.
Intimation of Death of Member
49. On the death of a member his legal representatives or heirs or the persons mentioned in Appendix C to
these Rules or his employees or any member receiving information of the death shall immediately
communicate this information in writing to the Exchange.
Claims Against Deceased Member
50. When a member dies all subscriptions, debts, fines, fees, charges and other monies as shall have been
determined by the Governing Board to be due by him to the Exchange or to the Clearing House, 1 { all
amounts as shall have been determined by the Defaulters’ Committee to be due or payable by him to the
Trade Guarantee Fund } and all debts, liabilities, obligations and claims arising out of any contracts made
by him subject to the Rules, Bye-laws and Regulations of the Exchange as shall have been admitted by the
Governing Board shall be paid and satisfied in full before his legal representatives or heirs or the persons
mentioned in Appendix C to these Rules are allowed to exercise the right of nomination.
2
50A. The provisions of Rule 50 shall apply, mutatis mutandis, to a member being a company or a financial
corporation which goes into liquidation or is dissolved.
Payment of Deceased Member’s Obligations
51. If the legal representatives of a deceased member or his heirs or the persons mentioned in Appendix C to
these Rules or any other person on his behalf do not or are unable to pay and satisfy his dues, debts,
liabilities, obligations and claims as provided in the Rules, Bye-laws and Regulations of the Exchange the
Governing Board shall exercise the right of nomination in respect of such membership and the
consideration received therefor shall be applied in the manner provided in these Rules, 3 {Bye-laws and
Regulations. }
1
2
3
Continuance of Deceased Member’s Business
52. If on the death of a member his legal representatives or heirs or the persons mentioned in Appendix C to
these Rules desire that his business should be continued for some time for the benefit of the deceased’s
family by any specified person who is eligible for membership and intimate their desire by a letter to the
Exchange the Governing Board or the President may in its or his discretion permit such business to be
carried on by such person on behalf of the legal representatives or heirs or the persons mentioned in
Appendix C for such period not exceeding six months, as may be deemed proper.
DEFAULT AND READMISSION TO MEMBERSHIP

Default
53. A member who is declared a defaulter shall at once cease to be a member of the Exchange and as such
cease to enjoy any of the rights and privileges of membership but the rights of his creditor members against
him shall remain unimpaired.
Lapse of Membership Right
54. A member’s right of membership shall lapse to and vest in the Exchange immediately he is declared a
defaulter.
Nomination for Defaulter when Necessary
55. A defaulter shall not be required to obtain a nomination before his readmission. But a defaulter in whose
case the Governing Board has exercised the right of nomination shall not be readmitted unless he secures
a nomination on or before readmission.
Notice to be Posted
56. A notice of every application by a defaulter for readmission shall be posted on the notice board of the
Exchange for at least fifteen days previous to his readmission.
Objections to Readmission
57. Any member or any other creditor intending to object to the readmission of the defaulter shall communicate
the grounds of his objection to the Governing Board by a letter within fourteen days of the date of the posting
of the notice of the application for readmission. All such objections shall be deemed privileged and confiden-
tial.
Readmission of Defaulters
58. (a) Upon an application for re - admission by a defaulter the Defaulters’ Committee shall investigate
his conduct and accounts and no further proceedings shall be taken by the Governing Board with
regard to his readmission until the report of the Defaulters’ Committee shall have been submitted
together with a statement as to the defaulter’s estate signed by himself.
Investigation
(b) The attention of the Defaulters’ Committee shall be directed -
(i) to ascertain the total amount of the defaulter’s business assets and balances at his
bankers during the previous three months and the highest volume of purchases and sales
separately on any day during the same period and the proportion of the total purchases
and sales on his own account and on account of his constituents during that period;
(ii) to ascertain the total amount paid to his estate specifying the sums collected on the
Exchange and those received from constituents and those from the defaulter himself;
(iii) to ascertain the conduct of the defaulter preceding and subsequent to his failure and to
report on any matter prejudicial or otherwise to the defaulter’s application which has
transpired at any meeting of creditors or has officially come to its knowledge elsewhere.
Surrender of Names of Constituents and

Books a Condition of Eligibility
59. A defaulter shall not be eligible for readmission if he fails to give up the names of any constituents
indebted to him or if he fails to deliver to the Defaulters’ Committee as soon as he is so required to do his
original books and accounts and all other papers, vouchers, documents and records and any information,
explanations and statements he is called upon to submit.
1
{ Full Payment a Condition of Eligibility
60. (1) A defaulter shall not be eligible for re-admission unless, within such time as may be specified by
the Governing Board, he has made full payment of all amounts payable by him to the Exchange,
to the Clearing House, or to the Trade Guarantee Fund and also of all amounts payable by him to
Securities and Exchange Board of India and all other creditors (whether they be members of the
Exchange or not) in connection with contracts made subject to the Rules, Bye-laws and Regula-
tions of the Exchange; Provided that where a claim of a creditor (other than the Exchange, the
Clearing House or the Trade Guarantee Fund) is the subject matter of an arbitration proceeding
under the Rules, Bye-laws and Regulations which is pending, the Governing Board may in its
discretion consider the defaulter to be eligible for re-admission if he deposits with the
Exchange a sum equal to the amount of such disputed claim. The sum so deposited shall be
paid to the claimant to the extent to which the arbitration award is in favour of the claimant and
the balance shall be refunded to the defaulter.
(2) Upon an application of the defaulter in this behalf, the Governing Board may from time to time in its
discretion and subject to such terms and conditions as it may deem fit to impose, extend the time
specified by it for payment of any amounts payable by the defaulter upon being satisfied that there
is sufficient cause to do so. Provided that, save and except for exceptional reason which shall be
recorded by the Governing Board in writing, the Governing Board shall not be entitled to extend time
beyond one year from the date of declaration of default. }
Defaulter when not to be Readmitted

61. A defaulter shall not be readmitted if his default has been contributed to by reckless dealings on his own
account or if his conduct has been marked by indiscretion and by the absence of reasonable caution.
Who may be Readmitted

62. (a) The Governing Board may subject to the conditions prescribed in sub - clause (b) and such other
conditions as it deems fit to impose readmit only such defaulter who in its opinion -
(i) has defaulted owing to the default of principals whom he might have reasonably expected
to be good for their commitments;
(ii) has not been guilty of bad faith or breach of the Rules, Bye-laws and Regulations of the
Exchange;
(iii) has kept his business within a reasonable proportion of his means or resources; and
(iv) has been irreproachable in his general conduct.
1
Replace by SEBI on 09.05.97 and adopted by Governing Board Resolution dated 10.05.97.
Conditions of Readmission
(b) The readmission of a defaulter shall be on condition that he shall not carry on business on the
Exchange for a period of atleast two years from the date of his readmission or for such longer
periods as the Governing Board determines in each case and that before commencing business he
shall provide security for the sum of 1 { Rs.50,000 } and shall maintain such security (or the amount
deemed fit to be in his case by the Governing Board) with the Exchange at all times he is carrying
on business on the Exchange except when working as a representative member.
(c) The provisions in these Rules relating to security provided by a member on admission shall apply
in all respects to security provided by a defaulter subsequent to his readmission to membership as
prescribed in sub-clause(b)
Readmitted Defaulter Ineligible for Appointment as Office Bearer
63. A member who has been declared a defaulter at any time shall not be eligible to be elected a Trustee, a
Member of the Governing Board or of any standing or other committee or as an office bearer of the Ex-
change.
2
63A. The provisions of Rules 53 to 63 shall apply mutatis mutandis, to a member being a company or financial
corporation:
Provided that re-admission of a defaulter which is a company or a financial corporation shall be subject to
such conditions which the Governing Board may in its absolute discretion impose and communicate to the
defaulter;
Provided further that default by a member being a company shall also be deemed to be the default of all its
Directors who are members of the Exchange and the provisions of these Rules to a defaulter members shall
apply to such Director.
1
2
MEMBERSHIP REGISTER, NOTICES AND DUES
Register of Members
64. A register of members shall be maintained by the Exchange in which shall be en-tered the names and
addresses of members and the dates of their admission and termination of membership by resignation,
death, default, expulsion or otherwise.
List of Members
65. A list of the members of the Exchange shall be published from time to time.
Member’s Address
66. (a) Every member shall register with the Exchange an address and subsequent changes thereof at
which all communications addressed to him shall be delivered. 1 { } Any member not complying
with this provision shall be debarred from claiming the protection of the Rules, Bye-laws and
Communications to Members
(b) If a member has not registered his address as provided in sub-clause (a) to which a communication
addressed to him may be delivered or refuses to take delivery of such communication such com-
munication shall be posted on the notice board of the Exchange and thereupon it shall be deemed
to have been received by him.
General Notice
67. A notice to the general body of the members of the Exchange may be published by posting such notice
bearing the date of posting on the notice board of the Exchange and every member shall be deemed to be
affected by such notice immediately after it has been posted.
Annual subscriptions, Fees and Charges

2
68. Every member shall pay at such time or times and in such manner as the Governing Board shall direct such
admission and entrance fees if any and annual subscriptions as may be from time to time determined by
the Exchange in general meeting and such other fees and charges as may be from time to time determined
by the Governing Board.
Liabilities of Past Members
69. A member who shall for any reason cease to be a member of the Exchange shall nevertheless remain liable
for and shall pay to the Exchange all monies which at the time of his ceasing to be a member shall have
been due by him to the Exchange, to the Clearing House 3 { or to the Trade Guarantee Fund. }
1
2
3
Amended by SEBU on 09.05.97 and adopted by Governing Board Resolution dated 10.05.97.
Failure to Pay Subscription and Other Fees
70. Save as otherwise provided in the Rules, Bye-laws and Regulations of the Exchange if a member fails to
pay his annual subscription, fees, charges or other monies which may be due by him to the Exchange, to
the Clearing House 1 { or to the Trade Guarantee Fund } within two months after notice in writing has been
served upon him by the Exchange he may be suspended by the Governing Board until he makes payment
and if within a further period of six months he fails to make such payment he may be expelled by the
Governing Board.
1
MEETINGS OF MEMBERS
Annual General Meeting
71. (a) In the month of March in each year or as soon thereafter as may be practicable the Governing
Board or the President may convene a meeting of the members of the Exchange to be called the
Annual General Meeting of the Exchange.
Business at Annual General Meeting

(b) No business shall be brought forward or transacted at the Annual General Meeting except the
following -
Balance Sheet and Auditor’s Report

(i) Consideration of the preceding year’s statement of income and expenditure and balance
sheet together with the auditor’s report thereon;
Appointment of Auditor
(ii) appointment of an auditor; and
Other Business
(iii) such other business as shall have been specified in the notice convening the meeting.
Extraordinary General meeting

72. All meetings of the Exchange other than Annual General Meetings shall be called Extraordinary General
Meeting.
Extraordinary General Meetings How Convened

73. (a) The Governing Board or the President may at any time and in case the Governing Board is not
functioning 1 { the Chairman or } the Secretary on the written requisition of five or more members
shall convene an Extraordinary General Meeting of the Exchange.
Requisition for Extraordinary General Meeting

(b) The Governing Board or the President shall on the requisition of not less then fifty-one members
convene an extraordinary general meeting within fifteen days of the receipt of such requisition
failing which any five of the requisitionists may convene such meeting within the next fifteen days.
The requisition shall state the objects of such meeting to which the discussion shall be strictly
confined.
Sanction of General Meeting where Obligatory

74. The Exchange in general meeting may from time to time decide, 2 { determine, authorise and sanction }
the following which matters shall be deemed to lie within its sole and exclusive jurisdiction and outside
the purview of the Governing Board namely -
1
2
Trustees
(i) appointment and removal of Trustees;
Number of Members
(ii) the maximum number of members of the Exchange;
Entrance, Admission and Annual Fees
(iii) the amount of the entrance fee, admission fee and annual subscription payable by members;
Dealing with Immovable Property
(iv) Acquisition, purchase, lease, sale, exchange, mortgage or other disposal absolute or conditional
of the whole or part of any immovable property of the Exchange;
Dealing with Funds
(v) payment, disbursement, disposal of or dealing with any funds or property of the Exchange for
contributions or payment towards a charitable purpose or for expenses other than the expenses
necessary for carrying on the 1 {administration, functions, working and affairs} of the Exchange:
provided a resolution for this purpose has been adopted at a general meeting called for the purpose
at which a quorum of not less than one hundred members is present and 2 { provided further that no
payment or disbursement shall be made directly or indirectly by way of dividend, bonus or other-
wise by way of profit to the members of the Exchange or to any one or more of them or to any
persons claiming through any one or more of them; }
Borrowing
3
(vi) { borrowing or raising, subject to the provisions of Rule 4(vi), of any monies } required for the
purposes of the Exchange upon such terms and in such manner and with or without security as
may be determined: provided however that the Governing Board shall have the right to borrow
money against and pledge all or any part of the securities not paid for and held by the Clearing
House for the account of a defaulting member upto an amount not exceeding the value of such
securities at the ruling market price for the purpose of making payment to members in respect of
such securities.
Extraordinary General Meeting may Make Rules and Bye-laws
75. (a) The Exchange in Extraordinary General Meeting may without derogating from the powers of the
Governing Board in that behalf and subject to the provisions of the Securities Contracts
(Regulation) Act, 1956 from time to time make, add to, vary or rescind any Rule or Rules or Bye-law
or Bye-laws to carry out the objects of the Exchange.
1
2
3
Resolution How Passed
(b) No resolution for the purpose of sub-clause (a) shall be deemed to have been passed or be of any
effect whatever unless it shall have been approved and a.dopted by a majority of three-fourths of the
members present at a general meeting called for the purpose at which a quorum of not less than
eighty members is present.
Extraordinary General Meeting Not to Alter

Governing Board Resolution
76. It shall not be competent to the Exchange in general meeting to add, to alter, vary or rescind any resolution
passed by the Governing Board under the powers or authority conferred upon it by the provisions of any Rule
or Bye-law of the Exchange for the time being in force.
Notice of Meetings
77. All meetings of the Exchange shall be convened by a notice posted on the notice board of the Exchange at
least three days before the date appointed for the meeting.
Who may be Present at Meetings
78. Members 1 { and the Chairman } and the legal advisers and officers of the Exchange shall be entitled and
any other person may with the permission of the President be allowed to be present at a general meeting of
the Exchange. A member before taking his seat shall sign his name in the book provided for the purpose.
Quorum
79. The quorum for a general meeting of the Exchange shall be not less than twenty-five members present
unless it is otherwise provided in any Rule or Bye-law of the Exchange for the time being in force. If a
fraction appears when determining a quorum under any Rule or Bye-law of the Exchange it shall be omitted.
No business shall be transacted at any general meeting unless a quorum be present for the transaction of
such business.
No Quorum - Adjournment of Meeting
80. If within thirty minutes from the time appointed for the meeting the quorum required by any Rule or Bye-law
of the Exchange for the time being in force be not present the meeting if convened upon a requisition of
members shall be dissolved and in any other case it shall stand adjourned at the same time and place to
the same day in the next week or if such day be a holiday to the next business day and if at such adjourned
meeting no such quorum be present within fifteen minutes of the time appointed for the
meeting those members present shall constitute a quorum and may transact the business for which the
meeting was called.
2
(President to Preside)
81. The President of the Exchange or in his absence the Vice-President shall be entitled to take the chair at
every general meeting. If there be no President or Vice-President or if at any meeting the President or Vice-
President be not present within fifteen minutes of the time appointed for such meeting or be unwilling to act
as chairman the members present shall choose a Member of the Governing Board as chairman and if
1
2
no Member of the Governing Board be present or if all the Members of the Governing Board present decline
to take the chair the members present shall choose one of their number to preside.
Decision by Majority
82. Every question submitted to a general meeting shall be decided by a majority of the votes cast at the
meeting unless a specified majority is required by any Rule or Bye-law of the Exchange for the time being
in force: provided that if a fraction appears when so determining the specified majority it shall be omitted.
Voting
83. Votes shall be taken by a show of hands unless a poll be (before or on the declaration of the result on the
show of hands) demanded in writing by not less than five of the members present and unless a poll be so
demanded a declaration by the chairman that a resolution has on a show of hands been carried or carried
unanimously or carried by a particular majority or lost and an entry to that effect in the minute book of the
Exchange shall be deemed conclusive evidence of the fact that such resolution was so carried or lost and
no further proof of the number or proportion of the votes recorded for or against such resolution shall be
necessary.
Poll
84. If a poll be duly demanded by five or more members present at a general meeting it shall be taken at such
time and place either immediately or after an interval or adjournment (except when the poll be demanded on
the election of a chairman or on a question of adjournment when it shall be taken forthwith) and either by
open voting or by ballot as the chairman directs and the result of such poll which shall determine whether
the resolution is carried or lost shall be deemed to be the resolution of the meeting at which the poll was
demanded.
Validity of Vote
85. The chairman of any general meeting shall be the sole judge of the validity of any vote given at such
meeting.
Casting Vote
86. In case of an equality of votes whether on a show of hands or on a poll the chairman of the general meeting
at which the show of hands takes place or at which the poll is demanded shall be entitled to a second or
casting vote.
Voting by Proxy
87. A member present in person at a general meeting shall have one vote. No voting by proxy or by power of
attorney shall be allowed.
Suspended or Expelled Member and defaulter Not to Vote
88. A member who has been suspended or expelled or declared a defaulter shall not be entitled to be present
or to vote at any general meeting but a member shall not be disentitled to be present and vote merely
because money is due and payable by him to the Exchange.
Adjournment of Meeting
89. The chairman of a general meeting may with the consent of the majority of the members present adjourn
the meeting from time to time and from place to place but no business shall be transacted at any adjourned
meeting other than the business left unfinished at the meeting from which the adjournment took place.
Minutes
90. Minutes of the proceedings of general meetings shall be maintained under the authority of the Secretary
and such minutes shall be available for inspection by members at such time and place as the Governing
Board may determine.
TRUSTEES
Appointment of Trustees
91. The Exchange in general meeting shall from time to time appoint such members being citizens of India
resident in Bombay City as it deems fit as Trustees 1 {to hold the} 2 { funds, properties and other assets
of the Exchange upon trust for the objects and purposes of the Exchange } and shall have power from time
to time remove such Trustees or one or more of them as it shall see occasion and to appoint another or
others in the place of the Trustee or Trustees so removed.
3
{ Provided that the funds, property and other assets of the Trade Guarantee Fund shall be held and dealt
with by such person or persons and in such manner as may be provided by the Bye-laws and Regula-
tions of the Exchange}
Number of Trustees
92. There shall be 4 { five } Trustees of the Exchange. A Trustee shall continue in office till he dies or ceases to
be a member or becomes insolvent or leaves Mumbai City or is removed by the Exchange or withdraws form
the trust reposed in him. Upon the happening of any of such events the Exchange in general meeting shall
nominate and appoint a successor who shall thereupon be and become a Trustee in the room of such
Trustee so dying or ceasing to be a member or becoming insolvent or leaving Mumbai City or being removed
from or relinquishing his trust as aforesaid.
Functions
5
93. (a) The Trustees for the time being shall from time to time invest all monies belonging to the Exchange
in houses and landed property as determined by the Exchange in general meeting or in securities of
the Government of India or any State Government or in Port Trust Bonds, Municipal Bonds, First
Debentures of any reputable Joint Stock Company or such other securities authorised by law for
investment of Trust funds 6 { or with the permission of the Central Government in Equity or Prefer-
ence shares of any Joint Stock Company } or by deposit at a fixed rate of interest or in current
account with any reputable Bank or Joint Stock Company as the Governing Board may determine.
The Trustees shall also from time to time as requested by the Exchange in general meeting or the
Governing Board (as the case may be) alter and transpose the funds or securities in and upon which
the monies for the time being shall be invested. Any surplus funds which may from time to time be
with the Treasurer may in like manner be invested at the direction of the Exchange in general
meeting or the Governing Board as the case may be.
Delegation
7
(b) The Trustees for the time being may whenever they think it expedient delegate by Power of
Attorney or otherwise to the Governing Board or any person or persons (including any
office-bearers or officers of the Exchange) or company or fluctuating body of persons (whether being
a Trustee of the Exchange or not) all or any of the Trusts, powers and discretions vested in them and
such delegation may be made upon such terms and conditions and subject to such regulations
including power to sub-delegate as the Trustees may think fit and the Trustees shall not be bound to
supervise the proceedings of or be in anywise responsible for any loss incurred by reason of any
misconduct or default on the part of any such delegate or sub-delegate.
1
2
3
Inserted SEBI on 09.05.97 and adopted by the Governing Board on 10.05.97.
4
5
6
7
AUDITOR
Appointment and Duties of Auditor
1
94. The Exchange in Annual General Meeting shall appoint an auditor and fix his remuneration. The auditor so
appointed shall audit the accounts of the Exchange as well as examine the securities and other investment
of the funds of the Exchange and all the necessary vouchers and papers and make his report which shall be
submitted to the Annual General Meeting.
Vacancy
95. Any casual vacancy in the office of the auditor shall forthwith be filled by the appointment of another auditor
1
ELECTION OF THE GOVERNING BOARD AND OFFICE BEARERS

1
96. The Governing Board shall consist of :
2
(a) {Nine members} of the Exchange elected on general election basis by the members of the
Exchange.
(b) Persons not exceeding three appointed by the 3 {Central Government or Securities and Exchange
Board of India} as its representatives in accordance with Clauses (a) and (b) of Rule 99,
4
{(c)}
(c) Persons not exceeding 5 {6 {seven} nominated as public representatives in accordance with Clause
(c) of Rule 99, and
7
{Provided that SEBI may at any appoint public representatives more than seven provided that at
any point of time the total number of members nominated under this clause and clause (b) above
may not exceed the total number of elected members under clause (a) above.}
8
(d) Chief Executive Officer appointed in accordance with Rule 98.
9
(e) Chief Operating Officer appointed in accordance with Rule 98A
Retirement
10
97. (a) On the 31st March of every year, one third of the members elected to the Governing Board under
Clause (a) of Rule 96 and if their number is not a multiple of three, then the number nearest to one-
third shall retire from office. The members elected to the Governing Board to retire by rotation each
year on the 31st March shall be those who have been longest inoffice since their last
appointment but as among persons who became members of the Governing Board on the same
day those who are to retire shall in default of and subject to any agreement among themselves be
determined by lot.
Election
(b) The Exchange shall in the month of March of every year in the manner hereafter provided elect by
ballot one-third of the members of the Governing Board in place of those who retire as aforesaid. A
retiring member shall be eligible for re-election as provided in Rule 102.
1
2
3
4
5
6
7
8
9
10
1
{Chief Executive Officer}
2
98. (a) The Governing Board, shall with the previous approval of the Securities and Exchange Board of
India, appoint a whole time Chief Executive Officer. The terms and conditions of service of the Chief
Executive Officer, the renewal of his appointment and the removal or termination of his service shall
be subject to prior approval of the Securities and Exchange Board of India. The person so appointed
shall not engage himself in any business directly or indirectly during his tenure of office and if he is
a member of the exchange at the time of appointment, he shall resign his membership forthwith.
Provided that no action regarding the removal or termination of service of the Chief Executive Officer
shall be taken unless he has been given an opportunity of being heard against such removal or termina-
tion.
(b) The Chief Executive Officer shall be an ex-officio member of the Governing Board and of any committee
appointed by the Governing Board.
(c) Subject to the overall management of the affairs of the exchange being vested in the governing board as
provided in these Rules, Bye-laws and Regulations, the Chief Executive Officer shall be vested with the
executive powers of the exchange to run day to day administration of the exchange and to enforce the rules,
bye-laws and Regulations of the exchange and to represent the exchange in any public matter and to
exercise all other powers, rights, duties and functions as may be entrusted or delegated to him by the
Governing Board from time to time. It shall be the duty of the Chief Executive Officer to give effect to the
directives, guidelines and orders issued by the Securities and Exchange Board of India from time to time in
order to implement the applicable provisions of law, rules and regulations as also the Rules, Bye-laws and
Regulations of the exchange.
Chief Operating Officer
3
98A. The Governing Board may, in its sole discretion , appoint a whole-time director to be designated as Chief Operat-
ing Officer and the appointment of such Chief Operating Officer, the terms of his appointment and his removal or
dismissal from office shall be subject to the previous approval of the Governing Board. The Chief Operating Officer
shall be an ex-officio Member of the Governing Board of the exchange. The Chief Operating Officer shall be vested
with such powers, rights, duties, responsibilities and functions as may be entrusted to him by the Chief Executive
Officer or delegated to him by the Governing Board, in accordance with the Rules, Bye-laws and Regulations of
the exchange, from time to time.
4
{SEBI} Nominees
5 6
99. (a) The 7 {Securities and Exchange Board of India} may from time to time appoint one or more persons not
exceeding three in number as its representatives 8 { } on the Governing Board.
1
Revised by Governing Board Resolution dated 13.09.2002 pursuant to SEBI’s letter dated 05.09.2002.
2
Revised by Governing Board Resolution dated 13.09.2002 pursuant to SEBI’s letter dated 05.09.2002.
3
Inserted by Governing Board Resolution dated 13.09.2002 pursuant to SEBI’s letter dated 05.09.2002.
4
5
6
7
Amended by Governing Board Resolution 13.09.93 and approved by Govt. on 27.09.93.
8
1
{SEBI} Nominees to Hold Office at Pleasure of Government
2
(b) The 3 {SEBI} Nominees 4 { } shall not be subject to retirement. They will continue to hold office at the
pleasure of the 5 {Securities and Exchange Board of India} which may at any time require them to
relinquish their appointment and appoint other person in their place.
6
Public Representatives
(c) The Governing Board shall, soon after it is constituted, nominate on the Board, subject to the approval
of the Securities and Exchange Board of India, one or more persons, 7 { } of Public eminence 8 {9 { } }
who are not directly connected with the securities business as public representatives. The persons so
nominated will hold office till the expiry of the term of the Board or till nomination of public representa-
tives for the succeeding year is approved by the 10 { } Securities and Exchange Board of India whichever
is later. Any vacancy caused by resignation, death or otherwise will be filled in the same manner.
11
Fair Practices/ Code of Conduct for
Public Representatives and SEBI Nominees
99A. The Public Representatives and SEBI Nominees shall follow and observe the Guidelines for Fair Practices/
Code of Conduct as prescribed in the Appendix ‘J’ to these Rules and as may be amended by SEBI from
time to time.
Conditions of Eligibility
100. No member shall be eligible to be elected a member of the Governing Board if -
Nationality
12
{(i) he is not a citizen of India};
Standing
13
(ii) { he has been member of less than three years’ standing on the last day for submission of
proposals by candidates for election under Rule 104 }
Default
(iii) he has at any time been declared a defaulter or failed to meet his liabilities in ordinary course or
compounded with his creditors.
1
2
3
4
5
6
7
8
9
10
11
Inserted by Governing Board Resolution dated 19.08.2003 pursuant to SEBI letter dated 03.07.2003 and approved by SEBI on 09.10.2003.
12
13
1
{Cancellation of Registration
(iv) his certificate registration as a stock broker has been cancelled by the Securities and Exchange
Board of India;
Suspension of Certificate of Registration,

Trading/Membership Rights
2
{(v) his certificate of registration as a Stock Broker or his trading rights have been suspended by the
Securities and Exchange Board of India or the Exchange as the case may be or his membership
rights have been suspended by the Exchange on account of any disciplinary action taken against
him under the Rules, Regulations or Bye-Laws of the Exchange and two years have not elapsed
from the date of expiry of such suspension of certificate of registration, trading rights or member-
ship rights.}
Notified Persons
3
{(vi) he falls in the category of Notified Persons as per the Special Courts (Trials of Offences Relating to
Transactions in Securities) Act, 1992 and two years have not elapsed from the date the person is
de – notified under the said Act.}
4
{(vii) he was a member of the Governing Board of the Exchange at the time of its supercession and the
period of two years has not elapsed from the date of expiry of the order of supercession passed by
SEBI.
Clarification : It is clarified that in this clause (vii), the period of two years prior to the member being
eligible for re-election shall also apply to all the partners of a partnership firm carrying on business
on the Exchange or to all the nominees of corporate member (whether or not the same partner /
nominee respectively were on the Board at the time of its supercession).}
5 6
100A. {(i) A company or a body corporate which is a member (hereinafter referred to as the “corporate mem-
ber”) may nominate an individual who is a whole time director of a corporate member for election as
a member of the Governing Board.
(ii) In case of conversion of individual member/ partnership firm into a corporate member, the corporate
member may nominate the individual member or the partner or the constituted attorney who was
authorised to carry on the business of the individual member or the partnership firm, as approved by
the Governing Board under Rule 211
Provided that the individual, partner or the constituted attorney is a whole time director of the corporate
member constituted on conversion of individual member/partnership firm into a corporate member.
(iii) The individual partner or the constituted attorney as referred to in sub rules (i) and (ii) of this rule shall
comply with the eligibility criteria as specified in clauses (i) and (iii) to 7 {(vii)} of Rule 100
1
2
3
4
5
6
7
(iv) The corporate member shall comply with the eligibility criteria as contained in clauses (ii) to 1 {(vii)}
of Rule 100
Provided that for the purpose of eligibility criteria of the corporate member under clause (ii) of Rule
100 the previous experience of the individual, partner or the constituted attorney as referred to in sub
rule (ii) may be considered.
(v) Not more than one nominee of a corporate member shall be a member of the Governing Board at any
point of time.}
Partners as Members
101. Not more than one partner of a partnership firm may be a Member of the Governing Board at one and the
same time.
Retiring Members
2 3
102. {All the retiring members of the Governing Board shall be eligible for re-election. Provided that:-
(i) if a member who is an individual has been elected for two consecutive terms on the Governing Board
then he shall not be eligible for re-election for a period of two years after the end of the second
consecutive term;
(ii) if a partner (whether or not the same partner) of a partnership firm carrying on business on the
Exchange has been elected for two consecutive terms on the Governing Board then no partner of
that partnership firm shall be eligible for re-election for a period of two years after the end of the
second consecutive term;
(iii) if a nominee (whether or not the same person) of a corporate member has been elected for two
consecutive terms on the Governing Board then no nominee of that corporate member shall be
eligible for re-election for a period of two years after the end of the second consecutive term.}
Notice of Election
103. At least one month’s previous notice of any election by ballot of the Governing Board shall be given by the
Governing Board and posted on the notice board of the Exchange.
Proposal of Candidates 4 {and Withdrawal of Proposal}
104. Any two members of the Exchange may propose and second candidates eligible for election to the
Governing Board. Such proposals shall be in writing signed by the proposers and seconders and by the
candidates in token of their willingness to stand for election and they shall reach the Exchange atleast
fifteen clear days previous to the date of election. 5 {A candidate may withdraw his candidature by a letter in
writing signed by him, which shall reach the Exchange atleast nine clear days previous to the date of
election.}
1
2
3
4
5
Notice of Candidates
105. A notice containing the names of all candidates for election, their proposers and seconders shall be posted
on the notice board of the Exchange for seven days previous to the date of election.
Ballot When Unnecessary

106. When the number of candidates does not exceed the number of vacancies to be filled no ballot shall be
necessary and such candidates shall be deemed duly elected and if there be still a vacancy the Governing
Board elected to office shall fill it up.
Scrutineers
107. The Governing Board or the President shall appoint three members of the Exchange not being Members of
the Governing Board or candidates for election to act as scrutineers at elections and they shall report the
result of the ballot to the Exchange and to the Governing Board.
Voting
108. No member shall be entitled to give more than one vote to any particular candidate nor shall he be entitled
to give a smaller number of votes than the number of vacancies to be filled in.
Elected Candidates
109. Those candidates receiving the highest number of votes shall be declared elected to the vacant positions
and in case of an equality of votes the election shall be decided by the scrutineers by drawing lots.
Office Bearers
1
110 Subject to the provisions of Rule 110A, the Governing Board 2 {may} at the first meeting after its election
elect from amongst 3 { } members of the Governing Board its President, Vice-President and Honorary Trea-
surer who shall be ex-officio the President, Vice-President and Honorary Treasurer respectively of the
Exchange.
Provided that no 4 { } member of the Governing Board who has held the office of the President for two
consecutive terms shall be eligible for re-election as President unless a period of one year has elapsed
since he last held such office.
Provided further that no 5 { } member of the Governing Board who has held the office of Vice- President for
two consecutive terms shall be eligible for re-election as Vice-President unless a period of one year has
elapsed since he last held such office.
No Elected Members to be Office Bearers

6
110A Notwithstanding anything else contained in the Rules, Bye-laws and Regulations of the Exchange, no
elected member of the Governing Board shall be eligible to hold office as
1
2
3
4
5
6
an office bearer of the Exchange such as President, Vice-President and Honorary Treasurer
respectively.
Vacancy in the Office of President, Vice-President or Honorary Treasurer

1
111. (a) In case a vacancy shall occur in the office of President or Vice-President or Honorary Treasurer the
Governing Board shall fill the vacancy by election from the Members of the Governing Board and the
President or Vice-President or Honorary Treasurer so elected shall hold office until the next annual
election and until his successor is elected and takes office.
Acting President
2
(b) If there be no Acting President or Vice-President or in the temporary absence or inability of both to act
the Governing Board may choose from the Members of the Governing Board an Acting President of the
Exchange for the time being.
Non-Executive Chairman
3 {4
{112. Notwithstanding what is contained herein, the Governing Board may appoint a Non-Executive Chairman
from amongst its non-elected members on such terms and for such period, not exceeding two years at a
time, as it may determine. The Non-Executive Chairman shall chair the meetings of the Governing Board
and discharge such other non-executive functions as may be entrusted to him by the Governing Board, in
accordance with Rules, Bye-laws and Regulations of the exchange, from time to time. During his tenure,
the Non-Executive Chairman shall not be a member of any stock exchange or carry on the business of
purchase and sale of securities nor shall he be associated with any broking concern as a director,
employee or otherwise.}
1
2
3
4
VACANCIES IN THE GOVERNING BOARD
Leave
113. The Governing Board may give any Member of the Governing Board leave of absence for a period not
exceeding four months and may by a resolution appoint any member of the Exchange eligible to be elected
a Member of the Governing Board in the place of such Member for the duration of his leave.
Vacancy
114. The office of a Member of the Governing Board shall be ipso facto vacated -
Suspension of Payment
1
(i) {if he or the corporate member who has nominated him or the partnership firm of which he is a
partner suspends payment or is adjudicated an insolvent or if a petition be filed by him for winding
up his affairs or those of his partnership firm or of the corporate member who has nominated him or
if he or his partnership firm or the corporate member who has nominated him compounds with his
/ its creditors or is declared a defaulter;}
Unsound Mind
(ii) if he be found lunatic or becomes of unsound mind or incapable of efficient attention to business;
Absence
(iii) if he absents himself from all the meetings of the Governing Board for a continuous period of three
months without leave of absence from the Governing Board;
Death, Suspension or Expulsion
(iv) if he dies or he or the corporate member who has nominated him ceases to be a member of the
Exchange or is suspended or expelled from the Exchange;
2
{ Provided that the office of a Member of the Governing Board shall not be deemed to be vacated
in case such Member exercises the right of nomination of his membership in favour of a Company
or a Financial Corporation, of which he is a Designated Director if he holds together with his family
members and current partners more than 51% of the share capital of such company or Financial
Corporation that may be admitted as a member of the Exchange in his place. However, such
member shall continue as a Member of the Governing Board till the remainder of his tenure or till he
ceases to hold more than 51 % of the share capital as above, whichever is earlier. }
Resignation
(v) if he by notice in writing to the Governing Board resigns his office.
1
2
1 2
{ {Cancellation of SEBI Registration
(vi) If his certificate of registration as Stock Broker has been cancelled by the Securities and Exchange
Board of India;
Suspension
(vii) if his certificate of registration as a Stock Broker or his trading rights have been suspended by the
Securities and Exchange Board of India or Exchange as the case may be or his membership rights
have been suspended by the Exchange on account of any disciplinary action taken against him
under the Rules, Regulations or Bye-Laws of the Exchange and two years have not elapsed from the
date of expiry of such suspension of certificate of registration, trading rights or membership rights.
Notified Persons
(viii) If he falls in the category of Notified Persons as per the Special Courts (Trial of Offences relating to
Transactions in Securities) Act, 1992
Cessation as whole-time / designated director

of the Corporate Member
(ix) If he, being a nominee of a Corporate member, ceases to be a whole time/designated director of the
Corporate Member.
Nationality
(x) if he ceases to be a citizen of India;
In case of vacancy of the office of a member on the grounds as provided in the above clauses, the corporate
members shall not have the right to replace that member and the vacancy shall be filled as per the Rules of
the Exchange.}
When a member of the Governing Board vacates office upon occurrence of an event specified under any of
the aforesaid clauses, he shall not resume office as a member / office bearer of Governing Board upon the
cessation of such event during the remaining term of his office.}
Expulsion from Governing Board

115. The Governing Board may by a special resolution remove from the Governing Board any Member of the
Governing Board who in its discretion is deemed to be guilty of improper conduct or who in its opinion has
a direct or indirect interest (except brokerage) in any bull or bear syndicate or combination formed to rig or
depress the market or is deemed to be a partner or sub-partner or responsible representative of such
syndicate or combination.
Filling up of Casual Vacancies

3
116. {If a casual vacancy arises in the Governing Board such vacancy shall be filled by election of a duly
qualified member of the Exchange so far as circumstances permit in the manner provided in these Rules for
election to the Governing Board unless the Governing Board determines that the vacancy so arisen need
not be filled until the next annual election. The member so elected shall hold office only upto that date which
the person in whose place he has been elected would have held office. Provided that the member, who
vacates office upon the occurrence of any event under Rule 114 or upon removal under Rule 115, shall not
be eligible for election in the said extra ordinary meeting/election.
1
2
3
Explanation : In this Rule the term “casual vacancy” includes a vacancy arising upon the occurrence of any
event under Rule 114 or a removal under Rule 115.}
Powers of Surviving Members
117. (a) The surviving or continuing Members of the Governing Board not withstanding any vacancy in
their number may act until the vacancy shall have been filled up provided that such Members
constitute aquorum.
Limited Powers of Surviving Members
(b) If the surviving or continuing Members of the Governing Board do not constitute a quorum they shall
exercise the powers of the Governing Board only for the purpose of filling up such vacancies in
accordance with the Rules applicable thereto.
Resignation of all Members of the Governing Board
(c) In the event of all the Members of the Governing Board resigning all together such Members shall
continue to hold office and exercise all the powers vested in them as Members of the Governing
Board until the succeeding Governing Board shall have been elected by ballot by the members of
the Exchange in accordance with these Rules.
POWERS OF THE GOVERNING BOARD

Jurisdiction
118. The Governing Board shall have complete jurisdiction over all members of the Exchange and shall have
supervisory jurisdiction over any and all subjects and matters referred to all standing and other committees
and may direct and control their actions or proceedings at any stage thereof. The Governing Board shall
have the absolute power and right to interpret the Rules, Bye-laws and Regulations of the Exchange and to
decide all points, questions and disputes relating to Stock Exchange matters and relating to the administration,
1
{ functions, working } and affairs of the Stock Exchange and relating to the conduct of members towards
each other or towards third parties. Any interpretation or decision made by the Governing Board shall be
final and conclusive and binding on all members, their partners, agents and employees and on all persons
dealings through or with them.
General Powers
119. The management of the 2 { functions, working and affairs } and the control of the Exchange, the regulation
of the conduct of members, their partners, agents and employees and the promotion of the welfare, objects
and purposes of the Exchange and the management and control of the properties and funds of the Ex-
change and of its income and expenditure shall subject to the Rules, Bye-laws and Regulations of the
Exchange vest in the Governing Board and in the exercise of such powers it may from time to time make
subject to the provisions of the Securities Contracts (Regulation) Act, 1956 and the Securities
Contracts(Regulation) Rules, 1957 such Rules and Bye-laws and adopt such Regulations and resolutions
and issue such orders, notices and directions and take such decisions as it may deem appropriate. The
Governing Board may in addition to the powers and authorities expressly conferred by any Rule, Bye-law or
Regulation of the Exchange for the time being in force exercise all such powers and do all such acts and
things as may be exercised or done by the Exchange in general meeting assembled and which are not
expressly required to be so exercised and done and more particularly in furtherance and not in limitation of
the foregoing powers and without prejudice to the generality of the foregoing powers and to any power or
authority impliedly or expressly conferred by any Rule, Bye-law or Regulation of the Exchange for the time
being in force the Governing Board is specially authorised subject to any Rule or Bye-law for the time being
in force to exercise governmental and administrative powers in the sense of the provisions in that behalf
contained in these Rules.
Governmental Powers
120. In the exercise of its governmental powers the Governing Board shall be deemed empowered to do any of
the following or similar acts or things or use any of the following or similar authorities namely -
Office-Bearers
(i) to elect office-bearers and appoint committees;
Casual Vacancies
(ii) to fill casual vacancies in the Governing Board or in a standing or any other committee or of an
auditor;
1
2
Admission, Expulsion and Control of Members
(iii) to admit members by a special majority, expel and reinstate them by a special resolution and to
control, warn, censure, fine and suspend them, withdraw all or any of their membership rights and
declare their default;
Approval of Partnership, Attorneys,

Remisiers, and Authorised Clerks
(iv) to approve and regulate the formation and dissolution of partnerships and appointment of attorneys,
agents, remisiers, authorised clerks and employees of members;
Control of Partners, Attorneys, Agents, Remisiers and Employees
(v) to approve, control, warn, censure, fine, suspend, expel and exercise supervision over partners,
attorneys, agents, remisiers, authorised clerks and employees of members;
Investigation
(vi) to examine and investigate the financial conditions, business conduct and dealings of members;
Attendance and Information
(vii) to call upon any member, his partner, attorneys, agents, remisiers, authorised clerks and employ-
ees to appear and testify before the Governing Board or the President 1 { or the Chairman } or before
a committee or an officer of the Exchange authorised in that behalf and to furnish to Governing
Board or to the President 2 { or the Chairman} or to a committee or an officer of the Exchange
authorised in that behalf such books, papers, documents, correspondence, clearing forms and any
other records or information in his or their possession which may be deemed relevant or material to
any matter under inquiry or investigation or which the Governing Board in its absolute discretion
deems necessary in the interest of just and equitable principles of trade or in the public interest or
in the interest and welfare of the Exchange and its members;
Adjudication of Disputes
(viii) to hear, investigate, arbitrate and adjudicate on and decide all questions and disputes affecting
members, their partners, attorneys, agents, remisiers, authorised clerks, employees or constitu-
ents arising out of business done on the Exchange or affecting their dealings, character and con-
duct towards each other or towards third parties;
Imposition of Penalties
(ix) to prescribe from time to time and impose penalties for violation of the Rules, Bye-laws and Regu-
lations of the Exchange and for neglect or failure or refusal to comply with resolutions, orders,
notices, directions or decisions of the Governing Board or the President 3 { or the Chairman } or of
any committee or officer of the Exchange authorised in that behalf or for any offence against the
Exchange the penalty for which is not specifically prescribed.
1
2
3
Enforcement of Rules, Bye-laws and Regulations
(x) to enforce the Rules, Bye-laws and Regulations of the Exchange and take cognisance of
offences against them;
1
Regulation of Functioning
(xi) to determine from time to time the mode in and conditions subject to which { the Stock Exchange
shall function; }
Regulations
(xii) to make and from time to time add to, substitute, vary, modify or rescind any Regulations
prescribed under the Rules and Bye-laws of the Exchange;
General Control
(xiii) to decide and from time to time adopt resolutions and issue orders, notices and directions in
respect of matters not provided for in the Rules, Bye-laws and Regulations of the Exchange;
Review
(xiv) to review, reconsider, modify or rescind any resolutions, orders, notices,directions and decisions;
and
General Power
(xv) generally to supervise and direct all matters affecting the interest of the Exchange.
Administrative Powers
121. In the exercise of its administrative powers the Governing Board shall be deemed empowered to do any of
the following or similar acts or things or use any of the following or similar authorities namely -
Fees and Charges
(i) to fix from time to time and collect 2 { from members } in addition to the dues and charges provided
for in the Rules, Bye-laws and Regulations of the Exchange such other charges of fees
3
{ as may be deemed necessary or desirable for the functioning of the Exchange; }
Borrowing
4
(ii) { subject to the provisions of Rule 4(vi), } to borrow against and pledge all or any part of the
securities not paid for and held by the Clearing House for the account of a defaulting member upto
an amount not exceeding the value of such securities at the ruling market price for the purpose of
making payment to members in respect of such securities and to borrow or raise with the consent
of
1
2
3
4
the Exchange in general meeting any monies required for the purpose of the Exchange upon such
terms and in such manner and with or without security as may be determined;
Dealings with Immovable Property

(iii) to acquire, develop, purchase, lease, sell, exchange, mortgage or otherwise dispose of with
consent of the Exchange in general meeting either absolutely or conditionally the whole or part of
any immovable property;
Dealings with Funds

1 ,2
(iv) To lay proper systems and procedures in place authorising the Executive Director, any officer or a
committee of the officers with specific responsibility to pay, disburse, dispose of or deal with any
funds or other movable property of the Exchange for expenses necessary for carrying on the admin-
istration, functions, working and affairs of the Exchange and for contribution or payment towards a
public purpose. The Governing Board shall authorise the executives of the Exchange, including the
Executive Director, to sign cheques.
Provided that no member of the Governing Board, except the Chief Executive Officer and the Chief
Operating Officer who are the ex-officio members of the Governing Board, shall be authorised to
sign any cheques or operate any bank accounts on behalf of the Exchange.
Investments
(v) to invest and deal with any of the monies of the Exchange not immediately required for purposes
thereof in houses and landed property with the consent of the Exchange in general meeting and in
such securities of the Government of India or any State Government or in Port Trust Bonds, Munici-
pal Bonds, First debentures of any reputable Joint Stock Company or such other securities authorised
by law for investment of Trust funds 3 { or with the permission of the Central Government in the
Equity or Preference Shares of any Joint Stock Company } or by Deposit at a fixed rate of interest
or in current account with any reputable bank as it may determine and in such manner as it thinks
fit and from time to time to vary or realise such investment;
Releases
(vi) to make and give releases and other discharges for moneys payable to the Exchange and for the
claims and demands of the Exchange;
Legal Proceedings
(vii) to institute, conduct, prosecute, defend, compound or abandon all such actions, suits, and pro-
ceedings civil or criminal by or against the Exchange or its employees or otherwise concerning the
affairs of the Exchange as it may consider necessary and to compromise, compound or allow time
for payment or satisfaction of any debts due and of any claims or demands by or against the
Exchange or to submit to arbitration and to observe and perform the awards and to make, give, sign
and execute all documents in that behalf;
1
2
3
Appointment of Employees
(viii) to appoint and at its discretion to suspend or remove such permanent, temporary or special em-
ployees and to determine their powers, duties and terms of remuneration, to establish, maintain or
subscribe to for their benefit any Provident or Benefit Funds, pensions, gratuities, compensation or
insurance schemes and to make and alter service and other rules and regulations in that behalf as
it may from time to time think fit;
Management of Clearing House

(ix) to instruct, control, manage and determine from time to time the remuneration of the Clearing
House; and
Stock Exchange Facilities

(x) to provide from time to time such facilities as may be necessary 1 { for the functioning of the Stock
Exchange }
Power to Make Rules and Bye-laws

122. The Governing Board may from time to time and subject to the provisions of the Securities Contracts
(Regulation) Act, 1956 make, add to, vary or rescind any Rule or Rules or Bye-law or Bye-laws of the
Exchange.
Suspension of Rules, Bye-laws and Regulations

123. The Governing Board may by a special resolution waive or dispense with the strict enforcement or suspend
the operation in part or in whole of any Rule or Rules or Bye-law or Bye-laws or Regulation or Regulations
of the Exchange and in regard to any person or persons, security or securities or matter or matters:
Provided that the Governing Board shall not waive or dispense with the strict enforcement or suspend the
operation in part or in whole of any Rule or Rules or Bye-law or Bye-laws continuously for a period exceeding
three days except with the approval of the Central Government:
Provided further that when information regarding waiver or suspension is so conveyed as to reach the
Central Government in the normal course within twenty-four hours the Governing Board may waive or dis-
pense with the strict enforcement or suspend the operation in part or in whole of any Rule or Rules or Bye-
law or Bye-laws for any period exceeding three days without the approval of the Central Government till such
time as the decision of the Central Government is communicated to the Exchange.
Exchange Not to Alter Governing Board Resolutions

124. Any resolution passed by the Governing Board under the powers or authority conferred upon it by the
provisions of any Rule or Bye-law of the Exchange for the time being in force shall not be added to, altered,
varied or rescinded by the Exchange in general meeting and all such resolutions shall when they come into
force be deemed valid and binding upon all members of the Exchange, their partners, attorneys, agents,
remisiers, authorised clerks, employees and all those dealing with or through them.
Decision of Governing Board Final

125. In all matter brought under the consideration of the Governing Board its decision whether expressed by a
resolution or otherwise shall be final and must be carried out
1
forthwith by every member concerned and by his partners, attorneys, agents, remisiers, authorised clerks
or any other employees.
Delegation of Powers
126. (a) The Governing Board may subject to such conditions as it may think fit delegate such of its
powers (except the power to make, add to, vary and rescind Rules and Bye-laws of the Exchange)
as it may from time to time determine to the President 1 { or the Chairman } or to committees
appointed out of its own Members and may likewise delegate the performance of such ministerial
and administrative duties as may deem expedient to the President or to the Chairman or to com-
mittees composed of its own Members and/or to any officer of the Exchange.
Review
(b) A person affected by a decision of the President 2 { or the Chairman } or a Committee or an Officer
of the Exchange acting under powers delegated by the Governing Board as provided in sub-clause
(a) may require a review by the Governing Board within seven days after the decision has been
rendered.
EXECUTIVE COMMITTEE
Constitution
3
126A.(a) (i) The Governing Board may appoint one or more Executive Committees to consider judicial
and quasi - judicial matters, membership matters of routine nature and any other matters
referred to it by the Governing Board from time to time.
(ii) The Executive Committee(s) appointed by the Governing Board shall consist of :
(a) Executive Director & Chief Executive Officer of the Exchange and the Chief
Operating Officer of the Exchange.
(b) Three members of the Exchange who have been elected on a general election
basis to the Governing Board of the Exchange by the members of the Exchange.
(c) Persons not exceeding three who are members of the Governing Board of the
Exchange as SEBI Nominees or Public Representatives.
Provided however that the Non-Executive Chairman shall be an ex-officio member of
the Executive Committee
(d) The maximum strength of the Executive Committee shall be eight.
Provided that the Governing Board may from time to time increase or reduce the number of
members of the Executive Committee(s).
Any vacancy in any of the aforesaid constituents of the Executive Committee(s) shall be
filled in by a similarly appointed person(s) in accordance with the Rules, Bye-laws and
1
2
3
Powers of the Executive Committee(s)
(b) (i) The Governing Board may, subject to the provisions of Rule 126(a), delegate, from time to
time, to the Executive Committee(s) such of the powers vested in it and upon such terms as
it may think fit, to manage all or any of the affairs of the Exchange and may from time to
time revoke, withdraw, alter or vary all or any of such powers.
(ii) The Executive Committee(s) shall have such responsibilities and powers as may be
delegated to it by the Governing Board from time to time which may inter-alia include the
responsibilities and powers as set out in Appendix “I” to these Rules.
Chairman
(c) The Non-Executive Chairman shall preside at all the meetings of the Executive Committee. If there
is no Non-Executive Chairman or if at any meeting the Non-Executive Chairman be not present
within fifteen minutes of the time appointed for such meeting the members of the Executive
Committee present shall choose a non-elected member as the chairman of the meeting.
Quorum
(d) (i) Unless otherwise specifically provided, the quorum for the Executive Committee(s) shall be
three members out of which atleast one member shall be a non elected member of the
Governing Board. If within half an hour from the time appointed for holding a meeting of the
Executive Committee, a quorum is not present, the members present on the expiry of half
an hour from the time appointed for holding the meeting shall be the quorum.
(ii) An interested Member of the Executive Committee shall not be included when counting the
quorum prescribed under the Rules and Bye-laws of the Exchange for dealing with the
question in which the Member is interested.
Proceedings
(e) (i) Unless otherwise provided or directed, the Executive Committee(s) shall conduct and
regulate its proceedings in the same manner as the Governing Board.
(ii) The Executive Committee shall meet at least once in every calendar month for the
despatch of business with a maximum gap of 45 days between two meetings.
(iii) The Chairman of the Committee or the Executive Director and Chief Executive Officer of the
Exchange or any two members of the Committee may at any time convene a meeting of the
Committee.
(iv) In a meeting of the Executive Committee, the issues shall be decided by the majority of
votes cast except in cases where a larger majority is required under any provision of the
Rules, Bye-laws and Regulations of
the Exchange. In case of an equality of votes, the matter will be referred to the Governing
Board.
(v) The Chairman shall normally preside over all the meetings of the Executive Committee. In
the absence of the Chairman the members of the Executive Committee present shall elect
one among themselves as the Chairman of such meeting.
(vi) Where in the opinion of the Executive Director and Chief Executive Officer of the
Exchange an immediate action is required in any matter, the Executive Director and Chief
Executive Officer of the Exchange will be entitled, subject to the Rules, Bye-laws and Regu-
lations of the Exchange, to exercise any or all of the powers exercisable by the
Executive Committee, subject to such action being confirmed/ratified by the Executive Com-
mittee at the earliest.
(vii) The Executive Committee shall carry out and implement any directives issued by the
Governing Board from time to time and shall comply with all the conditions of delegation and
limitations of the powers of the Executive Committee as may be prescribed.
(viii) In all matters that are brought under the consideration of the Executive Committee its deci-
sion whether expressed by a resolution or otherwise shall be final and binding.
Delegation of Powers in Emergency
127. Whenever the Governing Board in its discretion is of the opinion that an emergency exists it may by a
special resolution delegate all of its powers for such period as it may determine to the 1 {President or} to the
Chairman or to a special committee appointed out of the Members of the Governing Board from whose
decision there shall be no appeal.
Governing Board as Trustees
128. The Governing Board shall hold on behalf of the Exchange as agent and in trust for a member all sums of
money paid and securities delivered by him to the Clearing House and all credits and securities to which he
is entitled as appearing in his account in the books of the Clearing House.
Indemnity to the Governing Board
129. The Governing Board and its Members shall in no way either collectively or individually be held liable by any
person for any act or omission on its part or on the part of any employee of the Exchange done or omitted
to be done in good faith in the due discharge of duties and in the execution or purported execution of their
duties or of any powers, authorities or discretions vested in them including all liabilities, costs, losses or
expenses consequent on any mistake, oversight or omission on their part and they shall be fully indemni-
fied by the Exchange out of its funds for anything so done or omitted to be done.
1
MEETINGS OF THE GOVERNING BOARD

Meetings of the Governing Board
130. The Governing Board may meet for the despatch of business adjourn and otherwise regulate its meetings
as it deems fit.
Ordinary Meetings
131. Ordinary meetings of the Governing Board may be called by the President 1 { or the Chairman} at any time
and by the Secretary as directed by the Governing Board.
President or Chairman May Call Special Meeting
132. (a) The President 2 {or the Chairman} may at any time call a special meeting of the Governing Board.
Special Meeting on Requisition
(b) The Secretary shall call a special meeting of the Governing Board within twenty-four hours of the
receipt of a requisition to that effect signed by two or more Members of the Governing Board failing
which any two of the signatories may call such meeting.
Urgent and Emergency Meetings
133. In case of urgency a special meeting may be called at less than twenty-four hour’s notice and in case of
emergency one hour’s notice of a special meeting shall be deemed sufficient.
Notice of Special Meeting
134. (a) A notice calling a special meeting shall state the purpose for which it is called. In the case of an
urgent or emergency meeting the notice shall state the nature of the urgency or the emergency and
the business to be transacted at the meeting and no other business shall be transacted at such
meeting.
Business When Not to be Stated
(b) Notwithstanding anything contained in sub-clause (a) when the President 3 { or the Chairman } is of
the opinion that the matter is confidential or of a nature not advisable to disclose he may direct that
the notice calling a special meeting shall not state the business and/or the urgency or
emergency of the special meeting.
Quorum
4
135. (a) {Unless otherwise specially provided the quorum of the Governing Board shall be eight members
of the Governing Board. If a fraction appears when determining the quorum under any Rule or Bye-
law of the Exchange, such fraction shall be omitted. If within half and hour from the time appointed
for holding a meeting of the Governing Board, a quorum is not present, the members present on the
expiry of half an hour from the time appointed for holding the meeting shall be the quorum}
1
2
3
4
Interested Member Not to be Included in Quorum

(b) An interested Member of the Governing Board shall not be included when counting the quorum
prescribed under the Rules and Bye-laws of the Exchange for dealing with the question in which the
Member is interested.
Co-option of Members for Making up Quorum

(c) If at a meeting called for the annulment of a bargain or for the prohibition of short selling or for the
closure of the market or for the suspension of buying-in or selling-out as provided in the Rules and
Bye-laws of the Exchange or for the consideration of any proposal or proposals which do not in the
opinion of the President 1 { or the Chairman } and for reasons to be recorded in writing admit of any
delay a sufficient number of Members of the Governing Board be not present to constitute a
quorum the Members present shall co-opt for the purpose of that business only from among the
members of the Arbitration Committee (and failing that from among the Members of the Defaulters’
Committee and failing that from among the Members of the Exchange) as many as are necessary
to make up a quorum.
President to Preside
136. The President of the Exchange or in his absence the Vice-President shall preside at all meetings of the
Governing Board. If there be no President or Vice-President or if at any meeting the President or Vice-
President be not present within fifteen minutes of the time appointed for such meeting the Members of the
Governing Board present shall choose a Member of the Governing Board as chairman of the meeting.
Chairman to have Casting Vote

137. In case of an equality of votes at a meeting of the Governing Board the chairman of the meeting shall have
a casting vote in addition to the vote to which he is entitled as a Member.
Voting
138. A member of the Governing Board shall be entitled to take part in the proceedings but it shall not be
competent to him to vote -
Personal Interest
(i) on any question in which he is personally interested, the chairman of the meeting being the final
judge whether he is so interested or not; or
Member of Committee
(ii) on the final decision in respect of any inquiry or dispute on which a decision has been given by a
committee of which he has been a member except that no Member of the Governing Board shall be
so disqualified by reason of his being or having been a member of a committee which has made
prior examination or investigation of the subject under consideration for the purpose of submitting a
report; or
Absence During Hearings

(iii) on the decision in respect of any inquiry or dispute unless he has been present at every meeting of
the Governing Board at which there has been a hearing of the inquiry or dispute.
1
Majority
139. Any question before the Governing Board shall be decided by a majority of the votes cast at a meeting of the
Governing Board unless a specified majority is required by any Rule or Bye-law of the Exchange for the time
being in force. Any fraction that appears when determining the required majority shall be omitted.
1
Special Resolution
140. { The quorum for a special resolution shall be twelve members of the Governing Board present at a meeting
of the Governing Board and such special resolution shall be passed by a majority of at least two-thirds of the
votes cast at the meeting.}
Ordinary Resolution by Circular
141. An ordinary resolution in writing approved by not less than two-thirds of the total number of Members of the
Governing Board and Government Nominees (if any) present in Bombay shall be as valid and effective as if
it had been passed at a meeting of the Governing Board duly called and constituted.
Adjourned Meeting
142. Any meeting of the Governing Board may be adjourned from time to time and it shall be no objection to any
resolution passed or any decision arrived at such meeting that all or any of the Members of the Governing
Board present thereat were not present at the former meeting or meetings or that any of those present at
any former meeting or meetings were not present at any adjourned meeting or meetings.
Proceedings
143. The Governing Board shall unless otherwise provided regulate and determine the manner and form in which
its proceedings shall be conducted. Except as otherwise specially provided in these Rules it may with
permission of the President consider and take action upon any matter at any ordinary or special meeting
even though such matter has been referred to in the notice of such meeting.
Governing Board Need Not Give Reasons
144. Save as provided in the Rules and Bye-laws of the Exchange it shall not be necessary for the Governing
Board to give any reason for or to record in its minutes the reasons or circumstances of any proceedings or
decision and all proceedings and the information obtain in connection therewith shall be deemed confiden-
tial.
Members and Others to Appear

Before Meetings if Required
145. Members, their partners, attorneys, agents, remisiers, authorised clerks and employees shall appear be-
fore such meetings of the Governing Board or of any committee appointed by it as they may be directed to
attend and they shall give all such information and produce all such records as may be in their possession
relative to any matter before the Governing Board or such committee.
Minutes
146. Minutes of the proceedings of the Governing Board shall be maintained under the authority of the Secretary.
Such minutes shall be deemed confidential and shall not be available for inspection by members of the
Exchange.
1
Substituted by Governing Board Resolution dated 09.09.58 and approved by Govt. on 30.09.58 and resubstituted by Governing Board
Resolution dated 13.09.93 and approved by SEBI on 27.09.93.
Correspondence
147. All communications to the Exchange or the Governing Board or any committee appointed by the Governing
Board or to any official of the Exchange shall be made in writing and shall be signed and no action need be
taken on any anonymous communications.
1
PRESIDENT AND VICE-PRESIDENT - CHAIRMAN
President to Preside
148. The President of the Exchange shall preside at any meeting of the Exchange, Governing Board or any
standing or other committee which he may attend and shall have in case of an equality of votes a casting
vote in addition to the vote to which he is entitled as a member.
2
Chairman
3
149. (deleted)
Representatives of the Exchange
4 5
150. (a) The President shall represent the Exchange officially in all public matters.
Ex-officio Members of Committees
6 7
{ (b) The President shall be ex-officio member of any committee appointed by the Governing Board of the
Exchange.
Calling of Meetings
8
151. The President may call Annual and Extraordinary General Meetings of the Exchange. The President or the
Chairman may call ordinary and special meetings of the Governing Board and shall call an Extraordinary
General Meeting of the Exchange on the written request of not less than 51 Members.
Special Power
9
152. The President and the Chairman and in the absence of the one, the other shall be entitled to exercise any
or all of the powers exercisable by the Governing Board whenever they or he be of the opinion that immedi-
ate action is necessary subject to such action being confirmed by the Governing Board within twenty-four
hours.
1
2
3
Deleted by Governing Board Resolution dated 13.09.2002 pusuant to SEBI’s letter dated 05.09.2002.
4
5
Revised by Governing Board Resolution dated 13.09.2002 pusuant to SEBI’s letter dated 05.09.2002.
6
Revised by Governing Board Resolution dated 13.09.2002 pusuant to SEBI’s letter dated 05.09.2002.
7
8
9
Delegated Powers and Duties
153. The President may assume and exercise all such powers and perform all such duties as may be
delegated to him by the Governing Board from time to time as provided in the Rules, Bye-laws and Regula-
tions of the Exchange.
Powers Vested in Chairman
1
154. {(a) (deleted)
Absence or Inability to Act
2 {3 {4
(a) In the absence of Chief Executive Officer or in the event of his inability to act, his functions and
powers shall be exercised by the Chief Operating Officer or in his absence, a senior available officer
as decided by the Governing Board of the Exchange under the direction of the Governing Board”.
Vice President
5
(c) In the absence of the President or his inability to act, the Vice-President shall assume all the
functions and exercise all the powers and discharge all the duties of the President.
1
Deleted by Governing Board Resolution dated 13.09.02 pursuant to SEBI letter dated 05.09.02.
2
Revised by Governing Board Resolution dated 13.09.2002 pursuant to SEBI,s letter dated 05.09.02.
3
Revised by Governing Board Resolution dated 20.02.73 and approved by Govt. on 01.08.73.
4
5
TREASURER
Subscriptions and Receipts
155. The Honorary Treasurer of the Exchange shall recover and receive all subscriptions, donations, fees, fines
and all other monies due to the Exchange and shall give receipts for the same.
Expenses and Accounts
156. The Treasurer shall sign all cheques and defray out of the funds of the Exchange all expenses incurred on
behalf of the Exchange in accordance with the directions of the Governing Board and shall keep a full and
detailed account of all receipts and disbursements. He shall cause a full and detailed account to be kept of
the income and expenditure and of the funds and investment of the Exchange and shall submit the ac-
counts to the Governing Board when required.
Financial Statement and Balance Sheet
157. The Treasurer shall cause the annual statement of income and expenditure and the balance sheet to be
prepared and laid before the Annual General Meeting of the Exchange and the same shall be published
annually for the information of the members of the Exchange.
Delegation
158. In defining the duties of Treasurer the term “Treasurer” shall be taken to apply to the Secretary in so far
as it may relate to the duties apportioned and delegated to him.
SECRETARY
Secretary
1
159. The Governing Board shall appoint a Secretary of the Exchange and if necessary Deputy and Assistant
Secretaries. For the purpose of the Rules, Bye-laws and Regulations of the Exchange the term Secretary
includes Deputy Secretary and Assistant Secretary.
Secretary Not an Active Member

2
160. The Secretary {or Deputy Secretary} or Assistant Secretary shall not be an active member of the
Exchange.
Speculative Dealings Forbidden

161. The Secretary 3 {or Deputy Secretary} or Assistant Secretary shall not be a party to or concerned in any
speculative dealing on the Exchange or with any member of the Exchange.
Functions
162. The Secretary shall be the Secretary of the Governing Board and shall be the Secretary of each standing
and other committee unless an Honorary Secretary to a standing committee has been appointed as pro-
vided in these Rules.
Secretary to Control Staff
163. The Secretary shall subject to any regulation or direction of the Governing Board have general charge and
control over the employees of the Exchange and of all books, papers and registers belonging to the
Exchange.
Minutes
164. The Secretary shall send out all notices and attend all meetings of the Exchange and of the Governing
Board and if necessary of standing and other committee and shall cause proper minutes to be kept of the
proceedings of all such meetings.
Records
165. The Secretary shall cause records to be maintained showing -
Register of Members
(i) the names and addresses of members, the dates of their admission to and termination of
membership and the addresses of present members;
Register of Partnerships
(ii) the names and addresses of all partners and partnerships approved by the Governing Board and
the admission to, alterations in and the dissolution of such partnerships with relevant dates;
1
2
3
Register of Firms
(iii) the names of all members working in firm names and the names of the firms of which they are the
sole proprietors together with the relevant dates;
Register of Representative Members
(iv) the names of all representative members and the names of the members with whom they are so
working together with the relevant dates;
Register of Attorneys
(v) the names of all persons holding from members a power of attorney and the substitute appointed
by such attorneys and the dates on which such authority was granted and revoked.
Register of Remisiers
(vi) the names of all remisiers appointed by each member with the dates of appointment and termina-
tion;
Register of Authorised Clerks
(vii) the names of all authorised clerks employed by each member together with the dates of authorisation
and termination.
List of Members
166. The Secretary shall publish a list of members to be forwarded to any applicant on request.
Posting of Notices
167. No notices, communications or announcements shall be posted on the notice board of the Exchange
except through or under the authority of the Secretary.
Correspondence and Cheques
168. The Secretary shall conduct all correspondence on behalf of the Exchange and the Governing Board and
shall performs such other duties as the Governing Board may direct. He shall countersign all cheques for
the payment of money.
Members to give Information
169. All members of the Exchange, their partners, attorney, agents, remisiers, authorised clerks and
employees shall give to the Secretary all such information and produce before him all such records as he
may by direction of the Governing Board or the President require for the purposes of the Exchange or of the
Governing Board or of the President.
STANDING COMMITTEES
1
{Arbitration, Defaulters’, Disciplinary Action and Ethics Committee
170. (a) The Governing Board shall every year at the first meeting in April after its election appoint :
2
(i-a) an Arbitration Panel for Member V/s Non-Member Arbitration, consisting of persons, who are not
members of the Exchange or their Designated Directors and/or partners of member of the Ex-
change, to be appointed by the Exchange with the approval of SEBI;
(i-b) an Arbitration committee for Arbitration between members, consisting of persons appointed from
amongst members of the Exchange or the Designated Directors of the corporate
members of the Exchange and/or partners of member of the Exchange, whose partnership has
been approved by the Governing Board and registered with the SEBI.
3
(ii) a Defaulters’ Committee consisting of 40% persons appointed from among the members of the
Exchange and 60% persons who are not members of the Exchange to be appointed 4 {by the
Exchange with the approval of SEBI or, if SEBI so desires, to be appointed by SEBI.}
5
(iii) a Disciplinary Action Committee consisting of 40% persons from among members of the
Exchange and 60% persons who are not members of the Exchange to be appointed 6 {by the
Exchange with the approval of SEBI or, if SEBI so desires, to be appointed by SEBI;} 7 { and }
8
(iv) an Ethics Committee consisting of not more than 40% persons appointed from amongst the
members of the Exchange and atleast 60% persons who are not members of the Exchange, out
of which atleast one person should neither be a member of the Exchange nor be a member of the
Governing Board. 9 { }}
Implementation of Code of Ethics
10
(aa) the members of the Governing Board and Functionaries of the Exchange shall follow and observe the
Code of Ethics applicable to the members of the Governing Board and the functionaries of the
Exchange. The Ethics Committee shall oversee the implementation of such Code of Ethics as
prescribed in the Appendix ‘H’ to these Rules and as may be amended from time to time by SEBI.
1
2
3
4
5
6
7
8
9
Deleted by SEBI vide its letter dated 03.03.02.
10
Alteration in Number of Members
(b) The Governing Board may from time to time increase or reduce the number of members of the
Arbitration Panel or the Arbitration Committee or the Defaulters’ committee or the Disciplinary Action
Committee 1{or the Ethics Committee.}
(c) Only an individual may be a member of the Arbitration Panel and / or the Arbitration Committee and/or
the Defaulters’ Committee 1{ and/or the Disciplinary Action Committee and / or Ethics committee.}
Chairman and Honorary Secretary
171. Each Committee shall immediately after its nomination elect from its own body its Chairman. 1 {The
Chairman of the Ethics Committee shall be elected from among the persons, who are neither the members
of the Exchange nor the members of the Governing Board, appointed to the Committee.} The Committee
may also elect from its own body an Honorary Secretary.”
Retiring Members
172. (a) All retiring members of a Committee shall be eligible for re-nomination.
Retiring Members When to Continue in Office
(b) All retiring members of a Committee shall continue in office until their successors are validly
nominated.
Quorum
2
173. A committee may from time to time determine its own quorum provided that-
(i) in case of the Arbitration Committee, such quorum shall not be less than one-third of the total number
of members of the Arbitration Committee (any fraction contained in that one-third being rounded off as
one) or three committee members, whichever is higher 3 { } .
(ii) in case of the Defaulters’ Committee, such quorum shall not be less than one-fourth of the total
number of members of the Defaulters’ Committee (any fraction contained in that one-fourth being
rounded off as one) or three committee members, whichever is higher.
4
(iii) in case of the Disciplinary Action Committee, such quorum shall not be less than one-third of the
total number of members of the Disciplinary Action Committee (any fraction contained in that
one-third being rounded off as one) or three committee members, whichever is higher; and
5
(iv) in case of the Ethics Committee, such quorum shall not be less than one-third of the total number of
members of the Ethics Committee (any fraction contained in that one-third being rounded off as one)
or three committee members, whichever is higher.
1
2
Amended by SEBI on 09.05.97 and adopted by Governing Board on 10.05.97.
3
4
5
Voting
174. Any question before a Committee shall be decided by a majority of the votes cast at a meeting and in case
of an equality of votes the Chairman shall have a casting vote in addition to the vote to which he is entitled
as a member.
Proceedings
175. Unless otherwise provided or directed a Committee shall conduct and regulate its proceedings in the same
manner as the Governing Board.
Leave
176. A committee may give any member thereof leave of absence for a period not exceeding four months and
may declare the seat of such member temporarily vacated in which event the vacancy shall be filled by the
Governing Board. The member so appointed shall vacate office on the return to Bombay of the absent
member.
Removal of Member
177. The Governing Board may for reason to be recorded remove a member of a committee from such Committee.
1
{ Provided that a member appointed with the approval of the Securities and Exchange Board of India shall
be removed only with the approval of the Securities and Exchange Board of India}
2
177A. A person shall forthwith cease to be a member of the Defaulters’ Committee 3 {and/or the Disciplinary Action
Committee} upon the occurrence of any of the events specified at clauses (i) to (xiii) below and of the
Arbitration Committee 4 {and/or the Ethics Committee} upon the occurrence of any of the events specified at
clauses (iii) to (xiii) below:
(i) if he is a member of the Defaulters’ Committee 5 {and/or the Disciplinary Action Committee} by
reason of his having been the Executive Director of the Exchange and he ceases to be the Executive
Director of the Exchange,
(ii) if he is a member of the Defaulters’ Committee 6 {and/or the Disciplinary Action Committee} by
reason of his having been the President of the Exchange and he ceases to be the President of the
Exchange,
(iii) if he was a member of the Exchange at the time when he was appointed a member of the Committee
or at any time thereafter and he ceases to be a member of the Exchange,
(iv) he dies,
(v) he is found to be of unsound mind by a court of competent jurisdiction,
(vi) he applies to be adjudicated an insolvent,
(vii) he is adjudicated an insolvent,
1
2
Inserted by SEBI on 09.05.97 and adopted by the Governing Board on 10.05.97.
3
4
5
6
(viii) he is convicted by a court of any offence involving moral turpitude,

(ix) he leaves India on a permanent basis,
(x) the Governing Board is of the opinion that by reason of illness or infirmity he has become incompe-
tent to properly discharge his duties as a member of the Committee,
(xi) he resigns as a member of the Committee,
(xii) he is removed as a member of the Committee by the Governing Board or
(xiii) his registration as a broker under the Securities and Exchange Board of India (Stock Brokers and
Sub-Brokers) Rules, 1992 is suspended or canceled.
Casual Vacancy
178. If a casual vacancy arises in a Committee by reason of death, resignation, removal, expulsion, absence for
a period exceeding four months 1 {or for any other reason} such vacancy shall be filled by the appointment
of a member of Exchange by the Governing Board 2 { or by appointment of a person who is not member of
the Exchange with the approval of the Securities and Exchange Board of India as the case may be } and
the member so appointed shall retain office till the next appointment and shall be eligible for
re-appointment.
3
{ Provided that when a person has ceased to be a member of the Defaulters’ Committee by reason of his
having ceased to be the President or the Executive Director of the Exchange, such vacancy shall be filled
by the person who next occupies the office of the President or the Executive Director of the Exchange, as
the case may be. }
1
2
Amended by Governing Board Resolution dated the 13.09.93 and approved by SEBI on 27.09.93.
3
PARTNERSHIPS
Who may Form Partnership
1
179. No partnership shall be formed except -
(i) between two or more members of the Exchange; or
2
{(ii) between a member of the Exchange and his father or mother or wife or his son or sons or daughter
or daughters or daughter-in-law or daughters-in-law or father’s brother or brothers or unmarried
sister or sisters or brother’s or brother’s son or sons; or
(iii) between two or more members of the Exchange and their fathers, mothers or wives or son or sons
or daughter or daughters or daughter-in-law or daughters-in-law or brother or brothers or father’s
brother or brothers or unmarried sister or sisters or brother’s or brothers’ son or sons;
Provided that a son or daughter or son’s son or brother or father’s brother or unmarried sister of brother’s
shall not be taken into partnership unless he or she be in all respects eligible for membership of the
Exchange. }
Security
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180. {(a) A member or his son’s son or brother or brother’s son shall provide security for a sum equivalent
to 50 per cent of the security deposit prescribed under Rule 36 on admission of such son’s son or
brother or brother’s son to partnership under the provisions of these Rules and shall maintain such
security with the exchange at all times during the period such son’s son or brother or brother’s son
continues to be a partner in the partnership firm. }
(b) The provisions in these Rules relating to security provided by a member shall apply mutatis
mutandis to security provided in respect of a partner under sub-clause (a)
Lien on Security
(c) The security provided in respect of a partner shall be subject to lien for any sum due to the
Exchange or to the Clearing House by the partnership of which he is a partner and for the due
fulfillment the engagements, obligations and liabilities of the partnership of which he is a partner
arising out of or incidental to any bargains, dealings, transactions and contracts made subject to
1
2
3
Return of Security
(d) On the termination of the partnership or in the event of the member’s son’s son or brother or
brother’s son ceasing to be a partner or dying all security in respect of such partner not applied
under the Rules, Bye-laws and Regulations of the Exchange shall at the cost of the party providing
such security be repaid and transferred either to such party or as such party shall direct or in the
absence of any direction to such party’s legal representative.
(e) A member or his son’s son or brother or brother’s son admitted to partnership providing security
under the provisions of this Rule shall sign a Letter of Declaration in the form prescribed in Appendix
F to these Rules or in such other form as the Governing Board may from time to time prescribe.
Annual Subscription
181. A member shall pay to the Exchange such annual subscription as the Governing Board may from time to
time prescribe in respect of each son’s son or brother or brother’s son admitted by him to partnership under
the provisions of these Rules.
Partner in One Firm Only
182. No person shall at the same time be a partner in more than one partnership firm.
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182A. A director of a company who is a member of the Exchange shall not carry on any business either as a
sole proprietor or as a partner of a firm or as a director of any other company which is a member of the
Exchange or hold office or place of profit as a director of any other company as long as he acts as a director
of the company.
Partnership with Non-Members Forbidden
183. No person who is not a member of the Exchange or who is not a 2 {father or mother or wife or son or
daughter or daughter-in-law or} son of a son or brother or 3 { unmarried sister } or son of a brother 4 { or
father’s brother } of such member shall be admitted a member of any partnership firm and a member of the
Exchange entering into partnership with any such person shall on proof thereof before the Governing Board
and upon a resolution of the Governing Board to that effect cease to be a member of the Exchange.
Partnership with Suspended Members Forbidden
184. A member shall not without the special permission of the Governing Board form a partnership with a mem-
ber who has been suspended from the Exchange.
Contingent Partnership
185. A member shall not borrow money or securities from a non-member on terms that the lender shall receive a
rate of interest varying with the profits or shall receive a share of the profits.
1
2
3
4
Partnership Interest Not to be Assigned

186. No partner in any partnership firm shall assign or in any way encumber his interest in such firm.
Remuneration of Agents and Employees

187. No agent or employee of a member shall be paid any remuneration other than a fixed salary. The salary
shall not vary with the business though it may be supplemented by a reasonable bonus or a share of the
commission on the business introduced by him in the manner provided in the Rules, Bye-laws and Regulations
of the Exchange.
Governing Board Sole Judge of Partnership

188. The Governing Board shall be the sole judge as to what constitutes partnership within the meaning of these
Rules and its decision shall be final.
Permission Necessary
189. No member shall form a partnership or admit a new partner to an existing partnership or make any change
in the name of an existing partnership without the prior approval of the Governing Board.
Application for Permission

190. (a) The member or members desirous of carrying on business in partnership or admitting new
partner or partners shall apply for permission to the Governing Board giving the names of the
partners and the name of the partnership firm in the form prescribed in Appendix G to these Rules
or in such other form or forms as the Governing Board may from time to time prescribe.
Information and Partnership Deed

(b) Every application for permission shall be accompanied by such information in connection therewith
as may be required by the Governing Board and by a copy of the proposed deed of partnership if
any. Thereupon the Governing Board may approve the partnership and when the partnership is
entered into a signed copy of the deed of partnership if any shall be delivered to the Exchange for
purposes of record.
Withdrawal of Permission
191. The Governing Board in its discretion may at any time by a special resolution terminate any permission
which it may have given with respect to a partnership and the partners affected shall conform to such
directions as the Governing Board may make with respect thereto.
Changes in Partnership
192. (a) The members of the Partnership must communicate to the Exchange in writing under the
signatures of all the partners or surviving partners who are members of the Exchange any change
in such partnership either by dissolution or retirement or death of any partner or partners.
Intimation in Prescribed Form

(b) The Governing Board may from time to time prescribe forms for the purposes of sub-clause(a). The
notice to the Exchange intimating dissolution of a partnership shall contain a statement as to who
undertakes the responsibility of settling all outstanding liabilities but that shall not be deemed to
absolve the other partner or partners of his or their responsibility for such liabilities.
Notice of Formation of and Changes in Partnership
193. On the Governing Board giving its sanction where necessary a notice of the partnership and the names of
the partners and of any change therein shall be posted on the notice board of the Exchange and no
partnership shall be considered formed, altered or dissolved until it is so notified.
Register of Partnerships
194. A register of partnerships shall be maintained by the Exchange in which shall be entered the names of
partnerships and the names and addresses of the partners and any change in such partnership or names
together with the relevant dates.
Fictitious Partnership Names Forbidden
195. Save as otherwise provided in these Rules no member shall conduct business under a firm name unless he
shall have atleast one partner.
Misleading Names
196. The Governing Board shall refuse to allow a partnership firm to carry on business under a name which it
considers misleading.
Names to be Printed
197. A partnership firm shall state on all communications and circulars relating to Stock Exchange business and
on all contract notes the name of the firm and the names of all partners therein.
Liability of Member Partners
198. All members of the Exchange who are partners of a firm which is guilty of any act or omission which if done
by an individual member would render any such member liable to expulsion, suspension or any other
penalty shall be liable to be expelled, suspended or penalised as the case may be.
Liability of Partners
199. During the continuance of any partnership the Governing Board may at any time inquire into the conduct of
a partner and hold him liable to discipline in the same manner and to the same extent as if he were a
member of the Exchange.
Joint and Several Liability
200. Business by a partnership firm shall be done in the name of the firm and all the partners of the firm shall be
liable jointly and severally in respect of all dealings of the firm.
Bargains with Individual Partners
201. A member shall not transact any business or make any bargain for and on behalf of a partner of a partner-
ship firm and such partnership firm shall not be liable for any business transacted or any bargain made by
a member in the name of one only of the partners of the partnership firm.
Partnership Dissolved on Default
202. The default of a partnership firm shall dissolve the partnership and should the member partners of such firm
when readmitted desire to renew the partnership they shall apply for permission to the Governing Board in
the manner prescribed in these Rules.
The Term “Member” Include Partnership Firm
203. Whenever the word “member” appears in the Rules, Bye-laws and Regulations of the Exchange it shall
include a partnership firm unless the context indicates otherwise.
FIRMS AND REPRESENTATIVE MEMBERS
Member Working In Firm Name
204. A member who is a surviving or continuing partner of a partnership firm who is admitted as a member may
with the permission of the Governing Board continue business in the name of the firm of which he was a
partner.
Misleading Firm Name
205. The Governing Board shall refuse to allow a firm to carry on business under a firm name which it considers
misleading.
Names to be Printed
206. A firm shall state on all communications and circulars relating to Stock Exchange business and on all
contract notes the name of the firm and the name of the sole proprietor.
Register of Firms
207. A register of firms shall be maintained by the Exchange in which shall be entered the names of firms and the
names of the sole proprietors together with the relevant dates.
The Term “Member” Includes “Firm”
208. Whenever the word “member” appears in the Rules, Bye-laws and Regulations of the Exchange it shall be
deemed to include a member working under a firm name unless the context indicates otherwise.
Representative Member
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209. (a) A member carrying on business on the Exchange may with the permission of the Governing Board
authorise another member to act as a representative member.
Number of Representative Members
(b) The Governing Board may from time to time fix the number of representative members a member
shall be entitled to authorise.
Approval or Rejection of Applications
(c) The Governing Board in its discretion may approve or reject any application for authorisation of a
representative member.
Termination
(d) The Governing Board in its discretion may at any time terminate its approval of the authorisation of
a representative member whereupon the authorising member shall discontinue the authorisation of
the representative member concerned.
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Notice of Termination
(e) The authorising member and the representative member shall give prompt notice to the
Exchange when the representative member ceases to work in that capacity with the authorising
member.
Register of Representative Members
(f) A register of representative members shall be maintained by the Exchange in which shall be en-
tered the names of representative members and the names of the members by whom they are so
authorised together with the date on which they commence and cease to work as such
representative members.
Registration and Removal
(g) The Governing Board shall have full power to refuse registration or to remove the name of any
representative member from the register without assigning any reason.
Transactions in the Market by Representative Member
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210. (a) A representative member shall be entitled to enter into bargains in the market in the name of the
authorising member but he shall not enter into such bargains either in his own name or in the name
of any other member nor shall he be entitled to employ any authorised clerks.
Authorising Member’s Responsibility
(b) A member authorising a representative member shall be responsible for all bargains made in the
market by such representative member whether in the name of the authorising or representative
member or in the name of any other member and he shall fulfill such bargains according to the
Rules, Bye-laws and Regulations of the Exchange in the same manner as if such bargains had
been made personally by him.
Representative Member’s Business
(c) A representative member shall transact all business whether on his own account or on behalf of his
constituents and execute all orders for his constituents only through or with the authorising mem-
ber and not directly or indirectly through or with any other member.
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Indemnity
(d) In the absence of an agreement in writing to the contrary the representative member shall be
deemed to have agreed to give a full and complete indemnity to the authorising member for any loss
which such authorising member may sustain by the default of the constituents (provided such
constituents are not members of the Exchange) introduced by him in fulfilling their
obligations and the provisions in the Rules, Bye-laws and Regulations in this behalf applicable to
remisiers, authorised clerks and other persons sharing brokerage shall apply mutatis mutandis to
the representative member.
Representative Member when to Issue Contract Notes
(e) A representative member shall be entitled to issue to his constituents contract notes in his own
name provided he has deposited with the Exchange security for 1 {the amount prescribed under
Rule 36 } and continues to maintain such security upto the expiry of one month from the date on
which he notifies the Exchange that he has ceased issuing contract notes to his constituents.
(f) The provisions in these Rules relating to security deposited by a member shall apply mutatis
mutandis to security deposited by a representative member provided however that the authorising
member shall also have a lien on the security for the due fulfillment of the engagements,
obligations and liabilities of the representative member as provided in these Rules, Bye-laws and
Regulations.
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Substituted by Governing Board Resolution dated the 24.02.87 and approved by Govt. on 19.05.87.
CONSTITUTED ATTORNEYS
Power of Attorney
211. No member shall give a Power of Attorney to a non-member to carry on or supervise his Stock Exchange
business unless the non-member to whom he proposes to give such Power of Attorney is in all respects
eligible for membership of the Exchange and is approved by the Governing Board.
Appointment of Substitutes
212. No substitute shall be appointed under a Power of Attorney given by a member unless the person it is
proposed to appoint as a substitute is in all other respect eligible for membership of the Exchange and is
approved by the Governing Board.
Registration of Power of Attorneys
213. Any power of Attorney granted by a member and any substitution thereunder must be registered and a copy
thereof filed with the Exchange.
Register of Constituted Attorneys
214. A register of Constituted Attorneys shall be maintained by the Exchange in which shall be entered the
names of the constituted attorneys and the names of the appointing members and the names of the
substitutes appointed by such attorneys together with the dates on which the authority is granted and
rescinded.
Member’s Liability
215. Nothing contained in these Rules shall absolve the member granting the Power of Attorney from responsi-
bility for the acts of his attorney or substitute.
REMISIERS
Remisier
216. A person who is engaged by a member primarily to solicit commission business in securities shall be called
a remisier.
Commission Terms
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217. A member shall be entitled to employ remisiers for the purpose of his Stock Exchange business, and
subject to the provisions of the Bye Laws, remunerate such remisers with such brokerage as agreed upon
in writing by way of an agreement.
Permission Necessary
218. No member shall employ any remisier without first having such appointment approved by the Governing
Board.
Ex-members as Remisiers
219. A member may with the special consent of the Governing Board employ as his remisier a person who has
ceased to be a member under the Rules, Bye-laws and Regulations of the Exchange.
Remisier Not to be Another’s Employee
220. A remisier may be an individual or firm but must not be in the employ of any individual or firm.
Remisier to Act for one Member only
221. No person shall be registered as a remisier to more than one member.
Application
222. (a) A member desirous of employing a remisier shall apply for the permission of the Governing Board
in such form as the Governing Board may from time to time prescribe. Such form shall be signed
both by the member and the proposed remisier.
Discharge Certificate
(b) An application by a member to employ a remisier who previously had been acting as a remisier or
authorised clerk with another member must be accompanied by a discharge certificate from the
former employer or employers.
1
Amended by the Governing Board on 30/09/05 pursuant to SEBI letter no. MRD/DSA/BSE/50562/2005 dated 28/09/05
Such discharge certificate shall be in such form as the Governing Board may from time to time
prescribe and it shall show whether the remisier or authorised clerk left his former employer or
employers clear of all debts and outstanding liabilities and whether his conduct while in that em-
ployment was satisfactory.
Absence of Discharge Certificate
(c) When a discharge certificate is not attached to an application as required under sub-clause (b) the
proposed remisier shall submit an explanation therefor and the Governing Board or the President
shall then decide whether and on what conditions the requirements relating to the discharge certifi-
cate shall be waived and if there be any dispute between the proposed remisier and his former
employer the Governing Board or the President may refer it to the Arbitration Committee for its
adjudication or may require that the dispute be decided by arbitration in accordance with the Bye-
laws and Regulations of the Exchange relating to arbitration other than between members.
Remisier Not to Engage in Forward Business
223. The Governing Board may refuse permission to a person desirous of working as a remisier unless he gives
an undertaking that forthwith on registration as remisier he will cease to engage himself as principal or
employee in and not be directly or indirectly connected with any other kind of forward business.
Approval or Rejection of Application
224. The Governing Board in its discretion may approve or reject any application for appointment of a remisier.
225. The Governing Board in its discretion may at any time terminate the approval of a remisier whereupon the
member shall discontinue the employment of the remisier concerned.
Termination
226. Each member shall give prompt notice to the Exchange of the termination of the employment of a remisier.
Register of Remisiers
227. (a) A register of remisiers shall be maintained by the Exchange in which shall be entered the names
of all remisiers together with the dates of their appointment and discharge and the names of the
members employing them.
Inspection of Register
(b) The register shall not be open to inspection generally but only to the President or to the Governing
Board sitting as such.
(c) The Governing Board shall have full power to refuse registration or to remove the name of any
remisier from the register without assigning any reason.
Admission to the Floor
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228. (a) A remisier may be allowed admission to the floor of the Exchange on { such terms and
conditions } as the Governing Board may from time to time prescribe.
Admission during Good Behaviour
(b) A remisier shall be admitted to the floor of the Exchange only during good behaviour and shall be
bound to observe the Rules, Bye-laws and Regulations of the Exchange.
Grant, Refusal or Suspension of Admission
(c) The Governing Board may in its absolute discretion refuse admission to the floor of the Exchange
to the remisier of any member and may at any time suspend the admission of such remisier
without assigning any reason whatsoever.
Remisier Not to Make Bargains
229. When on the floor of the Exchange a remisier shall not make bargains in his own name or on behalf of his
employer or any other member. A remisier acting in violation of this provision shall be immediately sus-
pended or expelled by the Governing Board or the President.
Remisier Not to Sign Contract Notes
230. A remisier shall give the names of his constituents in whose names contract notes are to be rendered by the
member for whom the remisier acts. The remisier shall not sign contract notes in his own or any other
name nor shall he sign on behalf of his employer unless appointed by such employer as his constituted
attorney for that purpose.
Remisier Not to Advertise
231. A remisier shall not advertised or issue price lists or circulars to other than his own constituents.
Remisier’s Personal Business
232. A remisier may not act as a remisier for his personal business. No allowance shall be made for the broker-
age upon business for his own personal account.
Sub-Agent
233. If a remisier in whatever circumstances directly or indirectly divides or shares his brokerage with his con-
stituent or sub-agent his name shall be forthwith removed from the register.
Remisier Not to Share Brokerage with Constituents
234. Members shall be held responsible that remisiers make no allowance or return of brokerage directly or
indirectly to the constituents they introduce or to any other person or agent.
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Substitute by Governing Board Resolution dated 19.11.68 and approved by Govt. on 24.12.68.
Security
235. (a) When the employing member so requires a remisier shall on registration provide security for the
sum of atleast Rs. 5,000 and shall maintain such security with the Exchange at all times during the
period he continues to be a remisier with such member.
(b) The provisions in these Rules relating to security provided by a member shall apply mutatis mutan-
dis to security provided by a remisier under sub-clause (a)
Lien on Security
(c) The member for whom a remisier is working shall have a first charge on the security for the due
fulfillment of his engagements, obligations or liabilities arising out of or incidental to any bargains,
dealings, transactions and contracts made with him or on his behalf or with or on behalf of his
constituents subject to the Rules, Bye-laws and Regulations of the Exchange or anything done in
pursuance thereof.
Return of Security
(d) On the termination of his employment or in the event of his death all security not applied under the
Rules, Bye-laws and Regulations of the Exchange shall at the cost of the remisier be repaid and
transferred to him or as he shall direct or in the absence of such direction to his legal representatives.
(e) A remisier providing security under the provisions of these Rules shall sign a Letter of Declaration
in the form prescribed in Appendix F to these rules or in such other form as the Governing Board
may from time to time prescribe.
AUTHORISED CLERKS
Authorised Clerks
236. A member carrying on business on the Exchange other than a representative member shall be entitled to
appoint authorised clerks in his own exclusive employment for entering into bargains in the market on behalf
of such member.
Number of Authorised Clerks
237. The Governing Board shall from time to time fix the number of authorised clerks a member shall be entitled
to employ.
Remisiers as Authorised Clerks
238. A member may with the permission of the Governing Board employ his remisier also as his authorised clerk
but not in addition to the number of authorised clerks allowed to him under these Rules: Provided however
that no member who has been declared a defaulter under the Rules, Bye-laws and Regulations of the
Exchange and subsequently registered as a remisier shall be allowed to enter the floor of the Exchange to
effect bargains as an authorised clerk.
Alternate Authorised Clerks
239. A member may with the permission of the Governing Board nominate an alternate authorised clerk to act
temporarily in the absence of an authorised clerk.
Substitute Authorised Clerks
240. A member may with the permission of the Governing Board substitute other authorised clerks for those
withdrawn.
Substitute Authorised Clerks When not Allowed
241. When an authorised clerk is suspended or expelled by the Governing Board or the President for any reason
his employer shall not be permitted to appoint a substitute authorised clerk in his place for such period
following the date of suspension or expulsion as may be deemed proper.
Terms and conditions
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242. The appointment of authorised clerks and of alternate and substitute clerks in their place shall be subject to
such terms and conditions as the Governing Board may from time to time prescribe.
Permission of Governing Board Necessary
243. No member shall employ an authorised clerk or appoint an alternate or substitute authorised clerk in his
place without first having such appointment approved by the Governing Board.
Minor Ineligible
244. No person shall be admitted as an authorised clerk who is under eighteen years of age.
1
Substituted by Governing Board Resolution dated 19.11.68 and approved by Govt. on 24.12.68
Defaulter Ineligible
245. No member shall take into or continue in his employment as an authorised clerk a former member who has
been declared a defaulter but he may apply for the admission of a defaulter as his clerk in the Settling
Room.
Suspended and Expelled Members

246. No member shall without the special permission of the Governing Board take into or continue in his employ-
ment as an authorised clerk a former member who has been suspended or expelled.
Application
247. (a) A member desirous of obtaining admission to the market for his authorised clerks (which term
shall include alternate or substitute authorised clerks) shall apply for the permission of the
Governing Board in such form as the Governing Board may from time to time prescribe.
Discharge Certificate
(b) An application by a member to employ an authorised clerk who previously had been acting as an
authorised clerk or a remisier to another member must be accompanied by a discharge
certificate from the former employer. Such discharge certificate shall be in a form prescribed from
time to time by the Governing Board and it shall show whether the authorised clerk or remisier left
his former employer or employers clear of all debts and outstanding liabilities and whether his
conduct while in that employment was satisfactory.
Absence of Discharge Certificate

(c) When a discharge certificate is not attached to an application as required in sub-clause (b) the
proposed authorised clerk shall submit an explanation therefor and the Governing Board or the
President shall then decide whether and on what conditions the requirement relating to the
discharge certificate shall be waived and if there be any dispute between the proposed authorised
clerk and his former employer the Governing Board or the President may refer it to the Arbitration
Committee for its adjudication or may require that the dispute be decided by arbitration in
accordance with the Bye-laws and Regulations of the Exchange relating to arbitration other than
between members.
Approval or Rejection of Application

248. The Governing Board in its discretion may approve or reject any application for appointment of an authorised
clerk.
249. The Governing Board in its discretion may at any time terminate the approval of any authorised clerk
whereupon the members shall discontinue the employment of such authorised clerk.
Notice of Authorisation, Termination and Withdrawal

250. A member employing an authorised clerk or terminating the employment or withdrawing the authorisation of
such clerk shall give notice in writing to the Exchange of the name of such clerk and of the date of the
commencement or termination of his employment or the withdrawal of his authorisation and a notice of such
employment, termination or withdrawal shall be posted on the notice board of the Exchange.
Register of Authorised Clerks
251. (a) A register of authorised clerks shall be maintained by the Exchange in which shall be entered
the names of all authorised clerks together with the dates of their authorisation and discharge and
the names of the members employing them.
(b) The Governing Board shall have full power to refuse registration or to remove the name of any
authorised clerk from the register without assigning any reason.
Admission to the Floor
252. (a) An authorised clerk shall be allowed admission to the floor of the Exchange and no clerk so
authorised shall be so allowed.
Admission During Good Behaviour
(b) An authorised clerk shall be admitted to the floor of the Exchange only during good behaviour and
shall be bound to observe the Rules, Bye-laws and Regulations of the Exchange.
Grant, Refusal or Suspension of Admission
(c) The Governing Board in its absolute discretion may refuse admission to the floor of the Exchange
to the authorised clerk of any member and may at any time suspend the admission of such
authorised clerk without assigning any reason whatever.
Authorised Clerks to Make Bargains
253. An authorised clerk shall transact business only on behalf of his employer. He shall be liable to be imme-
diately suspended or expelled by the Governing Board or the President if he makes bargains in his own
name or in any name other than that of his employer.
Member Liable for Bargains of Authorised Clerk
254. A member shall be liable for all bargains made in the market by any authorised clerk employed by him and
he shall fulfill such bargains according to the Rules, Bye-laws and Regulations of the Exchange in the same
manner as if such bargains had been made personally by him.
Liability of Employer to Continue Until Notice
255. The responsibility of a member to other members for the bargains of his authorised clerk shall continue until
one day after the notice of the termination of his employment or the withdrawal of his authorisation shall
have been received and posted on the notice board of the Exchange.
Authorised Clerks Not to Sign Contract Notes
256. An authorised clerk shall not sign contract notes in his own or any other name nor shall he sign on behalf
of his employer unless appointed by such employer as his constituted attorney for that purpose.
Members Not Liable for Authorised Clerk’s Borrowings
257. A member appointing on authorised clerk shall not be held answerable for money borrowed by such authorised
clerk with or without security unless he shall have given special authority for that purpose.
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Additional Terms in Case of companies
257A. (i) The Articles of Association of a member which is a company shall contain such provisions as the
Governing Board may from time to time require. The list of shareholders of the company shall be
furnished to the Exchange. The shareholders for the time being shall be persons acceptable to the
Governing Board;
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(ii) {In case of a private limited company formed under Rule 19A(a), the directors of the company who
are members of the Exchange shall always hold atleast 51 percent of the issued capital of the
company and in the case of a public limited company formed under Rule 19A(a) the directors of the
company who are members of the Exchange and their associates shall always hold atleast 40 per
cent of the issued capital of the company.}
(iii) The name, the Memorandum and Articles of Association and the capital and shareholding pattern
of such a company shall not be altered without the prior consent of the Governing Board;
(iv) A person shall not be appointed a Director of such a company unless the Governing Board conveys
its approval to such appointment;
(v) If there is a change in the shareholding of the company which is not acceptable to the Governing
Board or a person is appointed as a Director who is not acceptable to the Governing Board, the
Governing Board may expel the member company.
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(vi) In the case of a company formed under Rule 19A(b) of the Rules, Bye-laws and Regulations of the
Exchange, the company shall declare its dominant shareholders at the time of seeking admission
to the membership of the Exchange and shall appoint at least one of the dominant shareholders as
one of its Designated Directors.
If, however, it is not feasible for a company to appoint one of its dominant shareholders as a
Designated Director, then the company shall appoint at least two Designated Directors, who
should possess
(a) educational qualification of not less than graduation; and

(b) minimum of two years’ experience in capital markets.
The Designated Directors so appointed shall each hold a minimum of 5% shares in the paid-up
capital of the company.
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2
3
Inserted by Governing Board Resolution dated 23.05.03 & 20.09.03 and approved by SEBI on 18.08.03.
Provided further that the Governing Board will have the power to waive the above requirement for a
company (including a company promoted by Non-Resident Indians) on such conditions as it finds fit
subject to provisions of Rule 8(4A) of S.C. (R) Rules, 1957.
The Governing Board will have the power to define the concept of Dominant Shareholder.
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AMALGAMATION AND DEMERGER OF CORPORATE MEMBERS
Definitions
257B (1) In this Rule, unless repugnant to the context or meaning thereof -
(i) “company” means a company or other body corporate incorporated under any law.
(ii) “Corporate Member” means a member of the Exchange which is a company.
(iii) “SEBI” means the Securities and Exchange Board of India established under the Securities and
Exchange Board of India Act, 1992.
SEBI’s and Governing Board’s Consent For

Amalgamation of Corporate Member
(2) A Corporate Member shall not amalgamate with any other company and no company shall amalgam-
ate with any Corporate Member except with the prior permission of SEBI and the Governing Board and
subject to such terms and conditions as SEBI and the Governing Board may stipulate. SEBI and / or
the Governing Board may refuse to consent to such amalgamation for such reasons as it considers fit
and proper including (but not limited to) on account of any disciplinary proceedings pending against any
of the parties or their directors under the Securities and Exchange Board of India Act, 1992 or any rules
or regulations framed therein or under the Exchange’s Rules Bye-laws and Regulations. The Governing
Board may expel the concerned Corporate Member in the event of a breach of this Rule. Prior to
granting such consent the provisions of Rule 23 of the Exchange’s Rules, Bye-laws and Regulations
shall be complied with in respect of the transferor and the transferee, and the Governing Board shall
consider any claims and objections which may be received.
Consequence of Amalgamation of Corporate Member

with Non-Member Company
(3) If, pursuant to SEBI’s and / or the Governing Board’s consent and in accordance with the terms and
conditions stipulated by SEBI and / or the Governing Board, a Corporate Member (“the transferor
company”) amalgamates with a company which is not a Corporate Member (“the transferee
company”) and the scheme of amalgamation provides that the transferor company’s right of membership
of the Exchange shall vest in the transferee company consequent to such amalgamation then,
immediately upon the amalgamation becoming effective, :-
(a) the transferee company shall be deemed to be a member of the Exchange in place and stead of the
transferor company without the transferee company being required to pay any membership, entrance or
admission fee to the Exchange; provided always that the transferee company shall not be deemed to
be a member of the Exchange until the transferee company complies with all the conditions as
|applicable to such member, such as payment of registration fee, etc., as per the applicable SEBI
Regulations.
1
(b) the registrations, if any, of the transferor company as a Trading or Clearing Member of the
Derivatives Segment of the Exchange and all other registrations of the transferor company with
any other segment of the Exchange shall vest in the transferee company without the transferee
company being required to pay any membership, entrance or admission fee;
(c) any nominee of the transferor company who is a member of the Governing Board of the
Exchange or any other board, council or committee of the Exchange or who holds any office on
the Exchange at the time of the amalgamation shall continue to be such member or to hold such
post (but as a nominee of the transferee company) for so long as he would have held such post
if such amalgamation had not occurred unless he ceases to be a whole-time / designated
director of the transferee company or otherwise prematurely vacates or becomes ineligible to
hold such office or be such member under any other Rule or any law. The transferee company
shall not have the right to fill in the vacancy and the vacancy will be filled in accordance with the
provisions of the Exchange’s Rules, Bye-laws and Regulations;
(d) the transferee company shall be entitled to and be bound by all the rights and obligations of the
transferor company; and
(e) the transferee company shall be liable for all acts and omissions of the transferor company prior
to the amalgamation, and any disciplinary, arbitration or other proceeding which, but for such
amalgamation, could have been commenced or continued by or against the transferor company,
may be commenced or continued by or against the transferee company.
Provided that –
(i) Sub-Clause (a) shall not apply if the transferee company is ineligible to be or continue as a
member of the Exchange under the Securities Contracts (Regulation) Rules, 1957, The
Securities & Exchange Board of India (Stock brokers and Sub-brokers) Rules, 1992, the Rules,
Bye-laws and Regulations of the Exchange or any other law; and
(ii) Sub-Clause (b) shall not apply if the transferee company is ineligible to be or to continue to be so
registered under the Rules, Bye-laws and Regulations of the Exchange or of any segment of the
Exchange or under any other law.
Consequence of Amalgamation of Corporate Member with

another Corporate Member
(4) If, pursuant to SEBI’s and the Governing Board’s consent and in accordance with the terms and
conditions stipulated by SEBI and the Governing Board, one or more Corporate Members (“the
transferor company” or “the transferor companies”) amalgamate with another Corporate Member (“the
transferee company”) or two or more Corporate Members (“the transferor companies”)
amalgamate with a company which is not a Corporate Member (“the transferee company”) and the
scheme of amalgamation provides that the transferor company’s or the transferor companies’ (as the
case may be) right of membership of the Exchange shall vest in the transferee company consequent to
such amalgamation then, immediately upon the amalgamation becoming effective, the provisions of
Sub-Rule (3) shall apply mutatis-mutandis subject to the following modifications –
(a) If nominees of two or more of the Corporate Members are directors or members of the
Governing Board of the Exchange or any other board, council or committee of the
Exchange or hold any offices on the Exchange, and the Rules or any other law do not
permit more than one nominee of the same Corporate Member to be such director or
member or to hold such office then, prior to the amalgamation, the transferor company or
companies and the transferee company shall jointly inform the Governing Board who will
cease to be such director or member or vacate such post as may be required failing which
the Governing Board shall be entitled to decide which director/member shall vacate office;
(b) The transferee company shall be deemed to be a Composite Corporate Member; and
(c ) If the transferor company or companies and the transferee company hold more than one
registration as Trading and/or Clearing Member of the Derivatives Segment of the
Exchange or hold any other common registrations of any other segment of the Exchange
then unless the provisions relating to such registrations permit the same Corporate Mem-
ber to have more than one registration, prior to the amalgamation the transferor company
or companies and the transferee company shall jointly inform the Governing Board which
registration(s) shall cease failing which the Governing Board shall be entitled to decide
which registration(s) shall cease.
Governing Board’s Consent For

Demerger by Corporate Member
(5) A Corporate Member shall not undertake a scheme of reconstruction or demerger except with the prior
permission of SEBI and the Governing Board and on and subject to such terms and conditions as SEBI
and / or the Governing Board may stipulate. The Governing Board may expel a Corporate Member in the
event of a breach of this Rule.
Consequence of Demerger by Corporate Member
(6) If, pursuant to SEBI’s and the Governing Board’s consent and in accordance with the terms and
conditions stipulated by SEBI and / or the Governing Board, a Corporate Member (“the transferor
company”) undertakes a scheme of reconstruction or demerger whereby, pursuant to the order of a
court or other statutory authority, the transferor company’s right of membership of the Exchange vests
in a wholly owned subsidiary of the transferor company (“transferee company”) then, immediately upon
the reconstruction or demerger becoming effective, the provisions of Sub-Rule (3) shall apply mutatis-
mutandis.
DISCIPLINARY PROCEEDINGS
Disciplinary Jurisdiction
258. The Governing Board may expel or suspend and/or fine and/or censure and/or warn and/or withdraw any of
the membership rights of member if he be guilty of contravention, non-compliance, disobedience, disregard
or evasion of any of the Rules, Bye-laws and Regulations of the Exchange or of any resolutions, orders,
notices, directions or decisions or rulings of the Exchange or the Governing Board or the
President or of any committee or officer of the Exchange authorised in that behalf or of any conduct,
proceeding or method of business which the Governing Board in its absolute discretion deems dishonourable,
disgraceful or unbecoming a member of the Exchange or inconsistent with just and
equitable principles of trade or detrimental to the interest, good name or welfare of the Exchange or prejudi-
cial or subversive to its objects and purposes.
Offences by Partners, Agents and Employees of Members
259. The Governing Board may expel or suspend and/or fine and/or censure and/or warn the partner of a member
or his attorney, agent, remisier, authorised clerk or employee for any act or omission which if done or
omitted by the member would subject him to the same penalties.
Member’s responsibility for Partners, Agents and Employees
260. A member shall be fully responsible for the acts and omissions of his partnership firm and of his partners,
attorneys, agents, remisiers, authorised clerks and employees and if any such act or omission be held by
the Governing Board to be one which if done or omitted by the member would subject him to any of the
penalties as provided in the Rules, Bye-laws and Regulations of the Exchange then such member shall be
liable therefor to the same penalty to the same extent as if such act or omission had been done or omitted
by him personally.
Members and Others to Testify and Give Information
261. A member shall appear and testify before and cause his partners, attorneys, agents, remisiers, authorised
clerks and employees to appear and testify before the Governing Board or the President or before a commit-
tee or an officer of the Exchange authorised in that behalf and shall produce and cause to be produced
before the Governing Board or the President or before a committee or an officer of the
Exchange authorised in that behalf such books, correspondence, documents, papers and records or any
part thereof which may be in his or their possession and which may be deemed relevant or material to any
matter under inquiry or investigation.
Permission Necessary for Legal Representation
262. No person shall have the right to be represented by professional counsel, attorney, advocate or other
representative in any investigation or hearing before the Governing Board, President or any committee
unless the Governing Board or President or committee so permits.
Explanation Before Suspension or Expulsion
263. A member shall be entitled to be summoned before the Governing Board or the President and afforded an
opportunity for explanation before being suspended or expelled but in all cases the findings of the Governing
Board shall be final and conclusive.
Penalties How Imposed
264. The penalty of suspension, withdrawal of all or any of the membership rights, fine censure or warning may
be inflicted singly or conjointly by the Governing Board. The penalty of expulsion shall be inflicted only by a
special resolution of the Governing Board.
Pre-determination of Penalties
265. The Governing Board shall have the power to pre-determine the penalties, the period of any suspension, the
withdrawal of particular membership rights and the amount of any fine that would be imposed on contraven-
tion, non-compliance, disobedience, disregard or evasion of any Rule, Bye-law or Regulation of the Ex-
change or of any resolution, order, notice, direction, decision or ruling thereunder of the Exchange, the
Governing Board or the President or of any committee or officer of the Exchange authorised in that behalf.
Commutation
266. Subject to the provisions of the Securities Contracts (Regulation) Rules, 1957 the Governing Board in its
discretion may in any case suspend a member in lieu of the penalty of expulsion or may withdraw all or any
of the membership rights or impose a fine in lieu of the penalty of suspension or expulsion and may direct
that the guilty member be censured or warned or may reduce or remit any such penalty on such terms and
conditions as it deems fair and equitable.
Reconsideration
267. Subject to the provisions of the Securities Contracts (Regulation) Rules 1957 the Governing Board may of
its own motion or on appeal by the member concerned reconsider and may rescind, revoke or modify its
resolution withdrawing all or any of the membership rights of or fining, censuring or warning any member. In
a like manner the Governing Board may by a special resolution rescind, revoke or modify its resolution
expelling or suspending any member.
Failure to Pay Fines and Penalties
268. If a member fails to pay any fine or penalty imposed on him within seven days after notice in writing has
been served on him by the Exchange he may be suspended by the Governing Board until he makes
payment and if within a further period of thirty days he fails to make such payment he may be expelled by
the Governing Board.
Consequences of Suspension
269. The suspension of a member shall have the following consequences namely-
Suspension of Membership Rights
(i) the suspended member shall during the term of his suspension be deprived of and excluded from all
the rights and privileges of membership including the right to attend or vote at any meeting of the
Exchange but he may be proceeded against by the Governing Board for any offence committed by
him either before or after his suspension and the Governing Board shall not be debarred from taking
cognisance of and adjudicating on or dealing with any claim made against him by other members;
Rights of Creditors Unimpaired
(ii) the suspension shall not affect the rights of the members who are creditors of the suspended
member;
Fulfillment of Contracts
(iii) the suspended member shall be bound to fulfill contracts outstanding at the time of his suspension;
Further Business Prohibited
(iv) the suspended member shall not during the term of his suspension make any bargain on the floor
of the Exchange or transact any business with or through a member provided that he may with the
permission of the Governing Board close with or through a member the transactions outstanding at
the time of his suspension;
Members Not to Deal
(v) no member shall transact business for or with or share brokerage with a suspended member during
the term of his suspension except with the previous permission of the Governing Board.
Consequences of Expulsion
270. The expulsion of a member shall have the following consequences namely -
(i) the expelled member shall forfeit to the Exchange his right of membership and all rights and
privileges as a member of the Exchange including any right to the use of or any claim upon or any
interest in any property or funds of the Exchange 1 { or of the Trade Guarantee Fund } but any
liability of any such member to the Exchange, 2 { to the Clearing House, to the Trade Guarantee
Fund }or to any member of the Exchange shall continue and remain unaffected by his expulsion;
Lapse of Right of Nomination
(ii) the right of nomination shall vest in the Exchange and shall not be exercised by the expelled
member;
Office Vacated
(iii) the expulsion shall create a vacancy in any office or position held by the expelled member;
Rights of Creditors Unimpaired
(iv) the expulsion shall not affect the rights of the members who are creditors of the expelled member;
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2
Fulfillment of Contracts
(v) the expelled member shall be bound to fulfill transaction outstanding at the time of his expulsion
and he may with the permission of the Governing Board close such outstanding transaction with or
through a member;
Members Not to Deal
(vi) no member shall transact business for or with or share brokerage with the expelled member except
with the previous permission of the Governing Board.
Expulsion Rules to Apply
271. When a member ceases to be such under the provisions of these Rules otherwise than by death, default or
resignation it shall be as if such member has been expelled by the Governing Board and in that event all the
provisions relating to expulsion contained in these Rules shall apply to such member in all respects.
Suspension of Business
272. (a) The Governing Board or the President shall require a member to suspend his business when he
fails to maintain or provide further security as prescribed in these Rules and the suspension shall
continue until he pays the necessary amount by way of security.
Penalty for Contravention
(b) A member who is required to suspend his business under sub-clause (a) shall be expelled by the
Governing Board if he acts in contravention of the provisions of this Rule.
Notice of Penalty and Suspension of Business
273. Notice shall be given to the member concerned and to the members in general by a notice on the notice
board of the Exchange of the expulsion or suspension or default of or of the suspension of business by a
member or of any other penalty imposed on him or on his partners, attorneys, agents, remisiers, authorised
clerks or other employees. The Governing Board may in its absolute discretion and in such manner as it
thinks fit notify or cause to be notified to the members of the Exchange or to the public that any person who
is named in such notification has been expelled, suspended, penalised or declared a defaulter or has
suspended his business or ceased to be a member. No action or other proceedings shall in any
circumstances be maintainable by such person against the Exchange or the Governing Board or any
member of the Governing Board or any officer or employee of the Exchange for the publication or
circulation of such notification and the application for membership or the application for registration as a
partner, constituted attorney, remisier or clerk by the person concerned shall operate as license and this
Rule shall operate as leave to print, publish or circulate such advertisement or notification and be pleadable
accordingly.
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RULES PERTAINTING TO CLEARING HOUSE / CLEARING COUNCIL
Clearing Council
274. Without prejudice to the Rules, Bye-laws and Regulations of the Exchange and of any segment of the
Exchange, the regulation, management and control of the Clearing House shall vest in the Clearing Council.
Composition of Clearing Council
275. The composition of the Clearing Council shall be prescribed by the Regulations. Provided that there shall not
be more than seven members on the Clearing Council. Provided that no member of the Exchange and no
Trading or Clearing Member on any segment of the Exchange shall be a member of the Clearing Council. Any
appointment to the Clearing Council will be subject to approval of Securities & Exchange Board of India.
Chief Executive Officer
276 The Clearing Council shall appoint as a whole-time Chief Executive Officer of the Clearing House any person
who in its opinion is suitable for the office on such terms and for such period as it may determine. During his
tenure of office the Chief Executive Officer shall neither directly or indirectly be an active member of the
Exchange nor shall he be a party to or be concerned in any speculative dealing on the Exchange or with any
member of the Exchange. The person appointed as Chief Executive Officer shall not directly or indirectly
engage himself in any business during his tenure of office and if he is a member of the Exchange or a Trading
Member or a Clearing Member on the Derivatives Segment or is a partner, director, shareholder or represen-
tative of a member of the Exchange or of a Trading Member or of a Clearing Member then he or such member
or Trading/Clearing Member (as the case may be) shall not directly or indirectly carry on any business on the
Exchange. Subject to the over-all management of the operations of the Clearing House being vested in the
Clearing Council as provided in these Rules, Bye-laws and Regulations, the Chief Executive Officer shall be
vested with the executive powers of the Clearing House to run the day-to-day administration and to enforce
the Rules, Bye-laws and Regulations of the Exchange and also of any segment of the Exchange applicable
to the Clearing House and to represent the Clearing House in any public matter and to exercise all other
powers, rights, duties and functions as are vested in the Chief Executive Officer of the Clearing House under
the Rules, Bye-laws and Regulation of the Exchange and also of any segment of the Exchange and/or as
may be entrusted or delegated to him by the Clearing Council from time to time. The Chief Executive Officer
shall cease to be a member of the Clearing Council if he ceases to hold the office of Chief Executive Officer.
Office Bearers
277 The members of the Clearing Council shall elect from amongst themselves the Chairman of the Clearing
Council and the Clearing House within a period of 10 days from the constitution of Clearing Council
Vacancy in the Office of Chairman
278 In case a vacancy shall occur in the office of Chairman, the Clearing Council shall fill the vacancy by electing
an Acting Chairman from among the members of the Clearing Council.
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Inserted by Governing Board Resolution dated 02.03.2000 and approved by SEBI on 24.07.2000
POWERS OF THE CLEARING COUNCIL
Jurisdiction
279 Without prejudice to the rights of inspection and other rights of the Exchange, the Derivatives Segment and
other authorities, the Clearing Council shall have complete jurisdiction over all the members of the
Exchange and Clearing Members in relation to clearing and settlement of trades, surveillance, supervision
and inspection and other matters related thereto. The Clearing Council shall have the absolute power and
right to interpret all the Rules, Bye-laws and Regulations of the Exchange and of any segment of the
Exchange in so far as they relate to the clearing and settlement of trades, surveillance, supervision,
inspection and other matters related thereto and to decide all points, questions and disputes relating to the
Clearing House and matters relating to the administration, functions, working and affairs of the Clearing
House. Notwithstanding anything contained elsewhere in these Rules, Bye-laws and Regulations of the
Exchange, any interpretation or decision made by the Clearing Council in respect of the Rules, Bye-laws and
Regulations of the Exchange relating to the clearing and settlement of trades, surveillance, supervision,
inspection and other matters related thereto shall be final and conclusive and binding on all members of the
Exchange, all Trading Members, Clearing Members, their directors, partners, agents, representatives,
officers, employees and Clients and Constituents and on all persons dealing through or with the members,
Trading Members and Clearing Members.
General Powers
280 Without prejudice to the rights of inspection and other rights of the Exchange, the Derivatives Segment and
other authorities, the management and control of the operational functions, working and affairs of the Clear-
ing House, the regulation of the conduct of the members of the Exchange Clearing Members, their direc-
tors, partners, agents, representatives, officers, employees and Clients/Constituents in relation to clearing
and settlement of trades, surveillance, supervision, inspection and other matters related thereto and the
promotion of the welfare, objects and purposes of the Clearing House (but not the management or control of
any properties, finances or funds of the Exchange or of its income or expenditure, whether or not pertaining
to the Clearing House) shall, subject to these Rules, Bye-laws and Regulations, vest in the Clearing Coun-
cil. In the exercise of such powers it may from time to time adopt such Regulations, pass such resolutions,
issue such orders, notices and directions and take such decisions relating to the Clearing House as it may
deem appropriate. More particularly, in furtherance and not in limitation of the foregoing powers, and without
prejudice to the generality of the foregoing powers and to any power or authority impliedly or expressly
conferred by any Rule, Bye-law or Regulation of the Exchange and of any segment of the Exchange for the
time being in force, the Clearing Council is specially authorised, subject to any Rule or Bye-law for the time
being in force, to exercise the powers in relation to clearing and settlement of trades, surveillance, supervi-
sion, inspection and other matters related thereto in the sense of the provisions in that behalf contained in
the Rules, Bye-laws and Regulations of the Exchange and of any segment of the Exchange.
Powers
281 In the exercise of its powers, and in compliance with SEBI guidelines, if any, the Clearing Council shall be
deemed empowered to do any of the following or similar acts or things or use any of the following or similar
authorities in connection with the clearing and settlement of trades, surveillance, supervision, inspection and
other matters related thereto namely -
Committees
(i) to appoint committees;

Casual Vacancies
(ii) to fill casual vacancies in any committee;
Recommending Expulsion and Control of Members
(iii) to recommend to the Governing Board or the Governing Council the registration of Clearing Members and
expulsion of members of the Exchange, Trading and Clearing Members.
Controlling Members
(iv) to control, warn, censure, fine and suspend, and withdraw all or any of the rights of, the members of the
Exchange (for any default relating to clearing and settling) and Clearing Members, to declare Clearing Mem-
bers as defaulters and recommend to the Governing Board or the Governing Council, declaration of default of
members of the Exchange or Trading Members (for any default relating to clearing and settling). The Clearing
Council may also suspend the operations of a Trading Member after consultation with the Governing Council
(for any default relating to clearing and settling).
Control of Partners, Attorneys, Agents and Employees
(v) to control, warn, censure, fine, suspend, and exercise supervision over directors, officers, representatives,
partners, attorneys, agents, authorised clerks, Approved Users, Authorised Persons and employees of mem-
bers of the Exchange and Clearing Members;
Investigation
(vi) to examine and investigate the financial conditions, business conduct and dealings of the members of the
Exchange Trading Members and Clearing Members;
Attendance and Information
(vii) to call upon any member of the Exchange, Trading Member or Clearing Member, his directors, officers,
representatives, partners, attorneys, agents, authorised clerks, Approved Users, Authorised Persons and
employees to appear and testify before the Clearing Council or the Chief Executive Officer of the Clearing
Council or the Chairman of the Clearing Council or before a committee or an officer of the Clearing House
authorised in that behalf and to furnish to the Clearing Council or to the Chief Executive Officer or the
Chairman of the Clearing Council or to a committee or an officer of the Clearing House authorised in that
behalf, such books, papers, documents, correspondence, clearing forms and any other records or informa-
tion in his or their possession which may be deemed relevant or material to any matter under inquiry or
investigation or which the Clearing Council, Chief Executive Officer, Chairman, committee or officer in its or
his absolute discretion deems necessary in the interest of just and equitable principles of trade or in the
public interest or in the interest and welfare of the Clearing House or the Exchange or investors.
Imposition of Penalties
(viii) to prescribe from time to time and impose penalties for violation of these Rules, Bye-laws and Regulations
relating to clearing and settlement and for neglect or failure or refusal to comply with resolutions, orders,
notices, directions or decisions of the Clearing Council or
the Chief Executive Officer of the Clearing Council or the Chairman of the Clearing Council or of any commit-
tee or officer of the Clearing House authorised in that behalf or for any infraction against the
Clearing House the penalty for which is not specifically prescribed.
Enforcement of Rules, Bye-laws and Regulations
(ix) to enforce the Rules, Bye-laws and Regulations of the Exchange or any segment of the Exchange in so far
as they relate to the Clearing House and clearing and settlement of trades, surveillance, supervision, inspec-
tion and other matters related thereto and take cognisance of breaches thereof and offences against them;
Regulation of Functioning
(x) to determine from time to time the mode and conditions subject to which the Clearing House and clearing
and settlement of contracts/trades, surveillance, supervision, inspection and other matters related thereto
shall function;
Fees and Charges
(xi) to fix from time to time and collect from members of the Exchange and Clearing Members in addition to the
dues and charges provided for in these Rules, Bye-laws and Regulations and such other charges of fees as
may be deemed necessary or desirable for the functioning of the Clearing House;
Appointment of Employees
(xii) to appoint and at its discretion to suspend or remove such permanent, temporary or special employees
pertaining to the Clearing House, to determine their powers, duties and terms of remuneration, to
establish, maintain or subscribe to for their benefit any provident or benefit funds, pensions, gratuities,
compensation or insurance schemes and to make and alter service and other rules and regulations in that
behalf as it may from time to time think fit;
Facilities
(xiii) to provide from time to time such facilities as may be necessary for the functioning of the Clearing House.
Powers and Rights
(xiv) to award contracts for managing the Clearing House (for the Derivatives Segment, Cash Segment or for any
other segment of the Exchange);
Monitoring of Payments
(xv) to monitor payment obligations of members of the Exchange and Clearing Members (for the Derivatives
Segment and/or Cash Segment and/or any other segment of the Exchange);
Surveillance
(xvi) the surveillance, supervision and inspection of the members of the Exchange Clearing Members and of the
clearance and settlement system and all matters related thereto;
Security Management
(xvii) to manage all security, margins and collateral;
Suspensions
(xviii) to suspend Clearing Memberships in the Derivatives Segment, the Cash Segment and any other segment
of the Exchange for default in meeting obligations;
Fees
(xix) to levy charges on members for usage of facilities;
Disciplinary Action Committee
(xx) to recommend to the Disciplinary Action Committee of the Cash Segment, Derivatives Segment and/or any
other segment of the Exchange disciplinary action for defaults, price rigging, market manipulations, front
running or any other improper, unethical, unfair or fraudulent practice;
Compliance and Monitoring
(xxi) to monitor net worth criteria, compliance and composition, security deposit criteria, compliance and
composition and the financial condition of members of the Exchange, Trading Members and Clearing Mem-
bers;
Margin Collection
(xxii) to levy, monitor, decide, arrange for collection of and collect margins of all types;
Clearing Session
(xxiii) to fix and hold special clearing sessions;
Settlement Schedules
(xxiv) to fix normal settlement schedules;
Annulment of Trades
(xxv) to recommend to the Governing Council or the Governing Board annulment of trades/contracts in any
segment;
General Control
(xxvi) to decide and from time to time adopt resolutions, issue orders, notices and directions in respect of matters
relating to the Clearing House not provided for in these Rules, Bye-laws and Regulations;
Review
(xxvii) to review, reconsider, modify or rescind any resolutions, orders, notices, directions and decisions relating to
the Clearing House;
General Power
(xxviii) generally to supervise and direct all matters affecting the Clearing House.
Limitation of Powers
282 Notwithstanding anything stated elsewhere in these Rules, Bye-laws and Regulations, the Clearing
Council shall not have any powers in respect of the properties, finances or funds of the Exchange (whether or
not relating to the Clearing House) and shall not be entitled to incur any financial liability or obligation
(whether contractual or otherwise and whether contingent or otherwise) on behalf of the Exchange or do any
act or deed which may affect the Exchange’s finances, funds or properties, save and except as may be
expressly delegated by the Governing Board to the Clearing Council.
Suspension of Rules, Bye-laws and Regulations
283 The Clearing Council may by a special resolution waive or dispense with the strict enforcement or suspend
the operation in part or in whole of any of the Rules, Bye-laws or Regulations of the Exchange (other than
Rule 283 or this Rule) in regard to any person or persons, security or securities or matter or matters relating
to the Clearing House or to the clearing and settlement of trades, surveillance, supervision and inspection.
Provided that the Clearing Council shall not waive or dispense with the strict enforcement or suspend the
operation in part or in whole of any Rules, Bye-laws or Regulations continuously for a period exceeding three
days except with the approval of SEBI:
Finality of Clearing Council Resolutions
284 Any resolution passed by the Clearing Council under the powers or authority conferred upon it by the
provisions of any of these Rules or Bye-laws relating to the Clearing House shall not be added to, altered,
varied or rescinded by the members of the Exchange or the Trading Members in general meeting and all such
resolutions shall when they come into force be deemed valid and binding upon all members, Trading
Members and Clearing Members, their directors, officers, representatives, partners, attorneys, agents,
authorised clerks, Approved Users, Authorised Persons, employees, Clients/Constituents and all those
dealing with or through them.
Decision of Clearing Council Final
285 Notwithstanding anything stated elsewhere in the Rules, Bye-laws and Regulations of the Exchange, in all
matters relating to the Clearing House or clearing and settlement of trades, surveillance, supervision,
inspection and other maters related thereto which are brought under the consideration of the Clearing
Council, its decision whether expressed by a resolution or otherwise shall be final and must be carried out
forthwith by every
member of the Exchange, Trading Member and Clearing Member concerned and by his directors, officers,
representatives, partners, attorneys, agents, authorised clerks, Approved Users, Authorised Persons,
employees, Clients/Constituents and all those dealing with or through them.
Delegation of Powers
(a) The Clearing Council may subject to such conditions as it may think fit delegate such of its powers
as it may from time to time determine to the Chief Executive Officer of the Clearing Council or the
Chairman of the Clearing Council or to committees appointed out of members of the Clearing
Council or any other person(s) and may likewise delegate the performance of such ministerial and
administrative duties as it may deem expedient to the Chief Executive Officer or to the Chairman or
to committees composed of members of the Clearing Council and/or to any officer of the Clearing
House and/or any other person(s). Provided, that Trading/Clearing Members shall not be eligible to
be appointed to any committee.
Review
(b) A person affected by a decision of the Chief Executive Officer or the Chairman or a Committee or an
Officer of the Clearing House or any other persons acting under powers delegated by the Clearing
Council as provided in sub-clause (a) may require a review by the Clearing Council within seven days
after the decision has been rendered.
Delegation of Powers in Emergency
286 Whenever the Clearing Council in its discretion is of the opinion that an emergency exists it may by a special
resolution delegate all of its powers for such period as it may determine to the Chief Executive Officer of the
Clearing House or to the Chairman of the Clearing House or to a special committee
appointed out of the members of the Clearing Council from whose decision there shall be no appeal.
Indemnity to the Exchange and Clearing Council
287 The Clearing House and the Clearing Council and its members shall in no way either collectively or individu-
ally be held liable by any person for any act or omission on its part or on the part of any employee of the
Clearing House done or omitted to be done in good faith in the due discharge of duties and in the execution
or purported execution of their duties or of any powers, authorities or discretion vested in them including all
liabilities, costs, losses or expenses consequent on any mistake, oversight or omission on their part and
they shall be fully indemnified by the Exchange out of its funds for anything so done or omitted to be done.
Meetings of the Clearing Council
288 The Clearing Council may meet for the despatch of business, adjourn and otherwise regulate its meetings
as it deems fit.
Ordinary Meetings
289 Ordinary meetings of the Clearing Council may be called by the Chief Executive Officer or the Chairman of
the Clearing House as directed by the Clearing Council at any time.
Chief Executive Officer or Chairman May Call Special Meeting
290 (a) The Chief Executive Officer or the Chairman of the Clearing House may at any time call a special
meeting of the Clearing Council.
Special Meeting on Requisition
(b) The Chief Executive Officer shall call a special meeting of the Clearing Council within twenty-four
hours of the receipt of a requisition to that effect signed by two or more members of the Clearing
Council failing which any two of the signatories may call such meeting.
Urgent and Emergency Meetings
291 In case of urgency a special meeting may be called at less than twenty-four hours’ notice and in case of an
emergency, one hour’s notice of a special meeting shall be deemed sufficient.
Notice of Special Meeting
292 (a) A notice calling a special meeting shall state the purpose for which it is called. In the case of an
urgent or emergency meeting the notice shall state the nature of the urgency or the emergency and
the business to be transacted at the meeting and no other business shall be transacted at such
meeting.
Business When Not to be Stated
(b) Notwithstanding anything contained in sub-clause (a) when the Chief Executive Officer or the Chair-
man is of the opinion that the matter is confidential or of a nature not advisable to disclose he may
direct that the notice calling a special meeting shall not state the business and/or the urgency or
emergency of the special meeting.
Quorum
293 (a) Unless otherwise specially provided the quorum of the Clearing Council shall be two members of the
Clearing Council.
Interested Member Not to be Included in Quorum
(b) An interested member of the Clearing Council shall not be included when counting the quorum
prescribed under these Rules and Bye-laws for dealing with the question in which the member is
interested.
Chairman to Preside
294 The Chairman of the Clearing House or in his absence the Chief Executive Officer of the Clearing House shall
preside at all meetings of the Clearing Council. If there be no Chairman or Chief Executive Officer or if at any
meeting the Chairman or Chief Executive Officer be not present within fifteen minutes of the time appointed
for such meeting the members of the Clearing Council present shall choose a member of the Clearing
Council as chairman of the meeting.
Chairman to have Casting Vote
295 In case of an equality of votes at a meeting of the Clearing Council the chairman of the meeting shall have a
casting vote in addition to the vote to which he is entitled as a member.
Voting
296 A member of the Clearing Council shall be entitled to take part in the proceedings but it shall not be
competent for him to vote -
Personal Interest
(i) on any question in which he is personally interested, the chairman of the meeting being the final
judge whether he is so interested or not; or
Member of Committee
(ii) on the final decision in respect of any inquiry or dispute on which a decision has been given by a
committee of which he has been a member except that no member of the Clearing Council shall be
so disqualified by reason of his being or having been a member of a committee which has made prior
examination or investigation of the subject under consideration for the purpose of submitting a
report; or
Absence During Hearings
(iii) on the decision in respect of any inquiry or dispute unless he has been present at every meeting of
the Clearing Council at which there has been a hearing of the inquiry or dispute.
Majority
297 Any question before the Clearing Council shall be decided by a majority of the votes cast at a meeting of the
Clearing Council unless a specified majority is required by any Rule or Bye-law for the time being in force.
Any fraction that appears when determining the required majority shall be rounded off as one.
Special Resolution
298 The quorum for a special resolution shall be three members of the Clearing Council present at a meeting of
the Clearing Council. Such special resolution shall be passed by a majority of at least two-thirds of the votes
cast at the meeting. Any fraction contained in such two-thirds shall be rounded off as one.
Ordinary Resolution by Circular
299 An ordinary resolution in writing, approved by not less than two-thirds of the total number of members of the
Clearing Council present in Mumbai shall be as valid and effective as if it had been passed at a meeting of the
Clearing Council duly called and constituted. Any fraction contained in such two-thirds shall be rounded off
as one.
Adjourned Meeting
300 Any meeting of the Clearing Council may be adjourned from time to time and it shall be no objection to any
resolution passed or any decision arrived at such meeting that all or any of the members of the Clearing
Council present were not present at the former meeting or meetings or that any of those present at any
former meeting or meetings were not present at any adjourned meeting or meetings.
Proceedings
301 The Clearing Council shall, unless otherwise provided, regulate and determine the manner and form in which
its proceedings shall be conducted. Except as otherwise specially provided in these Rules it may with
permission of the Chairman consider and take action upon any matter at any ordinary or special meeting
even though such matter has not been referred to in the notice of such meeting.
Members and Others to Appear Before Meetings if Required
302 Members, Trading Members, Clearing Members, their directors, partners, attorneys, agents, authorised
clerks, Authorised Persons, Approved Users, representatives, officers and employees shall appear before
such meetings of the Clearing Council or of any committee appointed by it as they may be directed to attend
and they shall give all such information and produce all such records as may be in their possession relative
to any matter before the Clearing Council or such committee.
Minutes
303 Minutes of the proceedings of the Clearing Council shall be maintained under the authority of the Secretary
of the Exchange. Such minutes shall be deemed confidential and shall not be available for inspection by
Trading Members, Clearing Members or any members of the Exchange.
Correspondence
304 All communications to the Clearing House or the Clearing Council or any committee appointed by the
Clearing Council or to any official of the Clearing House shall be made in writing and shall be signed and no
action need be taken on any anonymous communications.
Chairman to Preside
305 The Chairman of the Clearing House shall preside at any meeting of the Clearing Council or any standing
or other committee which he may attend and he shall have in case of an equality of votes a casting vote in
addition to the vote to which he may be entitled as a member.
Representatives of the Clearing House
306 (a) The Chief Executive Officer and/or the Chairman of the Clearing House shall represent the Clearing
House officially in all public matters.
Ex-Officio Members of Committees
(b) The Chief Executive Officer and the Chairman of the Clearing House shall be ex-officio members of
any committee appointed by the Clearing Council.
Special Power
307 (a) The Chief Executive Officer and the Chairman and in the absence of the one, the other shall be
entitled to exercise any or all of the powers exercisable by the Clearing Council whenever they or he
be of the opinion that immediate action is necessary subject to such action being confirmed by the
Clearing Council within twenty-four hours.
Absence or Inability to Act
(b) In the absence of the Chief Executive Officer or in the event of his inability to act, his functions and
powers shall be exercised under the directions of the Clearing Council by a senior available officer of
the Clearing House appointed by the Clearing Council in this behalf.
APPENDIX A
Admission Application Form
(Rule 22)
The Secretary,
The Stock Exchange,
Bombay.
Sir,
Please acquaint the Governing Board that I am desirous of being admitted as a member of the Exchange upon the
terms of and under and subject in all respects to the Rules, Bye-laws and Regulations of the Exchange which now
are or hereafter may be for the time being in force.
I have read the Rules, Bye-laws and Regulations of the Exchange.
I solemnly declare -
(i) that I am a citizen of India;

(ii) that I am not engaged as principal or employee in any business other than that of securities except
as a broker or agent not involving any personal financial liability, nor if admitted as a member of the
Exchange shall I so engage myself except with the permission of the Governing Board;
1
(iii) that I am not nor if admitted as a member of the Exchange shall I during the time I remain a member
be associated with or a member of or subscriber to or a shareholder or debentureholder in or con-
nected through a partner or employee with or an agent or authorised representative or employee with
or an agent or authorised representative or employee of a member of or a member or director of or
debentureholder in a company which is a member of or debentureholder in any other organisation,
institution, association, company or corporation where forward business of any kind whether in
goods or commodities or otherwise is carried on;
2
(iv) { that I am associated with/engaged in } but undertake to severe my said connection immediately
on election.
Full Name :
Age :
Address :
Occupation :
Reasons for giving up the present business :
Yours faithfully,
Date : (Signature of Candidate)
We recommend as a fit and proper person to be admitted as a member

of the Exchange.
Signature of two members { __________________________

{
{ __________________________
1
2
Renumbered and substituted by Governing Board Resolution dated 09.09.58 and approved by Govt. on 30.09.58
1
Appendix A-I

( Rule 22A )
The Secretary,
The Stock Exchange,
Mumbai.
Sir,
Please acquaint the Governing Board that we are desirous of being admitted as a member of the Exchange upon
the terms of and under subject in all respects to the Rules, Bye-laws & Regulations of the Exchange which now are
or hereafter may be for the time being in force.
We have read the Rules, Bye-laws & Regulations of the Exchange.
*A. For a company referred under Rule 19 A(a) of the Rules, Bye-laws & Regulations of the Exchange.
We solemnly declare
(i) that the company is formed in compliance with the provisions of Section 322 of the Com-
panies Act, 1956;
(ii) that a majority of directors of the company are shareholders of the company and also
members of the Exchange; and
(iii) that the directors of the company who are members of the exchange have unlimited liability
in the company.
*B. For a company referred under Proviso to Rule 19 A(a) of the Rules, Bye-laws & Regulations of the
Exchange.
We solemnly declare
(i) that the company is as specified under proviso to Rule 19 A(a) of the Rules, Bye-laws &
(ii) that the company has obtained a recommendation from the Central Government as
required under Proviso to Rule 8(4) of the Securities Contracts (Regulation) Rules, 1957
read with proviso to Rule 19 A(a) of the Rules, Bye-laws & Regulations of the Exchange as
amended upto date.
We send herewith following documents and undertake to furnish such additional information and
documents as may be required :
I Certified copies of
(a) Memorandum and Articles of Association.
(b) Prospectus.
(c) Statement in lieu of Prospectus.
1
(d) Directors’ Report, Auditor’s Report and Annual Accounts for the last five years.
(e) The short history of the company and its activities.
(f ) The capital structure of the company.
(g) The Board resolution authorising the directors to apply for membership.
(h) The shareholding pattern of the company in respect of each class of security.
*A. For a company referred under to Rule 19 A(a) of the Rules, Bye-laws & Regulations of the Exchange.
II Certificate from the Auditors of the company certifying that the company is eligible to be elected as
a member of the Exchange and that in the case of a private limited company, the directors of the
company who are members of the Exchange hold at least 51 percent of the issued capital of the
company and in the case of a public limited company the directors of the company who are
members of the Exchange and their associates hold at least 40 percent of the issued capital of
the company.
We hereby declare
(i) that the issued, subscribed and paid up capital of the company is not less than Rs.
5,00,000 per each director who is a member of the Exchange.
(ii) that I/We am/are associated with _______________________ as a sole proprietor/ partner/
director of a company which is a member of the Exchange / holding office or place of profit
as a director but undertake to sever connection immediately on election of the company.
(iii) that the company shall carry on business only as a corporate member of the Exchange
and shall not, during such continuance as a member, do or engage in any other business
which is not conducive to the business of share and stockbroking and allied financial ser-
vices.
*B. For a company referred under Proviso to Rule 19 A(a) of the Rules, Bye-laws & Regulations of the
Exchange.
II Certificate from the Auditors of the company certifying that the company as specified under
Proviso to Rule 19A(a) is eligible to be elected as a member of the Exchange.
We hereby declare
(i) that I/We am/are associated with _______________________ as a sole proprietor/

partner/director of a company which is a member of the Exchange / holding office or place
of profit as a director but undertake to sever connection immediately on election of the
company.
(ii) that the company shall carry on business only as a corporate member of the Exchange
and shall not, during such continuance as a member, do or engage in any other business
which is not conducive to the business of share and stockbroking and allied financial ser-
vices.
Name of the Company :
Registered Office :
Names of Directors who are members of the

Exchange/ Directors of a company referred
under proviso to Rule 19 A(a) :
Yours faithfully,
For
___________________
Director
Date:__________
___________________
Director
( * Strike out whichever is not applicable )

AUDITOR’S CERTIFICATE
A. For a company referred under Rule 19 A(a) of the Rules, Bye-laws & Regulations of the Exchange.
We certify that _____________________________________ private limited/limited is eligible to be

elected as a member of the Exchange in terms of Rule 19 A(a) of the Rules, Bye-laws & Regulations of the
Stock Exchange, Mumbai.
* We further certify that the directors of the company who are members of the Exchange hold at least 51
percent of the issued, subscribed and paid up capital of the company.
* We further certify that the directors of the company who are members of the Exchange and their associates
hold at least 40 percent of the issued capital of the company.
‘*’ Strike out whichever is not applicable
B. For a company referred under Proviso to Rule 19 A(a) of the Rules, Bye-laws & Regulations of the
Exchange.
We certify that ________________________________________ private limited/limited is eligible to be

elected as a member of the Exchange in terms of Proviso to Rule 19A(a) of the Rules, Bye-laws &
Regulations of the Stock Exchange, Mumbai.
Date _________________ Seal ______________
Place_________________ Membership No. ______________

1
Appendix A-II

(Rule 22B)
The Secretary,
The Stock Exchange,
Mumbai.
Sir,
Please acquaint the Governing Board that we are desirous of being admitted as a member of the Exchange upon the
terms of and under subject in all respects to the Rules, Bye-laws and Regulations of the Exchange which now are or
hereafter may be for the time being in force.
We have read the Rules, Bye-laws and Regulations of the Exchange.
We solemnly declare :
(i) that the company is formed in compliance with the provisions of section 12 of the Companies Act, 1956;
(ii) that the directors of the company are not disqualified for being members of a stock exchange under clause(1)
[except sub-clause(b) and sub-clause(f)] or clause (3) [except sub-clause(a) and sub-clause(f)] of Rule 8 of
the Securities Contracts (Regulations) Rules, 1957, and the directors of the company had not held the
offices of directors in any company which had been a member of the stock exchange and had been declared
defaulter or expelled by the stock exchange : and
(iii) that at least two directors of the company possess a minimum two years experience in dealing in securities
or as portfolio managers or as investment consultants.
We send herewith the following documents and undertake to furnish such additional information and documents as
may be required :
I. Copies of the following documents certified by a chartered accountant :
(a) The Memorandum and Articles of Association
(b) The Prospectus / Statement in lieu of Prospectus
(c) The Directors’ Report, the Auditors’ Report and Annual Accounts for the last five years
1
(d) The Short history of the Company and its activities
(e) The Capital structure of the company
(f) The Board Resolution authorising the directors to apply for membership of the Exchange
(g) The Shareholding pattern of the company in respect of each class of security.
II. A Certificate from the Auditors of the Company certifying that the company is eligible to be elected as a
member of the Exchange as per the Rules, Bye-laws and Regulations of the Exchange as amended upto
date.
We hereby declare
(i) that the issued, subscribed and paid up capital of the company is not less that Rs. 30,00,000/-.
(ii) that I/we am/are associated with as a sole proprietor / partner/director of company which is a
member of the Exchange/holding office or place of profit as a director but undertake to sever connec-
tion immediately on election of the company (if applicable).
(iii) that the company shall carry on business only as corporate member of the Exchange and shall not,
during such continuance as a member, do or engage in any other business which is not conducive
to the business of share and stockbroking and allied financial services.
(iv) that the company shall at all times maintain a net worth i.e. the aggregate of the paid up capital plus
free reserves, which shall conform to the capital adequacy norms as specified by the Securities and
Exchange Board of India from time to time.
Registered Office :
Names of directors :
Yours faithfully,
_________________ ________________
Date : Director Director
Auditors’ Certificate
We certify that ______________________________________________ Private Limited/Limited is eligible to be elected

as a member of the Exchange in terms of Rule 19A(b) of the Rules, Bye-laws and Regulations of the Stock
Exchange, Bombay.
We further certify that the directors of the company are not disqualified for being members of a stock exchange under
clause(1) [except sub-clause(b) and sub-clause(f)] or clause (3) [except sub-clause(a) and sub-clause(f)] of Rule 8 of
the SecuritiesContracts (Regulations) Rules, 1957, and the directors of the company had not held the offices of
directors in any company which had been a member of the stock exchange and had been declared defaulter or
expelled by the stock exchange.
Date : ______________________ Seal: _____________________
Place : _____________________ Membership Number : _____

1
ANNEXURE - I
(To be filled in by each of the directors referred to

in Rule 19A(b)(v) of the Rules of the Exchange
i.e. by each of the designated directors)
1. Full Name (Surname first, if applicable) :
2. Father’s/Husband’s Name :
3. Date of Birth :
4. Whether a citizen of India ? :
5. Educational Qualifications :
(attach certified copies)
Name of the College/ Degree/Diploma Grade Year

University/institution
6. Details of experience in the Capital :

market activities (use additional
sheets if required)
7. Are you carrying on business of dealing :

in shares & securities either in your
name or in the name of any other
person? If so, give particulars.
8. Are you carrying on business as a :

stockbroker or as a sub-broker or
as an investment consultant or in
any other similar capacity? If so,
give particulars.
9. Are you engaged as a principal or as :

an employee or otherwise in any
business other than that of dealing in
shares & securities or stock brokerage?
If so give particulars.
1
10. Are you aware that on election of :

your company to the membership of
the Exchange you will have to stop
forthwith any business of the above
mentioned type?
11. Indicate :-
i) Your PAN allotted by the :
Income-Tax Department
ii) Details of Income Tax Assessment :
for the last three assessment years
(attach copies of the assessment
orders) and any other claim, order,
notices served by the Income-Tax
Department.
iii) Details of Wealth Tax Assessments :

for the last three assessment years
(attach copies of the assessment
orders) and any other claim, order,
notices served by the Income-Tax
Department.
12. Give details of your bank/s. :

(attach reference from at least one
banker)
13. Do you have any objection to a :

reference being made to your
bank/s?
14. State any other circumstance which :

in your opinion should be disclosed
to the Exchange
15. Have you been involved in any civil :

or criminal litigation, suit or
proceeding?
If so, give particulars
16. Have you been involved in any :

financial liability or contingent or
unascertained nature?
17. Have you, at any time, been convicted :

of an offence involving fraud or
dishonesty? If so, give particulars
18. Have you at any time been

a) rejected by any Stock Exchange :
for membership?
b) suspended or Expelled by a Stock :

Exchange from membership?
c) declared a defaulter by a Stock :

Exchange?
If so, give particulars.

a) rejected by any commodity or :
similar Exchange or commercial
organisation for membership?
b) expelled by any such Exchange or :

commercial organisation from
membership?
c) declared a defaulter by any such :

Exchange or commercial
organisation
20. Have you at any time been adjudged :

bankrupt or has a receiving order in
bankruptcy made against you or
have you been proved to be
Insolvent?
21. Have you at any time compounded :

with your creditors?
22. Have you any liabilities which are :

overdue?
23. Have you read the Rules, Bye-laws :

& Regulations of the Exchange?
24. Are you aware that any misstatement :

or misrepresentation or suppression of
of facts by you in connection with the
application for membership by your
company or any breach by you of any
undertaking or condition of admission
to the membership may entail non
consideration expulsion of your
company’s application from
membership?
I ___________________________________________________ being a wholetime director of the

________________________________ applying for membership of the Stock Exchange, Mumbai, do hereby sol-
emnly declare and affirm that what is stated above is true to the best of my knowledge.
Dated this day of 20 .
___________________
(Director)
1
ANNEXURE - II
(To be filled in and signed on behalf of the applicant company by the

designated directors. In respect of companies under formation
such particulars as are applicable may be filled in)
1. Name of the Applicant Company and its :

registered address
2. Year of incorporation :
3. Infrastructure details (give explanatory details :

about the following aspects. Use additional
sheets if required)
a) Office Premises :
b) Computers :
c) Telephone/Telex/Fax :
d) Employees :
e) Affiliates and Associates including :

foreign collaborations
f) Any other aspect considered relevant :
4. Give details of your bank/s (attach reference:

from at least one banker)
5. Do you have any objection to a reference :

being made to your bank/s
6. Present activities (use additional sheets :

if required)
7. Are you carrying on business as a stock :

broker or as a sub-broker or as an investment
consultant or in any other similar capacity ?
8. Are you engaged in any business other :

than that of dealing in shares & securities
or stock brokerage ?
1
9. Are you aware that on election of your :

company to the membership of the Exchange
you will have to stopforthwith any business of
the above mentioned type ?
10. Indicate :-
i) Your PAN allotted by the Income-Tax :
Department.
ii) Details of Income Tax Assessments for :

the last three assessment years (attach
copies of assessment orders) and any
other claim, order, notices served by the
Income-Tax Department.
iii) Details of Wealth Tax Assessments for the :

last three assessment years (attach
copies of the assessment orders) and any
other claim, order, notices served by the
Income-Tax Department.
11. Types of client you expect to service :
12. Have you at any time compounded with :

your creditors ?
13. Have you been involved in any civil or :

criminal litigation, suit or proceeding?
14. Have you been involved in any financial :

liability of contingent or unascertained
nature ? If so, give particulars
15. Have you, at any time, been convicted :

of an offence involving fraud or dishonesty ?

a) rejected by any Stock Exchange for :
membership ?
b) suspended or expelled by a Stock :

Exchange for membership ?
c) declared a defaulter by a Stock Exchange :

for membership ? If so, give particulars

a) rejected by any commodity or similar :
Exchange or commercial organisation
for membership ?
b) expelled by any such Exchange or :

commercial organisation from membership ?
c) declared a defaulter by any such Exchange :

or commercial organisation ?
18. Please state any other circumstances arising :

from your application for membership which
should be disclosed to the Exchange.
19. Are you aware that any misstatement or :

misrepresentation or suppression of facts by
you in connection with the application for
membership by your company or any breach
by you of any undertaking or condition of
admission to the membership may entail non
consideration/Expulsion of your company’s
application from membership?
20. Please give names, addresses, occupations :

and backgrounds of all your directors.
21. Please give names and addresses of share :

holders holding more than 10% of the paid
up shares capital of the applicant company.
If the shareholders are companies then
furnish details of shareholders indicated
hereinbefore.
22. We, the applicant company hereby :

undertake to comply with such financial
requirements and norms as may be
specified by Securities and Exchange
Board of India & the Stock Exchange for
registration of such companies under
section 12 of the Securities and Exchange
Board of India Act (15 of 1992).
23. We, the applicant company are agreeable :

to the selection & admission procedure
contained in the Note accompanying the
Application Form for Corporate Membership
We, directors of __________________________________ applying for membership of Stock Exchange, Mumbai, do

hereby solemnly declare and affirm that what is stated above is true to our own knowledge.
Dated this day of 20 .
______________________ ________________
(Director) (Director)
APPENDIX B
Nomination Form No. 1

(Rule 13)
The Secretary,
The Stock Exchange,
Bombay.
Sir,
I, a member of The Stock Exchange, hereby nominate

as my successor and hereby tender the resignation of my membership in his favour.
Dated this day of 20
Yours faithfully,
(Witness) (Signature of Nominator)
(Witness) (Signature of Nominee)

(Rule 13)
The Secretary,
The Stock Exchange,
Bombay.
Sir,
Near relative
We, the undersigned ————————————— of ________ deceased, until ___________

legal representative
a member of The Stock Exchange, hereby nominate as his successor.
Yours faithfully,
(Witness) (Signature of Nominator)
(Witness) (Signature of Nominee)

APPENDIX C
Instructions for the Guidance of the Governing Board

admitting Successor to Deceased Member
[(Rule 11(b)]
In dealing with any application under Rule 11(b) the Governing Board shall so far as practicable be guided by the
following instruction:
(i) if there be a widow and sons preference shall be given to any person recommended by the widow and all the
sons who are of age and the guardian of the minor sons (if any) if such person is otherwise qualified to be
admitted as a member;
(ii) if there be no widow preference shall be given to any person who is recommended by all the sons who are of
age and the guardian of minor sons (if any) if such person is otherwise qualified to be admitted as a member;
(iii) if there be a widow but no sons who are of age preference shall be given to any person recommended by the
widow if such person is otherwise qualified to be admitted as a member;
(iv) if there be no widow or sons preference shall be given to any person who is recommended by the daughters
if such person is otherwise qualified to be admitted as a member;
(v) if there be no widow, sons or daughters preference shall be given to any person recommended by the parents
if such person is otherwise qualified to be admitted as a member;
(vi) in any other event the Governing Board shall subject to the Rules of the Exchange relating to the qualifications
of candidates have absolute discretion to make the nomination in favour of any person it may think fit.
APPENDIX D
Form of Letter Intimating Election

(Rule 31)
The Stock Exchange

Bombay
Date
To,
Sir,
I am directed to inform you that you are elected a member of The Stock Exchange under the terms of and subject in
all respects to the Rules, Bye-laws and Regulations of the Exchange which now are and hereafter may be in force.
Upon your paying the Admission Fee* of Rs. __________, the Entrance Fee* of Rs. ____________ and annual
subscription of Rs.____________ as well as depositing security of Rs. ____________ within one month of the receipt
of this intimation, a further intimation will be sent to you giving the date from which you may exercise the rights and
privileges of membership.
Yours faithfully,
Secretary
* Strike out if not applicable
APPENDIX E
Certificate of Admission
(Rule 35(a))
The Stock Exchange,
Bombay.
Date
To,
Sir,
This is to certify that ____________________________________ has this day been admitted as a member of The
Stock Exchange according to the Rules of the Exchange and that he is from this day entitled to exercise all the rights
and privileges and is subject to all the liabilities of such membership and that he is and will be hereafter bound by the
Rules, Bye-laws and Regulations of the Exchange which now are or may hereafter be for the time being in force.
As witness our hand and seal this day of two thousand ___________ .
President
Secretary
APPENDIX F
Member’s Security Declaration Form No. 1
(Rule 46)
The Governing Board,

The Stock Exchange,
Bombay.
Gentlemen,
Having been admitted as a member of the Stock Exchange and having handed to you in terms of the Rules thereof to
be deposited in ______________________(Name of Bank) in the name of the Exchange the sum of Rs. 20,000 and/
or having transferred to the names of the Trustees of the Exchange and/or (Name of Bank) the securities mentioned
below, I hereby declare and agree that the said Security and any cash, stock, shares or other securities that may be
added to or substituted for the said Security by arrangement with you are subject to a first and paramount lien for any
sum due to the Exchange or to the Clearing House by me/us or by the partnership of which I may be a partner and for
any sum due to any member of the Exchange for the due fulfillment of my engagements, obligations and liabilities or
of the partnership of which I may be a member arising out of or incidental to any bargains, dealings, transactions and
contracts made subject to the Rules, Bye-laws and Regulations of the Exchange or anything done in pursuance
thereof. I hereby further declare and agree that the said Security and any cash, stock, shares or other securities that
may be added to or substituted for the said Security by arrangement with you are to be held for you and on your
account by the said Security by arrangement with you are to be held for you and on your account by the said
Trustees and/or Bank(s) at your absolute discretion without any right whatever on the part of myself or those in my
right to call in question the exercise of such discretion on any ground whatever so that you may at your absolute
discretion as aforesaid apply and pay the same or the proceeds thereof (in case you shall as you shall be fully
entitled to do sell the same) or cause the same to be applied and paid to or for behalf of the Exchange or the Clearing
House to whom I or any partnership of which I may be a partner may be indebted or to or for behalf of any member of
the Exchange to whom I or any partnership of which I may be a partner may be indebted under a claim or claims
arising from any bargains, dealings, transactions and contracts made subject to the Rules, Bye-laws and
Regulations of the Exchange during the continuance of my membership of the Exchange. If on the completion of all
bargains, dealings, transactions and contracts entered into before the termination of my membership or on my
ceasing to do business on the Exchange the said Security or proceeds thereof shall not have been required for
payment of my or my said partnership liabilities as above provided the same or any balance thereof then remaining
will be returned to me and a receipt signed by me that whatever cash, stock, shares or other securities or balance
thereof is/are so returned to me is/are all to which I am entitled in terms hereof shall be final and conclusive and bar
inquiry of any kind at the instance of myself or any one in my right in respect thereof.
Yours faithfully,
(Signature of member depositing the Security)
Securities above referred to:

APPENDIX F (Contd.)
Partner’s Security Declaration Form No. 2
[(Rule 180(e)]

The Stock Exchange, Bombay.
Gentlemen,
___________ having been admitted as a partner in the partnership firm of under the Rules of The Stock Exchange and
having handed to you in terms of the said Rules to be deposited in (Name of Bank) in the name of the Exchange the
sum of Rs. __________ and/or having transferred to the names of the Trustees of the Exchange and/or (Name of the
Bank) the securities mentioned below, I hereby declare and agree that the said Security and any cash, stock, shares
or other securities that may be added to or substituted for the said Security by arrangement with you are subject to
a first and paramount lien for any sum due to the Exchange or to the Clearing House by the said partnership firm and
for any sum due to any member of the Exchange for the due fulfillment of the engagements, obligations and liabilities
of the said partnership firm arising out of or incidental to any bargains, dealings, transactions and contracts made
subject to the Rules, Bye-laws and Regulations of the Exchange or anything done in pursuance thereof. I hereby
further declare and agree that the said Security and any cash, stock, shares or other securities that may be added
or substituted for the said Security by arrangement with you are to be held for you and on your account by the said
Trustees and/or Bank(s) at your absolute discretion without any right whatever on the part of myself or those in my
right to call in question the exercise of such discretion on any ground whatever so that you may at your absolute
discretion as aforesaid apply and pay the same or the proceeds thereof (in case you shall as you be fully entitled to
do sell the same) or cause the same to be applied and paid to or for behalf of the Exchange or the Clearing House or
to or for behalf of any members of the Exchange to whom the said partnership firm may be indebted under a claim or
claims arising from any bargains, dealings, transactions and contracts made subject to the Rules,
Bye-laws and Regulations of the Exchange during the continuance of the said partnership. If on the completion of all
bargains, dealings, transactions and contracts entered into before the termination of the said partnership the said
Security or proceeds thereof shall not have been required for payment of the said partnership liabilities as above
provided the same or any balance thereof then remaining will be returned to me and a receipt signed by me that
whatever cash, stock, shares or other securities or balance thereof is/are so returned t me is/are all to which I am
entitled in terms hereof shall be final and conclusive and bar inquiry of any kind at the instance of myself or any one
in my right in respect thereof.
Yours faithfully,
(Signature of member or partner depositing the Security)

APPENDIX F (Contd.)
Remisier’s Security Declaration Form No. 3
[(Rule 235(e)]

The Stock Exchange,
Bombay.
Gentlemen,
Having been registered as a remisier to a member of The Stock Exchange (hereinafter referred as the “employing
member”) and having handed to you in terms of the Rules, thereof to be deposited in (Name of Bank) in the name of
the Exchange the sum of Rs. _______ and/or having transferred to the names of the Trustees of the Exchange and/
or (Name of Bank) the securities mentioned below, I hereby declare and agree that the said Security and any cash,
stock, shares or other securities that may be added to or substituted for the said Security by arrangement with you
are to be held for you and on your account by the said Trustees and or Bank(s) at your absolute discretion without
any right whatever on the part of myself or those in my right to call in question without any right whatever on the part
of myself or those in my right to call in question the exercise of such discretion as aforesaid apply and pay the same
that you may at your absolute discretion as aforesaid apply and pay the same or the proceeds thereof (in case you
shall be fully entitled to do sell the same) or cause the same to be applied and paid to or for behalf of the said
employing member to whom I may be indebted as provided in the Rules, Bye-laws and Regulations of the Exchange
or under any claim or claims arising from any bargains, dealings, transactions and contracts for or with me or at my
instance or with or on behalf of my constituents made subject to the Rules, Bye-laws and Regulations of the
Exchange during the time I continue my registration as a remisier to the said employing member. If on the comple-
tion of all bargains, dealings, transactions and contracts entered into before the termination of my registration the
said Security or proceeds thereof shall not have been required for payment of my liabilities as above provided the
same or any balance thereof then remaining will be returned to me and a receipt signed by me that whatever cash,
stock, shares or other securities or balance thereof shall be final and conclusive and bar inquiry of any kind at the
instance of myself or any one in my right in respect thereof.
Yours faithfully,
(Signature of Remisier depositing the Security)

APPENDIX F (Contd.)
1
[(Rule 44, 180(d) and 235(d)]
From:
To,

The Stock Exchange,
Bombay.
Gentlemen,
With reference to the Security deposited by me with the Exchange under and held subject to the Rules, Bye-laws
and Regulations of the Exchange I hereby nominate as provided in the said Rules, Bye-laws and Regulations
_____________________________________________________________________________ (Name)
of_______________________________________________________________________(Full Address)
and failing him _________________________________________________________________ (Name)
of_______________________________________________________________________(Full Address)
and failing him _________________________________________________________________ (Name)
of_______________________________________________________________________(Full Address)
as my nominee or nominees (in the absence of any notice of revocation by me with the Exchange prior to my death)
to receive from you at my death the said Security and all additions and accretions thereto or any other security that
may be substituted by me for the same and all additions and accretions thereto or the balance thereof as shall remain
returnable to me in terms of the Rules, Bye-laws and Regulations of the Exchange then in force.
And I declare that the receipt of such nominee or nominees for such Security or the balance thereof as the case may
be shall be final and conclusive and bar inquiry of any kind at the instance of any one in my right in respect thereof and
shall be a full complete and sufficient discharge to the Exchange and/or to you in respect of all claims of my estate
or anybody claiming through from or under me in to and upon the same.
And I further declare that I retain the right to cancel any or all of the aforesaid nominations made by me and to make
any fresh nomination in addition thereto or
substituted thereof whenever I think fir and that in event of any of the aforesaid nominees predeceasing me the said
nomination shall forthwith stand cancelled.
1
(Signature of Party depositing the Security)
1. Witness :
Address :
2. Witness :
Address :
Note :
1. One of the witness should be a J. P. Magistrate, Notary Public or similar other authourity. The other
witness should be a member of the Exchange or failing him a person holding a public postion.
2. In case of a nomination in favour of a minor the name and address of the person to whom the Security
is to be returned on behalf of such minor must be stated.
3. If a person depositing the Security wishes to revoke this nomination or make any other nomination in
substitution of this nomination he must lodge , with the Exchange prior to his death, a notice of
revocation in the following form duly signed by him and attested by two witnesses as stated in Note No.
1 above.
With reference to the Security deposited by me with the Exchange under and held subject to the Rules, Bye
- Laws and Regulations of the Exchange I hererby revoke the nomination made by me appointing
___________________ as my nominee(s) to receive from you at my death the said Security.
(Signature of Party depositing the Security)

APPENDIX G
Partnership Form
[(Rule 190(a)]
Address:
Date:
The Secretary,
The Stock Exchange,
Bombay.
Please acquaint the Governing Board that we the undersigned desire to do Stock Exchange business in partnership
under the name and style of.
In the event of our application being approved by the Governing Board we shall work in partnership from the _____ day
of 20 and we each and all of us undertake to hold ourselves jointly and severally responsible in respect of all acts
and dealings of the firm entered into by any one of us in that name.
Yours faithfully,
Full Names of Partners
1. _____________________ (Signature) ____________________
2. _____________________ ( “ ) ____________________
3. _____________________ ( “ ) ____________________
4. _____________________ ( “ ) ____________________
1
APPENDIX H
Code of Ethics for Directors and Functionaries

[(Rule 170 (aa)]
Objectives and Underlying Principles
The Code of Ethics for Directors and Functionaries of the Exchange seeks to establish a minimum level of
business / professional ethics to be followed by these functionaries, towards establishing a fair and transparent
marketplace. The Code of Ethics is based on the following fundamental principles:
• Fairness and transparency in dealing with matters relating to the Exchange and the investors.
• Compliance with all laws / rules / regulations laid down by regulatory agencies / the Exchange
• Exercising due diligence in the performance of duties
• Avoidance of conflict of interest between self interest of Directors / Functionaries and interests of the Exchange
and investors.
While the objective of this code is to enhance the level of market integrity and investor confidence, it is emphasized
that a written code of ethics may not completely guarantee adherence to high ethical standards. This can be accom-
plished only if directors and functionaries of the exchange commit themselves to the task of enhancing the fairness
and integrity of the system in letter and spirit.
Definitions
1. Functionaries : Functionaries of the Exchange to whom this code shall be applicable shall be decided by the
Exchange but shall include all officials of the rank of General Manager and above.
2. Family: Family members will include dependent spouse, dependent children and dependent parents.
3. Securities : Securities for the purpose of this code shall not include mutual fund units and government securi-
ties.
Ethics Committee
For overseeing implementation of this code, an Ethics Committee shall be constituted by the Exchange under the
Governing Board. Not more than 40% of the members of the Ethics Committee shall be elected directors / exchange
members.
1. General Standards
i. Directors and functionaries shall endeavour to promote greater awareness and understanding of ethical
responsibilities.
1
ii. Directors and functionaries, in the conduct of their business shall observe high standards of commercial
honour and just and equitable principles of trade.
iii. The conduct of Directors and functionaries in business life should be exemplary which will set a stan-
dard for other members of the Exchange to follow.
iv. Directors and functionaries shall not use their position to do or get favours from the executive or admin-
istrative staff of the Exchange, suppliers of the Exchange or any listed company at the Exchange.
v. Directors and functionaries shall not commit any act which will put the reputation of the Exchange in
jeopardy.
vi. Directors, committee members and functionaries of the Exchange should comply with all rules and
regulations applicable to the securities market.
2. Prohibition on dealings in securities in proprietary account by elected office bearers of the Exchange
(President / Vice President / Treasurer):
Elected offices bearers (President / Vice President / Treasurer) of the Exchange shall refrain from proprietary trades
in securities, directly or indirectly, during the period of holding office.
In this connection, it is clarified that :-
a) Elected office bearers may carry on brokerage business for clients. But shall refrain from trading in propri-
etary account. This would also apply in case of elected office bearers who trade under corporate entity
including
- Proprietary trading of corporate member

- Proprietary trading of directors of corporate member.
b) Trading in securities is inclusive of all kinds of trades. Any trading in own account will come within mischief
of the circular except where a broker is acting as a market maker under SEBI circular.
c) The code does not make any specific reference to existing investment in securities by elected office
bearers. As regards further investment in securities, so far as this constitutes proprietary trading the elected
offices bearers shall refrain from the same. As regards existing holding the same is allowed to be disinvested.
3. Disclosure of dealings in securities by functionaries of the Exchange :
i. Functionaries of the exchange shall disclose on a periodic basis as determined by the Exchange (which
could be monthly), all their dealings in securities, directly or indirectly, to the Governing Board / Ethics
Committee / designated Compliance Officer.
ii. The dealings in securities shall also be subject to trading restrictions for securities about which
functionaries in the Exchange may have non-public price sensitive information. Requirement laid down
under SEBI Insider Trading Regulations may be referred in this regard.
iii. All transactions must be of an investment nature and not speculative in nature Towards this end, all
securities purchased must be held for a minimum period of 60 days before they are sold. However, in
specific / exceptional circumstances, sale can be effected anytime by obtaining pre-clearance from the
Compliance Officer or any other designated authority who will be empowered to waive this
condition after recording in writing his satisfaction in this regard.
4. Disclosure of dealings in securities by Directors of the Exchange :
i. Directors (other then elected office bearers as per clause 2) of the Exchange shall disclose on a
periodic basis, as determined by the Exchange (which could be monthly), their proprietary trading,
directly or indirectly, to the Ethics Committee.
ii. All Directors shall also disclose on a periodic basis as above, the trading conducted by firms /
corporate entities in which they hold 20% or more beneficial interest or hold a controlling interest, to the
Ethics Committee.
Directors who are Government of India nominees or nominees of Government of India statutory bodies or
Financial Institutions and are governed by their own codes shall be exempt from this requirement.
5. Avoidance of Conflict of Interest

i) No director of the Governing Board or member of any committee of the Exchange shall participate in any
decision making /ajudication in respect of any person / matter in which he is in any way, directly or
indirectly, concerned or interested.
ii) Whether there is any conflict of interest or not in a matter, should be decided by the Governing Board.
6. Disclosures of beneficial interest
All Directors and functionaries shall disclose to the Governing Board, upon assuming office and during their
tenure in office, whenever the following arises:
i) any fiduciary relationship of self and family members and directorship / partnership of self and family
members in any broking outfit;
ii) shareholding, in cases where the shareholding of the director, directly or through his family exceeds 5%
in any listed company on the Exchange or in other entities related to the capital markets;
iii) any other business interests.

7. Role of the President/Chairman and Directors in the day to day functioning of the Exchange
i) The President and directors shall not interfere in the day to day functioning of the Exchange and shall
limit their role to decision making on policy issues and to issues as the Governing Board may decide.
ii) The President and directors shall abstain from influencing the employees of the Exchange in conducting
their day to day activities.
iii) President and directors shall not be directly involved in the function of appointment and promotion of
employees unless specifically so decided by the Governing Board.
8. Access to Information
i) Directors shall call for information only as part of specific committees or as may be authorised by the
Governing Board.
ii) There shall be prescribed channels through which information shall move and further there shall be audit
trail of the same. Any retrieval of confidential documents / information shall be properly recorded.
iii) All such information, especially which is non-public and price sensitive, shall be kept confidential and
not be used for any personal consideration / gain.
iv) Any information relating to the business / operations of the Exchange, which may come to the knowledge
of directors / functionaries during performance of their duties shall be held in strict confidence, shall not
be divulged to any third party and shall not be used in any manner except for the performance of their
duties.
9. Misuse of Position
Directors / committee members shall not use their position to obtain business or any pecuniary benefit (as
intermediaries like brokers or in any other capacity like professional or consultant) in the organisation for
themselves or family members.
10. Ethics Committee to lay down procedures and designate Compliance Officer
i) The Ethics Committee shall lay down procedures for the implementation of the code and prescribe
reporting formats for the disclosures required under the code.
ii) The Ethics Committee may designate a senior officer of the Exchange as Compliance Officer for
executing the requirements laid down by it.
1
APPENDIX I
(Rule 126A)
Matters that can be dealt with by the Executive Committee
(i) Matters which are quasi - judicial in nature including matters which are required to be heard under the
directions of a judicial authority.
(ii) Matters in which the Governing Board exercises power as an Appellate Authority.
(iii) Matters regarding annulment of transactions
(iv) Matters regarding admission, continuance and suspension of Members.
(v) Matters pertaining to declaration of a Member as defaulter.
(vi) Matters dealing with the norms, procedures and other matters relating to arbitration.
(vii) Determining from time to time the fees, deposits, margins and other monies payable to the Exchange by the
members.
(vii) any other matter referred by the Governing Board.
1
1
APPENDIX J
Guidelines for Fair Practices/Code of Conduct for

Public Representative and SEBI Nominee Directors
(Rule 99A)
Public Representative/SEBI Nominee Director shall:
(A) Meetings & minutes

(a) endeavour to attend all the board meetings and shall be liable to vacate his office if he remains
absent for three consecutive meetings of the Governing Board/Board of Directors or does not attend
75% of the total meetings of the Board in a calendar year.
(b) not participate in the discussion of any subject matter in which any conflict of interest exists or
arises, whether pecuniary or otherwise, and in such cases the same shall be disclosed and re-
corded in the minutes of the meeting.
(c) not encourage the circulation of agenda papers during the meeting, unless circumstances require.
(d) meet themselves at least once in 6 months separately, if necessary, to exchange views on critical
issues. .
(e) offer their comments on the draft minutes and ensure that the same are incorporated in the final
minutes.
(f) insist on the minutes of the previous meeting being placed for approval in subsequent meeting.
(g) endeavour to have the date of next meeting fixed at each Board Meeting in consultation with other
members of the Governing Board.
(h) endeavour that in case where all the items of the agenda of a meeting were not covered for want of
time, the next meeting is held within 15 days for considering the remaining items.
(B) Strategic Planning
(a) participate in the formulation and execution of strategies in the best interest of the exchanges and
contribute towards pro-active decision making at the Board level.
(b) give benefit of his experience and expertise to the Exchange and provide assistance in strategic
planning and execution of decisions when the Board is in the throes of a raging controversy.
(C) Regulatory Compliances
(a) endeavour to ensure that the Exchange abides by all the provisions of the SEBI Act, Securities
Contracts (Regulation) Act, Rules, Regulations framed thereunder and the circulars, directions is-
sued by the Government/SEBI from time to time.
(b) endeavour compliance at all levels so that the regulatory system does not suffer any breaches.
1
Inserted by Governing Board Resolution dated 19.08.03b pursuant to SEBI letter dated 03.07.03 and approved by SEBI on 09.10.03
(c) endeavour to ensure that the Exchange takes commensurate steps to honour the time limit
prescribed by SEBI for corrective action.
(d) not support any decision in the meeting of the Governing Board which may adversely affect the
interest of investors and shall report forthwith any such decision to SEBI.
(e) endeavour that the arbitral award is given within the period stipulated in the Rules, Bye-laws and
Regulations of the Exchange and in any case, the award is delivered within 15 days after the final
meeting.
(D) General Responsibility

(a) be punctual and participate actively in the proceedings of the Meetings.
(b) place priority for redressing Investor Grievance, encourage fair trade practice, to become engine for
the right growth of the securities industry.
(c) make use of every reasonable opportunity to enhance and improve his level of knowledge and en-
deavour to analyse and administer the exchange issues with professional competence, fairness,
impartiality, efficiency and effectiveness.
(d) submit the necessary disclosures/statement of holdings/dealings in securities as required by the

Exchange from time to time as per their Rules or Articles of Association.
(e) unless otherwise required by law, maintain confidentiality and shall not divulge/disclose any
information obtained in the discharge of their duty. Further, no such information shall be used for
personal gain.
(f) maintain the highest standards of personal integrity, truthfulness, honesty and fortitude in discharge
of his duties in order to inspire public confidence and shall not engage in acts discreditable to his
responsibilities.
(g) avoid any interest or activity which is in conflict with the conduct of his official duties.
(h) perform his duties in an independent and objective manner and avoid activities that may impair, or
may appear to impair, his independence or objectivity.
(i) perform his duties with a positive attitude and constructively support open communication, creativity,
dedication, and compassion.
(j) not engage in any act involving moral turpitude, dishonesty, fraud, deceit, or misrepresentation or
any other act prejudicial to the administration of the Exchange.
NOTES
A. BYE-LAWS
INDEX - BYE-LAWS
Bye-Laws Subject Page No.
DEALINGS ON THE EXCHANGE
1. Business Days 1
2. Alternation on Cancellation of Exchange Holidays 1
3. Closure of Market 1
4. Closure of Market by President 1
5. Trading Sessions on the Floor of the Exchange 1
6. Altering Time of Trading Session 2
7. Over-the-Counter Business 2
8. Trading Session Outside Prescribed Hours and Street Trading
Forbidden 2
9. Who may be admitted 2
10. Who may not be admitted 2
11. Visitors 2
12. Admission to the Floor of the Exchange 2
13. Admission During Good Behaviour 3
14. Management on the Floor of the Exchange 3
15. Unit of Trading 3
16. Variation in Bids and Offer 3
17. Quotations 3
18. Marking When Expunged 3
19. Daily Official List 3
DEALING IN SECURITIES
20. Permitted Dealings 4

21. Governing Board may prohibit dealings 4
22. Government Securities 4
23. Securities (other than Government Securities)
Admitted to Dealings on the Exchange 4
24-25. Dealings in Provisional Document 4
26. Specific Bargains 5
27. Applications Respect of New Issues or Offers for sale 5
28. Underwriting, Placing and Preliminary Arrangements 5
29. Arbitrage 6
30. Dealings in Prospective Dividends Void 6
31. Options in Securities 6
32. Application for Admission to Dealings 6
33. Notice of Application for Admission to Dealings 6
34. Grant or Refusal of Admission to Dealings 6
35. Listing Conditions and Requirements 6
36. Companies Registered Outside India 7
37. Vendor’s Securities 7
38. Fees 7
39. Suspension of Admission to Dealings on the Exchange 8
40. Withdrawal of Admission to Dealings on Redemption or
Conversion 8
41. Withdrawal of Admission to Dealings on Liquidation or Merger 8
42. Withdrawal of Admission to Dealings on the Exchange 8
43. Readmission to Dealings on the Exchange 8
I
44. Bargains, Transaction, Dealings and Contracts 9

45. Cleared and Non-Cleared Securities 9
46. Conditions of Admission to the Cleared Securities List 9
47. Additions/Suspension/Removal from the Cleared Securities List 10
48. Bargains 10
49. Bargains for Spot Delivery, Hand Delivery and Special Delivery
in all Securities 10
50. Bargains for the Clearing in Non-Cleared Securities Void 10
51. Bargains in Government Securites and Debentures 10
52. Bargains in Cleared Securities shares 11
52A. Bargains in Specified Shares 12
53. Bargains in Non-Cleared Securities (other than Government 12
Securities and Debentures)
54. Bargains in Provisional Documents 13
55. Bargains in Non-Cleared Securities Other than Provisional 13
Documents and Securities Admitted to Dealing on the Exchange
56. Bargains for Special Delivery 13
56A. Special Bargains 13
57. Specific Bargains 13
58. Bargains Due on Other than Business Days 14
59. Extension or Postponement of Contracts by the Governing Board 14
60. Extension or Postponement of Contracts by the President 14
61. Alteration of Clearing and Clearing Days 14
BARGAINS SUBJECTS TO MARGIN REQUIREMENTS
62. Margin Requirements 15

63. Form of Margin Deposit 15
64. Value of Margin Deposit to be Maintained 15
65. Margin Deposit to be Held by the Clearing House 15
66. Letter of Declaration 15
67. Line on Margin Deposit 15
68. Suspension on Failure to Deposit Margin 16
69. Evasion of Margin Requirements Forbidden 16
BARGAINS SUBJECT TO EMERGENCIES
70. Bargains in Securities Subject to Emergences 17

71. Measures to Meet Emergencies 17
72. Corner 17
73. Crisis 18
COMPARISON OF BARGAINS
74. Comparision of Contracts 20

75. Duty to compare 20
II
76. Methods of Comparison 20

77. Procedure for Comparison 20
78. Failure to Compare 20
79. Discrepancies in Bargains 20
PROCEDURE FOR SETTLEMENT OF BARGAINS
80. Settlement by Hand Delivery 21

81. Cross Deliveries 21
82. Settlement Through the Clearing House 21
83. Delivery and Payment in Cleared Securities Through the
Clearing House 21
84. Delivery and Payment in Cleared Securities When Outside the
Clearing House 21
85. Alteration of Making-up Prices 21
86. Change in Settlement Procedures 22
87. Process of Tickets 22
88. Settlement Bye-Laws and Regulation Form Part of Contract 22
89. Contracts Subject to Change in Settlement Procedure 22
90. Change in Scheduled Time 22
CLEARING HOUSE
91. Functions of Clearing House 23

92. Liability of Clearing House 23
93. Liability of Exchange 23
94. Liability of Member 23
95. Clearing Particulars 23
96. Clearing House to Deliver Securities at Discretion 24
97. Release of Intermediaries 24
98. Governing Board Trustees 24
99. Authority to Pledge 24
100. No Lien on Constituent’s Securities 25
101. Sub-Division of Certificates, Split Receipts and Certified 25
Transfer Deeds
102. Sub-Division 25
103. Clearing House Split Receipts 25
104. Procedure to be Prescribed by the Governing Board 26
105. No Responsibility in regard to Sub-Division and Certification 26
106. Clearance by Members only 26
107. Delivery and Payment through Clearing Member Banks 26
108. Clearing Member Banks to Observe Bye-laws and Regulations 26
109. Inclusion in or Removal from Approved List 26
110. Notices and Directions 26
111. Clearing House Procedure to be Prescribed by the Governing 26
Board
112. Prescribed Banks 27
113. Clearing Forms to be Prescribed 27
III
114. Penalty 27
115. False or Misleading Statements 27
116. Charges for Clearing 27
117. Clearing House Bills 27
INTEREST, DIVIDEND, RIGHTS AND CALLS
118. Buyer and Seller 28

119. Interest, Dividends and Rights 28
120. Bargains in Government Securities Not to include Accrued Interest 28
121. Government Securities when Cum and Ex Voucher and Coupon 29
122. Members when Liable for Vouchers and Coupons 29
123. Bargains when cum and Ex-Dividend or Cash Bonus 29
124. Members Responsible for Adjustment in respect of Ex-Dividend 29
or Ex-cash Bonus Bargains
125. When Bargain Cease to be Ex-cash Bonus or Ex Dividend 30
126. Deduction from Cum Dividend or Cum Cash Bonus Purchase 30
Price
127. Claims within Four Months 31
128. Bargains in Cleared Securities when Cum and Ex Bonus or 31
Rights
129. Bargains in Non-Cleared Securities when Cum and Ex Bonus 31
Rights
130. Temporary Settlement 31
131. Letters of Renunciation 32
132. Non-Deliveryof Letters of Renuciation 32
133. Application for Rights 32
134. Payment in Respect of Rights 33
135. Members when Liable for Dividend or Rights 33
136. Payment of Calls by Seller where Obligatory 34
137. Payments of Call by Seller where Optional 34
138. Payments of Calls by Buying Constituent 34
139. Member no Liable for Calls 34
140. Company in Liquidation 34
141. Delivery of Equivalent Securities 34
DELIVERY OF SECURITIES
142. Place of Delivery and Payment 34

143. Which Documents Good Delivery 35
144. Delivery in Prescribed Lots and Renewal Fees 35
145. Transfer Stamps and Registration Fee 35
146. Delivery in Part 35
147. Closing Out on Refusal to Accept Delivery 35
148. Disputed Documents 35
149. Delivery of Partly Paid Securities 36
IV
DOCUMENTS AND REGISTRATION
150. Documents when Deemed to be Defective 37

151. Members when not Liable for Defective Government and 37
Bearer Securities
152. Members when Liable for Defective Government and Bearer 37
Securities
153. Original Selling Members when Liable for Defective Securities 37
(Other Than Government and Bearer Securities)
154. Members When Not Liable 39
155. Liability in event of Unforeseen Circumstances 39
156. Rights and Libilities of Buying and Selling Constituents 39
157. Liability of selling Constituents to Selling Members 39
158. Rectification or Replacement of Defective Documents 39
159. Refund of Moneys 40
160. Documents to be Returned and Power of Attorney to be 40
Executed on Refund
161. Rectification or Replacement after Refund 40
162. Responsibility of Selling Member for Dividend, Bonus and Rights 41
163. Buying - in
164. Apportionment of Loss and Damages 41
165. Sale Not Conditional on Transfer 41
166. Fresh Transfer on Refusal of Company 42
167. Dispute after Registration 42
CLOSING-OUT OF CONTRACTS
168. Closing-out 43
169. Application for Closing-out 43
170-170A. Closing-out of Contracts with Defaulter Member 43
171. Closing-out of Contracts with Deceased Member 44
172. Closing-out Against Defaulting or Deceased Member or Constituent 44
173. Closing-out on Member’s Responsibility 44
174. Notice of Closing-out 44
175. Re-transmission of Notice 44
176. Closing-out bargains Settled Through the Clearing House or by 45
Process of Tickets
177. Tender before Closing-out 45
178. Closing-out How Effected 46
179. Postponment By President 46
180. Non Cleared Securities when not Bought in 46
181. Postponement by the Governing Board 46
182. Suspension or Postponement of Closing-out 46
183. Securities Bought in but Undelivered 47
184. Securities Sold Out but not Paid for 47
185. Closing-out at the instance of a Member 47
186. Loss on Closing-out on Advice of Clearing House on Account of 47
Discrepancy
V
187. Difference Arising from Closing-out 47

188. Changes for Closing-out 47
189. Penalty for Failure to Give or Take Delivery 48
190. Default if Closing Out Loss Damage Not Paid 48
190A. Special Procedure For Closing-out And Auction in Respect of 49
Contracts Specified By The Governing Board.
DEALINGS BY MEMBERS
191. Members Only Parties to Bargains 51

192. All Bargains Subject to Rules, Bye-laws & Regulations 51
193. Annulment of Bargains 51
194. Bargains by Members 51
195. Bargains by Representative Members 52
196. Put-Through Business 52
197. Business Placed Between Non-Members 52
198. Carry-Over Transaction 52
199. Members as Principal 52
200. Havalas 52
201. Havalas for constituents 53
202. Modification of Havalas for Constituents 53
203. Constituent’s Responsibility of Havala in Case of Member’s 53
Default
204. Havala Among Members 53
BROKERAGE AND CONTRACT NOTES
205. Brokerage 54
206. Brokerage in case of Compulsory Carry-Over 54
207. Brokerage on Calls 54
208. Brokerage on Put-Through Bargains 54
209. Brokerage on Bargains Between Non-Members 54
210. Brokerage on Arbitrage Transactions 54
211. Underwriting Commission and Brokerage on New Issues and 54
Offers for Sale
212. Brokerage on Application 54
213. Rebate Non Allowed 55
214. No Special or Unusual Advantage 55
215. No Brokerage in Cases of Charity 55
216. Brokerage for Members of Other Stock Exchanges 55
217. Brokerage Provisions Not Applicable to Dealings between Members 55
218. With Whom Brokerage May be Shared 55
219. Contract Notes 57
220. Contracts by Members as Agents 57
221. Contracts by Members as Principals 57
222. Carry-Over Contracts 58
223. Signing of Contract Notes 58
224. Contract Notes Issued by Firms 58
225. Contract Notes Issued by Representative Member 58
VI
RIGHTS & LIABILITIES OF MEMBERS & CONSTITUENTS
226. All Contracts Subject to Rules, Bye-laws & Regulations 59

227. Broker’s Lien 59
228. Constituents to Indemnify 60
229. Contracts between Members as Principals 60
230. Members Not Bound to accept Instructions and Orders 60
231. Margain 60
232. Constituent in Default 60
233. Delivery By Constituent 61
234. Delivery To Constituent 61
235. Constituent to Deliver Securities Sold 62
236. Constituent to Make Payments 62
237. Constituent’s Failure to Deliver or to Pay 62
238. Members when to Close Out Constituent’s Account 62
239. Death of Constituent 63
240. Closing-out in Case of Bankrupt 63
241. Closing-out of Constituent’s Account How Effected 63
242. Member not Liable to Attend to Registration of Transfer 63
243. Registration of securities When in Name of Member or Nominee 63
244. Closing-out By Constituent on Failure to Perform a Contract 64
245. Constituent When To Close Out Account 64
246. No Lien on Constituent’s Securities 64
247. Complaint by Constituent 64
247A. Regulation of transactions between clients and brokers 65
247B. Confidentially of Clients’ Details 68
ARBITRATION OTHER THAN BETWEEN MEMBERS
248. Reference To Arbitration 69

249. Appointment of Arbitrators 70
249A. Executive Director - Authority to Designate 71
250. Appointment of Arbitrators by the Executive Director 71
251. Commencement of Arbitration 72
252. Limitation 73
253. Umpire when to Hear Reference 73
254. Arbitrator to Make Award Expeditiously 74
255. Arbitrator’s Award 75
256. Publication of Award 75
257. Award Binding on Parties and their Representative 75
258. Correction and Interpertation of Award 75
259. Enforcement of the Award 76
259A. Debit of Arbitration Award 76
260. Setting aside of Award and Fresh Reference 76
261. Extention of time for making Award 77
262. Appointment of Arbitrators from Panel of Arbitrators Consisting 77
of Members and Non-Members
263. Governing Board To Prescribe Arbitration Fees, Forms and 77
Procedures
VII
264. Fees and Charges 77

265. Decision on Written Statement or by Hearing 78
266. Proceedings 78
267. Adjourned of Hearing 78
268. Assistance in conduct of Arbitration proceedings 78
269. Consideration of Recorded Proceedings and Evidence 79
270. Reference to Court of Law 79
271. Set-off and Counter Claim 79
272. Award to Adjudge Interest 79
273A. Costs 80
273B. Adjourned Cost 80
274. Operation of Contracts 80
274A. Appeal Against Arbitral Award 80
275. Notices and Communications how to be Served 82
276. Service by Hand Delivery When Complete 82
277. Service by Post or Telegram When Complete 82
278. Refusal to Accept Delivery does not Affect Service 83
279. Service by Advertisement or by Notice on Notice Board when 83
Complete
280. Secretarial Duties 83
281. Indemnity 83
281A&B. Removal of difficulties 84
281C. Administrative Assistance 84
281D. Saving Clause 84
281E. Maintenance/Disposal of Arbitration Records 84
ARBITRATION BETWEEN MEMBERS
282. Reference to Arbitration 86

282A. Reference to Dispute Resolution Officers 86
283. Legal Proceedings with Permission of the Governing Board 86
284. Application for Arbitration 87
285. Arbitrators 87
285A & B. Commencement of Arbitration 87
285C Commencement of Arbitration 87
285D Commencement of Arbitration 87
286. Notice 88
287. Both Parties Present 88
288. Ex Parte Decision and Summary Disposal 88
288A. Set-off a counter claim 88
289. Period of Lower Bench Award 88
289A. Costs 88
290A & B Lower Bench Award When Final and Appeal to Arbitration 89
Committee
291A. Deposit and Statement of Objections 89
291B. Deposit Certificate 90
292. Hearing of Appeal 90
292A. Period of Full Bench Award 90
293. Certain Members may not Vote 90
VIII
294. Award of Arbitration Committee when Final 90

295. Appeal to Governing Board 90
296. Written Objections and Certificate 90
297. Decision of the Governing Board Final 91
297A. Period of the Governing Board Award 91
298. Signing of Award 91
299. Members Interested Not to Attend 91
301. Change in Composition 92
302. Summary Dismissal 92
303. Appeal Ex Parte 92
304. Rehearing Ex Parte Award 92
305. Remission Of Award 92
306. Fresh Reference on Non-Compliance with Award when Allowed 92
307. Late Claims Barred 93
308. Extension of Time 93
309. Extension of Time for Making an Award 93
310. Remedies at Law 93
311. Penalty on Failure to Submit to or abide by Award in Arbitration 94
312. Arbitration Fees 95
313. Payment of Fees 95
314. Assistance in Conduct of Arbitration Proceedings 95
315. Complaint by Non-Member 95
315A. Dispute Resolution Officer & Umpires 95
315B. Reference and Appeal to Dispute Resolution Officers & Umpires 96
315C. Forms 97
315D. Member 97
315E. Limitation 97
315F. Adjourned Costs 98
315G. Appeal / Reference Period Ending on Holiday 98
315H. Award to Adjudge Interest 98
315I. Ministerial Duties 99
315J. Indemnity 99
315K. Removal of Difficulties 99
315L. Administrative Assistance 99
315M Maintenance / Disposal of Arbitration Record 100
DEFAULT
316. Declaration of Default 101

317. Failure to Fulfil Obligation to Non-members 102
318. Insolvent a Defaulter 102
319. Member’s Duty to inform 102
320. Compromise Forbidden 102
321. Notice of Declaration of Default 102
322. Defaulter’s Books and Documents 102
323. List of Debtors and Creditors 102
324. Defaulter to Give Information 103
IX
325. Inquiry 103

326-326A. Defaulter’s Assets 103
327. Payment to Defaulter’s Committee 103
328A. Fradulent Preference 103
329-329A. Preferential Difference 104
330. Distribution 104
331. Confirmed or Altered Making-up Prices and Hammer Price 105
332. Adjustment at Confirmed or Altered making-up Prices 105
333-333A. Adjustment of Accounts with Defaulter 105
334. Claim Against Defaulter 106
335. Delay in Comparison or Submission of Accounts 106
336. Penalty for failure to Compare or Submit Accouts 106
337. Misleading Settlement 106
338. Accounts of Defaulter’s Committee 106
339. Report 106
340. Inspection of Accounts 106
341. Scale of Charges 107
342-342A. Application of Assets 107
343. Certain Claims Not to be Entertained 107
344. Claims Against Defaulting Representative Member 108
345-345A. Difference Due 108
346. Claims of Defaulter’s Committee 108
347. Assignment of Claims on Defaulter’s Estate 108
348. Proceedings in Name of Defaulter 108
349-349A. Payment to Defaulter’s Committee 109
350. General Notice of Dividend 109
351. Payment of Dividend 109
352. Unclaimed Dividend 109
353-353A. Deceased Creditors 109
PROHIBITIONS AND PENALTIES
354. Void Contracts 110

355. Penalty for Breach of Bye-laws and Regulations 110
356. Misconduct 111
357. Unbuinesslike Conduct 112
358. Unprofessional Conduct 113
359. Offences by Partners, Agents and Employees of Members 115
360. Suspension on Failure to Provide Margin Deposit 115
REGULATIONS
362. Amendments to Regulations 116
X
TRADE GUARANTEE FUND AND DEFAULTS SUBSEQUENT

TO COMMENCEMENT OF OPERATION OF TRADE
GUARANTEE FUND
363A. Definitions 117

363B. Definitions 118
364. Object and Formation of Regulations of Fund 118
365. Management of Fund 119
366. Accounts and Audit of the Fund 120
367. Documents to be executed by the Members and their Partners 121
368. Composition of Fund 121
EXCHANGE’S CONTRIBUTIONS TO THE FUND
369. Exchange’s Initial Contributions 123

370. Exchange’s Other Contributions 123
MEMBER’S CONTRIBUTION TO THE FUND
371. Member’s Inital Contributions 123

372. Member’s Base Capital Contributions 123
373. Member’s Continuous Contributions 123
374. Member’s Additional Contributions 124
375. General and Specific Access to Contributions 124
376. Liability of Member Unaffected by Cessation of Membership 124
377. Action for failure to Pay Fund 124
378. Replacement of Refundable Contribution 125
379. Non-Refundable Contribution 125
380. Refund of Refundable Contribution 125
381. Discharge of Member’s Obligations 126
382. Non-Refund of Refundable Contributions 126
383. Limit on Refundable Contributions 126
384. Contribution Part of Fund 126
385. Minimum Value of Fund 126
386. Further Contributions to the Fund 127
387. Investment of Fund 127
388. Loss to Fund Inestment 128
389 Inimation of Member’s apprehended Failure 128
389A. Utilisation for failure to meet obligations 128
390. Member’s Failure to Pay Amount to Clearing House 129
391 to 393. Payment under Trade Guarantee 130
394. Outstanding Contracts in Other Settlement 132
395. Shortfall in Fund 132
396. Repayment by Payee Disentitled to Receive 132
397. Money & Property of Defaulter 132
398. Utilisation of Money and Property for Payment and Order of 133
Priority
XI
399. Repayment and Payment of Interest by Defaulter 133

400. Application of Defaulter’s Assets and Other Amounts 133
401. Application of Consideration of Right of Nomination 135
402. Charge of Members’ / Defaulter’s Assets 135
403. Proceedings by Defaulter’s Committee and Exchange 135
404. Borrowings 135
405. Expenses of the Fund 135
406-407. Protection for Acts Done in Good Faith and Indemnity 136
408. Limited Payment from Fund 136
409. Meeting of Defaulter’s Committee 136
410. Meeting How Convened 136
411. Confidentiality 136
412. Minutes 136
414. Arbitration 137
415. Date on which the Fund becomes Operational 137
416. Amounts not Payable from the Fund 137
417. Applicability of Hammer Price Provision 137
418. Securities Lending and Borrowing 138
XII
Bombay Stock Exchange Limited 1 Bye-Laws
Business Days
1. (a) The Stock Exchange shall be open on all days except on public holidays under the Negotiable
Instruments Act, 1881 and such Exchange holidays not exceeding twelve in any calendar year as
the Governing Board may declare in advance from time to time.
Exception
(b) Notwithstanding anything contained in sub-clause (a) the market shall be open for business
during the Diwali holidays on such “Moorat Day” as the Governing Board may fix.
Alteration or Cancellation of Exchange Holidays
2. The Governing Board or the President or the Executive Director may from time to time:
(i) alter or cancel any of the Exchange holidays fixed in accordance with these provisions;
(ii) keep the Stock Exchange and/or the market open for business on any day notwithstanding that
such day is a public holiday under the Negotiable Instruments Act, 1881 or an Exchange holiday
declared by the Governing Board in advance.
Closure of Market
3. The Governing Board may by a special resolution and for reasons to be recorded close the market on days
other than or in addition to holidays:
Provided that the market shall not be so closed at any time continuously for a period exceeding three days
except with the approval of the Central Government:
Provided further that when information regarding closure of the market is so conveyed as to reach the
Central Government in the normal course within twenty-four hours the Governing Board may close the
market as aforesaid continuously for any period exceeding three days without the approval of the Central
Government till such time as the decision of the Central Government is communicated to the Exchange.
Closure of Market by President
4. The President may at any time close the market for twenty-four hours.
Trading Sessions on the Floor of the Exchange
5. Meetings of members for trading purposes to be called trading sessions shall be held on the floor of the
Exchange on the days and during the hours prescribed in the relative Regulation1 or on such other days or
during such other hours as the Governing Board may from time to time prescribe in addition thereto or in
modification or substitution thereof.
1
Regulation 1.
Altering Time of Trading Session
6. The Governing Board or the President may reduce, extend or otherwise alter the time of any trading
session or sessions on the floor of the Exchange on any particular day.
Over-the-counter Business
7. Members may enter into bargains off-the-floor (over-the-counter) before or after the hours of the trading
sessions fixed in accordance with these provisions.
Trading Sessions Outside Prescribed Hours

and Street Trading Forbidden
8. Meetings of members for trading purposes shall not be held either on or off the floor of the Exchange before
or after the hours of the trading sessions fixed in accordance with these provisions and no calling out of
prices, bids or offers or trading in the street or at the entrances to or in the vicinity of the Stock Exchange
shall be allowed.
Who May be Admitted
9. A member shall be entitled to admission to the floor of the Exchange. The partner of a member or an
authorised clerk or remisier appointed by a member may also be allowed admission with the permission of
the Governing Board. Unless the Governing Board otherwise allows no other person shall be admitted to
the floor of the Exchange.
Who May Not be Admitted
10. A member who has been suspended or expelled or declared a defaulter and his partners, authorised clerks
and remisiers shall not be allowed admission to the floor of the Exchange.
Visitors
11. A visitor may be allowed to visit the floor of the Exchange with the permission of the President or an officer
of the Exchange.
Admission to the Floor of the Exchange
12. No person shall be admitted to the floor of the Exchange unless he complies with the requirements pre-
scribed in the relative Regulation1 or such other requirements as the Governing Board may from time to
time prescribe in addition thereto or in modification or substitution thereof.
1
Regulation 1.
Admission During Good Behaviour
13. A person shall be admitted to the floor of the Exchange only during good behaviour and shall be bound to
observe the Rules, Bye-laws and Regulations of the Exchange. The Governing Board may in its absolute
discretion refuse admission to the floor to any person and may at any time suspend or terminate the right
of admission of any such person without assigning any reason whatever.
Management on the Floor of the Exchange
14. The management on the floor of the Exchange and the regulation of the entrances thereto shall be in the
charge of the employees of the Exchange acting under the authority of the Secretary.
Unit of Trading
15. (a) The unit of trading in each security Shall be for such number or for such amount as the Governing
Board may from time to time specify and unless so specified the unit of trading shall be in the lots
prescribed in the relative Regulation1 or in such other lots as the Governing Board may from time
to time prescribe in modification or substitution thereof.
Odd Lots
(b) All bargains shall be in multiples of the trading unit unless an odd lot is stipulated when the bargain
is made.
Variations in Bids and Offers
16. Bids and offers shall be made at or in multiples of the minimum variation prescribed in the relative
Regulation or such other variations as the Governing Board may form time to time prescribe in modification
or substitution thereof.
Quotations
17. The prices of securities dealt in on the Exchange shall be collected and recorded daily under the authority
of the Secretary. No quotation shall be allowed for any bargains unless made in the regular course and
unless business in a marketable amount of the security has been done by actual purchase and sale at that
rate. Quotations of special or odd lots shall be marked as such.
Marking When Expunged
18. A price having been marked shall not be expunged except by order of the Governing Board or the President
who may after calling for the names of the members who made the bargain and making the necessary
inquiries withdraw a quotation which is considered to be inconsistent with the market value of the security
or not the result of a bonafide bargain.
Daily Official List
19. A daily official list of prices shall be issued by the Exchange.
1
Regulation 1.
Permitted Dealings
20. Dealings in securities shall be permitted on the Exchange as provided in these Bye-laws and Regulations.
Save as so provided no other dealings are allowed.
Governing Board may Prohibit Dealings
1
21. The Governing Board or the Executive Director on behalf of the Governing Board may prohibit dealings in
any security or securities in the interest of the securities market or if so directed by SEBI.
Provided, However such prohibition of dealings shall not continue if the stock exchange is so directed by the
Securities and Exchange Board of India (SEBI).
Government Securities
22. (a) Dealings are permitted in Government Securities which term for purposes of these Bye-laws and
Regulations denotes securities issued by the Government of India, State Governments, Port Trusts,
Municipalities and similar other bodies.
Government Securities Deemed to be Admitted

to Dealings from Date of Issue
(b) Government Securities shall be deemed to be admitted to dealings on the Exchange from the date
of which they are issued.
Securities (other than Government Securities)

Admitted to Dealings on the Exchange
23. Dealings are permitted in securities (other than Government Securities) which are from time to time admit-
ted to dealings on the Exchange by the Governing Board in accordance with the provisions in that behalf
prescribed in the Bye-laws and Regulations.
Dealings in Provisional Documents
24. The Governing Board may in its discretion and prior to granting admission to dealings on the Exchange
permit dealings in Provisional Documents which term for purposes of these Bye-laws and Regulations
denotes Coupons, Fractional Certificates, Letters of Renunciation or transferable Letters of Allotment,
Acceptance or Application or options or other rights or interests in securities issued or to be issued by a
Company or other similar documents in respect of a Company whose securities are admitted to dealings or
in whose securities dealings are permitted on the Exchange.
25. The Governing Board may at its discretion and subject to such conditions as itmay deem proper permit
dealings in any security or securities admitted to dealings on other Stock Exchanges or regularly dealt in on
such Stock Exchanges.
1
Specific Bargains
26. The Governing Board or the President may permit specific bargains to be made in the case of securities of
public Companies or corporate bodies not admitted to dealings on the Exchange.
Applications In Respect Of New Issues Or Offers For Sale
27. Except when otherwise allowed by the Governing Board in any particular case and subject to compliance
with such conditions as it may impose tenders or applications for subscription or purchase in respect of any
floatation or new issue or offer for sale of any security shall not be submitted by or through members unless
the issuer or offerer or the underwriter (or underwriters) or broker or brokers engaged by such issuer or
offerer offers to all a fair and equal opportunity for subscription or purchase and the same terms as to
brokerage to all the members of the Exchange and unless it is provided that all tenders and applications for
subscription or purchase shall rank alike for allotment or sale irrespective of whether they be subject to
brokerage or commission or not.
Underwriting, Placing and Preliminary Arrangements
28. (a) Except when otherwise allowed by the Governing Board in any particular case and to compliance
with such conditions as it may impose a member shall not enter into an underwriting contract nor
shall he contract either as principal or agent to subscribe or purchase or to procure whether through
the market or otherwise subscribers or purchasers nor shall he act or agree to act as broker or
underwriter in connection with any floatation or issue of any security of a nominal value exceeding
Rs. 5 lakhs unless the issuer conforms or agrees to confirm to the listing requirements prescribed
in these Bye-laws and Regulations and undertakes to apply for admission of such security to
dealings on the Exchange.
Placing Distinguished from Dealings
(b) Arrangements entered into either as principal or agent to subscribe or purchase or to procure
whether through the market or otherwise subscribers or purchasers for a security as provided in
sub-clause (a) shall be deemed to be “placing” as distinguished from “dealings” which term for the
purpose of this provision denotes transactions after the grant of admission to dealings on the
Exchange.
Dealings Subject To Admission Not Permitted.
(c) Dealings or arrangements for dealings “subject to admission to dealings” are not permitted.
Placing not to be Negotiated
(d) Except for specific bargains made with the permission of the Governing Board or the President as
provided in these Bye-laws and Regulations securities which are placed may not be re-placed or
negotiated in any way before the grant of admission to dealings on the Exchange.
Arbitrage
29. Subject to any prohibition the Governing Board may impose in respect of any security or securities arbitrage
is allowed in a security in which dealings are permitted. For the purpose of this provision arbitrage denotes
the business of buying or selling securities in one market with the intention of reversing such transactions
in another market in order to profit from price differences between such markets and which business is not
casual but contains the element of continuity.
Dealings in Prospective Dividends Void
30. Dealings in prospective dividends are not permitted and all contracts for the purchase and sale of
prospective dividends shall be deemed void.
Options in Securities
1
31. {A member may enter into options in securities and dealings therein provided all such options and
dealings are in accordance with the Rules, Bye-Laws and Regulations of the Exchange as well as of the
Derivative Segment of the Exchange and the provisions of the Securities Contracts (Regulation) Act, 1956.}
Application for Admission to Dealings
32. Applications for admission of securities to dealings on the Exchange shall be made to the Exchange in the
form prescribed in the relative Regulation2 or in such other form or forms as the Governing Board may from
time to time prescribe in addition thereto or in modification or substitution thereof.
Notice of Application for Admission to Dealings
33. A notice of any application for admission to dealings on the Exchange shall be posted on the notice board
of the Exchange for the information of members at least one week previous to its consideration by the
Governing Board.
Grant or Refusal of Admission to Dealings
34. The Governing Board shall consider and may in its discretion approve subject to such terms as it deems
proper or defer or reject any application for admission of the securities of a Company to dealings on the
Exchange.
Listing Conditions and Requirements
35. The Governing Board may not grant admission to dealings on the Exchange to the securities of a Company
unless it complies with the listing conditions and requirements prescribed in the relative Regulation3 or such
other conditions and requirements as the Governing Board may from time to time prescribe in
addition thereto or in modification or substitution thereof in addition to the listing requirements prescribed in
the Securities Contracts (Regulation) Rules 1957 which are incorporated in the aforesaid Regulation:
1
Amended by Governing Board Resolution dated 04.12.2000 and 08.03.01and approved by SEBI on 21.03.01.
2
Regulation 2.
3
Regulation 2.
Provided that in any particular case the Governing Board may by a special resolution waive or dispense with
the strict enforcement of the listing requirements prescribed in the Securities Contracts (Regulation) Rules
1957 to the extent the said Rules so provide and may also by a special resolution waive or dispense with the
strict enforcement of any or all of the other listing conditions and requirements prescribed in the aforesaid
Regulation.
Companies Registered Outside India
36. (a) Admission to dealings on the Exchange shall not be granted to the securities issued by a
body corporate registered outside India unless-
(i) there is adequate public interest in such securities in India;
(ii) the body corporate maintains a place of business in India; and
(iii) the body corporate agrees to maintain a register of members in India.
Applicability of Listing Conditions and Requirements
(b) In the case of a body corporate registered outside India the Governing Board may by a special
resolution waive or dispense with the strict enforcement of any or all of the listing conditions and
requirements prescribed in these Bye-laws and Regulations except those prescribed in sub-clause
(a) provided that the securities of such body corporate are admitted to dealings on any Stock
Exchange outside India or the Governing Board is satisfied otherwise.
Vendor’s Securities
37. Admission to dealings on the Exchange shall not be granted to the securities issued by a Company to
vendors and credited as fully or partly paid until six months after the date of issue. For the purpose of this
provision securities issued as fully or partly paid to any person or persons or firm or corporation in
consideration of the sale or transfer of property or business or in consideration of service rendered in the
formation or promotion of the Company shall be deeded vendor’s securities.
Fees
38. Companies whose securities are granted admission to dealings on the Exchange shall pay such fees as
the Governing Board may from time to time determine.
1
{Provided that if a company fails to pay any such fees, any security holder of the company, any group of
security holders of the company, any investors’ association or any other person who, in the Exchange’s
opinion, has an interest in ensuring that the company’s securities should continue to be listed on the
Exchange may pay such fees to the Exchange, and the Exchange may, in the Exchange’s discretion,
accept such fees from such security holder, group of security holders, investors’ association or other
person. In such case, if the company subsequently pays these fees to the Exchange, the Exchange may
repay the fees to the person, group or association who has previously paid the fees to the Exchange.
However, the Exchange shall not be obliged to pay any interest. The person, group or association who has
paid the fees to the Exchange may initiate legal proceedings against the company to recover the fees paid
by him/her/it and the Exchange shall render to such person, group or association all such assistance as
the Exchange may consider reasonable and practical to assist him/her/it to recover the fees from the
company. }
1
Suspension of Admission to Dealings on the Exchange
39. Subject to the provisions of the Securities Contracts (Regulation) Act 1956 and the Securities Contracts
(Regulation) Rules 1957 the Governing Board may suspend at any time the admission to dealings on the
Exchange granted to any security for such period or periods as it may determine. At the expiration of the
period of suspension the Governing Board may reinstate such security subject to such conditions as it
deems fit.
Withdrawal of Admission to Dealings

on Redemption or Conversion
40. The Governing Board may if necessary withdraw admission to dealings granted to securities which are
about to be exchanged or converted into other securities as a result of any scheme or reorganisation or
reconstruction or which being redeemable or convertible securities are about to fall due for redemption or
conversion.
Withdrawal of Admission to Dealings

on Liquidation or Merger
41. If any Company be placed in final or provisional liquidation or is about to be merged into or amalgamated
with another Company the Governing Board may withdraw the admission to dealings on the Exchange
granted to its securities. The Governing Board may accept such evidence as it deems sufficient to such
liquidation, merger or amalgamation. Should the merger or amalgamation fail to take place or should any
Company placed in provisional liquidation be reinstated and an application be made for readmission of its
securities to dealings on the Exchange the Governing Board shall have the right of approving, refusing or
deferring such application.
Withdrawal of Admission to Dealings on the Exchange
42. Subject to the provisions of the Securities Contracts (Regulation) Act 1956 and the Securities Contracts
(Regulation) Rules 1957 the Governing Board may by a special resolution and where deemed necessary
after giving an opportunity to the Company to explain withdraw the admission to dealings on the Exchange
granted to its securities either for breach of or no-compliance with any of the listing conditions or
requirements or for any other reason whatsoever to be recorded in the minutes.
Readmission to Dealings on the Exchange
43. The Governing Board in its discretion may by a special resolution readmit to dealings on the Exchange the
securities of a Company whose admission to dealings has been previously withdrawn.
BARGAINS
Bargains, Transactions, Dealings and Contracts
44. For purposes of these Bye-laws and Regulations the term “Bargain”, “transactions”, “dealings” and
“contract” shall have one and the same meaning unless the context indicates otherwise.
Cleared and Non-Cleared Securities
45. For purposes of bargains the securities in which dealings are permitted on the Exchange shall be
distinguished as under:
(i) Cleared Securities, i.e., securities admitted to dealing on the Exchange and placed by the
Governing Board on the Cleared Securities List; and
(ii) Non-Cleared Securities, i.e., securities other than Cleared Securities.
Conditions of Admission to the Cleared Securities List
1
46. The Governing Board shall from time to time specify the securities admitted to dealings on the Exchange
which shall be included in the Cleared Securities List but no securities shall be so included unless the
following conditions are satisfied, namely-
(i) The securities are fully paid-up equity shares of a Company other than a banking Company.
(ii) The securities have been admitted to dealings for at least three years on any Stock Exchange
recognised under the Securities Contracts (Regulation) Act, 1956, or in the case of a merger
Company the securities of the principal merging Companies had been so admitted to dealings for
at least three years previous to the date of merger.
(iii) The securities are not included in the Cleared Securities List of any other Stock Exchange recognised
under the Securities Contracts (Regulation) Act, 1956.
(iv) The Company is of sufficient magnitude and public importance and the subscribed capital
represented by the securities is atleast Rs. 25 lakhs and their aggregate value at the ruling
market price is atleast one crore of Rupees.
(v) There is adequate public interest in the Company and atleast 49 per cent of the capital
represented by the securities is held by the public and such holdings are broadly and evenly
distributed among a large number of shareholders without any undue concentration in the hands of
a few persons.
Explanation : For purposes of sub-clause(v) of this provision the word “public” shall be deemed to exclude Directors,
Managing Directors, Managing Agents, Secretaries and Treasurers and where Managing Agents or Secretaries and
Treasurers are a partnership firm or a private limited Company the partners of such firm and members of such
Company; the nominees and the husband, wife, brother, or sister of the persons aforesaid and any private or public
limited Company in which such persons have a controlling interest or which is under their management or supervi-
sion.
1
Addition to or Suspension or Removal
from the Cleared Securities List
47. The Governing Board may by a special resolution from time to time add a security to the Cleared
Securities List and may in like manner at any time suspend or remove any security from the list.
Bargains
48. Save as otherwise provided bargains in securities may be of the following kinds:
(i) for “spot delivery”, i.e., for delivery and payment on the same day as the date of the contract or on
the next day;
(ii) for “hand delivery”, i.e., for delivery and payment within the time or on the date stipulated when
entering into the bargain, which time or date shall not be more than fourteen days following the date
of the contract;
1
{ Provided however that in the case of such shares as may be designated by the Governing Board
as specified shares delivery and payment may be extended or postponed by the Governing Board
by further periods of 14 days each, so that the overall period does not exceed 90 days from the date
of the contract. }
(iii) for the “Clearing”, i.e., for clearance and settlement through the Clearing House in the manner
prescribed in these Bye-laws and Regulations;
(iv) for “special delivery”, i.e., for delivery and payment within any time exceeding fourteen days
following the date of the contract as may be stipulated when entering into the bargain and permitted
by the Governing Board or the President as provided in these Bye-laws and Regulations.
Bargains for Spot Delivery, Hand Delivery and

Special Delivery in all Securities
49. Bargains in spot delivery, hand delivery and special delivery may be made in any security in which dealings
are permitted on the Exchange.
Bargains for the Clearing in

Non-Cleared Securities Void
50. Bargains for the Clearing shall only be made in Cleared Securities. All bargains for the Clearing in any other
securities shall be deemed void.
Bargains in Government Securities and Debentures
51. (a) Bargains in Government Securities and in bearer and registered debentures admitted to dealings
on the Exchange may be spot delivery or hand delivery or for special delivery.
1
Bargains in Government Securities and
Debentures Deemed to be for Hand Delivery
(b) Unless otherwise stipulated when entering into the bargain all bargains in Government Securities
and in bearer and registered debentures admitted to dealings on the Exchange shall be deemed to
be for hand delivery falling due for delivery and payment within the time or on the day or days
prescribed in the relative Regulation1 or within such time or on such other day or days as the
Governing Board may from time to time prescribe in addition thereto or in modification or substitution
thereof provided that such time or day or days shall be not earlier than two business days and not
more than fourteen days following the date of the contract.
Bargains in Cleared Securities Deemed

to be for Current Clearing
52. (a) Bargains in Cleared Securities may be for spot delivery or for hand delivery or for special delivery
or for the Clearing but unless otherwise stipulated when entering into the bargain all bargains in
Cleared Securities shall be deemed to be for the current Clearing:
Provided however that when bargains in Cleared Securities are subject to any special stipulation or
in other than the prescribed trading unit or multiples thereof such bargains shall be deemed to be
for hand delivery.
Clearing Days
(b) The Governing Board shall fix in advance the first and the last business day of each Clearing and
the various clearing days. The first business day of a Clearing shall not be more than two business
days previous to and including the last business day of the preceding Clearing.
Bargains Beyond Ensuing Clearing Void
(c) No bargains in Cleared Securities made for a period beyond the current and ensuing Clearing shall
be recognised and all such bargains shall be deemed void.
Carry-Over Bargains Deemed to be

at Making-up Price
2
(d) Carry-over bargains in any Cleared Security shall be deemed to be at the making-up price fixed for
the security for the current Clearing.
Performance of Bargains in Cleared Securities
3
(e) Bargains in Cleared Securities entered into during a Clearing may be closed by purchase or sale
during the Clearing or carried-over to the ensuing Clearing. All bargains entered into during the
Clearing that remain outstanding at the close of business on the last business day shall be
performed by delivery and payment on the days fixed for the purpose.
1
Regulation 3.
2
3
Bargains in Specified Shares
1
52A. Unless otherwise determined by the Governing Board bargains in specified shares will be performed in the
following manner:
(a) All bargains shall be settled every fourteen days hereinafter called a “Settlement Period” by delivery
and payment or as the Governing Board may from time to time prescribe in addition thereto or in
modification thereof.
(b) The Governing Board shall fix in advance the first and last business day for each Settlement Period.
(c) The bargains may be for spot delivery or for hand delivery or for special delivery or for the
settlement but unless otherwise stipulated when entering into the bargain, all bargains shall be
deemed to be for the current settlement.
(d) Bargains in other than the prescribed trading unit or multiples thereof shall be deemed to be for
hand delivery as defined in Bye-law 48(ii).
(e) Bargains made for a period beyond the current and ensuing settlement periods shall be void.
(f) Bargains carried over from one settlement to another shall be at the making-up price fixed for any
security by the Executive Director or in his absence the Secretary.
(g) Bargains entered into during the settlement period may be closed by purchase or sale or carried
over to the next settlement period. All other bargains which remain outstanding must be
performed by delivery and payment on the days fixed for the purpose.
(h) All the provisions in these Bye-laws and Regulations which are at present applicable to the
settlement or bargains in cleared securities and which are not in conflict with the above will apply
mutatis mutandis to the settlement of bargains in specified shares.
Bargains in Non-Cleared Securities (other

than Government Securities and Debentures)
53. (a) Bargains in Non-cleared Securities (other than Government Securities and bearer and registered
debentures) admitted to dealings on the exchange may be for spot delivery or by hand delivery or
for special delivery.
Bargains Deemed to be for Hand Delivery
(b) Unless otherwise stipulated when entering into the bargain all bargains in Non-Cleared Securities
(other than Government Securities and bearer and registered debentures) admitted to dealings on
the Exchange shall be deemed to be for hand delivery falling due for delivery and payment within
the time or on the day or days prescribed in the relative Regulation2 or within such time or such
other day or days as the Governing Board may from time to time prescribe in addition thereto or in
modification or substitution thereof provided that such time or day or days shall be not earlier than
two business days and not more than fourteen days following the date of the contract.
1
2
Regulations3.
Bargains in Provisional Documents
54. Bargains in Provisional Documents shall be made and settled as determined from time to time in each case
Bargains in Non-Cleared Securities Other than Provisional Documents

and Securities Admitted to Dealing on the Exchange
55. Bargains in Non-Cleared Securities other than Provisional Documents and securities admitted to dealings
on the Exchange shall be made and settled in accordance with the provisions relating to Non-Cleared
Securities (other than Government Securities and debentures) admitted to dealings on the Exchange in the
manner and to the extent and subject to such modifications as may be from time to time specified by the
Governing Board.
Bargains for Special Delivery
56. Bargains for special delivery may be entered into with the permission of the Governing Board or the Presi-
dent in case of new issues or when securities are sent for renewal, sub-division, consolidation, conversion,
exchange or registration or when securities have to be received from abroad or when
securities cannot be delivered for any other reason within fourteen days following the date of the contract.
The Governing Board or the President may give such permission generally or members may make
application for such permission in the form prescribed in the relative Regulation1 or in such other form as
the Governing Board may from time to time prescribe in modification or substitution thereof.
Special Bargains
2
56A. The Governing Board or the Executive Director may, from time to time, at its/his discretion and subject to
such conditions as it/he may deem proper, permit Special Bargains in the securities admitted to dealings
on the Exchange.
Specific Bargains
57. (a) Specific bargains may be entered into with the permission of the Governing Board or the President
and applications for such permission shall be made in the form prescribed in the relative Regulation
or in such other form as the Governing Board may from time to time prescribe in modification or
substitution thereof.
Specific Bargains Deemed to be for Spot Delivery
(b) All specific bargains entered into subject to these provisions shall be deemed to be for spot delivery.
1
Regulation 3.
2
Bargains Due on Other Than Business Days
58. All bargains other than for the Clearing which fall due on a day other than a business day shall mature on the
succeeding business day unless otherwise agreed.
Extension or Postponement of Contracts by the Governing Board
59. Notwithstanding anything to the contrary contained in these Bye-laws and Regulations the Governing Board
may by a special resolution and for reasons to be recorded from time to time extend or postpone the time
for performance of contracts in any security or securities whenever in its opinion such action is called for in
the public interest or by just and equitable principles of trade or when circumstances beyond the control of
either or both of the contracting parties make such action desirable:
Provided that except with the approval of the Central Government the time for performance of contracts shall
not be so extended or postponed at any time for a period exceeding the period of one Clearing in the case
of Cleared Securities and for a period exceeding fourteen days in the first instance and thereafter for a period
exceeding seven days in the case of Non-Cleared Securities.
Extension or Postponement of Contracts by the President
60. Notwithstanding anything to the contrary contained in these Bye-laws and Regulations the President may
in his discretion extend or postpone in any particular case the time for the performance of a contract in any
Non-Cleared Security or Securities from any one Clearing to the ensuing Clearing and in any Non-Cleared
Security or Securities by a period not exceeding fourteen days.
Alteration of Clearing and Clearing Days
61. The Governing Board may by a special resolution and for reasons to be recorded at any time curtail, extend,
alter or postpone from time to time to any other date or dates the entire Clearing or any or all of the various
clearing days in respect of any or all the Cleared Securities:
Provided that except with the approval of the Central Government such extension or postponement shall not
be at any time for a period exceeding the period of one Clearing:
Provided further that if in the case of Cleared Securities the Pay-in Day notified for any Clearing is
extended or postponed by a period beyond one week the Governing Board shall fix a contango payable by
the purchaser to the seller for such securities on the basis of the contango of the preceding Clearing.
BARGAINS SUBJECT TO MARGIN REQUIREMENTS
Margin Requirements
62. Bargains in any security or securities shall be subject to the margin requirements prescribed in the relative
Regulation or such other requirements as the Governing Board may from time to time prescribe in
addition thereto or in modification or substitution thereof.
Form of Margin Deposit
63. The margin to be furnished by a member under these Bye-laws and Regulations shall be provided by a
deposit of cash or it may be provided in the form of a Deposit Receipt of a Bank approved by the Governing
Board or in securities approved by the Governing Board subject to such terms and conditions as the
Governing Board may from time to time impose. Deposits of cash shall not carry interest and the securities
deposited by a member valued at the ruling market price shall exceed the margin amount for the time being
covered by them such percentage as the Governing Board may from time to time prescribe.
Value of Margin Deposit to be Maintained
64. The member depositing margin in the form of securities shall always maintain the value thereof at not less
than the margin amount for the time being covered by them by providing further security to the satisfaction
of the Governing Board which shall always determine the said value and whose valuation shall conclusively
fix the amount of any deficiency to be made up from time to time.
Margin Deposit to be Held by the Clearing House
65. The margin deposit shall be held by the Clearing House and when they are in the form of Bank Deposit
Receipts and securities such Receipts and securities shall be transferred to the names of the Trustees of
the Exchange or to the name of a Bank approved by the Governing Board. All margin deposits shall be held
by the Clearing House and/or by the Trustees of the Exchange and/or by the approved Bank solely for and
on account of the Exchange without any right whatever on the part of the depositing member or those in his
right to call in question the exercise of such discretion.
66. A member depositing margin under the provisions of these Bye-laws and Regulations shall when required to
do so sign a Letter of Declaration in the form prescribed in the relative Regulation1 or in such other form or
forms as the Governing Board may from time to time prescribe in addition thereto or in
Lien on Margin Deposits
67. The monies, Bank Deposits Receipts and other securities and assets deposited by a member by way of
margin under the provisions of these Bye-laws and Regulations shall be subject to a first and paramount lien
for any sum due to the Exchange or to the Clearing House by him or by the partnership of which he may be
a member and for the due fulfilment of his engagements, obligations and liabilities or of the partnership of
which he may be a member arising out of or incidental to any bargains, dealings, transactions and con-
tracts made subject t the Rules, Bye-laws and Regulations of the Exchange or anything done in pursuance
thereof.
1
Regulation 4.
Suspension on Failure to Deposit Margin
68. A member failing to deposit margin as provided in these Bye-laws and Regulations shall be required by the
Governing Board or the President to suspend his business forthwith. A notice of such suspension shall be
immediately posted on the notice board of the Exchange and the suspension shall continue until the margin
required is duly deposited.
Evasion of Margin Requirements Forbidden
69. A member shall not directly or indirectly enter into any arrangement or adopt any procedure for the purpose
of evading or assisting in the evasion of the margin requirements prescribed under these Bye-laws and
Regulations.
BARGAINS SUBJECT TO EMERGENCIES
Bargains in Securities Subject to Emergencies
70. All bargains in securities shall be deemed subject to the provisions relating to emergencies contained in
these Bye-laws and Regulations.
Measures to Meet Emergencies
71. If in the opinion of the Governing Board an emergency exists or has arisen or is likely to occur or if in its
opinion the conditions are such as to make free trading in securities extremely difficult the Governing Board
may by a special resolution take such action as it deems fit for stabilising the market. Without in any way
limiting or derogating from the generality of this provision the Governing Board may proceed in such cases
in the manner hereinafter provided.
Corner
72. (a) Whenever the Governing Board is of the opinion that a corner has been created in any security or
securities or that a single interest or group has acquired such control of any security or securities
that the same cannot be obtained for delivery on existing contracts except at prices or on terms
arbitrarily dictated by such interest or group the Governing Board may by a special resolution
prohibit further dealings in such security or securities while allowing dealings for closing-out or
liquidation of existing contracts in such security or securities subject to such restrictions as it may
determine not withstanding anything to the contrary contained in these Bye-laws and Regulations:
Provided that further dealings shall not be so prohibited at any time continuously for a period
exceeding three days except with the approval of the Central Government:
Provided further that when information regarding prohibition of dealings is so conveyed as to reach
the Central Government in the normal course within twenty-four hours the Governing Board may
prohibit dealings as a foresaid continuously for any period exceeding three days without the ap-
proval of the Central Government till such time as the decision of the Central Government is com-
municated to the Exchange.
Suspension of Buying-in
(b) If the due date of delivery and payment fall during the pendency of the emergency the Governing
Board may by a special resolution suspend buying-in of the security or securities in which further
dealings are prohibited under sub-clause(a) and in that event the process of Tickets as
prescribed in these Bye-laws and Regulations or such other process as the Governing Board may
determine shall apply to all existing contracts in such security or securities.
Suspension of Buying-in to Continue Till Emergency Abates
(c) The Governing Board may from time to time by a special resolution suspend buying-in till the
emergency abates whereafter further dealings in such security or securities may be allowed for
spot or hand delivery subject to such restrictions as the Governing Board deems fit to impose:
Provided always that if any such security be a Cleared Security it shall be removed from the
Cleared Securities List and shall not be readmitted to the Cleared Securities List till there is a
proper distribution.
1
(d) If in the opinion of the Governing Board an emergency of type referred to above has arisen in any
security it may by a special resolution regulate the backwardation charges payable to the buyer by
the seller.
Crisis
73. (a) In a crisis or in the case of a panic or bear raid or of reckless heavy salesor when it appears that
prices are unduly depressed or that a crisis is at handor that a fair or normal market does not or
may not exist the Governing Board may by a special resolution for such period of periods asit may
from timeto time determine which period or periods shall notexcept with the approval of the
Central Government at any time continuously exceed three days -
(i) prohibit short selling in any security or securities; and/or

(ii) fix minimum prices below which sale or purchase of any security or securities shall not be
made; and/or
(iii) close the market in whole or in part; and/or
(iv) prohibit further dealings in any security or securities while allowing dealings for closing-out
or liquidation of existing contracts in such security or securities subject to such
restrictions as it may from time to time determine notwithstanding anything to the
contrary contained in these Bye-laws and Regulations:
Provided that when information regarding prohibition of short selling or fixing of minimum prices or
closure of the market or prohibition of further dealings is so conveyed as to reach the Central
Government in the normal course within twenty-four hours the Governing Board may prohibit short
selling or fix minimum prices or close the market or prohibit further dealings as aforesaid for any
period exceeding three days without the approval of the Central Government till such time as the
decision of the Central Government is communicated to the Exchange.
Suspension of Selling-out
(b) If the due dates of delivery and payment fall within a period during which further dealings are
prohibited in any security or securities or the market continues to be closed in whole or in part as
provided in sub-clause (a) the Governing Board shall suspend selling-out in respect of all existing
contracts in the security or securities in question till the market reopens. However the buyer shall
be entitled to enforce delivery. In the event of the security or securities in question being on the
Cleared Securities List the following additional provisions shall take effect namely:
(i) The Governing Board shall during the suspension of selling-out extend the time for
payment from Clearing to Clearing till such time as the market reopens and the liabilities of
intermediaries shall continue during the suspension of selling-out. The buying member shall
be entitled to enforce delivery in any of such Clearings and for that purpose the process of
Tickets as prescribed in these Bye-laws and Regulations or such other process as the
Governing Board may prescribe shall apply. If the buying member after
calling for delivery fails to take up and pay for such securities on the due date he shall be
liable to pay a penalty of 2 per cent irrespective of any other liability.
1
(ii) The Governing Board shall fix the making-up prices for such security or securities in each
Clearing and the contango for carrying-over such security or securities from Clearing to
Clearing on the basis of the ruling market rate of interest and the contango of the previous
Clearing. For the first Clearing the making-up prices shall be slightly higher than the prices
of such securities prevailing in the market prior to the suspension of business. For each
subsequent Clearing the Governing Board may reduce the making-up prices as it may
deem fit in the case of each security but in no case such reduction shall exceed 5 per cent
of the previous making-up prices. All contracts remaining unsettled at the end of each
Clearing shall be carried over to the following Clearing at such making up prices and the
difference shall be payable on the Pay-in Day so fixed or extended for the Clearing.
(iii) If a member be declared a defaulter during the closure all other members having dealings
with him shall determine all outstanding contracts by closing-out against him at the prices
fixed by the Governing Board on the day of the reopening of the market for dealings either
for the Clearing or otherwise.
(iv) If a constituents fails to pay on the Pay-in Day the differences due by him to his member
broker the latter shall determine all outstanding contracts by closing-out against the
constituent in the open market on or after its reopening for dealings either for the
Clearing of otherwise. Such closing-out may be subject to stipulation for delivery in the
course of the Clearing and any balance due on such closing-out shall be immediately
payable by such constituent to him member broker.
(v) If a member be declared defaulter or fails to pay the difference due by him to his constituent
on the day following the Settling Day the constituent may on or after the reopening of the
market either for the Clearing or otherwise determine all outstanding contracts by closing
them out in the open market against the defaulting member after giving him a notice in
writing to that effect at any time during the period he continues to be in default. Such
closing-out may be subject to a stipulation for delivery in the course of the Clearing and
any balance due on such closing-out shall be immediately payable by the defaulting mem-
ber to his constituent.
COMPARISON OF BARGAINS
Comparison of Contracts
74. It shall be the duty of members with a view to preventing mistakes to compare each contract on the
business day following the one on which the bargain is made. But nothing in this provision shall be
construed to justify a refusal by a party to compare a bargain at his office during reasonable hours on the
day on which it is made if so desired by the other party.
Duty to Compare
75. It shall be the duty of either party to a contract to investigate each transaction which has not been compared
in due time.
Methods of Comparison
76. Comparison of contracts shall be made according as the Governing Board directs either by the method of
signing the entries in the transaction or contracts books or by the method of Comparison or Confirmation
Memos in accordance with the provisions prescribed in the relative Regulation or by such other method or
methods as the Governing Board may from time to time prescribe in addition thereto or in modification or
Procedure for Comparison
77. The procedure to be followed for comparison of contracts and the regulation of all matters connected
therewith shall be in accordance with the provisions contained in that behalf in the relative Regulation or
such other provisions as the Governing Board may from time to time prescribe in addition thereto or in
Failure to Compare
78. If a member fails to compare his contracts as provided in these Bye-laws and Regulations and if a difference
which would have been discovered on such comparison is subsequently discovered the defaulting
member shall not be entitled to call for performance of the contract except as it appears in the books of the
other party to the transaction.
Discrepancies in Bargains
79. If during comparison a dispute arises as to whether a bargain has been entered into or not or if a
difference in the respective contracts of the parties be discovered and if such dispute or difference be not
immediately adjusted by mutual agreement the party intending to make a claim against the other must
forthwith close-out the transaction in the open market by purchase or sale as the case may be so as to
determine the amount of damages to be claimed and the dispute or difference shall then be referred to
the Arbitration Committee for its adjudication.
PROCEDURE FOR SETTLEMENT OF BARGAINS
Settlement by Hand Delivery
80. All bargains in securities other than for the Clearing shall be settled outside the Clearing House by delivery
and payment between the contracting parties in accordance with the provisions in that behalf contained in
the relative Regulation1 or such other provisions as the Governing Board may from time to time prescribe
in addition thereto or in modification or substitution thereof.
Cross Deliveries
81. The selling member who has sold securities under the provisions of these Bye-laws and Regulations is
entitled at his discretion to delivery the same to the buyer who is his direct contracting party in respect of
such securities or to any other buyer who is entitled under these Bye-laws and Regulations to receive from
him delivery of securities of a like kind.
Settlement Through the Clearing House
82. All bargains for the Clearing in Cleared Securities shall be settled through the Clearing House by the
process of making-up prices prescribed in the relative Regulation2 or by such other process or processes
as the Governing Board may from time to time prescribe in addition thereto or in modification or substitution
thereof. The Bye-laws and Regulations relating to the Clearing House shall be deemed to form a part of any
settlement process so prescribed.
Delivery and Payment in Cleared Securities

Through the Clearing House
83. Delivery and payment in respect of all bargains for the Clearing in Cleared Securities shall be made through
the Clearing House:
Provided however that any member who holds for accounts of his different constituents contracts both for
sale and purchase in the same Clearing that offset each other shall be entitled to offset such contracts and
in that case he shall be entitled to give and take delivery outside the Clearing House.
Delivery and Payment in Cleared Securities

When Outside the Clearing House
84. It shall be competent to the Governing Board to order that delivery and/or payment in respect of all bargains
entered into or to be entered into in any Cleared Security or Securities shall be effected outside the Clearing
House.
Alteration of Making-up Prices
85. When the process of making-up prices is in force the Governing Board may in the event of a member being
declared a defaulter or in exceptional circumstances which shall be fully set out in the minutes alter the
making-up prices at which all accounts in Cleared Securities are required to be temporarily adjusted and
payment made or received. When the making-up prices are so altered all accounts shall be
re-adjusted and payment shall be made or received at the altered making-up prices. In case of default
however such re-adjustment of accounts shall be only between the parties having transactions with the
defaulter.
1
Regulation 6 & 7.
2
Regulation 8.
Change in Settlement Procedure
86. It shall be competent to the Governing Board to order at any time that all contracts entered into or to be
entered into in any security or securities shall be settled by any suitable process through the Clearing
House instead of by hand delivery and vice versa.
Process of Tickets
87. When buying-in or selling-out has been suspended and/or delivery postponed or in any other circumstances
when the Governing Board in its discretion so determines it shall be competent to the Governing Board to
order that all bargains in any Cleared or Non-Cleared Security or Securities shall be settled by the Process
of Tickets in accordance with the provisions in that behalf contained in the relative Regulation1 or such other
provisions as the Governing Board may from time to time prescribe in addition thereto or in modification or
substitution thereof. In that event delivery and payment shall be made through or outside the Clearing
House as the Governing Board directs.
Settlement Bye-laws and Regulations

Form Part of Contracts
88. The Bye-laws and Regulations from time to time in force relating to any procedure for settlement of bargains
and to the Clearing House and clearance of bargains through the Clearing House and the resolutions,
notices, directions and decisions of the Governing Board or the President thereunder for the time being in
force and posted on the notice board of the Exchange shall be a part of the terms and conditions of every
contract in any Cleared or Non-Cleared Security or Securities.
Contracts Subject to Change in Settlement Procedure
89. The Governing Board may at any time resolve and through a notice in that behalf posted on the notice board
of the Exchange bring into effect in respect of any bargains entered into or to be entered into in any additions
to, deletions from or variations, alterations or amendments in any settlement procedure or in any clearing
process or in the time or the forms prescribed therefor.
Change in Scheduled Time
90. The scheduled time and hour to be observed in connection with the clearing and settlement of bargains in
Cleared and Non-Cleared Securities shall be as prescribed in the relative Regulation2 or such other time
and hour as the Governing Board may from time to time notify in modification or substitution thereof.
1
Regulation 9.
2
Regulation 6, 7, 8 & 9.
CLEARING HOUSE
Functions of Clearing House
91. The Exchange shall maintain a Clearing House which shall be under the control of the Governing Board.
The Clearing House shall act as the common agent of the members for clearing contracts between mem-
bers and for delivering securities to and receiving securities from and for receiving or paying any amounts
payable to or payable by such members in connection with any of the contracts and to do all things
necessary or proper for carrying out the foregoing purposes.
Liability of Clearing House
92. The Clearing House shall not be deemed to guarantee the title, ownership, genuineness, regularity or
validity of any security, transfer deed or any other documents passing through the Clearing House and the
only obligation of the Clearing House in this matter shall be to facilitate the delivery and payment in respect
of securities, transfer deeds and any other documents between members.
Liability of the Exchange
93. No liability shall attach either to the Exchange or the Governing Board or any member of the Governing
Board by reason of anything done or omitted to be done by the Clearing House in the course of its opera-
tions nor shall the Exchange or the Governing Board or any Member of the Governing Board be liable to
answer in any way for the title, ownership, genuineness, regularity or validity of any securities, transfer
deeds or any other documents passing through the Clearing House nor shall any liability attach to the
Exchange, the Governing Board or any Member of the Governing Board in any way in respect of such
securities, transfer deeds and any other documents.
Liability of Member
94. No liability shall attach to any member of the Exchange for any delay on the part of the Clearing House in
the course of its operations.
Clearing Particulars
95. The Exchange shall submit to the Central Government as soon as may be after each Clearing all or any of
the following particulars as the Central Government may from time to time require namely -
(i) the total number of each category of security carried-over from one Clearing to another;
(ii) the total number of each category of security contracts in respect of which have been squared up
during the course of each Clearing; and
(iii) the total number of each category of security actually delivered at each Clearing.
The Exchange shall arrange for the publication of all or any of the above particulars according as the Central
Government from time to time directs.
Clearing House to Deliver Securities at Discretion
96. (a) The Clearing House is entitled at its discretion to deliver securities which it has received from a
member (or to instruct a member to give direct delivery of securities which he has to deliver) under
these Bye-laws and Regulations to another member who is entitled under these Bye-laws and
Regulations to receive delivery of securities of a like kind.
Privity of Contract
(b) Members giving and receiving delivery as provided in sub-clause (a) shall be deemed
notwithstanding that no direct contract exists between them to have made a contract with each
other as sellers and buyers. However the rights and liabilities of such members in relation to their
immediate contracting parities shall not be deemed to be affected thereby except that the selling
member who is the immediate contracting party of the receiving member shall be (unless he be
himself the delivering member) released from all responsibility in regard to the title, ownership,
genuineness, regularity and validity of the documents received by the receiving member and in
regard to the loss and damages arising therefrom which shall be dealt with in accordance with the
Bye-laws and Regulations relating to Documents and Registration.
Release of Intermediaries
97. If a member delivers securities outside the Clearing House except when so provided in these Bye-laws and
Regulations or so directed by the Governing Board members making and accepting such delivery shall
release all intermediate parties from all liabilities. The deliverer shall alone remain responsible to the
receiver.
Governing Board Trustees
98. All sums of money paid into the Clearing House and all credits appearing in the books of the Clearing House
on account of any member entitled thereto shall be held by the Governing Board on behalf of the Exchange
as agents and in trust for such member. The making of such payment or credit entry shall be deemed and
taken to be a payment or credit to such member. No other member shall be entitled to levy any attachment
or execution thereon and neither the Exchange nor any member thereof nor any other person shall subject
to any law for the time being in force be deemed to have any right, title or interest in or to any such money
or credit.
Authority to Pledge
99. (a) The Governing Board shall have the right to borrow money against and pledge for the payment
thereof all or any part of the securities held by the Clearing House for the account of any member
who fails to take up and pay for such securities on the Pay-in Day.
Amount of Loan
(b) The amount for which securities may be pledged as provided in sub-clause(a) shall not exceed their
value at the ruling market price and it shall be paid to the members who delivered such securities
to the Clearing House in accordance with these Bye-laws and Regulations.
Selling-Out
(c) The securities not taken up and paid for shall be sold-out by the Governing Board in accordance
with the Bye-laws and Regulations relating to closing-out.
No Lien on Constituent’s Securities
100. When a member is declared a defaulter neither the Exchange nor the creditors of the defaulter shall be
entitled to any lien on the securities delivered by him to the Clearing House on account of his constituents.
A constituent shall on offering proof considered satisfactory by the Governing Board or the President that
such securities were so delivered on his behalf be entitled to receive from the Clearing House according as
the Governing Board or the President directs either such securities or the value thereof at the altered
making-up price subject to payment or deduction of the amount if any due by him to the defaulter.
Sub-Division of Certificates, Split Receipts and Certified Transfer Deeds
101. In respect of securities so specifically designated by the Governing Board the Clearing House may act for
its members in procuring sub-divided certificates or provisional documents or split receipts or certified
transfer deeds and may in such cases also issue its own Split Receipts and where the Company agrees
certify the transfer deeds.
Sub-Division
102. When the delivering member has a certificate or a provisional document of a larger denomination that the
amount of securities to be delivered or only one certificate representing securities conveyed by two or more
transfer deeds the certificates of provisional documents may be deposited with the Clearing House. Threreupon
the Clearing House shall at the depositor’s risk forward them to the office of the Company and either certify
the transfer deeds to that effect or procure the sub-divided certificates or provisional documents or split
receipts or certified transfer deeds from the Company.
Clearing House Split Receipts
103. (a) In respect of securities so specially designated the Clearing House may on a member depositing
a certificate or provisional document of large denomination issue its own Clearing House Split
Receipts in the form contained in the relative Regulation1 or in such other form or forms as the
Governing Board may from time to time prescribe in addition thereto or in modification or substitution
thereof.
Title to Clearing House Split Receipts
(b) Title to the Clearing House Split Receipts is transferable with the same effect as in the case of
original certificates or provisional documents.
Exchange of Clearing House Split Receipts
(c) The Clearing House shall deliver the new certificates or provisional documents or split receipts or
certified transfer deeds issued by the Company on presentation and surrender of the Clearing
House Split Receipts duly discharged by the members to whom they have been issued.
1
Regulation 10 & 11.
Procedure to be Prescribed by the Governing Board
104. The Governing Board shall from time to time prescribe the fees to be paid and the procedure to be followed
for sub-division of documents, certification of transfer deeds and issue of Clearing House Split Receipts.
No Responsibility in regard to Sub-division

and Certification
105. The Exchange, the Governing Board, the Clearing House and their officials shall not be liable or responsible
for the due or accurate performance of any duties in connection with the issue of split receipts or certification
of transfers nor for the verification of documents presented to them for sub-division or certification nor for any
duties in connection with the transmission of certificates or other documents to the Company nor for any
loss arising from the certification of forged transfer or from issue of Clearing House Split Receipts of certifi-
cation of transfers against forged certificates or forged documents nor for the execution, mis-execution or
non-execution of the duties in question.
Clearance by Members Only
106. Members only shall be entitled to clear and settle contracts through the Clearing House.
Delivery and Payment through Clearing Member Banks
107. The Clearing House shall maintain a list of Banks, Trust Companies and other firms approved by the
Governing Board (hereinafter called Clearing Member Banks) which may act for members and their con-
stituents in giving and taking delivery of securities, transfer deeds and any other documents and in making
and accepting payment for the same in the manner prescribed in these Bye-laws and Regulations.
Clearing Member Banks to Observe Bye-laws and Regulations
108. Clearing Member Banks must agree to abide by the Bye-laws and Regulation relating to delivery, payment
and the clearing and settlement of transactions through or as directed by the Clearing House and the
resolutions, orders, notices, directions and decision of the Governing Board or the President thereunder.
Inclusion in or Removal from Approved List
109. The Governing Board may at sole discretion from time to time add names to the list of Clearing Member
Banks and remove names therefrom.
Notices and Directions
110. All members and Clearing Member Banks shall comply with the instructions, resolutions, orders, notices,
directions and decisions of the Governing Board in all matter connected with the operations of the Clearing
House.
Clearing House Procedure to be
Prescribed by the Governing Board
111. The procedure to be followed by members and Clearing Member Banks for transaction of all business
necessary to be transacted in all matters connected with the operations of the Clearing House and the fees,
fines and penalties to be paid shall be in accordance with the provisions prescribed in the relative Regula-
tion1 or such other provisions as the Governing Board may from time to time prescribe in addition thereto or
in modification or substitution thereof.
Prescribed Banks
112. The Governing Board may from time to time prescribe the bank or banks with whom all members shall
maintain an account for the purpose of clearing operations.
Clearing Forms to be Prescribed
113. All Clearing Forms (which term shall include Clearance Lists, Delivery and Receive Orders, Statement
Sheets, Balance Sheets, Claim Notes, Vouchers and other forms and documents) used for the purpose of
the Clearing House shall be in the forms prescribed in the relative Regulation2 or in such other form or forms
as the Governing Board may from time to time prescribe in addition thereto or in modification or substitution
thereof.
Penalty
114. The Governing Board or the President may from time to time prescribe the penalty to be imposed in every
case of failure by any member to comply with the Bye-laws and Regulations relating to the Clearing House
and the clearance and settlement of transactions through the Clearing House and the resolution, orders,
notices, directions and decisions of the Governing Board or the President thereunder or for any error or
omission or illegible entry in filing up any forms or other documents required by the Clearing House in the
course of its operations or for any delay in submitting any such forms or documents to the Clearing House.
False or Misleading Statements
115. The Governing Board may fine, suspend or expel and the President may fine or suspend a member who
makes any false or misleading statement in the Clearing Forms required to be submitted in conformity with
these Bye-laws and Regulations or any resolutions, orders, notices, directions and decisions of the Govern-
ing Board or the President thereunder.
Charges for Clearing
116. The Governing Board shall from time to time prescribe the scale of clearing charges for the clearance and
settlement of transactions through the Clearing House.
Clearing House Bills
117. The Clearing House shall periodically render bills for the charges, fees, fines and other dues payable by
members to the Exchange3 { which would also include the charges for the use of the property } as well as the
charges, fines and other dues payable on account of the business cleared and settled through the
Clearing House and debit the amount payable by members to their accounts. All such bills shall be paid
within a week of the date on which they are rendered.
1
Regulation 8, 9, 10 & 11.
2
Regulation 11.
3
INTEREST, DIVIDEND, RIGHTS AND CALLS
Buyer and Seller
118. For purposes of these Bye-laws and Regulation unless the context indicates otherwise the term “buyer”
includes the buying constituent and the buying member acting as his broker and agent and denotes the
buying member when he is dealing on his own account as a principal. Similarly unless the context
indicates otherwise term “seller” includes the selling constituent and the selling member acting as his
broker and agent and denotes the selling member when he is dealing on his own account as a principal.
Interest, Dividends and Rights
119. The buyer shall be entitled to receive all vouchers, coupons, dividends, cash bonus, bonus issues, rights
and other privileges which may appertain to securities bought cum voucher, cum coupon, cum dividend,
cum cash bonus, cum bonus, cum rights, etc. and the seller shall be entitled to receive all vouchers,
coupons, dividends, cash bonus issues, rights and other privileges which may appertain to securities sold
ex voucher, ex coupon, ex dividend, ex cash bonus, ex bonus, ex rights, etc.
Bargains in Government Securities Not to

Include Accrued Interest
1
120. (a) Bargains in Government Securities shall be deemed not to include the accrued interest in the
price and such bargains shall be subject to the accrued interest being accounted for between buyer
and seller.
Payment of Accrued Interest
(b) When the accrued interest is not deemed to be included in the bargain price the seller shall be
entitled to receive from the buyer the interest accrued to the day of payment less the amount of
income-tax including surcharge if any deductible at source.
Accrued Interest When Not Payable
(c) When the seller fails to deliver the securities on the due date of delivery interest shall cease and the
buyer shall not be liable to pay the accrued interest after the date on which the delivery should have
been made.
Accrued Interest or Interest at Bank Rate
(d) When the buyer fails to pay for the securities on the date on which the contract falls due the seller
shall be entitled to claim either the interest accrued upto the date on which the payment is actually
made or interest at the Bank Rate for the days between the day on which payment should have
been made and the day on which the payment is actually made whichever of the two is higher.
1
Government Securities When Cum and
Ex Voucher or Coupon
1
121. Bargains in Government Securities shall be ex voucher and ex coupon when so stipulated at the time of the
bargain. In the absence of any such stipulation such bargains shall be deemed ex voucher and ex coupon
from the date on which the interest becomes payable.
Members When Liable for Vouchers and Coupons
2
122. In respect of cum voucher and cum coupon bargains in Government Securities the buyer shall be entitled to
receive from the seller Government Securities with interest due for the period undrawn with the
coupons sheets attached. When such securities are delivered after collecting the interest for the period or
without the vouchers or without the coupons due for encashment the full amount of income-tax deducted on
the vouchers or coupons shall be paid by the seller to the buyer in lieu of the missing vouchers or coupons.
Bargains When Cum and Ex Dividend or Cash Bonus
3
123. (a) All bargains in Non-Cleared Securities(other than Government Securities) shall be ex dividend or
ex cash bonus from the date following the date of declaration of dividend or cash bonus by the
Company or from the date on which the Transfer Books of the Company reopen after the closure for
the purpose of dividend or cash bonus or from the date following the record date fixed for the
purpose or from the date on which the dividend or cash bonus is payable whichever is later and all
bargains in Cleared Securities shall be ex dividend or ex cash bonus from the first day of the
Clearing commencing from or following such date: provided that the Governing Board or the Presi-
dent may fix and notify any other date from which bargains shall be ex dividend or ex cash bonus.
All bargains before such date shall be deemed to be cum dividend or cum cash bonus.
Delay When Information Not Available
(b) If information regarding the dividend or cash bonus be not available to the Exchange for the security
to become ex dividend or ex cash bonus as provided in sub-clause(a) all bargains in Non-Cleared
Securities (other than Government Securities and debentures) shall be ex dividend or ex cash
bonus from the date following the date on which the dividend or cash bonus is known and all
bargains in Cleared Securities shall be ex dividend or ex cash bonus from the first day of the
Clearing commencing from or following such date.
Members Responsible for Adjustment in respect

of Ex Dividend or Ex Cash Bonus Bargains
124. On receipt of official information by the Exchange cancelling or altering the declaration of a dividend or cash
bonus all ex dividends or ex cash bonus bargains entered into before such date shall be subject to modifica-
tion. If the declaration of a dividend or cash bonus be cancelled the ex dividend or ex cash bonus price shall
be increased by the amount of the dividend or cash bonus and if there be a decrease or increase in the
dividend or cash bonus declared the ex dividend or ex cash bonus shall be increased or decrease by a
corresponding amount. The difference in respect of ex dividend or ex cash bonus bargains entered into and
settled before such date shall be immediately adjusted between the buyer and the seller and the members
shall be personally responsible between themselves and to their constituents for effecting such adjustment.
Ex dividend or ex cash bonus bargains which have been entered into but not settled before such date shall
be completed on the footing of the revised prices.
1
2
3
When Bargain Cease to be Ex Cash Bonus or Ex Dividend
125. On receipt of official intimation by the Exchange cancelling the declaration of a dividend or cash bonus all
bargains thereafter shall be entered into as if the security had not become ex dividend or ex cash bonus.
Deduction from Cum Dividend or Cum

Cash Bonus Purchase Price
126. (a) In respect of a cum dividend or cum cash bonus transaction the buyer may deduct from the
purchase price the dividend or cash bonus recommended or declared to which he is entitled
provided the securities are delivered to him by the seller or by the Clearing House on the seller’s
behalf less than five days before the record date or date of closure of the Transfer Books for the
purpose of dividend or cash bonus in the case of Companies whose registered offices are situated
in India and less than fourteen days before such date in the case of Companies whose registered
office are situated outside India. When the dividend or cash bonus is not known the buyer may
provisionally deduct from the purchase price the amount of dividend or cash bonus paid in respect
of the corresponding preceding period by the Company or such other amount as the Governing
Board or the President may fix and notify in that behalf.
1
Deduction from Cum-interest Purchase Price of Debentures or Bonds
(b) In respect of a Cum-interest transaction in debentures/bonds the buyer shall deduct from the
purchase price the interest on gross basis provided the securities are delivered to him by the seller
less than five days before the record date or the date of closure of the Transfer Books of the
debentures/bonds for the purpose of payment of interest.
(c) In respect of transactions in debentures/bonds entered into a cum-interest basis but settled after
the debentures/bonds become ex-interest in the market due to the inability of the seller to deliver to
the buyer the debentures/bonds in time, the buyer shall deduct from the purchase price the interest
on a gross basis.
Members Responsible for Adjustment in respect of Cum

Dividend or Cum Cash Bonus Bargains
2
(d) If securities in respect of which the amount of dividend or cash bonus has been deducted from the
cum dividend or cum cash bonus price by the buyer are lodged for registration with the Company
before the record date or date of closure of the Transfer Books of the Company for the purpose of
dividend or cash bonus or if the actual dividend or cash bonus subsequently declared or paid by the
Company be different from the amount deducted from the cum dividend or cum cash bonus
purchase price the dividend or cash bonus or the difference (as the case may be) shall be
immediately adjusted between the buyer and the seller and the members shall be personally
responsible between themselves and to their constituents for effecting such adjustment.
1
2
Renumbered from (b) to (d).
Claim within Four Months
127. All claims in respect of vouchers, coupons, interest, dividend or cash bonus shall be adjusted as provided
herein within1 { six } months from the date of payment of the interest, dividend or cash bonus and members
shall not be personally responsible between themselves or to their constituents thereafter.
Bargains in Cleared Securities When Cum

and Ex Bonus or Rights
128. All bargains in Cleared Securities shall be ex bonus or ex rights from such date as the Governing Board or
the President may fix and notify in that behalf. All transactions before that date shall be deemed to be cum
bonus and cum rights.
Bargains in Non-Cleared Securities when

Cum and Ex Bonus or Rights
2
129. (a) All bargains in Non-Cleared Securities (other than Government Securities) shall be ex bonus or ex
rights from the date of declaration of bonus issue or rights by the Company or the receipt of
statutory sanction therefore where necessary or from the date on which the Transfer Books of the
Company reopen after the closure for the purpose of bonus issue or rights or from the date following
the record date fixed for the purpose whichever is later: provided that the Governing Board or the
President may fix and notify any other date from which bargains shall be ex bonus or ex rights. All
transactions before such date shall be deemed to be cum bonus or cum rights.
When Ex Bonus or Rights if Information Not Available
3
(b) If information regarding the bonus issue or rights be not available to the Exchange for the security
to become ex bonus or ex rights as provided in sub clause(a) all bargains in Non-Cleared
Securities (other than Government Securities) shall be ex bonus or ex rights from the date following
the date on which such information becomes available to the Exchange.
Temporary Settlement
130. (a) In respect of a cum bonus or cum rights transaction when the securities are delivered to the buyer
by the seller or by the Clearing House on the seller’s behalf on or after the record date or date of
closure of the Transfer Books for the purpose of bonus issue or rights the buyer may
deduct from the purchase price an amount equivalent to the proportionate value of the bonus issue
or rights to which he is entitled or such other amount as the Governing Board or the President may
fix and notify in that behalf and retain such amount with himself as a deposit in the case of Non-
Cleared Securities or deposit it with the Clearing House in the case of Cleared Securities. The
buyer may also make such deduction and in respect of both Cleared and Non-Cleared
Securities he shall deposit the amount with the Clearing House when the securities are delivered to
him during the period of five days preceding the record date or date of closure of the Transfer Books
for the purpose of bonus issue or rights in the case of Companies whose registered offices are
situated in India and during the period of fourteen days preceding such date in the case of Compa-
nies whose registered offices are situated outside India.
1
2
3
Payment of Deposit
(b) The amount retained as a deposit by the buyer or deposited with the Clearing House representing
the balance due on the contract as provided in sub-clause(a) shall be paid to the seller when he
delivers the bonus issue or rights at any time on or before the date fixed by the Governing Board or
the President for the purpose.
Buying-in
(c) If the seller fails to deliver the bonus issue or rights within the prescribed time the buyer shall be
entitled to buy-in against him in accordance with the Bye-laws and Regulations relating to closing-
out.
Letters of Renunciation
131. Bonus issues and rights shall be settled by letters of renunciation when such letters are issued by the
Company. When proper letters of renunciation are delivered or tendered to the buyer on or before the
1
{ tenth } day preceding the date fixed for the receipt of applications by the Company or before such other
date as the Governing Board or the President may fix and notify in that behalf the seller shall be relieved of
all further liability in respect of such bonus issues or rights. A member shall not be bound to accept letters
of renunciation not tendered within the prescribed time.
Non Delivery of Letters of Renunciation
132. If the settlement of claims to bonus issues or rights be not made by letters of renunciation by reason by the
failure of the seller to deliver such letters within the prescribed time the seller shall be responsible for
obtaining the bonus issues or rights. 2 { The seller should issue cheques equivalent to the value of bonus
or rights and such payment shall be treated as deposit and the seller shall deliver the bonus/rights shares
within two months of the listing. The buyer shall not be under any obligation to pay for the right shares in
advance, but shall pay the price thereof paid to the company and also return the deposit for rights against
the delivery of the rights shares. Similarly deposit for bonus shares shall also be returned by the buyer to
the seller on delivery of bonus shares. } The seller shall also be responsible to the buyer for the extra
expense of transfer if any.
Application for Rights
133. (a) In respect of a cum rights transaction when the buyer is entitled to the new securities issued in
respect of old the buyer shall unless otherwise ordered by the Governing Board or the President
specially claim them in writing from the seller on or before the fifth day preceding the date fixed for
the receipt of application by the Company.
1
2
Seller’s Liability and Duty
(b) Notwithstanding what is contained in sub-clause(a) if the seller be in possession of the new secu-
rities he shall be responsible for them to the buyer if claimed by the buyer on the date following the
last day fixed for the receipt of applications by the Company. Should the seller not be in posses-
sion of the new securities he shall be bound to render every assistance to the buyer in tracing
them.
Payment in respect of Rights
134. (a) When letters of renunciation are not issued all payments as and when required by the Company in
respect of rights are to be advanced to the seller by the buyer.
Selling Constituent Trustee for the Buying Constituent
(b) The amount in respect of rights shall be paid by the buyer to the seller in sufficient time for the
amount to be paid to the Company and the buyer may demand a receipt for the same. In such
cases members shall not be personally responsible and the selling constituent shall be deemed a
trustee for the buying constituent in respect of such payments.
Buyer to Bear Transfer Expenses
(c) When letters to renunciation are not issued by the Company the expenses of transferring the rights
to the name of the buyer shall be borne by the buyer.
Members When Liable for Dividend or Rights
135. (a) In respect of cum dividend, cum cash bonus, cum bonus or cum rights bargains members shall
be personally responsible for the dividend, cash bonus, bonus issue or rights on the securities only
when such securities are delivered to the buyer by the seller or by the Clearing House on the
seller’s behalf less than five days before the record date or date of closure of the Transfer Books for
the purpose of dividend, cash bonus, bonus issue or rights.
Rights and Obligations of Buying and Selling

Constituents and Transferors
(b) Members shall not be liable between themselves or to their constituents for dividend, cash bonus,
bonus issue or rights save as provided in sub-clause(a) but nothing contained therein shall affect
the rights and obligations of the buying and selling constituents (which terms shall where the
buying members and/or selling members have dealt on their own account as principals include
such members) between themselves as principals or the liability of the transferors in respect of
such dividend, cash bonus, bonus issue or rights.
Payment of Calls by Seller Where Obligatory
136. If securities have been purchased on condition that they should be paid up in respect of a particular call
(with interest or other charges if any) and the selling constituent has not paid the same the buyer may claim
from the seller the call money so payable and shall be entitled to set off such call money against the price.
Payment of Calls by Seller Where Optional
137. (a) A seller of partly paid securities may previous to delivery pay any call made on the securities
through the last day fixed for payment of such call may not have expired. The seller shall be
entitled to claim the call money so paid from the buyer and may add the same to the purchase price.
Seller to Bear Extra Stamp Duty
(b) When the seller has paid a call before the expiry of the last day fixed for payment the extra stamp
duty to be paid as a result thereof shall be borne by the seller and the buyer may deduct the same
from the purchase price.
Payment of Calls by Buying Constituent
138. The buying constituent shall pay every call or contribution which becomes payable after delivery of the
certificate and transfer. However he shall not be obliged to pay such call or contribution if the Company
refuses to register the transfer on account of lien. In any other case if the buying constituent fails to make
such payment and the selling constituent shall be entitled to recover the same from the buying constituent
notwithstanding that the buying constituent applied to the Company to transfer the shares and that the
directors of the Company refused to transfer.
Member Not Liable for Calls
139. Save as provided in these Bye-laws and Regulations no member shall in respect of any bargain made by
him on behalf of a constituent and as broker only be deemed personally liable or responsible in any way to
any party for the payment of calls made by a Company.
Company in Liquidation
140. If a Company be wound up at the date of the contract or between the date of the contract and the due date
of delivery the buyer shall nevertheless pay to the seller the purchase money and the seller shall be entitled
to recover from the buyer any contribution or call required to be paid even though the liquidator refuses to
consent to the transfer. If the buyer or his nominee cannot get the securities transferred to his name the
seller shall if required to do so by the buyer and at the buyer’s cost arrange for the assignment of the
transferor’s title to and the rights in the securities to the buyer or his nominee and for the execution of an
irrevocable Power of Attorney in favour of the buyer or his nominee to enable him to recover any return of
capital and dividends becoming payable after the date of the contract in respect of the securities bought.
Delivery of Equivalent Securities
141. In respect of a contract in securities which shall become or are exchangeable for new or other securities
under a scheme of reconstruction or reorganisation the seller shall deliver to the buyer according as the
Governing Board directs either the securities contracted for or the equivalent in securities and/or cash and/
or other property receivable under such scheme of reconstruction or reorganisation.
Place of Delivery and Payment
142. The delivery of all documents and papers and the payment in respect of all contracts to which these
Bye-laws and Regulations apply shall be within the Fort Area of the City of Bombay and the parties shall be
bound and deemed to give and take delivery in Bombay.
Which Documents Good Delivery
143. The Documents specified in the relative Regulation or such other documents as the Governing Board may
from time to time specify in addition thereto or in modification or substitution thereof shall constitute good
delivery when tendered in fulfilment of contracts to which these Bye-laws and Regulations apply.
Delivery in Prescribed Lots and Renewal Fees
144. The lots in which documents are to be delivered in settlement of contracts and the renewal fees payable by
the seller to the buyer for renewal of documents shall be determined in accordance with the provisions
contained in that behalf in the relative Regulation1 or such other provisions as the Governing Board may
from time to time prescribe in addition thereto or in modification or substitution thereof.
Transfer Stamp and Registration Fees
145. Unless otherwise directed by the Governing Board transfer stamp duties payable to Government and fees
charged by Companies for registering transfer of securities and known as transfer fees shall be paid by the
buyer but where transfer deeds have been given in lots other than the prescribed lots the extra stamp duties,
transfer fees and consolidation charges to be paid as a result thereof shall be paid by the seller to the buyer.
Delivery in Part
146. The buyer is entitled to refuse and may not pay for securities unless the documents tendered in perfor-
mance of a bargain are regular, genuine and valid but he shall accept such portion of the securities as may
be in order provided it is in lots of trading unit and may buy-in the undelivered portion in accordance with the
Bye-laws and Regulations relating to closing-out.
Closing-out on Refusal to Accept Delivery
147. When documents which are regular, genuine and valid are duly tendered in performance of a bargain and not
accepted by the buyer the seller shall be entitled to sell-out the same against him in accordance with the
Disputed Documents
148. (a) When documents tendered for delivery in settlement of contracts are considered by the buyer to be
defective in their title, ownership, genuineness, regularity or validity or not in order for any other
reason and the objection is not accepted by the seller the documents shall be returned by the buyer
to the seller and disputes relating thereto decided by arbitration in accordance with the provisions in
that behalf contained in the relative Regulation or such other provisions as the
Governing Board may from time to time prescribe in addition thereto in modification or substitution
thereof.
1
Regulation 12.
Delivery When Complete
(b) If the disputed documents are held by the arbitrators to be in order the buyer shall accept them as
good delivery and failing such acceptance the seller shall be entitled to sell-out the same against
the buyer in accordance with the Bye-laws and Regulations relating to closing-out.
Delivery When Not Complete
(c) If the disputed documents are held to be defective by the arbitrators delivery shall not be
complete and when such documents have been delivered through the Clearing House the seller
shall immediately (irrespective of whether he intends to proceed in appeal or not) refund to the
buyer their value at the ruling market price. The seller shall then remove the defect or in the alterna-
tive deliver to the buyer other regular, genuine and valid documents in place of the
defective documents within seven days of the decision of the arbitrators or when an appeal has
been preferred within seven days of the decision in appeal or within such further period or periods as
may be from time to time allowed by the Governing Board or the President.
Buying-in
(d) If the seller fails to remove the defect or in the alternative deliver to the buyer other regular, genuine
and valid documents in place of the defective documents within the period prescribed in sub-
clause(c) the buyer shall be entitled to buy-in such securities against the seller in accordance with
the Bye-laws and Regulations relating to closing-out.
Delivery of Partly Paid Securities
149. In all transactions for partly paid securities entered into subject to the stipulation that the buyer shall have the
securities registered in the name of transferee the procedure to be followed for delivery and registration shall
be in accordance with the provisions in that behalf contained in the relative Regulation1 or such other provi-
sions as the Governing Board may from time to time prescribe in addition thereto or in modification or
substitution thereof. If registration on delivery be not completed in the manner prescribed the seller shall be
entitled to sell-out the securities against the buyer in accordance with the Bye-laws and Regulations relating
to closing-out.
1
Regulation 12.
DOCUMENTS AND REGISTRATION
Documents When Deemed to be Defective
150. For purposes of these Bye-laws and Regulations documents shall be deemed defective if there is a defect
in their title, ownership, genuineness, regularity or validity or if they are under any lien on account of any
debt or liability of the transferor or if they are subject to any attachment or injunction or other legal
proceedings or order of Court or other statutory authority for which the seller may be held responsible and
the defect shall be deemed to be removed when the title is cleared and/or the ownership, genuineness and
validity of the documents established and/or the irregularity rectified and/or the documents released from
lien, attachment, injunction or other legal proceedings or order of Court or other statutory authority.
Members When Not Liable for Defective

Government and Bearer Securities
151. Members acting as brokers shall not be in any manner personally responsible for defective documents
delivered in respect of contracts in Government Securities and bearer securities to which these Bye-laws
and Regulations apply when the documents do not pass through their hands at the time delivery is
effected but are delivered direct by the selling constituent or his agent to the buying constituent or his agent.
But nothing herein contained shall affect the rights and obligations of the buying and selling constituents
between themselves as principals in any action at law or in any other proceedings and the buying and
selling members shall be bound to render every assistance to the buying constituent in any action at law or
other proceedings he may take against the selling constituent who receives payment against delivery of the
defective documents.
Member When Liable for Defective

Government and Bearer Securities
152. In respect of Government Securities and bearer securities delivered in fulfilment of contracts to which these
Bye-laws and Regulations apply the selling member acting as a broker who receives payment against
delivery of the defective documents shall be personally responsible for them to the buyer to whom the same
are delivered provided the documents pass through the hands of the selling member or his agent when
delivery is effected and provided further the buyer gives intimation in writing to the selling member within
twenty-one days of the date on which the documents are delivered to him by the selling member or by the
Clearing House on the selling member’s behalf and establishes to the satisfaction of the Arbitration
Committee (from whose decision an appeal shall lie to the Governing Board) that the documents are
defective.
Original Selling Member When Liable for Defective

Securities (Other than Government and Bearer Securities)
153. (a) In respect of securities other than Government Securities and bearer securities delivered in
fulfilment of contracts to which these Bye-laws and Regulations apply the original selling member
(i.e. the member who is the first to deliver defective documents in the market on or after or less than
five days before the record date or date of closure of the Transfer Books of the Company for the
purpose of interest, dividend, bonus, rights or any other benefit accruing to the shareholders or for
the purpose of the Annual General Meeting of the Company) acting as a broker who receives pay-
ment against delivery of defective documents shall be personally responsible for them to the buyer
to whom the same are delivered or any subsequent buyer provided one of the following conditions is
fulfilled namely:
(i) the documents are lodged with the Company for registration at any time prior to the first
record date or date of closure of the Transfer Books of the Company (for the same purpose
as aforesaid) subsequent to the fourth day following the date on which the
documents are delivered by the original selling member or by the Clearing House on the
original selling member’s behalf and the buyer or any subsequent buyer gives intimation in
writing to the selling member as soon as it comes to his knowledge that the Company
refuses to register the transfer on the ground that the documents are defective; or
(ii) the documents are lodged with the Company for registration on or before the twenty-first
day after the date on which the documents are delivered by the original selling member or
by the Clearing House on the original selling member or by the Clearing House on the
original selling member’s behalf or should the Transfer Books of the Company be closed
on such twenty-first day the documents are lodged for registration on or before the
second working day after the date on which the Transfer Books re-open and the buyer or
any subsequent buyer give intimation in writing to the original selling member as soon as
it comes to his knowledge that the Company refuses to register the transfer on the ground
that the documents are defective; or
(iii) the buyer or any subsequent buyer gives intimation in writing to the original selling member
at any time prior to the first record date or date of closure of the Transfer Books of the
Company (for the same purpose as aforesaid) subsequent to the fourth day following the
date on which the documents are delivered by the original selling member or by the Clear-
ing House on the original selling member’s behalf or at any time within twenty-one days of
the date on which the documents are so delivered whichever of the two periods is longer
and establishes to the satisfaction of the Arbitration Committee (from whose
decision an appeal shall lie to the Governing Board) that the documents are defective.
Subsequent Selling Member When Liable for Defective Securities

(Other than Government and Bearer Securities)
(b) In respect of securities other than Government Securities and bearer securities delivered in fulfilment
of contracts to which these Bye-laws and Regulations apply if the original selling member who is
responsible for defective documents as provided in sub-clause(a) fails to meet his liability any of the
subsequent selling members acting as a broker who receives payment against delivery of such
documents shall be personally responsible for them to the buyer to whom the same are delivered or
any subsequent buyer provided one of the following two conditions is fulfilled namely:
(i) the documents are lodged with the Company for registration on or before the twenty-first day
after the date on which the documents are delivered by such subsequent selling member or
by the Clearing House on such subsequent selling member’s behalf or should the
Transfer Books of the Company be closed on such twenty-first day the documents are
lodged for registration on or before the second working day after the date on which the
Transfer Books reopen and the buyer or any subsequent buyer gives intimation in writing to
such subsequent selling member as soon as it comes to his knowledge that the Company
refuses to register the transfer on the ground that the documents are defective.
(ii) the buyer or the subsequent buyer gives intimation in writing to such subsequent selling
member within twenty-one days of the date on which the documents are delivered by such
subsequent selling member or by the Clearing House on such subsequent selling member’s
behalf and establishes to the satisfaction of the Arbitration Committee (from whose
decision an appeal shall lie to the Governing Board) that the documents are defective.
Members When Not Liable
154. If the documents be not lodged within the prescribed period or if intimation in writing that the documents are
defective be not given by the buyer to the original and subsequent selling members as provided in these
Bye-laws and Regulations then except in the case of fraud or bad faith on their parts such selling members
shall not be personally liable for the defective documents either to the buying members or to the constitu-
ents of the buying members and the liability of such selling members to the buyers as also the liability of the
buying members to their constituents shall cease in all respects.
Liability in event of Unforeseen Circumstances
155. In circumstances not specifically covered by these Bye-laws and Regulations the Governing Board may
determine the liability of the parties on equitable considerations.
Rights and Liabilities of Buying and Selling Constituents
156. Nothing contained in these Bye-laws and Regulations shall affect the rights and obligations of the buying
and selling constituents (which terms shall when the buying members and/or selling members have dealt
on their own account as principals include such members) between themselves as principals in any
action at law or in any other proceedings and the buying and selling members shall be bound to render every
assistance to the buying constituents in any action at law or other proceedings they may take against the
selling constituents who receive payment against delivery of the defective documents.
Liability of selling Constituents to Selling Members
157. The selling constituents who receive payment against delivery of defective documents shall be liable for the
same in all respects and when selling members are personally responsible for such documents under the
provisions of these Bye-laws and Regulations they shall be fully indemnified by such constituents as
agents acting on behalf of principals.
Rectification or Replacement of Defective Documents
158. The selling member responsible for the defective documents shall within fifteen days from the date of the
intimation of the objection remove the defect or in the alternative deliver to the buyer other regular, genuine
and valid documents in their place:
Provided however that the Governing Board in its discretion and subject to such conditions as it deems fit to
impose may by a special resolution from time to time enlarge the aforesaid period of fifteen days in special
circumstances and in particular it may so do in the manner following that is -
(i) when the documents are suspected or alleged to be forged or reported or alleged to be stolen or
have passed into police custody for purposes of investigation the time may be enlarged till the fact
that the documents are forged or stolen property is conclusively established to the
satisfaction of the Governing Board or proved in a Court of Law;
(ii) when an attachment, injunction or similar other order of Court or other statutory authority has been
served on the issuer of the security restraining it from transferring the documents the time may be
enlarged till an application for setting aside such order has been finally rejected by the proper
authority;
(iii) when the security is by or pursuant to some special law ostensibly placed under any disability not
applicable to all other securities of the same issue and the documents are not transferred on the
ground of such ostensible disability or when the issuer of the security or the agent of such issuer
declines for any reason peculiar to that security as compared with other securities of the same
issue to transfer the documents the time may be enlarged till the legal point has been decided by
the proper authority.
In such and similar cases when the time is enlarged the selling member shall be bound to comply
with such conditions as the Governing Board may impose and shall also place such amount (if any)
in deposit with the Exchange as the Governing Board on the application of the buyer or of its own
accord directs.
Refund of Moneys
159. If the selling member responsible for the defective documents fails to remove the defect or in the alternative
to deliver the buyer other regular, genuine and valid documents in their place as provided in these Bye-laws
and Regulations the buyer shall be entitled to claim from the selling member refund of their value at the then
ruling market price.
Documents to be Returned and Power of

Attorney to be executed on Refund
160. When claiming the refund the buyer shall return to the selling member the defective documents if they have
not been impounded and shall procure for the selling member and at the selling member’s expense an
irrevocable power of attorney executed by the transferee in favour of the selling member or his
nominee entitling the selling member or his nominee to institute any suit or legal proceedings on behalf and
in the name of the transferee and to litigate the dispute and to have the objection to the title or documents
cleared and to obtain the return of the documents in question if they have not been already returned to him
and also to sign and execute all transfer deeds and other writings and do all such other acts and things as
may be necessary for effectually transferring the documents to the selling member or his nominee if they be
subsequently registered by the issuer of the security in the name of the transferee.
Rectification or Replacement after Refund
161. A refund of monies relating to defective documents shall not operate as cancellation of the contract. The
selling member shall within thirty days from the date of such refund or within such further time as the
Governing Board or the President may from time to time allow either remove the defect or in the alternative
deliver to the buyer other regular, genuine and valid documents in place of the defective documents and the
buyer shall be bound to accept such rectified or substitute documents in fulfilment of the original contract
and return to the selling member the monies refunded to him.
Responsibility of Selling Member for

Dividend, Bonus and Rights
162. If the selling member fails to rectify or replace the defective documents and deliver them to the buyer at least
1
{ ten } days before the record date or date of closure of the Transfer Books of the Company for the purpose
of interest, dividend, bonus, rights or any other benefit accruing to the shareholders of the
Company the selling member shall be responsible to the buyer for the interest, dividend, bonus, rights or
any other benefit declared by the Company and for the income-tax deduction certificates if any in respect of
the interest, dividend or cash bonus or for the equivalent in cash of the amount of income-tax if any deducted
at source. The selling member shall also be responsible to the buyer for the extra expense of transfer if any.
Buying-in
163. If the selling member fails to make refund of monies or to remove the defect or replace the defective
documents within the prescribed period the buyer shall be entitled to buy-in the securities against him in
accordance with the Bye-laws and Regulations relating to closing-out.
Apportionment of Loss and Damages
164. If the selling member responsible for the defective documents fails to refund the moneys and/or to hand over
the interest, dividend, bonus, rights or other benefit declared by the Company and the income tax deduction
certificate if any or the equivalent in cash of the amount of income-tax if any deducted at source and/or to
pay the damage if any arising from buying-in as provided in these Bye-laws and Regulations he shall be
liable to be declared a defaulter. In the event of the defective documents having passed through the Clearing
House the Clearing House shall assess such loss and damages pro rata against the original contracting
parties with whom such defaulter had outstanding sale transactions in such securities as shown in his
Clearing Forms. Each such party shall pay the amount of loss and damages to the buyer through the
Clearing House on receipt of notice of the amount of such assessment. If a contracting party fails to pay his
share of the pro rata loss and damage he shall be declared a defaulter and thereupon the procedure to be
followed shall be the same as if he were the selling member who has been declared a defaulter. This
procedure shall be repeated as many times as may be necessary in relation to each succeeding party in
interest until the loss and damages are fully recovered.
Sale Not Conditional on Transfer
165. A sale of securities is not conditional on the Company transferring the securities to the name of the buyer.
On the sale of securities the only obligation on the seller is to tender documents that are not defective and
he shall not be deemed to guarantee that the Company will transfer the securities to the name of the buyer
nor shall he incur any liability by reason of the refusal of the Company to do so.
1
Fresh Transfer on Refusal of Company
166. When a Company objects to a transferee and refuses to register a transfer on the ground of such objection
the transferor shall on request and on the original transfer being presented to him for cancellation of his
signature sign a fresh transfer.
Dispute after Registration
167. When a transfer has been accepted by the Company and the certificate or an official receipts in the form of
a Pucca Transfer Receipt or Transmission Receipt or such other receipt in favour of the transferee has been
issued by the Company neither the buying member nor the selling member shall be personally
responsible to the buying constituent or the transferee for any subsequent dispute as to the title,
ownership, genuineness, regularity and validity of the documents unless bad faith or fraud be proved against
such member. But nothing herein contains shall affect the liability of the transferor or of the selling constitu-
ent who has received payment against delivery of securities in any action at law or in any other proceedings.
The provisions herein shall apply only to the rights and obligations of members.
CLOSING-OUT OF CONTRACTS
Closing-out
168. (a) A contract in securities made subject to the Rules, Bye - laws and Regulations of the Exchange
may be closed-out by buying-in or selling-out against a member on his failure to comply with any of
the provisions relating to delivery, payment and settlement of bargains or on any failure to fulfil the
terms and conditions subject to which the bargain has been made.
Closing-out When Effected
(b) Without prejudice to the generality of the provision contained in sub-clause (a) closing-out may be
effected in cases specified in the relative Regulation1 or in such other cases as the Governing
Board may from time to time specify in addition thereto or in modification or substitution thereof.
Application for Closing-out
169. (a) A member shall be entitled to make an application to the Exchange for closing-out against the
party in default either on the day of failure or any day thereafter but not later than the fifteenth day
following the date of such failure.
Forfeiture of Right of Recourse
(b) If closing-out be not effected within the period prescribed in sub-clause (a) the damages against the
party in default shall be determined on the basis of the closing prices ruling on the fifteenth day
following the date of failure and the party entitled to closing-out and the party in default shall forfeit
all further right of recourse against each other unless it appears that the party entitled to close-out
has not exercised his right on the written request of the other.
Closing-out after Prescribed Period
(c) If closing-out be not effected within the period prescribed in sub-clause(a) and the member
entitled to close-out buys-in or sells-out at a later date and satisfies the Arbitration Committee that
it was impossible to close-out earlier than he did the Arbitration Committee may allow damages on
the footing of the rates at which the securities were bought-in or sold-out or at such other rates as
the Arbitration Committee may deem proper.
Closing-out of Contracts with Defaulter Member
170. If a member be declared a defaulter all members having dealings with him in any security shall determine all
outstanding contracts by closing-out against him in accordance with the Bye-laws and Regulations relating
to default.
2
170A. Notwithstanding anything stated in Bye-law 170, where a member is declared a defaulter on or
subsequent to the date on which the Trade Guarantee Fund become operational, the provisions of
Bye-law 170 shall be inapplicable and in such case all members having dealings with him in any security
shall, if so required, determine all outstanding contracts by closing-out, settlement, adjustment, and/or
cancellation in accordance with the provisions of Bye-law 417.
1
Regulation 13.
2
Closing-out of Contracts with Deceased Member
171. On the death of a member having transactions outstanding in the market in any security the Governing
Board may at its discretion give permission to his heirs or legal representatives to settle such transaction
according to the terms thereof. In the event of such permission not being applied for or granted members
shall be notified accordingly and they shall forthwith determine all outstanding contracts by closing-out
against the deceased member either in the open market or as principals at prices then current in the
market. The loss if any on such closing-out shall be claimed from the heirs or legal representatives of the
deceased member and the profit if any shall be paid to them after obtaining the sanction of the Governing
Board. If the heirs or legal representatives of the deceased member fail to pay the amount claimed from
them it shall be as if such deceased member has been declared a defaulter and in that event the Bye-laws
and Regulations relating to default shall apply.
Closing-out Against Defaulting or Deceased

Member or Constituent.
172. A member may effect closing-out against a member who has been declared a defaulter or a deceased
member or a defaulting or deceased constitute either by himself buying-in or selling-out the securities in the
open market or by buying or selling such securities on his own account as a principal provided that the price
is fair and justified by the condition of the market.
1
{ Provided that the provision of this Bye-law, relating to closing-out against a defaulting member shall not
apply to a member who has been declared a defaulter on or after the date on which the Trade Guarantee
Fund becomes operational.}
Closing-out on Member’s Responsibility
173. Save as otherwise provided closing-out by buying-in or selling-out shall be effected under the authority of the
Secretary but the member at whose instance the buying-in or selling-out is done shall be responsible for the
contract made on his behalf. No liability or responsibility shall attach to the Exchange or its employees for
any contract made in pursuance of any application for closing-out.
Notice of Closing-out
174. On an application for closing-out being made by a member and on payment of such fees in respect thereof
as the Governing Board may from time to time prescribe a notice in writing of the proposed buying-in or
selling-out shall be given by the Exchange to the member against whom the closing-out is to be effected
and the securities shall then be bought-in or sold-out on the following day.
Re-transmission of Notice
175. (a) Where necessary notices of closing-out bearing serial numbers shall be issued by the Exchange
in lots of trading unit. Such notices shall be passed in the Settling Room from member to member
against whom the closing-out is proposed to be effected and the passing of such notices shall
commence on such day and at such hour as may be fixed in that behalf by a notice on the notice
board of the Exchange. Each intermediate member in succession to whom the notice of closing-out
is transmitted shall endorse thereon the name of his party and pass it on to him after taking a note
of his name and the relative serial number of the notice. Such notices shall be so circulated until
they reach the original member against whom the closing-out is proposed to be effected or upto
such time as may be fixed by the President or in his absence by the Secretary.
1
Inserted by SEBI on 09.05.97 and adopted by the Governing Board on 10.05.97
Automatic Closing-out
(b) The closing-out of a contract pursuant to the provision contained in sub-clause (a) shall be for the
account and liability of each succeeding party to whom the notice is transmitted and such closing-
out shall automatically close-out at the buying-in or selling-out rate all contracts with respect to
which such retransmitted notice has been passed.
Closing-out of Bargains Settled Through the

Clearing House or by Process of Tickets
176. (a) In respect of bargains settled through the Clearing House or by the process of Tickets closing-out
shall be effected on the device of the Clearing House or the Issuer of Tickets as the case may be.
In such cases no notice of closing-out shall be given to the member against whom the closing-out
is to be effected but a notice shall be posted on the notice board of the Exchange showing the total
quantity of each kind of security to be bought-in or sold-out.
Closing-out Without Notice
(b) Without prejudice to the generality of the provisions contained in sub-clause (a) closing-out
without notice may be effected in cases specified in the relative Regulation1 or in such other cases
as the Governing Board may from time to time specify in addition thereto or in modification or
Closing-out in case of Off-setting Contracts
(c) When a member holding for the account of his different constituents contracts both for sale and
purchase in the same Clearing that offset each other has offset such contracts the closing-out of
such contracts against the defaulting constituent may be effected by the member directly instead
of through the Clearing House. In such cases a member may either himself buy-in or sell-out the
securities in the open market or may buy the securities from or sell the securities to the defaulting
constituent on his own account as a principal provided that the price is fair and justified by the
condition of the market.
Tender Before Closing-out
177. If the member against whom closing-out is to be effected tenders compliance in accordance with the provi-
sions of the Bye-laws and Regulations relating to delivery, payment and settlement of contracts or the terms
and conditions subject to which the bargains has been made at any time before the securities have been
actually bought-in or sold-out (as the case may be) the member entitled to close-out shall accept the same
and fulfil his obligations.
1
Regulation 13.
Closing-out How Effected
178. (a) Save as otherwise provided in these Bye-laws and Regulations closing- out by buying-in or selling-
out shall be effected in the open market but when securities of the same kind are to be bought-in as
well as sold-out closing-out may be effected by adjusting the one against the other at the average
closing-out rate for such securities recorded on that day or where there has been no such closing-
out at the opening market rate on that day. In the case of a defaulter or whenever the Governing
Board or the President so directs closing-out may be effected not in the open market but by inviting
tenders or by any other method which the Governing Board or the President deems desirable.
Bids and Offers
(b) Members other than those against whom the closing-out is effected may make a bid or offer during
such closing-out. The Governing Board or the President shall be at liberty in its or his sole discre-
tion to refuse any bid or offer given.
Postponement by President
179. When during closing-out there is no seller or buyer of securities at a price which on a reference the Presi-
dent deems reasonable or when on a reference to the President it appears to him that such securities are
not obtainable or saleable in the open market the closing-out shall be postponed to the following day and
shall be so postponed from day to day until a seller or buyer be found and such deferment shall not relieve
the party in default of any resulting damages.
Non-Cleared Securities When Not Bought-in
180. When in spite of continuous efforts a Non-Cleared Security cannot be bought-in and when the Governing
Board is satisfied that such security cannot be obtained except at an arbitrary price the Governing Board
may by a special resolution determine a price (which shall not be less than the highestprice touched at any
time during the preceding six months) at which the outstanding contract in such Non-Cleared Security shall
be deemed to be closed-out. Thereupon the defaulting party shall pay to the party entitled to buy-in the
difference between the contract price and the closing-out price.
Postponement by the Governing Board
181. The Governing Board may defer closing-out in any particular case if in its opinion a fair market to close-out
is not available or if it is satisfied that the securities are out of the control of the seller for payment of calls
or the receipt of interest, dividends, bonus or rights or if it determines that the defaults is due to the
existence of a special situation but no such deferment shall relieve the party in default of any resulting
damages or free the intermediate parties of their liabilities.
Suspension or Postponement of Closing-out
182. The Governing Board may by a special resolution and for reasons to be recorded suspend or postpone
buying-in or selling-out in respect of any security or securities and from time to time extend or postpone the
period of such extension or postponement when circumstances appear in its view to make such suspen-
sion or postponement desirable in the general interest. The liability of intermediaries in respect of contracts
in such securities settled through the Clearing House shall continue during the period of such suspension
or postponement:
Provided that except with the approval of the Central Government buying-in or selling-out shall not be so
suspended or postponed at any time for a period exceeding the period of one Clearing in the case of Cleared
Securities and for a period exceeding fourteen days in the first instance and thereafter for a period not
exceeding seven days in the case of Non-Cleared Securities.
Securities Bought-in but Undelivered
183. Securities bought-in and not delivered on the next business day may be again bought-in for immediate
delivery without further notice and any loss and damages resulting therefrom shall be paid by the member
causing such further buying-in.
Securities sold-out but not Paid For
184. Securities sold-out and not paid for on the next business day may be again sold-out for immediate
payment without further notice and any loss and damages resulting therefrom shall be paid by the member
causing such further selling-out.
Closing-out at the Instance of a Member
185. (a) The member at whose instance closing - out is effected shall give intimation to the member in
default within two days of the closing-out and claim the loss and damages if any arising therefrom.
Claims in Case of Retransmitted Notices of Closing-out
(b) When notices of closing-out have been transmitted from member to member as provided in these
Bye-laws and Regulations intimation of the closing-out and the claim for damages shall be imme-
diately given by each party to the succeeding party in whose name the notice of closing-out has
been endorsed. Statement of money differences and damages if any shall also be rendered imme-
diately and the claims duly settled.
Defaulting Party Entitled to Profit
(c) The party against whom the closing-out is effected shall notwithstanding that he is in default be
entitled to the difference or profit which may arise from the closing-out against him.
Loss on Closing-out on Advice of Clearing

House on Account of Discrepancy
186. If there be a loss when closing-out is effected on the advice of the Clearing House as a result of any
discrepancy in the Clearing Forms lodged with the Clearing House by a member it shall be paid forthwith to
the Clearing House by the member responsible for the discrepancy.
Difference Arising from Closing-out
187. (a) When closing-out is effected on the advice of the Clearing House on account of a member failing to
give or take delivery of all or any of the securities according to the Clearing Forms lodged by him with
the Clearing House the resulting difference (if any) due by such member shall be paid by him
forthwith to the Clearing House and the difference (if any) due to such member shall be credited to
his account by the Clearing House.
Closing-out Against Defaulter
(b) When closing-out is effected as provided in sub-clause (a) and the member concerned is
declared a defaulter the difference arising from closing-out shall be recovered from or distributed
amongst the parties with whom such defaulter had transactions in accordance with the
Bye-laws and Regulations relating to default.
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{ Provided that the provisions of this clause shall not apply to a member who has been declared
as defaulter on or after the date on which the Trade Guarantee Fund becomes operational. }
Charges for Closing-out
188. When closing-out is effected on the advice of the Clearing House the member against whom the closing-out
takes place shall pay to the Clearing House commission at such rate as the Governing Board may from
time to time prescribe.
Penalty for Failure to Give or Take Delivery
189. When closing-out is effected on the advice of the Clearing House on account of a member failing to give or
take delivery of all or any of the securities according to the Clearing Forms lodged by him with the Clearing
House the Governing Board may in its discretion impose on such member a penalty not exceeding 2 per
cent to the market value of such securities. Such penalty shall be in addition to any loss such member may
suffer on account of such closing-out and shall be in addition to the commission chargeable in that behalf.
Default if Closing-out Loss Damage Not Paid
190. If any member against whom a transaction is closed-out under the provisions of these Bye-laws and Regu-
lations fails to make payment of the money difference between the contract price or the making-up price (as
the case may be) and the closing-out price and of the damages if any within twenty-four hours of receiving
notice thereof he shall be declared a defaulter.
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1
SPECIAL PROCEDURE FOR CLOSING-OUT
AND AUCTION IN RESPECT OF CONTRACTS SPECIFIED
BY THE GOVERNING BOARD.
Special Procedure To Be Prescribed By Resolution
190A. (1) Notwithstanding anything stated elsewhere in these Bye-laws and Regulations, the Governing
Board may from time to time by resolution prescribe such different procedure as it thinks fit and
proper to be followed in the event a member fails to settle or make delivery or payment in respect of
such class or classes of contracts as the Governing Board may specify.
Provided that in no case the auction would be held more than once unless the same is approved by
a special resolution of the Governing Board. The outstanding position at the end of the first auction
cycle shall be automatically closed out at the prices as per the provisions of 190A.(2).
Squaring Off In The Absence Of Auction Offers
190A. (2) Without prejudice to the generality of Bye - law 190A (1), the resolution passed by the Governing
Board may provide for closing-out, auction and other similar, consequential and incidental matters
and may also provide that if any securities are not bought-in pursuant to an Auction Tender Notice
by reason of absence of auction offers or insufficient number of securities being offered then the
outstanding position in respect of the securities which have not been bought-in shall be closed out
at either -
(i) the higher of (a) or (b) below -
(a) the highest price recorded in that scrip on the Exchange in the settlement in which
the concerned contract had been entered into and upto 2 { the day prior to } the date
of auction/close out;
Explanation : For the purposes of (a) above, “concerned contract” means the
contract in respect of which the member has failed to settle or make delivery or
payment.
(b) such percentage as may be specified for different categories of securities, above
the official closing price on the Exchange on 3 { the day prior to } the day specified
in the Auction Notice as the last day for making the auction offers in the
concerned scrip (and in the event of there being no such closing price on that day
then the official closing price on the immediately preceding trading day on which
there was an official closing price).
or
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2
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(ii) at such price as may be specified by or be determined in a manner specified by the
Governing Board or the Executive Director from time to time.
Explanation : For the purposes of 190A.2 above it is hereby clarified that the securities forming
part of the “concerned contract” shall not be carried forward to the subsequent auction and in the
event the same are not auctioned in the concerned settlement, then they shall be squared off as
provided hereinabove.
(iii) In no case the auction shall be held beyond a period of a week from the pay in of the
settlement in which the concerned contract had been entered into.
Explanation : For the purpose above, “concerned contract” means the contract in
respect of which the member has failed to settle or make delivery or payment.
Departure
190A. (3) Notwithstanding what is stated above, with reasons to be recorded in writing and with prior
approval from SEBI, if any time the Governing Board or the Executive Director thinks fit and proper,
it/he/she may withhold, suspend, postpone, modify or cancel the whole or any portion of an auction
or the procedure specified pursuant to Bye-laws 190A.1 or 190A.2 in such manner and for such
period as it/he/she thinks fit and proper.
DEALINGS BY MEMBERS
Members Only Parties to Bargains
191. The Exchange does not recognise as parties to any bargain in the market any parties other than its own
members and every member is directly and primarily liable to every other member with whom he effects a
bargain for its due fulfilment in accordance with the Rules, Bye-laws and Regulations of the Exchange
whether such bargain be for account of the member effecting it or for account of a principal.
All Bargains Subject to Rules, Bye-laws and Regulations
192. All bargains in securities in which dealings are permitted shall in all cases be deemed made subject to the
Rules, Bye-laws and Regulations of the Exchange which shall be a part of the terms and conditions of all
such bargains and they shall be subject to the exercise by the Governing Board and the President of the
powers with respect thereto vested in it or him by the Rules, Bye-laws and Regulations of the Exchange.
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{Annulment of Bargains
193. (a) The Governing Board may, on its own motion or pursuant to an application by any person, annul a
bargain or several bargains falling within any particular class of bargains if the Governing Board is
satisfied that there exists sufficient cause to do so. Such annulment shall be final and shall come
into force forthwith.
(b) The expression “ sufficient cause” in clause (a) above shall, without prejudice to the generality
of the expression, include fraud, wilful misrepresentation or material mistake.
(c) The Governing Board may, subject to such terms, conditions, limitations and procedures as it
may prescribe, delegate all or some of its powers under this bye-law to the Executive Director or
committee(s) as headed by the Executive Director as the Governing Board thinks fit and proper.}
Bargains by Members
194. Members carrying on business on the Exchange other than representative members shall be entitled to
make bargains in the market in their own name.
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194A. A member shall, at the time of order entry in the trading system for purchase or sale of securities on behalf
of a scheme of a Mutual Fund, Foreign Institutional Investor (FII) or a sub account of a FII, enter the respective
Unique Client Code/s generated by the Exchange for the purpose.
3
194B. A member shall be entitled to place orders on “pro-account” through trading terminals located at one location
only as so specified by the member. The trading terminals of the member which are located at places other
than the aforesaid location, shall have a facility for placement of orders only for and on behalf of the clients by
entering client code details as so specified by the Exchange/SEBI.
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2
3
Provided that when a member requires the facility of placing orders on “pro-account” through trading
terminals from more than one location, such member shall submit an undertaking to the Exchange stating
the reasons for placement of orders on “pro-account” from multiple locations. The Exchange may, on a case
to case basis and after conducting due diligence, consider extending the facility of allowing the placement of
orders on “pro-account” from more than one location.
Bargains by Representative Members
195. Representative members may make bargains in the market but only on behalf of the members by whom
they are so appointed.
Put-Through Business
196. When a member employs another member as an intermediary to put-through the transaction of a
non-member such intermediary shall report the transaction to the member employing him at the same price
as he dealt in the market and the employing member shall report the same price to the non-member in
respect of the transaction done for him.
Business Placed between Non-Members
197. When a member has an order to buy and an order to sell the same kind of security he may complete the
transaction between the non-members concerned and he may at his discretion deliver the securities which
he receives from the selling constituent either to the buying constituent who is the direct contracting party
in respect of such securities or to any other buyer who is entitled under these Bye-laws and Regulations to
receive from him delivery of securities of a like kind.
Carry-Over Transaction
198. Carry-over transactions may be put through between two non-members but whether so put through or not
the seller shall not be entitled to claim a return of the identical securities delivered by him.
Member as Principal
199. When executing an order a member may buy or sell securities for his own account as a principal provided
he has obtained the consent or authority of his constituent thereto if such constituent be a person other
than a member of a Stock Exchange recognised under the Securities Contracts (Regulation) Act 1956 and
provided that the price is fair and justified by the condition of the market:
Provided further that where the member has secured the consent or authority of such constituent
otherwise than in writing he shall secure written confirmation by such constituent of such consent or
authority within three days from the date of the contract:
Provided further that no such written consent or authority of such constituent shall be necessary for closing-
out any outstanding contract entered into by such constituent in accordance with the provisions of these
Bye-laws and Regulations.
Havalas
200. When a member has been given instructions by another member or by a non-member to receive or give
delivery of securities from or to another member or non-member and all the parties agree so to give or take
delivery (as the case may be) a member may enter
into Havala contracts in accordance with such instructions. Such contracts shall operate as performance
of the transaction in respect of which such Havala contracts have been entered into and they shall have the
same force and effect as any ordinary contract of sale or purchase.
Havalas for Constituents
201. Havala contracts confirmed by both members on behalf of a constituent at the rate agreed by signing the
relevant entries in their transaction or contract books or by exchanging Confirmation Memos shall not be
cancelled or modified by any subsequent default of the constituent but each shall be responsible to the
other for due fulfilment of the contracts.
Modification of Havalas for Constituents
202. (a) Havala contracts on behalf of a constituent may be entered into subject to a specific stipulation that
the prices shall be modified on the subsequent default of the constituent. In the event of such
default the prices binding on both the parties shall be the opening prices current in the market on
the date on which the contract falls due for fulfilment which in the case of Cleared Securities shall
be the Settling Day and in respect of Havala contracts in Cleared Securities such modification may
be made by one party serving on the other a notice in writing at any time before payment is made
by the Clearing House on the Settling Day.
Debts and Credits to be Offset
(b) When Havala contracts have been modified as provided in sub-clause (a) the resulting credit (if any)
at the foot of the constituent’s account with one member and the resulting debit (if any) at the foot
of the constituent’s account with the other member shall be offset against one another upto an
amount not exceeding the difference between the modified Havala price and the respective contract
prices. The member holding the credit shall on behalf of the constituent make such payment in
adjustment to the other member and the constituent shall be entitled to claim only the balance
remaining if any.
Constituent’s Responsibility for Havala in

case of Member’s Default
203. Where a member accepts Havala on behalf of his constituent it shall be unless otherwise agreed upon by
them in writing at the risk and on account of the constituent who shall be deemed to indemnify the
member accepting such Havala against any loss suffered by either of them by reason of the default of the
other. In the event of such default the amount in adjustment to be received from or paid to the constituent
by a member shall be determined at the altered making-up prices when the Havala is in respect of Cleared
Securities and at the opening prices current in the market on the day following the date of default when the
Havalas is in respect of Non-Cleared Securities.
Havala Among Members
204. Contracts for Havala among members themselves in Cleared Securities shall be at the making-up price
only. In the event of default Havala contracts in respect of Cleared Securities shall be deemed to have
been made at the altered making-up price and in respect of Non-Cleared Securities at the opening market
price immediately after the declaration of default.
Brokerage
205. Save as otherwise provided brokerage shall be charged and collected by members upon the execution of all
orders for non-members in respect of purchase or sale or carry-over of securities. Members are entitled to
charge brokerage at rates not exceeding the official scale prescribed in the relative Regulation1 or such
other scale as the Governing Board may from time to time prescribe in modification or substitution thereof.
Brokerage in case of Compulsory Carry-Over
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206. {Deleted}
Brokerage on Calls
207. A member buying securities on which calls have been prepaid by the seller may charge brokerage on the
purchase price with the amount of such calls added.
Brokerage on Put-Through Bargains
208. A member employing another member to put-through the transactions of a non-member may pay the
intermediary a share of the brokerage charged to the non-member.
Brokerage on Bargains Between Non-Members
209. A member may charge brokerage to more than one constituent on a transaction carried through directly
between two non-members.
Brokerage on Arbitrage Transactions
210. A member shall charge brokerage to a non-member’s arbitrage account.
Underwriting Commission and Brokerage on

New Issues and Offers for Sale
211. Unless otherwise determined by the Governing Board a member may in his discretion charge such
brokerage or commission for underwriting or placing or acting as a broker or entering into any preliminary
arrangement in respect of any floatation or new issue or offer for sale of any security as he may agree upon
with the issuer or offerer or with the principal underwriters or brokers engaged by such issuer or offeror.
Brokerage on Application
212. Unless otherwise determined by the Governing Board brokerage or commission on all tenders or
applications by or through members for submission or purchase in respect of any floatation or new issue or
offer for sale of any security shall be on the terms offered by the issuer or offerer or by the underwriters or
brokers engaged by such issuer or offerer.
1
Regulation14.
2
Rebate not Allowed
213. No allowance, rebate, return or division of brokerage or commission of any nature or character shall be
made by a member to any constituent in respect of any bargain or to any applicant whose tender or
application for subscription or purchase has been submitted by or through him or to any other person
except as hereinafter provided.
No Special or Unusual Advantage
214. For purposes of these provisions a member shall not act as a principal or enter into any agreement or
arrangement with a non-member whereby special and unusual rates are given with intent to give special or
unusual advantage to such non-member for the purpose of securing his custom or business.
No Brokerage in Cases of Charity
215. A member may relinquish his brokerage in cases of charity.
Brokerage for Members of Other Stock Exchanges
216. A member may share brokerage with members of other Stock Exchanges in respect of whom business is
permitted under the provisions of the Rules, Bye-laws and Regulations of the Exchange.
Brokerage Provisions not Applicable to

Dealings Between Members
217. Provisions relating to brokerage contained herein do not apply or lay down any restrictions as to dealings
between members.
With Whom Brokerage may be Shared
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218. (a) A member may share brokerage as provided in sub - clause (b) with a broker, remisier, or
employee in his own exclusive employment. He may similarly share brokerage with any other
person introducing a constituent provided such person -
(i) is not one for with whom members are forbidden to do business under the Rules, Bye-laws and
Regulations of the Exchange;
(ii) is not a remisier, authorised clerk or employee in the employment of another member;
(iii) does not advertise in the public press or in any other manner that he is acting as a broker;
(iv) does not act as a broker;
(v) does not pass contracts in his own name or issue price lists or pamphlets or circulars in respect
of business in securities;
(vi) does not issue price lists or pamphlets or circulars of business in securities to other than its
own constituents if acting as a broker.
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Amended by Governing Board on 30/09/05 pursuant to SEBI’s letter no. MRD/DSA/BSE/50562/2005 dated 29/09/05
Percentage Share of Brokerage
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(b) (i) A member may pay his sub brokers, remisier or employee in his own exclusive employment or any
other person sharing brokerage as provided in sub-clause (a), a brokerage subject to such terms of
brokerage as agreed upon in writing by way of an agreement and as per the scale of brokerage
prescribed by the Exchange or SEBI in this regard, from time to time
(ii) Where a member has transacted for a sub broker, the aggregate amount of brokerage charged by
the trading member to his sub broker and the sub broker to his client shall not be
Rebate or Return Disallowed
(c) A remisier, authorised clerk, employee or other person sharing brokerage shall not make any
allowance, rebate or return of such brokerage directly or indirectly to the constituent introduced by
him or to any other person or agent.
Indemnity
(d) In the absence of an agreement in writing to the contrary a remisier, authorised clerk, employee or
other person sharing brokerage shall be deemed to have agreed to give a full and complete indem-
nity to the member with whom he shares brokerage for any loss which such member may sustain
by the default of the constituent (provided such constituent is not a member of the Exchange)
introduced by him in fulfilling his obligations.
Default by Constituent
(e) In the event of any default by a constituent the amount due shall be paid forthwith to the member by
the remisier, authorised clerk, employee or other person introducing the defaulting constituent.
Liability of Remisier, Authorised Clerk,

Employee or Other Person
(f) If the remisier, authorised clerk, employee or other person sharing brokerage fails to pay the amount
due by the defaulting constituent introduced by him then at his risk and cost the member shall be
entitled to take such proceedings against the defaulting constituent and/or make
such settlement or compromise with him as he in his discretion deems advisable. The acceptance
of a promissory note from the defaulting constituent for the whole or part of the amount due from
him shall not release the remisier, authorised clerk, employee or other person sharing brokerage
from his liability to pay to the member the original amount due from the defaulting constituent nor
shall any settlement or compromise with the defaulting constituent diminish the liability of the
remisier, authorised clerk, employee or other person sharing brokerage who shall pay to the mem-
ber the unrealised balance of the original amount due from the defaulting constituent and the costs
and expenses incurred in the course of realisation.
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Amended by the Governing Board on 30/09/05 pursuant to SEBI’s letter no. MRD/DSA/BSE/50562/2005 dated 28/09/05
Arbitration
(g) Any dispute between a member and a remisier, authorised clerk, employee or other person sharing
brokerage with him in respect of any matter to which sub-clauses (d), (e) and (f) apply shall be
referred to arbitration and decided in accordance with the Bye-laws and Regulations relating to
arbitration of disputes other than between members. All other disputes between them shall also be
referred to arbitration in the same manner but if the remisier, authorised clerk, employee or other
person sharing brokerage so desires such disputes may be with the permission of the Governing
Board or the President referred to arbitration and decided in accordance with the Bye-laws and
Regulation relating to arbitration of disputes between members.
Contract Notes
1
219. (a) Members shall issue without delay to non-members contract notes in the form prescribed under
the relevant regulations in respect of all bargains made for and on their behalf as agents and when
dealing as Principals.
(b) The contract notes rendered by members to non-members shall state that the contract is subject
to the Rules, Bye-laws, Regulations and usages of the Exchange and subject to arbitration as
provided in the Rules, Bye-laws and Regulations of the Exchange and subject to the jurisdiction of
the courts in Bombay. The contract notes shall not contain any provision inconsistent with the
Rules, Bye-laws and Regulations of the Exchange. The names of the partners or the sole proprietor
of the firm shall be printed on the contract notes. The contract notes shall also be in such form as
will provide that the words “member(s) of the Stock Exchange, Bombay” shall immediately follow
the signature.
Contracts by Members as Agents
220. The contract notes rendered by members to non-members in respect of bargains made for and on behalf of
such non-member’s account may be in the form prescribed in the relative Regulation2 or in such other form
or forms as the Governing Board may from time to time prescribe in addition thereto or in modification or
substitution thereof. Such contract notes shall state that brokerage at rates not exceeding the official scale
of brokerage has been charged and allowed for in the price.
Contracts by Members as Principals
221. (a) The contract notes rendered by members to non - members when buying for themselves as princi-
pals the securities of their constituents or selling as principals their own securities to their constitu-
ents in accordance with the provisions of these Bye-laws and Regulations may be in the form
prescribed in the relative Regulation3 or in such other form or forms as the Governing Board may
from time to time prescribe in addition thereto or in modification or substitution thereof. Such
contract notes shall disclose that the member is acting as a principal.
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2
Regulation 14.
3
Regulation 14.
Written Consent or Authority Necessary
(b) Members shall not enter into contracts as principals with persons other than members of Stock
Exchanges recognised under the Securities Contracts (Regulation) Act, 1956 unless they have
secured the consent or authority of such persons and when such consent or authority is otherwise
than in writing they shall secure written confirmation by such persons of such consent or authority
within three days from the date of the contract:
Provided however that no such written consent or authority shall be necessary for closing-out any
outstanding contracts entered into by such persons in accordance with these Bye-laws and Regu-
lations.
Carry-Over Contracts
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222. (a) The contract notes rendered by members to non - members in respect of carry-over transactions
may be in one of the forms prescribed in the relative Regulation or in such other form or forms as the
Governing Board may from time to time prescribe in addition thereto or in modification or substitu-
tion thereof.
Carry-Over Contracts at Other Than Special

Making-up Price When Void
(b) Save as otherwise provided in these Bye-laws and Regulations carry-over contract notes
rendered by members to their constituents shall be at the special making-up price fixed as
prescribed in the relative Regulation notwithstanding that the corresponding bargains have been
entered into at a price other than such special making-up price. Carry-over contracts between
members and their constituents either as agent to principal or as principal to principal in respect of
which contract notes are not rendered as prescribed herein shall be deemed void.
Signing of Contract Notes
223. A contract note shall be signed by the member or by his partner or constituted attorney.
Contract Notes Issued by Firms
224. In the case of a firm recognised under the Rules, Bye-laws and Regulations of the Exchange every contract
shall be signed only in the name of the firm and no contract note shall be issued in the name of an individual
partner or the sole proprietor of the firm.
Contract Notes Issued by Representative Member
225. A representative member working with another member shall be entitled to issue to his constituents con-
tracts in his own name.
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RIGHTS AND LIABILITIES OF MEMBERS AND CONSTITUENTS
All Contracts Subject to Rules, Bye-laws and Regulations
226. (a) All contracts made by a member for or with a non - member for the purchase or sale of securities
in which dealings are permitted on the Exchange shall in all cases be deemed made subject to the
Rules, Bye-laws, Regulations and Usage of the Exchange which shall be a part of the terms and
conditions of all such contracts and they shall be subject to the exercise by the Governing Board
and the President of the powers with respect thereto vested in it or him by the Rules, Bye-laws and
Performance of Contracts in Bombay
(b) The delivery of all documents and papers and the payment in relation to all contracts referred to in
sub-clause (a) shall be within the city of Bombay and except when delivery is taken and given and
payment made and received from and to the Clearing House through Clearing Members Banks as
provided in these Bye-laws and Regulations the parties to all contracts shall be bound to take and
give delivery and make and receive payment at the office of the member concerned within the Fort
Area of the city of Bombay.
Contracts Subject to Bombay Jurisdiction
(c) In case of all claims (whether admitted or not), differences and disputes arising out of or in relation
to all contracts referred to in sub-clause (a) the parties concerned shall be deemed to have agreed
and acknowledged that such contracts have been entered into and are to be performed within the
city of Bombay, that they are subject to arbitration in accordance with the provisions relating to
arbitration other than between members contained in these Bye-laws and Regulations and that
they are subject to the jurisdiction of the Courts in Bombay.
Broker’s Lien
227. (a) Whenever and so often as a constituent is indebted to a member all securities and other
assets from time to time lodged with the members by such constituent or held by the member for
and on behalf of such constituent and any cash lying to the credit of such constituent with the
member shall be subject to the lien of such member for any general balance of account or margin
or other monies that may be due at any time by such constituent singly or jointly with another or
others to such member in respect of any business done subject to the Rules, Bye-laws and
Regulations of the Exchange and shall be deemed a general security for payment to such member
of all such monies (including interest, commission, brokerage and other expenses) as may be due
by such constituent in such manner.
Right to Sell
(b) A member entitled to lien or security as provided in sub-clause (a) shall be at liberty to sell, pledge
or borrow money against such securities and assets in such manner and on such terms and at
such time as he may deem advisable and may pay to himself or to any other any such money due
to him by or due by him on behalf of such constituent in respect of business done subject to the
Rules, Bye-laws and Regulations of the Exchange.
Constituent to Indemnify
228. Every member entering into any contract for the purchase or sale of any security or doing any act in relation
thereto on the instructions of any constituent and on such constituent’s account or request shall be entitled
to be indemnified by such constituent as an agent acting on behalf of his principal.
Contracts by Members as Principals
229. A member shall not enter into any contract for the purchase or sale of securities as a principal with any
constituent (other than a member of a Stock Exchange recognised under the Securities Contracts
(Regulation) Act 1956) unless he has secured the consent or authority of such constituent and discloses in
the note, memorandum or agreement of purchase or sale that he is acting as a principal:
Provided that where the member has secured the consent or authority of such constituent otherwise than in
writing he shall secure written confirmation by such constituent of such consent or authority within three
days from date of the contract:
Provided further that no such consent or authority of such constituent shall be necessary for closing-out any
outstanding contract entered into by such constituent in accordance with these Bye-laws and Regulations
if the member discloses in the note, memorandum or agreement of purchase or sale in respect of such
closing-out that he is acting as a principal.
Members not Bound to Accept Instructions and Orders
230. A member shall not be bound to accept all or any of the instructions or orders of constituents for purchase,
sale, havala or carry-over of securities. He may in his absolute and uncontrolled discretion decline to accept
any such instructions or orders for execution wholly or in part and shall not be bound to assign any reason
therefor:
Provided that when a member is not prepared to carry out such instructions or orders either wholly or in part
he shall immediately inform his constituent to that effect.
Margin
231. A member shall have the right to demand from his constituent the margin deposit he has to provide under
these Bye-laws and Regulations in respect of the business done by him for such constituent. A member
shall also have the right to demand an initial margin in cash and/or securities from his constituent before
executing an order and/or stipulate that the constituent shall make a margin deposit or furnish additional
margin according to changes in market prices. The constituent shall when from time to time called upon to
do so forthwith provide a margin deposit and/or furnish additional margin as required under these Bye-laws
and Regulations in respect of the business done for him by and/or as agreed upon by him with the member
concerned.
Constituent in default
232. (a) A member shall not transact business directly or indirectly or execute an order for a constituent
who to his knowledge is in default to another member unless such constituent shall have made a
satisfactory arrangement with the member who is his creditor.
Deposit of defaulting Constituent’s Moneys and
Securities Pending Arbitration
(b) On the application of a creditor member who refers or has referred to arbitration his claim against
the defaulting constituent as provided in these Bye-laws and Regulations the Secretary shall issue
orders against any member or members restraining him or them from paying or delivering to the
defaulting constituent any moneys or securities upto an amount or value not exceeding the creditor
member’s claim payable or deliverable by him or them to the defaulting constituent in respect of
transactions entered into subject to the Rules, Bye-laws and Regulations of the Exchange. On
receipt of such order the member or members concerned shall forthwith deposit and the defaulting
constituent shall be deemed to have authorised the member or members concerned so to deposit
with the Exchange such moneys and securities after satisfying his or their own dues if any arising
out of transactions made subject to the Rules, Bye-laws and Regulations of the Exchange. Such
deposit shall release the depositing member or members from all further liability and obligation to
the defaulting constituent in respect of the moneys and securities deposited by him or them. The
application of the creditor member pursuant to which the moneys and securities are deposited with
the Exchange shall be deemed to form a part of the aforesaid reference to arbitration of his claim
against the defaulting constituent. The moneys and securities deposited shall be disposed of in
terms of the award in arbitration and pending a decree shall be deposited with the Court when filing
the award unless the creditor member and the defaulting constituent mutually agree otherwise.
Delivery by Constituent
233. (a) In respect of a member selling securities on behalf of or buying securities from constituent
whether residing in the city of Bombay or outside the date on which he receives delivery of such
documents from the selling constituent direct or from his bankers or agents in Bombay shall be
deemed to be the date of delivery by the selling constituent.
Delivery by Non-resident Constituent
(b) If the constituent resides outside the city of Bombay and requests the member to take delivery of
the documents outside the city of Bombay and the member complies with the constituent’s
request the documents shall be deemed to have been delivered only when the documents are
actually received in the city of Bombay notwithstanding that the constituent may deliver the
documents to some branch office or agent of the member or of the member’s bank. If sent by post
the documents shall be deemed to have been delivered on the day when the documents reach the
member in the city of Bombay.
Delivery to Constituent
234. (a) In respect of a member buying securities on behalf of or selling his securities to a constituent
whether residing in the city of Bombay or outside the date on which he delivers such documents to
the buying constituent direct or to his bankers or agents in Bombay or draws a bill on the buying
constituent through a Bank or sends an advice by post stating that the documents are ready for
delivery shall be deemed to be the date of delivery to the buying constituent.
Deliver to Not-resident Constituent
(b) If the constituent does not reside within the city of Bombay and requests the member to give him
delivery of the documents outside the city of Bombay and the member complies with the constituent’s
request the delivery shall be deemed to be complete as soon as the member
delivers the documents to his own or the constituent’s bankers or agents in the city of Bombay.
Such banker or agent shall be deemed to receive the documents for and on behalf of the constituent.
The contracts shall be deemed to be performed on the due date if the member has within the due
date delivered the documents to or drawn against them through the banker or agent in the city of
Bombay or posted the same in the city of Bombay addressed to the constituent or advised the
constituent by post that the documents are ready for delivery.
Constituent to Deliver Securities Sold
235. A constituent whether residing in the city of Bombay or outside shall deliver to the member in the city of
Bombay by the due date any security which the member has sold for him or bought from him. The documents
delivered must be valid, regular and in proper form and the delivery of any security sold for a constituent
which the member is liable to deliver must be made in the office of the member in the Fort Area of the city
of Bombay in time to enable the member to comply with the provisions in these Bye-laws and Regulations
relating to such delivery.
Constituents to make Payment
236. A constituent whether residing in the city of Bombay or outside shall pay to the member in the office of the
member in the city of Bombay by the due date all sums which the constituent is bound to pay and when a
member is liable to pay such sums on behalf of the constituent the payment must be made in the office of
the member in the Fort Area of the city of Bombay atleast one business day previous to the date on which
the member is required to make payment in compliance with the provisions in these Bye-laws and
Regulations relating to such payment.
Constituent’s Failure to Deliver or to Pay
237. A constituent who fails to give delivery or make payment in accordance with these provisions shall forthwith
pay any loss or damages which the member may sustain as a result or on account of such failure.
Member When to Close-out Constituent’s Account
238. (a) On the failure of a constituent to pay the loss or damages sustained on closing-out effected against
him by the member or to pay differences in due time in conformity with the provisions of these Bye-
laws and Regulations the member may close-out his account either forthwith or at any time there-
after in his discretion during the time such constituent is in default.
Closure of Market during Default
(b) If the market be closed at the time of or subsequent to default the member may close-out against
defaulting constituent on or after the re-opening of the market for dealings in such security or
securities either for the Clearing or for hand delivery. In the case of Cleared Securities the
closing-out may be subject to a stipulation for delivery in the course of the Clearing.
Notice of and Payment on Closing-out
(c) When the defaulting constituent’s account is closed out as provided in sub-clause (a) and (b) the
member shall immediately send notice of such closing-out to his constituent and any balance due
on such closing-out shall be immediately payable by the defaulting constituent to the member.
Death of Constituent
239. A member may forthwith or at the earliest practicable date close-out all open transactions on account of a
constituent who has died and the balance due on such closing-out shall be payable on the ensuing due date
of payment in respect of such contracts.
Closing-out in Case of Bankrupt
240. A member may forthwith or at the earliest practicable date close-out all open transactions on account of a
constituent who becomes bankrupt or insolvent or makes or attempts to make a composition with his
creditors or with any of them or who shall have given any admission or intimation or indication of the fact that
he will be unable to fulfil his obligations and the balance on such closing-out shall be payable on the ensuing
due date of payment in respect of such contracts.
Closing-out of Constituent’s Account How Effected
241. When closing-out the account of a constituent under the provisions of these Bye-laws and Regulations a
member may assume or take over such transactions to his own account as a principal at prices which are
fair and justified by the condition of the market or he may close-out in the open market and any expense
incurred or any loss arising therefrom shall be borne by the constituent. When the closing-out has been
effected as a principal the contract note in respect of such closing-out shall disclose that the member is
acting as a principal.
Member Not Liable to Attend to Registration of Transfer
242. A member shall not be deemed to be under any obligation to attend to the transfer of securities and the
registration thereof in the name of the constituent. If he attends to such work in the ordinary course or at the
request or desire or by the consent of the constituent he shall be deemed to be an agent of the constituent
in the matter and shall not be responsible for loss in transit or for the Company’s refusal to transfer nor be
under any other liability or obligation other than that specifically imposed by these Bye-laws and Regula-
tions. The stamp duty, the transfer fees and other charges payable to the Company, the fee for attending to
the registration of securities and all incidental expenses such as postage incurred by the member shall be
borne by the constituent.
Registration of Securities When in Name

of Member or Nominee
243. When the time available to the constituents of a member is not sufficient for them to complete transfers and
lodge the securities for registration before the closing of the transfer books and where the seller is not liable
for the interest, dividend, cash bonus, bonus or rights which the Company may have announced or declared
the member may register the securities in his or his nominee’s name and recover the transfer fee, stamp
duty and other charges from the buying constituent. The member shall give immediate
intimation thereof to the buying constituent and shall stand indemnified for the consequences of any delay
in delivery caused by such action.
Closing-out by Constituent on Failure to

Perform a Contract
244. If a member fails to complete the performance of a contract by delivery or payment in accordance with the
provisions of these Bye-laws and Regulations the constituent shall after giving notice in writing to the
member close-out such contract through any other member of the Exchange within fifteen days from the
date of default and any loss or damages sustained as a result of such closing-out shall be immediately
payable by the defaulting member to the constituent. If closing-out be not effected as provided herein the
damages between the parties shall be determined on the basis of the closing prices ruling on the fifteenth
day following the date of default and the constituent and the member shall forfeit all further right of recourse
against each other.
Constituent When to Close-Out Account
245. (a) If a member be declared a defaulter or fail to pay the loss or damages sustained on closing-out
effected against him by the constituent or to pay differences due by him to his constituent on the
day following the Settling Day such constituent may by giving notice in writing close-out through
any member of the Exchange all outstanding contracts either forthwith or at any time thereafter in
his discretion during the time such member is in default.
Closure of market During Default
(b) If the market be closed at the time of or subsequent to default the constituent may close-out
against the defaulting member on or after the reopening of the market for dealings in such
security or securities either for the Clearing or for hand delivery. In the case of Cleared Securities
the closing-out may be subject to a stipulation for delivery in the course of the Clearing.
Notice of and Payment on Closing-out
(c) When the defaulting member’s account is closed-out as provided in sub-clause (a) and (b) the
constituent shall immediately send notice of such closing-out to the member and any balance due
on such closing-out shall be payable immediately by the defaulting member to his constituent.
No Lien on Constituent’s Securities
246. If a member be declared a defaulter after delivering securities to the Clearing House on account of his
constituent the constituent shall be entitled to claim and on offering proof considered satisfactory by the
Governing Board or the President receive from the Clearing House according as the Governing Board or the
President directs either such securities or the value thereof at the altered making-up price subject to
payment or deduction of the amount if any due by him to the defaulter.
Complaint by Constituent
247. When a complaint has been lodged by a constituent with the Governing Board that any member has failed
to implement his stockbroking transactions the Governing Board shall investigate the complaint and if it is
satisfied that the complaint is justified the Governing Board may suspend the member for such period or
periods or take such other disciplinary action as it deems fit.
REGULATION OF TRANSACTIONS BETWEEN
CLIENTS AND BROKERS
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247A. Notwithstanding anything to the contrary contained in these Bye-laws, the following shall regulate the
transactions between Clients and Brokers:
(1) It shall be compulsory for all Member brokers to keep the money of the clients in a separate
account and their own money in a separate account. No payment for transactions in which the
Member broker is taking a position as a principal will be allowed to be made from the client’s
account. The above principles and the circumstances under which transfer from client’s account to
Member broker’s account would be allowed are enumerated below.
A) Member Broker Every member broker shall keep such books of accounts, as
to keep will be necessary, to show and distinguish in connection with
Accounts. his business as a member -
(i) Moneys received from or on account of and moneys paid
to or on account of each of his clients and,
(ii) the moneys received and the moneys paid on Member’s

own account.
B) Obligation to Every member broker who holds or receives money on

pay money into account of a client shall forthwith pay such money to current
“clients or deposit account at bank to be kept in the name of the
accounts” member in the title of which the word “clients”shall appear
(hereinafter referred to as “clients account”. Member broker
may keep one consolidated clients accounts for all the
clients or accounts in the name of each client, as he thinks
fit: Provided that when a Member broker receives a cheque or
draft representing in part money belonging to the client and in
part money due to the Member, he shall pay the whole of
such cheque or draft into the clients account and effect sub-
sequent transfer as laid down in para D (ii).
C) What moneys to No money shall be paid into clients account other than-
be paid into
“clients i) money held or received on account of clients;
account” ii) such money belonging to the member as may be
necessary for the purpose of opening or maintaining the
account;
iii) money for replacement of any sum which may by
mistake or accident have been drawn from the account
in contravention of para D given below;
iv) a cheque or draft received by the Member representing
in part money belonging to the client and in part money
due to the Member.
1
Inserted as per SEBI notification dated 29.11.94.
D) What moneys to No money shall be drawn from clients account other than-
be withdrawn
form “clients i) money properly required for payment to or on behalf of
account” clients or for or towards payment of a debt due to the member
from clients or money drawn on client’s authority, or money in
respect of which there is a liability of clients to the Member,
provided that money so drawn shall not in any case exceed
the total of the money so held for the time being for such each
client’,
ii) such money belonging to the Member as may have been paid
into the client account under para 1C(ii) or 1C(iv) given
above;
iii) money which may by mistake or accident have been paid into
such account in contravention of para C above.
E) Right to lien, set- Nothing in this para 1 shall deprive a Member broker of any
off etc., not recourse of right, whether by way of lien, set-off, counter-claim charge
affected. or otherwise against moneys standing to the credit of
clients account.
1
{ It shall also be compulsory for all Member brokers/Sub-brokers to receive or to make all
payments from or to the clients strictly by way of account payee crossed cheques or demand
drafts or direct credit into the bank account through EFT or any other modes as so permitted by
the Reserve Bank of India. Member brokers shall accept cheques drawn only by clients and issue
cheques only in favour of the clients. However, in exceptional circumstances Member broker may
receive payment in cash, to the extent that there is no violation of the Income Tax requirement for
the time being in force. }
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(2) It shall be compulsory for all Member brokers to keep separate accounts for client’s securities and
to keep such books of accounts as may be necessary, to distinguish such securities from his/their
own securities. Such accounts for client’s securities shall, inter-alia, provide for the
following:-
(a) Securities received for sale or kept pending delivery in the market;
(b) Securities fully paid for, pending delivery to client;
(c) Securities received for transfer or sent for transfer by the Members, in the name of client or
his nominee(s);
(d) Securities that are fully paid for and are held in custody by the Member as security/margin
etc. Proper authorization from client for the same shall be obtained by Member;
(e) Fully paid for client’s securities registered in the name of Member, if any, towards margin
requirements etc.;
(f) Securities given on Vyaj-badla. Members shall obtain authorization from clients for the
same.
1{ It shall also be compulsory for all Member brokers to give or to take delivery of securities in
“demat mode” directly to or from the “beneficiary accounts” of the clients except in case of delivery
of securities to a recognized entity under the approved scheme of the Exchange and/or SEBI. }
(3) Member Brokers shall make payment to their clients or deliver the securities purchased within two
working days of pay-out unless the client has requested otherwise. Stock Exchange shall issue a
Press Release immediately after the pay-out.
(4) Member brokers shall issue the contract note for purchase/sale of securities to a client within 24
hours of the execution of the contract.
(5) In case of purchases on behalf of client, Member brokers shall be at a liberty to close out the
transactions by selling the securities, in case the clients fails to make the full payment to the
Member Broker for the execution of the contract within two days of contract note having been
delivered for cash shares and seven days for specified shares or before pay-in day (as fixed by
Stock Exchange for the concerned settlement period), whichever is earlier; unless the client
already has an equivalent credit with the Member. The loss incurred in this regard, if any, will be met
from the margin money of that client.
(6) In case of sales on behalf of clients, Member brokers shall be at liberty to close out the contract by
effecting purchases if the client fails to deliver the securities sold with valid transfer documents
within 48 hours of the contract note having been delivered or before delivery day (as fixed by Stock
Exchange authorities for the concerned settlement period), whichever is earlier. Loss on the trans-
action, if any, will be deductible from the margin money of that client.
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(7) Member brokers shall make their clients aware of the basic risks involved in trading on the
Exchange, the rights and obligations of the client, etc. by issuing to the client a copy of the “Risk
Disclosure Document” on the lines specified by the Exchange from time to time and bringing its
contents to their notice. Member brokers shall obtain and retain in their records, a copy of the Risk
Disclosure Document duly signed by the client.
Confidentiality of Clients’ Details
2
247B. The Stock Exchange shall maintain the details of the clients of the members in confidence and that it shall
not disclose to any person / entity such details of the client as mentioned in the client registration form or
any other information per aining to the client except as required under the law or by any authority. .
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2
1
Reference to Arbitration
248. (a) All claims ( whether admitted or not ) difference and disputes between a member and a non-member or
non-members (the terms ‘non-member’ and ‘nonmembers’ shall include a remisier, authorised clerk, a
sub-broker who is registered with SEBI as affiliated with that member or employee or any other person
with whom the member shares brokerage) arising out of or in relation to dealings, transactions and
contracts made subject to the Rules, Bye-laws and Regulations of the Exchange or with reference to
anything incidental thereto or in pursuance thereof or relating to their construction, fulfillment or validity
or in relation to the rights, obligations and liabilities of remisiers, authorised clerks, sub-brokers, con-
stituents, employees or any other persons with whom the member shares brokerage in relation to
such dealings, transactions and contracts shall be referred to and decided by arbitration as provided in
the Rules, Bye-laws and Regulations of the Exchange.
Contract Constitutes Arbitration Agreement
(b) An acceptance whether express or implied of a contract subject to arbitration as provided in sub-
clause (a) and with this provision for arbitration incorporated therein shall constitute and shall be
deemed to constitute an agreement between the member and the nonmember or non-members con-
cerned that all claims (whether admitted or not), differences and disputes of the nature referred to in
sub-clause (a) in respect of all dealings, transactions and contracts of a date prior or subsequent to the
date of contract shall be submitted to and decided by arbitration as provided in the Rules, Bye-laws
and Regulations of the Exchange and that in respect thereof any question whether such dealings,
transactions and contracts have been entered into or not shall also be submitted to and decided by
arbitration as provided in the Rules, Bye-laws and Regulations of the Exchange.
2 (c) If any claim (whether admitted or not), difference or dispute arises between a sub-broker who is regis-
tered with SEBI as affiliated with a member and his constituent arising out of or in relation to dealings,
transactions and contracts between the constituent and the subbroker made subject to the Rules,
Bye-laws and Regulations of the Exchange or with reference to anything incidental thereto or in pursu-
ance thereof or relating to their construction fulfillment or validity or in relation to the rights, obligations
and liabilities of the constituent, the sub-broker or the member in connection therewith, then such
claim, difference or dispute shall be brought to the notice of the member by the constituent in writing
within 3 { six } months from the last date of the concerned settlement and the same shall as far as
possible be settled with the help of the member failing which it shall be brought to the notice of the
Exchange for resolution. If a claim, dispute or difference persists, the same shall be referred to and
decided by arbitration as provided in the Rules, Bye-laws and Regulations of the Exchange.
4
(d) Any claim, difference or dispute made by a transferee against the company and arising out of or in
respect of transfer of securities where the company has not effected transfer of the securities within
a period of one month from the date of receipt of the securities by the company or where the
company has failed to communicate to the transferee any valid objection to the transfer within
aforesaid period of one month, shall be referred to and decided by arbitration as provided under the
Rules, Bye-laws and Regulations of the Exchange and the company shall be liable to
compensate the aggrieved party for the opportunity losses, if any, caused during the period of the
delay.
1
Amended by Governing Board Resolution dated 10.06.97 and approved by SEBI vide letter dated 26.03.98. These new
Bye-laws came into effect from 29.08.98.
2
Revised by Governing Board Resolution dated 17.06.02 and approved by SEBI on 04.06.03.
3
4
Liability of the Member
1
(e) In case of claims, differences and disputes to which a Sub-broker is a party, if the arbitral award is
made against such a Sub-broker then the Sub-broker shall be liable to comply with such arbitral
award. If the Sub-broker fails to comply with such arbitral award, then the Member with whom the
Sub-broker is affiliated shall be liable to comply with such arbitral award as if such arbitral award
has been made against such Member within such time period as may be specified by the
Exchange.
Provided that the dispute should have been brought to the notice of the Member by the claimant,
within six months as specified under the Bye-laws, failing which the Member shall not be made
responsible for the liabilities of his sub-broker.
Provided further that the claim of the claimant arises out of transactions executed on the
Exchange through the concerned Member with whom the sub-broker is affiliated as a registered
Sub-Broker and the same is backed by Confirmation Memo issued by the Sub-broker in the speci-
fied format and carrying cross reference of details of the Contract Note issued by the
Member and other details such as Client – ID no of the client etc.
The Member shall be entitled to recover the amount paid to the claimants under this Bye-law from
his Sub-Broker.
Appointment of Arbitrators
249. (i) (a) All claims, differences and disputes which are required to be referred to arbitration
under these Bye-laws and Regulations shall be referred to arbitration of a sole arbitrator or
of three arbitrators to be appointed by the Executive Director or by the parties from the
Panel of Arbitrators constituted by the Governing Board, in the manner provided in these
Bye - laws and Regulations. The Executive Director shall appoint a sole arbitrator. 2 { }
(b) In an arbitral tribunal of three arbitrators, each party shall appoint one arbitrator and the third
Arbitrator will be appointed by Executive Director. Those proposed arbitrators shall be from
the panel of arbitrators constituted by the Governing Board. If any of the parties fail to
appoint arbitrator within 10 days of the day he is asked to appoint arbitrator the Executive
Director shall appoint such arbitrators in the manner provided in these Bye - laws. 3 { } All
the Bye - laws providing arbitration by a single arbitrator shall apply mutatis-mutandis to
arbitration by three members.
(ii) While making an application for reference to arbitration, the claimant shall state the names of 3
proposed arbitrators from amongst the panel of arbitrators prepared as per Bye-law 262 (b) 4 { }.
1
2
Amended by the Governing Board Resolution dated 09.04.03 and approved by SEBI on 28.10.03.
3
4
(iii) The names of the proposed arbitrators shall be forwarded by the Exchange’s Arbitration Department
to the respondent or all the respondents (as the case may be).
(iv) (a) If there is only one respondent, the respondent may consent to any one of the proposed
arbitrators being appointed as the arbitrator by delivering to the Exchange’s Arbitration
Department, within ten days of the respondent having received from the Exchange the
names of the proposed arbitrators (or such extended time as the Executive Director may on
the application of the respondent allow), in writing in a form prescribed by the Exchange
signed by the respondent signifying his consent, failing which the claimant and the
respondent shall be deemed to have failed to have agreed as to the person to be appointed
as the arbitrator.
(b) If there are two or more respondents then each respondent may consent to the appointment
of any one or more of the proposed arbitrators as the arbitrator by delivering to the Exchange’s
Arbitration Department, within ten days of the respondent having received from the Ex-
change the names of the proposed arbitrators (or such extended time as the Executive
Director may on the application of the concerned respondent allow), in writing in a form
prescribed by the Exchange signed by that respondent signifying his agreement to one or
more of the proposed arbitrators being appointed as the arbitrator. If the claimant and all the
respondents agree to any one of the proposed arbitrators being appointed as the arbitrator,
such person shall act as the arbitrator.
If the claimant and all the respondents agree to more than one of the proposed arbitrators being
appointed as the arbitrator, the Exchange’s Executive Director shall name one of such persons
to act as the arbitrator. If the claimant and all the respondents do not agree to at least one of the
proposed arbitrators being appointed as the arbitrator, the claimant and the respondents shall
be deemed to have failed to have agreed as to the person to be appointed as the arbitrator.
Executive Director - authority to designate
249A. The Executive Director of The Exchange for the purpose of Arbitration Bye - laws shall also include any
official of the Exchange not below the rank of General Manager designated by the Executive Director from
time to time for the specific function entrusted to him under these Bye - laws.
Appointment of Arbitrator by the

Executive Director
250. (1) On payment in advance of the minimum fees of an arbitrator prescribed under these Bye-laws and
Regulations by any party to a claim, difference or dispute, the Executive Director shall appoint an
arbitrator ;
(a) if the parties have failed to agree as to the person to be appointed as the arbitrator.
(b) if the arbitrator dies or fails, refuses or neglects to act or becomes incapable of acting as an
arbitrator before an award is made by him.
(2) An arbitrator to be appointed under clause (1) shall be from the panel of arbitrators prepared by the
Governing Board as per bye-law 262 (b). 1 { }
(3) While appointing arbitrator it shall be ensured that the arbitrator is independent and impartial not
interested in any of the parties or the claim dispute or difference referred to in arbitration.
Commencement of Arbitration
251. (a) There shall be an officer of the Exchange designated as Secretary of arbitration. All applications
for reference shall be in such form as the Exchange may prescribe and shall be accompanied by as
many copies thereof as there are respondents and the same number of copies of the statements of
claim, documents relied upon, such as contract, bills, ledger accounts, acknowledgment of delivery
and receipt of shares etc., accompanied by a accurate list thereof shall be received by the Secretary
when presented in person and /or transmitted by post and the receipt shall be duly acknowledged. The
date on which the application for reference is received shall be the date of making reference to arbitra-
tion. The Secretary shall scrutinise the application and the accompaniments thereof and shall verify
whether the applicant has paid the required charges and fees prescribed by the Exchange and when he
finds that the application is complete in all respects, he shall assign Reference number and register the
application in the register of references. Thereafter he shall issue notices to the respondent/s accom-
panied by copies of the application and the documents, and a list of the names of the proposed
arbitrators submitted by the applicant and shall call upon the respondent/s to convey his/their choice
from the three proposed arbitrators or otherwise within 7 days of the receipt of notice.
(b) In case the Secretary finds that the application for reference is not in order and is not accompanied
by the copies of the application and the documents and/or required fees and charges are not paid
and the claimant fails to comply within the reasonable time allowed by the Secretary, the Secretary
may reject the application and the applicant shall be informed of the fact of rejection with reasons
thereof.
(c) In case the applicant is aggrieved by rejection of his application by the Secretary, he may apply to
the Executive Director within seven days of receipt of the intimation of rejection and the Executive
Director may, on being satisfied on hearing the applicant or otherwise that there was reasonable
cause for the applicant not complying, on the applicant doing the needful, set aside the rejection and
restore the application. Thereafter the secretary shall take further steps indicated in
clause (a).
(d) The secretary shall complete the scrutiny of the papers, issuing of notices to the respondents and
all other secretarial work preliminary to the arbitrator entering on the reference, within 15 days, as
far as possible, of the receipt of application for reference to arbitration.
(e) After the parties agree upon the sole arbitrator or the arbitrator is appointed as per the Bye-laws, the
Secretary shall place the arbitration application and the connected papers before the arbitrator, the
due notice of the date thereof shall be given to the parties and the arbitrator may accept theappointment
and enter on the reference. If, for any reason, the arbitrator either does not accept the appointment
or neglects to enter on the reference, the appointment of the arbitrator shall be terminated and
appointment of another arbitrator as per Rules, Bye-laws and Regulations of the Exchange shall be
made.
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(f) In the absence of the Secretary the Executive Director of the Exchange may direct any other em-
ployee to perform the duties of the Secretary.
Limitation
252. (1) Claims against defaulter members :
(a) No claim which has arisen or has become due before a member has been declared
defaulter as per the Rules, Bye-laws and Regulations of the Exchange, shall be entertained
against him by the arbitrators after the expiry of six months from the day the member is
declared defaulter.
(b) No claim which has arisen after a member has been declared defaulter as per the Rules,
Bye-laws & Regulations of the Exchange shall be entertained against him by the arbitrators
after the expiry of six months from the day the claim arises or becomes due.
(c) Whether the claim falls within the period of limitation provided in Clause (a) and (b) shall be
decided by the arbitrator and in case he finds that it does not fall within the period specified
therein, he shall dismiss the application for reference to arbitration. He may admit the
application after the prescribed period if the applicant satisfies him that there is sufficient
cause for not making the application within such period as provided in section 5 of the
Limitation Act, 1963.
Time period for filing of Arbitration Reference:
1
(2) The Arbitrators shall not take cognizance of any claim, complaint, difference or dispute unless the
same has been received by the Exchange within six months from the date of thetransaction or from
the date on which the client claims to have given the instruction / order to buy or sell a security or
from the date on which the client claims to have paid money or given a security, whichever is earlier.
Any dispute as to whether a claim, complaint, difference or dispute falls within the ambit of this
clause shall be decided by the Arbitrators.
Provided that the Governing Board or the Executive Director may, from time to time, appoint a
Committee to amicably settle all claims, complaints, differences and disputes that are referred to it.
Provided further that when such claims, complaints, differences and disputes are referred to the
aforesaid Committee, the time taken in amicable settlement of such claims, complaints, differences
and disputes shall be excluded while computing the period of limitation.
Provided further that this Bye-law shall be applicable in-respect of all Arbitration Cases filled on or
after the date when this Bye-Law comes into effect. Provided further that in respect of Arbitration
Cases arising out of the transactions having been done prior to the date on which this Bye-law
comes into effect, the limitation period of six months shall be computed from the date on which this
Bye-law comes into effect.
1
1
(3) Application of the Limitation Act, 1963.
(i) Subject to Clauses 1 (a) to (c) 2 {and Clause (2)} above all the provisions of the Limitation Act,
1963 or other law relating to limitation as may be in force in India from time to time shall apply
to arbitration under these Bye-laws as they apply to the proceedings in the Court.
(ii) For the purposes of Sub-clause (a) 3 {and Clause (2)} an arbitration is deemed to have
commenced on the date on which the Application for arbitration is received by the Exchange.
(iii) Time taken on arbitration proceedings may be excluded. But in excluding such time the tests
laid down in different cases must be applied and satisfied. The entire period during which the
award remained in custody of court should be excluded under Section 15 of the Limitation Act
for the purpose of registration of award.
Umpire when to Hear Reference
253. { Deleted }
Arbitrator to make Award Expeditiously
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254. {(a) (i) Time for completion of Arbitration
The arbitral tribunal shall make the arbitral award normally within 3 months from the date of
entering upon the reference.
(ii) Adjournment
Adjournment, if any, shall be granted by the arbitral tribunal only in exceptional cases, for
bonafide reasons to be recorded in writing.
(iii) Request for extension
The time taken to make the award may not be extended beyond 3 times, by the Managing
Director or Relevant Authority on an application by either of the parties or the arbitral tribu-
nal, as the case may be.
Notwithstanding the extensions granted in the above manner, the arbitral tribunal shall make
the arbitral award within a period of six months from the date of entering into reference, i.e.,
extension of time of award can be for a maximum period of three months.
(iv) Date of entering reference
For the purposes of these bye-laws, the arbitral tribunal shall be deemed to have entered
upon a reference on the date on which the arbitral tribunal has held the first hearing.}
(b) The arbitrator after the hearing is concluded shall expeditiously make the award and in case the
award is not made within 15 days of the completion of the hearing, reasons for the delay shall be
recorded while making the award.
1
Renumbered by Governing Board Resolution dated 17.06.02 and approved by SEBI on 04.06.03.
2
3
4
Revised by Governing Board Resolution dated25.01.03 and approved by SEBI on 10.04.03.
(c) In case the award is not made within 30 days of the conclusion of the hearing, any one of the
parties to the arbitration shall have the right to move the Executive Director to cancel the
appointment of the arbitrator. After hearing the parties and the arbitrator, in case the Executive
Director is satisfied that there is no good reason for the delay in making the award, he may cancel
the appointment of arbitrator. In the event of cancellation of appointment of the arbitrator. the Execu-
tive Director shall appoint another arbitrator as per the Bye-laws and the newly appointed arbitrator
shall hear the reference denovo unless the parties agrees otherwise.
Arbitrator’s Award
255. (1) Every award shall be made in writing and shall be signed by the arbitrator.
(2) The award shall state the reasons upon which it is based, unless -
(a) the parties have agreed that no reasons are to be given; or
(b) the award is on terms agreed between the parties.
(3) The award shall state its date and the place of arbitration and the award shall be deemed to have
been made at that place.
Publication of Award
256. After the award is made, a signed copy of the award shall be delivered to each party.
Award Binding on Parties and their Representatives
257. The parties to the reference shall in all things abide by and forthwith carry into effect the award of the
arbitrators which shall be final and binding on the parties and their respective representatives notwithstand-
ing the death of or legal disability occurring to any party before or after the making of the award and such
death or legal disability shall not operate as a revocation of the reference or award.
Correction and Interpretation of Award
258. (1) Within 15 days of the receipt of the arbitral award;
(a) Any party to an arbitration agreement, with notice to the other party, may request the
arbitral tribunal to correct any computational error, any arithmetical error, any clerical or
typographical error or any other error of a similar nature occurring in the award;
(b) A party with notice to the other party, may request the arbitral tribunal to give an interpretation
of a specific point or part of the award.
(2) If the arbitral tribunal considers the request made under clause (1) to be justified, it shall make the
correction or give the interpretation and the interpretation shall form part of the award.
(3) The arbitral tribunal may on its own correct the errors of the type indicated in sub clause (a) of clause
(1) within 10 days of making the award. An intimation of such correction shall be given to the parties
in case the correction is made after delivering an uncorrected copy of the award to the parties and
corrected copies of the award shall be given to the parties .
(4) A party with notice to the other party may request the arbitral tribunal within 15 days of receipt of the
award, to make an additional award as to claims presented in the arbitral proceedings, but omitted
from the arbitral award.
additional arbitral award within 7 days of the receipt of such request.
Enforcement of the Award
259. (i) A party to a reference who is dis-satisfied with an award of an arbitrator(s) may appeal to an Appeal
Bench against such award within 15 days of receipt of the award.
(ii) When the time for preferring an appeal has expired and no appeal has been preferred or the appeal
has been preferred and the award has been passed in the appeal, and when the time for making an
application to set aside the award under Section 34 of the Arbitration and Conciliation Act, 1996 has
expired, or such application having been made, it has been refused, the final award shall be enforce-
able in the same manner as if it were a decree of the Court.
Debit of Arbitration Award
1
259A. If an award is made against a member, and the time for making payment of the amount awarded, as setout
in the award, if any, has expired, the exchange shall soon thereafter debit the amount awarded to the
member concerned from the security deposit or any other monies of such member held by the exchange,
and credit such amount to a separate account to the credit of the award holder in accordance with the
provisions of Bye-law-274A5. The said debit shall be reversed if the member deposits the equivalent amount
with the Exchange, in which event, the amount so deposited will be kept in a separate account to the credit
of the award holder. The said amount shall not be released to the award holder during the pendency of an
appeal or proceeding before the Hon’ble Court unless the award has become executable or the time for filing
of the appeal or the petition for setting aside the award has expired and no proceeding is taken by the
member in this behalf.
Provided however, where the award is for the delivery of securities, the Exchange may consider the closing
price of such securities on the Exchange as on the date of the award or such other date specified by relevant
authority, stating the reasons in case the date is other than the award date, for arriving at the value of such
securities and award amount.
Setting aside of Award and Fresh Reference
260. (1) An arbitration award may be set aside by the court on an application made under Section 34
of the Arbitration and Conciliation Act, 1996 on the grounds mentioned in that section.
1
Inserted by Governing Board Resolution dated 06.01.03 & 09.04.03 and approved by SEBI on 12.03.03 & 06.06.03 respectively.
(2) Whenever an award made under these Bye - laws and Regulations is set aside by the court, the
matter shall be again referred to arbitration as provided in these Bye - laws and Regulations and the
claims, differences and disputes shall be decided by arbitration only.
Extension of time for making Award.
1
261. {Deleted}
Appointment of Arbitrators from Panel of Arbitrators

Consisting of Members and Non Members
262. (a) The arbitrator appointed under these Bye-laws and Regulations in respect of an arbitration other
than between members 2 {shall be from amongst persons nominated by the Governing Board to the
Panel of Arbitrators under Rule 170(i)(a). }
3
(b) { The Governing Board may from time to time nominate to the panel of arbitrators as provided under
Rule 170(i)(a) such persons as it thinks suitable from amongst retired judges or other persons
having knowledge or experience in the field of law, trade, commerce, industry, arbitration, securities
market or stock exchange transactions. The Governing Board may also at its discretion and without
assigning any reason remove a person from the panel of arbitrators. Such panel shall be reconsti-
tuted every year.}
(c) The non-members nominated on the panel of arbitrators shall continue on the panel of arbitrators till
they are replaced by the new non-members or they voluntarily resign, whichever event takes place
earlier. In case of resignation, the vacancy shall be filled by appointing another eligible non-member
on the panel.
Governing Board to Prescribe Arbitration Fees,

Forms and Procedure
263. The fees to be paid, the forms to be used and the procedure to be followed in connection with a reference to
arbitration under these Bye-laws and Regulations shall be such as are prescribed in the relative Regulation4
or such other as the Governing Board may from time to time prescribe in addition thereto or in modification
Fees and Charges
264. The fees in arbitration and the charges for submitting and regulating the proceedings of the reference pre-
scribed in the relative Regulation shall be payable in advance and when there is failure, neglect or refusal on
the part of a party or parties to pay accordingly the other party shall be responsible for
making such payment in advance without prejudice however to his right if any to recover the same from such
party or parties failing, neglecting or refusing to pay. It shall be a condition precedent to the hearing of any
reference that the prescribed fees and charges shall have been paid in advance to the Exchange by the party
or parties to the reference.
1
2
3
Substituted by Governing Board Resolution dated 17.06.03 and approved by SEBI on 15.09.03
4
Regulation 15.
The Exchange shall collect all such fees and charges and make the necessary payments provided always
that no larger sum shall be paid than actually collected.
1 {Provided that, in case of failure, neglect or refusal on the part of a member who has been declared a
defaulter against whom a reference to arbitration has been filed, to pay the arbitration fees, the Exchange
shall make such payment and recover the same from the assets of such member who has been declared a
defaulter.
Provided further, that in case of failure, neglect or refusal on the part of a member, against whom a
reference to arbitration has been filed, to pay the arbitration fees, the Exchange shall debit the same from the
Security Deposits/Assets of the Member with the Exchange or Clearing House.
Provided also, that the provisions of the amended Bye-law shall be applicable to all arbitral proceedings that
have been filed on or after the 17th day of June, 2002 and/or are pending for payment of the arbitration fees
on such date.}
Decision on Written Statements or by Hearings
265. (a) A reference may be decided by the arbitrator on the written statements of the parties and the
documents produced by them. However any party may require of the arbitrator that he be given a
hearing. In that event he shall be so heard and the other party or parties shall have a similar privilege.
(b) No party shall be entitled without the permission of the Arbitrator nor shall be entitled to insist on a
request to the arbitrator to hear or examine witness or receive oral or documentary evidence other
than what is deemed necessary by the arbitrators.
Proceedings
266. The arbitrator may proceed with the reference notwithstanding any failure to file a written statement within
due time and may also proceed with the reference in the absence of any or all the parties who after due
notice fail or neglect or refuse to attend at the appointed time and place.
Adjournment of Hearings
267. The arbitrator may adjourn the hearings from time to time upon the application of any party to the reference
or at his own instance provided however that when the adjournment is granted at the request of one of the
parties to the reference the arbitrator may, if deemed fit, requires such party to pay the fees and costs in
respect of the adjourned hearing borne by the other party and in the event of such party failing to do so may
refuse to hear him further or dismiss his case or otherwise deal with the matter in any way the arbitrator may
think just.
2
Assistance in conduct of Arbitration proceedings
268. No advocate shall be permitted to appear, plead or act in the arbitration proceedings herein without permission
of Arbitral Tribunal. The Arbitral Tribunal may permit the parties to take assistance of their duly authorised
next friend in the conduct of arbitration proceedings. This byelaw shall operate subject to the following:
1
Inserted by Governing Board Resolution dated 29.11.03 pursuant to SEBI on 17.02.04.
2
Revised by the Governing Board Resolution dated 22.02.03 pursuant to SEBI’s letter dated 08.05.03.
a) The Arbitral Tribunal may permit the parties appearing before it to be represented by an advocate in
the conduct of arbitration proceedings. Necessary application shall be in conformity with the regula-
tions made for this purpose.
b) In all such cases, where permission is granted by Arbitral Tribunal, the advocate appearing before
the Arbitral Tribunal shall be required to make a statement in writing or give an undertaking to the
effect that the Advocate shall continue to appear in the arbitration proceedings till the proceedings
are completed and the Advocate shall not withdraw from the proceedings.
c) The Arbitral Tribunal shall not be bound to grant an adjournment of the proceedings simply
because an advocate engaged by the party is not available or is absent at the hearing.
d) In case the Advocate withdraws from the proceedings or is not available at the date of hearing, for
whatever reasons, the arbitration proceedings shall continue. In case an advocate is permitted to
withdraw his appearance with the permission of Arbitral Tribunal, the concerned party may not be
permitted to be represented by engagement of another lawyer so that the arbitration proceedings are
not delayed.
Consideration of Recorded Proceedings and Evidence
269. If an arbitrator dies or fails or neglects or refuses to act or becomes incapable of acting as an arbitrator the
Executive Director may appoint a substitute arbitrator from among the panel of arbitrators constituted under
Bye-law 262 (b) in conformity with Clause (c) thereof and such substitute arbitrator shall be at liberty to act
upon the record of the proceedings as then existing and on the evidence, if any, then taken in the reference
or to commence the reference de novo. The hearing shall be held de novo unless the parties agree other-
wise.
Reference to Court of Law.
270. { Deleted }
Set-off and Counter-Claim
271. On a reference to arbitration by one party the other party or parties shall be entitled to claim a set-off or make
a counter-claim against the first party provided such set-off or counter-claim arises out of or relates to
dealings, transactions and contracts made subject to the Rules, Bye-laws and Regulations of the
Exchange and subject to arbitration as provided therein and provided further such set-off or counter-claim is
presented together with full particulars at or before the first hearing of the reference but not afterwards unless
permitted by the arbitrator.
Award to Adjudge Interest
272. Where and in so far as an award is for the payment of money the arbitrator may adjudge in the award the
interest to be paid on the principal sum adjudged for any period prior to the institution of the arbitration
proceedings and may also adjudge the additional interest on such principal sum as is deemed reasonable for
the period from the date of the institution of the arbitration proceedings to the date of the award and further
interest on the aggregate sum so adjudged at such rate as is deemed reasonable from the date of the award
to the date of payment. If the award is silent on interest, the award shall carry interest @ 18 % p.a. from the
date of the award to the date of the payment.
Costs
273A. Unless otherwise agreed by the parties, -
(a) the costs of an arbitration shall be fixed by the arbitral tribunal;
(b) the arbitral tribunal shall specify -
(i) the party entitled to costs,

(ii) the party who shall pay the costs,
(iii) the amount of costs or method of determining that amount, and
(iv) the manner in which the costs shall be paid.
Explanation : For the purpose of clause (a), “costs” means reasonable costs relating to -
(i) the fees and expenses of the arbitrators and witness.
(ii) legal fees and expenses.
(iii) any administration fees of the institution supervising the arbitration, and
(iv) any other expenses incurred in connection with the arbitral proceedings and
the arbitral award.
Adjournment Costs
273B. The arbitral tribunal shall not be obliged to adjourn a hearing on the request of any party. However in the event
of adjournment being granted the Arbitral tribunal shall be entitled to direct the parties requesting the adjourn-
ment to pay to the other party/ parties such amount as costs as it claims proper.
Operation of Contracts
274. All dealings, transactions and contracts which are subject to the Rules, Bye-laws and Regulations of the
Exchange and every arbitration agreement to which the Rules, Bye-laws and Regulations of the Exchange
apply shall be deemed in all respects to be subject to the Rules, Bye-laws and Regulations of the Exchange
and shall be deemed to be and shall take effect as wholly made, entered into and to be performed in the city
of Bombay and the parties to such dealings, transactions, contracts and agreements shall be deemed to
have submitted to the jurisdiction of the Courts in Bombay for the purpose of giving effect to the provisions of
the Rules, Bye-laws and Regulations of the Exchange.
Appeal against Arbitral Award
274A. Appeal Bench :
1. The Executive Director of the Exchange shall constitute one or more Appeal Benches, each com-
prising of five arbitrators from the panel of arbitrators constituted by the Governing Board under Bye-
law 262 (b). 1 { }
2. None of the arbitrators who have heard the reference or passed the award shall be a member of the
Appeal Bench hearing an appeal against that award.
1
3. A party dissatisfied with an Award may appeal to the Appeal Bench against such Award within 15
days of the receipt of such award.
4. The party appealing shall pay the necessary fees and charges for preferring the appeal as may be
fixed by the Governing Board from time to time.
5. No appeal shall be entertained by the Arbitration Secretary against an award of the Lower Bench,
unless the appellant has first deposited the amount awarded with the Exchange. If the amount
awarded is deposited by the member and the same is credited in a separate account as
contemplated under Bye-law 259(A), the debit made to the account of the member as provided in the
said bye-law shall be reversed.
1
6. The party placing the deposit shall be deemed to have agreed that on expiry of 3 months from the
date of the decision of the Appeal Bench, the amount of such deposit may be handed over by the
Exchange to the other party in accordance with the terms of decision in appeal unless the payment
of such amount to the award holder is stayed by an order of the Court.
2
7. The Appeal Bench shall not proceed to hear the appeal unless the Exchange has certified that the
required deposit has been made.
Provided however that when the account of the member has been debited by the Exchange in accordance
with the provisions of Bye-law 259A and 274A(5) above, the Exchange shall neither be liable to any
person for any purported loss occurring to them as a result of such debit as aforesaid nor shall be liable
to pay any interest to anyone for any reason whatsoever.
Hearing and decision of Appeal :
The Arbitration Secretary after all the formalities are complete shall issue notice to the respondent.
A copy of the memo of Appeal shall accompany the notice and respondent shall be called upon to
appear before the Appeal Bench on the date specified therein. On that day the Secretary shall place
all papers before the Appeal Bench and the Appeal Bench shall on the same day or on some
adjourned date hear the parties and shall make the award in writing giving their reasons for the
award. The Award made by them shall be deemed to be final and binding on the parties. The
judgement of the Appeal Bench shall be a majority judgement and the award shall be as per majority
decision.
8. Signing of the Award
The Award made by the Appeal Bench shall be signed by all members of the Appeal Bench.
9. Publication of the Award :
After the award is made, a signed copy of the award shall be delivered to each party.
1
2
10. The Appeal to be decided expeditiously :
The Appeal shall be decided by the Appeal Bench expeditiously and as far as possible, within one
month of the filing of the Appeal
11. Application of provisions relating to arbitrations
All the other Bye-laws of this chapter as far as may be applicable shall apply mutatis mutandis to
the proceedings before the Appeal Bench and the award of the Appeal Bench. However, there shall
be no appeal from the award of the Appeal Bench.
Notices and Communications How to be Served
275. Notices and communications to a member or a non-member shall be served in any one or more or all of the
following ways and any such notice or communication under (i) to (vi) below shall be served at his ordinary
business address and/or at his ordinary place of residence and/or at his last known address:
(i) by delivering it by hand;
(ii) by sending it by registered post;
(iii) by sending it under certificate of posting;
(iv) by sending it by express delivery post;
(v) by sending it by telegram;
(vi) by affixing it on the door at the last known business or residential address;
(vii) by its oral communication to the party in the presence of a third person;
(viii) by advertising it at least once in any daily newspaper published in Mumbai;
(ix) by a notice posted on the notice board of the Exchange if no address be known.
Service by Hand Delivery when Complete
276. A notice or communication served by hand shall be deemed to have been received by the party on the
production of a certificate to that effect signed by the person delivering the notice or communication.
Service by Post or Telegram when Complete
277. A notice or communication served by post or telegram shall be deemed to have been received by the party at
the time when the same would in the ordinary course of post or telegram have been delivered. The production
of a letter of confirmation from the post office or of the post office receipt for the registered letter or telegram
or of a certificate of posting shall in all cases be conclusive proof of the posting or despatch of such notice or
communication and shall constitute due and proper service of notice.
Refusal to Accept Delivery does not Affect Service
278. In no case shall any refusal to take delivery of the notice or communication affect the validity of its service.
Service by Advertisement or by Notice

on Notice Board when Complete
279. A notice or communication published in a newspaper or posted on the notice board of the Exchange shall be
deemed to have been served on the party on the day on which it is published or posted.
Secretarial Duties
280. The Secretary and the employees of the Exchange acting under his authority shall -
(i) maintain a register of references;
(ii) Register of references rejected by the Secretary.
(iii) Receive all applications for arbitration, references and communications addressed by the parties
before or during the course of arbitration or otherwise in relation thereto;
(iv) receive payment of all costs, charges, fees and other expenses;
(v) give notices of hearing and all other notices to be given to the parties before or during the course of
the arbitration or other wise in relation thereto;
(vi) communicate to parties all orders and directions of the arbitrator;
(vii) receive and record all documents and papers relating to the reference and keep in custody all such
documents and papers except such as the parties are allowed to retain; for such period as may be
prescribed by the Executive Director.
(viii) publish the award on behalf of the arbitrator;
(ix) To enter the award and any changes therein in the register of references.
(x) generally do all such things and take all such steps as may be necessary to assist the arbitrator in
the execution of their functions.
(xi) to maintain a register of Appeals and make necessary entries therein.
Indemnity
281. No party shall bring or prosecute any suit or proceedings whatever against the Exchange, the Governing
Board, the President, the Secretary or any employee or employees of the Exchange acting under his
authority or against the arbitrators for or in respect of any matter or thing purporting to be done under these
Bye-laws and Regulations nor any suit or proceedings (save for the enforcement of the award) against the
other party or parties to the reference.
Removal of difficulties
281A. If any difficulty arises in giving effect to these Bye-laws in the conduct of arbitration, resort may be had to the
provisions of Part - I of the Arbitration and Conciliation Act, 1996, which are not inconsistent with these Bye-
laws.
281B. An Arbitration agreement shall not be discharged by the death of any party thereto either as respects the
deceased or as respects any other party, but shall in such event be enforceable by or against the legal
representative of the deceased.
Administrative Assistance
281C. The Exchange shall render all secretarial and other assistance for the conduct of arbitration proceedings by
appointing adequate staff and by providing proper accommodation, stationery and other facilities.
The Secretary of the Arbitration Division with the help of the assistants shall maintain all registers, files and
records of arbitrations in proper order and shall be responsible for keeping them upto date. He shall
maintain statistics of all pending and disposed of references and at the end of each quarter shall report to
the Governing Board of the Exchange the number of pending references at the commencement of every
month, references received during the month and the references disposed off. He shall report the
references pending for more than four months, with the reasons for the delay and the steps taken for the
early disposal of those references and shall carry out the directions issued by the Governing Board from
time to time. The Secretary shall also arrange to issue certified copies of the documents, awards and other
proceedings to the parties on receiving the charges fixed by the Governing Board from time to time and shall
render all other assistance for enforcement of the awards.
Saving Clause
1
281D. These Bye-Laws as amended by the Governing Board on 10th June 1997 shall apply in relation to all arbitral
proceedings which commence on or after the amendments come into force. All arbitral proceedings which
commenced before the amendments came into force shall, unless otherwise agreed to between the parties,
be governed by the Bye-laws prior to the amendments.
Maintenance/Disposal of Arbitration Records
2
281E. The Exchange shall adopt the following in respect of disposal of the Arbitration Records:
1) The original arbitration award with acknowledgements shall be preserved permanently. Provided that
in respect of awards passed prior to coming into effect of this Bye-law the Exchange will perma-
nently retain the certified copies of the award, where original award is not available.
2) Records pertaining to arbitration Proceedings / Submissions / Forms etc. shall be preserved for a
period of 5 years from the date of the award, if no appeal for setting aside the award is filed before the
Court of Law.
3) In case, an appeal is filed before the Court of Law, the records shall be preserved for a period of five
years from the date of final disposal of the matter by the Court. Further, where any order / judgement
of any Court of Law in respect of award is received, certified copy of the same shall be retained
permanently along with the original award.
1
2
4) The destruction of records shall be subject to the previous order in writing of the Executive Director
of the Exchange.
5) The Exchange shall maintain a register wherein the brief particulars of the records destroyed shall
be entered, alongwith the certification regarding the date and mode of destruction.
Provided further that this Bye-law shall also be applicable to all arbitration awards, passed prior to
this Bye-law coming into effect and the Arbitration Records meeting the criterion as above on the date of this Bye-
law coming into effect, will be destroyed in the manner specified.
1
282. All claims, complaints, differences and disputes between members arising out of or in relation to any
bargains, dealings, transactions or contracts made subject to the Rules, Bye-laws and Regulations of the
Exchange or with reference to anything incidental thereto (including claims, complaints, differences and
disputes relating to errors or alleged errors in inputting any data or command in the Exchange’s computer-
ised trading system or in execution of any trades on or by such trading system) or anything to be done in
pursuance thereof and any question or dispute whether such bargains, dealings, transactions or contracts
have been entered into or not shall be subject to arbitration and referred to the Arbitration Committee as
provided in these Bye-laws and Regulations.
Reference to Dispute Resolution Officers
282A. Notwithstanding anything stated in Bye-law 282, if any claim, complaint, difference or dispute between
members of the nature referred to in Bye-law 282 involves, in whole or in part, one or more of the following
matters then the decision on such matter or matters shall be referred to the arbitration of a Dispute Reso-
lution Officer as provided in the Bye-law 315B and the concerned Regulations :
(i) the determination as to whether any document constitutes good delivery or bad delivery;
(ii) the determination of the correctness or validity of an objection to transfer of a security raised by a
company or other issuer of securities or its transfer agent;
(iii) the determination of a question whether a member is obliged to rectify or replace any document on
the ground that it is a bad delivery document;
(iv) the applicability and/or interpretation of any Rules, Bye-laws, Regulations, Guidelines, Directions or
instructions (by whatever name called) for determining any matter referred to in sub-clauses (i) to (iii)
of this Bye-law;
(v) such other matters as may be specified by the Governing Board for the purposes of this Bye-law.
Legal Proceedings with Permission

of the Governing Board
283. In respect of any claim, complaint, difference or dispute required to be referred to arbitration under these
Bye-laws and Regulations no member shall commence legal proceedings against another without the
permission of the Governing Board. If a member institutes such proceedings without permission
and recovers any money or other relief he shall hold the same in trust for the Exchange and shall pay the
same to the Exchange to be dealt with in the manner directed by the Governing Board.
1
Amended by Governing Board Resolution dated 10.06.97 and approved by SEBI vide letter dated 26.03.98. These new Bye-laws
came into effect from 29.08.98.
Application for Arbitration
284. Whenever a claim, complaint, difference or dispute which under these Bye-laws and Regulations must be
referred to the Arbitration Committee arises between members any member who is a party to such claim,
complaint, difference or dispute may apply to the Arbitration Committee to inquire into and arbitrate in the
dispute.
Arbitrators
285. Whenever a reference is made to the Arbitration Committee it shall be heard by a sole arbitrator or by three
of its members to be specified either generally or with reference to any particular claim, complaint, differ-
ence or dispute at a meeting of the full Bench of the Arbitration Committee. While appointing the members
of the Arbitral Tribunal the Arbitration Committee shall have regard to the fact that none of them is interested
in either of the parties and is independent while deciding the disputes between the parties. Such member
or members shall act as the Arbitrator or Arbitrators, in regard to such reference (Hereafter referred to as
“The Lower Bench of the Arbitration Committee” or “ the Lower Bench”).
Commencement of Arbitration
285A. The Executive Director shall appoint one of its employees as Arbitration Secretary and one or more of its
employees as Arbitration Assistants to assist the Secretary to render ministerial and secretarial assistance
and perform other functions as provided in these Bye-Laws. The Arbitration Secretary and Arbitration Assis-
tants for Arbitrations between Member and Non-Member and for Arbitrations between Members may be the
same or different as may be decided by the Executive Director.
285B. The Arbitration Secretary or any other assistant authorised by arbitration secretary shall receive applications
for reference, in such forms as the Exchange may prescribe, made under Bye-Law 284 accompanied by the
prescribed fees and charges and as many additional copies of application for reference, statement of claim
and copies of the documents relied upon such as Contract, Bills, Ledger account, Acknowledgment of
delivery and receipt of shares etc. in support of the claim. Arbitration Secretary shall verify whether the
application for reference is accompanied by the copies of the application and the documents. He shall also
verify whether the prescribed fees and charges for Arbitration have been paid. The Arbitration secretary shall
call upon the parties to the reference to ensure that filing of papers and pleadings are completed expedi-
tiously. The Arbitration Secretary shall be entitled to give directions relating to filing of papers and pleadings
and all secretarial matters and shall also be entitled to specify and extend the period within which a party
should file papers and pleadings. Any dispute relating to filing and the Arbitration Secretary’s directions in
relation thereto shall be decided by the Lower Bench after hearing the concerned parties. The Arbitration
Secretary shall endeavour to ensure that filing of papers and pleadings and all secretarial matters are
completed within two months of the application for reference being made and shall place the matter before
the Lower Bench forthwith upon the same being completed. The date on which Application for reference is
received by the Exchange shall be the date of reference to Arbitration. Any Arbitration Assistant authorised
by the Arbitration Secretary may perform the duties of the Arbitration Secretary.
285C. The Lower Bench shall not be obliged to commence the hearing of the arbitration reference until filing of
papers and pleadings and all secretarial and ministerial matters have been completed unless -
(i) the Arbitration Secretary, being of the view that the matter should be placed before the Lower Bench
for directions, places the matter before the Lower Bench for directions; or
(ii) the Arbitration Secretary is of the view that filing of papers and pleadings and/or any secretarial or
ministerial matter(s) has/have not been completed despite sufficient time having been given for the
same and the matter should be placed before the Lower Bench.
285D. If the amount of the claim involved in a reference does not exceed Rs. 5,000/- then, notwithstanding any-
thing stated in the other Rules, Bye-laws and Regulations, the Lower Bench shall decide the reference on
the basis of the pleadings and documents before it without hearing the parties, provided that the Lower
Bench may afford the concerned parties an opportunity to be heard if it is of the opinion that in view of the
facts and circumstances of any particular reference it is necessary to do so in order to properly decide the
reference.
Notice
286. Save as otherwise provided not less than two days’ notice of the time and place appointed for the hearing
shall be given to both the parties to the reference.
Both Parties Present
287. If both the parties to the reference are present at the appointed time and place the arbitrators shall proceed
to hear the reference and to give the award.
Ex Parte Decision and Summary Disposal
288. If the party against whom the reference is filed be not present at the appointed time and place the arbitrators
may hear and decide the reference ex parte and if the party filing the reference be not present the arbitrators
may dismiss the reference summarily.
Set-off and Counter-Claim
288A. On a reference to arbitration by one party the other party or parties shall be entitled to claim a set-off or
make a counter-claim against the first party provided such set-off or counter-claim arises out of or relates to
dealings, transactions and contracts made subject to the Rules, Bye-laws and Regulations of the Ex-
change and subject to arbitration as provided therein and provided further such set-off or counter-claim is
presented together with full particulars at or before the first hearing of the reference by the Arbitrator or
Arbitrators but not afterwards unless permitted by the arbitrator or arbitrators.
Period for Lower Bench Award
289. The Lower Bench shall make the award within one month of the completion of the filing of papers and
pleadings and all secretarial and ministerial matters or the matter being placed before it pursuant to clause
(ii) of Bye-law (285 C). The Award of any two out of 3 Arbitrators, in case of disagreement shall be deemed
to be the award in Arbitration.
Costs
289A. Unless otherwise agreed by the parties, -
(a) the costs of an arbitration shall be fixed by the arbitral tribunal ;

(b) the arbitral tribunal shall specify -
(i) the party entitled to costs,
(ii) the party who shall pay the costs,
(iii) the amount of costs or method of determining that amount, and
(iv) the manner in which the costs shall be paid.
Explanation - For the purpose of clause (a), “costs” means reasonable costs relating to -
(i) the fees and expenses of the arbitrators and witness,
(ii) legal fees and expenses,
(iii) any administration fees of the institution supervising the arbitration, and
(iv) any other expenses incurred in connection with the arbitral proceedings and
the arbitral award.
Lower Bench Award when final and

Appeal to Arbitration Committee
290A. The Award of the Lower bench of the Arbitration Committee in a reference shall be final and binding to the
reference unless a party is entitled to appeal to the full bench therefrom under clause (B).
290B. A party to a reference who is dissatisfied with any award of the “Lower Bench” may appeal to the Full
Bench of the Arbitration Committee against such award within seven days of the receipt by him of
such award if the principal amount of the claim disallowed by the Lower Bench to the Appellant
exceeds Rs.1 {1,00,000/-} or if the amount awarded against the Appellant by the Lower Bench (without
taking into account interest from the date of the award) exceeds Rs.2 {1,00,000/-}
Deposit and Statement of Objections
291A. The party appealing to the Full Bench of the Arbitration Committee shall state in writing the objections to the
award of the “Lower Bench” and shall unless exempted in whole or in part by the Governing Board or the
President deposit with the Exchange in cash the full amount ordered to be paid or the securities
or the value at the ruling market price of the securities ordered to be delivered in the award. The party placing
the deposit shall be deemed to have agreed that such deposit be handed over by the Exchange to the other
party in accordance with the terms of the decision in appeal.
1
2
Deposit Certificate
291B. A certificate from the Exchange showing that the deposit if any as required by sub-clause (A) has been
lodged shall be attached to the appeal and the Full Bench of the Arbitration Committee shall not entertain an
appeal to which such certificate is not annexed.
Hearing of Appeal
292. When the deposit certificate is annexed to the appeal the Full Bench of the Arbitration Committee shall
itself proceed to hear the appeal and arbitrate in the reference.
Period for Full Bench Award
292A. The Full Bench of the Arbitration Committee shall endeavor to make the award within one month of the
date of filing of the appeal.
Certain Members may not Vote
293. The members of the Full Bench of the Arbitration Committee who have made the award against which an
appeal is made to the Full Bench of the Arbitration Committee shall not attend the meetings or vote at the
Full Bench of the Arbitration Committee at which the appeal is heard or decided.
Award of Arbitration Committee when Final
294. The award of the Full Bench of the Arbitration Committee in a reference shall be final and binding on the
parties to the reference if the principal amount of the claim disallowed by the Full Bench of the Arbitration
Committee to the Appellant does not exceed 1 {Rs. 5,00,000/-} or if the amount awarded against either party
by the Full Bench (without taking into account interest from the date of the award) does not exceed 2 {Rs.
5,00,000/-} .
Appeal to the Governing Board
295. If the principal amount of the claim disallowed by the Full Bench of theArbitration Committee to a party
dissatisfied with the award exceeds 3 {Rs. 5,00,000/-} or if the amount awarded by the Full Bench against a
party dissatisfied with the award (without taking into account interest from the date of the award) exceeds
4
{Rs. 5,00,000/-} the party dissatisfied with the award of the Full Bench of the Arbitration Committee may
appeal to the Governing Board against such award within seven days of the receipt by him of such award.
Written Objections and Certificate
296. (a) The party appealing to the Governing Board shall state in writing the objections to the award
of the Full Bench of the Arbitration Committee and shall unless exempted in whole or in part by the
Governing Board or the President deposit with the Exchange in cash the full amount ordered to be
paid or the securities or the value at the ruling market price of the securities ordered to be delivered
in the award. The party placing the deposit shall be deemed to have agreed that such deposit be
handed over by the exchange to the other party in accordance with the terms of the decision in
appeal.
1
2
3
4
Deposit Certificate
(b) A certificate from the Exchange showing that the deposit if any as required by sub-clause (a) has
lodged shall be attached to the appeal and the Governing Board shall not entertain an appeal to
which such certificate is not annexed.
Decision of the Governing Board Final
297. When the deposit certificate is annexed to the appeal the Governing Board shall proceed to hear the appeal
and the decision of the Governing Board shall be deemed final and binding on the parties to the appeal.
Period for Governing Board Award
297A. The Governing Board shall endeavour to make the award within one month of the appeal being filed.
Signing of Award
298. (i) Every award shall be made in writing and shall be signed by those members of the concerned
arbitral tribunal who have participated in making the award.
(ii) For the purposes of clause (i), the signatures of the majority of the members of the concerned
arbitral tribunal who have participated in making the award shall be sufficient so long as the reason
for any omitted signature is stated.
(iii) For the purpose of clauses (i) and (ii) the members of the arbitral tribunal who have participated in
making the award or the majority of such members, as the case may be, may by unanimous
resolution or writing authorise any member or members of the arbitral tribunal to sign the award on
behalf of all the members so authorising. In such event the award shall be considered as duly signed
by all the members so authorising if the award is signed by such authorised member or members.
(iv) The award shall state the reasons upon which it is based, unless -
(a) the parties have agreed that no reasons are to be given; or
(b) the award is on terms agreed between the parties
(v) The award shall state its date and the place of arbitration and the award
(vi) After the award is made, a signed copy shall be delivered to each party.
Members Interested Not to Attend
299. A party to a reference who is a member of the Arbitration Committee or the Governing Board shall not attend
any meeting of the Arbitration Committee or of the Governing Board at which an inquiry into the reference or
appeal is made or at which a reference or appeal is heard.
Adjourned Meeting
300. It shall be no objection to an award of the Arbitration Committee or of the Governing Board that the meeting
at which a reference or appeal was inquired into or a reference or appeal was heard was adjourned from time
to time or that the inquiry was not completed or that the reference or appeal was not finally heard at one
meeting.
Change in Composition
301. It shall be no objection to an award of the Arbitration Committee or of the Governing Board that the composition
of the Arbitration Committee or the Governing Board changed during the inquiry or reference or appeal;
Provided however that no member of the Arbitration Committee or the Governing Board as the case may be
who shall not have been present at every meeting at which inquiry into the reference or appeal was made or
the reference or appeal was heard shall participate in giving the final decision
Summary Dismissal
302. If a party to a reference who has appealed to the Arbitration Committee or to the Governing Board against an
award be not present at the time fixed for hearing the appeal the Arbitration Committee or the Governing
Board as the case may be may dismiss the appeal summarily.
Appeal Ex Parte
303. If a party to a reference in whose favour an award has been made be not present at the time fixed by the
Arbitration Committee or the Governing Board for hearing the appeal against such award the Arbitration
Committee or the Governing Board may proceed to hear the appeal ex parte.
Rehearing Ex Parte Award
304. On sufficient cause being shown the Arbitration Committee may set aside an ex parte award made by the
arbitrators or the Arbitration Committee and the Governing Board may similarly set aside any ex parte award
and in any such case the Arbitration Committee or the Governing Board may direct that the
reference or the appeal be again enquired into or heard.
Remission of Award
305. The Governing Board in its discretion may within fifteen days of an award remit the award of any matter
referred to arbitration to the arbitrators or the Arbitration Committee upon such terms as it thinks fit and
thereupon the arbitrators or the Arbitration Committee shall reconsider the matter and either confirm or revise
the previous decision.
Fresh Reference on Non-compliance

with Award when allowed
306. Whenever an award directs that certain acts or things be done by the parties to the reference and a party fails
to comply with such direction the other party may make a fresh reference for a future award for determining
the dispute outstanding or the amount of damages or compensation payable by reason of such failure.
Late Claims Barred
307. (i) The Arbitration Committee shall not take cognisance of any claim, complaint, difference or
dispute unless the same has been referred to it within six months of the last date of the concerned
settlement. Any dispute as to whether a claim, complaint, difference or dispute falls within the ambit
of this clause shall be decided by the Lower Bench.
(ii) The Arbitration Committee shall not take cognisance of any claim, complaint, difference or dispute
relating to a company objection in respect of a bad delivery where the Company has issued an
objection memo as required by the applicable good/bad delivery guidelines unless the same has
been referred to it within the time limit prescribed from time to time by the Securities and Exchange
Board of India’s guidelines, rules or regulations relating to bad delivery. Any dispute as to whether
any claim, complaint, difference or dispute falls within the ambit of this clause shall be decided by
the Lower Bench.
(iii) If a member who desires to refer a dispute to arbitration after the period specified in clause (i) or (ii),
as may be applicable, satisfies the Executive Director that he had sufficient cause for not making
the reference within such period then the Executive Director may extend the period to such further
period as the Executive Director thinks fit and proper. In such event, the Arbitration Committee may
take cognisance of the claim, complaint, difference or dispute if it is referred to arbitration within
such extended period. Before deciding whether or not to extend the period under this clause, the
Executive Director shall afford an opportunity to be heard to the member applying for the extension
as also to the member or members against whom the reference is proposed to be filed.
(iv) Every decision of the Executive Director under this Bye-law shall be in writing and shall take the
reasons for the decision.
(v) A member aggrieved by a decision of the Executive Director declining to extend the period may file
an appeal to the Governing Board within seven days of the Exchange informing him in writing of the
Executive Director’s decision.
Extension of Time
308. The Governing Board may for special reasons extend the time within which a reference to arbitration or an
appeal against any award of the arbitrators or the Arbitration Committee may be made whether the time for
making the same has expired or not.
Extension of Time for Making an Award
309. The Governing Board may if deemed fit whether the time for making the award has expired or not and whether
the award has been made or not extend from time to time the time for making an award.
Remedies at Law
310. The Arbitration Committee or the Governing Board may decline to hear a reference or an appeal or may
dismiss any reference or appeal at any time during the proceedings and refer the parties to their remedies at
law and it shall so refer them upon the joint request of the parties.
Penalty on Failure to Submit to or Abide

by Award in Arbitration
311. A member who fails or refuses to submit to or abide by or carry out any award in arbitration between
members as provided in these Bye-laws and Regulations shall be expelled by the Governing Board and
thereupon the other party shall be entitled to institute legal proceedings to enforce the award under the Civil
Procedure Code 1908 (5 of 1908) in the same manner as if it is a decree of the court.
Setting aside of Award and Fresh Reference
311A. (1) An arbitration award may be set aside by the court on an application made under Section 34 of
the Arbitration and Conciliation Act, 1996 on the grounds mentioned in that section.
(2) Whenever an award made under these Bye - laws and Regulations is set aside by the court, the
matter shall be again referred to arbitration as provided in these Bye - laws and regulations and the
claims, differences and disputes shall be decided by arbitration only.
Correction and Interpretation of Award :
311B. (1) Within 15 days of the receipt of the arbitral award;
(a) Any party to an arbitration agreement, with notice to the other party, may request the
arbitral tribunal to correct any computational error, any arithmetical error, any clerical or
typographical error or any other error of a similar nature occurring in the award;
(b) A party with notice to the other party, may request the arbitral tribunal to give an interpreta-
tion of a specific point or part of the award.
(2) If the arbitral tribunal consider the request made under clause (1) to be justified, it may make the
correction or give the interpretation and the interpretation shall form part of the award.
(3) The arbitral tribunal may on its own correct the errors of the type indicated in sub clause (a) of clause
(1) within 10 days of making the award. An intimation of such correction shall be given to the parties
in case correction is made after delivering uncorrected copy of the award to the parties and cor-
rected copies of the award shall be given to the parties.
(4) A party with notice to the other party may request the arbitral tribunal within 15 days of receipt
of the award, to make an additional award as to claims presented in the arbitral proceedings,
but omitted from the arbitral award.
additional arbitral award within 7 days of the receipt of such request.
Arbitration Fees
312. The parties desiring to make a reference to arbitration or proceed in appeal shall pay in advance the fees
prescribed in the relative Regulation1 or such other fees as the Governing Board may from time to time
prescribe in modification or substitution thereof.
Payment of Fees
313. Unless otherwise directed in the award the party against whom the award is finally made shall pay all fees
paid by the other party to the reference in connection with the arbitration proceedings.
Assistance in Conduct of Arbitration Proceedings
314. No legal Practitioner shall be permitted to plead or act for the parties to Arbitration at any level of the
Arbitration including the appeals. The parties may be permitted by the Arbitrator to have assistance of
a duly authorised next friend in the conduct of Arbitration Proceedings.
Complaint by Non-Member
315. (a) Notwithstanding anything to the contrary contained in these Bye - laws and Regulations in special
cases when the permission of the Governing Board, the President or the Executive Director has
been previously obtained a complaint by a non-member against a member or any claim, difference
or dispute between a non-member and a member may be referred at the instance of the non-member
to arbitration in accordance with the Bye-laws and Regulations relating to arbitration between mem-
bers and thereupon the member concerned shall submit to such arbitration.
Form of Reference
(b) The Governing Board or the President or the Executive Director may in its or his sole discretion grant
or refuse permission applied for as provided in sub-clause (a) and an application for this purpose
shall not be considered unless the non-member first signs and submits the Form of Reference
prescribed in the relative Regulation2 or such other Form of Reference as the Governing Board may
from time to time prescribe in modification or substitution thereof.
Dispute Resolution Officers & Umpires
315A. (i) The Executive Director and, in the absence of the Executive Director, the Governing Board,
shall -
(a) from time to time appoint one or more Dispute Resolution Officers from amongst its
employees for such period, if any, as may be specified; and
(b) at any time revoke the appointment of any Dispute Resolution Officer without being
required to assign any reason.
1
Regulation 16.
2
Regulation 16.
(ii) The Arbitration Committee shall -
(a) from time to time appoint one or more Umpires from amongst the Exchange’s employees
for such period, if any, as may be specified; and
(b) at any time revoke the appointment of any Umpire without being required to assign any
reason.
References and Appeals to Dispute

Resolution Officers & Umpires
315B. (i) If a member (hereinafter referred to as “the Receiving Member”) who has received delivery of a
document or an objection memo from a company through the Clearing House is of the view, on a
scrutiny of the document or objection memo, that the same does not constitute good delivery or a
valid objection and therefore desires to return the document/objection memo to the member who
delivered the document/objection memo to the Receiving Member through the Clearing House (here-
inafter referred to as “the Delivering Member’) then the Receiving Member may, within such period as
the Governing Board may prescribe, apply to a Dispute Resolution Officer for his decision as to
whether the documents constitute bad delivery or whether the objection memo constitutes a valid
objection. If the Receiving Member does not apply to the Dispute Resolution Officer for a decision
within the period prescribed by the Governing Board then the procedure provided in this Bye-law
shall not apply and the Receiving Member may refer his claim or dispute relating to the documents/
objection memo to arbitration under Bye-law 284.
(ii) Not withstanding anything stated in 315 B(i) or Bye-law 282 (A), if a member is declared a defaulter
then all proceedings pending before a Dispute Resolution Officer or Umpire at the time of declaration
of default and all matters to be thereafter referred to a Dispute Resolution Officer or a
Umpire shall be referred to Arbitration in accordance with the provisions relating to Arbitration be-
tween members.
(iii) Every such application for arbitration to a Dispute Resolution Officer shall mention the number (or
other detailed reference in the absence of a number) of the rule, bye-law, regulation, guideline,
direction or instruction on the basis of which the Receiving Member is contending that the
document does not constitute good delivery or that the objection memo does not constitute a valid
objection failing which the Dispute Resolution Officer shall not proceed with the application.
(iv) The proceedings before the Dispute Resolution Officer shall be summary in nature. The Dispute
Resolution Officer shall not be required to give any party any notice or an opportunity to reply or be
heard unless the Dispute Resolution Officer is of the view that, on the facts of that reference, any,
some or all of the parties to the claim, complaint, difference or dispute are required to be heard. In
the latter case, the Dispute Resolution Officer may give to the concerned parties an opportunity to
be heard by serving upon them not less than two hours’ notice and the provisions of Bye-laws 287
and 288 shall apply mutatis mutandis.
(v) If the Dispute Resolution Officer determines that the documents constitute good delivery or that the
company’s objection memo constitutes a valid objection, the Receiving Member shall not be entitled
to return the documents or the objection memo to the Delivering Member on the ground of bad
delivery/invalid objection memo. However, if the Receiving Member does not accept the Dispute
Resolution Officer’s decision that the documents constitute good delivery or that the objection memo
constitutes a valid objection, the Receiving Member may prefer an appeal to an Umpire appointed by
the Arbitration Committee within three days of the Dispute Resolution Officer’s award or a copy of
the award being received by the Receiving Member.
(vi) If the Dispute Resolution Officer decides that the documents constitute bad delivery or that the
company’s objection does not constitute a valid objection, the Receiving Member shall be entitled to
return the documents/objection memo to the Clearing House on the ground of bad delivery or invalid
objection for being in turn returned to the Delivering Member. However, if the Delivering Member does
not accept the Dispute Resolution Officer’s decision that the documents constitute bad delivery or
that the objection memo does not constitute a valid objection, the Delivering Member may prefer an
appeal to an Umpire within three days of the Dispute Resolution Officer’s award or a copy of the
award being received by the Delivering Member.
(vii) The provisions of Bye-laws 287, 288, 300, 301, 302, 303, 312 and 313 shall unless inconsistent with
this or any other Bye-law or regulation relating to Dispute Resolution Officers or Umpires, mutatis
mutandis apply to references to and arbitration proceedings before a Dispute Resolution Officer and
an Umpire so far as the same may be applicable.
(viii) Every award by a Dispute Resolution Officer or Umpire shall be in writing, shall state the reasons for
the award and shall be signed by the Dispute Resolution Officer or the Umpire.
(ix) The Delivering Member or the Receiving Member (or both) may prefer an appeal to the Full Bench of
the Arbitration Committee from an award of an Umpire within three days of the award or a copy of the
award being received by the member seeking to prefer the appeal. The provisions of these Bye-laws
relating to appeals to the Full Bench shall apply mutatis mutandis to the appeals preferred to the
Full Bench under this clause.
Forms
315C. The Governing Board may from time to time prescribe forms for the purposes of these Bye-laws including
forms in which the reference should be made, any notice should be given, the award should be passed and
in which any appeal may be preferred.
Member
315D. For the purposes of this chapter the term “member” shall include, and shall always be deemed to have
included, a former member of the Exchange who was a member of the Exchange at the time when the
concerned bargain, dealing, transaction or contract was entered into.
Limitation
315E. (1) Claims against defaulter members :
(a) No claim which has arisen or has become due before a member has been declared
defaulter as per the Rules, Bye-laws and Regulations of the Exchange, shall be entertained
against him by the arbitrators after the expiry of six months from the day the member is
declared defaulter.
(b) No claim which has arisen after a member has been declared defaulter as per the Rules,
Bye-laws & Regulations of the Exchange shall be entertained against him by the arbitrators
after the expiry of six months from the day the claim arises or becomes due.
(c) Whether the claim falls within the period of limitation provided in Clause (a) and (b) shall be
decided by the arbitrator and in case he finds that it does not fall within the period specified
therein, he shall dismiss the application for reference to arbitration. He may admit the
application after the prescribed period if the applicant satisfies him that there is sufficient
cause for not making the application within such period as provided in section 5 of the
Limitation Act, 1963.
(2) Application of Limitation Act, 1963 :
Subject to 1(a) to (c) and special provisions made in these Bye-Laws providing limitation for
making various applications, for preferring appeals and for taking other steps in the conduct of
Arbitration proceedings or in the proceedings before the Dispute Resolution Officers, all the
provisions of Limitation Act, 1963 or other Law relating to limitation as may be in force in India from
time to time shall apply to Arbitrations under this chapter as they apply to Proceedings in Court.
Adjournment Costs
315F. The Governing Board, the Arbitration Committee, a Lower Bench, a Dispute Resolution Officer, an
Umpire and an Arbitration Officer shall not be obliged to adjourn a hearing on the request of any party.
However, in the event of an adjournment being granted, the Governing Board, the Arbitration Committee, a
Lower Bench, a Dispute Resolution Officer, an Umpire and/or an Arbitration Officer shall be entitled to direct
the party requesting the adjournment to pay to the other party/parties such amount as costs as the Govern-
ing Board, the Arbitration Committee, the Lower Bench, a Dispute Resolution Officer, an Umpire or the
Arbitration Officer thinks fit and proper.
Appeal/reference Period Ending on Holiday
315G. If the period within which any reference or appeal is required to be filed ends on a day on which the offices
of the Exchange are not open for filing such reference or appeal, then the appeal may be filed on the next
day after such period on which the offices of the Exchange are open for filing such a reference or appeal.
Award to Adjudge Interest
315H. Where and in so far an award is for the payment of money the arbitral tribunal may adjudge in the award the
interest to be paid on the principal sum adjudged for any time prior to the institution of the arbitration
proceedings and may also adjudge the additional interest on such principal sum as is deemed reasonable
for the period from the date of the institution of the arbitration proceedings to the date of the award and
further interest on the aggregate sum so adjudged at such rate as is deemed reasonable from the date of
the award to the date of payment or the date of the decree. A sum directed to be paid by the Arbitral Award
shall, unless the award otherwise directs, carry interest at the rate of 18 percent per annum from the date
of award to the date of payment.
Ministerial Duties
315I. The Secretary and the employees of the Exchange acting under his authority shall -
(i) maintain a register of references;
(ii) Receive all applications for arbitration, references and communications addressed by the parties
before or during the course of arbitration or otherwise in relation thereto;
(iii) receive payment of all costs, charges, fees and other expenses;
(iv) give notices of hearing and all other notices to be given to the parties before or during the course of
the arbitration or otherwise in relation thereto;
(v) communicate to parties all orders and directions of the arbitrator;
(vi) receive and record all documents and papers relating to the reference and keep in custody all such
documents and papers except such as the parties are allowed to retain;
(vii) publish the award on behalf of the arbitrator;
(viii) To enter the award and any changes therein in the register of references.
(ix) generally do all such things and take all such steps as may be necessary to assist the arbitrator in
the execution of their functions.
The Secretary or the Exchange shall not be obliged to maintain records of any transaction or matter for a
period longer than 5 years after the date of occurrence of such transaction or matter.
Indemnity
315J. No party shall bring or prosecute any suit or proceedings whatever against the Exchange, the Governing
Board, the President, the Secretary or any employee or employees of the Exchange acting under his
authority or against the arbitrators for or in respect of any matter or thing purporting to be done under these
Bye-laws and Regulations nor any suit or proceedings (save for the enforcement of the award) against the
other party or parties to the reference.
Removal of difficulties
315K. If any difficulty arises in giving effect to these Bye-laws in the conduct of arbitration, resort may be had to the
provisions of Part I of the Arbitration and Conciliation Act, 1996, which are not inconsistent with these Bye-
laws.
Administrative Assistance
315L. The Exchange shall render all secretarial and other assistance for the conduct of arbitration proceedings by
appointing adequate staff and by providing proper accommodation, stationery and other facilities.
The Secretary of the Arbitration Division with the help of the assistants shall maintain all registers, files and
records of arbitrations in proper order and shall be responsible for keeping them upto date. He shall
maintain statistics of all pending and disposed off references and at the end of each quarter shall
report to the Governing Board of the Exchange the number of pending references at the commencement of
every month, references received during the month and the references disposed off. He shall report the
references pending for more than four months, with the reasons for the delay and the steps taken for the
early disposal of those references and shall carry out the directions issued by the Governing Board from
time to time. The Secretary shall also arrange to issue certified copies of the documents, awards and other
proceedings to the parties on receiving the charges fixed by the Governing Board from time to time and shall
render all other assistance for enforcement of the awards.
Maintenance/Disposal of Arbitration Record
315M. The Exchange shall adopt the following in respect of disposal of the Arbitration Records:
1) The original arbitration award with acknowledgements shall be preserved permanently.
2) Records pertaining to arbitration Proceedings/ Submissions/ Forms etc. shall be preserved for a
period of 5 years from the date of the award, if no appeal for setting aside the award is filed before the
Court of Law.
3) In case, an appeal is filed before the Court of Law, the records shall be preserved for a period of five
years from the date of final disposal of the matter by the Court. Further, where any order / judgement
of any Court of Law in respect of award is received, certified copy of the same shall be retained
permanently along with the original award.
4) The destruction of records shall be subject to the previous order in writing of the Executive Director
of the Exchange.
5) The Exchange shall maintain a register wherein the brief particulars of the records destroyed shall
be entered, alongwith the certification regarding the date and mode of destruction.
Provided further that this Bye-law shall also be applicable to all arbitration awards, passed prior to this Bye-
law coming into effect and the Arbitration Records meeting the criterion as above on the date of this Bye-law
coming into effect, will be destroyed in the manner specified.
DEFAULT
Declaration of Default
316. A member 1 { may } be declared a defaulter by direction of the Governing Board or the 2 { Cheif Executive Officer
and in his absence the Chief Operating Officer } -
(i) if he is unable to fulfil his engagements; or
(ii) if he admits or discloses his inability to fulfil or discharge his engagements, obligations and liabilities;
or
(iii) if he fails or is unable to pay within the specified time the damages and the money difference due
on a closing-out effected against him under these Bye-laws and Regulations; or
(iv) if he fails to pass Claim Notes to members (provided that fact is reported to the Exchange by the
member not receiving the Claim Note before the Pay-in Day fixed for that Clearing) or to pay any
sum due to the Clearing House or to submit or deliver to the Clearing House on the due date the
Delivery and Receive Orders, Statement Sheets of Differences and Securities, Balance Sheet and
such other Clearing Forms as the Governing Board may from time to time determine
provided that in any such case the declaration of default may be delayed if deemed proper upto but
not beyond the Settling Day fixed for that Clearing; or
(v) if he fails to pay or deliver to the Defaulters’ Committee all monies, securities and other assets due
to a member who has been declared a defaulter within such time of the declaration of default of
such member as the Governing Board or the President may direct; or
3
(vi) if he fails to pay any sum payable by him to the Trade Guarantee Fund 4 {or}
5
(vii) he fails to fulfil or discharge any obligation or liability under an Approved Scheme (asdefined by
Bye-law 418) or under any borrowing, lending, contracts, dealings ortransactions under or pursuant
to an Approved Scheme.
Provided that the Governing Board or the 6 { Chief Executive Officer and in his absence the Chief Opertaing
Officer } may not declare a member as a defaulter if his default is of a sum less than the value of the Base
Capital and Additional Capital of the member with the Exchange, all refundable contributions by the mem-
ber to the Trade Guarantee Fund, and any other marketable securities, money and bank guarantee fur-
nished by the member to the Exchange and accepted by the exchange; and , in such case, the Exchange
may realise and utilise the Base Capital , Additional Capital, refundable contributions, such securities,
money and guarantee to discharge the members’, obligations and liabilities and suspend the member’s
membership rights.
1
Substituted by SEBI on 09.05.97 and adopted by the Governing Board on 10.05.97.
2
Inserted by SEBI on 09.05.97 and adopted by the Governing Board 10.05.97.
3
Inserted by SEBI on 09.05.97 and adopted by the Governing Board 10.05.97
4
Inserted by SEBI on 09.05.97 and adopted by the Governing Board on10.05.97.
5
6
1
316A. Subject to the provisions of Bye-law 316, where a member has failed to pay his settlement dues to the
Clearing House, the Governing Board or the President shall declare the member as a defaulter before the
pay out is declared;
Provided that nothing in this Bye-law shall prevent the Governing Board or the President from declaring the
member as a defaulter after the declaration of the pay out if the member was for any reason not declared as
a defaulter before the pay out.
Failure to Fulfil Obligation to Non-Members
317. The Governing Board may order a member to be declared a defaulter if he fails to meet an obligation to a
member or non-member arising out of a Stock Exchange transaction.
Insolvent a Defaulter
318. A member who has been adjudicated an insolvent shall be ipso facto declared a defaulter although he may
not be at the same time a defaulter on the Exchange.
Member’s Duty to Inform
319. A member shall be bound to notify the Exchange immediately if there be a failure by any member to
discharge his liabilities in full.
Compromise Forbidden
320. A member guilty of accepting from any member anything less than a full and bonafide money payment in
settlement of a debt arising out of a transaction in securities shall be suspended for such period as the
Governing Board may determine.
Notice of Declaration of Default
321. On a member being declared a defaulter a notice to that effect shall be posted forthwith on the notice board
of the Exchange.
Defaulter’s Books and Documents
322. When a member has been declared defaulter the Defaulter’s Committee shall take charge of all his books
of accounts, documents, papers and vouchers to ascertain the state of his affairs and the defaulter shall
hand over such books, documents, papers and vouchers to the Defaulters’ Committee.
List of Debtors and Creditors
323. The defaulter shall file with the Defaulter’s Committee within such time of the declaration of his default as
the Governing Board or the President may direct a written statement containing a complete list of his
debtors and creditors and the sum owing by and to each.
1
Defaulter to Give Information
324. The defaulter shall submit to the Defaulter’s Committee such statement of accounts, information and par-
ticulars of his affairs as the Defaulters’ Committee may from time to time require and if so desired shall
appear before the Committee at its meeting in connection with his default.
Inquiry
325. The Defaulters’ Committee shall enter into a strict inquiry into the accounts and dealings of the defaulter in
the market and shall report to the Governing Board anything improper, unbusiness like or unbecoming a
member in connection therewith which may come to its knowledge.
Defaulter’s Assets
326. The Defaulters’ Committee shall call in and realise the security and margin money and securities deposited
by the defaulter and recover all monies, securities and other assets due, payable or deliverable to the
defaulter by any other member in respect of any transaction or dealing made subject to the Rules, Bye-laws
and Regulations of the Exchange and such assets shall vest in the Defaulters’ Committee for the benefit
and on account of the creditor members.
1
326A. Notwithstanding anything stated in Bye-law 326, where a member is declared a defaulter on or subse-
quent to the date on which the Trade Guarantee Fund becomes operational, the provisions of Bye-law
326 shall be inapplicable and in such case the Defaulters’ Committee shall call in and realise the
security and margin money and securities deposited by the defaulter and recover all money, securities
and other assets due, payable or deliverable to the defaulter by any other member in respect of any
transaction or dealing made subject to the Rules, Bye-laws and Regulations of the Exchange and
such assets shall vest in the Defaulters’ Committee and shall be dealt with by the Defaulters’ Committee
in accordance with the relevant Regulations made under Bye-law 353B.
Payment to Defaulters’ Committee
327. All monies, securities and other assets due, payable or deliverable to the defaulter must be paid or delivered
to the Defaulters’ Committee within such time of the declaration of default as the Governing Board or the
President may direct. A member violating this provision shall be declared a defaulter.
Fraudulent Preference
328. A member who shall have received a difference on an account or shall have received any consideration in
any transaction prior to the date fixed for settling such account or transaction shall in the event of the
member from whom he received such difference or consideration being declared a defaulter refund the same
to the Defaulters’ Committee for the benefit and on account of the creditor members. Any member who
shall have paid or given such difference or consideration to any other member prior to such settlement day
shall again pay or give the same to the Defaulters’ Committee for the benefit and on account of the creditor
members in the event of the default of such other member.
1
1
328A. Notwithstanding anything stated in Bye-law 328, where a member is declared a defaulter on or
subsequent to the date on which date the Trade Guarantee Fund becomes operational, the provisions of
Bye-law 328 shall be inapplicable and in such case a member who shall have received a difference on an
account or shall have received any consideration in any transaction prior to the date fixed for setting
such account or transaction shall in the event of the member from whom he received such difference or
consideration being declared a defaulter on or subsequent to such date as the Governing Board may
specify in this behalf refund the same to the Defaulters’ Committee for being dealt with by the Defaulters’
Committee in accordance with the relevant Regulations made under Bye-law 353B. Notwithstanding
anything stated in Bye-law 328, any member who shall have paid or given such difference or consider-
ation to any other member prior to such settlement day shall, in the event of the default of such other
member on or subsequent to such date as the Governing Board may specify in this behalf, again pay or
give the same to the Defaulters’ Committee for being dealt with by the Defaulters’ Committee in accor-
dance with the relevant Regulations made under Bye-law 353B.
Preferential Difference
329. A member who receives from another member during any Clearing a Claim Note or Credit Note representing
a sum other than a difference due to him or due to his constituent which amount is to be received by him on
behalf and for the account of that constituent for that Clearing shall refund such sum if such other member
be declared a defaulter within seven days after the Settling Day. Such refund shall be made to the Default-
ers’ Committee for the benefit and on account of the creditor members and it shall be applied in liquidation
of the claims of such creditor members whose claims are admitted in accordance with these Bye-laws and
Regulations.
2
329A. Notwithstanding anything stated in Bye-law 329, where a member has been declared a defaulter on or
subsequent to the date on which the Trade Guarantee Fund becomes operational, the provisions of Bye-
law 329 shall be inapplicable and in such case a member who receives from another member during any
Clearing a Claim Note or Credit Note representing a sum other than a difference due to him or due
to his constituent which amount is to be received by him on behalf and for the account of that constituent
for that Clearing shall refund such sum if such other member be declared a defaulter within seven days after
the Settling Day. In such a case, such refund shall be made to the Defaulters’ Committee for being
applied in accordance with the relevant Regulations made under Bye-law 353B.
Distribution
330. The Defaulters’ Committee shall at the risk and cost of the creditor members pay all assets received in the
course of realisation into such bank and/or keep them with the Clearing House in such names as the
Governing Board may from time to time direct and shall distribute the same as soon as possible pro rata
upto sixteen annas in the Rupee but without interest among the creditor members whose claims are
admitted in accordance with these Bye-laws and Regulations.
1
Inserted by SEBI on 09.05.97 and adopted by Governing Board on 10.05.97.
2
1
law 330 shall be inapplicable and in such case the Defaulters’ Committee shall at the risk and cost of the
creditors of the defaulter pay all assets received in the course of realisation into such bank and/or keep
them with the Clearing House in such names as the Defaulters’ Committee may from time to time
determine and shall apply the same as soon as possible in accordance with the relevant Regulations
made under Bye-law 353B.
Confirmed or Altered Making-up Prices and Hammer Prices
331. On a member being declared a defaulter the Governing Board shall fix hammer prices on the basis of the
prices recorded in the closing-out if any against the defaulter and/or the average of the prices ruling in the
market within half an hour of its opening after the declaration of default. The making-up prices in respect of
the current Clearing in which the member was declared a defaulter shall be either confirmed or altered by
the Governing Board keeping in view the hammer prices.
Adjustment at Confirmed or Altered Making-up Prices
332. (a) Members having transactions with the defaulter in the current Clearing in which his default was
declared shall adjust their accounts at the confirmed or altered making-up prices.
Closing-out At Hammer Prices
(b) Members having open transactions with the defaulter in the ensuing Clearing that is in the Clearing
following the one in which his default was declared shall be deemed to have closed-out such trans-
actions at the hammer prices.
Closing-out in Open Market
(c) Members having open transactions with the defaulter in Non-Cleared Securities shall close-out such
transactions in the open market immediately after the declaration of default.
Adjustment of Accounts with Defaulter
333. Members having transactions with the defaulter shall adjust their accounts with the defaulter at the
confirmed or altered making-up prices, hammer prices and closing-out prices as provided in these Bye-laws
and Regulations. The difference arising from such adjustment shall as the case may be either claimed from
the defaulter or paid to the Defaulters’ Committee for the benefit of members who are creditors of the
defaulter.
2
333A. Notwithstanding anything stated in Bye-laws 331, 332 or 333, where a member has been declared a
defaulter on or subsequent to the date on which the Trade Guarantee Fund becomes operational, the
provisions of Bye-laws 331, 332 and 333 shall be inapplicable and in such case closing-out, adjustment,
settlement or cancellation shall be effected against the defaulter only if required by the relevant
Regulations made pursuant to Bye-law 353B and in such case the closing-out, adjustment, settlement
or cancellation shall be effected in accordance with the provisions of the relevant Regulations made
pursuant to Bye-law 353B. The difference, if any, arising from such closing-out, adjustment, settlement
or cancellation shall as the case may be either claimed from the defaulter or paid to the Defaulters’
Committee for being applied in accordance with the relevant Regulations made under
Bye-law 353B.
1
2
Inserted by SEBI on 09.05.97and adopted by Governing Board on 10.05.97.
Claim Against Defaulter
334. Within such time of the declaration of default as the Governing Board or President may direct every member
carrying on business on the Exchange shall according as he may be required to do either compare with the
Defaulters’ Committee his accounts with the defaulter duly adjusted and made up as provided in these Bye-
laws and Regulations or furnish a statement of such accounts with the defaulter in such form or forms as the
Governing Board may prescribe or render a certificate that he has no such account.
Delay in Comparison or Submission of Accounts
335. Any member failing to compare his accounts or send a statement or certificate relating to a defaulter within
the time prescribed shall be called upon to compare his accounts or send such statement or
certificate within such further time as may be specified.
Penalty for Failure to Compare or Submit Accounts
336. The Governing Board may fine, suspend or expel any member who fails to compare his accounts or submit
a statement of his accounts with the defaulter or a certificate that he has no such account within the
prescribed time.
Misleading Statement
337. The Governing Board may fine, suspend or expel a member if it is satisfied that any comparison statement
or certificate relating to a defaulter sent by such member was false or misleading.
Accounts of Defaulters’ Committee
338. The Defaulters’ Committee shall keep a separate account in respect of all monies, securities and other
assets payable to a defaulter which are received by it and shall defray therefrom all costs, charges and
expenses incurred in or about the collection of such assets or in or about any proceedings it takes in
connection with the default.
Report
339. The Defaulters’ Committee shall every six months present a report to the Governing Board relating to the
affairs of a defaulter and shall show the assets realised, the liabilities discharged and dividends given.
Inspection of Accounts
340. All accounts kept by the Defaulters’ Committee in accordance with these Bye-laws and Regulations shall
be open to inspection by any creditor member.
1
{Provided that no creditor member shall be entitled to inspection of any accounts relating to the Trade
Guarantee Fund.}
1
Scale of Charges
341. The charges to be paid to the Exchange on the assets collected shall be 5 per cent on the first Rs. 5,000
collected or part thereof and 2 per cent on any sum in excess of Rs. 5,000 or such other as the Governing
Board may from time to time prescribe.
Application of Assets
342. The Defaulters’ Committee shall apply the net assets remaining in its hands after defraying all such costs,
charges and expenses as are allowed under these Bye-laws and Regulations in satisfying first the claim of
the Exchange and the Clearing House and then rateably such admitted claims of members against the
defaulter arising out of contracts entered into in the market in accordance with the provisions of the Rules,
Bye-laws and Regulations of the Exchange.
1
law 342 shall be inapplicable and in such case the Defaulters’ Committee shall, after defraying all such
costs, charges and expenses as are allowed under these Bye-laws and Regulations, apply the net assets
remaining in its hands in accordance with the provisions of the relevant Regulations made pursuant to
Bye-law 353B.
Certain Claims Not to be Entertained
343. The Defaulters’ Committee shall not entertain any claim against a defaulter -
(i) which arises out of a contract in securities dealings in which are not permitted or which are not made
subject to the Rules, Bye-laws and Regulations of the Exchange 2 { or in which the claimant has
either not paid himself or colluded with the defaulter in the evasion of margin payable on bargains in
any security; }
(ii) which arises out of a contract in respect of which comparison has not been made in the manner
prescribed in these Bye-laws and Regulations or when there has been no comparison if a contract
note in respect of such contract has not been rendered as provided in these Bye-laws and Regula-
tions and receipt thereof obtained either on the duplicate or on the counterpart of such contract note
or in a peon book stating the date and the number of the contract note rendered;
(iii) which arises from bargains not settled by delivery and payment within the time prescribed by these
Bye-laws and Regulations; which arises from any arrangement for settlement of claims in lieu of
bonafide money payment in full on the day when such claims becomes due;
(iv) which arises from any outstanding balance or any outstanding difference upon previous transactions
which has not been claimed at the proper time and in the manner prescribed in these Bye-laws and
Regulations;
(v) which is in respect of a loan with or without security;
1
2
(iv) which is not filed with the Defaulters’ Committee within such time of the date of declaration of default
as may be prescribed by the Governing Board.
Claim Against Defaulting Representative Member
344. The Defaulters’ Committee shall entertain the claim of a member against a defaulter in respect of loss
incurred by him by reason of the failure of the constituents introduced by such defaulter to fulfil their
obligations arising out of transactions in securities dealings in which are permitted on the Exchange and
made subject to the Rules, Bye-laws and Regulations of the Exchange provided the defaulter was duly
registered as a representative member working with such creditor member.
1
{ Provided that such claim shall not be entitled to receive any benefit from the Trade Guarantee Fund.}
Differences Due
345. Any difference due to or from a defaulter in the current Clearing shall be allowed to be set off against that due
in the ensuing Clearing.
2
subsequent to the date on which the Trade Guarantee Fund becomes operational, the provisions of Bye-law
345 shall be inapplicable and in such case any difference due to or from a defaulter in the current Clearing
shall not be set off against that due in the ensuing Clearing unless so permitted or directed by the
Defaulters’ Committee.
Claims of Defaulter’s Committee
346. A claim of one defaulter whose estate is represented by the Defaulters’ Committee against another defaulter
shall not have any priority over the claims of other creditor members but shall rank with other claims.
Assignment of Claims on Defaulters’ Estate
347. A member being a creditor of a defaulter shall not sell, assign or pledge his claim on the estate of such
defaulter without the consent of the Governing Board.
Proceedings in Name of Defaulter
3
348. { Without prejudice to the powers conferred upon the Defaulters’ Committee under the other Rules, Bye-
laws and Regulations } Defaulters’ Committee with the consent of the 4 {Governing Board} shall be entitled
to take any proceedings in a court of law either in its own name or in the name of the defaulter as it may be
advised for recovering any assets 5 { or dues } of the defaulter.
1
2
3
Substituted by SEBI on 09.05.97 and adopted by Governing Board on 10.05.97.
4
Substituted by SEBI on 09.05.97and adopted by Governing Board on 10.05.97.
5
Substituted by SEBI on 09.05.97 and adopted by Governing Boardon 10.05.97.
Payment to Defaulters’ Committee
349. If any member takes any proceedings in a court of law against a defaulter whether during the period of his
default or subsequent to his readmission to enforce any claim against the defaulter’s estate arising out of
any transaction or dealing in the market made subject to the Rules, Bye-laws and Regulations of the
Exchange before he was declared a defaulter and obtains a decree and recovers any sum of money thereon
he shall pay such amount or any portion thereof as may be fixed by the Governing Board to the Defaulters’
Committee for the benefit and on account of the creditor members having claims against such defaulter.
law 349 shall be inapplicable and in such case if any member takes any proceedings in a court of law
against such defaulter whether during the period of his default or subsequent to his readmission to
enforce any claim against the defaulter’s estate arising out of any transaction or dealing made subject
to the Rules, Bye-laws and Regulations of the Exchange before he was declared a defaulter and
obtains a decree and recovers any sum of money thereon he shall pay such amount or any portion
thereof as may be fixed by the Governing Board to the Defaulters’ Committee for being applied in
accordance with the relevant Bye-laws.
General Notice of Dividend
350. A notice of any dividend declared by the Defaulters’ Committee shall be posted on the notice board of the
Exchange.
Payment of Dividend
351. Dividends declared shall be paid to each creditor member either by crediting his account with the Clearing
House or in such other manner as the Governing Board or the President directs. Creditor members who do
not maintain an account with the Clearing House shall be paid such dividends on application.
Unclaimed Dividend
352. If any dividend which has been declared on claims admitted by the Defaulters’ Committee but which the
creditor entitled (except in the case of a creditor who shall have died) has failed or neglected to claim remains
with the Defaulters’ Committee unclaimed for more than one year or where after paying a final dividend any
assets of the defaulter remain unclaimed or undistributed the same shall be dealt with or disposed of by the
Governing Board on behalf of the creditors.
Deceased Creditors
353. If any member who is a creditor of a defaulter be dead the dividend due to such member shall be paid to his
legal representative or heirs on application even when the right of nomination has been exercised in respect
of such deceased creditor member. But if such deceased creditor be himself a defaulter the dividend due
shall be paid to the Defaulters’ Committee for the benefit and on account of the creditor members.
1
353A. In the event of a member being declared a defaulter in accordance with the Rules, Bye-laws and Regulations
of the Stock Exchange, all amounts due to such member from a non-member under a contract issued to
such member shall be payable on the due date to the Trustees of the Stock Exchange Customers’ Protec-
tion Fund on demand in accordance with the Rules of the above Fund and the Trustees of the above Fund
shall thereafter disburse the same in accordance with those Rules.
1
PROHIBITIONS AND PENALTIES
Void Contracts
354. (a) A member shall not enter into the following contracts and any such contracts if entered into in
contravention of the provisions in that behalf contained in these Bye-laws and Regulations shall be
void :
(i) contracts for the Clearing in other than Cleared Securities;
(ii) contracts for a period beyond the current and ensuing Clearings in Cleared Securities;
(iii) contracts for hand delivery for a period beyond fourteen days save as provided in these
Bye-laws and Regulations;
(iv) contracts for special delivery without the permission of the Governing Board or the
President as provided in these Bye-laws and Regulations;
(v) contracts(other than specific bargains) for purchase and sale of securities dealings in
which are not permitted on the Exchange;
(vi) contracts for the purchase and sale of prospective dividends;
1
(vii) Carry-Over contracts between members and their constituents either as agent to principal
or as principal to principal in respect of which contract notes are not rendered to constituents
at the special making-up price as provided in these Bye-laws and Regulations.
Options
2
(b) {Any contracts or dealings in options which are not in accordance with the Rules, Bye-Laws and
Regulations of the Exchange as well as of the Derivative Segment of the Exchange and the provi-
sions of the Securities Contracts (Regulation) Act,1956 shall be illegal.}
Penalty for Breach of Bye-laws and Regulations
355. (a) Every member shall be liable to expulsion or suspension or withdrawal of all or any membership
rights and/or to payment of fine and/or to be censured, reprimanded or warned for contravening,
disobeying, disregarding or wilfully evading any of these Bye-laws and Regulations or any
resolutions, orders, notices, directions, decisions or ruling thereunder of the Exchange or the
Governing Board or the President or any Committee or any officer of the Exchange or for any
disreputable or fraudulent transactions or dealings with any person whether a member or not or for
any conduct, proceeding or method of business which the Governing Board in its absolute discre-
tion deems unbecoming a member of the Exchange or inconsistent with just and equitable prin-
ciples of trade.
1
Inserted by Notification No. S.O. 1592 dated 06.06.63 published in the Gazette of India, Extraordinary Part II – Selection3(ii)of
the same dated
2
Amended by Governing Board resolution dated 04.12.2000 and 08.03.01 and approved by SEBI on 21.03.01
Penalty for Misconduct, Unbusinesslike
Conduct and Unprofessional Conduct
(b) In particular and without in any way limiting or prejudicing the generality of the provisions in sub-
clause (a) a member shall be liable to expulsion or suspension or withdrawal of all or any of his
membership rights and/or to payment of a fine and/or to be censured, reprimanded or warned for
any misconduct, unbusinesslike conduct or unprofessional conduct in the sense of the provision in
that behalf contained herein.
Misconduct
356. A member shall be deemed guilty of misconduct of any of the following or similar acts or omissions namely
-
Fraud
(i) If he is convicted of a criminal offence or commits fraud or a fraudulent act which in the opinion of
the Governing Board renders him unfit to be a member;
Improper Conduct
(ii) if in the opinion of the Governing Board he is guilty of dishonourable or disgraceful or disorderly or
improper conduct on the Exchange or of wilfully obstructing the business of the Exchange;
Breach of Rules, Bye-laws and Regulations
(iii) if he shields or assists or omits to report any member whom he has known to have committed a
breach or evasion of any Rules, Bye-laws or Regulation of the Exchange or of any resolution, order,
notice or direction thereunder of the Governing Board or the President or of any committee or officer
of the Exchange authorised in that behalf;
Failure to Comply with Resolutions
(iv) if he contravenes or refuses or fails to comply with or abide by any resolution, order, notice, direc-
tion, decision or ruling of the Governing Board or the President or of any committee or officer of the
Exchange or other person authorised in that behalf under the Rules, Bye-laws and
Failure to Submit to or Abide by Arbitration
(v) if he neglects or fails or refuses to submit to arbitration or to abide by or carry out any award,
decision or order of the Governing Board or the Arbitration Committee or the arbitrators made in
connection with a reference under the Rules, Bye-laws and Regulations of the Exchange;
Failure to Testify or Give Information
(vi) if he neglects or fails or refuses to submit to the Governing Board or to the President, or to a
committee or an officer of the Exchange authorised in that behalf, such books, correspondence,
documents and papers or any part thereof as may be required to be produced or to appear and
testify before or cause any of his partners, attorneys, agents, remisiers, authorised clerks or em-
ployees to appear and testify before the Governing Board or the President or such committee or
officer of the Exchange;
Failure to Submit Special Returns
(vii) if he neglects or fails or refuses to submit to the President within the time notified in that behalf
special returns in the form prescribed in the relative Regulation1 or in such other form as the
Governing Board may from time to time prescribe in addition thereto or in modification or
substitution thereof together with such other information as the Governing Board or the President
may require whenever circumstances arise which in the opinion of the Governing Board or the
President make it desirable that such special returns or information should be furnished by any or
all the members;
Failure to Compare or Submit Accounts with Defaulter
(viii) if he neglects or fails to compare his accounts with the Defaulters’ Committee or to submit to it a
statement of his accounts with a defaulter or a certificate that he has no such account or if he
makes a false or misleading statement therein;
False or Misleading Returns
(ix) if he neglects or fails or refuses to submit or makes any false or misleading statement in his
Clearing Forms or returns required to be submitted to the Exchange or to the Clearing House under
these Bye-laws and Regulations;
Vexatious Complaints
(x) if he or his agent brings before the Governing Board or the President or a committee or an officer of
the Exchange or other person authorised in that behalf of a charge, complaint or dispute which in
the opinion of the Governing Board is frivolous, vexatious or malicious;
Failure to Pay Dues and Fees
(xi) if he fails to pay his subscription fees, arbitration charges or any other money which may be due by
him or any fine or penalty imposed on him.
Unbusinesslike Conduct
357. A member shall be deemed guilty of unbusinesslike conduct for any of the following or similar acts or
omissions namely -
Fictitious Names
(i) if he transacts his own business or the business of his constituent in fictitious names;
1
Regulation 11.
Fictitious Dealings
(ii) if he makes a fictitious transactions or gives an order for the purchase or sale of securities the
execution of which would involve no change of ownership or executes such as order with knowledge
of its character;
Prejudicial Business
(iii) if he makes or assists in making or with such knowledge is a party to or assists in carrying out any
plan or scheme for the making of any purchases or sales or offers of purchase or sale of securities
for the purpose of upsetting the equilibrium of the market or bringing about a condition of demoralisation
in which prices will not fairly reflect market values;
Rumours
(iv) if he directly or indirectly and in any manner whatsoever circulates or causes to be circulated
rumours of a sensational character;
Unwarrantable Business
(v) if he engages in reckless or unwarrantable or unbusinesslike dealings in the market or effects

purchases or sales for his constituent’s account or for any account in which he is directly or
indirectly interested which purchases or sales are excessive in view of his constituent’s or his own
means and financial resources or in view of the market for such security;
Compromise
(vi) if he connives at a private failure of a member or accepts less than a full and bonafide money
payment in settlement of a debt due by a member arising out of a transaction in securities;
Dishonoured Cheque
(vii) if he issues to any other member or his constituent a cheque which is dishonoured on presentation
for want of funds;
Failure to Carry out Transactions with Constituents
(viii) if he fails in the opinion of the Governing Board to carry out his stockbroking transactions with his
constituents.
Unprofessional Conduct
358. A member shall be deemed guilty or unprofessional conduct for any of the following or similar acts or
omissions namely-
Street Dealing
(i) if he calls out prices or makes bids or offers or trades in the street or at the entrances to or in the
vicinity of the Stock Exchange;
Business in Securities in which Dealings Not Permitted
(ii) if he enters into bargains in securities in which dealings are not permitted;
Business for Defaulting Constituent
(iii) if he deals or transacts business directly or indirectly or executes an order for a constituent who
has within his knowledge failed to carry out his engagements relating to securities and is in default
to another member unless such constituent shall have made a satisfactory arrangement with the
member who is his creditor;
Business for Insolvent
(iv) if without first obtaining the consent of the Governing Board he directly or indirectly is interested in
or associated in business with or transacts any business with or for any individual who has been
bankrupt or insolvent even though such individual shall have obtained his final discharge from an
Insolvency Court;
Business Without Permission When Under Suspension
(v) if without the permission of the Governing Board he does business on his own account or on
account of a principal with or through a member during the period he is required by the Governing
Board to suspend business on the Exchange;
Business for a With Suspended, Expelled

and Defaulter Members
(vi) if without the special permission of the Governing Board he shares brokerage with or carries on
business or makes any bargain for or with any member who has been suspended, expelled or
declared a defaulter;
Business for Partners
(vii) if he transacts any business or makes any bargain for and on behalf of a partner of a partnership
firm;
Business for Employees of Other Members
(viii) if he transacts business directly or indirectly for or with or executes an order for a remisier, authorised
clerk or employee of another member without the written consent of such employing member;
Business for Exchange Employees
(ix) if he makes a speculative transaction in which an employee of the Exchange is directly or

indirectly interested;
Business for or with Non-Member Broker
(x) if in the purchase or sale of securities he shares brokerage with or transacts business as principal
with or acts as a broker for or enters into any business with a non-member if such non-member be
a member of or a partner, agent or employee of a member of any other association dealing in
securities within a distance of fifty miles of the city of Bombay or if such non-member within that
distance either acts as a broker or dealer in share and security business or issues price lists or
circulars respecting such business or permits such advertising or issues or is associated directly
or indirectly with any company, association, firm or undertaking which so advertise or makes such
issues;
Advertisement
1
(xi) if he advertises for business purposes or issues regularly circulars orbusiness communications to
persons other than his own constituents, members of the Exchange, banks and Joint Stock Com-
panies or publishes pamphlets, circulars or any other literature or report or information
relating to the stock markets in the public prints with his name attached unless such advertisements,
circulars or other business communications, pamphlets, circulars or other literature or report or
information relating to the stock markets and the material contained therein are in accordance with
the provisions and guidelines as laid down in the relative Regulation2 or such other guidelines as
Governing Board may from time to time prescribe in addition thereto or in modification or substitu-
tion thereof.3 {}
Evasion of Margin Requirements
(xii) if he wilfully evades or attempts to evade or assists in evading the margin requirements prescribed
in these Bye-laws and Regulations;
Brokerage Charge
(xiii) if he wilfully deviates from or evades or attempts to evade the Bye-laws and Regulations relating to
charging and sharing of brokerage.
Offences by Partners, Agents and

Employees of Members
359. The Governing Board may expel or suspend and/or fine and/or censure and/or warn the partner of a member
or his attorney, agent, remisier, authorised clerk or employee for any act or omission which if done or
omitted by the member would subject him to the same penalties.
Suspension on Failure to Provide Margin Deposit
360. The Governing Board or the President shall require a member to suspend his business when he fails to
provide the margin deposit as provided in these Bye-laws and Regulations and the suspension of
business shall continue until he furnishes the necessary margin deposit. The Governing Board may expel
a member acting in contravention of this provision.
Suspension of Business
361. (a) The Governing Board may by a special resolution require a member to suspend his business in
part or in whole -
1
Amended by Governing Board Resolution dated 10.02.92 and approved by Govt. on 23.12.92
2
Regulation17.
3
Deleted by Governing Board Resolution dated 02.03.2000 and approved by SEBI on 03.05.2000
Prejudicial Business
(i) when in the opinion of the Governing Board he conducts his business in a manner
prejudicial to the Exchange by making purchases or sales of securities for the purpose of
upsetting the equilibrium of the market or bringing about a condition of demoralisation in
which prices will not fairly reflect market values;or
Unwarrantable Business
(ii) when in the opinion of the Governing Board he engages in unwarrantable business or
effects purchases or sales for his constituent’s account or for any account in which he is
directly or indirectly interested which purchases or sales are excessive in view of his
constituent’s or his own means and financial resources or in view of the market for such
security;
Unsatisfactory Financial Condition
(iii) when in the opinion of the Governing Board he is in such financial condition that he cannot
be permitted to do business with safety to his creditors or the Exchange.
Removal of Suspension
(b) The suspension of business under sub-clause (a) shall continue until the member has been al-
lowed by the Governing Board to resume business on his paying such deposit or on his doing such
act or providing such things as the Governing Board may by a special resolution require within the
time prescribed by such resolution.
Penalty for Contravention
(c) A member who is required to suspend his business shall be expelled by the Governing Board if he
acts in contravention of this provision.
Regulations
Amendments to Regulations
362. Any amendments, additions or alterations to any Regulations made by the Governing Board in pursuance
of the powers conferred by these Bye-laws together with a reference to the Bye-laws or Bye-laws to which
such Regulations relate shall be communicated to the Central Government by post within twenty-four
hours. The Governing Board shall forthwith amend, alter or withdraw any such Regulation if so desired by
the Central Government.
1
TRADE GUARANTEE FUND AND DEFAULTS SUBSEQUENT TO COMMENCEMENT OF OPERATION OF
TRADE GUARANTEE FUND
Definitions
363A. In Bye-laws 363 A to 417, unless there is anything repugnant in the subject or context:
2
(1). “Approved Scheme” shall have the meaning assigned thereto by Bye-law 418.”
(2). “Associate” of a member shall mean -
(i) a partner of the member,
(ii) a designated director of the member in the event of the member being a company or
other corporate body,
(iii) a lineal ascendant or descendant of the member, of a partner of the member or of

a designated director referred to in (ii) above,
(iv) a spouse, daughter-in-law, son-in-law, brother or sister of the member, of a partner of the
member or of a designated director referred to in (ii) above, or a lineal ascendant or
descendant of a spouse, daughter-in-law or son-in-law referred to in this clause or a
lineal descendant of a brother or sister referred to in this clause,
(v) a Relative of the member, of a partner of the member or of a designated director referred
to in (ii) above,
(vi) in the case of a member which is a company or other body corporate, a person who
has a substantial interest in the member within the meaning of Section 13 of the Income-
Tax Act, 1961,
(3). “Business Day” shall have the same meaning as is assigned thereto in Bye-law 1.
(4). “Fund” shall mean the Trade Guarantee Fund.
(5). “Relative” shall mean a person who is a relative within the meaning of-
(i) Section 13 of the Income-Tax Act, 1961 or
(ii) Section 6 of the Companies Act, 1956.
(6). “Settlement” shall include an auction settlement 3 {and a settlement pursuant to an Approved Scheme}
but shall not include a bad delivery settlement.
“Settlement in which a member or a defaulter has been declared a defaulter” shall have the
following meaning:
1
Entire Chapter Inserted by SEBI on 09.05.97 and adopted by the Governing Board on 10.05.97.
2
3
Substituted by Governing Board Resolution dated 18.01.01 and approved by SEBI on 16.03.01
Where a member has been declared a defaulter for non-payment of any amount payable by him
into the Clearing House in respect of any Settlement Period then the Settlement Period in
respect of the non-payment of which the member is declared a defaulter shall be the “Settlement
in which the member or the defaulter is or has been declared a defaulter”; and where the member
has failed to pay any amount payable by him into the Clearing House in respect of more than
one settlement period then the “Settlement in which the member or the defaulter is or has been
declared a defaulter” shall be the settlement so specified by the authority who or which has
declared him as a defaulter.
363B. In the Rules, Bye-laws and Regulations , unless there is anything repugnant in the subject or context:
“Date on which the Trade Guarantee Fund becomes operational” means the date specified by the
Governing Board as the date on which the Trade Guarantee Fund shall become operational.”.
364. (i) The Exchange shall establish a fund which shall be known as the “Trade Guarantee Fund”.
1
(ii) Subject to the other provisions of the Rules, Bye-laws and Regulations of the Exchange, the
objects of the Fund shall be:
(a) to guarantee, in accordance with the Rules, Bye-laws and Regulations of the Exchange,
the settlement of bona fide transactions of members of the Exchange inter-se which form
part of the Exchange’s settlement system including settlements of borrowing, lending and
other transactions under or pursuant to an Approved Scheme; and
(b) to make, in accordance with the Rules, Bye-laws and Regulations of the Exchange,
temporary refundable advances to members who are facing a temporary financial
mismatch in order to enable them to meet in time their financial obligations in a
settlement,
so as to endeavour to ensure timely completion of settlements on the Exchange and thereby protect
the interests of the investors on the Exchange and the members of the Exchange and thereby also
inculcate confidence in the minds of investors regarding the expeditious completion of settlements
on the Exchange and support the development of the stock market.
(iii) The Governing Board shall be entitled to make such Regulations as it thinks fit and proper in
connection with the manner, norms and procedures of the Fund and defaults declared subsequent
to the commencement of the operation of the Fund. The Regulations made by the Governing Board
shall not be inconsistent with any Bye-law.
(iv) Without prejudice to the generality of clause (iii) above, the Governing Board shall be entitled to
make Regulations relating to norms, procedures and manner in respect of :
1
Amendment by Governing Board Resolution dated 15.01.01and approved by SEBI on 16.03.01.
(a) the management and administration of the Fund,
(b) the structure and composition of the Fund,
(c) the contributions to be made to the Fund by the Exchange, members of the Exchange
and others,
(d) investment of the Fund,
(e) application of the Fund,
(f ) meetings of the Defaulters’ Committee,
(g) persons who would be disentitled from receiving a benefit from the Fund,
(h) minimum value of funds in the Fund and maximum limits on disbursements from the Fund,
( i) the rights and powers of the Defaulters’ Committee,
( j) the money and property to be paid to or received by the Defaulters’ Committee,
(k) the application of the money and property paid to or received by the Defaulters’
Committee including the order of priority in which they shall be applied, 1 { }
( l) the closing-out, adjustment, settlement and/or cancellation of contracts entered into

by a member with the defaulter, 2 {and}
3
(m) the disbursement of advances from the Fund and the terms of such advances.
Management of the Fund
365. (i) Subject to the Rules, Bye - laws and Regulations of the Exchange and any directions and
instructions which the Governing Board may from time to time issue, the Defaulters’ Committee
shall have complete control over the management and administration of the Fund. In addition to
the powers conferred by the other provisions of the Rules, Bye-laws and Regulations of the
Exchange, the Defaulters’ Committee shall be vested with all powers, authorities and discretions
necessary or expedient for or incidental to the management and administration of the Fund
or for achieving the object and purpose of the Fund.
(ii) Without prejudice to the generality of the foregoing, the Defaulters’ Committee shall have for the
purposes of the Fund, the power to-
1
2
Inserted by Governing Board Resolution dated15.02.01 and approved by SEBI on 16.03.01.
3
Inserted by Governing Board Resolution dated15.02.01 and approved by SEBI on 16.03.01.
(a) summon members, partners of members and directors of members who are companies or
other corporate bodies to appear before the Defaulters’ Committee and question them;
(b) call upon members, partners of members, and directors of members who are companies or
other corporate bodies to furnish to the Defaulters’ Committee such information, docu-
ments and papers as the Defaulters’ Committee may require and within the period
specified by the Defaulters’ Committee,
(c) prescribe forms, agreements, affidavits, undertakings and other writings to be signed by
members, partners of members, directors of members who are companies or other
corporate bodies or by other persons and specify the period within which the same should
be signed and submitted,
(d) invest or otherwise deal with the money of the Fund,
1
(e) {call for and hold any security for the payment of any amount payable to the Fund, and}
realise or otherwise deal with any security or otherproperty offered to the Fund,
(f) borrow money without security or against the security of the Fund or any property of or
available to or accessible by the Fund or otherwise,
(g) enter into financial arrangements with banks, institutions, companies and other persons,
(h) issue guarantees and indemnities,
(i) delegate any of the powers and functions of the Defaulters’ Committee to one or more
sub-committees comprising of one or more members of the Defaulters’ Committee and/
or delegate any of the administrative powers and functions, of the Defaulters’ Committee to
one or more employees of the Exchange subject to such terms and conditions as the
Defaulters’ Committee may think fit to impose, and subject to overall ratification by the
(j) do all such acts as the Defaulters’ Committee considers necessary to protect or advance
the interests of the Fund or to achieve the purposes and objects of the Fund,
(k) institute and conduct legal proceedings to recover assets of a defaulter or a member.
Accounts and Audit of the Fund
366. Unless the Governing Board otherwise directs, the accounts of the Fund shall be prepared and maintained
as a part of the accounts of the Exchange and shall be audited as a part of the accounts of the Exchange.
1
Documents to be executed by the Member and their Partners
367. (i) Within such period as may be specified by the Defaulters’ Committee (as may be extended by
the Defaulters’ Committee from time to time), every member and every partner of every
member who is carrying on business on the Exchange in partnership shall sign and deliver to
the Defaulters’ Committee agreements and other writings in such form as may be prescribed by
the Defaulters’ Committee from time to time with the prior approval of the Governing Board.
(ii) In the event of any change in the form of any agreements or writings (which change shall be made
by the Defaulters’ Committee with the prior approval of the Governing Board), the Defaulters’ Com-
mittee may require every member and every partner of every member who is carrying on business
on the Exchange in partnership to sign and deliver to the Defaulters’ Committee supplemental
agreements or writings or fresh agreements or writings within such period as may be specified
by the Defaulters’ Committee (as may be extended by theDefaulters’ Committee from time to
time).
Composition of Fund
368. (a) The Fund shall consist of-
(i) non - refundable contributions from members of the Exchange as hereinafter provided,
(ii) contributions from the Exchange as hereinafter provided,
(iii) interest, dividend or other income arising from investments of the Fund 1 {and from any
utilisation from the Fund},
(iv) accretions arising from investments of the Fund,
(v) any money or property which the Defaulters’ Committee is entitled to appropriate to the
Fund, and
(vi) any other money or property forming part of the Fund.
(b) Unless otherwise provided by the Rules, Bye-laws and Regulations of the Exchange, the Defaulters’
Committee and the Fund shall also have access to -
(i) refundable contributions from members of the Exchange as hereinafter provided,
(ii) money and assets given to the Fund as security and money arising from realisation thereof,
2
{and any interest, dividend or other income or accretions arising from such security and
money arising from realisations thereof},
(iii) money or property received or recovered by the Defaulters’ Committee or the Exchange
from any member, partner of a member, guarantor or other person liable to pay money
to the Exchange, the Fund or the Defaulters’ Committee in connection with or pursuant
to a default,
1
Inserted by Governing Board resolution dated 31.03.01and approved by SEBI on 22.05.01.
2
Inserted by Governing Board resolution dated 31.03.01and approved by SEBI on 22.05.01
(iv) any money available to the Fund upon invocation of a guarantee, and
(v) any other money or property available to the Fund.
(c) The amounts mentioned in clause (b) of this Bye-law shall not be reflected in the balance sheet of
the Fund unless such amounts are also mentioned in clause (a) of this Bye-law.
EXCHANGE’S CONTRIBUTIONS TO THE FUND
Exchange’s Initial Contribution
369. The Exchange shall contribute to the Fund a sum of Rs. 60,00,00,000/- (Rupees Sixty Crores Only) out of
the sum presently standing to the credit of Contribution by Original Members and Others in the books of
the Exchange (hereinafter referred as “the ‘Exchanges’ Initial Contribution”) as on March 31, 1996.
Exchange’s Other Contribution
370. The Exchange may, from time to time, contribute such further amounts to the Fund as the Governing
Board may in its absolute discretion determine.
MEMBERS’ CONTRIBUTIONS TO THE FUND
Members’ Initial Contributions
371. Every present and future member of the Exchange shall contribute to the Fund such amount as may be
specified by the Governing Board from time to time as initial contribution (hereinafter referred to as “member’s
Initial Contribution”). The member’s initial contribution shall be paid by each member within such time as the
Defaulters’ Committee may specify in this behalf . A member’s Initial Contribution shall be non-refundable
and may be collected through bills raised by the Clearing House or by debiting the concerned member’s
valan account.
Members’ Base Capital Contributions
372. In addition to the members’ initial contributions referred to at Bye-law 371 above, all money, securities,
fixed deposits, and other property and things which are now or which may from time to time be furnished
by a member towards Base Capital as required by the Securities and Exchange Board of India shall be
treated as the member’s contribution to the Fund (hereinafter referred to as “member’s Base Capital
Contribution”). A member’s Base Capital Contribution shall be refundable to the member in the circum-
stances provided in the Rules, Bye-laws and Regulations of the Exchange. The member shall be entitled
to receive all dividend, interest, rights entitlements, rights shares, bonus shares and other income and
accretions in respect of his Base Capital Contribution.
Members’ Continuous Contributions
373. At the end of every settlement, every member shall forthwith contribute to the Fund 0.00075% (i.e. 0.075
paise per Rupees hundred) of his turnover during the concerned settlement or such other amount as the
Governing Board may from time to time decide. 1 {In the event such member is also a participant in an
Approved Scheme then such member shall contribute such further amount to the Fund as the Governing
Board may from time to time decide. The contributions mentioned above are hereinafter referred to as
“Member’s Continuous Contribution”}. The members’ Continuous Contribution as determined by the
Governing Board may be a lump sum or determined on the basis of the turnover of the member or
otherwise as may be decided by the Governing Board. A member’s Continuous Contribution shall be
non-refundable and may be collected through bills raised by the Clearing House and/or by debiting the
member’s valan account. A member shall not be allowed to recover the same from his constituents.
1
Explanation : For the purpose of this clause “turnover” as regards any member shall mean (i) the
aggregate value at the transaction price of all sale and purchase transactions
entered into by the member during a settlement irrespective of whether or not such
transactions were entered into by the member through the Exchange’s computerised
trading system or (ii) shall have such other meaning as the Governing Board may from
time to time determine.
Members’ Additional Contributions
374. Each member shall provide to the Fund such additional contributions as the Governing Board may
from time to time determine (hereinafter referred to as “members’ Additional Contribution”). A
member’s Additional Contribution may be in such form as the Governing Board may determine (which may
include cash, securities, bank guarantees or fixed deposit receipts). The members’ Additional Contribu-
tions may be refundable or non-refundable contributions as may be specified by the Governing
Board and shall be in such form as the Governing Board may specify. Unless the Governing Board
otherwise specifies, the Fund shall be entitled to receive all dividend, interest, rights entitlements, rights
shares, bonus shares and other income and accretions in respect of the member’s non - refundable
Additional Contributions. The Governing Board may specify the manner in which the members’ Additional
Contributions shall be utilised.
General and Specific Access to Contributions
375. (i) Upon any member being declared a defaulter, all non - refundable contributions and Base
Capital Contribution of every member shall be available to the Defaulters’ Committee and the
Fund for application in accordance with the Rules, Bye-Laws and Regulations of the Exchange
(hereinafter referred to as “General Access Funds”).
(ii) If a member’s margin or Additional Capital (as required by the Exchange or the Securities and
Exchange Board of India) or any bank guarantee furnished at the instance of a member is treated
as his contribution to the Fund pursuant to Bye-law 374 or otherwise, the Defaulters’ Committee
or the Fund shall have access to the same only in the event of default of the concerned member
and not in case of default of any other member and only for paying the creditors of that member
and not for paying the creditors of any other member (hereinafter referred to as “Specific Access
Funds”)
(iii) Subject to the provisions of clauses (i) and (ii) of this Bye-law, the Governing Board shall deter-
mine whether any member’s Additional Contributions are General Access Funds or Specific
Access Funds.
Liability of Member Unaffected by Cessation of Membership
376. Any unsatisfied obligation of a member to the Fund shall not be discharged or otherwise prejudicially
affected by the cessation of his membership.
Action for Failure to Pay to Fund
377. The Governing Board may take such action as it thinks fit and proper against a member who fails
to pay any amount to the Trade Guarantee Fund including action by way of suspension of the business or
membership of the member, fine, declaring him as a defaulter and/or expulsion from the membership of the
Exchange.
Replacement of Refundable Contribution
378. Unless otherwise provided by the Rules, Bye-laws and Regulations of the Exchange, the Defaulters’
Committee may permit a member to withdraw a refundable contribution after he has furnished to the Fund
other refundable contribution of the same or greater value and of a nature acceptable to the Defaulters’
Committee.
Non-Refundable Contribution
379. A member shall not be entitled to receive back any non-refundable contribution on cessation of member-
ship or for any other reason whatsoever.
Refund of Refundable Contributions
380. The Defaulters’ Committee may refund a member’s refundable contribution to him upon his ceasing to be
a member provided he satisfies all the conditions which the Governing Board or the Defaulters’ Committee
may from time to time impose and provided further that either each of the following conditions at clauses
(i) to (v) are satisfied or the condition at clause (vi) is satisfied:
(i) All obligations and transactions of the member which are outstanding at the time of his ceasing
to be a member and which could result in the Fund being required to pay any amount shall have
been closed and finally settled.
(ii) All obligations of the member to 1 {the Fund,} the Exchange and the Clearing House shall have been
satisfied in full.
(iii) All non-disputed amounts payable by the member in respect of transactions in securities made
subject to the Rules, Bye-laws and Regulations of the Exchange shall have been satisfied in full.
(iv) All amounts disputed by the member as payable by him in respect of transactions in securities
made subject to the Rules, Bye-laws and Regulations of the Exchange shall have been satisfied in
full or shall have been secured by the member to the satisfaction of the Governing Board or the
(v) A suitable amount as may be determined by the Governing Board or the Defaulters’ Committee
at its discretion shall have been set aside for providing for:
(a) any payment which may arise from any bad delivery or document defects that may be
reported in future, and
(b) such other obligations as may be perceived by the Governing Board or the Defaulters’
Committee to arise in future.
(vi) Another member of the Exchange (hereinafter referred to as “the other member”) shall have-
1
(a) agreed to take over and discharge all the obligations of, and all amounts payable by,
the member as are referred to in clauses (i) to (v) above,
(b) satisfied the Defaulters’ Committee that the other member has adequate funds to
discharge such obligations and pay such amounts and
(c) executed such documents and writings as may be required by the Defaulters’ Committee.
Discharge of Member’s Obligations
381. In the event of a member ceasing to be a member of the Exchange otherwise than by being declared a
defaulter, the Governing Board or the Defaulters’ Committee may retain and/or apply any unutilised refund-
able contribution of the member towards discharging any of his obligations specified in Bye-law 380 or
paying any of the amounts payable by him as specified in Bye-law 380 in such manner and in such
order or priority as the Governing Board or the Defaulters’ Committee thinks fit.
Non-Refund of Refundable Contributions
382. Notwithstanding anything stated above, a member shall not be entitled to receive back any refundable
contribution-
(i) after it has been applied for the purposes of the Fund; or
(ii) in the event of the member being declared as a defaulter.
Limit on Refund of Refundable Contributions
383. The amount of a refundable contribution refunded to a member shall not exceed the actual refundable
contribution available to the credit of such member after deducting therefrom all sums which may be
deducted or retained therefrom.
Contribution Part of Fund
384. (i) A non-refundable contribution by a member to the Fund shall form part of the Fund and the
member shall not be entitled to any rights whatsoever over the contribution in any manner.
(ii) A member shall not be entitled to transfer, assign or otherwise deal with a refundable or non-
refundable contribution made by him in any manner and the contribution shall not be liable to be
attached or otherwise prejudicially affected by any attachment, injunction or other order at the
instance of the member or in respect of any obligation of the member or otherwise.
Minimum Value of Fund
385. (a) The Governing Board and the 1 {Defaulters’ Committee} shall endeavour to ensure that the value of
the Fund at any point of time is not less than-
1
Inserted by Governing Board Resolution on 31.03.01 and approved by SEBI on 22.05.01.
(i) the Exchange’s Initial Contribution or 75% of the closing value of the Fund as on the
immediately preceding 31st March, whichever is higher; or
(ii) such other amount, not being less than Rs. 60,00,00,000/- (Rupees Sixty Crores Only) as
the Governing Board may from time to time specify.
(b) The value of the Fund shall include the value of all money, assets and property mentioned in
clauses (a) and (b) of Bye-law 368 but shall not include any Specific Access Funds.
(c) The operation of the Fund shall not be suspended by reason of the value of the Fund becoming less
than the minimum value under this Bye-law.
(d) If the value of the Fund decreases to less than Rs. 10,00,00,000/- (Rupees Ten Crores Only) then-
(A) the Exchange shall, within three Business Days, place a notice on the Exchange’s notice
board notifying the members of the Exchange of the same, and
(B) the Securities and Exchange Board of India may suspend any benefit for which Securities
and Exchange Board of India has prescribed the introduction of the Trade Guarantee Fund
as a pre-condition.
Further Contributions to the Fund
386. (i) In the event of the value of the Fund becoming less than the minimum value under Bye-law 385(a),
the Governing Board will forthwith, and in any event within two weeks of the Fund becoming less
than such minimum value, take such steps as it thinks fit to ensure that the value of the Fund is
increased to a value which is not less than the minimum value -
(a) by contributions from all the members, equitably or otherwise,
(b) by contributions from the Exchange and/or
(c) in such other manner as the Governing Board may decide from time to time.
(ii) The provisions of clause (i) of this Bye-law shall not prejudice the Governing Board’s or the
Defaulters’ Committee’s right to from time to time call for additional contributions from the members
when the value of the Fund is above the minimum value.
(iii) The operation of the Fund shall not be suspended by reason of the Fund becoming less than the
minimum value under Bye-law 385.
Investment of Fund
387. (a) Subject to the instructions and directions of the Governing Board, the Defaulters’ Committee
may : -
(i) open, maintain, operate and close one or more bank accounts and
(ii) invest the money of the Fund in such investments as are permissible for investing the
funds and money of the Exchange and sell, transfer, vary, transpose and otherwise
deal with such investments.
(b) All investments of the Fund may be held in the name(s) of, and all bank accounts of the Fund may
be held in the name(s) of and operated by, the Exchange, any two or more of the Trustees of the
Exchange, any two or more of the members of the Defaulters’ Committee or any two or more
of the members of any sub-committee appointed by the Defaulters’ Committee, as the Default-
ers’ Committee may determine.
(c) The Defaulters’ Committee shall be entitled to utilise the money of the Fund only for the purposes
of the Fund .
Loss to Fund Investments
388. Any loss or diminution in value of the investments of the Fund from whatever cause arising, not being due
to the willful default or fraud of any member(s) of the Defaulters’ Committee, any member(s) or any sub
- committee or any Trustee(s), shall be borne by the Fund and the members of the Defaulters’ Committee
or the sub-committee or the Trustee(s) shall incur no responsibility or liability by reason of or on account
thereof. In case of any such loss or diminution by reason of willful default or fraud by any member or
members of the Defaulters’ Committee or any member(s) of any sub-committee or any Trustee(s), the
persons committing the willful default or fraud shall be personally liable for the loss or diminution and
other persons who are not parties to the willful default or fraud shall not be liable for the loss or diminution.
Intimation of Member’s apprehended Failure
389. A member who has reason to apprehend that he may commit any of the acts or omissions referred to in
Bye-Law 316 shall immediately notify to the Defaulters’ Committee-
(i) the details of such acts or omissions ;
(ii) the details and value of all his commitments, obligations and liabilities to other members arising
out of contracts or transactions made subject to the Rules, Bye-laws and Regulations of the
Exchange,
(iii) the extent to which he will be able to discharge and meet such commitments and obligations
out of his own funds and/or out of funds obtained by him from others and
(iv) all the facts and circumstances which have caused or contributed to the apprehended failure to
meet such commitments and obligations.
Utilisation for failure to meet obligations
1
389A. (i) The Clearing House shall report to the Stock Exchange the details of every member who has failed
to meet his Settlement dues on the pay-in day.
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(ii) In the event a member fails to meet his obligations to the Clearing House arising out of clearing and
settlement operations of such transactions as are permitted in the Rules, Bye-laws and
Regulations of the Exchange then, notwithstanding anything stated elsewhere in the Rules,
Bye-laws and Regulations, the Defaulters’ Committee may, before declaring the concerned member
as a defaulter, utilise the Trade Guarantee Fund to the extent necessary to fulfill his obligations on
such norms, terms and conditions as the Governing Board or the Defaulters’ Committee may specify
from time to time.
(iii) The terms and conditions specified by the Defaulters’ Committee may include, inter alia,terms
and conditions as to interest, repayment, suspension of trading right and reduction of exposure
limits of the concerned member.
(iv) The concerned member shall be obliged to repay the amount so utilised to the Fund within such
period as the Defaulters’ Committee may specify together with interest thereon at the rate specified
by the Defaulters’ Committee. If a member fails to repay the amount so utilized from the Fund or a
part thereof or any interest thereon within the period specified by the Defaulters’ Committee, the
member, subject to the proviso to Bye-Law 316, may be declared a defaulter under Bye-law 316.
Member’s Failure To Pay Amount into Clearing House
390. (i) If a member fails to pay any amount payable by him into the Clearing House in respect of any
transaction entered into by him 1 {including any borrowing, lending and other transactions under or
pursuant to an Approved Scheme } then, within 24 hours of such failure, the member and the
Clearing House shall inform the President and the Executive Director in writing of such failure
and of the extent of the unfulfilled obligations and commitments of the member.
Explanation : For the purpose of this clause an amount payable by a member into the Clearing
House for short delivery by him shall be deemed to be an amount payable by the
member into the Clearing House in respect of a transaction entered into by him.
(ii) On receipt of any of the abovementioned intimations from the Clearing House or the member,
the President or the Executive Director shall forthwith, by not less than two hours’ written or oral
notice, summon the member to appear before the Governing Board or the President or, in the
absence of the President, before any two members of the Governing Board.
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(iii) {Subject to the provisions of Bye-law 389A} If the member fails to pay, before the pay-out of the
relevant Settlement, any amount payable by him into the Clearing House in respect of that Settlement
then the Governing Board or the President or, in the absence of the President, any two members of
the Governing Board shall declare the member as a defaulter before the pay-out is made for that
Settlement.
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2
Payment Under Trade Guarantee
391. Upon a member being declared a defaulter, if the settlement in which the defaulter has been declared a
defaulter has not been completed by reason of the default by the defaulter, the Defaulters’ Committee
shall:-
(i) pay into the Clearing House before the pay-out of the relevant settlement the unpaid settlement
dues payable by the defaulter into the Clearing House; and
(ii) within 11 working days from the date of Pay-Out deliver the securities to be delivered by the de-
faulter, in respect of the settlement in which the defaulter has been declared a defaulter.
392. Notwithstanding anything stated in Bye-law 391,-
(i) under Bye-law 391 the Defaulters’ Committee shall pay only such amounts as are payable
by the defaulter into the Clearing House in respect of sale and purchase transactions entered
into by the defaulter in respect of the settlement in which he has been declared a defaulter.
(ii) in case of the defaulter having failed to deliver any security into the Clearing House in
respect of the settlement in which he has been declared a defaulter, the Defaulters’ Committee
may deliver the security into the Clearing House or directly to the concerned member, within 11
working days, by acquiring the same from the market or otherwise, failing which the provisions of
closing-out of contracts will apply.
393. (i) Notwithstanding anything stated elsewhere in the Rules, Bye-laws and Regulations, if the
Defaulters’ Committee has reason to believe that any transaction -
(a) is not bona fide;
(b) is disallowed under any Bye-law relating to the default of a member and, in particular,
under Bye-law 343; or
(c) is connected with payment or repayment of a deposit or loan 1 {(other than a deposit or
loan under or pursuant to an Approved Scheme)}, then-
(I) if the amount involved in Pay Out or the transaction value or the market value of the concerned
transaction/s\ referred to above is Rs. 1,00,00,000/- (Rupees One Crore) or more the Defaulters’
Committee, shall record the reasons for its belief, and shall not make payment or deliver
securities out of the fund in respect of any transaction which is of a nature referred to in sub-
clauses (a), (b) or (c) of clause (i) of this Bye-law (in this Bye-law referred to as “disallowed
transactions”) unless and until the Defaulters’ Committee has finally determined that the transaction
is not a disallowed transaction but, shall make payment and deliver securities in respect of other
transactions in accordance with Bye-law 391 and other applicable Rules, Bye-laws and Regulations.
If for any reason any payment is made or securities are delivered in respect of any such transaction,
the concerned receiving member shall repay such amount or re-deliver such securities to the
Defaulters’ Committee within 48 hours of being required to do so and in accordance with the
provisions of Bye-law 396.
1
(II) if the amount involved in Pay Out or the transaction value or the market value of
the concerned transaction of each member is less than Rs. 1,00,00,000/-
(Rupees One Crore) then the Defaulters’ Committee shall make payment out of
the Fund in respect of such transaction and, if the Defaulters’ Committee finally
determines that the transaction is a disallowed transaction then the concerned
receiving member shall repay such amount or re-deliver such securities to the
Defaulters’ Committee within 48 hours of being required to do so in accordance
with the provisions of Bye-law 396.
(ii) For the purpose of clause (i) of this Bye-law the Defaulters’ Committee shall be entitled to aggregate
the values and amounts of all transactions of each member , of the nature referred to in this Bye-
law.
(iii) If the Defaulters’ Committee has withheld or received back payment of any amount or any securities
under sub-clause (I) of clause (i) of this Bye-law the Defaulters’ Committee shall afford an opportu-
nity to the concerned member(s) to be heard by giving him/them not less than 24 hours’ written
notice before finally determining whether the transaction is a disallowed transaction.
(iv) For the purpose of sub-clause (II) of clause (i) of this Bye-law, the Defaulters’ Committee shall
afford an opportunity to the concerned member(s) to be heard by giving him / them not less than 24
hours’ written notice before finally determining whether the transaction is a disallowed transaction.
(v) For the purpose of determining whether or not a transaction is a disallowed transaction, the De-
faulters’ Committee shall be entitled to consider, inter alia, the surrounding circumstances, the
usual course of dealings on the Exchange, the relationship between the defaulter and the claim-
ant, the quantity and price of the securities involved in the transaction, other trades in the same
scrip and such other matters as the Defaulters’ Committee thinks fit.
(vi) The Defaulters’ Committee shall determine whether or not a transaction is a disallowed transaction
within one month from the date of the relevant Pay-Out.
(vii) A member whose transaction has been finally determined by the Defaulters’ Committee to be a
transaction of the nature referred to in clause (i) of this Bye-law may file an appeal to the Governing
Board against the decision of the Defaulters’ Committee within seventy-two hours of the Defaulters’
Committee’s decision and the reasons therefor being communicated to him or such other
extended period (not exceeding 15 days of the Defaulters’ Committee’s decision and the reasons
therefor being communicated to him) as the Governing Board permits. Provided that if the
concerned member has received payment or securities for the disallowed transaction/s then he
shall be not entitled to file an appeal unless he has re-deposited the payment or securities
received by him, in respect of the disallowed transactions, with the Defaulters’ Committee.
Outstanding Contracts in Other Settlements
394. (1) In respect of any settlement or settlements which is or are incomplete at the time when a
member is declared a defaulter, the Defaulter’s Committee may at the risk and cost of the
defaulter, square up all or any of the defaulters’ outstanding sales and purchase positions by
entering into corresponding purchase and sale contracts in the market. The profit or loss on such
squaring up shall, in the first place, be paid to or by the Fund and credited or debited by the Fund
to the defaulter’s account with the Fund.
(2) Upon a member being declared a defaulter, in addition to the provisions of clause (1) of this Bye-
law, the provisions of Bye-law 391, 392, 393 and other applicable Bye-laws shall apply mutatis
mutandis to any settlement or settlements other than the settlement in which the defaulter has
been declared a defaulter unless the Governing Board, for reasons to be recorded, passes a
resolution determining otherwise, in which case no payment shall be made from the Fund in
respect of such settlement or settlements (other than the settlement in which the defaulter has
been declared a defaulter) as the Governing board may specify .
Shortfall in Fund
395. In the event of the Fund being insufficient to make full payment of the payments to be made from the
Fund under Bye-law 391 and in such case the contracts of members with the defaulter in the settlement
in which he has been declared a defaulter and in subsequent settlements shall be closed out, adjusted ,
settled and/or canceled in accordance with the provisions of Bye-Law 417, and the Governing Board
shall pay the amounts payable to the members by the Defaulter on such closing-out, adjustment, settlement
and/or cancellation on a pro-rata basis to the extent possible out of the Fund, and the balance unfulfilled
obligations remaining after such application of funds may be assessed against the members in such man-
ner as the Governing Board may, from time to time, in its absolute discretion thinks fit and equitable.
Repayment by Payee Disentitled to Receive
396. If the Defaulters’ Committee or the Clearing House has paid any sum under these Bye-laws and it is
subsequently found that the payee was for any reason not entitled to receive such amount then the payee
shall forthwith repay the same to the Defaulters’ Committee or the Clearing House, as the case may
be,together with interest thereon at the rate of 2.5% per month (or such other rate as the Defaulters’
Committee may specify) for the period commencing on the date on which the payment was received by the
payee and ending on the date on which such amount is repaid by the payee.
Money and Property of Defaulter
397. All money (including margin money and Additional Capital), securities and other property whatsoever of
the defaulter with the Exchange or the Clearing House (save and except those which may be at any time
excluded by the Governing Board from the provisions of this Bye-law) and all securities and money
delivered or paid by the members into the Clearing House or to the Exchange to the credit of the defaulter
shall be handed over to the Defaulters’ Committee or held by the Exchange or the Clearing House subject
to these Bye-laws and the directions of the Defaulters’ Committee.
Utilisation of Money and Property
for Payment and Order of Priority
398. For the purpose of making any payment referred to in Bye-laws 391 and 394 , the Defaulters’ Committee
shall be entitled to utilise such of the money of the Fund and/or other money and assets available
to the Defaulters’ Committee as the Defaulters’ Committee thinks fit and, so far as may be possible,
convenient and expedient the Defaulters’ Committee shall utilise the money of the Fund and/or other money
and assets available to the Defaulters’ Committee in the following order of priority:-
(i) Firstly, the money, property and securities referred to in Bye-law 397 and/or the proceeds from the
realisation of such property and securities; and
(ii) In the event of further funds being required, any security and/or the proceeds of the realisation of
any security which may have been created by the defaulter in favour of the Defaulters’
Committee or the Exchange; and
(iii) In the event of further funds being required, the refundable contribution of the defaulter and any
Specific Access Funds available upon default of the defaulter ; and
(iv) In the event of further funds being required, any other assets and/or the proceeds of the realisation
of any assets of the defaulter available to the Defaulters’ Committee; and
(v) In the event of further funds being required, the accumulated interest, accretions and other
earnings of the Fund; and
(vi) In the event of further funds being required, the corpus of the Fund; and
(vii) In the event of further funds being required, the refundable contributions of the other members to
the extent the same are available for such application.
Repayment and Payment of Interest by Defaulter
399. If on account of the default of a member any amount is paid by the Defaulters’ Committee out of the
money or property referred to at clauses (v) to (vii) of Bye-law 398 then the defaulter shall be liable
to forthwith repay the same to the Exchange or to the Defaulters’ Committee to the credit of
the Fund together commencing on the date of payment by the Defaulters’ Committee and ending on the
date of repayment; and, for the purposes of the Rules, Bye-laws and Regulations of the Exchange, such
interest shall be deemed to be an amount paid out of/due to the Fund.
Application of Defaulters’ Assets and Other Amounts
400. Subject to the provisions of Bye-law 398, the Defaulters’ Committee shall realise and apply all the money,
rights and assets of the defaulter which have vested in or which have been received by the Defaulters’
Committee (other than the amount paid by the Governing Board to the Defaulters’ Committee pursuant to
Rule 16A in respect of the consideration received by the Governing Board for exercising the right of
nomination in respect of the defaulter’s erstwhile right of membership) and all other assets and money of
the defaulter in the Exchange or the market including the money and securities receivable by him from any
other member, money and securities of the defaulter lying with the Clearing House or the Exchange, credit
balances lying in the Clearing House, security deposits, any bank guarantees furnished on behalf of the
defaulter, fixed deposit receipts discharged or assigned to or in favour of the Exchange,
Base / Additional Capital deposited with the Exchange by the defaulter, any security created or agreed to
be created by the defaulter or any other person in favour of the Exchange or the Defaulters’ Committee for
the obligations of the defaulter to the following purposes and in the following order of priority , viz.:-
(i) First - to make any payments required to be made under Bye-law 391 and 394;
(ii) Second - the payment of such subscriptions, debts, fines, fees, charges and other money as shall
have been determined by the Defaulters’ Committee to be due to the Securities and Exchange
Board of India, to the Exchange or to the Clearing House by the defaulter;
(iii) Third - the rectification or replacement of or compensation for any bad deliveries made by or on
behalf of the defaulter to any other member in the settlement in which the defaulter has been
declared a defaulter or in any prior or subsequent settlement (unless the Governing Board has
otherwise determined in respect of such settlement or settlements under Bye-law 394) provided the
conditions of Bye-law 153 and all other applicable Rules, Bye-Laws and Regulations and instruc-
tions of the Governing Board are complied with;
(iv) Fourth - the balance, if any, shall be paid into the Fund to the extent of the money paid out of
the Fund (other than payments made out of Members’ refundable contributions) and not
recovered by the Fund and the interest payable by the defaulter to the Fund in respect thereof;
(v) Fifth - the balance, if any, shall be paid into the Fund to the extent of the money paid out of the
Fund out of the refundable contributions of members (other than the refundable contribution of the
defaulter) and not recovered by the Fund and the interest payable by the defaulter to the Fund in
respect thereof;
(vi) Sixth - subject to the Rules, Bye-Laws and Regulation of the Exchange, including in particular
Bye-Law 343, the balance, if any, shall be applied by the Defaulters’ Committee for the payment
of such unpaid outstandings, debts, liabilities, obligations and claims to or of members of the
Exchange arising out of any contracts made by the defaulter with such members subject to the
Rules, Bye-laws and Regulations of the Exchange as shall have been admitted by the Defaulters’
Committee; provided that if the amount available be insufficient to pay and satisfy all such debts,
liabilities, obligations and claims in full they shall be paid and satisfied pro rata;
(vii) Seventh - subject to the Rules, Bye-Laws and Regulation of the Exchange, including in particular
Bye-Law 343, the balance, if any, shall be applied by the Defaulters’ Committee for the payment
of such unpaid debts, liabilities, obligations and claims to or of the defaulter’s constituents
arising out of any contracts made by such defaulter subject to the Rules, Bye-laws and Regulations
of the Exchange as shall have been admitted by the Governing Board; provided that if the amount
available be insufficient to pay and satisfy all such debts, liabilities, obligations and claims in full
they shall be paid and satisfied pro rata;
(viii) Eighth - the balance, if any, shall be paid into the Exchange’s Customers’ Protection Fund to the
extent of any and all amounts paid out of the Customers’ Protection Fund towards the obligations
or liabilities of the defaulter and interest thereon at the rate of 2.5% per month (or such other rate
as the Governing Board may specify) from the date of payment out of the Customers’ Protection
Fund to the date of repayment to the Fund; and
(ix) Ninth - the surplus, if any, shall be paid to the defaulter.
Clarification: It is clarified that this Bye-law 400 does not apply to the amount paid by the Governing Board
to the Defaulters’ Committee pursuant to Rule 16A in respect of the consideration received by the Governing
Board for exercising the right of nomination in respect of the defaulter’s erstwhile right of membership as the
same does not belong to the defaulter and the defaulter has no claim, right, title or interest therein.
Application of Consideration for Right of Nomination
401. In the event of the defaulter’s assets and other amounts mentioned in Bye-law 400 being insufficient to
pay the amounts mentioned in clauses (i) to (vii) of Bye-law 400 then the amount paid by the
Governing Board to the Defaulters’ Committee pursuant to Rule 16A in respect of the defaulter’s
erstwhile right of membership shall be applied by the Defaulters’ Committee for the purposes and in the
order of priority mentioned in clauses (i) to (vii) of Bye-Law 400 and the surplus, if any, shall be paid to the
funds of the Exchange; provided that the Exchange in general meeting may at its absolute discretion direct
that such surplus be disposed of or applied in such other manner as it may deem fit.
Charge on Members’/Defaulters’ Assets
1
402. Upon payment being made from the Fund pursuant to Bye-Law 389A or upon payment of any money by the
Defaulters’ Committee out of the money or property referred to at clauses (v) to (vii) of Byelaw 398 the
Exchange and the Defaulters’ Committee shall each have a first charge on all assets and property of the
member/defaulter wheresoever situated and of whatsoever nature as security for the repayment of such
money and the payment of interest thereon subject only to any and all charges, mortgages and other
encumbrances created thereon by the member/defaulter bona fide for valuable consideration prior to the day
such payment was made by the Defaulters’ Committee.
Proceedings by Defaulters’ Committee and Exchange
1403. For the purpose of recovering any amount payable by the member/defaulter to the Exchange, the Defaulters’
Committee, the Fund, or the Customers’ Protection Fund, the Exchange and/or the Executive Director shall
be entitled to take such steps and proceedings (including but not limited to sale of any property or a portion
thereof) as the Exchange and/or the Defaulters’ Committee may think fit against the member/defaulter, the
member’s/defaulter’s property and any person by whom any amount is payable to the member/defaulter.
Borrowings
1
404. For the purpose of making any payments referred to at Bye-law 391 and/or Bye-law 394 or for making any
payment pursuant to Bye-law 389A, the Defaulters’ Committee may borrow money without security and/or
against the security of any property of the Fund and/or any property offered to it as security by the defaulter
or any member.”
Expenses of the Fund
405. The members of the Defaulters’ Committee shall not be entitled to any remuneration but shall be
entitled to charge to the Fund all expenses of creation, administration and management of the Fund
including fees of auditors, lawyers, legal advisors, chartered accountants, valuers and other professional
advisers and salaries, wages and all related costs, charges and expenses in connection with the
creation, administration or management of the Fund and the exercise of the powers of the Fund.
1
Revised by Governing Board Resolution dated 31.03.01 and approved by SEBI on 22.05.01.
Protection for Acts Done in Good Faith and Indemnity
406. Save and except in the case of willful default and fraud, the Defaulters’ Committee, any sub -
committee or a member of the Defaulters’ Committee or any sub - committee shall not be liable for any
acts or omissions on its or his part in the exercise of its or his duties and functions.
407. Without prejudice to the above, the Fund shall bear all costs, charges and expenses for all suits,
actions, proceedings and claims filed or made against the Defaulters’ Committee or any member of
the Defaulters’ Committee except those arising out of their willful default or fraud and the members of the
Defaulters’ Committee shall be indemnified by the Fund from and against all actions, proceedings, losses,
damage, claims, liabilities, costs, charges and expenses in connection with the Fund or the
creation, management and administration thereof or any dealings therewith except those arising by reason
of their willful default or fraud.
Limited Payment from Fund
408. The payment from the Fund shall be limited to the extent of the money and assets in or available to the
Fund; and in the event of any shortfall, the Exchange, and/or the Defaulters’ Committee shall not be
liable.
Meetings of Defaulters’ Committee
409. The Defaulters’ Committee shall meet at least once in three months during every calendar year and not
more than three months shall elapse between any two meetings.
Meetings How Convened
410. A Defaulters’ Committee meeting may be convened by giving not less than forty-eight hours’ written
notice of the same to such of the members of the Defaulters’ Committee as are in Mumbai. Provided
however that in case of urgency a Defaulters’ Committee meeting may be convened by giving not less than
one hour’s oral or written notice of the same to such of the members of the Defaulters’ Committee as are
in Mumbai and the decision of the Chairman of the Defaulters’ Committee as to whether a case of urgency
exists and as to whether proper notice has been given shall be final and conclusive. A meeting of the
Defaulters’ Committee may be held on working days, holidays, within business hours as also outside
business hours.
Confidentiality
411. All minutes and proceedings of and all information obtained by the Exchange, the President, the Executive
Director, the Governing Board and the Defaulters’ Committee shall be deemed confidential.
Minutes
412. Minutes of the proceedings of the Defaulters’ Committee shall be maintained under the authority of the
Secretary of the Defaulters’ Committee. Such minutes shall be deemed to be confidential.
Correspondence
413. The Defaulters’ Committee shall not be obliged to recognise or act upon any communication unless it
is in writing, discloses the identity and address of the person addressing the communication and is
signed by the person addressing the communication.
Arbitration
414. Any claim, dispute or difference between the Exchange or the Defaulters’ Committee and a member or a
defaulter in connection with any amount payable or alleged by the Exchange or the Defaulters’ Committee
as being payable by the member or the defaulter to the Exchange, the Defaulters’ Committee or the Trade
Guarantee Fund shall be referred to the arbitration of the Executive Director of the Exchange or to the
arbitration of such person as the Executive Director may nominate in this behalf.
Date on which the Fund becomes Operational
415. (1) Upon the Governing Board being satisfied that the value of the Fund is sufficient for the Fund to
become operational (which value shall not be less than the value mentioned in Bye-law 385(a)(ii)),
the Governing Board shall specify a date as the date on which the Fund becomes operational.
(2) The provisions of Bye-law 391 to 402 and 404 shall come into force only on and from the date on
which the Fund become operational and shall apply only to defaults declared after such date.
416. Notwithstanding anything stated elsewhere in the Rules, Bye-laws and Regulations, the Defaulters’
Committee shall not be liable to pay any of the following amounts from the Fund:-
(i) any amount payable by the defaulter to the Clearing House on account of costs, charges,
expenses, fines or penalties;
(ii) any amount payable by the defaulter to any constituent on any account whatsoever;
(iii) any amount payable by the defaulter in respect of a transaction which is not part of the
Exchange’s settlement procedure;
(iv) any amount payable by the defaulter in respect of any transaction which would have been
settled otherwise than through the Clearing House (if such default had not occurred)
(v) any amount payable by the defaulter in respect of any transaction which is not entered into
through the Exchange’s computerised trading system unless such transaction has been
reported to the Exchange in the manner stipulated by the Exchange or by the Rules, Bye
- Laws and Regulations of the Exchange or both, and at the time of such reporting the member
and the defaulter have exercised the option to have the transaction settled through the Clearing
House.
Applicability of Hammer Price Provisions
417. Notwithstanding anything stated elsewhere in these Rules, Bye-laws and Regulations, when a member is
declared a defaulter, in the following circumstances the sale and purchase contracts entered into by the
defaulter with other members in the settlement in which the defaulter was declared a defaulter and in any
other settlements which are open or incomplete at the time of declaration of default shall be adjusted,
closed out and settled in accordance with the provisions of the Rules, Bye-laws and Regulations relating to
hammer prices and closing-out and adjustment of open transaction with a defaulter:-
(i) where a member is declared a defaulter prior to the date on which the Fund becomes operational,
(ii) when the payment is not made from the Fund by reason of the Fund being insufficient to make full
payment as envisaged under Bye-law 395,
(iii) to contracts entered into in such settlements as the Governing Board has, pursuant to the
provisions of Bye-law 394(2), passed a resolution determining that the provisions of clause (1) of
Bye-law 394 and/or the provisions of Bye-laws 391 and/or Bye-law 392 shall not apply,
(iv) to contracts to which the Defaulters’ Committee is precluded from or is not obliged to apply the
Fund under Bye-law 392 or any other Rule, Bye-law or Regulation.
1
Securities Lending And Borrowing
418 (i) Members shall be entitled to lend and borrow securities and otherwise participate in such
securities borrowing and lending schemes or sub-schemes of BOI Shareholding Limited
(hereinafter referred to as “BOISL”) or other approved intermediaries registered by the
Securities and Exchange Board of India (hereinafter referred to as “SEBI”) under the Securities
Lending Scheme, 1997, as may be from time to time approved by the Governing Board (here-
inafter collectively referred to as “Approved Schemes”). The Governing Board may at any time
in its discretion withdraw approval to a securities borrowing and lending scheme or sub-scheme
previously approved by it.
(ii) All contracts entered into by or with a Member under or pursuant to an Approved Scheme shall
be deemed to have been made subject to the Rules, Bye-laws and Regulations of the Ex-
change.
(iii) Members shall issue confirmation memos to their constituents in respect of borrowing and
lending transactions entered into by them with their constituents or on behalf of their constitu-
ents under any Approved Scheme.
(iv) Unless repugnant to or inconsistent with the context or the provisions of an Approved Scheme,
the Rules, Bye-laws and Regulations of the Exchange, the Good/Bad delivery Guidelines is-
sued by SEBI and other notices, circulars, rules, regulations, guidelines and directions of SEBI
and the Exchange shall apply mutatis mutandis to:-
(a) a contract by a Member to lend securities under an Approved Scheme in the same
manner as they apply to a contract by a Member to sell securities;
(b) a contract by a Member to borrow securities under an Approved Scheme in the same
manner as they apply to a contract by a Member to purchase securities;
(c) a contract by a Member to return securities previously borrowed by him under an

Approved Scheme in the same manner as they apply to a contract by a Member to
sell securities;
(d) a contract by a Member to receive back securities previously lent by him under an
Approved Scheme in the same manner as they apply to a contract by a Member to
purchase securities;
1
(e) an obligation by a Member to pay any amount or deliver any security under an
Approved Scheme in the same manner as they apply to an obligation by a Member to
pay an amount or deliver a security pursuant to a bargain made subject to the Rules,
Bye-laws and Regulations of the Exchange;
(f) the failure by a Member to fulfil an obligation under an Approved Scheme or pursuant
to a transaction made under an Approved Scheme in the same manner as they apply
to failure by a Member to fulfil an obligation under the Rules, Bye-laws and Regulations
of the Exchange or pursuant to a bargain made subject to the Rules, Bye-laws and
(g) the contract between, and the rights and obligations of, Members and their clients in
relation to lending, borrowing and other transactions under an Approved Scheme in the
same manner as they apply to contracts between, and rights and obligations of,
Members and their clients in relation to contracts for and transactions of the sale and
purchase of securities made subject to the Rules, Bye-laws and Regulations of the
Exchange.
(v) A breach by a Member of the provisions of an Approved Scheme or of any rules, procedures,
notices, circulars, directions, guidelines or provisions issued or made by the concerned
approved intermediary shall be deemed to be a violation by the Member of the Rules,
Bye-laws and Regulations of the Exchange or of rules, procedures, notices, circulars, directions,
guidelines or provisions issued or made by the Exchange, and the Exchange shall be entitled
to take proceedings and action against the Member accordingly including suspension of his
membership rights, expulsion or declaration of default.
(vi) If the rules or procedures (by whatever name called) of an Approved Scheme provide that a
member’s membership rights shall stand suspended or a member shall stand declared as a
defaulter in the event of occurrence of a specified event then the member’s membership rights
shall stand suspended or the member shall stand declared as a defaulter under the Exchange’s
Rules, Bye-laws and Regulations in the event of occurrence of such event.
(vii) All claims (whether admitted or not), disputes and differences between a Member and a
non-member arising out of or in relation to borrowing, lending, contracts, dealings or
transactions under or pursuant to an Approved Scheme or with reference to anything incidental
thereto or in pursuance thereof or relating to their construction, fulfilment or validity shall be
referred to and decided by arbitration as provided in the Rules, Bye-laws and Regulations of the
Exchange relating to Arbitration Other Than Between Members.
(viii) If any claim (whether admitted or not), dispute or difference arises between a sub-broker who is
registered with SEBI as affiliated with a member and his constituent arising out of or in relation
to borrowing, lending, contracts, dealings or transactions under or pursuant to an Approved
Scheme or with reference to anything incidental thereto or in pursuance thereof or relating to
their construction fulfilment or validity or in relation to the rights, obligations and liabilities of the
constituent, the sub-broker or the member in connection therewith, then such claim, difference
or dispute shall be brought to the notice of the member by the constituent in writing within six
months from the date of the claim, dispute or difference arising and the same shall as far as
possible be settled with the help of the member failing which it shall be brought to the notice of
the Exchange for resolution. If a claim, dispute or difference persists, the same shall be
Exchange relating to Arbitration Other Than Between Members
(ix) All claims (whether admitted or not), disputes and differences between Members arising out
of or in relation to borrowing, lending, contracts, dealings or transactions under or pursuant to
an Approved Scheme or with reference to anything incidental thereto (including claims,
complaints, differences, and disputes relating to errors or alleged errors in inputting any data or
command in the Exchange’s computerised trading system or in execution of any orders or
transactions on or by such trading system) or in pursuance thereof or relating to their
construction, fulfilment or validity and any question or dispute whether such borrowing, lending,
contracts, dealings or transactions has or have been done or entered into or not shall be
Exchange relating to Arbitration Between Members.”
NOTES
NOTES
C. REGULATIONS
INDEX - REGULATIONS
Reg. No. Subject Page No.
REGULATIONS 1
1.1 Trading Sessions on the Floor of the Exchange 1
1.2 Proceeding of Trading Sessions 1
1.3 Admission to the Floor of the Exchange 1
1.4 Badges 1
1.5 Badges to be Worn Prominently 1
1.6 Temporary Badges 1
1.7 Loss of Badges 1
1.8 Penalty for Improper Use of Badge 2
1.9 Return of Badges 2
1.10 Official Pads 2
1.11 Trading Posts 2
1.12 Bargains by Authorised Clerks 2
1.13 Remisiers Not to make Bargains 2
1.14 Trading Unit 2
1.15 Variations in Bids and Offers 3
REGULATION 2
DEALINGS IN THE SECURITIES
2.1 Conditions Precedent to Dealings on the Exchange 4

2.2 Listing Application 5
2.3 Listing of New Capital Issues 5
2.3A Security Deposit 5
2.3B Security Deposit 6
2.4 Supporting Documents 6
2.5 Listing Conditions and Requirements 7
2.6 Suspension or Withdrawal of Admission to Dealings 7
APPENDICES TO REGULATION 2
App.No. Reference
A Reg.2.1 (iv) Listing Requirements Relating to Memorandum 8
and Articles of Association
B Reg.2.1 (v) Listing Agreement Form (As on June, 2003) 9
& 2.5
C Reg.2.2 Letter of Application (By Companies Not Listed on 99
the Exchange)
D Reg.2.3 Letter of Application (By Companies for New Original 101
or Further Issues)
E Reg.2.2 Form of Application (By Companies Not Listed on the Exchange) 103
I
App.No. Reference
F Reg.2.3 Letter of Application (By Companies for New Issues) 113
G Reg.2.4 (i) List of Supporting Documents to be filled with the Listing
Application (By Listed Companies not listed on the Exchange) 116
H Reg.2.4 (i) List of Supporting Documents to be filled with the
Listing Application (By Listed Companies for New Original or
Further Issues) 118
I Reg.2.4 (ii) Distribution Schedule 119
REGULATION 3
BARGAINS
3.1 Hand Delivery Bargains in Government Securities and Debentures

Deemed to be at Seller’s Option 123
3.2 Hand Delivery Bargains in Non – Cleared Securities (Other than
Government Securities And Debentures) 123
3.3 Application Forms for Special Delivery and Specific Bargains 123
App.No. Reference
A Reg.3.3 Form of Application for Bargains for Special Delivery 124
B Reg.3.3 From of Application for Bargains for Special Bargains 125
REGULATION 4
4.1 Margin on Cleared Securities 126

4.2 Daily Business Statement 126
4.3 Daily Margin 126
4.4 Daily Margin Rates 126
4.5 Daily Margin Form 126
4.6 Deposit of Daily Margin 127
4.7 Interim Margin 127
4.8 Higher and Lower Interim Making – up Prices for Outstanding Purchases
and Sales 127
4.9 Annulment or Modification of Interim Making -up Price 128
4.10 Determination of Interim Marking – up Prices 128
4.11 - 12 Interim Margin Rates 128
4.13 Deposit of Interim Margin 129
4.14 Carry – Over Margin 129
4.15 Carry – Over Margin Rates 129
4.16 Determination of Special Marking – up Prices 129
II
4.17 Carry – Over Margin Form 129
4.18 Deposit of Carry – Over Margin 130
4.19 Additional Carry – Over Margin 130
4.20 Additional Carry – Over Margin Rates 130
4.21 Carry – Over Statement 130
4.22 Deposit Additional Carry – Over Margin Rates 130
4.23 Exemption in respect of Purchases 130
4.24 Margin Deposit in Cash or Approved Securities 131
4.25 Lien on Margin Deposit 131
4.26 Penalty for Failure to Deliver Margin Forms or Deposit Margin 131
4.27 Evasion of Margin Requirements 132
4.28 Penalty for Evasion 132
4.29 Contract Notes 132
4.30 Constituent’s Liability for Margin 132
4.31 Constituent’s Liability not Limited to Margin Deposit 132
4.32 Margin Deposit by Constituents 132
4.33 Governing Board may Supplement Margin Requirements 133
4A.1 Dealing in Securities Subject to Margin Requirements 133
4A.2 Daily Margin 133
4A.3 Carry – over Margin 134
App.No. Reference
A Reg.4.4 Daily Margin 135
B Reg.4.15 Carry – Over Margin 136
C Reg.4.20 Additional Carry – Over Margin Rates 137
D Reg.4.25(c) Letter of Declaration 138
REGULATION 5
COMPARISON OF CONTRACTS
5.1 Comparison Transaction Books or through Comparison Memos 139

5.2 Comparison in the Settling Room 139
5.3 Admission to the Settling Room 139
5.4 Badges 139
5.5 Badges to be Worn Prominently 139
5.6 Temporary Badges 139
5.7 Loss of Badges 139
5.8 Penalty for Improper Use of Badges 139
5.9 Return of Badges 139
5.10 Penalty for Non – Attendance in the Settling Room 140
5.11 Comparison by Comparison Memos 140
5.12 Form of Comparison Memos 140
III
App.No. Reference
A Reg.5.12 Comparison Memo 141
REGULATION 6
PROCEDURE FOR SETTLEMENT OF BARGAINS IN GOVT. SECURITIES AND
DEBENTURES BY HAND DELIVERY
6.1 Settlement of Government and Securities and Debentures 142

6.2 Delivery and Payment on Due Date 142
6.3 Issue of Receive –and –Pay Order 142
6.4 Selling – Out 142
6.5 Receive – and – Pay Orders 142
6.6 Place of Delivery when Receiving Party a Scheduled Bank 142
6.7 Place of Delivery when Delivering but not Receiving Party a Scheduled Bank 142
6.8 Place of Delivery when Delivering and Receiving Party not Scheduled Bank 143
6.9 When Cheques Release Intermediaries 143
6.10 Closing- Out 143
REGULATION 7
PROCEDURE FOR SETTLEMENT OF BARGAINS IN NON - CLEARED SECURITIES
(OTHER THAN GOVT. SECURITIES AND DEBENTURES) BY HAND DELIVERY
7.1 Settlement of Contract for Non- Cleared Securities 144

7.2 Delivery and Payment 144
7.3 Delivery in Part 144
7.4 No Deduction from Purchase Price 144
7.5 Payment of Cheque 144
7.6 Receive- and – Pay Order on Bank 144
7.7 Cash Payment 144
7.8 Delivery order on Bank 145
7.9 Receive- and – Pay Orders on Bank 145
7.10 Buying - in 145
7.11 Selling - Out 145
REGULATION 8
PROCEDURE FOR SETTLEMENT OF BARGAINS THROUGH THE CLEARING HOUSE
8.1 Clearing Process 146

8.2 Clearing Forms 146
8.3 Clearing Days 146
8.4 Process of Making – up Prices 146
8.5 Making – up Prices 146
8.6 Margin Forms 146
IV
8.7 Deposit of Margin 146
8.8 Comparison of Accounts 147
8.9 Tally Memo 147
8.10 Delivery and Receive Orders 147
8.11 Orders by Members 147
8.12 Clearing Custodians147
8.13 Delivery of Securities 148
8.14 Securities Particular Form 148
8.15 Credit in respect of Securities to be Received 148
8.16 Claim Notes and Credit Notes 148
8.17 Claim Notes for Difference Only 148
8.18 No Deduction form Claim Notes 148
8.19 Refund of Preferential Payment 149
8.20 Credit Notes only for Sums Due or Receivable 149
8.21 Refund When Sums Not Due to or Receivable from Constituents 149
8.22 Statement Sheets and Balance Sheet 149
8.23 Statement Sheets of Difference 149
8.24 Statement Sheet of Securities 149
8.25 Contingent Debits and Credits 150
8.26 Payment for Securities Delivered or Received Clearance 150
8.27 Notice of Non – Delivery and Non – Payment 150
8.28 Cheque in respect of Debit Balance 150
8.29 Stamp Duty Clearance List 150
8.30 Payment 151
8.31 Buying – in on Failure to Deliver 151
8.32 Clearance Lists in case of Discrepancy 152
8.33 Declaration of Default 152
8.34 Transaction with Defaulter 152
8.35 Separate Clearing Forms 152
8.36 Defaulter’s Creditors 152
8.37 Defaulter’s Debtors 152
8.38 Death of Member During Clearing 152
8.39 Notice of Delivery and Payment Outside 152
8.40 Clearing House Delivery Orders 153
8.41 Payment Against Delivery 153
8.42 Payment in Cash or Payment and Delivery Through Banks 153
8.43 Non-Delivery by Agreement 153
V
8.44 Closing-Out 153
8.45 Notice of Settlement by Process of Tickets 153
REGULATION 9
PROCEDURE FOR SETTLEMENT OF BARGAINS BY PROCESS OF TICKETS
9.1 Notice of Settlement by Process of Tickets 154

9.2 Buyer’s Tickets or Seller’s Tickets 154
9.3 Buyer’s Tickets 154
9.4 Seller’s Tickets 154
9.5 Rights and Liabilities 154
9.6 Issue of Tickets 154
9.7 Issue of Numbers for Tickets 155
9.8 Passing of Tickets 155
9.9 Notice of Closing – out on Non – Receipt of Tickets 155
9.10 Closing – Out 155
9.11 Making – up Prices and Differences 155
9.12 Delivery and Payment 155
9.13 Delivery and Payment Through Clearing House 155
9.15 Delivery and Payment Outside the Clearing House 156
9.17 Application of the Process of Tickets During Crisis 156
9.18 Application of the Process of Tickets During Corners 156
REGULATION 10
CLEARING HOUSE
10.1 Member’s 159

10.2 Attendance at Clearing House 159
10.3 Clearing Number 159
10.4 Clearing Forms 159
10.5 Signing of Clearing Forms 159
10.6 Specimen Signatures 159
10.7 Comparison with Specimen Signatures when Necessary 159
10.8 Charges for Clearing Forms 160
10.9 Clearing House Split and Balance Receipts 160
REGULATION 11
CLEARING AND OTHER FORMS
11.1 Clearing Forms, Special Returns and Other Forms 161
VI
App.No. Reference
A Reg.8.32 Clearing Forms – Form No. 1 Clearance List 162
Reg.8.29 Clearing Forms – Form No. 3 Clearance List 163
Reg.8.9 Tally Memo - Form No. 5 164
Reg.8.10 Delivery Order – Form No. 6 165
Reg.8.10 Receive Order – Form No. 7 166
Reg.8.12 Bank Deliver Order – Form No. 9 167
Reg.8.12 Bank Receiver Order – Form No.10 168
Reg.8.14 Securities Particulars - Form No.11 169
Reg.8.30 (b) Clearing House Securities Particulars - Form No.12 170
Reg.8.16 Claim Note - Form No.15 171
Reg.8.16 Credit Note – From No. 16 172
Reg.8.22 Statement Sheet of Difference — Form No.19 173
Reg.8.22 Statement Sheet of Securities —Form No. 20 174
Reg.4.2 Margin Form - From No.21 175
Reg.4.5 Statement Sheet of Securities - Form No. 22 176
Reg.4.13 Margin Form - Form No.23 177
Reg.4.21 Margin From - Form No.24 178
Reg.4.17 Margin From - Form No.25 179
Reg.8.27 Notice of Non – Delivery - From No.28 180
Reg.8.27 Notice of Non – Payment – Form No.29 181
Reg.8.22 Balance Sheet – Form No. 31 182
Reg.8.28 (b) Draft – From No.34 183
Reg.8.40 Clearing House Delivery Order From No.36 184
Reg.9.2 Buyer’s Ticket – Form No.41 185
Reg.9.2 Seller’s Ticket – Form No.42 186
Reg.9.13 Ticket Holder’s Clearance Sheet – From No.43 187
Reg.9.13 Ticket Issuer’s Clearance Sheet – From No.44 188
BL 356 (vii) Special Clearance Sheet - From No.46 189
Reg.10.9 Clearing House Split Receipt 193
Reg.10.9 Clearing House Split Receipt 194
REGULATION 12
12.1 Promissory Notes Good Delivery 195

12.2 Delivery Promissory Notes in Prescribed Lots 195
VII
12.3 Promissory Notes Bad Delivery 195
12.4 Renewal Fees for Government Securities 195
12.5 Bearer Certificate When Good Delivery 196
12.6,.7 Certificates Accompanied by Transfer Deeds Good Delivery 196
12.8 Split and Transfer Receipts When Good Delivery 196
12.9 Certified Transfers 197
12.10 Delivery in Prescribed Lots 197
12.11 Renewal Fees for Securities (other than Govt. Securities) 197
12.12 Stipulation Regarding Registration of Partly Paid Securities 198
12.13 Disputes relating to Good or Bad Delivery 198
12.14 Arbitration 198
REGULATION 13
CLOSING - OUT

13.2 Notice of Closing – out When Not Necessary 199
REGULATION 14
14.1 Brokerage 200

14.2-14.3 Contract Notes 200
App.No. Reference
A Reg.14.1 Official Scale of Brokerage 201
B Reg.14.2 Contract Note – Form No. A 202
B Reg.14.2.1 Contract Note – Form No. B 203
B Reg.14.2.1 Contract Note – Form No. AA 204
REGULATION 15
15.1 Forms 206

15.2 Application for Arbitration 206
15.2A Pecuniary Jurisdiction of Arbitral Tribunals 206
15.3 Nomination and Notice of Appointment 206
15.4 Reply to Arbitration and Counterclaim 207
15.5 Reply to Counterclaim 207
15.6A Appointment of Arbitrator(s) 207
15.6B Grounds for Challenge 208
15.6C Challenge Procedure 208
VIII
15.6D Failure or Impossibility to act 208
15.7 Umpire How Appointed (Deleted) 209
15.8 Notice when Arbitrators Differ (Deleted) 209
15.9 Intimation to the Umpire (Deleted) 209
15.10 Intimation Regarding Substitutes and other Appointment 209
15.11 Notice of Hearing 209
15.12 Adjournment of Hearing 209
15.13 Extension of Time for Making Award 209
15.14 Appearance 209
15.15 Further Information 209
15.16 Duties of Parties and Witnesses 210
15.17 Court Assistance in taking Evidence 210
15.18 Penalty for Obstruction 210
15.19 Powers of Arbitrator(s) 211
15.20 A-B Assessor and Expert Evidence 211
15.21 Ministerial Assistance 211
15.22 Scale of Arbitration Fees and Charges 212
15.23 Appeal against Arbitral Award 213
15.24 Request for Representation by an Advocate 215
15.26 Arbitration in Case of Defaulters 216
15.27 Issue of procedural Guidelines 217
15.28.29 Service by Advertisement 217
App.No. Reference
A Reg. 15.2 Arbitration Application Form – Form No.1 218
A Reg. 15.2 Arbitration Application Form – Form No.1A 220
A Reg.15.3 (i) Form of Nomination and Notice of Appointment – Form No.2 222
A Reg.15.3 (ii) Form of Nomination and Notice of Appointment – Form No.2A 223
A Reg.15.4 Form of Covering Letter – Form No.3 224
A Reg.15.4 Form of Covering Letter – Form No.3A 225
A Reg.15.4 Reply to Arbitration Application – Form No.4 226
A Reg.15.4 Reply to Arbitration Application – Form No.4A 227
A Reg.15.4 Form of Nomination and Appointment Form No.5 228
A Reg.15.4 Form of Nomination and Appointment Form No.5A 229
A Reg.15.6-15.10 Form of Appointment of Arbitrator - Form No. 6 230
A Reg.15.6-15.10 Form of Appointment of Arbitrator - Form No. 6A 231
A Reg.15.6-15.10 Form of Appointment of Arbitrator - Form No. 6A(1) to 6A(8) 232 to
239
A Reg.15.6-15.10 Form of Appointment of Arbitrator or Umpire - Form No.6B 240
A Reg.15.11 Notice of Hearing - Form No.9 241
IX
A Reg.15.13 Application for Enlargement of Time for Award – Form No.11 242
A Reg.15.23 I (2) Memorandum of Appeal – Form No.12 243
A Reg.15.23 VIII Notice of Appeal to Respondent – Form No.13 244
A Reg.15.23 VIII Memorandum of Appearance – Form No.14 245
A Reg.15.23 VIII Notice to Respondent of the day fixed for the Hearing of the
Appeal – Form No. 15 246
A Reg.15.23 VIII Memorandum of Cross Objection – Form No.16 247
A Reg.15.23 XIV Register of Appeals – Form No.17 248
A Reg.15.6 B In the Arbitral Tribunal, Stock Exchange, Mumbai Form No. 18 249
A Reg.15.6 B&C In the Arbitral Tribunal, Stock Exchange, Mumbai Form No. 19 250
A Reg.15.24 Form of Request for Allowing the Advocates to appear in
Arbitration – Form No.20 251
A Reg.15.24 Undertaking to be given by the Advocates – Form No.21 252
A Reg.15.23 Form of Appointment of Appeal Bench – Form No.23 253
A Reg.15.28 Notice of The Reference – Form No.24A 254
A Reg.15.28 Notice of The Reference – Form No.24B 255
A Reg.15.29 Register of Destroyed Document – Form No.25 256
REGULATION 16
16.1 Fees for Arbitration 257

16.2 Form of Reference 257
16.3 Notice and Communications how to be Served 257
App. No. Reference

A Reg.16.2 Form of Reference by Non Member - Form No.1 258
A Reg.16.4 Register of Destroyed Document - Form No. 2 259
REGULATION 17
GUIDELINES FOR ADVERTISEMENT BY MEMBERS
17.1 TO 17.9 Guidelines for Advertisement by Members 260
REGULATION 18
GUIDELINES FOR SUB – BROKERS
18.1 Guidelines for Sub – Brokers 261
X
REGULATION 19
CENTRAL DATABASE OF MARKET PARTICIPANTS
19 Central Database of Market Participants 262
REGULATION 20
LISTING AGREEMENT FOR DEBENTURES ISSUED THROUGH PUBLIC / RIGHT ISSUE
20 Listing Agreement for Debentures issued through Public / Right issue 263
REGULATION 21 LISTING AGREEMENT FOR PRIVATERLY PLACED DEBENTURES
21 Listing Agreement for Privately Placed Debentures 300
XI
Bombay Stock Exchange Limited 1 Regulations
REGULATION 1
(Bye-laws 5, 12, 15 and 16)
1
Trading Sessions on the Floor of the Exchange
1.1 The Trading sessions on the floor of the Exchange shall be held as under:
Monday to Friday 12 Noon to 2.30 p.m.

Saturday 12 Noon to 1.30 p.m.
Provided that on the Last Business day of a Clearing a morning session shall be held from 12 Noon
to 1.30 p.m. and an afternoon session from 3 p.m. to 5.30 p.m. and there shall be no trading session
on Saturday following such Last Business Day.
Proceedings of Trading Sessions
1.2 The following shall be the order of procedure at trading sessions on the floor of the Exchange :
A warning bell shall be rung fifteen minutes before the opening and the closing of the session. On
the sounding of the opening bell (after the warning bell) the session shall be open for trading and
shall continue open for trading until the sounding of the closing bell after which no further trading
shall take place.
Admission to the Floor of the Exchange
1.3 No one shall be admitted to the floor of the Exchange during a trading session unless he is wearing
a floor badge.
Badges
1.4 Members, their partners, remisiers and authorised clerks shall wear distinctive badges to be
obtained from the Exchange on payment of such fees as the Governing Board may from time to
time prescribe.
Badges to be Worn Prominently
1.5 The badges shall be kept in good condition and properly and prominently worn either on the lapel
of the coat or in some equivalent position.
Temporary Badges
1.6 A person arriving at the floor of the Exchange without a badge shall obtain a temporary badge
from the Exchange. Such badge shall be issued for one day only on payment of such fees as the
Loss of Badges
1.7 Members shall notify loss of badges to the Exchange and other badges will be issued in their place
on application by such members. In the case of authorised clerks or remisiers the reissue may be
after the lapse of such time from the date of notice of loss and on such conditions and on
payment of such fees as the Governing Board may from time to time prescribe.
1
Substituted by Governing Board Resolution dated 25.2.58.
Penalty for improper Use of Badge
1.8 The Governing Board or the President may expel, suspend or fine any partner, authorised clerk or
remiser who transfers his badge to any person or uses it for an improper purpose or makes a breach
of the conditions subject to which it is issued.
Return of Badges
1.9 Members who terminate a partnership or withdraw the authorisation of authorised clerks or
remisiers shall return to the Exchange the badges of their partners or of their authorised clerks or
remisiers (as the case may be) on the date of such termination or withdrawal.
Official Pads
1.10 Members, their partners and their authorised clerks shall be provided by the Exchange with
distinctive official pads for noting down bargains made by them.The official pads shall be issued
by the Exchange on payment of the prescribed charges and their use shall be subject to such
conditions as the Governing Board may from time to time prescribe.
Trading Posts
1.11 Trading that is the making of bargains and quotations in any security during a trading session must
take place at the post upon which the security is posted for trading.
Bargains by Authorised Clerks
1.12 Authorised clerks may make bargains on the floor of the Exchange only on behalf of the
employing members. They shall not make bargains either in their own name or in the name of any
member other than their employers. An authorised clerk acting in violation of this provision shall be
immediately suspended or expelled by the Governing Board or the President.
Remisiers Not to Make Bargains
1.13 Remisiers shall not make bargains on the floor of the Exchange either in their own name or on
behalf of their employers or any other member. A remiser acting in violation of this provision shall
be immediately suspended or expelled by the Governing Board or the President.
Trading Unit
1.14 The Governing Board may from time to time specify the units of trading in different securities. Where
trading units have not been so specified by the Governing Board bargains in any security shall be
deemed to be in the following units of trading unless otherwise stipulated when entering into the
bargain:
i) Shares of Joint Stock Companies of nominal value -
Unit
not exceeding Rs. 10 ... 100 Shares

exceeding Rs. 10 but not exceeding Rs. 25 ... 50 Shares
exceeding Rs. 25 but not exceeding Rs. 50 ... 10 Shares
exceeding Rs. 50 but not exceeding Rs.100 ... 5 Shares
exceeding Rs. 100 ... 1 Share
ii) Government Securities (including Loans and

Debentures of Port Trusts, Municipal Corporation, Rs. 25,000
etc.) ...
iii) Debentures of Joint Stock Companies .. Lowest denomination

in which certificates
are issued
1
Variations in Bids and Offers
1.15 Unless otherwise directed by the Governing Board or otherwise stipulated when entering into the
bargain bids or offers shall be made at variations other than the following minimum variations or
multiples thereof.
Minimum Variation
i) Shares of Joint Stock Companies when
market price -
(a) does not exceed Rs. 5 ... Re. 0.02

(b) exceeds Rs. 5 but does not exceed Rs. 75 ... Re. 0.05
(c) exceeds Rs. 75 ... Re. 0.25
ii) Government Securities (including Loans and

Debentures of Port Trusts, Municipal
Corporations, etc.) ... Re. 0.05
iii) Debentures of Joint Stock Companies ... Re. 0.05
1
Amended by Governing Board Resolution dated 20.11.73 w.e.f. 1.1.74.
REGULATION 2
(Bye-laws 32 and 35)
DEALINGS IN SECURITIES
Conditions Precedent to Dealings on the Exchange
2.1 The Governing Board may not grant admission to dealings to the securities of a Company which is
not listed on the Exchange unless-
Public Subscription
i) the subscription list inviting application for the securities from the public shall have been kept open
for atleast three days;
Advertisement
ii) the Prospectus or announcement in respect of such public subscription shall have been advertised
in newspapers;
Offer and Allotment
iii) at least twenty-five per cent of the issued capital whether such issue be the whole or part of the
authorised capital shall have been offered to the public (excluding vendors) in equal proportion
as to class or kind and allotted fairly and unconditionally:
Provided that where any part of the issued capital has been or is agreed to be taken up by the
Central Government, a State Government or a Government Company or any other organisation
that may be notified in this respect by the Central Government in the Official Gazette the
reference to twenty-five per cent of the securities to be offered to the public shall be construed to
mean twenty-five per cent of the issue available after setting aside the portion of the issued
capital so taken up or agreed to be taken up;
Memorandum and Articles of Association
iv) the Memorandum and Articles of Association of the Company shall contain the provisions
prescribed in Appendix A to this Regulation or such other provisions as the Governing Board may
from time to time prescribe in addition thereto or in modification or substitution thereof and
exclude provisions which in any way restrict free dealings or which in the opinionof the Governing
Board are undesirable or unreasonable:
Provided that the Governing Board may provisionally admit to dealings the securities of a
Company which undertakes to amend its Memorandum and Articles of Association at its next
General Meeting so as to fulfill the foregoing requirements and agrees to act in the meantime
strictly in consonance with the said requirements;
Listing Agreement
v) (a) the Company shall execute or undertake to execute under its seal a Listing Agreement in the
form prescribed in Appendix B to this Regulation or in such other form as the Governing Board
may from time to time prescribe in modification or substitution thereof.
1
(b) the Company incorporated outside India, execute or undertake to execute under its seal a
Listing Agreement in the form prescribed in Appendix B (Listing Agreement for IDRs) to this
1
Added as per SEBI’s letter dated 3.04.2006 & Board Resolution dated 31.07.2006
Regulation or in such other form as the Governing Board may from time to time prescribe in
modification or substitution thereof, for listing on the Exchange the Indian Depository Receipts
issued by it under the provisions of Companies (Issue of Indian Depository Receipts) Rules,
2004,
DISCLOSURE AND ACKNOWLEDGEMENT CARD
vi (a) The company shall make true, fair and adequate disclosure in the offer document/draft
prospectus/letter of offer in respect of any new or further issue of shares/securities
(b) The company shall not issue any prospectus offer document/letter of offer for public subscription
of any securities unless the said prospectus/offer document/letter of offer has been vetted by
SEBI and an Acknowledgement Card obtained from SEBI through the lead manager unless
the Regulation/guidelines of the Securities and Exchange Board of India provide otherwise
(c) The company shall also submit to the Exchange the following documents to enable it to
admit/ list the said securities for dealings on the Exchange, such as –
(i) a copy of the Acknowledgement Card or letter indicating the observations on draft
prospectus/ letter of offer/documents by SEBI; unless the Regulation/guidelines of the
Securities and Exchange Board of India provide otherwise, and
(ii) A certificate from a Merchant Banker acting as a lead manager to the issue reporting
positive compliance by the company of the guidelines on disclosure and investor
protection issued by SEBI.
(d) In the event of non-submission of the documents as in sub-clause (c) above by the company
to the Exchange or withdrawal of the Acknowledgement Card by SEBI at any time before
grant of permission for listing/admission to dealings of the securities, the securities shall not be
eligible for listing/dealing as the case may be, and the company shall be liable to refund the
subscription monies to the respective investors immediately.
Listing Application
2.2 Companies which are not listed on the Exchange shall make application for admission of their
securities to dealings on the Exchange in the forms prescribed in Appendix C and E to this Regulation
or in such other form or forms as the Governing Board may from time to time prescribe in addition
thereto or in modification or substitution thereof.
Listing of New Capital Issues
2.3 Companies which are listed on the Exchange shall apply for admission to dealings on the Exchange
of any new (original or further) issue of securities made by them. The application for admission shall
be made in the forms prescribed in Appendix D and F to this Regulation or in such other form or
forms as the Governing Board may from time to time prescribe in addition thereto or in modification
Security Deposit
1
2.3A The Governing Board shall not grant admission to dealings of securities of a company which is not
listed or of any new (original or further) issue of securities of a company which is listed on the
Exchange unless the company deposits and keeps deposited with the Exchange (in cases where
the securities are offered for subscription, whether through the issue of a prospectus, letter of offer
or otherwise, and the company has its registered office within the jurisdiction of the Exchange or
1
Inserted by Governing Board Resolution dated 11.1.92.
the Exchange is the Regional Stock Exchange for the company) an amount calculated at 1% (one
per cent) of the amount of securities offered for subscription to the public and/or to the holders of
existing securities of the company, as the case may be for ensuring compliance by the company
within the prescribed or stipulated period of all requirements and conditions hereinafter
mentioned refundable or forfeitable in the manner hereinafter stated.
(i) The company shall comply with all prevailing requirements of law including all requirements
of and under any notifications, directives and guidelines issued by the Central Government
or any statutory body or any body or authority acting under the authority or direction of the
Central Government and all prevailing listing requirements and conditions of the Exchange
where the company has applied for permission for admission to dealings of the securities,
within the prescribed or stipulated period;
(ii) If the company has complied with all the aforesaid requirements and conditions including,
wherever applicable, its obligation under Section 73 (or any statutory modification or re-en-
actment thereof) of the Companies Act, 1956 and obligations arising therefrom, with the
prescribed or stipulated period, the exchange shall refund to the company the said deposit
without interest within fifteen days from the expiry of the prescribed or stipulated period;
(iii) If on expiry of the prescribed or stipulated period or the extended period referred to hereafter,
the company has not complied with all the aforesaid requirements and conditions, the said
deposit shall be forfeited by the Exchange. Provided the forfeiture shall not release the
company of its obligation to comply with the aforesaid requirements and conditions;
(iv) If the company is unable to complete compliance of the aforesaid requirements and
conditions within the prescribed or stipulated period, the Exchange, at its discretion and if the
company has shown sufficient cause, but without prejudice to the obligation of the company
under the laws in force to comply with any such requirements and conditions within the
prescribed or stipulated period, may not forfeit the said deposit but may allow such further
time to the company as the Exchange may deem fit; Provided that (a) the Company has at
least ten days prior to expiry of the prescribed or stipulated period applied in writing for
extension of time to the Exchange stating the reasons for non-compliance, and (b) the
company, having been allowed further time by the Exchange, has before expiry of the
prescribed or stipulated period, published in a manner required by the Exchange, the fact of
such extension having been allowed; Provided further that where the Exchange has not
allowed extension in writing before expiry of the prescribed or stipulated period, the request
for extension shall be deemed to have been refused; Provided also that any such extension
shall not release the company of its obligation to comply with the aforesaid requirements and
conditions;
(v) If the company has complied with all the aforesaid requirements and conditions including,
wherever applicable, its obligation under Section 73 (or any statutory modification or re-en-
actment thereof) of the Companies Act, 1956 and obligations arising therefrom within such
extended period, the Exchange shall refund to the company the said deposit without interest
within fifteen days from the expiry of the extended period.
1
2.3B 50 per cent of the above mentioned security deposit should be paid to the Exchange in cash. The
balance amount should be provided for by way of a bank guarantee. The amount to be paid in
cash is limited to Rs. 3 crores.
Supporting Documents
2.4 Companies applying for admission of their securities to dealings on the Exchange shall submit to
the Exchange the following:
1
Inserted by Governing Board Resolution dated 22.6.92 and amended by Governing Board Resolution dated the 22.7.92.
(i) the documents and information prescribed in Appendix G or Appendix H (as the case may be) to
this Regulation or such other documents and information as the Governing Board may from time
to time prescribe in addition thereto or in modification or substitution thereof together with any
other documents and information which the Governing Board may require in any particular case;
Distribution Schedules
(ii) Distribution Schedules duly completed in respect of each class and kind of security in the form
prescribed in Appendix I to this Regulation or in such other form or forms as the Governing
Board may from time to time prescribe in addition thereto or in modification or substitution thereof.
Listing Conditions and Requirements
2.5 All Companies which are listed on the Exchange shall comply with the listing conditions and
requirements contained in the Agreement Form appearing in Appendix B to this Regulation or
such other conditions and requirements as the Governing Board may from time to time prescribe
in addition thereto or in modification or substitution thereof.
Suspension or Withdrawal of Admission to Dealings
The Governing Board may suspend or withdraw admission to dealings granted to the securities of
a listed Company which acts in breach of the listing conditions and requirements prescribed in
these provisions.
APPENDIX A TO REGULATION 2
[Regulation 2.1(iv)]
Listing Requirements Relating to

1
{ Memorandum and } Articles of Association
The Articles of Association of a Company shall contain the following provisions namely -
i) that a common form of transfer shall be used;
ii) that fully paid shares shall be free from all lien and that in the case of partly paid shares the
Company’s lien shall be restricted to moneys called or payable at a fixed time in respect of such
shares;
iii) that registration of transfer shall not be refused on the ground of the transferor being either alone
or jointly with any other person or persons indebted to the Company on any account whatsoever;
iv) that any amount paid up in advance of calls on any share may carry interest but shall not in
respect thereof confer a right to dividend or to participate in profits;
v) that there shall be no forfeiture of unclaimed dividends before the claim becomes barred by law;
vi) that option or right to call of shares shall not be given to any person except with the sanction of the
Company in general meeting.
Note : The Governing Board may take exception to any provision contained in the Memorandum and
Articles of Association of a Company which may be deemed undesirable or unreasonable in the case
of a public Company and may require inclusion of specific provisions deemed to be desirable and
necessary.
1
APPENDIX B TO REGULATION 2
[Regulations 2.1(v) and 2.5]
Listing Agreement Form

(As on June, 2003)
Agreement made this ________________________ day of ______________20 ________ by a Company duly

formed and registered under the Indian Companies Act and having its Registered Office in
______________(hereinafter called “the Company”) WITH THE STOCK EXCHANGE OF MUMBAI (hereinafter
called “the Exchange”)
Witnesseth
WHEREAS the Company has filed with the Exchange an application for listing its securities more particularly
described in Schedule I annexed hereto and made a part hereof
AND WHEREAS it is a requirement of the Exchange that there must be filed with the application an
agreement in terms hereinafter appearing to qualify for the admission and continuance of the said
securities upon the list of the Exchange
NOW THEREFORE in consideration of the Exchange listing the said securities the Company hereby
covenants and agrees with the Exchange as follows:
1. The Company agrees —-
(a) that Letters of Allotment will be issued simultaneously and that in the event of its being
impossible to issue Letters of Regret at the same time a notice to that effect will be inserted
in the press so that it will appear on the morning after the Letters of Allotment have been
posted;
(b) that Letters of Right will be issued simultaneously;
(C) that Letters of Allotment, Acceptance or Right will be serially numbered, printed on good
quality paper and examined and signed by a responsible officer of the Company and that
whenever possible they will contain the distinctive numbers of the securities to which they
relate;
(d) that Letters of Allotment and renounceable Letters of Right will contain a provision for
splitting and that when so required by the Exchange the form of renunciation will be printed
on the back of or attached to the Letters of Allotment and Letters of Right;
(e) that Letters of Allotment and Letters of Rights will state how the next payment of interest or
dividend on the securities will be calculated.
2. The Company will issue, when so required, receipts for all the securities deposited with it whether
for registration, sub-division, consolidation, renewal, exchange or for other purposes.
3. The Company agrees —
(a) to have on hand at all times a sufficient supply of certificates to meet the demands for
transfer, sub-division, consolidation and renewal;
(b) to issue certificates or Pucca Receipts within one month of the date of the expiration of any
Right to Renunciation;
(c) to issue certificates within one month of the date of lodgment for transfer,sub-division,
consolidation, renewal, exchange or endorsement of calls/allotment monies or to issue within
fifteen days of such lodgment for transfer Pucca Transfer Receipts in denominations
corresponding to the market units of trading autographically signed by a responsible official
of the Company and bearing an endorsement that the transfer has been duly approved by
the Directors or that no such approval is necessary;
(d) to issue without charge Balance Certificates, within one month, if so required;
(e) to issue new certificates in replacement of those which are lost within six weeks of notification
of loss and receipt of proper indemnity.
4. The Company agrees - - -
(a) to issue, unless the Exchange otherwise agrees and the parties concerned desire, Allotment
Letter, Share Certificates, Call Notices and other relevant documents in market untis of
trading and in the case of share certificates issued pursuant to conversion of debentures or
shares allotted in respect of tradeable warrants or exercise of rights or bonus issue or
amalgamations which are not in market units of trading, in denominations of 1, 5, 10, 50
shares;
(b) to split certificates, Letters of Allotment, Letters of Right, and Split, Consolidation, Renewal
and Pucca Transfer Receipts of large denominations into smaller units;
(c) to consolidate certificates of small denominations into denominations corresponding to the

market units of trading;
(d) to issue within one week Split, Consolidation and Renewal Receipts duly signed by an official
of the Company and in denominations corresponding to the market units of trading,
particularly when so required by the Exchange;
(e) to exchange ‘Rights’ or ‘Entitled’ shares into Coupons or Fractional Certificates when so
required by the Exchange;
(f) to issue call notices and splits and duplicates thereof in a standard form acceptable to the
Exchange, to forward a supply of the same promptly to the Exchange for meeting requests
for blank split and duplicate call notices, to make arrangements for accepting call moneys
at all centres where there are recognised stock exchanges in India and not to require any
discharge on call receipts;
(g) to accept the discharge of the members of the Exchange on Split, Consolidation and
Renewal Receipts as good and sufficient without Insisting on the discharge of the registered
holders.
5. When documents are lodged for sub-division, consolidation or renewal through the Clearing House
of the Exchange, the Company agrees - - -
(a) that it will accept the discharge of an official of the Stock Exchange Clearing House on the
Company’s Split, Consolidation and Renewal Receipts as good and sufficient without
insisting on the discharge of the registered holders;
(b) that when the Company is unable to issue certificates or Split,Consolidation or Renewal
Receipts immediately on lodgment, it will verify whether the discharge of the registered holders
on the documents lodged for sub-division, consolidation or renewal and their signature on
the relative transfers are in order.
6. The Company will, if so required by the Exchange, certify transfers against Letters of Allotment,
Certificates and Balance Receipts and in that event the Company will promptly make on transfers
an endorsement to the following effect:
“Name of Company _______________________________________________ Certificate / Allotment Letter

No._____________________________________________ for the within -mentioned __________ shares is
deposited in the Company’s Office against this transfer No._______________ Signature(s) of Official(s)
___________________ Date ____________”
7. On production of the necessary documents by shareholders or by members of the Exchange, the

Company will make on transfers an endorsement to the effect that the Power of Attorney or Pro-
bate or Letters of Administration or Death Certificate or Certificate of the Controller of Estate Duty
or similar other document has been duly exhibited to and registered by the Company.
8. The Company agrees that it will not make any charge - - -
(a) for registration of transfers of its shares and debentures;

(b) for sub-division and consolidation of share and debenture certificates and for sub-division of
Letters of Allotment and Split, Consolidation, Renewal and Pucca Transfer Receipts into
denominations corresponding to the market unit of trading;
(c) for sub-division of renounceable Letters of Right;
(d) for issue of new certificates in replacement of those which are old, decrepit or worn out, or
where the cages on the reverse of recording transfers have been fully utilised;
(e) for registration of any Power of Attorney, Probate, Letters of Administration or similar other
documents.
9. The Company agrees that it will not charge any fees exceeding those which may be agreed upon
with the Exchange - - -
(a) for issue of new certificates in replacement of those that are torn, defaced, lost or destroyed;
(b) for sub-division and consolidation of share and debenture certificates and for sub-division of
Letters of Allotment and Split, Consolidation, Renewal and Pucca Transfer Receipts into
denominations other than those fixed for the market units of trading.
10. The Company will promptly verify the signatures of shareholders on Allotment Letters, Split,
Consolidation, Renewal, Transfer and any other Temporary Receipts and transfer deeds when so
required by the shareholders or a member of the Exchange or by the Stock Exchange Clearing
House.
11. The Company agrees that it will entertain applications for registering transfers of its securities when
---
(a) the instrument of transfer is in any usual or common form approved by the Exchange; and
(b) the transfer deeds are properly executed and accompanied either by certificates or by
Letters of Allotment, Pucca Transfer Receipts or Split, Consolidation or Renewal Receipts duly
discharged either by the registered holders or, in the case of Split, Consolidation and
Renewal Receipts, by the members of the Exchange or an official of the Stock Exchange
Clearing House as provided herein.
12. On lodgment of the proper documents, the Company agrees that it will register transfers of its
securities in the name of the transferee except - - -
(a) when the transferee is, in exceptional circumstances, not approved by the Directors in
accordance with the provisions contained in the Articles of Association of the Company, in
which event the President of the Exchange will be taken into confidence, when so required,
as to the reasons for such rejection;
(b) when any statutory prohibition or any attachment or prohibitory order of a competent authority
restrains the Company from transferring the securities out of the name of the transferor;
(c) when the transferor objects to the transfer provided he serves on the Company within a
reasonable time a prohibitory order of a Court of competent jurisdiction.
12A. (1) The company agrees that when proper documents are lodged for transfer and there are no
material defects in the documents except minor difference in signature of the transferor(s),
(i) then the company will promptly sent to the first transferor an intimation of the aforesaid
defect in the documents and inform the transferor that objection, if any, of the transferor
supported by valid proof, is not lodged with the company within fifteen days of receipt of
the company’s letter, then the securities will be transferred;
(ii) if the objection from the transferor with supporting documents is not received within the
stipulated period, the company shall transfer the securities provided the company does
not suspect fraud or forge in the matter.
(2) The company agrees that when the signature of transferor(s) is attested by a person authorised
by the Department of Company Affairs, u/s 108(1A) of the Companies Act, 1956, then it shall
not refuse to transfer the securities on the ground of signature difference unless it has reason
to believe that a forgery or fraud is involved.
1
(3) The company agrees that in respect of shares where the company has not effected transfer
of shares within 1 month or where the company has failed to communicate to the transferee
any valid objection to the transfer within the stipulated time period of 1 month, the company
shall compensate the aggrieved party for the opportunity losses caused during the period of
the delay.
In addition, the company keeping in view the provisions of Section 206A of the Companies
Act, 1956 and Section 27 of the Securities Contract (Regulation) Act, 1956, provide all ben-
efits (i.e. bonus shares, right shares, dividend) which accrued to the investor during the inter-
vening period on account of such delay.
2
(4) The Issuer agrees that any claims, difference or dispute arising out of Clause 12 A (3) may be
referred to and decided by arbitration as provided in the Bye-laws and Regulations of the
Exchange. The issuer further agrees to actively participate in any arbitral proceeding so
initiated and comply with the arbitration award.”
13. The Company will promptly notify the Exchange of any attachment or prohibitory orders restraining
the Company from transferring securities out of the names of the registered holders and furnish to
the Exchange particulars of the number of securities so affected, the distinctive numbers of such
securities and the names of the registered holders thereof.
1
Inserted by SEBI’s letter dated 07.05.2002 and adopted by Governing Board Resolution dated 25-01-03
2
Inserted by SEBI’s letter dated 07.05.2002 and adopted by Governing Board Resolution dated 25-01-03
14. If, in view of the volume of the business in the listed securities of the company, the Exchange so
requires, the Company will arrange to maintain - - -
(a) a transfer register in the City of Mumbai on which all securities of the Company that are listed
on the Exchange would be directly transferable;
Or
(b) a registry office or some other suitable office satisfactory to the Exchange within the Fort
Area of the City of Mumbai, which will receive and redeliver all securities there tendered for
the purpose of transfer, subdivision, consolidation or renewal.
15. The Company agrees that it will not close its Transfer Books on such days (or, when the Transfer
Books are not to be closed, fix such date for the taking of a record of its shareholders or debenture
holders) as may be inconvenient to the Exchange for the purpose of settlement of transactions, of
which due notice in advance shall have been given by the Exchange to the Company.
1
16. The Company agrees to close its Transfer Books for purposes of declaration of dividend or issue of
right or bonus shares or issue of shares for conversion of debentures or of shares arising out of rights
attached to debentures or for such other purposes as the Exchange may agree to or require and
further agrees to close its Transfer Books at least once a year at the time of the Annual General
Meeting if they have not been otherwise closed at any time during the year and to give to the
Exchange the notice in advance of at least twenty one days (fifteen days in case of such securities
which are announced by SEBI from time to time for compulsory delivery in dematerialized form by
all investors), or of as many days as the Exchange may from time to time reasonably prescribe,
stating the dates of closure of its Transfer Books (or, when the Transfer Books are not to be closed,
the date fixed for taking a record of its shareholders or debenture holders) and specifying the
purpose or purposes for which the Transfer Books are to be closed (or the record is to be taken)
and to send copies of such notices to the other recognized stock exchanges in India.
2
The company further agrees that the minimum time gap between the two book closures and/or
record dates would be atleast 30 days.”
3
Provided that a company on whose stocks, derivatives are available or whose stocks form part of
an index on which derivatives are available, shall give a notice period of 30 days to Exchanges for
corporate actions like mergers, de-mergers, splits and bonus shares.
17. The Company will accept for registration transfers that are lodged with the company upto the
date of closure of the Transfer Books (or when the Transfer Books are not closed, up to the record
date) and save as provided in Clause 12 will register such transfers forthwith; and unless the
Exchange agrees otherwise, the Company will defer, until the Transfer Books have reopened,
registration of any transfers which may be received after the closure of the Transfer Books.
18. The Company will publish in a form approved by the Exchange such periodical interim statements
of its working and earning as it shall from time to time agree upon with the Exchange.
19. The Company agrees ………….

4
(a) to give prior intimation to the Exchange about the Board Meeting at which proposal for
BuyBack of Securities, declaration/recommendation of Dividend or Rights or issue of
convertible debentures or of debentures carrying a right to subscribe to equity shares or the
passing over of dividend is due to be considered atleast 7 days in advance;
(b) to give notice simultaneously to the Stock Exchanges in case the proposal for declaration of
bonus is communicated to the Board of Directors of the company as part of the agenda
1
Amended as per Governing Board Resolution dated 13.09.2001 & 29.11.2003
2
3
Inserted by Governing Board Resolution dated 16.12.2004
4
Revised by Governing Board Resolution dated 16.01.2002
papers. (No prior intimation to the Exchange is required about the Board Meeting in case the
declaration of Bonus by the Company is not on the agenda of the Board Meeting);
(c) that it will recommend or declare all dividend and/or cash bonuses at least five days before
commencement of the closure of its transfer books or the record date fixed for the purpose.
1
20. The Company will, immediately on the date of the meeting of its Board of Directors held to
consider or decide the same, intimate to the Exchange within 15 minutes of the closure of the
Board Meetings by Letter/ fax, (or, if the meeting be held outside the City of Mumbai, by fax/
telegram) - - -
(a) all dividends and/or cash bonuses recommended or declared or the decision to pass any
dividend or interest payment;
(b) the total turnover, gross profit/loss, provision for depreciation, tax provisions and net profits for
the year (with comparison with the previous year) and the amounts appropriated from
reserves, capital profits, accumulated profits of past years or other special source to provide
wholly or partly for the dividend, even if this calls for qualification that such information is
provisional or subject to audit.
2
(c) The decision on Buyback of Securities.
21. The Company will fix and notify the Exchange at least twenty-one days in advance of the date on
and from which the dividend on shares, interest on debentures and bonds, and redemption amount
of redeemable shares or of debentures and bonds will be payable and will issue simultaneously
the dividend warrants, interest warrants and cheques for redemption money of redeemable shares
or of debentures and bonds, which shall be payable at par at such centres as may be agreed to
between the Exchange and the Company and which shall be collected at par, with collection
charges, if any, being borne by the Company, in any bank in the country at centres other than the
centers agreed to between the Exchange and the Company, so as to reach the holders of shares,
debentures or bonds on or before the date fixed for payment of dividend, interest on debentures
or bonds or redemption money, as the case may be.
1
22. The Company will, immediately on the date of the meeting of its Board of Directors held to
consider or decide the same, intimate to the Exchange within 15 minutes of the closure of the
Board meetings by Letter/ fax (or, if the meeting be held outside the City of Mumbai, by fax
telegram) - - -
(a) short particulars of any increase of capital whether by issue of bonus shares through
capitalisation, or by way of right shares to be offered to the shareholders or debenture
holders, or in any other way;
(b) short particulars of the reissue of forfeited shares or securities, or the issue of shares or securities
held in reserve for future issue or the creation in any form or manner of new shares or securities
or any other rights, privileges or benefits to subscribe to;
(c) short particulars of any other alterations of capital, including calls;
(d) any other information necessary to enable the holders of the listed securities of the Company
to appraise its position and to avoid the establishment of a false market in such listed securities.
(a) to issue or offer in the first instance all shares (including forfeited shares, unless the Exchange
otherwise agrees), securities, rights, privileges and benefits to subscribe to pro rata to the
1
Substituted as per SEBI’s letter dated 15.02.2001 and Governing Board Resolution dated 8.03.2001
2
equity shareholders of the Company unless the shareholders in the general meeting decide
otherwise;
(b) to close the Transfer Books as from such date or to fix such record date for the purpose in
consultation with the Exchange as may be suitable for the settlement of transactions and to
so close the Transfer Books or fix the record date only after the sanctions subject to which the
issue or offer is proposed to be made have been duly obtained unless the Exchange agrees
otherwise;
(c) to make such issues or offers in a form to be approved by the Exchange and unless the
Exchange otherwise agrees to grant in all cases the right of renunciation to the shareholders
and to forward a supply of the renunciation forms promptly to the Exchange;
(d) to issue, where necessary, coupons or fractional certificates unless the Company in general
meeting or the Exchange agrees otherwise, and when coupons or fractional certificates are
not issued, to provide for the payment of the equivalent of the value, if any, of the fractional
rights in cash;
(e) to give to the shareholders reasonable time, not being less than four weeks, within which to
record their interest and exercise their rights;
(f) to issue Letters of Allotment or Letters of Right within six weeks of the record date or date of
reopening of the Transfer Books after their closure for the purpose of making a bonus or rights
issue and to issue Allotment Letters or certificates within six weeks of the last date fixed by the
Company for submission of letters of Renunciation or applications of new securities.
1
24 (a) The company agrees to obtain ‘in-principal’ approval for listing from the exchanges having
nationwide trading terminals where it is listed, before issuing further shares or securities. Where
the company is not listed on any exchange having nationwide trading terminals, it agrees to
obtain such ‘in-principal’ approval from all the exchanges in which it is listed before issuing
further shares or securities. The Company agrees to make an application to the Exchange for
the listing of any new issue of shares or securities and of the provisional documents
relating thereto.
(b) The company agrees to make true, fair and adequate disclosure in the offer document /
draft prospectus / letter of offer in respect of any new or further issue of shares / securities.
(c) The company agrees that it shall not issue any prospectus/offer document/letter of offer for
public subscription of any securities unless the said prospectus/offer document/letter of offer
has been vetted by SEBI and an Acknowledgment Card obtained from SEBI through the
lead manager. Unless the regulation / guidelines of the Securities and Exchange Board of
India provide otherwise.
(d) The company further agrees that the company shall submit to the Exchange the following
documents to enable it to admit/list the said securities for dealings on the Exchange, such
as -
(i) a copy of the Acknowledgment Card or letter indicating the observations on draft
prospectus/letter of offer/offer documents by SEBI; unless the regulation/guidelines of the
Securities and Exchange Board of India provide otherwise, and
(ii) a certificate from a Merchant Banker acting as a lead manager to the issue reporting
positive compliance by the company of the Guidelines on Disclosure and Investor
Protection issued by SEBI.
1
(e) in the event of non-submission of the documents as mentioned in subclause (d) above by
the company to the Exchange or withdrawal of the Acknowledgment Card by SEBI at any
time before grant of permission of listing/admission to dealings of the securities, the securities
shall not be eligible for listing/dealing, as the case may be, and the company shall be liable
to refund the subscription monies to the respective investors immediately.
1
(f) The company agrees that it shall file any scheme/petition proposed to be filed before any
Court or Tribunal under sections 391,394 and 101 of the Companies Act, 1956, with the stock
exchange, for approval, at least a month before it is presented to the Court or Tribunal.
1
(g) The company agrees to ensure that any scheme of arrangement/amalgamation/merger/
reconstruction/reduction of capital, etc., to be presented to any Court or Tribunal does not
in any way violate, override or circumscribe the provisions of securities laws or the stock
exchange requirements.
Explanation : For the purpose of this sub-clause, ‘securities laws’ mean the SEBI Act, 1992, the Securities
Contracts (Regulation) Act, 1956, the Depositories Act, 1996 and the provisions of the Companies Act,
1956 which are administered by SEBI under section 55A thereof, the rules, regulations, guidelines etc.
made under these Acts and the Listing Agreement.
1
(h) The company agrees that in the explanatory statement forwarded by it to the shareholders
u/s 393 or accompanying a proposed resolution to be passed u/s 100 of the Companies Act,
it shall disclose the pre and post-arrangement or amalgamation (expected) capital
structure and shareholding pattern.
25. In the event of the Company granting any options to purchase any shares of the Company, the
Company will promptly notify the Exchange - - -
(a) of the number of shares covered by such options, of the terms thereof and of the time within
which they may be exercised;
(b) of any subsequent changes or cancellation or exercise of such options.
26. Unless the terms of issue otherwise provide, the Company will not select any of its listed securities for
redemption otherwise than pro-rata or by lot and will promptly furnish to the Exchange any infor-
mation requested in reference to such redemption.
27. The Company will promptly notify the Exchange - - -
(a) of any action which will result in the redemption, cancellation or retirement in whole or in
part of any securities listed on the Exchange;
(b) of the intention to make a drawing of such securities, intimating at the same time the date of
the drawing and the period of the closing of the Transfer Books (or the date of striking of the
balance) for the drawing;
(c) of the amount of security outstanding after any drawing has been made.
28. The Company will not make any change in the form or nature of any of its securities that are listed
on the Exchange or in the rights or privileges of the holders thereof without giving twenty one days’
prior notice to the Exchange of the proposed change and making an application for listing of the
securities as changed if the Exchange shall so require.
1
inserted as per SEBI’s letter dated 08.05.2003 and adopted by Governing Board Resolution dated 23.05.2003
29. The Company will promptly notify the Exchange of any proposed change in the general charac-
ter or nature of its business.
30. The Company will promptly notify the Exchange - - -
(a) of any change in the Company’s directorate by death, resignation, removal or otherwise;
(b) of any change of Managing Director, Managing Agents or Secretaries and Treasures;
(c) of any change of Auditors appointed to audit the books and accounts of the Company.
31. The Company will forward to the Exchange promptly and without application —
(a) six copies of the Statutory and Directors’ Annual Reports, Balance Sheets and Profit and Loss
Accounts and of all periodical and special reports as soon as they are issued and one copy
each to all the recognized stock exchanges in India;
(b) six copies of all notices, resolutions and circulars relating to new issue of capital prior to their
despatch to the shareholders;
2
(c) three copies of all the notices, call letters or any other circulars including notices of meetings
convened u/s 391 or section 394 read with section 391 of the Companies Act, 1956 together
with Annexures thereto, at the same time as they are sent to the shareholders, debenture
holders or creditors or any class of them or advertised in the Press.”
(d) copy of the proceedings at all Annual and Extraordinary General Meetings of the Company;
(e) three copies of all notices, circulars, etc., issued or advertised in the presseither by
the Company, or by any company which the Company proposes to absorb or with which
the Company proposes to merge or amalgamate, or under orders of the court or any other
statutory authority in connection with any merger, amalgamation, re-construction, reduction
of capital, scheme or arrangement, including notices, circulars, etc. issued or advertised in
the press in regard to meetings of shareholders or debenture holders or creditors or any class
of them and copies of the proceedings at all such meetings.
1
32. The Company will supply a copy of the complete and full Balance Sheet, Profit and Loss Account
and the Directors’ Report, to each Shareholder and upon application to any member of the
Exchange.
However, the company may supply single copy of complete and full Balance Sheet and Profit &
Loss Account and Director’s report to shareholders’ residing in one household (i.e. having same
address in the Books of Company/ Registrars/ Share transfer agents). Provided that, the company
on receipt of request shall supply the complete and full Balance Sheet and Profit & Loss Account
and Director’s report also to any shareholder residing in such household. Further, the company will
supply abridged Balance sheet to all the shareholders in the same household.
In case the company has changed its name suggesting any new line of business (including
software business), after 1st January, 1998 or it changes the name hereafter, then the company
will disclose the turnover and income, etc., from such new activities separately in the annual results
for a period of 3 years from the date of change in the name of the company.
In addition to the above provisions, listed companies which decide to change their names would
be required to comply with the following conditions :
1. a time period of at least 1 year should have elapsed from the last name change
1
As amended by Governing Board Resolution dated 15.02.2001, 13.09.2001, 25.01.2003 & 29.05.2004.
2
Amended as per SEBI’s letter dated 08.05.2003 and adopted by Governing Board Resolution dated 23.05.2003
2. at least 50% of the total revenue in the preceding 1 year period should have been accounted
for by the new activity suggested by the new name.
The new name along with the old name shall be disclosed through the web sites of the respective
stock exchange/s where the company is listed and also through the EDIFAR web site for a
continuous period of one year, from the date of the last name change.
The Company will also give a Cash Flow Statement along with Balance Sheet and Profit and Loss
Account. The Cash Flow Statement will be prepared in accordance with the Accounting
Standard on Cash Flow Statement (AS-3) issued by the Institute of Chartered Accountants of India,
and the Cash Flow Statement shall be presented only under the Indirect Method as given in AS-3.
The company will mandatorily publish Consolidated Financial Statements in its Annual Report in
addition to the individual financial statements. The company will have to get its Consolidated
Financial Statements audited by the statutory auditors of the company and file the same with the
Stock Exchange.
The company will make disclosures in compliance with the Accounting Standard on “Related
Party Disclosures” in its Annual Report.
Disclosure of loans /advances and investments in its own shares by the listed companies, their
subsidiaries , associates etc.
The following disclosure requirements shall be complied by the companies in the Annual Accounts
Sr. no. In the accounts of Disclosures of amounts at the year end and the maximum amount of
loans / advances / Investments outstanding during the year.
1 Parent • Loans and advances in the nature of loans to subsidiaries by name

and amount..
• Loans and advances in the nature of loans to associates by name
and amount.
• Loans and advances in the nature of loans where there is
• (I) no repayment schedule or repayment beyond seven years or
• (II) no interest or interest below section 372A of Companies Act by
name and amount
• Loans and advances in the nature of loans to firms/companies in
which directors are interested by name and amount.
2 Subsidiary Same disclosures as applicable to the parent company in the

accounts of subsidiary company.
3 Parent Investments by the loanee in the shares of parent company and

subsidiary company, when the company has made a loan or
advance in the nature of loan.
Note : 1) For the purpose of the above disclosures the terms “parent” and “subsidiary” shall have the
same meaning as defined in the Accounting Standard on Consolidated Financial Statement
(AS 21) issued by ICAI
2) For the purpose of the above disclosures the terms ‘Associate’ and ‘Related Party’ shall have
the same meaning as defined in the Accounting Standard on “Related Party” Disclosures (AS
18)” issued by ICAI
3) For the purpose of above disclosures directors interest shall have the same meaning as given
in Sec 299 of Companies Act.
The above disclosures shall be applicable to all listed companies except for listed banks.
33. The Company will forward to the Exchange copies of all notices sent to its shareholders with
respect to amendments to its Memorandum and Articles of Association and will file with the
Exchange six copies (one of which will be certified) of such amendments as soon as they shall
have been adopted by the Company in general meeting.
(a) that it will not exercise a lien on its fully paid shares and that in respect of partly paid shares it
will not exercise any lien except in respect of moneys called or payable at a fixed time in
respect of such shares;
(b) that it will not decline to register or acknowledge any transfer of shares on the ground of the
transferor being either alone or jointly with any other person or persons indebted to the
Company on any account whatsoever;
(c) that it will not forfeit unclaimed dividends before the claim becomes barred by law and that
such forfeiture, when effected, will be annulled in appropriate cases;
(d) that if any amount be paid up in advance of calls on any shares it will stipulate that such
amount may carry interest but shall not in respect thereof confer a right to dividend or to
participate in profits;
(e) that it will not give to any person the call of any shares without the sanction of the
shareholders in general meeting;
(f) that it will send out proxy forms to shareholders and debenture holders in all cases, such proxy
forms being so worded that a shareholder or debenture holder may vote either for or against
each resolution;
(g) that when notice is given to its shareholders by advertisement it will advertise such notice in
atleast one leading Mumbai daily newspaper.
1
35 The company agrees to file with the Exchange the shareholding pattern on a quarterly basis
within 21 days of end of the quarter in the following form :
(I)(a) Statement showing Shareholding Pattern

Scrip Code : Quarter ended :
Cate- Category of Number of Total Number of Number shares Total shareholding as

gory shareholder shareholders shares held in dematerial- a percentage of total
code ized form number of shares
As a As a
percentage percentage
of (A+B)1 of (A+B+C)
(A) Shareholding of
Promoter and Promoter
Group2
(1) Indian
(a) Individuals/ Hindu
Undivided Family
(b) Central Government/
State Government(s)
(c) Bodies Corporate
(d) Financial Institutions/
Banks
(e) Any Other(specify)
Sub-Total (A)(1)
(2) Foreign
(a) Individuals (Non-Resident
Individuals/ Foreign
Individuals)
(b) Bodies Corporate
(c) Institutions
(d) Any Other (specify)
Sub-Total (A)(2)
Total Shareholding of
Promoter and Promoter
Group (A)= (A)(1)+(A)(2)
(B) Public shareholding3
(1) Institutions
(a) Mutual Funds/ UTI
(b) Financial Institutions/
Banks
1
Substituted as per Governing Board / Board Resolution dated 15.02.2001, 21.01.2006 & 20.04.2006
(c) Central Government/

State Government(s)
(d) Venture Capital Funds
(e) Insurance Companies
(f) Foreign Institutional
Investors
(g) Foreign Venture Capital
Investors
(h) Any Other (specify)
Sub-Total (B)(1)
(2) Non-institutions
(a) Bodies Corporate
(b) Individuals -
i. Individual shareholders
holding nominal share
capital up to Rs. 1 lakh.
ii. Individual shareholders
holding nominal share
capital in excess of
Rs. 1 lakh.
(c) Any Other (specify)
Sub-Total (B)(2)
Total Public
Shareholding (B)=
(B)(1)+(B)(2)
TOTAL (A)+(B)
(C) Shares held by
Custodians and
against which
Depository Receipts
have been issued
GRAND TOTAL
(A)+(B)+(C)
1 For determining public shareholding for the purpose of Clause 40A.

2 For definitions of “Promoter” and “Promoter Group”, refer to Clause 40A.
3 For definitions of “Public Shareholding”, refer to Clause 40A.
(I)(b) Statement showing Shareholding of persons belonging to the category “Promoter and Promoter
Group”
Sr. Name of the shareholder Number of Shares as a percentage of total number of Shares
No. Shares {i.e., Grand Total (A)+(B)+(C)
indicated in Statement at para (I)(a) above}
1.
2.
TOTAL
(I)(c) Statement showing Shareholding of persons belonging to the category “Public” and holding more
than 1% of the total number of shares
1.
2.
TOTAL
(I)(d) Statement showing details of locked-in shares
1.
2.
TOTAL
(II)(a) Statement showing details of Depository Receipts (DRs)
Sr. Type of outstanding Number of Number of Shares Shares underlying outstanding DRs
No. DR (ADRs, GDRs, SDRs, outstanding underlying as a percentage of total number of
etc.) DRs outstanding DRs shares {i.e., Grand Total (A)+(B)+(C)
indicated in Statement at para (I)(a)
above}
1.
2.
TOTAL
(II)(b) Statement showing Holding of Depository Receipts (DRs), where underlying shares are in excess
of 1% of the total number of shares
Sr. Name of Type of outstanding DR Number of Shares Shares underlying outstanding DRs
No. the DR (ADRs, GDRs, SDRs, etc.) underlying as a percentage of total number of
Holder outstanding DRs shares {i.e., Grand Total (A)+(B)+(C)
indicated in Statement at para (I)(a)
above}
1.
2.
TOTAL
1
36. Apart from complying with all specific requirements as above, the Company will keep the
Exchange informed of events such as strikes, lock-outs, closure on account of power cuts, etc.
both at the time of occurrence of the event and subsequently after the cessation of the event in
order to enable the shareholders and the public to appraise the position of the Company and to
avoid the establishment of a false market in its securities. In addition, the Company will furnish to
the Exchange on request such information concerning the Company as the Exchange may rea-
sonably require. The Company will also immediately inform the Exchange of all the events which
will have bearing on the performance/ operations of the company as well as price sensitive infor-
mation. The material events may be events such as :
1. Change in the general character or nature of business:

Without prejudice to the generality of Clause 29 of the Listing Agreement, the Company will
promptly notify the Exchange of any material change in the general character or nature of its
business where such change is brought about by the Company entering into or proposing to
enter into any arrangement for technical, manufacturing, marketing or financial tie-up or by
reason of the Company, selling or disposing of or agreeing to sell or dispose of any unit or
division or by the Company, enlarging, restricting or closing the operations of any unit or divi-
sion or proposing to enlarge, restrict or close the operations of any unit or division or otherwise.
2. Disruption of operations due to natural calamity.

The Company will soon after the occurrence of any natural calamity like earthquake, flood or
fire disruptive of the operation of any one or more units of the Company keep the Exchange
informed of the details of the damage caused to the unit thereby and whether the loss/
damage has been covered by insurance, and without delay furnish to the Exchange an
estimate of the loss in revenue or production arising there from, and the steps taken to restore
normalcy, in order to enable the security holders and the public to appraise the position of
the issue and to avoid the establishment of a false market in its securities.
3. Commencement of Commercial Production/Commercial Operations

The Company will promptly notify the Exchange the commencement of commercial/
production or the commencement of commercial operations of any unit/division where
revenue from the unit/division for a full year of production or operations is estimated to be not
less than ten per cent of the revenues of the Company for the year.
4. Developments with respect to pricing/realisation arising out of change in the regulatory

framework.
The Company will promptly inform the Exchange of the developments with respect to pricing
of or in realisation on its goods or services (which are subject to price or distribution control/
1
As per SEBI’s letter dated 13.04.2006 and Board Resolution dated 8.03.2001 and 20.04.2006.
restriction by the Government or other statutory authorities, whether by way of quota, fixed
rate of return, or otherwise) arising out of modification or change in Government’s or other
authority’s policies provided the change can reasonable be expected to have a material
impact on its present or future operations or its profitability.
5. Litigation/dispute with a material impact

The Company will promptly after the event inform the Exchange of the developments with
respect to any dispute in conciliation proceedings, litigation, assessment, adjudication or
arbitration to which it is a party or the outcome of which can reasonably be expected to
have a material impact on its present or future operations or its profitability or financials.
6. Revision in Ratings
The Company will promptly notify the Exchange, the details of any rating or revision in rating
assigned to any debt or equity instrument of the Company or to any fixed deposit programme
or to any scheme or proposal of the Company involving mobilisation of funds whether in India
or abroad provided the rating so assigned has been quoted, referred to, reported, relied
upon or otherwise used by or on behalf of the Company.
7. Any other information having bearing on the operation/performance of the company as well
as price sensitive information which includes but not restricted to;
i) Issue of any class of securities.
ii) Acquisition, merger, de-merger, amalgamation, restructuring, scheme of arrangement,
spin off or setting divisions of the company, etc.
iii) Change in market lot of the company’s shares, sub-division of equity shares of company.
iv) Voluntary delisting by the company from the stock exchange(s).
v) Forfeiture of shares.
vi) Any action which will result alteration in the terms regarding redemption/ cancellation/
retirement in whole or in part of any securities issued by the company.
vii) Information regarding opening, closing of status of ADR, GDR, or any other class of
securities to be issued abroad.
viii) Cancellation of dividend/rights/bonus, etc.
1
The above information should be made public immediately.
37. The Company agrees to permit the Exchange to make available immediately to its members and
to the Press any information supplied by the Company in compliance with any of the listing
requirements provided that in cases where it is contended that such disclosure might be detrimental
to the Company’s interest a special submission to that effect may be made for the consideration
of the Exchange when furnishing the information.
2
38. (a) Payment of Listing fees to the Exchange :
The Company agrees that as soon as its securities are listed on the Exchange, it will pay to the
Stock Exchange an Initial Listing Fee as prescribed in Schedule II hereto annexed and made a
part thereof, and that thereafter, so long as the securities continue to be listed on the Stock
Exchange, it will pay to the Exchange on or before the 30th April, in each year an Annual
Listing Fee computed on the basis of the capital of the Company as on 31st March and worked
out as provided in Schedule II hereto annexed. The company also agrees that it shall pay the
additional Annual Listing Fee, at the time of making application for listing of securities arising
1
Added as per SEBI’s letter dated 15.02.2001 & By Governing Board Resolution dated 8.03.2001.
2
Amended as per SEBI’s letter dated 28.01.2005 and Governing Board Resolution dated 5.08.2005.
out of further issue, as is computed in terms of Schedule II annexed hereto for any addition in
the capital after 31st March.
1
(b) Payment of Annual Custodial Fees to Depositories :
The issuer agrees to pay the depositories Annual Custodial Fee at such rates as specified by
SEBI from time to time. The issuer agrees that failure to pay the fee will attract such penal
action by Securities and Exchange Board of India as it may be fit.
39. The Company agrees that in the event of the application for listing being granted such listing shall
be subject to the Rules, By-laws and Regulations of the Exchange which now are or hereafter may
be in force and the Company further agrees to comply within a reasonable time with such further
regulations as may be promulgated by the Exchange as a general requirement for new listings.
2
40A. Minimum level of public shareholding -
(i) The company agrees to maintain on a continuous basis, public shareholding of at least 25% of
the total number of issued shares of a class or kind, for every such class or kind of its shares
which are listed.
(ii) Where the company offers or has in the past offered a particular class or kind of its shares to
the public to the extent of at least 10% of the issue size in terms of Rule 19(2)(b)of the Securities
Contracts (Regulations) Rules, 1957, it agrees to maintain on a continuous basis, public
shareholding of at least 10% of the total number of issued shares of such class or kind.
(iii) Where the number of outstanding listed shares of any class or kind of the company are two
crore or more and the market capitalization of such company in respect of shares of such
class or kind is Rs. 1000 crores or more, it agrees to maintain on a continuous basis, public
shareholding of at least 10% of the total number of issued shares of such class or kind.
(iv) Where, as on May 1, 2006, the shares of a particular class or kind issued by the company are
listed and the public shareholding in respect of shares of such class or kind is less than 25% or
10%, as the case may be, of the total number of issued shares of such class or kind, the
company agrees to increase public shareholding in respect of shares of such class or kind to
25% or 10%, as the case may be, within such period as may be approved by the Specified
Stock Exchange (SSE) but not exceeding two years from the said date.
Provided that the SSE may, on an application made by the company and after satisfying itself
about the adequacy of steps taken by the company to increase its public shareholding and
genuineness of the reasons submitted by the company for not reaching the minimum level of
public shareholding and after recording reasons in writing, extend the time for compliance
with the requirement of minimum level of public shareholding by a further period not exceeding
one year.
(v) Where the public shareholding in a company in respect of shares of such class or kind is less
than 25% or 10%, as the case may be, of the total number of issued shares of such class or kind,
the company agrees not to dilute in any way its public shareholding, except for supervening
extraordinary events, including, but not limited to events specified in subclause (vii) of Clause
40A, with the prior approval of the SSE.
(vi) The company agrees not to make any allotment of its shares to its promoters or entities
belonging to its promoter group, except on account of supervening extraordinary events,
including, but not limited to events specified in sub-clause (vii) of Clause 40A, or make any
offer to buyback its shares or buy its shares for the purpose of making sponsored issuance of
depository receipts or take any other step, including issuance of depository receipts, if it results
in reducing the public shareholding below the minimum level of 25% or 10%, as the case may be.
1
Amended as per Board Resolution dated 05.08.2005
2
Amended as per SEBI’s letter dated 13.04.2006 and Board Resolution dated 20.04.2006.
(vii) Where the public shareholding in any class or kind of shares of a company falls below the
minimum level of public shareholding on account of supervening extraordinary events,
including, but not limited to -
(a) issuance or transfer of shares in compliance with directions of a regulatory or statutory
authority or court or tribunal;
(b) issuance or transfer of shares in compliance with the SEBI (Substantial Acquisition of Shares
and Takeovers) Regulations, 1997;
(c) re-organization of capital by way of a scheme of arrangement; and
(d) issuance or transfer of shares under a restructuring plan approved in compliance with the
Corporate Debt Restructuring System laid down by the Reserve Bank of India,
the SSE may, after examining and satisfying itself about the circumstances of the case
and after recording reasons in writing, extend the time for compliance with the requirement
of minimum level of public shareholding by a further period not exceeding one year.
Provided that the SSE may, on an application made by the company and after satisfying
itself about the adequacy of steps taken by the company to increase its public shareholding
and genuineness of the reasons submitted by the company for not reaching the minimum
level of public shareholding and after recording reasons in writing, extend the time for
compliance with the requirement of minimum level of public shareholding by a further
period not exceeding one year.
(viii) The company agrees that in the event of sub-clauses (iv) or (vii) becoming applicable, it shall
forthwith adopt any of the following methods to raise the public shareholding to the minimum
level :
(a) issuance of shares to public through prospectus;
(b) offer for sale of shares held by promoters to public through prospectus;
(c) sale of shares held by promoters through the secondary market; or
(d) any other method which does not adversely affect the interest of minority shareholders.
Provided that for the purpose of adopting methods specified at sub-clauses (c) and (d) above,
the company agrees to take prior approval of the SSE which may impose such conditions as
it deems fit.
(ix) Where a company fails to comply with this clause, its shares shall be liable to be delisted in
terms of the Delisting Guidelines / Regulations, if any, prescribed by SEBI in this regard and the
company shall be liable for penal actions under the Securities Contracts (Regulation) Act,
1956 and the Securities and Exchange Board of India Act, 1992.
(x) Nothing contained in sub-clauses (i) to (vii) shall apply to –

(a) a company in respect of which reference is or has been made to the Board for Industrial
and Financial Reconstruction under the Sick Industrial Companies (Special Provisions)
Act, 1985 or to the National Company Law Tribunal under Section 424A of the Companies
Act, 1956 and such reference is pending or a company in respect of which any
rehabilitation scheme is sanctioned by the Board for Industrial and Financial Reconstruction
or the National Company Law Tribunal pursuant thereto and is pending full implementation
or any appeal is pending regarding such reference or scheme before the Appellate
Authority for Industrial and Financial Reconstruction or National Company Law Appellate
Tribunal;
(b) a government company as defined under Section 617 of the Companies Act, 1956; or,
(c) an infrastructure company as defined in clause 1.2.1(xv) of the SEBI (Disclosure and
Investor Protection) Guidelines, 2000.
Explanation : For the purposes of this clause –

1. The term “market capitalization” shall mean the average market capitalization for the previous
financial year. The average shall be computed as the sum of daily market capitalization over
one year, divided by the number of trading days. The market capitalization so arrived at shall
be considered for the succeeding four quarters.
2. The term “public shareholding” shall exclude –
(a) shares held by promoters and promoter group; and
(b) shares which are held by custodians and against which depository receipts are issued
overseas.
3. The terms “promoter” and “promoter group” shall have the same meaning as is assigned to
them under Explanations I, II and III to sub-clause (m) of clause 6.8.3.2 of the SEBI
(Disclosure and Investor Protection) Guidelines, 2000.
Provided that for the purposes of Clause 40A, clause (c) of the said Explanation I shall be read
as under:
“the person or persons named in the prospectus as promoter(s) or the person or persons named
as promoter(s) in the filings with the stock exchanges, whichever is later.”
4. The terms “prospectus” and “Qualified Institutional Buyers” shall have the same meaning as is
assigned to them under the SEBI (Disclosure and Investor Protection) Guidelines, 2000.
5. The term “Specified Stock Exchange (SSE)” shall mean -

(a) in cases where the company is listed in one stock exchange only, then that stock
exchange;
(b) in cases where the company is listed in one or more than one stock exchange having
nation wide trading terminal and / or in one or more stock exchange not having nation
wide trading terminal, then all such stock exchanges having nation wide trading
terminals; and
(c) in cases where the company is listed in more than one stock exchange and all such stock
exchanges do not have nationwide trading terminals, then the stock exchange which
was chosen as the Designated Stock Exchange by the company for the previous issue of
its shares. Or the regional Stock Exchange, as may be applicable.
40B. Take over offer -

A company agrees that it is a condition for continued listing that whenever the take-over offer is
made or there is any change in the control of the management of the company, the person who
secures the control of the management of the company and the company whose shares have
been acquired shall comply with the relevant provisions of the SEBI (Substantial Acquisition of Shares
and Takeover) Regulations, 1997.
1
41. The Company agrees that it will furnish unaudited financial results on a quarterly basis with effect
from the Quarter ending on March 31, 2000, in the following pro-forma within one month from the
end of quarter (Quarter means 3 months only) to the Stock Exchanges and will make an
announcement to the Stock Exchanges where the company is listed, immediately within
15 minutes of the closure of the Board Meeting or Meeting of a Sub Committee of Board of
Directors (consisting of not less than one third of the Directors), in which the unaudited financial
results are placed and also within 48 hours of the conclusion of the Board or its Sub Committee
Meeting in at least one English daily news paper circulating in the whole or substantially the whole
of India and in one news paper published in the language of the region, where the registered
office of the company is situated. The Board of Directors or its Sub Committee should take on
record the unaudited quarterly results, which shall be signed by the Managing Director/Director.
1
As amended by Governing Board Resolution dated 8.03.2001, 13.09.2001, 27.10.2001, 28.06.2002, 25.01.2003, 23.05.2003 & 20.04.2006
The company shall inform the Stock Exchange where its securities are listed about the date of the
Board Meeting at least 7 days in advance and shall also issue immediately a press release in
atleast one national news paper and one regional language news paper about the date of the
aforesaid Board or its Sub Committee Meeting.
The company will furnish segment wise revenue, results and capital employed along with the
quarterly unaudited financial results with effect from quarters ending on or after September 30,
2001 as per the format given below :
Format for Quarterly Reporting of Segment wise Revenue, Results and Capital Employed, under
Clause 41 of the Listing Agreement : (Rs. in Lakhs)
3 months Corresponding Year to date Year to date Previous
ended 3 months in Figures for Figures for Accounting
(1) the Previous Current the previous Year (5)
Year (2) Period (3) Year (4)
1. Segment Revenue (net sale/
income from each segment should
be disclosed under this head).
a. Segment – A
b. Segment – B
c. Segment – C
d. Others
Total
Less : Inter segment revenue
Net sales/income from operations
2. Segment Results (Profit)(+) /
loss(-) before tax and interest
from each segment)*
a. Segment – A
b. Segment – B
c. Segment – C
d. Others
Total
Less :
i. Interest**
ii. Other un-allocable
expenditure net off
un-allocable income.
Total Profit Before Tax
* Profit/Loss before tax and after interest in case of segments having operations which are primarily of
financial nature.
** Other than the interest pertaining to the segments having operations which are primarily of financial
nature
3. Capital Employed
(Segment assets-Segment Liabilities).
a. Segment – A
b. Segment – B
c. Segment – C
d. Others
Total
Note :
1. Segment Revenue, Segment Results, Segment assets and Segment liabilities shall have the
same meaning as defined in the Accounting Standards on Segment Reporting (AS-17) issued
by ICAI.
2. The above information shall be furnished for each of the reportable primary segments as
identified in accordance with AS-17, issued by ICAI.
3. For the quarters ending upto September 30, 2002, reporting of figures for the previous year
under column 2, 4 and 5 is not mandatory.
The company will comply with the Accounting Standard on “Accounting for taxes on income”
in respect of quarterly unaudited financial results with effect from the quarters ending on or
after September 30, 2001.
The company will have the option to publish consolidated quarterly/ half yearly financial
results in addition to the unaudited quarterly/ half yearly financial results of the parent
company. However, the publication of consolidated annual financial results alongwith
standalone financial results shall be mandatory.
The company will publish its Annual Results in the same format as prescribed for quarterly
results in this clause.
In case the company has changed its name suggesting any new line of business (including
software business), after 1st January, 1998 or it changes the name hereafter, then the company
will disclose the turnover and income, etc., from such new activities separately in the
quarterly/ annual results which are submitted/ published for a period of 3 years from the date
of change in the name of the company.
The unaudited results should not substantially differ from the audited results of the company. If
the sum total of the First, Second, Third and Fourth quarterly unaudited results in respect of any
item given in the same proforma varies by 20 percent when compared with the audited
results for the full year the company shall explain the reasons to the Stock Exchanges.
In addition, with effect from quarter ending on or after June 30, 2003, where the Companies
prepare the un-audited quarterly results the same shall be approved by the Board of Directors
and subjected to a “Limited Review” by the Auditors of the Company (or by any Chartered
Accountant in case of Public Sector Undertakings) and a copy of the Review Report shall be
submitted to the Stock Exchange within 2 months after the close of the quarter. If in respect of
any item given in the same proforma format varies by 20% or more from the respective
unaudited quarterly results as determined after the “Limited Review” by the Auditors, the
Company shall send a statement (approved by the Board of Directors) explaining the reasons
to the Stock Exchanges alongwith Review Report.
The Review Report of the company (except banks) shall be in the following format :
“We have reviewed the accompanying statement of unaudited financial results of …. (Name
of the company) for the period ended ……. This statement is the responsibility of the Company’s
management and has been approved by the Board of Directors.
A review of interim financial information consists principally of applying analytical procedures

for financial data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance with the
generally accepted auditing standards, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole. Accordingly, we do not express such an
opinion.
Based on our review conducted as above, nothing has come to our notice that causes us to
believe that the accompanying statement of unaudited financial results prepared in
accordance with Accounting Standards and other recognised accounting practices and
policies has not disclosed the information required to be disclosed in terms of Clause 41 of the
Listing Agreement including the manner in which it is to be disclosed, or that it contains any
material misstatement”.
The Review report for banks shall be in the following format:
“We have reviewed the accompanying statement of unaudited financial results of …. (Name
of the company) for the period ended ……. This statement is the responsibility of the Company’s
management.
A review of interim financial information consists principally of applying analytical procedures

for financial data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance with the
generally accepted auditing standards, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole. Accordingly, we do not express such an
opinion.
In the conduct of our Review we have relied on the review reports in respect of non-perform-
ing assets received from concurrent auditors of …….. branches, inspection teams of the bank
of …… branches and other firms of auditors of ……. branches specifically appointed for this
purpose. These review reports cover ……. percent of the advances portfolio of the bank. Apart
from these review reports, in the conduct of our review, we have also relied upon various
returns received from the branches of the bank.
Based on our review conducted as above, nothing has come to our notice that causes us to
believe that the accompanying statement of unaudited financial results has not disclosed the
information required to be disclosed in terms of Clause 41 of the Listing Agreement including
the manner in which it is to be disclosed, or that it contains any material misstatement or that
it has not been prepared in accordance with the relevant prudential norms issued by the
Reserve Bank of India in respect of income recognition, asset classification, provisioning and
other related matters.”
In respect of the half yearly results, if the company intimates in advance to the Stock
Exchange/ s that it will publish audited half yearly financial results within two months of the
close of the half year, then in such a case unaudited results and Limited Review need not be
published/ given to the Stock Exchange/s.
In respect of results for the last quarter of the financial year, if the company intimates in
advance to the Stock Exchange/s that it will publish audited results within a period of 3 months
from the end of the last quarter of the financial year, in such a case unaudited results for the
last quarter need not be published/ given to the Stock Exchange/s.
The companies which opt to publish audited results for the entire year within 3 months instead
of publishing un-audited results for the last quarter within 30 days shall be required to publish
annual audited results in the format specified below:
Format for publication of Annual Audit Results (Rs. in Lakhs)
Particulars (1) (2) (3) (4) (5)
Figures Figures for Figures for the Audited
for the corresponding figures Audited
figures
the last quarter of the for the
for the
9 quarter previous year current previous
months year year
1. Net Sales/Income from Operations

2. Other Income
3. Total Expenditure:
a) Increase/decrease in stock in trade
b) Consumption of raw materials.
c) Staff cost
d) Other expenditure(Any item
exceeding 10% of the total
expenditure to be shown
separately).
4. Interest
5. Depreciation
6. Profit(+)/Loss (-) before tax
(1+2-3-4-5)
7. Provision for taxation
8. Net Profit (+)/Loss(-) (6-7)
9. Paid-up equity share capital (face
value of the share shall be indicated)
10. Reserves excluding revaluation
reserves (as per balance sheet) of
previous accounting year to be
given in column (5)
11. Basic and diluted EPS for the
period, for the year to date and for
the previous year (not to be
annualised)
12. (Applicable for half yearly financial
results) aggregate of 1Public
shareholding*
- no. of shares
- percentage of shareholding
* Public Shareholding - as classified under category B in the Shareholding pattern in Clause 35 of the
Listing Agreement.
Notes :
All the notes applicable to the format of un-audited quarterly financial results specified for banks,
companies other than banks and manufacturing & trading/service companies elsewhere in this clause
shall also be applicable to this format.
1
Note : Board Resolution dated 20.04.2006.
The company shall be required to disclose the audit qualifications alongwith the audited financial
results published under this clause in addition to the explanatory statement as to how audit
qualification in respect of audited accounts of the previous accounting year have been addressed
in the financial results.
The quarterly results shall be prepared on the basis of accrual accounting policy and in accordance
with uniform accounting practices adopted for all the periods on quarterly basis.
The format for declaration of Unaudited Quarterly Results for Company (except bank) is as follows :
UNAUDITED FINANCIAL RESULTS FOR THE THREE MONTHS ENDED …… :

(Rs. in Lakhs)
1 2 3 4 5
ended 3 months in the figures date figures Accounting
previous for current for the year
year period previous
year
1. Net Sales/Income
from operations
2. Other Income
3. Total Expenditure
a) Increase/decrease
in stock in trade.
b) Consumption of raw
materials.
c) Staff Cost
d) Other expenditure
(Any item exceeding
10% of the total
expenditure to be
shown separately).
4. Interest
5. Depreciation
6. Profit(+)/Loss(-)before
Tax (1+2-3-4-5)
8. Net Profit (+)/Loss(-)
(6-7)
9. Paid-up equity share

Capital (Face Value of
the share Shall be
indicated)
10. Reserves excluding
revaluation reserves
(as per balance sheet)
of previous accounting
year to be given in
column (5)
11. Basic and diluted EPS
for the period, for the
year to date and for
the previous year
(not to be annualised)
12. * Aggregate of
1
Public
Shareholding **
- Number of Shares
- Percentage of
shareholding
* The disclosure is applicable only for half yearly financial results ending on or after March 31, 2001.
From the half year ending on or after March 31, 2002, the companies shall also be required to disclose
the public shareholding at the end of the corresponding half year in the previous year and at the end
of the previous accounting year.
** Public shareholding - as classified under category B in the share holding pattern in clause 35 of the
Listing Agreement.
Notes :
a) Any event or transaction that is material to an understanding of the results for the quarter
including completion of expansion and diversification programs, strike, lock-outs, change in
management, change in capital structure etc, shall be disclosed. Similar material event or
transactions subsequent to the end of the quarter, the effect whereof is not reflected in the
results for the quarter shall also be disclosed.
b) All material non-recurring/abnormal income/gain and expenditure/loss and effect of all
changes in accounting practices affecting the profits materially must be disclosed separately.
c) In case of companies whose revenues are subject to material seasonal variations, they shall
disclose the seasonal nature of their activities and may also supplement their unaudited
1
Board Resolution dated 20.04.2006.
financial results with information for 12 month periods ended at the interim date (last day of the
quarter) for the current and preceding years on a rolling basis.
d) Company shall give the following information in respect of dividend paid or recommended for
the year including interim dividends declared :
(i) Amount of Dividend distributed or proposed distinguishing between different classes of
shares and Dividend per share also indicating nominal value per share.
(ii) Where Dividend is paid or proposed pro-rata for shares allotted during the year, the date
of allotment, number of shares allotted pro-rata amount of dividend per share and the
aggregate amount of dividend paid or proposed on pro-rata basis.
e) The effect of changes in composition of the company during the quarter, including business
combinations, acquisitions or disposal of subsidiaries and long term investments, restructuring
and discontinuing operations shall be disclosed.
f) (i) If there is/are any qualification(s) by the Auditors in respect of Audited Accounts of any
period, then the company shall disclose the same along with the impact of such audit
qualification(s) on the profit or loss while publishing the accounts for the said period.
(ii) While publishing unaudited quarterly results, the company shall disclose how the
qualification(s), if any, by the Auditors in respect of the Audited Accounts of the previous
accounting year has have been addressed in the unaudited quarterly results and if the
same is not addressed, then the impact that the qualification(s) would have had on the
profit or loss in the unaudited quarterly results shall be disclosed.
(iii) The company, while furnishing the audited or unaudited financial results to the Exchange,
shall also explain in the published audited/unaudited financial results about the reasons
for the qualification(s) referred under (i) and (ii) above, why the company had failed to
publish accounts without such audit qualification(s) and when the company will remove
the qualification(s) and publish accounts without such qualification(s).
g) If the company is yet to commence commercial production, then instead of the quarterly
results, the company should give particulars of the status of the project, its implementation and
the expected date of commissioning of the project. The companies shall further disclose the
balance of unutilised monies raised by the issue and the form in which such unutilised funds
have been invested.
h) The unaudited results sent to Stock Exchange/s and published in newspapers should be based
on the same set of accounting policies as those followed in the previous year. In case, there
are changes in the accounting policies, the results of previous year will be recast as per the
present accounting policies, to make it comparable with current year results.
The manufacturing and trading/services companies which have followed functional
(secondary) classification of expenditure in the Annual Profit & Loss Account in their most
recent Annual Report may furnish results on a quarterly basis in this alternative format.
Alternative format of un-audited financial results for manufacturing and trading/service

companies, which have followed functional (secondary) classification of expenditure in the annual
profit and loss account published in their most recent annual report.
UNAUDITED FINANCIAL RESULTS FOR THE THREE MONTHS ENDED ___________

(Rs. In Lakhs)
Sr. (1) (2) (3) (4) (5)
No. 3 months Corresponding Year to date Year to date Previous
ended 3 months in Figures for Figures for Accounting
the Previous Current the previous Year
Year Period Year
1 Net Income from

Sales/Services
2 Cost of Sales/Services
a. Increase/decrease in
stock in trade
b. Consumption of raw
materials
c. Other expenditure
3 Gross Profit
4 General Administrative
Expenses
5 Selling and Distribution
Expenses
6 Operating Profit before
interest and depreciation
7 Interest
8 Depreciation
9 Operating Profit after
10 Other Income
11 Profit (+)/Loss(-) before tax
12 Provision for taxation
13 Net Profit (+)/Loss (-)
14 Paid-up equity share capital
15 Reserves excluding
(as per balance sheet) of
previous accounting year
to be given in column (5)
16 Basic and diluted EPS for
the period, for the year to
date and for the previous
year (not to be annualised)
17 Aggregate of 1public
shareholding*
(applicable for half yearly
results)
• Number of shares
• Percentage of shareholding
1
Board Resolution dated 20.04.2006.
* Public shareholding as classified under category B in the shareholding pattern in clause 35 of the
listing agreement.
Notes :
a) Indicate by way of note total expenditure incurred on

i) Staff Cost
ii) Any item of expenditure which exceeds 10% of the total expenditure.
This information shall be given in respect of all the periods included at the above statement.
b) Any event or transaction that is material to an understanding of the results for the quarter including
completion of expansion and diversification programes, strikes, lock-outs, change in management,
change in capital structure etc, shall be disclosed. Similar material event or transactions
subsequent to the end of the quarter, the effect whereof is not reflected in the results for the quarter
shall also be disclosed.
c) All material non-recurring/abnormal income/gain and expenditure/loss and effect of all changes
in accounting practices affecting the profits materially must be disclosed separately.
d) In case of companies whose revenues are subject to material seasonal variations, they shall
disclose the seasonal nature of their activities and may also supplement their unaudited financial
results with information for 12 month periods ended at the interim date (last day of the quarter) for
the current and preceding years on a rolling basis.
e) Company shall give the following information in respect of dividend paid or recommended for the
year including interim dividends declared :
i) Amount of Dividend distributed or proposed distinguishing between different classes of shares
and Dividend per share also indicating nominal value per share.
ii) Where Dividend is paid or proposed pro-rata for shares allotted during the year, the date of
allotment, number of shares allotted pro-rata amount of dividend per share and the aggregate
amount of dividend paid or proposed on pro-rata basis.
f) The effect of changes in composition of the company during the quarter, including business
combinations, acquisitions or disposal of subsidiaries and long term investments, restructuring and
discontinuing operations shall be disclosed.
g) (i) If there is/are any qualification(s) by the Auditors in respect of Audited Accounts of any period,
then the company shall disclose the same along with the impact of such audit qualification(s)
on the profit or loss while publishing the accounts for the said period.
(ii) While publishing unaudited quarterly results, the company shall disclose how the qualification(s),
if any, by the Auditors in respect of the Audited Accounts of the previous accounting year has/
have been addressed in the unaudited quarterly results and if the same is not addressed, then
the impact that the qualification(s) would have had on the profit or loss in the unaudited
quarterly results shall be disclosed.
(iii) The company, while furnishing the audited or unaudited financial results to the Exchange, shall
also explain in the published audited/unaudited financial results about the reasons for the
qualification(s) referred under (i) and (ii) above, why the company had failed to publish
accounts without such audit qualification(s) and when the company will remove the
qualification(s) and publish accounts without such qualification(s).
h) If the company is yet to commence commercial production, then instead of the quarterly results,
the company should give particulars of the status of the project, its implementation and the
expected date of commissioning of the project.
i) The un-audited results sent to Stock Exchange/s and published in newspapers should be based
on the same set of accounting policies as those followed in the previous year. In case, there are
changes in the accounting policies, the results of previous year will be recast as per the present
accounting policies, to make it comparable with current year results.
j) If the period of the Financial Year is more than 12 months and not exceeding 15 months there will
be 5 Quarters and is more than 15 months but not exceeding 18 months there will be 6 Quarters and
the financial results will be intimated to the Exchange and published in the News papers
accordingly.
The format for declaration of Unaudited Quarterly Results for banks is as follows :
UNAUDITED FINANCIAL RESULTS FOR THE THREE MONTHS ENDED……… :
(Rs. in Lakhs)
1 2 3 4 5
ended 3 months in the figures date figures Accounting
previous for current for the year
year period previous
year
1. Interest Earned
(a)+(b)+(c)+(d)
(a) Interest/discount on
advances/bills
(b) Income on Investments

(c) Interest on balances
With Reserve Bank of
India and other inter
bank funds
(d) Others
2. Other Income
A. TOTAL INCOME(1+2)
3. Interest Expended
4. Operating Expenses
(e) + (f)
(e) Payments to and

provisions
for employees
(f) Other operating

expenses
B. TOTALEXPENDITURE
(3)+(4)(excluding
Provisions and
Contingencies)
C. OPERATING PROFIT
(A-B)(Profit before
Provisions and
Contingencies)
D. Other Provisions and
Contingencies
E. Provision for Taxes
F. Net Profit (C-D-E)
5. Paid-up equity share capital
revaluation reserves (as
per balance sheet of
previous accounting year)
7. Analytical Ratios
(i) Percentage of shares
held by Government
of India
(ii) Capital Adequacy Ratio
(iii) Earning per Share
8. *Aggregate of
1
Public
Shareholding**
• Number of Shares
• Percentage of
shareholding
* The disclosure is applicable only for half yearly financial results ending on or after March 31, 2001.
From the half year ending on or after March 31, 2002, the companies shall also be required to
disclose the public shareholding at the end of the corresponding half year in the previous year and
at the end of the previous accounting year.
** Public Shareholding – as classified under category B in the Shareholding pattern in Clause 35 of the
Listing Agreement.
Notes :
a) Any event or transaction that is material to an understanding of the results for the quarter including
completion of expansion and diversification programs, strike, lock-outs, change in management,
1
Board Resolution dated 20.04.2006
subsequent to the end of the quarter, the effect whereof is not reflected in the results for the quarter
b) All material non-recurring/abnormal income/gain and expenditure/loss and effect of all changes
c) Company shall give the following information in respect of dividend paid or recommended for the
(i) Amount of Dividend distributed or proposed distinguishing between different classes of shares
(ii) Where Dividend is paid or proposed pro-rata for shares allotted during the year, the date of
d) The effect of changes in composition of the company during the quarter, including business
e) (i) If there is/are any qualification(s) by the Auditors in respect of Audited Accounts of any period,
(ii) While publishing unaudited quarterly results, the company shall disclose how the qualification(s),
(iii) The company, while furnishing the audited or unaudited financial results to the Exchange, shall
also explain in the published audited/unaudited financial results about the reasons for the
qualification(s) referred under (i) and (ii) above, why the company had failed to publish
accounts without such audit qualification(s) and when the company will remove the
qualification(s) and publish accounts without such qualification(s).
f) The unaudited results sent to Stock Exchange/s and published in newspapers should be based on
the same set of accounting policies as those followed in the previous year. In case, there are changes
in the accounting policies, the results of previous year will be recast as per the present accounting
policies, to make it comparable with current year results.
g) Half yearly results which are required to be subjected to the “Limited Review” by the auditors shall
be prepared for the first two quarters.
If the period of the Financial Year is more than 12 months and not exceeding 15 months there will be
5 Quarters and is more than 15 months but not exceeding 18 months there will be 6 quarters and the
financial results will be intimated to the Exchange and published in the News Papers accordingly.
Companies shall be required to publish alongwith quarterly unaudited/audited financial results, the
number of investor complaints pending at the beginning of the quarter, received and disposed off
during the quarter and lying unresolved at the end of the quarter with effect from the quarter ending on
or after 30th June, 2003.
1
42. The Company agrees that it shall be a condition precedent for issuance of new securities that it
shall deposit before the opening of subscription list and keep deposited with the Exchange (in
cases where the securities are offered for subscription whether through a prospectus, letter of offer
1
As per SEBI’s letter dated 02.05.2001 and Governing Board Resolution dated 23.05.2001
or otherwise) an amount calculated at the rate of 1% (one per cent) of the amount of securities
offered for subscription to the public and/or to the holders of existing securities of the company, as
the case may be for ensuring compliance by the company, within the prescribed or stipulated
period, of all prevailing requirements of law and all prevailing listing requirements and conditions
as mentioned in, and refundable or forfeitable in the manner stated in the Rules, Bye-laws and
Regulations of the Exchange for the time being in force.
50% (fifty per cent) of the above mentioned security deposit should be paid to the Exchange in
cash. The balance amount can be provided for by way of a bank guarantee. The amount to be
paid in cash is limited to Rs. 3 crores.
43. The company agrees that it will furnish on a half yearly basis a statement to the Exchange showing
the variations between projected utilisation of funds and/or projected profitability statement made
by it in its prospectus or letter of offer and the actual utilisation of funds and/or actual profitability.
Such statements will be required to be given for each of the years for which projections are provided
in its prospectus/letter of offer and should be published in newspapers simultaneously with the
unaudited/audited financial results as required under Clause 41. If there are material variations
between the actuals and projections, the company shall furnish an explanation therefor in the
advertisement.
This comparison must also be provided in the Directors’ Report.
44. The company agrees that -

(a) as far as possible allotment of securities offered to the public shall be made within 30 days of
the closure of the public issue;
(b) it shall pay interest @ 15% per annum if the allotment has not been made and/or the refund
orders have not been despatched to the investors within 30 days from the date of the closure
of the issue.
1
45. (Deleted)
46. The Company shall comply with the provisions of SEBI Guidelines on Disclosure and Investor
Protection issued by SEBI from time to time.
47. The Company agrees-
(a) to appoint the Company Secretary to act as Compliance Officer who will be responsible for
monitoring the share transfer process and report to the Company’s Board in each meeting.
The compliance officer will directly liaise with the authorities such as SEBI, Stock Exchanges,
Registrar of Companies, etc., and investors with respect to implementation of various clauses,
rules, regulations and other directives of such authorities and investor service and complaints
of related matter;
(b) to undertake a due diligence survey to ascertain whether the Registrars and Share Transfer
Agent/s (RTA) and/or In-house Share Transfer facility, as the case may be, are sufficiently
equipped with infrastructure facilities such as adequate manpower, computer hardware and
software, office space, documents handling facility, etc., to serve the shareholders.
(c) that it will ensure that the RTA and/or the In-house Share Transfer facility, as the case may be,
produces a certificate from a practicing Company Secretary within one month of the end of
each half of the financial year, certifying that all certificates have been issued within one
month of the date of lodgment for transfer, sub-division, consolidation, renewal, exchange or
endorsement of calls/allotment monies and a copy of the same shall be made available to
the Exchange within 24 hours of the receipt of the certificate by the Company;
1
As per SEBI’s letter dated 2.05.2001 and Governing Board Resolution dated 23.05.2001
(d) to furnish to the Exchange both by way of floppy disks and printed details, within 48 hours of its
getting information regarding loss of share certificates and issue of the duplicate certificates;
(e) to maintain copies of Memorandum of Understanding entered into with the RTA setting out
their mutual responsibilities, at the Registered Office of the Company for Public inspection and
the company further agrees to submit within 48 hours a copy of the same to the Exchange for
its records.”
48. The company agrees to co-operate with the Credit Rating Agencies in giving correct and
adequate information for periodical review of the securities during lifetime of rated securities.
1
49. CORPORATE GOVERNANCE
The company agrees to comply with the following provisions :
I. Board of Directors
(A) Composition of Board
(i) The Board of directors of the company shall have an optimum combination of executive and
non-executive directors with not less than fifty percent of the board of directors comprising of
non-executive directors.
(ii) Where the Chairman of the Board is a non-executive director, at least one-third of the Board
should comprise of independent directors and in case he is an executive director, at least
half of the Board should comprise of independent directors.
(iii) For the purpose of the sub-clause (ii), the expression ‘independent director’ shall mean a
non-executive director of the company who :
a. apart from receiving director’s remuneration, does not have any material pecuniary
relationships or transactions with the company, its promoters, its directors, its senior
management or its holding company, its subsidiaries and associates which may affect
independence of the director;
b. is not related to promoters or persons occupying management positions at the board
level or at one level below the board;
c. has not been an executive of the company in the immediately preceding three financial
years;
d. is not a partner or an executive or was not partner or an executive during the preceding
three years, of any of the following :
(i) the statutory audit firm or the internal audit firm that is associated with the company,
and
(ii) the legal firm(s) and consulting firm(s) that have a material association with the company.
e. is not a material supplier, service provider or customer or a lessor or lessee of the
company, which may affect independence of the director; and
f. is not a substantial shareholder of the company i.e. owning two percent or more of the
block of voting shares.
1
As per SEBI’s letter dated 10.01. 2003 and adopted by Governing Board Resolution dated 25.01.2003
Explanation
For the purposes of the sub-clause (iii):
a. Associate shall mean a company which is an “associate” as defined in Accounting
Standard (AS) 23, “Accounting for Investments in Associates in Consolidated Financial
Statements”, issued by the Institute of Chartered Accountants of India.
b. “Senior management” shall mean personnel of the company who are members of its core
management team excluding Board of Directors. Normally, this would comprise all
members of management one level below the executive directors, including all functional
heads.
d. “Relative” shall mean “relative” as defined in section 2(41) and section 6 read with Schedule
IA of the Companies Act, 1956.
(iv) Nominee directors appointed by an institution which has invested in or lent to the company
shall be deemed to be independent directors.
Explanation:
“Institution’ for this purpose means a public financial institution as defined in Section 4A of
the Companies Act, 1956 or a “corresponding new bank” as defined in section 2(d) of the Banking
Companies (Acquisition and Transfer of Undertakings) Act, 1970 or the Banking Companies
(Acquisition and Transfer of Undertakings) Act, 1980 [both Acts].”
(B) Non executive directors’ compensation and disclosures
All fees/compensation, if any paid to non-executive directors, including independent directors,

shall be fixed by the Board of Directors and shall require previous approval of shareholders in
general meeting. The shareholders’ resolution shall specify the limits for the maximum number of
stock options that can be granted to non-executive directors, including independent directors, in
any financial year and in aggregate.
1
Provided that the requirement of obtaining prior approval of shareholders in general meeting
shall not apply to payment of sitting fees to non-executive directors, if made within the limits
prescribed under the Companies Act, 1956 for payment of sitting fees without approval of the
Central Government.
(C) Other provisions as to Board and Committees

1
(i) The board shall meet at least four times a year, with a maximum time gap of four months
between any two meetings. The minimum information to be made available to the board is
given in Annexure– I A.
(ii) A director shall not be a member in more than 10 committees or act as Chairman of more
than five committees across all companies in which he is a director. Furthermore it should be
a mandatory annual requirement for every director to inform the company about the
committee positions he occupies in other companies and notify changes as and when they
take place.
1
Amended as per SEBI’s letter dated 13.01.2006 and Board Resolution dated dated 21.01.2006.
Explanation:
1. For the purpose of considering the limit of the committees on which a director can serve,
all public limited companies, whether listed or not, shall be included and all other
companies including private limited companies, foreign companies and companies
under Section 25 of the Companies Act shall be excluded.
2. For the purpose of reckoning the limit under this sub-clause, Chairmanship/ membership
of the Audit Committee and the Shareholders’ Grievance Committee alone shall be
considered.
(iii) The Board shall periodically review compliance reports of all laws applicable to the com-
pany, prepared by the company as well as steps taken by the company to rectify instances
of non-compliances.
(D) Code of Conduct

(i) The Board shall lay down a code of conduct for all Board members and senior management
of the company. The code of conduct shall be posted on the website of the company.
(ii) All Board members and senior management personnel shall affirm compliance with the code
on an annual basis. The Annual Report of the company shall contain a declaration to this
effect signed by the CEO.
Explanation : For this purpose, the term “senior management” shall mean personnel of the
company who are members of its core management team excluding Board of Directors..
Normally, this would comprise all members of management one level below the executive
directors, including all functional heads.
II Audit Committee
(A) Qualified and Independent Audit Committee
A qualified and independent audit committee shall be set up, giving the terms of reference
subject to the following:
(i) The audit committee shall have minimum three directors as members. Two-thirds of the
members of audit committee shall be independent directors.
(ii) All members of audit committee shall be financially literate and at least one member shall
have accounting or related financial management expertise.
Explanation 1 : The term “financially literate” means the ability to read and understand basic
financial statements i.e. balance sheet, profit and loss account, and statement of cash flows.
Explanation 2 : A member will be considered to have accounting or related financial
management expertise if he or she possesses experience in finance or accounting, or requisite
professional certification in accounting, or any other comparable experience or background
which results in the individual’s financial sophistication, including being or having been a chief
executive officer, chief financial officer or other senior officer with financial oversight
responsibilities.
(iii) The Chairman of the Audit Committee shall be an independent director;
(iv) The Chairman of the Audit Committee shall be present at Annual General Meeting to answer
shareholder queries;
(v) The audit committee may invite such of the executives, as it considers appropriate (and
particularly the head of the finance function) to be present at the meetings of the committee,
but on occasions it may also meet without the presence of any executives of the company.
The finance director, head of internal audit and a representative of the statutory auditor may
be present as invitees for the meetings of the audit committee;
(vi) The Company Secretary shall act as the secretary to the committee.
(B) Meeting of Audit Committee

The audit committee should meet at least four times in a year and not more than four months shall
elapse between two meetings. The quorum shall be either two members or one third of the
members of the audit committee whichever is greater, but there should be a minimum of two
independent members present.
(C) Powers of Audit Committee

The audit committee shall have powers, which should include the following :
1. To investigate any activity within its terms of reference.
2. To seek information from any employee.
3. To obtain outside legal or other professional advice.
4. To secure attendance of outsiders with relevant expertise, if it considers necessary.
(D) Role of Audit Committee

The role of the audit committee shall include the following :
1. Oversight of the company’s financial reporting process and the disclosure of its financial information
to ensure that the financial statement is correct, sufficient and credible.
2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement
or removal of the statutory auditor and the fixation of audit fees.
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
4. Reviewing, with the management, the annual financial statements before submission to the board
for approval, with particular reference to :
a. Matters required to be included in the Director’s Responsibility Statement to be included in
the Board’s report in terms of clause (2AA) of section 217 of the Companies Act, 1956
b. Changes, if any, in accounting policies and practices and reasons for the same
c. Major accounting entries involving estimates based on the exercise of judgment by
management
d. Significant adjustments made in the financial statements arising out of audit findings
e. Compliance with listing and other legal requirements relating to financial statements
f. Disclosure of any related party transactions
g. Qualifications in the draft audit report.
5. Reviewing, with the management, the quarterly financial statements before submission to the
board for approval
6. Reviewing, with the management, performance of statutory and internal auditors, adequacy of
the internal control systems.
7. Reviewing the adequacy of internal audit function, if any, including the structure of the internal
audit department, staffing and seniority of the official heading the department, reporting structure
coverage and frequency of internal audit.
8. Discussion with internal auditors any significant findings and follow up there on.
9. Reviewing the findings of any internal investigations by the internal auditors into matters where
there is suspected fraud or irregularity or a failure of internal control systems of a material nature
and reporting the matter to the board.
10. Discussion with statutory auditors before the audit commences, about the nature and scope of
audit as well as post-audit discussion to ascertain any area of concern.
11. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non payment of declared dividends) and creditors.
12. To review the functioning of the Whistle Blower mechanism, in case the same is existing.
13. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
Explanation (i) : The term “related party transactions” shall have the same meaning as
contained in the Accounting Standard 18, Related Party Transactions, issued by The Institute of
Chartered Accountants of India.
Explanation (ii) : If the company has set up an audit committee pursuant to provision of the
Companies Act, the said audit committee shall have such additional functions / features as is
contained in this clause.
(E) Review of information by Audit Committee

The Audit Committee shall mandatorily review the following information:
1. Management discussion and analysis of financial condition and results of operations;
2. Statement of significant related party transactions (as defined by the audit committee),
submitted by management;
3. Management letters / letters of internal control weaknesses issued by the statutory auditors;
4. Internal audit reports relating to internal control weaknesses; and
5. The appointment, removal and terms of remuneration of the Chief internal auditor shall be
subject to review by the Audit Committee
III. Subsidiary Companies

i. At least one independent director on the Board of Directors of the holding company shall be
a director on the Board of Directors of a material non listed Indian subsidiary company.
ii. The Audit Committee of the listed holding company shall also review the financial statements,
in particular, the investments made by the unlisted subsidiary company.
iii. The minutes of the Board meetings of the unlisted subsidiary company shall be placed at the
Board meeting of the listed holding company. The management should periodically bring to
the attention of the Board of Directors of the listed holding company, a statement of all
significant transactions and arrangements entered into by the unlisted subsidiary company.
Explanation 1 : The term “material non-listed Indian subsidiary” shall mean an unlisted subsidiary,
incorporated in India, whose turnover or net worth (i.e. paid up capital and free reserves) exceeds
20% of the consolidated turnover or net worth respectively, of the listed holding company and its
subsidiaries in the immediately preceding accounting year.
Explanation 2 : The term “significant transaction or arrangement” shall mean any individual
transaction or arrangement that exceeds or is likely to exceed 10% of the total revenues or total
expenses or total assets or total liabilities, as the case may be, of the material unlisted subsidiary for
the immediately preceding accounting year.
Explanation 3 : Where a listed holding company has a listed subsidiary which is itself a holding
company, the above provisions shall apply to the listed subsidiary insofar as its subsidiaries are
concerned.
IV. Disclosures
(A) Basis of related party transactions
(i) A statement in summary form of transactions with related parties in the ordinary course of
business shall be placed periodically before the audit committee.
(ii) Details of material individual transactions with related parties which are not in the normal
course of business shall be placed before the audit committee.
(iii) Details of material individual transactions with related parties or others, which are not on an
arm’s length basis should be placed before the audit committee, together with
Management’s justification for the same..
(B) Disclosure of Accounting Treatment

Where in the preparation of financial statements, a treatment different from that prescribed
in an Accounting Standard has been followed, the fact shall be disclosed in the financial
statements, together with the management’s explanation as to why it believes such
alternative treatment is more representative of the true and fair view of the underlying busi-
ness transaction in the Corporate Governance Report.
(C) Board Disclosures – Risk management

The company shall lay down procedures to inform Board members about the risk assessment
and minimization procedures. These procedures shall be periodically reviewed to ensure
that executive management controls risk through means of a properly defined framework.
(D) Proceeds from public issues, rights issues, preferential issues etc.
When money is raised through an issue (public issues, rights issues, preferential issues etc.), it
shall disclose to the Audit Committee, the uses / applications of funds by major category
(capital expenditure, sales and marketing, working capital, etc), on a quarterly basis as a
part of their quarterly declaration of financial results. Further, on an annual basis, the
company shall prepare a statement of funds utilized for purposes other than those stated in
the offer document/prospectus/notice and place it before the audit committee. Such
disclosure shall be made only till such time that the full money raised through the issue has
been fully spent. This statement shall be certified by the statutory auditors of the company.
The audit committee shall make appropriate recommendations to the Board to take up
steps in this matter.
(E) Remuneration of Directors

(i) All pecuniary relationship or transactions of the non-executive directors vis-à-vis the
company shall be disclosed in the Annual Report.
(ii) Further the following disclosures on the remuneration of directors shall be made in the
section on the corporate governance of the Annual Report :
(a) All elements of remuneration package of individual directors summarized under major
groups, such as salary, benefits, bonuses, stock options, pension etc.
(b) Details of fixed component and performance linked incentives, along with the
performance criteria.
(c) Service contracts, notice period, severance fees.
(d) Stock option details, if any – and whether issued at a discount as well as the period over
which accrued and over which exercisable.
(iii) The company shall publish its criteria of making payments to non-executive directors in its
annual report. Alternatively, this may be put up on the company’s website and reference
drawn thereto in the annual report.
(iv) The company shall disclose the number of shares and convertible instruments held by
non-executive directors in the annual report.
(v) Non-executive directors shall be required to disclose their shareholding (both own or held by
/ for other persons on a beneficial basis) in the listed company in which they are proposed to
be appointed as directors, prior to their appointment. These details should be disclosed in the
notice to the general meeting called for appointment of such director
(F) Management
(i) As part of the directors’ report or as an addition thereto, a Management Discussion and
Analysis report should form part of the Annual Report to the shareholders. This Management
Discussion & Analysis should include discussion on the following matters within the limits set
by the company’s competitive position:
i. Industry structure and developments.
ii. Opportunities and Threats.
iii. Segment–wise or product-wise performance.
iv. Outlook
v. Risks and concerns.
vi. Internal control systems and their adequacy.
vii. Discussion on financial performance with respect to operational performance.
viii. Material developments in Human Resources / Industrial Relations front, including number
of people employed.
(ii) Senior management shall make disclosures to the board relating to all material financial
and commercial transactions, where they have personal interest that may have a potential
conflict with the interest of the company at large (for e.g. dealing in company shares,
commercial dealings with bodies, which have shareholding of management and their
relatives etc.)
Explanation: For this purpose, the term “senior management” shall mean personnel of the
company who are members of its. core management team excluding the Board of
Directors). This would also include all members of management one level below the
executive directors including all functional heads.
(G) Shareholders
(i) In case of the appointment of a new director or re-appointment of a director the sharehold-
ers must be provided with the following information:
(a) A brief resume of the director;
(b) Nature of his expertise in specific functional areas;
(c) Names of companies in which the person also holds the directorship and the
membership of Committees of the Board; and
(d) Shareholding of non-executive directors as stated in Clause 49 (IV) (E) (v) above
(ii) Quarterly results and presentations made by the company to analysts shall be put on
company’s web-site, or shall be sent in such a form so as to enable the stock exchange on
which the company is listed to put it on its own web-site.
(iii) A board committee under the chairmanship of a non-executive director shall be formed to
specifically look into the redressal of shareholder and investors complaints like transfer of
shares, non-receipt of balance sheet, non-receipt of declared dividends etc. This Committee
shall be designated as ‘Shareholders/Investors Grievance Committee’.
(iv) To expedite the process of share transfers, the Board of the company shall delegate the
power of share transfer to an officer or a committee or to the registrar and share transfer
agents. The delegated authority shall attend to share transfer formalities at least once in a
fortnight.
V. CEO/CFO certification
The CEO, i.e. the Managing Director or Manager appointed in terms of the Companies Act, 1956
and the CFO i.e. the whole-time Finance Director or any other person heading the finance function
discharging that function shall certify to the Board that:
(a) They have reviewed financial statements and the cash flow statement for the year and that
to the best of their knowledge and belief :
(i) these statements do not contain any materially untrue statement or omit any material
fact or contain statements that might be misleading;
(ii) these statements together present a true and fair view of the company’s affairs and are
in compliance with existing accounting standards, applicable laws and regulations.
(b) There are, to the best of their knowledge and belief, no transactions entered into by the
company during the year which are fraudulent, illegal or violative of the company’s code of
conduct.
1
(c) They accept responsibility for establishing and maintaining internal controls financial reporting
and that they have evaluated the effectiveness of the internal control systems of the company
pertaining to financial reporting and they have disclosed to the auditors and the Audit
Committee, deficiencies in the design or operation of such internal controls, if any, of which
they are aware and the steps they have taken or propose to take to rectify these deficiencies.
(d) They have indicated to the auditors and the Audit committee
(i) 1 significant changes in internal control over financial reporting during the year;
(ii) significant changes in accounting policies during the year and that the same have been
disclosed in the notes to the financial statements; and
(iii) 1 instances of significant fraud of which they have become aware and the involvement
therein, if any, of the management or an employee having a significant role in the
company’s internal control system over financial reporting
VI. Report on Corporate Governance
(i) There shall be a separate section on Corporate Governance in the Annual Reports of
company, with a detailed compliance report on Corporate Governance. Non-compliance
of any mandatory requirement of this clause with reasons thereof and the extent to which the
non-mandatory requirements have been adopted should be specifically highlighted. The
suggested list of items to be included in this report is given in Annexure- I C and list of
non-mandatory requirements is given in Annexure – I D.
(ii) The companies shall submit a quarterly compliance report to the stock exchanges within
15 days from the close of quarter as per the format given in Annexure I B. The report shall be
signed either by the Compliance Officer or the Chief Executive Officer of the company
VII. Compliance
(1) The company shall obtain a certificate from either the auditors or practicing company
secretaries regarding compliance of conditions of corporate governance as stipulated in this
clause and annex the certificate with the directors’ report, which is sent annually to all the
shareholders of the company. The same certificate shall also be sent to the Stock Exchanges
along with the annual report filed by the company.
(2) The non-mandatory requirements given in Annexure – I D may be implemented as per
the discretion of the company. However, the disclosures of the compliance with mandatory
requirements and adoption (and compliance) / non-adoption of the non-mandatory
requirements shall be made in the section on corporate governance of the Annual Report.
1
Added as per SEBI’s letter dated 13.01.2006 & Board Resolution dated 21.01.2006
Annexure I A
Information to be placed before Board of Directors
1. Annual operating plans and budgets and any updates.
2. Capital budgets and any updates.
3. Quarterly results for the company and its operating divisions or business segments.
4. Minutes of meetings of audit committee and other committees of the board.
5. The information on recruitment and remuneration of senior officers just below the board level,
including appointment or removal of Chief Financial Officer and the Company Secretary.
6. Show cause, demand, prosecution notices and penalty notices which are materially
important
7. Fatal or serious accidents, dangerous occurrences, any material effluent or pollution
problems.
8. Any material default in financial obligations to and by the company, or substantial non-
payment for goods sold by the company.
9. Any issue, which involves possible public or product liability claims of substantial nature,
including any judgement or order which, may have passed strictures on the conduct of the
company or taken an adverse view regarding another enterprise that can have negative
implications on the company.
10. Details of any joint venture or collaboration agreement.
11. Transactions that involve substantial payment towards goodwill, brand equity, or intellectual
property.
12. Significant labour problems and their proposed solutions. Any significant development in
Human Resources/ Industrial Relations front like signing of wage agreement, implementation
of Voluntary Retirement Scheme etc.
13. Sale of material nature, of investments, subsidiaries, assets, which is not in normal course of
business.
14. Quarterly details of foreign exchange exposures and the steps taken by management to limit
the risks of adverse exchange rate movement, if material.
15. Non-compliance of any regulatory, statutory or listing requirements and shareholders service
such as non-payment of dividend, delay in share transfer etc.
Annexure I B
Format of Quarterly Compliance Report on Corporate Governance
Quarter ending on :
Clause of Listing Compliance status Remark

Particulars Agreement Agreement (Yes/No/N.A.)
1 2 3 4
I. Board of Directors 49 I
(A) Composition of Board 49(IA)
(B) Non-executive Directors’ compensation &

disclosures 49 (IB)
(C) Other provisions as to Board and Committees 49 (IC)
(D) Code of Conduct 49 (ID)
II. Audit Committee 49 (II)
(A) Qualified & Independent Audit Committee 49 (IIA)
(B) Meeting of Audit Committee 49 (IIB)
(C) Powers of Audit Committee 49 (IIC)
(D) Role of Audit Committee 49 (IID)
(E) Review of Information by Audit Committee 49 (IIE)
III. Subsidiary Companies 49 (III)
IV. Disclosures 49 (IV)
(A) Basis of related party transactions 49 (IV A)
(B) Board Disclosures 49 (IV B)
(C) Proceeds from public issues, rights issues,

Preferential issues etc. 49 (IV C)
(D) Remuneration of Directors 49 (IV D)
(E) Management 49 (IV E)
(F) Shareholders 49 (IV F)
V. CEO/CFO Certification 49 (V)
VI. Report on Corporate Governance 49 (VI)
VII. Compliance 49 (VII)

Note:
1) The details under each head shall be provided to incorporate all the information required as
per the provisions of the Clause 49 of the Listing Agreement.
2) In the column No.3, compliance or non-compliance may be indicated by Yes/No/N.A.. For
example, if the Board has been composed in accordance with the Clause 49 I of the Listing
Agreement, “Yes” may be indicated. Similarly, in case the company has no related party
transactions, the words “N.A.” may be indicated against 49 (IV A).
3) In the remarks column, reasons for non-compliance may be indicated, for example, in case
of requirement related to circulation of information to the shareholders, which would be done
only in the AGM/EGM, it might be indicated in the “Remarks” column as – “will be complied
with at the AGM”. Similarly, in respect of matters which can be complied with only where the
situation arises, for example, “Report on Corporate Governance” is to be a part of Annual
Report only, the words “will be complied in the next Annual Report” may be indicated.
Annexure I C
Suggested List of Items to Be Included In the Report on Corporate Governance in the Annual Report of
Companies
1. A brief statement on company’s philosophy on code of governance.
2. Board of Directors:
i. Composition and category of directors, for example, promoter, executive, non- executive,
independent non-executive, nominee director, which institution represented as lender or as
equity investor.
ii. Attendance of each director at the Board meetings and the last AGM.
iii. Number of other Boards or Board Committees in which he/she is a member or Chairperson
iv. Number of Board meetings held, dates on which held.
3. Audit Committee:
i. Brief description of terms of reference
ii. Composition, name of members and Chairperson
iii. Meetings and attendance during the year
4. Remuneration Committee:
iii. Attendance during the year
iv. Remuneration policy
v. Details of remuneration to all the directors, as per format in main report.
5. Shareholders Committee:
i. Name of non-executive director heading the committee
ii. Name and designation of compliance officer
iii. Number of shareholders’ complaints received so far
iv. Number not solved to the satisfaction of shareholders
v. Number of pending complaints
6. General Body meetings:

i. Location and time, where last three AGMs held.
ii. Whether any special resolutions passed in the previous 3 AGMs
iii. Whether any special resolution passed last year through postal ballot – details of voting pattern
iv. Person who conducted the postal ballot exercise
v. Whether any special resolution is proposed to be conducted through postal ballot
vi. Procedure for postal ballot
7. Disclosures:
i. Disclosures on materially significant related party transactions that may have potential conflict
with the interests of company at large.
ii. Details of non-compliance by the company, penalties, strictures imposed on the company by
Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets,
during the last three years.
iii. Whistle Blower policy and affirmation that no personnel has been denied access to the audit
committee.
iv. Details of compliance with mandatory requirements and adoption of the non-mandatory
requirements of this clause
8. Means of communication.
i. Quarterly results
ii. Newspapers wherein results normally published
iii. Any website, where displayed
iv. Whether it also displays official news releases; and
The presentations made to institutional investors or to the analysts.
9. General Shareholder information:

i. AGM : Date, time and venue
ii. Financial year
iii. Date of Book closure
iv. Dividend Payment Date
v. Listing on Stock Exchanges
vi. Stock Code
vii. Market Price Data: High. Low during each month in last financial year
viii. Performance in comparison to broad-based indices such as BSE Sensex, CRISIL index etc.
ix. Registrar and Transfer Agents
x. Share Transfer System
xi. Distribution of shareholding
xii. Dematerialization of shares and liquidity
xiii. Outstanding GDRs/ADRs/Warrants or any Convertible instruments, conversion date and likely
impact on equity
xiv. Plant Locations
xv. Address for correspondence
Annexure I D
Non-Mandatory Requirements
(1) The Board
A non-executive Chairman may be entitled to maintain a Chairman’s office at the company’s
expense and also allowed reimbursement of expenses incurred in performance of his duties.
Independent Directors may have a tenure not exceeding, in the aggregate, a period of nine
years, on the Board of a company.
(2) Remuneration Committee
i. The board may set up a remuneration committee to determine on their behalf and on behalf
of the shareholders with agreed terms of reference, the company’s policy on specific
remuneration packages for executive directors including pension rights and any compensation
payment.
ii. To avoid conflicts of interest, the remuneration committee, which would determine the
remuneration packages of the executive directors may comprise of at least three directors,
all of whom should be non-executive directors, the Chairman of committee being an
independent director.
iii. All the members of the remuneration committee could be present at the meeting.
iv. The Chairman of the remuneration committee could be present at the Annual General
Meeting, to answer the shareholder queries. However, it would be up to the Chairman to
decide who should answer the queries.
(3) Shareholder Rights
A half-yearly declaration of financial performance including summary of the significant events in
last six-months, may be sent to each household of shareholders.
(4) Audit qualifications
Company may move towards a regime of unqualified financial statements.
(5) Training of Board Members
A company may train its Board members in the business model of the company as well as the risk
profile of the business parameters of the company, their responsibilities as directors, and the best
ways to discharge them.
(6) Mechanism for evaluating non-executive Board Members
The performance evaluation of non-executive directors could be done by a peer group comprising
the entire Board of Directors, excluding the director being evaluated; and Peer Group evaluation
could be the mechanism to determine whether to extend / continue the terms of appointment of
(7) Whistle Blower Policy
The company may establish a mechanism for employees to report to the management concerns
about unethical behaviour, actual or suspected fraud or violation of the company’s code
of conduct or ethics policy. This mechanism could also provide for adequate safeguards against
victimization of employees who avail of the mechanism and also provide for direct access to the
Chairman of the Audit committee in exceptional cases. Once established, the existence of the
mechanism may be appropriately communicated within the organization.”
1
50 The company will mandatorily comply with all the Accounting Standards issued by the Institute of
Chartered Accountants of India (ICAI) from time to time.”
2
51. EDIFAR FILING
(1) The company agrees that it shall file the following information, statements and reports on the
Electronic Data Information Filing and Retrieval (EDIFAR) website maintained by the SEBI in
association with the National Informatics Centre (NIC), on-line, in such manner and format
and within such time as may be specified by SEBI:
• Full version of annual report including the balance sheet, profit and loss account, director’s
report and auditor’s report; cash flow statements; half yearly financial statements quar-
terly financial statements.
• Corporate governance report.
• Shareholding pattern statement.
• Statement of action taken against the company by any regulatory agency.
• Such other statement, information or report as may be specified by SEBI from time to time
in this regard.
Provided that the requirement of this clause shall be in addition to and not in derogation from the
requirements of other clauses of this listing agreement, which may require filing of any statements,
reports and information in the physical or other form with the exchange.
(2) The company agrees that it shall appoint a compliance officer who shall be responsible for
filing the above information in the EDIFAR system. The compliance officer and the company
shall ensure the correctness and authenticity of the information filed in the system and that it
is in conformity with applicable laws and terms of the listing agreement.
(3) The company undertakes that while filing the information in the EDIFAR system, it shall make
the following disclaimer clause:
The information furnished above is certified by [company’s name] to be true, fair and
accurate (except in respect of errors in or omissions from documents filed electronically that
result solely from electronic transmission errors beyond our control and in respect of which we
take corrective action as soon as it is reasonably practicable after becoming aware of the
error or the omission). SEBI, the Stock Exchanges or the NIC do not take any responsibility for
the accuracy, validity, consistency and integrity of the data entered and updated by it.’ The
name of the compliance officer with his designation and the company’s name shall be
displayed immediately below the disclaimer clause.”
PROVIDED ALWAYS AND THE COMPANY HEREBY IRREVOCABLY AGREES AND DECLARES THAT unless
the Exchange agrees otherwise the Company will not without the previous permission in writing of
the Central Government withdraw its adherence to this agreement for listing its securities.
AND THE COMPANY HEREBY FURTHER AGREES AND DECLARES THAT all or any of its securities listed
on the EXCHANGE shall remain on the list entirely at the discretion of the EXCHANGE AND THAT, the
Exchange may, in its absolute discretion, suspend or remove the securities from the list at any time
and for any reason whatsoever. For the said suspended security to be re-admitted to dealings on
the Exchange, the company shall pay to the Exchange such amount as re-instatement fees as
may be prescribed by the Exchange from time to time.
1
Added by Governing Board Resolution dated 13.09.2001
2
IN WITNESS WHEREOF the Company has caused these presents to be executed and its Common
Seal to be hereunto affixed as of the day and year first above written.
The Common Seal of the above named

___________________________________________ was hereunto _________________________
affixed pursuant to a resolution passed at a meeting (Signature of the Director)
of the Board of Directors held on the _______________ day of
______________________ 20 ______________ in the presence of _________________________
________________________________________________________ (Signature of the Director)
_______________________________Director(s) of the Company.
Schedule I above referred to :

Schedule of Company’s listed Securities
Kind of Number Nominal Paid-up Total Total Paid-up Distinctive

Security Issued Value per Value per Nominal Value Numbers
(Shares) Share Shares Value Rs.
Rs. Rs. Rs.
Kind of Amount Unit Rate of Interest Date of Distinctive

Security Rs. Rs. Interest due Redemption Numbers
(Debentures) Percent Date
SCHEDULE OF LISTING FEES

I. Initial Listing Fee : Rs. 20,000
II. Annual Listing Fee :
i) Companies with paid-up capital* upto Rs. 5 crores Rs. 10,000
ii) above Rs. 5 crores and upto Rs. 10 crores Rs. 15,000
iii) above Rs. 10 crores and upto Rs. 20 crores Rs. 30,000
III. Companies which have a paid-up capital* of more than Rs.20 crores pay additional fee of Rs. 750/-
for every increase of Rs.1 crore or part thereof.
IV. In case of debenture capital (not convertible into equity shares) of companies, the fees will be
charged @ 25% of the fees payable as per the above mentioned scales.
* includes equity share, preference share, Fully Convertible Debenture, Partly Convertible
Debenture capital and any other security which will be converted into equity shares.
Note : The above Schedule of Listing Fee is uniformly applicable for all the companies irrespective of
whether the Exchange is Regional or Non Regional.
1
MODEL LISTING AGREEMENT
FOR LISTING OF INDIAN DEPOSITORY RECEIPTS
This agreement made this ______________________ day of_____________, ___ by

_____________________________________________________________________________ a Company/
any other body duly formed and registered under the ________ Act of____________(country) and
having its Registered office
at___________________________________________________________________________________________________________________________
(hereinafter called “the Issuer”) with the _________ STOCK EXCHANGE (hereinafter called ‘the
stock exchange’).
Witnesseth
WHEREAS the Issuer has filed with the stock exchange an application for listing its Indian Depository
Receipts (hereinafter referred to as ‘IDRs’) more particularly described in Schedule I annexed hereto
and made a part hereof.
AND WHEREAS the issuer has filed with the Exchange an application for listing of IDRs as defined in rule
3(i)(d) of the Companies (Issue of Indian Depository Receipts) Rules 2004 against …….. (number) of
equity shares issued having face value of ……………. which are deposited with ………. custodian.
AND WHEREAS it is a requirement of the stock exchange that there must be filed with the application an
agreement in terms hereinafter appearing, to qualify for the admission and continuance of the said IDRs
upon the list of the stock exchange.
NOW THEREFORE in consideration of the stock exchange having agreed to list the said IDRs, the Issuer
hereby covenants and agrees with the stock exchange as follows:
1. The Issuer agrees:
a) that advices of allotment will be issued simultaneously and that in the event of its being impossible to
issue letters of regret at the same time, a notice to that effect will be inserted in the press so that it will
appear on the morning after the letters of allotment have been posted;
b) that advices of rights entitlement, wherever applicable, will be issued simultaneously;
2. a) The Issuer will notify stock exchange at least 7 days in advance of the date of the meeting of its
Board of Directors at which the recommendation or declaration of a dividend or a rights issue or
convertible debentures or of debentures carrying a right to subscribe to equity shares or the
passing over of the dividend is due to be considered and will recommend or declare all divi-
dend and/or cash bonuses at least five days before commencement of the closure of its trans-
fer books or the record date fixed for the purpose.
b) The Issuer will give notice simultaneously to stock exchange in case any proposal for declaration
of bonus issue is to be placed before its Board of Directors and is communicated as part of the
agenda. No prior intimation is required about the Board Meeting in case the declaration of
bonus issue by the company is not on the agenda of the Board Meeting.
c) The Issuers are also required to send the information in the format which is given in Schedule III by
e-mail
3. The Issuer will, immediately after the meeting of its Board of Directors has been held to consider or
decide the same, intimate to the Stock Exchange, (within 15 minutes of the closure of the board
meeting) by phone, fax, telegram, e-mail:
1
Inserted as per SEBI’s letter dated 3.04.2006 and Board Resolution dated 3.07.2006
a) all dividends and/or cash bonuses recommended or declared or the decision to pass any
dividend or interest payment;
b) the total turnover, gross profit/loss, provision for depreciation, tax provisions and net profits for
the year (with comparison with the previous year) and the amounts appropriated from reserves,
capital profits, accumulated profits of past years or other special source to provide wholly or
partly for the dividend, even if this calls for qualification that such information is provisional or
subject to audit.
c) The Issuers are also required to send the information by e-mail in the format which is given in
Schedule IV.
d) The Issuer shall be required to intimate the stock exchanges within 15 minutes of the closure of
the Board Meetings about any decision on buyback of equity shares.
4. The Issuer will notify the stock exchange at least twenty-one days in advance of the date on and
from which the dividend on shares will be payable .
5. The issuer agrees to issue simultaneously the dividend warrants, wherever applicable, which shall be
payable at par at such centers as may be agreed to between stock exchange and the Issuer and
which shall be collected at par, with collection charges, if any, being borne by the Issuer, in any
bank in the country at centers other than the centers agreed to between stock exchange and the
Issuer, so as to reach the holders of IDRs on or before the date fixed for payment of dividend,.
Provided that the issuer may make arrangements for electronic credit of dividends within the
aforesaid time limit in such manner as may be approved by the stock exchange.
6. The Issuer shall within 15 minutes of the closure of any board meeting where any of the following
matters are decided, intimate to the Stock Exchanges by phone, fax, telegram, e-mail the following:
a) short particulars of any increase of capital whether by issue of bonus shares through
capitalization, or by issue of rights shares, or in any other manner;
b) short particulars of the reissues of forfeited shares or securities, or the issue of shares or securities
held in reserve for future issue or the creation in any form or manner of new shares or securities or
any other rights, privileges or benefits to subscribe thereto;
c) short particulars of any other alterations of capital, including calls;
d) any other information necessary to enable the holders of the IDRs to appraise the issuer’s
position and to avoid the establishment of a false market.
a) to fix record date for the purpose of payment of dividends or distribution of any other corporate
benefits to IDR holders in consultation with stock exchange ;
b) to issue –
(i) advices of allotment within six weeks of the record date for the purpose of making a bonus issue;
(ii) letters of right within six weeks of the record date for the purpose of making a rights issue and
(iii) advices of allotment within six weeks of the last date fixed by the Issuer for submission of letters of
renunciation in case of rights issue.
8. a) The company agrees to obtain ‘in-principle’ approval for listing from the exchanges where its
IDRs are listed, before issuing further IDRs. The company agrees to make an application to the
Exchange for the listing of any new issue of IDRs.
b) The Issuer agrees to make true, fair and adequate disclosure in the offer documents/draft
prospectus/letter of offer in respect of any new or further issue of IDRs.
c) The Issuer agrees that it shall not issue any prospectus/ offer document/ letter of offer for public
subscription of any IDRs unless the legal and regulatory requirements relating thereto have been
fulfilled.
d) The Issuer further agrees that the Issuer shall submit to the exchange the following documents to
enable it to admit/ list the said IDRs for dealing in SE, such as -
i) a copy of letter indicating the observation on draft prospectus/ letter of offer/ offer documents
by SEBI;
and
ii) a certificate from a merchant banker acting as lead manager to the issue reporting positive
compliance by the issuer of the guidelines on disclosure and investor protection issued by SEBI.
and
(iii) a due diligence report from the domestic depository
e) in the event of non-submission of the documents as mentioned in sub-clause (d) above by the
Issuer to the stock exchange or withdrawal of the observation letter by SEBI at any time before
grant of permission for listing/ admission to dealing of the IDRs, the IDRs shall not be eligible for
listing/ dealing, as the case may be, and the company shall be liable to refund the subscription
monies to the respective investors immediately.
f) The company agrees that it shall disclose the pre and post arrangement capital structure and
share holding pattern to the IDR holders in case of corporate restructuring like mergers /
amalgamations and other schemes in advance
g) The company agrees to ensure that any scheme of arrangement/amalgamation/merger/

reconstruction/reduction of capital, etc., to be presented to any Court or Tribunal does not in
any way violate, override or circumscribe the provisions of securities laws or the stock exchange
requirements.
Explanation : For the purpose of this sub-clause, ’securities laws’ mean the Companies (Issue of
Indian Depository Receipts) Rules, 2004, the SEBI Act, 1992, the Securities Contracts (Regulation)
Act, 1956, the Depositories Act, 1996 and section 605A of the Companies Act, 1956 and the
provisions thereof which are administered by SEBI under section 55A and, the rules, regulations,
guidelines etc. made under these Acts and the Listing Agreement.
9. In the event of the Issuer granting any options to purchase any shares of the Issuer, the Issuer will
promptly notify SE:
a) of the number of shares covered by such options, of the terms thereof and of the time within
which they may be exercised;
b) of any subsequent changes or cancellation or exercise of such options.
10. (1) The issuer shall notify the exchange without delay of any change in the rights attaching to any
class of equity shares into which the IDRs are exchangeable.
11. The Issuer will promptly notify SE:
a) of any change in the Issuer’s directorate by death, resignation, removal or otherwise;

b) of any change of Managing Director,;
c) of any change of Auditors appointed to audit the books and accounts of the Issuer;
d) of any change in the compliance officer and company secretary;
e) of any change in the domestic depository or the overseas custodian bank.
12. The Issuer will forward to stock exchange promptly and without application:-
a) copies of the Annual Reports, which shall include the Balance Sheet and Profit & Loss Account,
Directors’ Report and the Auditors Report and of all periodical and special reports as soon as
they are issued;
b) copies of all notices, resolutions and circulars relating to new issue of capital prior to their
dispatch to the equity shareholders or IDR holders;
c) copies of all the notices, call letters or any other circulars including notices of meetings at the
same time as they are sent to the equity shareholders, IDR holders, debenture holders or
creditors or any class of them or as they are advertised in the Press.
d) copy of the proceedings at all Annual and Extraordinary General Meetings of the Issuer;
e) copy of the deposit agreement as soon as it is executed.
f) copies of all notices, circulars, etc., issued or advertised in the press either by the Issuer, or by any
other body corporate which the Issuer proposes to absorb or with which the Issuer proposes to
merge or amalgamate, or under orders of the court or any other statutory authority in
connection with any merger, amalgamation, re-construction, reduction of capital, scheme or
arrangement, including notices, circulars, etc. issued or advertised in the press in regard to
meetings of equity shareholders, IDR holders or any class of them and copies of the proceedings
at all such meetings.
13. The Issuer agrees:-
a) that it will not exercise a lien on its fully paid IDRs and that in respect of partly paid IDRs it will not
exercise any lien except in respect of moneys called or payable at a fixed time in respect of
such IDRs;
b) that it will not forfeit unclaimed dividends before the claim becomes barred by law and that
such forfeiture, when effected, will be annulled in appropriate cases;
c) that if any amount be paid up in advance of calls on any IDRs it will stipulate that such amount
may carry interest but shall not in respect thereof confer a right to dividend or to participate in
profits;
d) that it will send out proxy forms to security holders in all cases, such proxy forms being so worded
that a security holders may vote either for or against each resolution;
e) that when notice is given to its security holders by advertisement, it will advertise such notice in
at least one leading National daily newspaper.
14. The company agrees to file with the Exchange the shareholding pattern on a quarterly basis within
15 days of end of the quarter in the following form :
Distribution of Shareholding as on quarter ending …..
Category No. of shares Percentage of

Held shareholding
Promoter’s holding
Promoters*
Persons acting in Concert #

Sub-Total
Non-Promoters Holding
Institutional Investors
- IDR holders
- Shareholders
Mutual Funds
- IDR holders
- Shareholders
Banks, Financial Institutions,
Insurance Companies
- IDR holders
- Shareholders
Sub-Total
Others
Private Corporate Bodies
IDR holders
Shareholders
Persons resident outside India
Individuals
Others
Indian Public
IDR holders
Shareholders
Any other (please specify)
Sub-Total
GRAND TOTAL
* as defined in Regulation 2(h) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations,
1997s.
# as defined in Regulation 2(e) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations,
1997
Note 1 : The Name, Number of shares held and percentage shareholding of entities / persons holding
more than 1 percent of the shares of the company shall be given under each head.
Note 2 : The company shall also post this information on its web site and on the EDIFAR website.
15. Apart from complying with all specific requirements as above, the Issuer will intimate to the Stock
Exchanges, immediately of events such as strikes, lock outs, closure on account of power cuts, etc.
and all events which will have a bearing on the performance / operations of the company as well
as price sensitive information both at the time of occurrence of the event and subsequently after
the cessation of the event in order to enable the IDR holders and the public to appraise the position
of the Issuer and to avoid the establishment of a false market in its IDRs. In addition, the Issuer will
furnish to stock exchange on request such information concerning the Issuer as the stock exchange
may reasonably require. The material events may be events such as:
a. Change in the general character or nature of business

The Issuer will promptly notify the Exchange of any material change in the general character or
nature of its business where such change is brought about by the Issuer entering into or
proposing to enter into any arrangement for technical, manufacturing, marketing or financial
tie-up or by reason of the Issuer, selling or disposing of or agreeing to sell or dispose of any unit or
division or by the Issuer, enlarging, restricting or closing the operations of any unit or division or
proposing to enlarge, restrict or close the operations of any unit or division or otherwise.
b. Disruption of operations due to natural calamity

The issuer will soon after the occurrence of any natural calamity like earthquake, flood or fire
disruptive of the operation of any one or more units of the Issuer keep the Exchange informed of
the details of the damage caused to the unit thereby and whether the loss/damage has been
covered by insurance and without delay furnish to the Exchange an estimate of the loss in
revenue or production arising therefrom, and the steps taken to restore normalcy, in order to
enable the security holders and the public to appraise the position of the issue and to avoid the
establishment of a false market in its IDRs.
c. Commencement of Commercial Production/Commercial Operations

The issuer will promptly notify the Exchange the commencement of commercial/production or
the commencement of commercial operations of any unit/division where revenue from the
unit/division for a full year of production or operations is estimated to be not less than ten per
cent of the revenues of the Issuer for the year.
d. Developments with respect to pricing/realisation arising out of change in the regulatory

framework
The Issuer will promptly inform the Exchange of the developments with respect to pricing of or in
realisation on its goods or services (which are subject to price or distribution, control/restriction
by the Government or other statutory authorities, whether by way of quota, fixed rate of return,
or otherwise) arising out of modification or change in Government’s or other authorities’ policies
provided the change can reasonably be expected to have a material impact on its present or
future operations or its profitability.
e. Litigation /dispute with a material impact

The issuer will promptly after the event inform the Exchange of the developments with respect to
any dispute in conciliation proceedings, litigation, assessment, adjudication or arbitration to
which it is a party or the outcome of which can reasonably be expected to have a material
impact on its present or future operations or its profitability or financials.
f. Revision in Ratings
The Issuer will promptly notify the Exchange, the details of any rating or revision in rating assigned
to any debt or equity instrument of the Issuer or to any fixed deposit programme or to any
scheme or proposal of the Issuer involving mobilisation of funds whether in India or abroad
provided the rating so assigned has been quoted, referred to, reported, relied upon or
otherwise used by or on behalf of the Issuer.
g. Any other information having bearing on the operation/performance of the company as well as
price sensitive information which includes but not restricted to;
i. Issue of any class of IDRs.

ii. Acquisition, merger, de-merger, amalgamation, restructuring, scheme of arrangement, spin
off of setting divisions of the company, etc.
iii. Change in market lot of the company’s shares, sub-division of equity shares of the com-
pany.
iv. Voluntary delisting by the company from any stock exchange(s).
v. Forfeiture of shares.
vi. Any action which will result in alteration in the terms regarding redemption/cancellation/
retirement in whole or in part of any IDRs or the underlying equity shares issued by the
company.
vii. Information regarding status of opening and closing of any issue of equity shares or any
other class of securities to be issued abroad.
viii. Cancellation of dividend/rights/bonus, etc.
ix. Delisting or withdrawal of admission to dealings or suspension of trading of any securities of
the issuer from any stock exchange whether in India or outside, together with the reasons
therefor.
The above information should be made public immediately.
16. The issuer hereby authorizes the Exchange to make available immediately to its members and to
the Press any information supplied by the Issuer in compliance with any of the listing requirements
provided that in cases where it is contended that such disclosure might be detrimental to the
Issuer’s interest a special submission to that effect may be made for the consideration of stock
exchange when furnishing the information.
17. The Issuer agrees that as soon as its IDRs are listed on SE, it will pay to the stock exchange an initial
listing fee as prescribed in Schedule II annexed hereto and made a part hereof, and that
thereafter, so long as the IDRs continue to be listed on the stock exchange, it will pay to stock
exchange on or before April 30, in each year an Annual Listing Fee computed on the basis of the
capital of the Issuer as on March 31 and worked out as provided in Schedule II annexed hereto and
made a part thereof. The Issuer also agrees that it shall pay the additional Annual Listing Fee, at the
time of making application for listing of IDRs arising out of further issue, as is computed in terms of
Schedule II annexed hereto and made a part thereof for any addition in the capital after March 31
18. The Issuer agrees that in the event of application for listing being granted in pursuance of this
agreement, the issuer shall be subject to the Rules, Bye-laws and Regulations of stock exchange
and SEBI circulars, Rules, guidelines & regulations in regard to listing of IDRs which now are or
hereafter may be in force. As a pre-condition for continued listing the Issuer further undertakes to
forthwith comply with such future conditions as may be stipulated by stock exchange from time to
time as conditions and requirements for listing of IDRs.
19. The Issuer agrees that it shall be a condition precedent for issuance of new IDRs, that it shall deposit
before the opening of subscription list and keep deposited with the stock exchange (in cases where
the IDRs are offered for subscription whether through the Issue of a prospectus, letter of offer or
otherwise) an amount calculated at 1% of the amount of IDRs offered for subscription to the public
and/or to the holders of existing IDRs of the Issuer, as the case may be, for ensuring compliance by
the Issuer, within the prescribed or stipulated period, of all prevailing requirements of law and all
prevailing listing requirements and conditions as mentioned in, and refundable or forfeitable in the
manner stated in the Rules, Bye-laws and Regulations of the stock exchange for the time being in
force.
50% of the above mentioned security deposit should be paid to the stock exchange in cash. The
balance amount can be provided for by way of a bank guarantee. The amount to be paid in cash
shall be limited to Rs. 3 crores. The said amount at the security deposit will be released by stock
exchange after the issuer obtains No Objection Certificate from SEBI.
20. (1) The company agrees that it will furnish on a quarterly basis a statement to the stock exchange
indicating the variations between projected utilisation of funds and/ or projected profitability
statement made by it in its prospectus or letter of offer and the actual utilisation of funds and/ or
actual profitability.
(2) The statement referred to in sub-clause (1) shall be given for each of the years for which
projections are provided in its prospectus/ letter of offer/ of IDRs and shall be published in news-
papers simultaneously with the audited financial results as required under clause 35.
(3) If there are material variations between the projections and the actual utilisation/ profitability,
the company shall furnish an explanation therefor in the advertisement and shall also provide
the same in the Directors’ Report.
(4) The certificate obtained by the issuer from its statutory auditor or a Chartered Accountant as
required by rule 11(i) of the Companies (Issue of Indian Depository Receipts) Rules, 2004 shall also
be published in the newspapers along with the statement mentioned in sub-clause (2).
21. Without prejudice to any other provisions of this agreement, in general and its Clause 18 in
particular as a condition for continued listing, the Issuer shall comply with the provisions of the
relevant Acts including the section 605A of the Companies Act, 1956, Companies (Issue of Indian
Depository Receipts) Rules, 2004, Securities Contracts (Regulation) Act, 1956, Securities Contract
Regulation Rules, 1957, guidelines issued from time to time by the Government and/or the Securities
and Exchange Board of India including additional disclosures required to be made for IDR issues in
the Guidelines on Disclosure and Investor Protection.
22. The issuer agrees that –

(a) as far as possible allotment of IDRs offered to the public shall be made within 30 days of the
closure of the public issue;
(b) it shall pay interest @ 15% per annum if the allotment has not been made and or refund orders
have not been dispatched to the investors within 30 days from the date of the closure of the
issue.

(a) to appoint the Company Secretary of the Issuer as Compliance Officer who will directly liaise
with the authorities such as SEBI, Stock Exchanges, ROC etc., and investors with respect to
implementation of various clause, rules, regulations and other directives of such authorities and
investor service & complaints related matter.
(b) to undertake a due diligence survey to ascertain whether the RTA is sufficiently equipped with
infrastructure facilities such as adequate manpower, computer hardware and software, office
space, documents handling facility etc., to serve the IDR holders
(c) to furnish a copy of agreement or MOU entered into with overseas custodian bank, domestic
depository, merchant banker and RTA to the stock exchange.
24 - Corporate Governance
The company agrees to comply with the corporate governance requirements stipulated in this clause:
(A) Composition of Board
(i) The Board of directors of the company shall have an optimum combination of executive and
(ii) Where the Chairman of the Board is a non-executive director, at least one-third of the Board
should comprise of independent directors and in case he is an executive director, at least half
of the Board should comprise of independent directors.
(iii) For the purpose of the sub-clause (ii), the expression ‘independent director’ shall mean a non-
executive director of the company who:
a. apart from receiving director’s remuneration, does not have any material pecuniary relationships
or transactions with the company, its promoters, its directors, its senior management or its holding
company, its subsidiaries and associates which may affect independence of the director;
b. is not related to promoters or persons occupying management positions at the board level or at
one level below the board;
c. has not been an executive of the company in the immediately preceding three financial years;
d. is not a partner or an executive or was not partner or an executive during the preceding three
years, of any of the following:
i) the statutory audit firm or the internal audit firm that is associated with the company, and
ii) the legal firm(s) and consulting firm(s) that have a material association with the company.
e. is not a material supplier, service provider or customer or a lessor or lessee of the company,
which may affect independence of the director; and
f. is not a substantial shareholder of the company i.e. owning two percent or more of the block of
voting shares.
Explanation
a. Associate shall mean a company which is an “associate” as defined in Accounting Standard

(AS) 23, “Accounting for Investments in Associates in Consolidated Financial Statements”, issued
by the Institute of Chartered Accountants of India.
management team excluding Board of Directors. Normally, this would comprise all members of
management one level below the executive directors, including all functional heads.
c. “Relative” shall mean “relative” as defined in section 2(41) and section 6 read with Schedule IA
of the Companies Act, 1956..
(iv) Nominee directors appointed by an institution which has invested in or lent to the company
Explanation:
“Institution’ for this purpose means a public financial institution as defined in Section 4A of the
Companies Act, 1956 or a “corresponding new bank” as defined in section 2(d) of the Banking
(Acquisition and Transfer of Undertakings) Act, 1980 [both Acts].”
(B) Non executive directors’ compensation and disclosures

stock options that can be granted to non-executive directors, including independent directors, in
any financial year and in aggregate.
“Provided that the requirement of obtaining prior approval of shareholders in general meeting shall
not apply to payment of sitting fees to non-executive directors, if made within the limits prescribed
under the Companies Act, 1956 for payment of sitting fees without approval of the Central
Government.”
(C) Other provisions as to Board and Committees
(i) The board shall meet at least four times a year, with a maximum time gap of four months
given in Annexure– I A.
(ii) A director shall not be a member in more than 10 committees or act as Chairman of more than
five committees across all companies in which he is a director. Furthermore it should be a
mandatory annual requirement for every director to inform the company about the committee
positions he occupies in other companies and notify changes as and when they take place.
Explanation:
1. For the purpose of considering the limit of the committees on which a director can serve, all public
limited companies, whether listed or not, shall be included and all other companies including
private limited companies, foreign companies and companies under Section 25 of the Companies
Act shall be excluded.
2. For the purpose of reckoning the limit under this sub-clause, Chairmanship/ membership of the
Audit Committee and the Shareholders’ Grievance Committee alone shall be considered.
(iii) The Board shall periodically review compliance reports of all laws applicable to the company,
prepared by the company as well as steps taken by the company to rectify instances of non-
compliances.
(D) Code of Conduct
(i) The Board shall lay down a code of conduct for all Board members and senior management of
the company. The code of conduct shall be posted on the website of the company.
(ii) All Board members and senior management personnel shall affirm compliance with the code
on an annual basis. The Annual Report of the company shall contain a declaration to this effect
signed by the CEO.
Explanation:
For this purpose, the term “senior management” shall mean personnel of the company who are
members of its core management team excluding Board of Directors.. Normally, this would
comprise all members of management one level below the executive directors, including all
functional heads.
II Audit Committee
(A) Qualified and Independent Audit Committee
A qualified and independent audit committee shall be set up, giving the terms of reference subject
to the following :
Explanation 1:
The term “financially literate” means the ability to read and understand basic financial statements
i.e. balance sheet, profit and loss account, and statement of cash flows.
Explanation 2:
A member will be considered to have accounting or related financial management expertise if he
or she possesses experience in finance or accounting, or requisite professional certification in
accounting, or any other comparable experience or background which results in the individual’s
financial sophistication, including being or having been a chief executive officer, chief financial
officer or other senior officer with financial oversight responsibilities.
(B) Meeting of Audit Committee
elapse between two meetings. The quorum shall be either two members or one third of the
(C) Powers of Audit Committee
The audit committee shall have powers, which should include the following:
1. To investigate any activity within its terms of reference.
2. To seek information from any employee.
3. To obtain outside legal or other professional advice.
4. To secure attendance of outsiders with relevant expertise, if it considers necessary.
(D) Role of Audit Committee
The role of the audit committee shall include the following:

1. Oversight of the company’s financial reporting process and the disclosure of its financial information
to ensure that the financial statement is correct, sufficient and credible.
2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement
or removal of the statutory auditor and the fixation of audit fees.
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
4. Reviewing, with the management, the annual financial statements before submission to the board
for approval, with particular reference to:
a. Matters required to be included in the Director’s Responsibility Statement to be included in the
Board’s report in terms of clause (2AA) of section 217 of the Companies Act, 1956
c. Major accounting entries involving estimates based on the exercise of judgment by management
5. Reviewing, with the management, the quarterly financial statements before submission to the board
for approval
6. Reviewing, with the management, performance of statutory and internal auditors, adequacy of
the internal control systems.
7. Reviewing the adequacy of internal audit function, if any, including the structure of the internal
audit department, staffing and seniority of the official heading the department, reporting structure
coverage and frequency of internal audit.
there is suspected fraud or irregularity or a failure of internal control systems of a material nature
and reporting the matter to the board.
10. Discussion with statutory auditors before the audit commences, about the nature and scope of
audit as well as post-audit discussion to ascertain any area of concern.
11. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non payment of declared dividends) and creditors.
13. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
Explanation (i):
The term “related party transactions” shall have the same meaning as contained in the Account-
ing Standard 18, Related Party Transactions, issued by The Institute of Chartered Accountants of
India.
Explanation (ii):
If the company has set up an audit committee pursuant to provision of the Companies Act, the said
audit committee shall have such additional functions / features as is contained in this clause.
(E) Review of information by Audit Committee

1. Management discussion and analysis of financial condition and results of operations;
2. Statement of significant related party transactions (as defined by the audit committee), submitted
by management;
3. Management letters / letters of internal control weaknesses issued by the statutory auditors;
4. Internal audit reports relating to internal control weaknesses; and
5. The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject
to review by the Audit Committee
i. At least one independent director on the Board of Directors of the holding company shall be a
director on the Board of Directors of a material non-listed Indian subsidiary company.
ii. The Audit Committee of the listed holding company shall also review the financial statements, in
particular, the investments made by the unlisted subsidiary company.
iii. The minutes of the Board meetings of the unlisted subsidiary company shall be placed at the Board
meeting of the listed holding company. The management should periodically bring to the
attention of the Board of Directors of the listed holding company, a statement of all significant
transactions and arrangements entered into by the unlisted subsidiary company.
Explanation 1: The term “material non-listed Indian subsidiary” shall mean an unlisted subsidiary,
Explanation 2: The term “significant transaction or arrangement” shall mean any individual trans-
action or arrangement that exceeds or is likely to exceed 10% of the total revenues or total ex-
penses or total assets or total liabilities, as the case may be, of the material unlisted subsidiary for the
immediately preceding accounting year.
Explanation 3: Where a listed holding company has a listed subsidiary which is itself a holding com-
pany, the above provisions shall apply to the listed subsidiary insofar as its subsidiaries are con-
cerned.
IV. Disclosures
(A) Basis of related party transactions
(i) A statement in summary form of transactions with related parties in the ordinary course of business
shall be placed periodically before the audit committee.
(ii) Details of material individual transactions with related parties which are not in the normal course of
business shall be placed before the audit committee.
(iii) Details of material individual transactions with related parties or others, which are not on an arm’s
length basis should be placed before the audit committee, together with Management’s
justification for the same..
(B) Disclosure of Accounting Treatment
Where in the preparation of financial statements, a treatment different from that prescribed in an
Accounting Standard has been followed, the fact shall be disclosed in the financial statements,
together with the management’s explanation as to why it believes such alternative treatment is
more representative of the true and fair view of the underlying business transaction in the
Corporate Governance Report.
(C) Board Disclosures – Risk management
The company shall lay down procedures to inform Board members about the risk assessment and
minimization procedures. These procedures shall be periodically reviewed to ensure that executive
management controls risk through means of a properly defined framework.
(D) Proceeds from public issues, rights issues, preferential issues etc.
When money is raised through an issue (public issues, rights issues, preferential issues etc.), it shall
disclose to the Audit Committee, the uses / applications of funds by major category (capital
expenditure, sales and marketing, working capital, etc), on a quarterly basis as a part of their
quarterly declaration of financial results. Further, on an annual basis, the company shall prepare a
statement of funds utilized for purposes other than those stated in the offer document/prospectus/
notice and place it before the audit committee. Such disclosure shall be made only till such time
that the full money raised through the issue has been fully spent. This statement shall be certified by
the statutory auditors of the company. The audit committee shall make appropriate recommenda-
tions to the Board to take up steps in this matter.
(E) Remuneration of Directors
(i) All pecuniary relationship or transactions of the non-executive directors vis-à-vis the company
shall be disclosed in the Annual Report.
(ii) Further the following disclosures on the remuneration of directors shall be made in the section
on the corporate governance of the Annual Report:
(a) All elements of remuneration package of individual directors summarized under major groups,
such as salary, benefits, bonuses, stock options, pension etc.
(b) Details of fixed component and performance linked incentives, along with the performance
criteria.
(c) Service contracts, notice period, severance fees.
(d) Stock option details, if any – and whether issued at a discount as well as the period over
(iii) The company shall publish its criteria of making payments to non-executive directors in its
annual report. Alternatively, this may be put up on the company’s website and reference drawn
thereto in the annual report.
(iv) The company shall disclose the number of shares and convertible instruments held by
non-executive directors in the annual report.
(v) Non-executive directors shall be required to disclose their shareholding (both own or held by /
for other persons on a beneficial basis) in the listed company in which they are proposed to be
appointed as directors, prior to their appointment. These details should be disclosed in the
(F) Management
(i) As part of the directors’ report or as an addition thereto, a Management Discussion and
Discussion & Analysis should include discussion on the following matters within the limits set by
the company’s competitive position:
i. Industry structure and developments.

ii. Opportunities and Threats.
iii. Segment–wise or product-wise performance.
iv. Outlook
v. Risks and concerns.
vi. Internal control systems and their adequacy.
vii. Discussion on financial performance with respect to operational performance.
viii. Material developments in Human Resources / Industrial Relations front, including number of
people employed.
(ii) Senior management shall make disclosures to the board relating to all material financial and
commercial transactions, where they have personal interest, that may have a potential
commercial dealings with bodies, which have shareholding of management and their relatives
etc.)
Explanation: For this purpose, the term “senior management” shall mean personnel of the
company who are members of its. core management team excluding the Board of Directors). This
would also include all members of management one level below the executive directors including
all functional heads.
(G) Shareholders
(i) In case of the appointment of a new director or re-appointment of a director the shareholders
must be provided with the following information:
(a) A brief resume of the director;
(b) Nature of his expertise in specific functional areas;
(c) Names of companies in which the person also holds the directorship and the membership
of Committees of the Board; and
(d) Shareholding of non-executive directors as stated in Clause 24 (IV) (E) (v) above
(ii) Quarterly results and presentations made by the company to analysts shall be put on company’s
web-site, or shall be sent in such a form so as to enable the stock exchange on which the
company is listed to put it on its own web-site.
(iii) A board committee under the chairmanship of a non-executive director shall be formed to
specifically look into the redressal of shareholder and investors complaints like transfer of shares,
non-receipt of balance sheet, non-receipt of declared dividends etc. This Committee shall be
designated as ‘Shareholders/Investors Grievance Committee’.
(iv) To expedite the process of share transfers, the Board of the company shall delegate the power
of share transfer to an officer or a committee or to the registrar and share transfer agents. The
delegated authority shall attend to share transfer formalities at least once in a fortnight.
and the CFO i.e. the whole-time Finance Director or any other person heading the finance function
(a) They have reviewed financial statements and the cash flow statement for the year and that to
the best of their knowledge and belief :
(i) these statements do not contain any materially untrue statement or omit any material fact
or contain statements that might be misleading;
(ii) these statements together present a true and fair view of the company’s affairs and are in
compliance with existing accounting standards, applicable laws and regulations.
(b) There are, to the best of their knowledge and belief, no transactions entered into by the
conduct.
(c) They accept responsibility for establishing and maintaining internal controls for financial
reporting and that they have evaluated the effectiveness of internal control systems of the
company pertaining to financial reporting and they have disclosed to the auditors and the
Audit Committee, deficiencies in the design or operation of such internal controls, if any, of
which they are aware and the steps they have taken or propose to take to rectify these
deficiencies.
(d) They have indicated to the auditors and the Audit committee
(i) significant changes in internal control over financial reporting during the year;
(ii) significant changes in accounting policies during the year and that the same have been
(iii) instances of significant fraud of which they have become aware and the involvement
company’s internal control system over financial reporting.
(i) There shall be a separate section on Corporate Governance in the Annual Reports of company,
with a detailed compliance report on Corporate Governance. Non-compliance of any mandatory
requirement of this clause with reasons thereof and the extent to which the non-mandatory
requirements have been adopted should be specifically highlighted. The suggested list of items to
be included in this report is given in Annexure- I C and list of non-mandatory requirements is given in
Annexure – I D.
(ii) The companies shall submit a quarterly compliance report to the stock exchanges within 15 days
from the close of quarter as per the format given in Annexure I B. The report shall be signed either by
the Compliance Officer or the Chief Executive Officer of the company
VII. Compliance
(1) The company shall obtain a certificate from either the auditors or practicing company secretaries
regarding compliance of conditions of corporate governance as stipulated in this clause and
annex the certificate with the directors’ report, which is sent annually to all the shareholders of the
company. The same certificate shall also be sent to the Stock Exchanges along with the annual
report filed by the company.
(2) The non-mandatory requirements given in Annexure – I D may be implemented as per the
discretion of the company. However, the disclosures of the compliance with mandatory require-
ments and adoption (and compliance) / non-adoption of the non-mandatory requirements shall
be made in the section on corporate governance of the Annual Report.
25. (1) The company agrees that it shall file the following information, statements and reports on the
Electronic Data Information Filing and Retrieval (EDIFAR) website maintained by National
Informatics Centre (NIC), on-line, in such manner and format and within such time as may be
specified by SEBI :
1. Full version of annual report including the balance sheet, profit and loss account, director’s
report and auditor’s report; cash flow statements; half yearly financial statements and
quarterly financial statements.
2. Corporate governance report.
3. Shareholding pattern statement.
4. Statement of action taken against the company by any regulatory agency.
5. Deposit agreement.
6. Such other statement, information or report as may be specified by SEBI from time to time in
this regard.
Provided that the requirement of this clause shall be in addition to and not in derogation from the
requirements of other clauses of this listing agreement, which may require filing of any statements,
reports and information in the physical or other form with the exchange.
(2) The company agrees that it shall appoint a compliance officer who shall be responsible for
filing the above information in the EDIFAR system. The compliance officer and the company
shall ensure the correctness and authenticity of the information filed in the system and that it is
in conformity with applicable laws and terms of the listing agreement.
(3) The company undertakes that while filing the information in the EDIFAR system, it shall make
the following disclaimer clause:
‘The information furnished above is certified by [company’s name] to be true, fair and
accurate (except in respect of errors in or omissions from documents filed electronically that
result solely from electronic transmission errors beyond our control and in respect of which we
take corrective action as soon as it is reasonably practicable after becoming aware of the
error or the omission). SEBI, the Stock Exchanges or the NIC do not take any responsibility for
the accuracy, validity, consistency and integrity of the data entered and updated by it.’
The name of the compliance officer with his designation and the company’s name shall be
displayed immediately below the disclaimer clause.
26. The issuer agrees that the underlying shares of IDRs should rank pari passu with the existing shares of
the same class and the fact of having different classes of shares based on different criteria, if any,
should be disclosed by the company in every offer document issued in India and in the annual
report.
27. The issuer shall comply with all the clauses in this agreement, so long as the same are not
inconsistent with the rules/regulations of the country of its origin.
28. The issuer agrees to forward, on a continuous basis, any information requested by the Exchange, in
the interest of investing public from time to time.
29. The issuer agrees that it shall comply, at all times, with the rules/regulations/laws of the country of
origin.
30. The issuer agrees to inform the Exchanges, of any action/investigations initiated by any regulatory/
statutory authority and the purpose for which it was initiated.
31. The issuer agrees that the competent Courts, Tribunals and regulatory authorities in India shall have
jurisdiction in the event of any dispute, either with the stock exchange or any investor, concerning
the IDRs offered and subscribed or bought in India.
32. All correspondence including the periodic reports with the Stock Exchanges and the IDR holders
shall be in English. All financial statements required to be disclosed on a continuous basis are to be
given in English
33. Annual Report
The Issuer agrees to send to its IDR holders a copy of the Annual Report within four months of the end
of the financial year. The annual report shall contain the Board’s report, Balance Sheet, Profit and
Loss Account, Cash Flow Statement and the auditor’s report thereon. The Issuer further agrees to
simultaneously file the same with the Exchange. The minimum amount of information that is to be
contained in the Board’s report is given in Schedule V.
34. (1) The issuer agrees either to comply with Indian GAAP (including all Accounting Standards issued
by the Institute of Chartered Accountants of India) or with the International Financial
Reporting Standards (IFRS) [including the International Accounting Standards (IAS)] or with US
GAAP in the preparation and disclosure of its financial results. The Accounting / Reporting
Standard followed for the quarterly results should be consistent with that of the Annual results.
(2) In case the issuer opts to prepare and disclose its financial results as per IFRS/US GAAP, it agrees
to also comply with clauses 35 and 36. In such case, the annual and quarterly financial results
shall be audited by a professional accountant or certified public accountant in accordance
with the International Standards on Auditing (ISA). The auditor’s report shall also be prepared in
accordance with the ISA.
(3) In case the issuer opts to prepare and disclose its financial results as per Indian GAAP, it agrees
to comply, as far as may be, with clauses 37 and 38 and with the provisions of the Companies
Act, 1956 relating to authentication and presentation of annual accounts as far as may be
practicable. In such case, the annual and quarterly financial results shall be audited by a
Chartered Accountant within the meaning of Chartered Accountants Act, 1949 who is not
disqualified in terms of section 226 of the Companies Act, 1956, in accordance with Indian
GAAP. The auditor’s report shall, as far as may be possible, be prepared in accordance with
section 227 of the Companies Act, 1956 and the Indian GAAP.
Provided that the annual and quarterly financial results shall in both cases be audited.
35. This clause shall apply where the issuer opts to prepare and disclose the annual financial results in
accordance with the IFRS/US GAAP and in such case, the issuer shall while complying with this
clause, comply also with the relevant standards of IFRS/US GAAP.
A. Annual Accounts
(1) Where the issuer has subsidiaries, it shall publish Consolidated Financial Statements, in the
annual report in addition to the individual financial statements. The Consolidated Financial
Statements shall also be audited by the statutory auditors of the issuer.
(2) The Annual Report shall contain ‘Related Party Disclosures’.
(3) The annual accounts shall also contain the following disclosures:
S.No In the accounts of Disclosures of amounts at the year end and the maximum
amount of loans/ advances/ investments outstanding
during the year.
1 Parent • Loans and advances in the nature of loans to subsidiaries

by name and amount.
• Loans and advances in the nature of loans to associates
by name and amount
(i) no repayment schedule or repayment beyond seven
years or
(ii) no interest or interest below section 372A of
Companies Act by name and amount.
• Loans and advances in the nature of loans to firms/
companies in which directors are interested by name and
amount
Subsidiary Same disclosures as applicable to the parent company

2
in the accounts of subsidiary company.
3 Parent Investments by the loanee in the shares of parent

company and subsidiary company, when the company
has made a loan or advance in the nature of loan.
(4) Issuers who change their name suggesting any new line of business (including software business)
shall disclose the turnover and income etc from such new activities separately in the annual
accounts for a period of three years from the date of change in name.
(5) The cash flow statement shall be a part of the Annual accounts as well as the Annual Report
B. Directors Report
The Issuer agrees to disclose in the Directors Report the name and address of each Stock Exchange
at which the issuer’s securities are listed and also confirm that Annual Listing Fee has been paid to
each of the exchange.
36. Quarterly Financial Results
This clause shall apply where the issuer opts to prepare and disclose the quarterly financial results in
accordance with the IFRS/US GAAP and in such case, the issuer shall while complying with this
clause, comply also with the relevant standards of IFRS/US GAAP.
A. General
(1) The Issuer agrees that it will furnish audited financial results on a quarterly basis within one
month from the end of quarter (3 months) to the Stock Exchange.
(2) The Board of Directors or its Sub Committee should take on record the unaudited quarterly
results which shall be signed by the Managing Director / Executive Director.
(3) The Issuer shall inform the Stock Exchange where its securities are listed about the date of the
board Meeting at least 7 days in advance and shall also issue immediately a press release in at
least one national newspaper and one regional language newspaper about the date of
(4) The Issuer shall make an announcement to the Stock Exchanges, where the Issuer is listed,
within 15 minutes of the closure of the Board Meeting or Meeting of a Sub-Committee of Board
of Directors (consisting of not less than one third of the Directors), in which the unaudited
financial results are placed.
(5) The Issuer shall within 48 hours of the conclusion of the Board or its Sub Committee Meeting
publish the unaudited financial results in at least one English daily newspaper circulating in the
whole or substantially the whole of India and in one newspaper published in the language of
the region, where the registered office of the Issuer is situated.
B. Preparation of the Financial Results
(1) The Issuer may publish consolidated financial results in addition to the standalone financial
results under this clause.
(2) Issuers who change their name suggesting any new line of business (including software
business) shall disclose the turnover and income etc. from such new activities separately in the
financial results for a period of three years from the date of change in name.
(3) In case there are changes in the accounting policies from those followed in the previous year,
the results of previous year will be recast as per the present accounting policies (IFRS/US GAAP),
to make it comparable with current year results.
(4) The issuer shall follow the applicable IFRS/US GAAP, including those on segment reporting.
(5) The issuer agrees that where it has not yet commenced its commercial production, it will make
additional quarterly disclosures regarding the balance of unutilised monies raised by issue and
the form in which such unutilised funds have been invested by the issuer.
(6) The unaudited results should not substantially differ from the audited results of the Issuer. If the
sum total of the First, Second, Third and Fourth quarterly results in respect of any item given in
the same pro-forma varies by 20 per cent when compared with the audited results for the full
year the Issuer shall explain the reasons to the Stock Exchanges and in the annual report.
37. The issuer will submit a cash flow statement along with the Balance Sheet and Profit and Loss
Account. The Cash Flow Statement will be prepared in accordance with the Accounting Standard
on Cash Flow Statement (AS-3) issued by the Institute of Chartered Accountants of India, and the
Cash Flow Statement shall be presented only under the Indirect Method as given in AS-3. The
statement shall be issued under the authority of the Board and shall be signed on behalf of the
Board of Directors in the manner provided in Schedule V
a. Consolidated Financial Statement:

• Companies shall be mandatorily required to publish Consolidated Financial Statements in the
annual report in addition to the individual financial statements.
• Audit of Consolidated Financial Statements by the statutory auditors of the company and the
filing of Consolidated Financial Statements audited by the statutory auditors of the company
with the stock exchanges shall be mandatory.
b. Related Party Disclosures :
• Companies shall be required to make disclosures in compliance with the Accounting

Standard on “Related Party Disclosures” in the annual reports.
The Issuer agrees to make the following disclosure in the Annual Report :
i) in case the shares are delisted, it shall disclose the fact of delisting, together with reasons
thereof in its Directors Report
ii) in case the securities are suspended from trading, the Directors Report should explain the
reason thereof
iii) the name and address of each stock exchange at which the issuer’s securities are listed and
also confirm that Annual Listing Fee has been paid to each of the exchange.
iv) The following disclosure requirements are prescribed for the listed companies in the annual
accounts of the company.
S.No In the accounts of Disclosures of amounts at the year end and the maximum
amount of loans/ advances/ investments outstanding
during the year.
1 Parent • Loans and advances in the nature of loans to subsidiaries

by name and amount.
• Loans and advances in the nature of loans to associates
by name and amount
(i) no repayment schedule or repayment beyond seven
years or
(ii) no interest or interest below section 372A of
Companies Act by name and amount.
• Loans and advances in the nature of loans to firms/
companies in which directors are interested by name and
amount
Subsidiary Same disclosures as applicable to the parent company

2
in the accounts of subsidiary company.
3 Parent Investments by the loanee in the shares of parent

company and subsidiary company, when the company
has made a loan or advance in the nature of loan.
Note: 1) For the purpose of the above disclosures the terms “parent” and “subsidiary” shall have the
(AS21) issued by ICAI.
2) For the purpose of the above disclosures the terms ‘Associate’ and ‘Related Party’ shall have
the same meaning as defined in the Accounting Standard on “Related Party Disclosures (AS
Issuers who change their name suggesting any new line of business (including software
business) shall disclose the turnover and income etc from such new activities separately in the
annual results.
38. Company agrees that it will furnish audited financial results on a quarterly basis in the following
pro-forma within one month from the end of quarter (Quarter means 3 months only) to the Stock
Exchange and will make an announcement to the stock exchanges, where the company is listed,
within 15 minutes of the closure of the Board Meeting or Meeting of a Sub-Committee of Board of
Directors (consisting of not less than one third of the Directors), in which the audited financial results
are placed and also within 48 hours of the conclusion of the Board or its sub committee Meeting in
at least one English daily newspaper circulating in the whole or substantially the whole of India. The
Board of Directors or its Sub Committee should take on record the audited quarterly results which
shall be signed by the Managing Director / Director. The company shall inform the Stock Exchange
where its securities are listed about the date of the board Meeting at least 7 days in advance and
shall also issue immediately a press release in at least one national newspaper about the date of
a. Segment Reporting
• Companies shall be required to furnish segment wise revenue, results and capital employed
along with the quarterly un-audited financial results as per the format given below.
Format for Reporting of Segment wise Revenue, Results and Capital Employed
(Rs in Lakhs)
ended 3 months in the figures date figures Account-
previous for current for the ing
year period previous year
year
1 2 3 4 5
1. Segment Revenue
(net sale/income
from each segment
should be disclosed
under this head)
a) Segment – A
b) Segment – B
c) Segment - C
d) Others
Total
Less: Inter Segment

Revenue
Net sales/Income
From Operations
2. Segment
Results (Profit)(+)/
Loss(-) before tax
and interest from
Each segment)*
a) Segment – A
b) Segment – B
c) Segment - C
d) Others
Total
Less : i) Interest**
ii) Other
Un-allocable
Expenditure net off
Un-allocable income
* Profit/loss before tax and after interest in case of segments having operations which are primarily
of financial nature.
** Other than the interest pertaining to the segments having operations which are primarily of
financial nature.
3. Capital Employed
(Segment assets
– Segment Liabilities)
a) Segment – A
b) Segment – B
c) Segment - C
d) Others
Total
Note :
a. Segment Revenue, Segment Results, Segment assets and Segment liabilities shall have the same
meaning as defined in the Accounting Standards on Segment Reporting (AS-17) issued by ICAI.
b. The above information shall be furnished for each of the reportable primary segments as
identified in accordance with AS-17, issued by ICAI.
c. Accounting for Taxes on Income:
• Companies shall be required to comply with the accounting standard on “Accounting for
Taxes on Income” in respect of the quarterly un-audited financial results
d. Consolidated Financial Results:
• Publication of consolidated annual financial results along with stand-alone annual financial
results shall be mandatory. The companies shall however continue to have the option to
publish consolidated financial results along with stand alone financial results on a quarterly/
half yearly basis.
e. Companies shall be required to publish alongwith quarterly audited financial results, the number
of investor complaints pending at the beginning of the quarter, received and disposed off
during the quarter and lying unresolved at the end of the quarter
The audited quarterly results prepared by the company shall be approved by the Board of
Directors.
Format for publication of Annual audited results

(Rs. in lakhs)
Particulars (1) (2) (3) (4) (5)
Figures Figures Figures for the Audited Audited
months last quarter of the for the year
quarter previous year
1. Net Sales/
Income from
Operations
2. Other Income
a. Increase/
decrease in
stock in trade
b. Consumption
of raw materials
c. Staff cost
d. Other
expenditure
(Any item
exceeding 10%
of the total
expenditure to
be shown
separately).
4. Interest
5. Depreciation
6. Profit (+)/Loss(-)
before tax (1+2-3-4-5)
8. Net Profit (+)/Loss (-)

(6-7)

capital (face value
of the share shall be
indicated)

(as per balance
sheet) of previous
accounting year
to be given in
column (5)

for the period, for the
year to date and for
the previous year
12. (Applicable for half

yearly financial
results)aggregate of
non promoting
shareholding
- no. of shares
- percentage of
shareholding
Companies which have changed their name suggesting any new line of business (including software
business) shall disclose the turnover and income etc from such new activities separately in the quarterly/
annual results.
Companies which change their names hereafter shall make such disclosures and shall continue to make
these disclosures for a period of 3 years from the date of change in the name.
The quarterly results shall be prepared on the basis of accrual accounting policy and on uniform
accounting practices for all the periods. The audited results should be based on the same set of
accounting policies as those followed in the previous year. In case, there are changes in the accounting
policies, the results of previous year will be recast as per the present accounting policies, to make it
comparable with current year results.
The pro-forma for submitting the results for companies is given below:
Quarterly Results For Period ______ To_________ (Rs. In Lakhs)
3 Corresponding Year to date Year to date Previous
months 3 months in the figures for date figures Accounting
ended previous current for the previ- year
year period ous year
1 2 3 4 5
1. Net Sales/Income from
Operations
2. Other Income
a. Increase/decrease in
stock in trade
b. Consumption of raw
materials
c. Staff cost
d. Other expenditure
(Any item exceeding 10%
of the total expenditure
to be shown separately).
4. Interest
5. Depreciation
6. Profit (+)/Loss(-) before tax

(1+2-3-4-5)
8. Net Profit (+)/Loss (-) (6-7)

(face value of the share shall
be indicated)

revaluation reserves (as per
balance sheet) of previous
accounting year to be given
in column (5)

period, for the year to date
and for the previous year (not
to be annualised)
12. (Applicable for half yearly

financial results)aggregate of
non promoting shareholding
- no. of shares
- percentage of shareholding
Companies which have changed their name suggesting any new line of business (including software
business) shall disclose the turnover and income etc from such new activities separately in the quarterly/
annual results.
Companies which change their names hereafter shall make such disclosures and shall continue to make
these disclosures for a period of 3 years from the date of change in the name.
The quarterly results shall be prepared on the basis of accrual accounting policy and on uniform
accounting practices for all the periods. The audited results should be based on the same set of
accounting policies as those followed in the previous year. In case, there are changes in the accounting
policies, the results of previous year will be recast as per the present accounting policies, to make it
comparable with current year results.
The pro-forma for submitting the results for companies is given below:
Quarterly Results For Period ______ To_________ (Rs. In Lakhs)
(1) (2) (3) (4) (5)
ended previous current for the previ- year
year period ous year
1. Net Sales/Income
from Operations
2. Other Income
a) Increase/decrease in
stock in Trade
materials
c) Staff cost
of the total expenditure to
be shown separately).
4. Interest
5. Depreciation
6. Profit (+)/Loss(-) before
tax (1+2-3-4-5)
8. Net Profit (+)/Loss (-) (6-7)
capital
(Face Value of the Share
shall be indicated)
(as per balance sheet) of
previous accounting year
11. Basic and diluted EPS for
date and for the previous
year (not to be annualised)
12. *(Applicable for half yearly

financial results) :
Aggregate of non-
promoter shareholding
- Number of shares
- Percentage of shareholding
* The companies shall be required to disclose the aggregate non-promoter shareholding along with
the half yearly financial results. Companies shall also be required to disclose the aggregate
non-promoter shareholding at the end of the corresponding half year in the previous year and at
the end of the previous accounting year.
Notes :
a. Any event or transaction that is material to an understanding of the results for the quarter including
completion of expansion and diversification programes, strikes, lock-outs, change in management,
subsequent to the end of the quarter, the effect whereof is not reflected in the results for the
quarter shall also be disclosed.
b. All material non-recurring/abnormal income/gain and expenditure/loss and effect of all changes
c. In case of companies whose revenues are subject to material seasonal variations, they shall
disclose the seasonal nature of their activities and may also supplement their audited financial
results into information for 12 month periods ended at the interim date (last day of the quarter) for
the current and preceding years on a rolling basis.
d. Company shall give the following information in respect of dividend paid or recommended for the
allotment, number of shares allotted pro-rata amount of dividend per share and the
e. The effect of changes in composition of the company during the quarter, including business
f. (i) If there is/are any qualification(s) by the Auditors in respect of Audited Accounts of any period,
(ii) While publishing audited quarterly results, the company shall disclose how the qualification(s),
have been addressed in the audited quarterly results and if the same is not addressed, then
the impact that the qualification(s) would have had on the profit or loss in the audited
(iii) The company, while furnishing the audited financial results to the exchange, shall also explain
to the exchange about the reasons for the qualification(s) referred under (i) and (ii) above,
why the company had failed to publish accounts without such audit qualification(s) and when
the company will remove the qualification(s) and publish accounts without such
qualification(s).”
g. If the company is yet to commence commercial production, then instead of the quarterly results,
h. The audited results sent to Stock Exchange/s and published in newspapers should be based on the
same set of accounting policies as those followed in the previous year. In case, there are changes
If the period of the Financial Year is more than 12 months and not exceeding 15 months there will
be 5 Quarters and is more than 15 months but not exceeding 18 months there will be 6 Quarters
and the financial results will be intimated to the Exchange and published in the Newspapers
accordingly
Alternative format for audited financial results:
The manufacturing and trading/service companies which have followed functional (secondary)
classification of expenditure in the annual profit and loss account in their most recent annual
report may furnish audited financial results on a quarterly basis in the alternative format. The
proforma for submitting the results for companies in the alternative format is given below:
Quarterly Results For the Period ______ To ______

(Alternative format of financial results for manufacturing and trading/service companies, which
have followed functional (secondary) classification of expenditure in the annual profit and loss
account published in most recent annual report).
(Rs. In Lakhs)
Sr. ended previous current for the previ- year
No. year period ous year
1 2 3 4 5
1 Net Income from sales/services
2 Cost of sales/services
(a) Increase/decrease in stock
in trade
(b) Consumption of raw
materials
(c) Other expenditure
3 Gross Profit
Expenses

Expenses

7 Interest
8 Depreciation

10 Other Income
11 Profit (+)/Loss(-) before tax
13 Net Profit(+)/Loss(-)
14 Paid-up equity share

capital
15 Reserves excluding
revaluation reserves (as per
balance sheet) of previous
accounting year to be
given in column (5)
16 Basic and diluted EPS for

date and for previous year
17 Aggregate of non
promoters shareholding
(applicable for half yearly
results)
• Percentage of
shareholding
Notes :
a. Indicate by way of note total expenditure incurred on
(i) Staff Cost
(ii) Any item of expenditure which exceeds 10% of the total expenditure.
b. Any event or transaction that is material to an understanding of the results for the quarter including
completion of expansion and diversification programmes, strikes, lock-outs, change in
management, change in capital structure etc, shall be disclosed. Similar material event or
transactions subsequent to the end of the quarter, the effect whereof is not reflected in the results
for the quarter shall also be disclosed.
c. All material non-recurring/abnormal income/gain and expenditure/loss and effect of all changes in
accounting practices affecting the profits materially must be disclosed separately.
d. In case of companies whose revenues are subject to material seasonal variations, they shall disclose
the seasonal nature of their activities and may also supplement their audited financial results with
information for 12 month periods ended at the interim date (last day of the quarter) for the current
and preceding years on a rolling basis.
e. Company shall give the following information in respect of dividend paid or recommended for the
i. Amount of Dividend distributed or proposed distinguishing between different classes of shares

ii. Where Dividend is paid or proposed pro-rata for shares allotted during the year, the date of
f. The effect of changes in composition of the company during the quarter, including business
g. (i) If there is/are any qualification(s) by the Auditors in respect of Audited Accounts of any period,
(ii) While publishing audited quarterly results, the company shall disclose how the qualification(s),
have been addressed in the audited quarterly results and if the same is not addressed, then the
impact that the qualification(s) would have had on the profit or loss in the audited quarterly
results shall be disclosed.
(iii) The company, while furnishing the audited or audited financial results to the exchange, shall
also explain to the exchange about the reasons for the qualification(s) referred under (i) and (ii)
above, why the company had failed to publish accounts without such audit qualification(s)
and when the company will remove the qualification(s) and publish accounts without such
qualification(s).”
h. If the company is yet to commence commercial production, then instead of the quarterly results,
i. The audited results sent to Stock Exchange/s and published in newspapers should be based on the
j. If the period of the Financial Year is more than 12 months and not exceeding 15 months there will be
5 Quarters and is more than 15 months but not exceeding 18 months there will be 6 Quarters and the
financial results will be intimated to the Exchange and published in the News papers accordingly.
Qualifications in Audit Reports:
Companies shall be required to disclose the audit qualifications along with the audited financial
results published under the Listing Agreement in addition to the explanatory statement as to how
audit qualifications in respect of the audited accounts of the previous accounting year have been
addressed in the financial results.
39. Equivalent Information

The issuer agrees to disclose to the exchange, any information which is disclosed to any other
overseas stock exchange or made public in any other overseas securities market, on which its
securities may be listed or quoted, simultaneously with such disclosure or publication, or as soon
thereafter as may be reasonably practicable.
AND THE ISSUER HEREBY FURTHER AGREES AND DECLARES THAT any of its IDRs listed on the stock
exchange shall remain on the list entirely at the pleasure of the stock exchange AND THAT nothing
herein contained shall restrict or be deemed to restrict the right of the stock exchange to suspend or
remove from the list the said IDRs at any time and for any reason which the stock exchange consid-
ers proper in its absolute discretion, subject however to the applicable legal requirements in that
regard. If the Issuer fails to comply with the provisions of the listing agreement or relevant Acts or
provisions prescribed by the Statutory and Regulatory Bodies, the stock exchange has the right,
without prejudice to the power of the Securities and Exchange Board of India to take appropriate
action under the Securities Contracts (Regulation) Act, 1956, to take suitable action as it deems fit
including levy of fines/penalties, suspension of security for dealings and delistings.
IN WITNESS WHEREOF the Issuer has caused these presents to be executed and its Common Seal to
be hereunto affixed as of the day and year first above written.
The common seal of ................................................................................................

......................................................................................................................................
was hereunto affixed pursuant to a resolution passed at a meeting
Signature of the Board of Directors of the company held on ...................day of
........................, ........in the presence of * ................................................ Signature
.................................................................................................
(Name & Designation)
As required in the Articles of Association of the Company
ANNEXURES TO CLAUSE 24
Annexure I A

6. Show cause, demand, prosecution notices and penalty notices which are materially important
7. Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems.
8. Any material default in financial obligations to and by the company, or substantial non-payment
for goods sold by the company.
9. Any issue, which involves possible public or product liability claims of substantial nature, including
any judgement or order which, may have passed strictures on the conduct of the company or
taken an adverse view regarding another enterprise that can have negative implications on the
company.
11. Transactions that involve substantial payment towards goodwill, brand equity, or intellectual prop-
erty.
12. Significant labour problems and their proposed solutions. Any significant development in Human
Resources/ Industrial Relations front like signing of wage agreement, implementation of Voluntary
Retirement Scheme etc.
13. Sale of material nature, of investments, subsidiaries, assets, which is not in normal course of business.
14. Quarterly details of foreign exchange exposures and the steps taken by management to limit the
risks of adverse exchange rate movement, if material.
15. Non-compliance of any regulatory, statutory or listing requirements and IDR holders service such as
non-payment of dividend, delay in demat credit etc.
Annexure I B
Name of the Company:
Quarter ending on:
Particulars Clause of Listing Compliance Status Remarks

agreement Yes/No
(A) Composition of Board 24(IA)
(B) Non-executive Directors’ 24 (IB)
compensation & disclosures
(C) Other provisions as to Board and 24 (IC)
Committees

(A) Qualified & Independent Audit 24 (IIA)
Committee

(B) Disclosure of Accounting Treatment 24 (IV B)
(C) Board Disclosures – Risk management 24 (IV C)
(D) Proceeds from public issues, rights 24 (IV D)
issues, preferential issues etc.
(E) Remuneration of Directors 24 (IV E)
(F) Management 24 (IV F)
(G) Shareholders 24 (IV G)
Note :
1) The details under each head shall be provided to incorporate all the information required as per the
provisions of the Clause 24 of the Listing Agreement.
2) In the column No.3, compliance or non-compliance may be indicated by Yes/No/N.A.. For example,
if the Board has been composed in accordance with the Clause 24 I of the Listing Agreement, “Yes”
may be indicated. Similarly, in case the company has no related party transactions, the words
“N.A.” may be indicated against 24 (IV A).
3) In the remarks column, reasons for non-compliance may be indicated, for example, in case of
requirement related to circulation of information to the IDR holders, which would be done only in
the AGM/EGM, it might be indicated in the “Remarks” column as – “will be complied with at the
AGM”. Similarly, in respect of matters which can be complied with only where the situation arises, for
example, “Report on Corporate Governance” is to be a part of Annual Report only, the words “will
be complied in the next Annual Report” may be indicated.
Annexure I C
Companies
i. Composition and category of directors, for example, promoter, executive, non- executive,
equity investor.
3. Audit Committee:
5. General Body meetings:

ii. Whether any special resolutions passed in the previous 3 AGMs (if applicable)
iii. Whether any special resolution passed last year through postal ballot (if applicable) – details of
voting pattern
iv. Person who conducted the postal ballot exercise (if applicable)
v. Whether any special resolution is proposed to be conducted through postal ballot (if
applicable)
vi. Procedure for postal ballot (if applicable)
6. Disclosures:
Stock Exchange or SEBI or any statutory authority in any country, on any matter related to
capital markets, during the last three years.
committee.
v. The presentations made to institutional investors or to the analysts.

i. Location
ii. Financial year
vi. Stock Code
vii. Market Price Data : High., Low during each month in last financial year
viii.Performance in comparison to broad-based indices such as BSE SeSEx, CRISIL index etc.
xiii.Outstanding GDRs/ADRs/Warrants or any Convertible instruments, conversion date and likely
impact on equity
Annexure I D
(1) The Board


payment.
remuneration packages of the executive directors may comprise of at least three directors, all
of whom should be non-executive directors, the Chairman of committee being an independent
director.

last six-months, may be sent to each household of IDR holders.



The performance evaluation of non-executive directors could be done by a peer group
comprising the entire Board of Directors, excluding the director being evaluated; and Peer Group
evaluation could be the mechanism to determine whether to extend / continue the terms of
appointment of non-executive directors.

about unethical behaviour, actual or suspected fraud or violation of the company’s code of
conduct or ethics policy. This mechanism could also provide for adequate safeguards against
mechanism may be appropriately communicated within the organization.
SCHEDULE I
Issuer’s listed IDRs
Kind of Security Numbers Nominal Value Paid-up Value Total Nominal Total Paid-up
Issued Per IDR Rs. Per IDR Rs. Value Rs. Value
Rs.
SCHEDULE II
LISTING FEES
To be specified by Stock exchanges
SCHEDULES III & IV
To be specified by the Stock Exchanges
SCHEDULE V
Minimum amount of information to be present in the Board’s report
(1) There shall be attached to every balance sheet laid before a company in general meeting,
a report by its Board of directors, with respect to -
(a) the state of the company’s affairs;
(b) the amounts, if any, which it proposes to carry to any reserves in such balance sheet;
(c) the amount, if any, which it recommends should be paid by way of dividend;
(d) material changes and commitments, if any, affecting the financial position of the company
which have occurred between the end of the financial year of the company to which the
balance sheet relates and the date of the report;
(e) the conservation of energy, technology absorption, foreign exchange earnings and outgo, in
such manner as may be prescribed.
(2) The Board’s report shall, so far as is material for the appreciation of the state of the company’s
affairs by its members and will not in the Board’s opinion be harmful to the business of the company
or of any of its subsidiaries, deal with any changes which have occurred during the financial year -
(a) in the nature of the company’s business;
(b) in the company’s subsidiaries or in the nature of the business carried on by them; and
(c) generally in the classes of business in which the company has an interest.
(2A) (a) The Board’s report shall also include a statement showing the name of every employee of the
company who -
(i) if employed throughout the financial year, was in receipt of remuneration for that year
which, in the aggregate, was not less than such sum as may be prescribed; or
(ii) if employed for a part of the financial year, was in receipt of remuneration for any part of
that year, at a rate which, in the aggregate, was not less than such sum per month as
may be prescribed; or
(iii) if employed throughout the financial year or part thereof, was in receipt of remuneration
in that year which, in the aggregate, or as the case may be, at a rate which, in the
aggregate, is in excess of that drawn by the managing director or whole-time director or
manager and holds by himself or along with his spouse and dependent children, not less
than two per cent, of the equity shares of the company.
(b) The statement referred to in clause (a) shall also indicate, -
(i) whether any such employee is a relative of any director or manager of the company
and if so, the name of such director, and
(ii) such other particulars as may be prescribed.
(3) The Board shall also be bound to give the fullest information and explanations in its report aforesaid,
in an addendum to that report, on every reservation, qualification or adverse remark contained in
the auditors’ report.
(4) The Board’s report and any addendum thereto shall be signed by its chairman if he is authorised in
that behalf by the Board; and where he is not so authorised, shall be signed by such number of
directors as are required to sign the balance sheet and the profit and loss account of the
company. The Board’s report shall form part of the Annual report sent to shareholders and to the
Exchange
APPENDIX C TO REGULATION 2
(Regulation 2.2)
Letter of Application
(By Companies not Listed on the Exchange)
From: Date :
To,
The Secretary,
Dear Sir,
In conformity with the listing requirements of the Stock Exchange, we hereby apply for admission of
the following securities1 of the Company to dealings on the Exchange:
(1) _____________________
(2) _____________________
(3) _____________________
(4) _____________________
** The securities mentioned at ( ) above are proposed to be issued by Prospectus/Offer for Sale
Circular (conversion, exchange, rights, open offer, capitalisation of reserve(s)/Placing, full particulars
of which are given in the statement herewith (together with the reasons for the procedure proposed
when a Placing is intended).
It is intended to make an Offer for Sale/ a Placing of the securities mentioned at ( ) above which
have been already issued. We enclose a statement giving full particulars of when, how and to
whom the securities were issued and full details of the proposed Offer for Sale/ Placing (together
with the reasons for the procedure proposed when a Placing is intended).
send herewith
We ——————————— the Listing Application and Agreement Forms and the
undertake to send +
Distribution
Schedules, duly completed. We also forward the documents (or drafts thereof) as per list attached and
undertake to furnish such additional information and documents as may be required.
@”We undertake to be bound by all requirements, terms and provisions and condition relating to
payment of security deposit as contained in the Rules, Bye-laws and Regulations of your Exchange”.
Yours faithfully,
________________________________
(Signature of Managing Director)
1
Please enumerate separately shares which are not identical in all respects.
1
Shares are identical in all respects only if –
(i) they are of the same nominal value and the same rate and for the same period, so that at the next
ensuing distribution the dividend payable on each share will amount to exactly the same sum net
and gross; and
(ii) they are entitled to dividend at the same rate and for the same period, so that at the next ensuing
distribution the dividend payable on each share will amount to exactly the same sum net and
gross; and
(iii) they carry the same rights in all other respects.
** Applicable only when securities for which application for admission to dealings is made are
proposed to be issued or having already been issued it is intended to make a placing or an offer
for sale. Please strike out where not applicable.
+ Applicable to new companies only. Please strike out where not applicable.
APPENDIX D TO REGULATION 2
(Regulation 2.3)
Letter of Application
(By Listed Companies for New Original or Further Issues)
From : Date :
To,
The Secretary,
Dear Sir,
In conformity with the listing requirements of the Stock Exchange, we hereby apply for admission of
the following securities1 of the Company to dealings on the Exchange:
(1) _____________________
(2) _____________________
(3) _____________________
(4) _____________________
are are
The securities ———— are identical in all respects and ———— identical in all respects
are not are not
with existing securities admitted to dealings on the Exchange.
The securities will become identical with the existing securities admitted to dealings on the Exchange in
all respects on _________ and the documents of title will be enfaced with a note to this effect.
+ The securities mentioned at ( ) above are proposed to be issued by Prospectus/Offer for Sale
Circular (conversion, exchange, rights, open offer, capitalisation of reserves)/Placing, full particulars
of which are given in the statement sent herewith (together with the reasons for the procedure
proposed when a Placing is intended).
+ It is intended to make an Offer for Sale/a Placing of the securities mentioned at ( )above which
have been already issued. We enclose a statement giving full particulars of when, how and to
whom the securities were issued and full details of the proposed Offer for Sale/ Placing (together
with the reasons for the procedure proposed when a Placing is intended).
send herewith
We ————————— the Listing Application and the Distribution Schedules, duly
undertake to send +
completed.
We also forward the documents (or drafts thereof) as per list attached and undertake to furnish
such additional information and documents as may be required.
We further undertake to submit to the Exchange a copy of the Acknowledgement Card or letter
indicating the observations on draft prospectus/ letter of offer. Offer document by SEBI; and a
certificate from a Merchant Banker acting as a lead manager to the issue reporting positive
compliance by our company of the requirements on disclosure and investor protection issued by
SEBI.
We understand that in the event of our failure to submit the above documents or withdrawal of
Acknowledgement Card by SEBI, we shall be liable to refund the subscription money to the
investors immediately.
@”We undertake to be bound by all requirements, terms and provisions and condition including
condition relating to payment of security deposit as contained in the Rules, Bye-laws and Regulations
of your exchange.
Yours faithfully,
________________________________
(Signature of Managing Director)
1
Please enumerate separately shares which are not identical in all respects.
Shares are identical in all respects only if -
(i) they are of the same nominal value and the same rate and for the same period, so that at the next
ensuing distribution the dividend payable on each share will amount to exactly the same sum net
and gross; and
(ii) they are entitled to dividend at the same rate and for the same period, so that at the next ensuing
distribution the dividend payable on each share will amount to exactly the same sum net and
gross; and
(iii) they carry the same rights in all other respects.
** Applicable only when securities for which application for admission to dealings is made
are proposed to be issued or having already been issued it is intended to make a placing or an
offer for sale. Please strike out where not applicable.
+ Applicable to new companies only. Please strike out where not applicable.
1
APPENDIX E TO REGULATION 2
(Regulation 2.2)
Form of Listing Application

1. Name of Company
2. Act under which the Company is incorporated
3. Date of Incorporation
4. Place of Incorporation
5. Whether Incorporated as a Private or Public Company
6. If Incorporated as a Private Company, date of conversion
into a Public Company
7. Address of Registered Office
8. Address of principal place of business
KIND OF SECURITY
Equity
9. Authorised Share Capital
a) Total Amount ... Rs.

b) Unclassified-Amount ... Rs.
c) Classified ... Rs.
i. Number of shares
ii. Nominal value per share ... Rs.
iii. Total nominal value ... Rs.
iv. Distinctive numbers ...
10. Issued Share Capital

i. Number of shares ...
iii. Total nominal value ... Rs.
iv. Distinctive numbers ...
11. Subscribed and Paid Up Share Capital

i. Number of shares subscribed ...
ii Nominal value per share ... Rs.
iii. Amount paid up per share ... Rs.
iv. Total nominal value ... Rs.
v. Total paid up value ... Rs.
vi. Amount of calls in arrears ... Rs.
vii. Amount paid up on forfeited share ... Rs.
viii. Distinctive numbers ...
KIND OF SECURITY
Equity
12. Shares Issued for Consideration Other

than Cash (in whole or in part)
i. Number of shares issued ...
ii. Amount paid up per share
otherwise than in cash ... Rs.
iii. Nominal value per share ... Rs.
iv. Present paid up value per Share ... Rs.
v. Total nominal value ... Rs.
vi. Distinctive numbers ...
13. Shares Issued at a Premium or Discount

i. Number of shares issued
ii. Premium or discount per
share when issued ... Rs.
iii. Total amount of premium of
discount ... Rs.
iv. Nominal value per share ... Rs.
v. Paid up value per share ... Rs.
vi. Total nominal value ... Rs.
vii. Total paid up value ... Rs.
viii. Distinctive numbers
14. Shares Issued in Pursuance of an Option

i. Number of shares issued ...
iii. Paid up value per share ... Rs.
v. Total paid up value ... Rs.
15. Forfeited Shares

i. Number of shares forfeited ...
iii. Amount called up per share ... Rs.
v. Total amount paid up ... Rs.
16. Shares Under Option

(i) Number of shares under option ...
(ii) Nominal value per share ... Rs.
(iii) Total nominal value ... Rs.
(iv) Terms of option
KIND OF SECURITY
Equity
17. Debentures
(i) Total amount authorised ... Rs.
(ii) Amount issued ... Rs.
(iii) Amount redeemed or converted ... Rs.
(iv) Amount outstanding ... Rs.
(v) Unit ...
(vi) Rate of Interest per cent ...
(vii) Interest due date ...
(viii) Date of redemption ...
(ix) Distinctive numbers ...
18. Debentures Issued for Consideration

other than Cash (in whole or in part)
(i) Amount issued Rs.
(ii) Amount paid otherwise than in cash Rs.
(iii) Amount outstanding Rs.
(iv) Distinctive Numbers
19. Debentures Issued at a Premium or Discount

(i) Amount Issued Rs.
(ii) Amount of premium or discount Rs.
(iii) Amount outstanding Rs.
(iv) Distinctive numbers
20. Securities in respect of which Listing

Application is made
a) Shares
(i) Number of shares ...
(ii) Nominal value per share ... Rs.
(iii) Paid up value per share ... Rs.
(iv) Total nominal value ... Rs.
(v) Total paid up value ... Rs.
(vi) Distinctive numbers ...
b) Debentures
(i) Amount ... Rs.
(ii) Unit ... Rs.
(iii) Rate of interest percent ...
(iv) iv)Interest due date ...
(v) Date of redemption ...
(vi) Distinctive numbers ...
KIND OF SECURITY
Equity
21. Initial Issue of Capital

a) State whether Prospectus or Statement in
lieu of Prospectus filed with the Registrar
b) Issue Price
c) Shares offered by the Company for public subscription :
(i) Number of shares offered
(ii) Dates from and upto which list kept
open for public subscription
Number of shares applied for by -
A) public other than directors and underwriters or
their nominees
B) directors
C) Underwriters and their nominees
(iii) Number of shares allotted to -
A) public other than directors and underwriters or
their nominees
B) directors
C) underwriters and their nominees
Largest number of shares applied for
and allotted to any applicant
(iv) Basis of allotment
d) Share not offered by the Company for public subscription :
(i) Number of shares
(ii) Number of shares reserved for and allotted to directors
(iii) Number of shares reserved for and allotted to friends
of directors
(iv) Placing – Number
A) retained by Company’s underwriters and official
brokers
B) placed with clients of Company’s underwriters and
official brokers
C) placed with market
(v) Number of shares allotted with a
view to offer for sale
(vi) Number of shares otherwise allotted
(vii) Particulars of any commission,
brokerage, discount or other
special terms granted to any
person in connection with the issue
KIND OF SECURITY
Equity
22. Further Issue of Capital - Bonus Shares

a. Date of Issue
b. Number of shares
c. Proportion in which bonus issue
allotted to shareholders
23. Further Issue of Capital - Right Shares

a. Date of Issue
b. Number of shares
c. Issue price
d. Proportion in which right shares
offered against existing shares
e. Number of right shares allotted to
shareholders of their nominees
24. Further Issue of Capital - Right Shares not

applied for by or New issue not Offered
to Shareholders
a. State whether Prospectus or
Statement in lieu of prospectus filed
with the Registrar
b. Issue Price
c. Shares offered by the Company for public subscription
(ii) Dates from and upto which list
kept open for public subscription
(iii) Number of shares applied by -
(A) public other than directors
and underwriters or their nominees
(B) directors
(C)underwriters and their nominees
(iv) Number of shares allotted to -
(A) public other than directors and underwriters
or their nominees
(B) directors
(C)underwriters and their nominees
(v) Largest number of shares applied for and allotted
to any applicant
(vi) Basis of allotment
KIND OF SECURITY
Equity
d) Shares not offered by the Company

for subscription :
(i) Number of shares not offered
(ii) Placing – Number
(A) retained by Company’s underwriters and official
brokers
(B) placed with clients of Company’s underwriters
and official brokers
(C)placed with market
(iii) Allotted with a view to offer for sale
(iv) Otherwise allotted
e) Particulars of any commission, brokerage, discount
or other terms granted to any person in connection
with the issue
f) Reasons for not issuing new shares to Shareholders
25. Offer for Sale of Shares Otherwise than by the Company

a) State whether Prospectus or
Statement in lieu of Prospectus filed
with the Registrar
b) Price at which shares offered for Sale
c) Shares offered for sale to the public:
(ii) Dates from and upto which list
kept open for public subscription
(iii) Number of shares applied for by -
(A) public other than directors
and underwriters or their
nominees
(B) directors
(C) underwriters and their nominees
(iv) Largest number of shares applied
for and allotted to any applicant
(v) Basis of allocation
(d) Shares not offered by the Company
for public subscription:
(i) Number of shares not offered
(ii) Number allocated to directors
(iii) Placing – Number
KIND OF SECURITY
Equity
(A) retained by Company’s

underwriters and official
brokers
(B) placed with clients of
Company’s underwriters
(C) placed with market
(e) Particulars of any commission,
brokerage, discount or other special
terms granted to any persons in
connection with the issue
(f) When shares offered at a premium
which has not accrued to the
Company state -
(i) reasons therefor
(ii) to whom the premium has accrued
(iii) amount of such premium Rs.
Kind of security
Equity
Rate
Amt. Total Amt. Total
Rate per Per share Amt. Per-cent Amt.
Record of Dividends and Cash

Bonus (if any) for the last ten
years :
a) 19 Interim
Final
Total
b) 19 Interim
Final
Total
c) 19 Interim
Final
Total
d) 19 Interim
Final
Total
e) 19 Interim
Final
Total
f) 19 Interim
Final
Total
g) 19 Interim
Final
Total
h) 19 Interim
Final
Total
i) 19 Interim
Final
Total
j) 19‘ Interim
Final
Total
27. Particulars of dividends or interest in arrears, if any
28. Brief details of any reorganisation, reconstruction, reduction or

changes in share capital since the incorporation of the Company.
29. Statement of any other circumstances arising from the

application which should be disclosed to the Stock Exchange.
30. Do the Articles of Association of the Company contain

provisions to the following effect:
a) Lien on fully paid shares on any account whatsoever

b) Lien on partly paid shares on any account whatsoever
except in respect of moneys called or payable at a fixed
time on such shares
c) Restriction on transfer of shares when the transfer is either
alone or jointly with any other person or persons indebted
to the company on any account whatsoever.
If so, is the Company prepared to delete these provisions by

Amending its Articles of Association at the time of the next
Meeting?
31. Denomination in which Certificates have been issued

a) Ordinary shares
b)
c)
d)
32. Transfer and registration fees:

a) Ordinary shares
b)
c)
d)
33. Fees charged for -

a) sub-division of share certificates
b) consolidation of share certificates
c) renewal of share certificates
34. Does the Company issue -

a) Transfer Receipts
b) Split Receipts
c) Consolidation Receipts
35. Does the Company certify transfers?
36. Within what time are share and debenture certificates

normally ready for delivery after the date of lodgment for -
a) transfer
b) sub-division
c) consolidation
37. a) Have any shares of the Company been listed on any

other Stock Exchange at any time? If so, give particulars.
b) Is any application for listing the shares of the Company
on any other Stock Exchange now pending or
contemplated? If so, give particulars.
c) Has the listing of any shares of the Company been
refused or deferred at any time on any other Stock
Exchange? If so, give particulars.
38. Date of closing of financial year
39. Month in which Annual General Meeting is usually held.
40. Address of office where share transfers are accepted for

registration.
Date ____________________ 19
______________________________
Signature of Managing Director
APPENDIX F TO REGULATION 2
(Regulation 2.3)
Listing Application
(By Listed Companies for New Issues)
1. Name of Company
2. New Issue of Capital - Bonus Shares
a) Date of Issue
b) Number of shares
c) Proportion in which bonus issue allotted to shareholders
3. New Issue of Capital - Right Shares
a) Date of Issue
b) Number of shares
c) Issue price
d) Proportion in which right shares offered against existing
shares
e) Number of right shares allotted to shareholders or their
nominees
4. New Issue of Capital Additional Shares
a) Number of additional shares applied for by shareholders
over and above Entitled Shares
b) Number of additional shares allotted to shareholders
c) Basis of allotment
5. New Issue of Capital - Right Shares not applied for by or New
issue not Offered to Shareholders
a) State whether Prospectus or Statement in lieu
of prospectus filed with the Registrar
b) Issue Price
c) Shares offered by the Company for public subscription
i. Number of shares offered
ii. Dates from and upto which list kept open for public
subscription
iii. Number of shares applied for by -
A) public other than directors and
underwriters or their nominees
B) directors
iv. Number of shares allotted to -
B) directors
v. Largest number of shares applied for and allotted to
any applicant
vi. Basis of allotment for public subscription
d) Shares not offered by the Company for public subscription :
i. Number of shares not offered
ii. Placing - Number
A) retained by Company’s underwriters

B) placed with clients of Company’s
underwriters and official brokers
Allotted with a view to offer for sale
Otherwise allotted
e) Particulars of any commission, brokerage, discount or
other special terms granted to any persons in
f) Reasons for not issuing new shares to shareholders
6. Offer for Sale of Shares Otherwise than by the Company

a) State whether Prospectus or Statement in lieu of
Prospectus filed with the Registrar
b) Price at which shares offered for sale
c) Shares offered for sale to the public:
i. Number of shares offered
ii. Dates from and upto which list kept open
for public subscription
iii. Number of shares applied for by -
B) directors
iv. Number of shares allotted to -
B) directors
v. Largest number of shares applied for and

allocated to any applicant
vi. Basis of allocation
d) Shares not offered by the Company for public
subscription:
i. Number of shares not offered
ii. Number allocated to directors
iii. Placing - Number
A) retained by Company’s underwriters
B) placed with clients of offerer’s
underwriters and official brokers
e) Particulars of any commission, brokerage, discount or

other special terms granted to any person in
f) When shares offered at a premium which has not
accrued to the Company state -
i. reasons therefor
ii. to whom the premium has accrued
iii. amount of such premium ... Rs.
7. Registration of Transfers
Date on and from which Company’s Transfer Books are or
will open for registering transfers of new shares
Date ____________________ 19
______________________________
Signature of Managing Director
APPENDIX G TO REGULATION 2
(Regulation 2.4(i))
Listing of Supporting Documents to be Filed with the Listing Application

1. Three certified copies of

a) Memorandum and Articles of Association
b) Debenture Trust Deed
2. Copies of all –
a) Prospectuses
b) Statements in lieu of Prospectus
c) Offers for Sale made during the last five years
d) Circulars offering securities for subscription or sale during the last five years
e) Advertisement offering securities for subscription or sale during the last five years.
f) Acknowledgement card or letter indicating the observations on draft prospectus by Securities
and Exchange Board of India.
g) Certificate from a merchant banker acting as a lead manager to the issue reporting positive
compliance by the company of requirements on Disclosure and Investor Protection issued by
the Securities and Exchange Board of India.
3. Copy of every letter, Report, Balance Sheet, Valuation, Contract, Court Order or other document
any part of which is reproduced or referred to in any Prospectus, Offer for Sale, Circular or
Advertisement offering securities for subscription or sale during the last five years.
4. Certified copy of Letter of Consent of the Controller of Capital Issues
5. Certified copies of -
a) Underwriting Agreements
b) Sub-underwriting Agreements
c) Sub-underwriting Letters together with a statement containing the names, address and
description of the sub-underwriters and the amounts subunderwritten by each of them.
d) Brokerage Agreements
e) Letters of Appointment of Official Brokers and Sub-brokers together with a statement of the
terms and conditions of appointment.
6. Certified copies of -
a) Vendor’s Agreements
b) Promoters’ Agreements
7. Certified copies of Service Agreements with -
a) The Managing Agents, Secretaries and Treasurers or Managing Director

b) Technical Directors
c) General Manager, Manager or Secretary
8. Certified copies of Agreements with -

a) Selling Agents
b) Sales Managers
9. Statement containing particulars of the dates of and parties to all material contracts, agreements
(including agreements for technical advice and collaboration), concessions and similar other
documents (except those entered into in the ordinary course of the business carried on or intended
to be carried on by the Company) together with a short description of the terms, subject-matter
and general nature of the documents.
10. Three copies of Directors’ Reports and Balance Sheets for the last ten years.
11. Copies of Agreements with the Industrial Finance Corporation, Industrial Credit and Investment
Corporation and such other bodies.
12. Short history of the Company including particulars of any reorganisation, reconstruction, etc.
together with details of the Company’s activities.
13. Specimens (cancelled and marked as such) of -
a) Share Certificates
b) Debenture Certificates
14. Specimens (if any) of -
a) Letters of Allotment
b) Letters of Acceptance
c) Letters of Renunciation
15. Specimens (cancelled and marked as such) of -
a) Transfer Receipts
b) Split Receipts
c) Consolidation Receipts
Note : The above list indicates documents ordinarily required in support of a listing application. In special
circumstances, additional documents may be required.
APPENDIX H TO REGULATION 2
(Regulation 2.4(i))
Listing of Supporting Documents to be Filed with the Listing Application

(By Listed Companies for New Original or Further Issues)
1. Copies of the following relative to the new issue -

a) Prospectuses
b) Statements in lieu of Prospectus
c) Offer for Sale
d) Circular offering securities for subscription
e) Advertisement offering the new issue for subscription
f) Acknowledgement card or letter indicating the observations on draft prospectus/Letter of
Offer by Securities and Exchange Board of India.
g) Certificate from a merchant banker acting as a lead manager to the issue reporting positive
compliance by the company of requirements on Disclosure and Investor Protection issued by
the Securities and Exchange Board of India.
2. Copy of every letter, Report, Balance Sheet, Valuation, Contract, Agreement, Court Order or other
documents relative to the new issue.
3. Certified copy of Letter of Consent of the Controller of Capital Issues.
4. Certified copies of the following relative to the new issue -
a) Underwriting Agreements
b) Sub-underwriting Agreements
c) Sub-underwriting Letters together with a statement containing the names, addresses and
description of the sub-underwriters and the amounts subunderwritten by each of them.
d) Brokerage Agreements
e) Letters of Appointment of Official Brokers and Sub-brokers together with a statement of the
terms and conditions of appointment.
5. Specimens (cancelled and marked as such) of the following relative to the new issue –
a) Share Certificate
b) Debenture Certificates
6. Specimens (if any) of the following relative to the new issue –
a) Letters of Allotment
b) Letters of Acceptance
c) Letters of Renunciation
Note : The above list indicates documents ordinarily required in support of a listing application. In special
circumstances, additional documents may be required.
Appendix I to Regulation 2
(Regulation 2.4(ii))
Distribution Schedule
(To be made out for each class of security)
__________________________________________________________________________________________________
(Name of Company)
Distribution of _________________________ as on _______________________ 19

(Kind of Security)
Total Nominal value Rs. _____________ Nominal value of each share/Unit Rs._____________
Total number of shares/units _________ Paid up value per share/unit Rs._________________
Distinctive Nos. from ______________________ to ________________________
Table I
DISTRIBUTION OF HOLDINGS
Share or Debenture holding of Share/ Share/ Debenture

Nominal Value of Debentureholders Amount
Rs. Rs. Number %to Total In Rs. %to Total
(1) (2) (3) (4) (5)
Upto - 5,000
5,001 - 10,000
10,001 - 20,000
20,001 - 30,000
30,001 - 40,000
40,001 - 50,000
50,001 - 1,00,000
1,00,001 and above
Total
Table II
NAME OF SHARE/ DEBENTURE HOLDER AND

SHARES/DEBENTURES HELD BY THE FOLLOWING, viz.
Name of Share / Debenture holder No. of Shares % to total Shares

(or Debentures) (or Debenture)
Amount in Rs. Capital
1 2 3
(i) Foreign Collaborators
(a) Foreign
Holdings (ii) Foreign Financial
Institutions
(iii) Foreign Nationals
(iv) Non-resident Indians
(Persons holding Indian
passport staying abroad
and persons of Indian
Origin staying abroad)
TOTAL
(i) Life Insurance

Corporation of India
(ii) Unit Trust of India
(b) Govt./ (iii) Industrial Finance
Govt. Corporation of India
sponsored
Financial
Institutions
(iv) Industrial Development
Bank of India
(v) Industrial Credit &
Investment Corporation
of India
(vi) General Insurance Corp.
of India and its
subsidiaries
(vii) Nationalised Banks
(viii) Government Companies
(ix) Central Government
(x) State Government
(x) State Governments
(xi) State Financial Corp.
TOTAL
(c) Bodies (i) Holding Company

Corporate
(not (ii) Subsidiary Companies
covered
under (a)
and (b)) (iii) Other bodies corporate
TOTAL
(d) Directors and their relatives (as defined in Sec. 6

of the Companies Act, 1956)
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
(e) Other top 50
17.
Share/Deben-
18.
tureholders
19.
(other than
those listed 20.
above 21.
22.
23.
24.
25.
26.
27.
28.
29.
30.
31.
32.
33.
34.
35.
36.
37.
(1) (2) (3)

38.
39.
40.
41.
42.
43.
44.
45.
46.
47.
48.
49
50.
Total
Table III
HOLDINGS OF OFFICE BEARERS
Names of Directors,
Managing Directors, Number of shares
Chairman, President, Official relationship to the or Debenture
Secretary and Manager Company amount in Rs.)
(1) (2) (3)
Certified correct
Date _____________ 19
__________________________________________
(Signature of Managing Director/Secretary)
Note : Separate forms should be completed for each class of security, e.g. debentures, preference
shares, equity shares, etc. Similarly separate forms should be completed for shares of the same
class which are not identical in all respects.
Shares are identical in all respects if -
i) they are of the same nominal value and the same amount per share has been called up;
ii) they are entitled to dividend at the same rate and for the same period, so that at the next
annual distribution the dividend payable on each share will amount to exactly the same
sum net and gross; and
iii) they carry the same rights in all other respects.
REGULATION 3
(Bye-laws 51(b), 53(b), 56 and 57)
BARGAINS
Hand Delivery Bargains in Government Securities and Debentures Deemed to be at

Seller’s Option
3.1 Unless otherwise stipulated when entering into the bargain all bargains in Government Securities
and in bearer and registered debentures admitted to dealings on the Exchange shall be deemed
to be for hand delivery falling due at the seller’s option within fourteen days following the date of
the contract subject to a day’s notice by the selling member to the buying member previous to
the date of delivery: provided that where no such notice is given the bargain shall fall due on the
fourteenth day following the date of the contract.
Hand Delivery Bargains in Non-Cleared Securities

(Other than Government Securities and Debentures)
3.2 Unless otherwise stipulated when entering into the bargain all bargains in Non-Cleared Securities
(other than Government Securities and bearer and registered debentures) admitted to dealings
on the Exchange which are entered into from Monday to Wednesday during any week shall be
settled by delivery and payment on Thursday in the following week or on Monday in the week
thereafter and all contracts entered into from Thursday to Saturday during any week shall be
settled by delivery and payment on Monday in the second following week or on Thursday thereafter.
If such Monday or Thursday be a holiday delivery and payment shall be made on the business day
next following.
Application Forms for Special Delivery and Specific Bargains
3.3 Applications for bargains for special delivery and for specific bargains shall be in the form
prescribed respectively in Appendix A and Appendix B to this Regulation or in such other form or
(Regulation 3.3)
Form of Application for Bargains for Special Delivery
To,
The President,
The Stock Exchange,
Bombay.
Sir,
I/We hereby request leave to do the following Special Delivery/ Bargains as provided in the Bye-laws
and Regulations of the Exchange:
i. Name of Company :
ii. Kind of Security :
iii. Amount or Quantity :
iv. Price :
v. Period of Delivery :
vi. Reason :
(Give full particulars if securities sent for renewal, sub-division, consolidation, conversion, exchange
or registration, or lodged for collection of interest, dividend, bonus or rights, or to be received from
abroad)
I/We believe the period applied for to be fair and justified in view of the circumstances stated above.
Yours faithfully,
(Signature of Selling Member)
Note :
The duplicate of this form must be completed. After the application has been placed before the
Governing Board or the President, the duplicate with the decision marked thereon will be returned to
the member.
(Regulation 3.3)
Form of Application for Bargains for Special Bargains
To,
The Executive Director,1

The Stock Exchange,
Bombay.
Sir,
I/We hereby request leave to do the following Special Bargains as provided in the Byelaws and Regulations
of the Exchange :
Name of Company :
Kind of Security :
Amount or Quantity :
Price :
Purchase or sale2 :
Name and Address of the Client3 :
I/We believe the price fixed to be fair to all parties.
Yours faithfully,
(Signature of Member)
Note :
The duplicate of this form must be completed. After the application has been placed before the
Governing Board or the (Executive Director), the duplicate with the decision marked thereon will be
returned to the member.
1
Substituted by Governing Board Resolution dated 11.4.90
2
Added by Governing Board Resolution dated 3.9.57(w. e .f. 31.8.57)
3
1
REGULATION 4
(Bye-law 62)
Margin on Cleared Securities
4.1 Dealings in Cleared Securities shall be subject to the margin requirements prescribed in these
provisions.
Daily Business Statement
4.2 On each business day members shall submit to the Exchange in respect of the business done by
them on the previous business day the Daily Business Statement (Form No. 21) prescribed in the
relative Regulation or such other form or forms as the Governing Board may from time to time
prescribe in addition thereto or in modification or substitution thereof. The Daily Business Statement
so submitted by a member shall show the transactions in each Cleared Security entered into by
him during the previous business day with other members in the market and with his constituents as
a principal and those put through directly between his constituents as well as the net balance of
such transactions outstanding for the Clearing as at the commencement and the close of the
previous business day and the aggregate of the net balance of purchases and the aggregate of
net balance of sales outstanding for the Clearing at the close of the previous business day on
account of each of his constituents and on his own account as a principal.
Daily Margin
4.3 Members shall deposit with the Clearing House daily margin which shall be levied on the
aggregate value of the net balance of purchases and the aggregate value of the net balance of
sales of any Cleared Security outstanding for the Clearing at the end of the day on account of
each of their constituents and their own account as principals. The value of such purchases and
sales shall be calculated at the making-up price fixed for such security for the previous Clearing.
Daily Margin Rates
4.4 The daily margin shall be calculated according to the rates prescribed in the Appendix A to this
Regulation or such other rates as the Governing Board may from time to time prescribe in modifi-
cation or substitution thereof.
Daily Margin Form
4.5 On each business day members who are required to pay the daily margin in respect of any Cleared
Security as prescribed in these provisions shall submit to the Clearing House the Daily Margin Form
(Form No. 22) prescribed in the relative Regulation or such other form or forms as the Governing
Board may from time to time prescribe in addition thereto or in modification or substitution thereof.
The Daily Margin Form so submitted by a member shall show the aggregate of the net balance of
purchases and the aggregate of the net balance of sales of such security outstanding for the
Clearing at the end of the previous business day on account of each of his constituents and on his
own account as a principal and the value of such purchases and sales at the making-up price
fixed for such security for the previous Clearing. The daily margin shall be calculated on the value
of such purchases and sales as shownin the Daily Margin Form.
1
Deposit of Daily Margin
4.6 The daily margin due by members as shown in the Daily Margin Form (Form No.22) shall be
deposited by them with the Clearing House on the same day on which the form is submitted and
such margin shall be retained by the Clearing House up to the Settling Day of the current Clearing:
Provided that on any business day of the ensuing Clearing a member may adjust against the daily
margin due by him on that day in respect of a particular Cleared Security the daily margin or any
part thereof deposited by him with the Clearing House in respect of such security in the current
Clearing.
Interim Margin
4.7 Members shall deposit with the Clearing House interim margin which shall be levied as prescribed
in these provisions on the aggregate of the net balance of purchases or on the aggregate of the
net balance of sales of any Cleared Security outstanding for the Clearing at the end of the day on
account of each of their constituents and on their own account as principals : Provided that the
Governing Board may be a special resolution and with the approval of the Central Government
specify from time to time any Cleared Security or Securities which shall be exempt from the interim
margin requirements prescribed in these provisions but no such security shall be so specified unless
the Governing Board is satisfied that the total volume or business therein is relatively small.
Higher and Lower Interim Making-up Prices for

Outstanding Purchases and Sales
4.8 (a) Interim margin shall be levied on outstanding purchases or sales respectively as and when
an interim making-up price higher or lower than the making-up price for the previous Clearing
is fixed for any Cleared Security as prescribed in these provisions.
Higher Interim Making-up Price when Fixed for

Outstanding Purchases
(b) On any business day of the current Clearing (hereinafter referred to as the Interim Margin
Day) an interim making-up price higher than the making-up price for the previous Clearing
shall be fixed for any Cleared Security on the basis of its highest rate record during the
trading session on that day –
i) when no interim making-up price has been fixed for such security during the current
Clearing and its market price touches or crosses a level 10 per cent, above its making
up price for the previous Clearing;
ii) when no interim making-up price has been fixed for such security during the current or
previous Clearing and its market price touches or crosses a level 15 per cent, above its
making-up price for the Clearing preceding the previous Clearing;
iii) when interim making-up price has been fixed for such security during the current Clearing
at a level above its making-up price for the previous Clearing and its market price touches
or crosses a level 5 per cent, above such last higher interim making-up price;
iv) when interim making-up price has been fixed for such security during the current Clearing
at a level below but not at a level above its making-up price for the previous Clearing
and its market price touches or crosses a level 10 per cent, above its making-up price
for the previous Clearing.
Lower Interim Making-up Price when

Fixed for outstanding Sales.
(c) On any business day of the current Clearing (hereinafter referred to as the Interim margin
Day) as interim making-up price lower than the making-up price for the Clearing shall be
fixed for any Cleared Security on the basis of its lowest rate recorded during the trading
session on that day :
(i) when no interim making-up price has been fixed for such security during the current
Clearing and its market price touches or crosses a level 10 percent below the
making-up price for the previous Clearing.
(ii) when no interim making-up price has been fixed for such security during the current or
previous Clearing and its market price touches or crosses a level of 15 percent below its
making-up price for the Clearing preceding the previous Clearing;
(iii) when interim making-up price has been fixed for such security during the current
Clearing at a level below its making-up price for the previous Clearing and its market
price touches or crosses a level 5 percent below such last lower interim making-up price;
(iv) when interim making-up price has been fixed for such security during the current
Clearing at a level above but not at a level below its making-up price for the previous
Clearing and its market price touches or crosses a level 10 percent below its making-up
price for the previous Clearing.
Annulment or Modification of Interim Making-up Price
4.9 The Governing Board may by a special resolution and for reasons to be recorded in writing annul
or modify the interim making-up price fixed or to be fixed for any Cleared Security as prescribed in
these provisions when in its opinion the rise or fall in price of such security is justified by the
announcement of a higher or lower dividend or issue of right or bonus shares or reduction of share
capital or any other special circumstance
Determination of Interim Making-up Prices
4.10 On the Interim Margin Day the President or in his absence the Secretary shall determine interim
making-up prices in respect of any Cleared Security or Securities as prescribed in these provisions.
When so determining the Interim Making-up Prices any fraction of a Rupee may be suitably rounded
off as deemed expedient.
Interim Margin Rates
4.11 When during the Current Clearing an Interim making-up price has been fixed for any Cleared
Security higher or lower than its making-up price for the previous Clearing the interim margin in
respect of such security shall be calculated at a rate per share equal to 1 { 50 % of } the difference
between such higher and lower interim making-up price and respectively its last preceding higher
or lower interim making-up price fixed during the current Clearing and failing that its making-up
price for the previous Clearing.
4.12 On the business day following the Interim Margin Day members shall submit to the Clearing House
the Interim Margin Form (Form No. 23) prescribed in the relative Regulation or such other form or
or substitution thereof. The Interim Margin Form so submitted by a member shall show in respect of
each Cleared Security on which interim margin is levied the aggregate of the net balance of
1
purchases or the aggregate of the net balance of sales as the case may be of such security
outstanding for the Clearing at the end of the Interim Margin Day on account of each of his
constituents and on his own account as a principal. The Interim margin shall be calculated on such
purchases or sales at the rate fixed in accordance with these provisions.
Deposit of Interim Margin
4.13 The interim margin due by members as shown in the Interim Margin Form (Form No. 23) shall be
deposited by them with the Clearing House on the third business day following the Interim Margin
Day and such margin shall be retained by the Clearing House up to the Settling Day of the current
Clearing.
Carry-Over Margin
4.14 Members shall deposit with the Clearing House carry-over margin which shall be levied as
prescribed in these provisions on the aggregate of the net balance of purchases and on the
aggregate of the net balance of sales of any Cleared Security carried-over from the current to the
ensuing Clearing on account of each of their constituents and on their own account as principals.
Carry-Over Margin Rates
4.15 Special making-up prices lower and higher than the making-up price for the current Clearing shall
be fixed for each Cleared Security in accordance with the provisions contained in Appendix B to
this Regulation or such other provisions as the Governing Board may from time to time prescribe in
modification or substitution thereof. The carry-over margin in respect of purchases of a Cleared
Security carried over from the current to the ensuing Clearing shall be calculated at a rate per
share equal to the difference between its making-up price and lower special making-up price for
the current Clearing and the carry-over margin in respect of sales of a Cleared Security so carried-
over shall be calculated at a rate per share equal to the difference between its making-up price
and higher special making-up price for the current Clearing.
Determination of Special Making-up Prices
4.16 On the last business day of the Clearing the President or in his absence the Secretary shall
determine lower and higher special making-up prices for Cleared Securities as prescribed in these
provisions. When so determining the special making-up prices any fraction of a Rupee may be
suitably rounded off as deemed expedient.
Carry-over Margin Form
4.17 On the Comparison Day fixed for the current Clearing members shall submit to the Clearing House
the Carry-over Margin Form (Form No. 25) prescribed in the relative Regulation or such other form
or forms as the Governing Board may from time to time prescribe in addition thereto or in
modification or substitution thereof. The Carry-over Margin Form so submitted by a member shall
show the aggregate of the net balance of purchases and the aggregate of the net balance of
sales of each Cleared Security carried-over from the current to the ensuing Clearing on account
of each of his constituents and on his own account as a Principal. The carry-over margin shall be
calculated on such purchases and sales at the rates fixed in accordance with these provisions.
Deposit of Carry-over Margin
4.18 The carry-over margin due by members as shown in the Carry-over margin Form (Form No. 25) shall
be deposited by them with the Clearing House on the Pay-in Day fixed for the current Clearing
and such margin shall be retained by the Clearing House up to the Settling Day of the ensuing
Clearing.
Additional Carry-over Margin
4.19 Members shall deposit with the Clearing House additional carry-over margin which shall be levied
on the aggregate value of the net balance of purchases and the aggregate of the net balance
of sales in respect of all Cleared Securities carried-over from the current to the ensuing Clearing on
account of each of their constituents and on their own account as principals. The value of such
purchases and sales shall be calculated at the making-up prices fixed for such securities for the
current Clearing.
Additional Carry-over Margin Rates
4.20 The additional carry-over margin shall be calculated according to the rates prescribed in Appendix
C to this Regulation or such other rates as the Governing Board may from time to time prescribe in
Carry-over Statement
4.21 On the Comparison Day fixed for the current Clearing members shall submit to the Clearing House
the Carry-over Statement (Form No. 24) prescribed in the relative Regulation or such other form or
or substitution thereof. The Carry-over Statement so submitted by a member shall show
the aggregate of the net balance of purchases and the aggregate of the net balance of sales of
each Cleared Security carried-over from the current to the ensuing Clearing on account of each
of his constituents and on his own account as a principal and their value at the making-up price
fixed for such security for the current Clearing. The additional carry-over margin shall be calculated
on the value of such purchases and sales as shown in the carry-over Statement.
Deposit of Additional Carry-over Margin
4.22 The additional carry-over margin due by members as shown in the Carry-over Statement (Form No.
24) shall be deposited by them with the Clearing House on the Comparison Day fixed for the
current Clearing and such margin shall be retained by the Clearing House up to the Settling Day of
the ensuing Clearing. Provided that on the Comparison Day of the ensuing Clearing a member
may adjust against the additional carry-over margin due by him in that Clearing the additional
carry-over margin or any part thereof deposited by him with the Clearing House in the current
Clearing.
Exemption in respect of Purchases
4.23 (a) For purposes of calculating the daily or interim margin prescribed in these provisions it shall
be permissible to exclude outstanding purchases in respect of which an approved Bank
gives the Clearing House an irrevocable guarantee that it will make payment to and take
delivery of the shares from the Clearing House on the due date of the contract as provided
in these Bye-laws and Regulations.
Exemption in respect of Sales other than Short Sales
(b) For purposes of calculating the margin prescribed in these provisions it shall be permissible to
exclude any sales that are outstanding or carriedover as the case may be if the shares
tenderable against such sales are deposited with the Clearing House or if an approved Bank
gives the Clearing House an irrevocable guarantee that such shares are in its custody and
will if so required be duly delivered to the Clearing House on the due date of the contract as
provided in these Bye-laws and Regulations or if such other evidence as the Governing Board
may consider satisfactory in that behalf is submitted to the Clearing House.
Margin Deposit in Cash or Approved Securities
4.24 The margin to be deposited by a member with the Clearing House as prescribed in these provisions
shall be either paid in cash or by a cheque drawn on the prescribed bank: provided however that
the daily margin and the additional carry-over margin may also be deposited in the form of an
approved Bank’s Deposit Receipt or approved securities subject to such terms and conditions as
the Governing Board may from time to time impose.
Lien on Margin Deposit
4.25 (a) The margin deposited by a member shall be subject to a first and paramount lien for any sum
due by him to the Exchange or to the Clearing House and for any sum due to any member of
the Exchange for the fulfillment of his engagement, obligations and liabilities arising out of or
relating or incidental to any bargains, dealings, transactions and contracts made subject to
Forfeiture of Margin Deposit on Default
(b) In the event of a member being declared a defaulter the margin deposited by him shall
forthwith stand forfeited to the Exchange. The margin deposit so forfeited or the proceeds
thereof shall be appropriated towards the dues of the Exchange and the Clearing House
and against the claims of creditor members which have been admitted by the Defaulter’s
Committee as provided in these Bye-laws and Regulations. The forfeiture in respect of the
excess if any may be remitted by a resolution of the Governing Board.
Form of Letter of Declaration
(c) The Letter of Declaration required of a member in connection with his margin deposit shall
be in the form prescribed in Appendix D to this Regulation or in such other form or forms as
the Governing Board may from time to time prescribe in addition thereto or in modification
Penalty for Failure to Deliver Margin Forms or Deposit Margin
4.26 A member failing to deliver his Margin Forms or to deposit the margin due by him on the due dates
shall be immediately suspended or declared a defaulter by the Governing Board or the President
as provided in these Bye-laws and Regulations.
Evasion of Margin Requirements
4.27 A member shall not record carry-over transactions as independent bargains of purchase and sale
for the current and ensuing Clearings nor shall he give Havalas to another members directly or
indirectly enter into any other arrangement or adopt any other procedure for the purpose of
evading margin requirements
Penalty for Evasion
4.28 If a member assists another in evading the margin regulations and any one of them is declared a
defaulter the other shall be liable to pay to the Defaulters’ Committee for the benefit of the creditors
of the defaulter the amount of margin that the defaulter would have otherwise deposited with the
Clearing House in accordance with these provisions. The amount so payable by such member
shall be in addition to any other penalty that may be imposed on him by the Governing Board.
Contract Notes and Statements of Account at

Special Making-up Prices
4.29 Member shall render contract notes and statements of account to their constituents at the lower
special making-up price fixed for a Cleared Security for the current Clearing when purchases of
such security are carried-over by them from the current to the ensuing Clearing and the higher
special makingup price when sales are so carried-over: provided that contract notes and
statements of account in respect of sales carried-over which are exempt from carry-over margin
as prescribed in these provisions may be rendered at the making-up price fixed for such security
for the current Clearing.
Constituent’s Liability for Margin
4.30 (a) In addition to any margin arrangement subsisting between a member and his constituent
the constituent shall be bound to provide the member with the margin prescribed in these
provisions for dealings in Cleared Securities.
Constituent’s Failure to Provide Margin
(b) On the failure of a constituent to provide margin as prescribed in clause (a) by the due date
and time by which members are required to deposit such margin in compliance with these
provisions the member shall be entitled to close out the account of the constituent forthwith
or at any time thereafter at his discretion during the time the constituent is in default. In that
event any balance due on such closing out shall be immediately payable by the defaulting
constituent to the member. The defaulting constituent shall also pay forthwith any loss or
damages the member may sustain by reason of his default.
Constituent’s Liability not Limited to Margin Deposit
4.31 The liability of a constituent shall not be limited to the account of margin deposited by him.
Margin Deposit by Constituents
4.32 When so specially agreed upon between a member and his constituent the constituent may fur-
nish margin in the form of securities instead of in cash. In that event the member shall have a first
and paramount general lien on such securities and he shall be entitled to sell, pledge or borrow
against such securities as provided in these Bye-laws and Regulations.
Governing Board may Supplement Margin Requirements
4.33 The Governing Board may from time to time supplement the provisions contained herein by
prescribing such further requirements or issuing such additional instructions as it may consider
necessary or desirable for the purpose of removing operational difficulties and ensuring effective
enforcement of the margin requirements.
1
4A.1 Dealings in securities shall be subject to the margin requirements prescribed in these provisions.
Daily Margin
2
4A.2 (i) The Governing Board may require the members to pay margin on the daily transactions
entered into by them in any security or group of securities.
(ii) The Governing Board may for this purpose require the members to submit a statement of
their transactions in the specified security or securities in a form prescribed for the purpose
which may be modified from time to time. The statement shall show the aggregate of
purchases and sales entered into by the member with other members in the market either
on his own behalf or on behalf of his clients (without setting off the purchases of one client
against the sales of another and vice versa) and should also include (1) his transactions with
his constituents as a principal and (2) transactions put through directly between his
constituents. Each day’s statement shall show the cumulative aggregate of purchases and
sales outstanding for settlement at the end of the day.
(iii) The margin payable by the members will be at such rate or rates fixed by the Board from time
to time and the constituent shall be bound to provide the member with the margin so
payable. It shall be permissible for the Board to fix an exemption limit in individual securities.
(iv) At the end of each business day, members who are required to deposit the margin as per
the rates prescribed above will pay the margin in the Clearing House or the Exchange office
giving the details of payments in the form prescribed for the purpose. The margin will ordinarily
be deposited by a cheque drawn on the scheduled bank specified in these Regulations or
by the Board and will be retained till the Settling Day for the Current Settlement.
a) Members are permitted to adjust the margin payable for the business done in any security
against business done in any other security if the outstanding business in that security falls
below the exemption limit, if any;
b) No margin will be required to be paid for purchases in respect of which an approved Bank
gives the Clearing House an irrevocable guarantee that it will take delivery of the securities
on the due dates;
c) No margin will be required to be paid in the case of sales if the securities tenderable against
such sales are deposited with the Clearing House or if an approved Bank gives the Clearing
House irrevocable guarantee that such securities are in its custody and will be duly delivered
to it on the due dates.
1
2
Carry-over Margin
1
4A.3 (i) Members shall deposit with the Clearing House carry - over margin on the aggregate of the
net balance of purchases and on the aggregate of the net balance of sales in the Specified
shares carried over from the current to the ensuing settlement on account of each of their
constituents and on their own account as principals.
(ii) On the last business day of the settlement, the Executive Director or in his absence the
Secretary shall determine lower and higher special making up prices for 2 { each specified
share } as under:
a) In the case of purchases carried over, the special making-up price will be fixed at 3% lower
than the normal making-up price.
b) In the case of sales carried over, the special making-up price will be fixed at 3% higher than
the normal making-up price.
3
c) The percentage referred to above may be increased in individual securities if, in the opinion
of the Executive Director, circumstances so warrant.
4
4A.4 In addition to the above provisions, the Executive Director or in his absence the Secretary may –
a) direct individual members who in his opinion are indulging in excessive speculation deposit
adhoc margins.
b) adopt such other measurers including imposition of further adhoc margins etc. as he considers
necessary in the case of a precipitate rise or fall in the price of any security.
c) direct the margins so levied are deposited in cash which will be refunded at his discretion.
1
2
3
Amended by Governing Board Resolution dated 8.4.85
4
1
(APPENDIX A TO REGULATION 4)
(Regulation 4.4)
DAILY MARGIN
Daily Margin Rates
The daily margin payable by members shall be charged as under on the aggregate value of the net
balance of purchases and the aggregate value of the net balance of sales of each Cleared Security
outstanding for the Clearing at the end of the previous business day on account of each of their con-
stituents and or their own account as principals:
Outstanding Purchases of Each Security Margin Rate
On the first Rs. 5 lakhs Nil
On the next slab above Rs. 5 lakhs upto Rs. 10 lakhs 5%
On the balance above Rs. 20 lakhs 40%
Outstanding Sales of Each Security Margin Rate
1
Substituted by Governing Board Resolution dated 4.6.63 and re-substituted by Governing Board Resolution dated 1.7.64
1
(Regulation 4.15)
CARRY-OVER MARGIN
Lower Special Making-up Prices for Purchases Carried-Over
a) The lower special making-up price for a Cleared Security for the current Clearing shall be fixed
2 per cent lower than its making-up price for that Clearing.
Higher Special Making-up Prices for Sales Carried-over
b) The higher special making-up price for a Cleared Security for the current Clearing shall be fixed 2
per cent higher than its making-up price for that Clearing.
Carry-over Margin Rates
c) The Carry-over margin payable by a member on purchases of a Cleared Security carried-over

from the current to the ensuing Clearing shall be calculated at a rate per share equal to the
difference between its making-up price and lower special making-up price for the current Clearing
and the carryover margin payable on sales of a Cleared Security so carried-over shall be calculated
at a rate per share equal to the difference between its making-up price and higher special making-
up price for the current Clearing fixed as provided herein.
1
1
(APPENDIX C TO REGULATION 4)
(Regulation 4.20)
ADDITIONAL CARRY-OVER MARGIN
Additional Carry-Over Margin Rates
The additional carry-over margin payable by members shall be charged as under on the aggregate
value of the net balance of purchases and the aggregate value of the net balance of sales of all
Cleared Securities carried over from the current to the ensuing Clearing on account of each of their
constituents and on their own account as principals:
Aggregate Purchases and Sales Carried-over Margin Rate
1
1
APPENDIX D TO REGULATION 4
(Regulation 4.25(c))
To,
The President and Members of the Governing Board,
The Stock Exchange,
Bombay.
Gentlemen,
I/We hereby declare and agree that whatever cash, stock, shares, Bank Deposit Receipts and other
securities and assets that I/We may from time to time provide as margin deposit under the provisions of
the Rules, Bye-laws and Regulations of the Exchange are subject to a first and paramount lien for any
sum due to the Exchange or the Clearing House by me/us or by the partnership of which I may be a
partner and for any sum due to any members of Exchange for the due fulfillment of my/our engagements,
obligations, and liabilities or of the partnership of which I may be a partner arising out of or relating or
incidental to any bargains, dealings, transactions and contracts made subject to the Rules, Bye-laws
and Regulations of the Exchange or anything done in pursuance thereof. The said margin deposit is to
be held for you and on your account by the Clearing House and/or Bank or Banks approved by the
Governing Board in whose name the securities and assets are transferred at your absolute discretion
without any right whatever on the part to call in question the exercise of such discretion as aforesaid
apply and pay the same or the proceeds thereof (in case you shall as you shall be fully entitled to do sell
all or any of the said securities and assets deposited by way of margin) or cause the same to be applied
and paid to or for behalf of the Exchange or the Clearing House in respect of any sum due to the
Exchange or the Clearing House by me/us or by any partnership of which I may be a partner or to or for
behalf of any members of the Exchange to whom I/We or any partnership of which I may be a partner
may be indebted under a claim or claims arising out of or relating or incidental to any bargains, dealings,
transactions or contracts made subject to the Rules, Bye-laws and Regulations of the Exchange or anything
done in pursuance thereof. If the margin deposit or any part thereof shall not have been required for
payment of my/our or my said partnership liabilities as above provided the same or any balance thereof
then remaining will be returned to me/us and a receipt signed by me/us that whatever margin deposit
or balance thereof is so returned to me/us is all to which I/we am/are entitled in terms hereof shall be
final and conclusive and bar any inquiry of any kind at the instance of myself/ourselves or any one in my/
our right in respect thereof.
And I/we hereby further declare that in the event of my/our or the partnership firm of which I am a
partner being declared defaulter the margin deposited by me/us shall forthwith stand forfeited to the
Exchange to be dealt with as provided in the Rules, Bye-laws and Regulations of the Exchange.
Yours faithfully,
(Signature of the member depositing the margin)
1
REGULATION 5
(Bye-law 76 and 77)
COMPARISON OF CONTRACTS
Comparison Transaction Books or Through Comparison Memos
5.1 Comparison of contracts shall be made either by the method of signing the entries in the transac-
tion or contract books or by the method of Comparison Memos as may be from time to time
notified by the Governing Board or the President.
Comparison in the Settling Room
5.2 Contracts shall be compared in the Settling Room by members or by the Settling Room clerks
authorised by them to sign entries in the transaction or contract books.
Admission to the Settling Room
5.3 No one shall be admitted to the Settling Room unless he is wearing a Settling Room badge.
Badges
5.4 Members and their Settling Room clerks shall wear distinctive badges to be obtained from the
Exchange on payment of such fees as the Governing Board may from time to time prescribe.
Badges to be Worn Prominently
5.5 The badges shall be kept in good condition and properly and prominently worn on the lapel of the
coat or in some equivalent position.
Temporary Badges
5.6 A Settling Room clerk arriving at the Settling Room without a badge shall obtain a temporary
badge from the Exchange. Such badge shall be issued for one day only on payment of such
charges as the Governing Board may from time to time prescribe.
Loss of Badges
5.7 Members shall notify the loss of badges to the Exchange and on application by such members
other badges will be issued in their place on such conditions and on payment of such fees as the
Penalty for Improper Use of Badge
5.8 The Governing Board or the President my expel, suspend or fine a Settling clerk who transfers his
badge to any person or uses it for an improper purpose or makes a breach of the conditions
subject to which it is issued.
Return of Badges
5.9 Members who terminate or withdraw the authorisation of their Settling Room clerks shall return the
badges to the Exchange on the date of such termination or withdrawal.
Penalty for Non-Attendance in the Settling Room
5.10 If a member of his Settling Room clerk fails to attend in the Settling Room at 12 noon or such other
time as may be notified on the notice board of the Exchange or leaves the Settling Room without
competing the comparison he shall be liable to pay such fine or to such disciplinary action as the
Governing Board or the President may from time to time direct.
Comparison by Comparison Memos
5.11 Comparison of transactions in securities by the method of Comparison Memos shall be effected as
follows or in such other manner as the Governing Board or the President may from time to time
direct :
i) Each selling member shall deposit in the buying member’s box in the Settling Room in respect
of each sale a Comparison Memo in duplicate before 5.30 p.m. on the day on which the
bargain is made.
ii) Each buying member shall clear his box in the Settling Room thereafter. He shall retain the
original Comparison Memo if it be correct and deposit the duplicate duly signed in the selling
member’s box in the Settling Room before 11.45 a.m. on the following business day.
iii) When the buying member has not received the Comparison Memo from the selling member
or when comparison cannot be made because of a discrepancy the buying member shall
immediately communicate that fact to the selling member. If the difference be not adjusted
forthwith by mutual adjustment it shall be resolved in accordance with the provisions
contained in that behalf in these Bye-laws and Regulations.
Form of Comparison Memos
5.12 Comparison Memos shall be in the form prescribed in Appendix A to this Regulation or in such
other form or forms as the Governing Board may from time to time prescribe in addition thereto or
(Regulation 5.12)
COMPARISON MEMO
No. _________________
To, __________________________________________________________________ Cl. No. ______________

(Buying Member’s Name)
Sales made on _____________________________________________________19 for ___________ Clearing
Quantity Security SOLD to you Rate Quantity Security SOLD to you Rate
Cl. No. ________________________________________ _____________________________________________

Selling Member’s Signature
REGULATION 6
(Bye-law 80)
PROCEDURE FOR SETTLEMENT OF BARGAINS IN GOVERNMENT SECURITIES

AND DEBENTURES BY HAND DELIVERY
Settlement of Government Securities and Debentures
6.1 All bargains in Government Securities and bearer and registered debentures shall be settled
outside the Clearing House by delivery and payment on the date on which the contracts fall due.
In case of seller’s option the selling member shall give notice to the buying member that he
proposes to give delivery on the following business day.
Delivery and payment on Due Date
6.2 Securities shall be delivered and payment shall be made before 12.30 p.m. on the due date of the
contract and if such day be a Saturday delivery and payment shall be made on the business day
next following before 12.30 p.m.
Issue of Receive-and-Pay Order
6.3 The buying member shall give to the selling member a Receive-and-Pay Order at the contract
price before 10.00 a.m. on the day on which delivery and payment are to be made or before 5.30
p.m. on the previous day.
Selling-Out
6.4 If the buying member fails to give a Receive-and-Pay Order in the manner prescribed the selling
member shall be entitled to sell-out in accordance with the Bye-laws and Regulations relating to
closing-out.
Receive-and-Pay Orders
6.5 The Receive-and-Pay Orders for securities shall be properly signed and drawn either on the Fort
Area (Bombay) office of a Scheduled Bank or of the receiving member himself.
Place of Delivery when Receiving Party a Scheduled Bank
6.6 If the receiving party named in the Receive-and-Pay Order be the Fort Area (Bombay) office of a
Scheduled Bank the holder of the Receive-and-Pay Order whether a Scheduled Bank or a member
shall deliver the securities at such office before 12.30 p.m. on the date of delivery and payment
shall be made at such office by the receiving Scheduled Bank within one hour of such delivery.
Place of Delivery when Delivering but not Receiving

Party a Scheduled Bank
6.7 If the receiving party named in the Receive-and-Pay Order be a member and the holder of the
Order a Scheduled Bank the Scheduled Bank shall have the right or option to require payment
and delivery to be made at its office if situated within the Fort Area of Bombay. In the event of the
Scheduled Bank exercising this right or option the Bank or the delivering member shall make out a
statement showing the amount due plus the accrued interest where payable and present the
same together with the Receive-and-Pay Order at the office of the receiving member. Thereupon
the receiving member must make payment of the amount involved at the Fort Area (Bombay)
office of the Scheduled Bank not later than an hour after the receipt of the statement.
Place of Delivery when Delivering and Receiving

Party not Scheduled Bank
6.8 If the receiving party named in the Receive-and-Pay order as well as the holder of the Order be
members the holder shall either –
i) deliver the securities to the receiving member against payment in cash in the Settling Room;
or
ii) hand over to the receiving member before 10.30 a.m. on the due date of delivery a Delivery
Order on the Fort Area (Bombay) office of a Scheduled Bank in which event payment shall be
made at such office of the Scheduled Bank delivering the securities.
When Cheques Release Intermediaries
6.9 A party who has to deliver the securities sold shall accept a cheque in payment thereof if tendered
during clearing hours but all intermediate parties shall be released from all liability if the securities
are actually delivered before the cheque is honoured.
Closing-out
6.10 Failing delivery or payment on the date of the contract the securities may be bought-in or sold-out
against the defaulting member as provided in the Bye-laws and Regulations relating to closing-
out.
REGULATION 7
(Bye-law 80)
PROCEDURE FOR SETTLEMENT OF BARGAINS IN NON-CLEARED SECURITIES

(OTHER THAN GOVERNMENT SECURITIES AND DEBENTURES)
BY HAND DELIVERY
Settlement of Contracts for Non-Cleared Securities

(Other than Government Securities and Debentures)
7.1 All bargains in securities (other than Government Securities and debentures) other than for the
Clearing shall be settled outside the Clearing House by delivery and payment on the day on which
the contracts fall due.
Delivery and Payment
7.2 On the due date of the contract the selling member shall deliver to the buying member in the
Settling Room or such other place as the Governing Board may from time to time notify before 2.00
p.m. securities together with the necessary transfer deeds in lots of trading unit and the buying
member shall pay for them on the same day before 5.00 p.m.
Delivery in Part
7.3 The buying member shall accept any portion of a lot of securities contracted for if tendered in lots
of trading unit.
No Deduction from Purchase Price
7.4 The buying member receiving securities shall not be entitled to deduct from the purchase price
any sum due to or any damages claimed by him from the selling member.
Payment of Cheque
7.5 The buying member shall make payment to the selling member by cheques drawn on the Fort
Area (Bombay) office of a Bank which is a member of the Banker’s Clearing House, Bombay. Such
cheques must be crossed and marked “Payee’s Account Only”.
Receive-and-Pay Order on Bank
7.6 If the buying member desires to receive securities and make payment through a Bank he shall
hand over to the selling member on the day previous to the due date of the contract a properly
signed Receive-and-Pay Order on the Fort Area (Bombay) office of a Scheduled Bank and payment
shall be made against delivery at the office of such Bank.
Cash Payment
7.7 If the Selling member requires cash in payment for securities sold he must give notice in writing to
the buying member to that effect before 3.00 p.m. on the day previous to the due date of the
contract. In that event payment shall be made against delivery of the securities in the Settling
Room: Provided however that the buying member shall have the right or option of requiring the
selling member to accept payment at the Fort Area (Bombay) office of any Scheduled Bank and
in that case he shall hand over to him Receive-and-Pay Order as provided herein on the due date
of the contract.
Delivery Order on Bank
7.8 If the selling member desires to deliver securities through a Bank he shall hand over to the buying
member on the day previous to the due date of the contract a properly signed Delivery Order on
the Fort Area (Bombay) office of a Scheduled Bank. Delivery shall be made against payment by
cash or by cheque at the office of such Bank but when the payment is by cheque the Bank may
make delivery only after the cheque has been realised.
Receive-and-Pay Orders on Banks
7.9 If the buying and selling members both desire to receive delivery and give delivery through the
Fort Area (Bombay) office of a Scheduled Bank the Receive-and-Pay Order and Delivery Order
shall be issued in favour of such Banks and in that event the delivering member’s Bank shall deliver
securities and receive payment at the office of the receiving member’s Bank.
Buying-in
7.10 If the selling member fails to deliver the securities on the due date of the contract the buying
member shall be entitled to buy-in the same or the undelivered portion thereof as provided in the
Selling-out
7.11 If the buying member fails to take up or pay for the securities delivered on the due date of the
contract the selling member shall be entitled to sell-out the same as provided in the Bye-laws and
Regulations relating to closing-out.
REGULATION 8
(Bye-laws 82)
PROCEDURE FOR SETTLEMENT OF BARGAINS THROUGH THE CLEARING HOUSE
Clearing Process
8.1 The Governing Board shall from time to time prescribe the clearing process or processes by which
bargains in securities shall be settled through the Clearing House.
Clearing Forms
8.2 The Clearing Forms shall be in the form prescribed in the relative Regulation1 or in such other form
or forms as the Governing Board may from time to time prescribe in addition thereto or in
Clearing Days
8.3 The Governing Board shall from time to time fix the various Clearing Days and the scheduled time
to be observed in connection with the clearing operations.
Process of Making-up Prices
8.4 Unless otherwise ordered by the Governing Board bargains in Cleared Securities for the Clearing
shall be settled through the Clearing House by the process of making-up prices as provided in this
Regulation.
Making-up Prices
8.5 On the last business day of the Clearing the President or in his absence the Secretary shall fix
making-up prices for Cleared Securities at which all accounts in such securities are to be temporarily
adjusted and payment made or received.
Margin Forms
8.6 On Comparison Day members shall submit to the Clearing House Margin Forms (Forms Nos. 23 and
24) in respect of securities carried-over from the current Clearing to the ensuing Clearing after
completing them in accordance with the provisions in that behalf contained in the relative
Regulation2 .
Deposit of Margin
8.7 The margin to be furnished by a member shall be deposited with the Clearing House on Comparison
Day. The margin shall be either paid in cash or by a cheque drawn on the prescribed Bank as the
Governing Board from time to time directs or deposited in the form of an approved Bank’s Deposit
Receipt or approved securities subject to such terms and conditions as the Governing Board may
from time to time impose.
1
Regulation 11
2
Regulation 8
Comparison of Accounts
8.8 On Comparison Day members shall compare their accounts with other members with whom they
have outstanding bargains to be settled and shall adjust all accounts in respect of Cleared Securities
at making-up prices at which payment of differences is to be made or received.
Tally Memo
8.9 With a view to detecting errors members may give on Comparison Day to other members with
whom they have bargains to be settled a Tally Memo (Form No. 5) showing the balance of different
kinds of securities outstanding to be taken from them. A member to whom the Tally Memo is given
shall retain it if it be correct and if an error be detected there shall be an adjustment by the parties
concerned. If the number of securities shown in the Tally Memo does not agree with the number of
securities shown in the Clearance Lists (Form No. 1) submitted the Clearing House as hereinafter
prescribed the member whose Clearance List does not agree shall be liable to pay the commission
charges and the loss if any resulting from closing-out.
Delivery and Receive Orders
8.10 On Clearance Day members shall submit to the Clearing House Delivery Orders (Form No. 6) and
Receive Orders (Form No. 7) showing the balance of the different kinds of securities of which delivery
is to be given or taken through the Clearing House.
Orders by Members
8.11 (a) The Delivery Orders and Receive Orders shall be deemed to be orders by a member to the
Clearing House to deliver on his account each kind of security as specified in the Delivery
Order (Form No. 6) and to credit him with the value thereof and to receive on his account
each kind of security as specified in the Receive Order (Form No. 7) and to debit his account
with the value thereof.
Credit and Debit Contingent on Delivery and Receipt
(b) The credits and debits referred to in sub-clause (a) shall be contingent upon actual delivery
and receipt of the securities and the value in each case shall (subject to alteration of making-
up prices as provided in these Bye-laws and Regulations) be determined at the making-up
prices fixed for the Clearing.
1
Clearing Custodians
8.12 (a) The securities to be delivered or received by Clearing Custodians shall be entered in Bank
Delivery Orders (Form No. 9) and Bank Receive Orders (Form No. 10).
Contingent Delivery and Receipt
(b) The receipts of securities or payment by the Clearing House from Clearing Custodians shall
be at the making-up prices fixed for the Clearing. Such receipt shall be on condition that the
securities received from Clearing Member Banks will be returned to them and the payment
1
for securities received from Clearing Member Banks will be refunded to them if the amount
or securities (as the case may be) is or are not received by the Clearing House on account of
the members for whom such Clearing Custodians act.
Permission Necessary for Delivery and Payment at Special Price
(c) If a member secures special permission from the Exchange the Clearing House shall make
payment to or receive payment from Clearing Custodians for securities received from or
delivered to them at a price other than the making-up price.
Delivery of Securities
8.13 On Delivery Day members who have to give delivery of securities as specified in the Delivery
Orders (Form No. 6) shall deliver to the Clearing House such securities together with the necessary
transfer forms in lots of trading unit duly signed and witnessed and showing on the reverse the
name of the member delivering the securities.
Securities Particulars Form
8.14 The particulars of the securities to be delivered shall be entered in the Securities Particulars Form
(Form No. 11) and a separate form shall be submitted for each kind of security. Receipts shall be
issued to members on presentation of such forms duly filled in and specifying the quantity, the
names of the transferors and the certificate or distinctive numbers of the securities delivered.
Credit in respect of Securities to be Delivered
8.15 (a) The account of a member delivering securities will be credited by the Clearing House with
the value thereof at the making-up price.
Debit in respect of Securities to be Received
(b) The account of a member by whom securities are to be received shall be debited by the
Clearing House with the value thereof at the makingup price.
Claim Notes and Credit Notes
8.16 On account Day members who have to make payment shall issue Claim Notes (Form No. 15) and
Credit Notes (Form No. 16) to the members who have to receive such payment and the issuing
members shall make payment in respect thereof to the Clearing House on the Pay-in Day fixed for
the Clearing.
Claim Notes for Difference Only
8.17 The Claim Notes (Form No. 15) shall be for all sums due for difference by one member to another for
the Clearing after temporary adjustment at making-up prices.
No Deduction form Claim Notes
8.18 A member shall not be entitled to deduct from the Claim Note for differences due by him to
another member in the Clearing any other sum due or claimed to be due to him form that member.
Refund of Preferential Payment
8.19 A member who receives from another member in any Clearing a Claim Note representing a sum
other than the difference due to him in that Clearing shall in the event of the member issuing the
Claim Note being declared a defaulter within seven days after the Settling Day refund such sum to
the Defaulter Committee for the benefit of the creditors of the defaulter.
Credit Notes only for Sums Due or Receivable
8.20 The Credit Notes (Form No. 16) issued by one member to another shall be for sums due for the
Clearing by the issuing member on behalf and for the same constituent in respect of moneys due
to him from such constituent for that Clearing. Such Credit Notes shall be signed by members or
their constituted attorneys and not by their clearing clerks.
Refund When Sums Not Due to or Receivable from Constituents
8.21 A member receiving a Credit Note from another member shall not be subsequently obliged to
make a refund in respect thereof if he has received the moneys on behalf and for the account of
the constituent mentioned therein and appropriated the entire amount towards the sum due to
him by such constituent for that Clearing. But if he has received the Credit Note for a sum not due
or in excess of the sum due to him by his constituent for the Clearing he shall in the event of the
issuing member being declared a defaulter within seven days after the Settling Day refund such
sum or excess to the efaulters’ Committee for the benefit of the creditors of the defaulter. The
receiving members shall also in the event of any dispute regarding the Credit Note refund such
sum or excess to the issuing member upto an amount not exceeding the sum due by the issuing
member to his constituent for the Clearing and the dispute regarding the balance if any shall be
decided by arbitration on the merits of the case.
Statement Sheets and Balance Sheet
8.22 On Pay-in Day a member shall prepare and deliver to the Clearing House a Statement Sheet of
Differences (Form No. 19), a statement Sheet of Securities (Form No. 20) and a Balance Sheet (Form
No. 31).
Statement Sheet of Differences
8.23 The Statement Sheet of Differences (Form No. 19) shall contain a statement of all Claim Notes and
Credit Notes issued and received by a member and all such Claim Notes and Credit Notes
received by such member shall accompany the Statement Sheet. The debit and credit totals
shown in such Statement Sheet shall be carried to the Balance Sheet (Form NO. 31) to be debited
or credited (as the case may be) to his account with the Clearing House.
Statement Sheet of Securities
8.24 The Statement Sheet of Securities (Form No. 20) shall show on the debit side each kind of security to
be received by a member and the amount to be paid therefor at the making-up price and on the
credit side each kind of security to be delivered by such member and the amount to be received
therefor at the making-up price. The debit and credit totals shown in such Statement Sheet shall
be carried to the Balance Sheet (Form No. 31) to be debited or credited (as the case may be) to
his account with the Clearing House.
Contingent Debits and Credits
8.25 The credit and debit totals in money ascertained and entered on the Statement Sheet of Securi-
ties and carried to the Balance Sheet for credit or debit as the case may be to the account of the
member with the Clearing House shall be contingent upon actual delivery and receipt of the
securities.
Payment for Securities Delivered or Received By
1
Clearing Custodians
8.26 The value of securities to be delivered or received by Clearing Custodians for a member as shown
in Bank Delivery and Receive Orders (Form Nos. 9 and 10) shall be carried to the Balance Sheet
(Form No. 31) to be credited or debited (as the case may be) to the member’s account with the
Clearing House.
Notice of Non-delivery and Non-payment
8.27 Each member shall send to the Clearing House on the Pay-in Day a Notice of Non-Delivery (Form
No. 28) in respect of each failure to deliver securities and a Notice of Non-Payment (Form No. 29)
in respect of each failure to pay for securities to be received. Such securities shall be bought-in
and sold-out and subject to adjustment the value at the making-up prices of such securities shall
be carried to the Balance Sheet (Form No. 31) to be debited or credited (as the case may be) to
his account with the Clearing House.
Cheque in respect of Debit Balance
8.28 (a) When the balance as shown in the Balance Sheet (Form No. 31) lodged with the Clearing
House in the manner provided herein is against a member he shall pay the balance to the
Clearing House on Pay-in Day by a cheque drawn on the prescribed bank or in cash as the
Governing Board may from time to time direct.
Draft in respect of Credit Balance
(b) When the balance as shown in the Balance Sheet (Form No. 31) is in favour of a member he
shall draw a crossed draft (Form No. 34) for the amount on the Clearing House made out to
the order of the prescribed Bank and bearing the date of the Settling Day. Such draft shall
be lodged with the Clearing House on the Pay-in Day together with a pay-in-slip of the
prescribed Bank.
Stamp Duty Clearance List
8.29 (a) On Pay - in Day a member who has entered into transactions in Cleared Securities shall
send to the Clearing House a Stamp Duty Clearance List (Form No. 3) after completing it in
accordance with the instructions contained in such form.
Payment of Stamp Duty
(b) Each member shall pay to the Clearing House by a cheque drawn on the prescribed Bank
or in cash as the Governing Board from time to time directs a sum equal to the amount of
the stamp duty shown as payable in the Stamp Duty Clearance List.
1
Payment
8.30 (a) On Settling Day unless for special reasons it is otherwise ordered by the Governing Board
the amount of the draft drawn by a member shall be paid to the prescribed Bank for the
credit of the account of such member.
Delivery of Securities
(b) Securities which are to be delivered to a member shall unless it is otherwise ordered by the
Governing Board or unless there be a debit balance to his account be delivered to him by
the Clearing House on application on the Settling Day or as soon as thereafter as practicable.
The member taking delivery of securities form the Clearing House shall sign a receipt therefore
in the form attached to the Clearing House Securities Particulars Form (Form No. 12).
Buying-in on Failure to Deliver
8.31 (a) If a member fails to deliver on the Delivery Day the securities deliverable by him such
securities shall be bought-in by the Exchange in accordance with the Bye-laws and
Regulations relating to closing-out.
Selling-out on failure to Pay
(b) If a member fails to pay on the Pay-in Day for the securities to be received by him such
securities shall be sold-out by the Exchange in accordance with the Bye-laws and Regulations
relating to closing-out.
Clearance Lists in case of Discrepancy
8.32 (a) When securities are bought - in or sold - out at a loss as a result of any discrepancy in the
Delivery Orders (Form No. 6) and Receive Orders (Form No. 7) lodged by members with the
Clearing House on the Clearance Day members shall submit Clearance Lists (Form No. 1) to
the Clearing House on such day and before such hour as may be fixed in that behalf in a
notice posted on the notice board of the Exchange.
Separate Clearance Lists
(b) A separate Clearance List (Form No. 1) shall be made out for each kind of security and such
List shall show the balance of securities delivery of which is to be given to or taken from
each member. The difference between the totals on each side of such List shall represent
the exact number of securities of which delivery if any had to be given or taken by the
member through the Clearing House and shown as such in the Delivery Order (Form No. 6)
or Receive Order (Form No. 7).
Payment of Loss in case of Discrepancy
(c) he event of a discrepancy in the Delivery or Receive Order (Forms No. 6 and 7) when
compared with the Clearance List (Form No. 1) the member concerned shall forthwith pay
to the Clearing House the auction charges and the loss incurred as a result of the closing-
out.
Declaration of Default
8.33 A member failing to deliver his Clearing Forms or to pay any sum due by him to the Clearing House
on the Pay-in Day shall be declared a defaulter as provided in these Bye-laws and Regulations.
Transactions with Defaulter
8.34 Members shall not omit from their Clearing Forms any transactions entered into with a defaulter
who has been so declared after the last business day of the Clearing but before such forms have
been lodged with the Clearing House.
Separate Clearing Forms
8.35 Members shall lodge with the Clearing House immediately on declaration of default separate
Delivery and Receive Orders (Forms Nos. 6 and 7) showing all transactions outstanding with a
defaulter who has been so declared before the Pay-in Day after the Clearing Forms have been
lodged with the Clearing House.
Defaulter’s Creditors
8.36 Members whose Statement Sheets of Differences (Form No. 19) show them to be creditors of a
defaulter who has been so declared after such Statements have been lodged with the Clearing
House shall forthwith pay to the Clearing House the amount of the Claim Notes and Credit Notes
received by them from the defaulter and included in such Statements.
Defaulter’s Debtors
8.37 Members whose Statement Sheets of Differences (Form No. 19) show them to be debtors of a
defaulter who has been so declared after such Statements have been lodged with the Clearing
House shall not be entitled to the return of the amounts paid by them to the Clearing House in
respect of the Claim Notes and Credit Notes passed by them to the defaulter unless such members
are creditors of the defaulter in the ensuing Clearing. If any member be a creditor he shall be
entitled to the return of such amount if his claim is equal to or greater than the amount paid and
he may prove for the balance against the estate of the defaulter. If the claim of any creditor
member be less than the amount paid he shall be entitled to the amount claimed.
Death of Member During Clearing
8.38 If a member dies on or before the Pay-in Day and after the Clearing House has received the
Clearing Forms the procedure to be followed in clearing and settling the account of such member
shall be the procedure prescribed for clearing and settling the account of a defaulter provided
that with the permission of the Governing Board the heirs or legal representatives of such deceased
member may receive and deliver securities and make and receive payment on account of such
deceased member or any member of whom the Governing Board approves may deliver securities
and make payment on account of such deceased member
Notice of Delivery and Payment Outside

Clearing House in respect of Cleared Securities
8.39 Whenever the Governing Board orders delivery and payment to be made outside the Clearing
House in respect of contracts in any Cleared Security or Securities a notice to that effect shall be
posted on the notice board of the Exchange before the Delivery Day.
Clearing House Delivery Orders
8.40 The Clearing House shall hand over to the delivering members Clearing House Delivery Orders
(Form No. 36) showing the number of securities to be delivered d the names of the members to
whom deliveries are to be made.
Payment Against Delivery
8.41 The delivering member shall deliver securities according to the Clearing House Delivery Order to
the receiving member on such settlement day and before such hour as may be prescribed in the
notice in that behalf and the receiving member shall on the same day before such hour similarly
prescribed pay for them by a cheque crossed and marked “Payee’s Account Only” and drawn
on the Fort Area (Bombay) office of a Bank which is a member of the Banker’s Clearing House,
Bombay.
Payment in Cash or Payment and Delivery Through Banks
8.42 If the delivering member requires cash or if the delivering or receiving member or both desire to
give delivery and/or make payment through the Fort Area (Bombay) office of a Scheduled Bank
the procedure to be followed in that regard shall be the same as for Non-Cleared Securities pre-
scribed in these Bye-laws and Regulations.
Non-Delivery by Agreement
8.43 If delivery and payment are not completed on the settlement day as the result of an agreement
between the delivering and receiving members they shall be deemed to have entered into a new
contract on which they alone shall be liable and thereupon all intermediate parties shall be re-
leased from all liabilities.
Closing-Out
8.44 When securities are not delivered or payment not made on the settlement day the receiving or
the delivering member as the case may be shall be entitled to close-out against the member in
default in accordance with the Bye-laws and Regulations relating to closing-out.
Notice of Settlement by Process of Tickets
8.45 Whenever the Governing Board orders settlement of contracts in respect of any Cleared Security
or Securities by the process of Tickets instead of by the process of making-up prices a notice to that
effect shall be posted on the notice board of the Exchange before the Settling Day and there-
upon the process of Tickets as prescribed in these Bye-laws and Regulations shall apply.
REGULATION 9
(Bye-law 87)
PROCEDURE FOR SETTLEMENT OF BARGAINS BY PROCESS OF TICKETS
Notice of Settlement by Process of Tickets
9.1 The Governing Board may at any time direct that all contracts entered into or to be entered into
in any Cleared or Non-Cleared Security or Securities shall be cleared and settled by the process of
Tickets. A notice to that effect shall be posted on the notice board of the Exchange and the
programme to be followed shall be specified in such notice or any further notice that may be from
time to time posted on the notice board of the Exchange.
Buyer’s Tickets or Seller’s Tickets
9.2 The notice relating to the process of Tickets shall state whether Buyer’s Tickets or Seller’s Tickets are
to be issued. Buyer’s and Seller’s Tickets shall be in the form (Forms Nos. 41 and 42) prescribed in the
relative Regulation1 or in such other form or forms as the Governing Board may from time to time
prescribed in addition thereto or in modification or substitution there of.
Buyer’s Tickets
9.3 When the process of Tickets is by Buyer’s Tickets (Form No. 41) such Tickets shall be issued by the
members taking delivery. Each Issuer of Buyer’s Ticket shall hand over the Ticket to the selling
member who is his contracting party. The Ticket shall then be passed from selling member to selling
member until it reaches the ultimate selling member who shall thus be the Holder of Buyer’s Ticket.
Seller’s Tickets
9.4 When the process of Tickets is by Seller’s Tickets (Form No. 42) such Tickets shall be issued by the
members giving delivery. Each Issuer of Seller’s Ticket shall hand over the Ticket to the buying
member who is his contracting party. The Ticket shall then be passed from buying member to
buying member until it reaches the ultimate buying member who shall thus be the Holder of Seller’s
Ticket.
Rights and Liabilities
9.5 When Buyer’s or Seller’s Tickets pass from party to party the rights and liabilities under each con-
tract shall continue to attach to the contracting parties inter se and the rights and liabilities of
each member through whose hand in succession the Ticket shall pass in relation to his immediate
contracting parties shall not be deemed to be affected thereby.
Issue of Tickets
9.6 On the Ticket Day specified in the notice relating to the process of Tickets the Issuer of Tickets shall
issue the Ticket for each unit of security to which the process of Tickets applies. The Ticket shall
contain a serial number to be given by the Clearing House on application, the date of issue, the
name of the security, the name and the clearing number of the Issuer of Ticket and the name of
the member to whom it is to be handed over by the Issuer.
1
Regulation 11
Issue of Numbers for Tickets
9.7 The passing of Tickets shall commence on the Ticket Day at such hour as may be prescribed in the
notice in that behalf and serial numbers for Tickets shall not be issued by the Clearing House if the
request be made later than one hour after the time fixed for commencing the circulation of Tickets.
Passing of Tickets
9.8 All Tickets shall be passed from member to member in the Settling Room on the Ticket Day. Each
intermediate holder in succession to whom the Ticket is transmitted shall endorse thereon the name
of his party and pass it on to him after taking a note of his name and the relative serial number of
the Ticket. The Tickets shall be so circulated until they reach the ultimate party who shall retain
them as the Holder of Tickets.
Notice of Closing-out on Non-Receipt of Tickets
9.9 If in the case of Buyer’s Tickets the ultimate selling member and in the case of Seller’s Tickets the
ultimate buying member shall not have received a Ticket on the Ticket Day when the circulation of
Tickets shall have ceased he shall apply to the Exchange to issue a Notice of Closing-out and hand
it over to the member from whom the Ticket was required. Such notices shall pass from party to
party and each intermediate member shall endorse thereon the name of the party to whom it is
transmitted and pass it on to him.
Closing-out
9.10 The member issuing the Notice of Closing-out shall be entitled to close-out against the defaulting
party on the day fixed in the notice in that behalf in accordance with the Bye-laws and Regulations
relating to closing-out.
Making-up Prices and Differences
9.11 Accounts in respect of all contracts (including contracts in respect of which Tickets as well as
Notices of Closing-out may not have been issued) to which the process of Tickets applies shall be
temporarily adjusted at making-up prices and differences shall be paid and received by Claim
Notes (Form No. 15) and the procedure for the purpose shall be the same as that prescribed in
these Bye-laws and Regulations for the process of making-up prices.
Delivery and Payment
9.12 Delivery and payment at making-up prices in respect of contracts to which the process of Tickets
applies shall be either through or outside the Clearing House as may be directed in the notice
relating to process of Tickets.
Delivery and Payment Through Clearing House
9.13 When delivery and payment are through the Clearing House the Holders and Issuers of Tickets shall
give and take delivery of securities to or from the Clearing House and receive and make payment
thereof at making-up prices from or to the Clearing House and the procedure for that purpose
shall be the same as that prescribed in these Bye-laws and Regulations for the process of making-
up prices.
Closing-out
9.14 If the Holder or Receiver of Tickets fails to give or take delivery or makes or receive payment to or
from the Clearing House the securities shall be bought-in or sold-out on the advice of the Clearing
House in accordance with the Byelaws and Regulations relating to closing-out and the Holder or
Issuer of Tickets who is in default shall be liable for any loss arising therefrom.
Delivery and Payment Outside the Clearing House
9.15 When delivery and payment are outside the Clearing House the Holder of Tickets shall notify the
Issuer of Tickets on the day following the completion of circulation of Tickets. Thereupon delivery
and payment at the making-up price shall be effected between them on the day specified in that
behalf in the notice relating to process of Tickets and the procedure for that purpose shall be the
same as that prescribed in these Bye-laws and Regulations for delivery and payment outside the
Clearing House in respect of Cleared Securities.
Closing-out
9.16 If the Holder of Tickets fails to notify the Issuer of Tickers the Issuer shall without giving notice to the
party in default buy-in the securities on the day fixed in the notice in that behalf in accordance
with the Bye-laws and Regulations relating to closing-out. If the Holder or Issuer of Tickets fails to
give or take delivery or make or receive payment on the due date the securities shall be bought-
in or sold-out in accordance with the Bye-laws and Regulations relating to closing-out.
Application of the Process of Tickets During Crisis
9.17 If during a crisis when the market is closed and selling-out is suspended buyers require delivery of
securities the Governing Board may direct that the process of Buyer’s Tickets shall apply. In that
event Buyer’s Tickets shall be issued by the buying member proposing to take delivery and the
procedure relating to the process of Tickets provided herein shall apply subject to the following
modifications namely-
i) if the ultimate selling member fails to receive the Buyer’s Tickets he shall not issue Notice of
Selling-out;
ii) if the buying member after issuing Buyer’s Tickets fails to take up and pay for all or any of such
securities on the due date a penalty of 2 per cent on the making-up price shall be imposed
on him irrespective of any other liability; and
iii) if the Holder of Buyer’s Tickets fails to give delivery on the due date the Issuer shall buy-in on
the closing-out day fixed in the notice in that behalf even during the period the market
continues to remain closed.
Application of the Process of Tickets During Corners
9.18 (a) During a corner when the market is closed and buying-in is suspended the Governing Board
may direct that the process of Buyer’s Tickets shall apply subject to the modifications herein-
after provided.
Making-up Prices
(b) The making-up prices at which all accounts are to be temporarily adjusted shall be the average
(fractions being omitted where necessary) of the highest and lowest prices touched during
the Clearing in the course of which the market is closed.
Holder of Tickets to Notify
(c) On the day following the completion of circulation of Tickets the Holder of Tickets shall notify
the Issuer of Tickets the number of securities that he proposes to deliver.
Appointment to Tickets
(d) The Holder of Tickets shall deliver only such number of securities of which he shall have given
notice and he shall apportion such securities to each Tickets at the time of delivery by endorsing
thereon names of the transferors and the distinctive numbers of the Securities.
Delivery
(e) When the Governing Board directs delivery and payment to be made through the Clearing
House the Holder of Tickets shall deliver to the Clearing House together with the Tickets all or
such of the securities as he can deliver within the time prescribed for delivery. When payment
and delivery are directed to be made outside the Clearing House instead of securities being
attached Delivery Orders in favour of Issuer of Tickets shall be attached to the Tickets.
Return of Tickets
(f) If the Holder of Tickets has no securities to deliver he shall return the Tickets to the Issuer of
Tickets with the words “No Delivery” endorsed thereon. Such securities shall not be bought-in
until the suspension of buying-in is removed.
Payment
(g) On the Pay-in Day specified in the notice relating to process of Tickets payment to the Clearing
House (when payment and delivery are through the Clearing House) or to the Holder of Tickets
(when payment and delivery are outside the Clearing House) shall be made by the Issuer of
the Tickets at the making-up price in respect of such securities as may be delivered by the
Holder of Tickets within the time prescribed.
Selling-out
(h) If the Issuer of Tickets fails to pay for such securities such securities shall be sold-out in accordance
with the Bye-laws and Regulations relating to closing-out on the advice of the Clearing House
or at the instance of the Holder of Tickets (as the case may be) and the Issuer of Tickets shall
be liable for the loss if any arising from such selling-out.
Non-payment
(i) If the Issuer of Tickets fails to pay for the securities tendered at any time during the suspension
of buying-in or following the removal of such suspension the securities shall be sold-out against
him in accordance with the Bye-laws and Regulations relating to closing-out.
Non-Delivery
(j) If the Holder of Tickets fails to give delivery the securities in respect of which the Tickets passed
have been returned with the endorsement “No Delivery” marked thereon and which have
not been subsequently delivered shall be bought-in in accordance with the Bye-laws and
Regulations relating to closing-out as soon as suspension of buying-in is removed and the
liabilities of intermediaries shall continue during such suspension.
REGULATION 10
(Bye-law 111)
CLEARING HOUSE
Member’s Clearing Clerks
10.1 A member may nominate two clearing clerks who shall be competent to sign on behalf of such
member all Clearing Forms, vouchers, claim notes, receipts and other documents and transact on
his behalf all such business as is necessary to be transacted in all matters connected with the
operations of the Clearing House.
Attendance at Clearing House
10.2 A member who has to give or take delivery of securities, transfer deeds or any other documents or
to make or accept payments shall either attend personally in the Clearing House or be represented
by his clearing clerk at the proper time and no member shall be entitled to demand delivery of
securities, transfer deeds or any other documents or payment outside the Clearing House.
Clearing Number
10.3 A member shall be allotted a Clearing Number which must appear on all forms used by the member
in all matters connected with the operation of the Clearing House.
Clearing Forms
10.4 The Clearing Forms to be used by members shall be supplied by the Clearing House and unless
otherwise permitted no other forms shall be used.
Signing of Clearing Forms
10.5 All Clearing Forms shall be signed by the member or his clearing clerk.
Specimen Signatures
10.6 A member shall file with the Clearing House specimens of his own signature and of the signatures of
his clearing clerks. The specimen signature card shall be signed by the member and his clearing
clerks in the presence of an officer of the Exchange or of the Clearing House.
Comparison with Specimen Signatures when Necessary
10.7 When handing over securities the Clearing House shall compare the signature appearing on the
acknowledgement receipt with the specimen signature in its possession. In the case of any other
Clearing Forms the Clearing House may make such comparison in its entire discretion but it shall be
under no obligation to do so nor shall it in any manner incur any liability by reason of having done
or omitted to do so.
Charges for Clearing Forms
10.8 The Secretary shall from time to time prescribe the charges for the Clearing Forms to be supplied
by the Clearing House.
Clearing House Split and Balance Receipts
10.9 The Clearing House Split and Balance Receipts shall be in the form (Forms Nos. 51 and 52)
prescribed in the relative Regulation1 or in such other form or forms as the Governing Board may
from time to time prescribe in addition thereto or in modification or substitution thereof.
1
Regulation 11
REGULATION 11
(Bye-law 103(a), 113 and 356(vii))
CLEARING AND OTHER FORMS
Clearing Forms, Special Returns and Other Forms
11.1 The Clearing Forms, special returns and other forms referred to in these Bye-laws and Regulations
and not separately prescribed shall be in the form prescribed in Appendix A to this Regulation or in
such other form or forms as the Governing Board may from time to time prescribe in addition
thereto or in modification or substitution thereof.
APPENDIX A TO REGULATION 11 - (contd.)
CLEARING FORMS
Form No. 1
Clearance List
(Regulation No. 8.32)
Bombay, 19
To,
THE STOCK EXCHANGE CLEARING HOUSE
Clearance List showing the outstanding Transaction of _______________________________________________

(Name of Member)
for ____________________________ Clearing

Cl. No. ________________________
_________________________________________________
Name of Security ___________________________________________
Bought Cl. No. Member’s Name Sold Bought Cl. No. Member’s Name Sold

CLEARING FORMS
Form No. 3
Clearance List
Stamp Duty Rs. ___________

To,
Member’s Name ________________________ Cl. No. ______________________

________________________________________ Clearing ____________________
Name Outstanding Outstanding Entries as Total No. of Making-up Valuation

Of And And Per Securities Price Rs. Rs. N
Security Crossed-out Crossed- Instruction bought and
Purchases out Sales (ii) sold
Total No.
Total
I/We hereby solemnly declare that the above list contains a complete and true statement of my/our
transactions, and that it includes all the transactions required to be submitted to the Clearing House in
accordance with the Rules/ Bye-laws of the Association. I/We further declare that no transaction for
which an exemption is claimed under Articles 5 or Article 43 in Schedule I to the Bombay Stamp Act,
1958 as the case may be is omitted.
Member’s Signature
Stamp
Date : Duty Rs.
_______
INSTRUCTIONS
i) Stamp Duty is payable through the Clearing House in respect of all outstanding and crossed-out
transactions done in the market required to be submitted to the Clearing House in accordance
with the Bye-laws and Regulations.
ii) An entry is required to be made in respect of each transaction of purchase and sale between a
member and his constituent as principal to principal and between the constituents of a member
where the member acts as a Broker or agent. The total of such entries in respect of each security
shall be included in column 4 of the List.
iii) The Stamp Duty Clearance List together with the stamp duty paid will be forwarded to the Stamp
Office which will return the List duly stamped after verification for retransmission to the member
concerned.
Form No. 5
Tally Memo
(Regulation 8.9)
Name of Member ______________________________________________________ Cl. No.___________

(Name of Delivering Member)
Please note that I/we have to receive the undermentioned shares from you for the ___________________
_______________________________ Clearing.
Quantity Name of Security Quantity Name of Security
Cl. No. ___________ ____________________________________

(Signature of Receiving Member)
Form No. 6
Delivery Order
(Regulation 8.10)
Bombay, 19
To,
The undersigned will DELIVER the following securities in ______________________________________________

Clearing.
Cl. No. ________________ ____________________________________
(Signature of Delivering Member)
Name of Security Quantity to Deliver Name of Security Quantity to Deliver
N.B. - Figure in brackets indicates the unit of trading.

The Clearing House will accept certificates of large denominations for sub-division.
APPENDIX A TO REGULATION 11 - (CONTD.)
Form No. 7
Receive Order
(Regulation 8.10)
Bombay, 19
To,
The undersigned will RECEIVE the following securities in Clearing.

Cl. No. ________________ ___________________________________
Name of Security Quantity to Receive Name of Security Quantity to Receive
N.B. - Figure in brackets indicates the unit of trading.

The Clearing House will accept certificates of large denominations for sub-division.
APPENDIX A TO REGULATION 11 - (CONTD.)
Form No. 9
Bank Delivery Order
(Regulation 8.12)
Bombay, 19
To, THE STOCK EXCHANGE CLEARING HOUSE

THE STOCK EXCHANGE CLEARING HOUSE BOMBAY
BOMBAY 19
To, ______________________________________________________________________
Dear Sirs, (Name of Clearing Member Bank)
Please receive from __________________________________________
(Name of Clearing Member Bank) In consideration of your having delivered to the Clearing House the
the undermentioned securities on or before ___________ 19______ undermentioned securities on account of Member Broker
for ____________________________ Clearing and pay them the ______________________________ Cl. No. _____ this voucher (duly endorsed by
amount mentioned below on the Settling Day to the debit of you) if presented to the Clearing House on the _________________19________
my/our account. will be exchanged for our Pay Slip for the amount specified hereunder. The
Yours faithfully, securities will be returned, should the amount be not received by the
Clearing House on account of the said member broker 1 { or should the said
member fail to meet his liabilities in the market. }
Cl. No. ___________ (Signature of Member)
Rs. _________
For The Stock Exchange Clearing House,
Quantity in Name of Rate Rs. Amount Quantity in Name of Rate Rs. Amount
Words Security Np. words Security Np.
APPENDIX A TO REGULATION 11 - (Contd.)

Form No. 10
Bank Receiver Order
(Regulation 8.12)
Bombay, 19
To,
THE STOCK EXCHANGE CLEARING HOUSE BOMBAY
BOMBAY 19
Dear Sirs, To, _________________________________________________________________
(Name of Clearing Member Bank)
Please deliver to _____________________________________________ In consideration of your having paid the sum of Rs. ______to the Clearing
(Name of Clearing Member Bank) House the undermentioned securities on account of Member Broker
the undermentioned securities (after receipt of the amount ______________________________ Cl. No. ___ this voucher (duly endorsed
mentioned below) on or before __________19 _____ for _______ by you) if presented to the Clearing House on the, ____________, 19 _____
Clearing and credit the sum to my/our to the debit of my/our will be exchanged for the undermentioned securities. The amount will
account. be returned, should the shares be not received by the Clearing House
Yours faithfully, on account of the said member broker 1 { or should the said member
Cl. No. ___________ (Signature of Member) fail to meet his liabilities in the market. }
Cl. No. ___________ (Signature of Member) Rs. _________
Quantity in Name of Rate Amount Quantity in Name of Rate Amount

Words Security Rs. Np. words Security Rs. Np.

Form No. 11
Securities Particulars Form
(Regulation 8.14)
No._________ Bombay, ________________19____
The undersigned delivers the following securities with duly signed and witnessed transfer deeds in __________________________ Clearing
Cl. No. ______________________________________________ ___________________________________________________________
Name of Security____________________________________ (Signature of Delivering Member)
Quantity Transferor’s Name Distinctive Numbers
________________________ Receiving Clerk

Bombay 19 .

Received from ______________________________________ Cl. No. ____________ securities and transfer deeds as enumerated in his/her
Securities Particulars Form No. ___________
For The Stock Exchange Clearing House
________________________________________ ________________________________________
Receiving Clerk

Form No. 12
Clearing House Securities Particulars Form
(Regulation 8.30(b))
No. _________ Bombay, _____________ 19____

To, _______________________________________________________________________________________________ Cl. No. ________________________
(Name of Receiving Member)
Name of Security _________________________________________________________________________________ Clearing ______________________
Transferor’s Name Quantity Distinctive Numbers
Entered by ..
Bombay, _______________________ 19____
Received from the Stock Exchange Clearing House Securities with signed Transfer Deeds as enumerated in Clearing House Securities
Particulars Form No. ________________________ _________________________________

Form No. 15
Claim Note
(Regulation 8.16)
Bombay, _____________19___.
CLAIM NOTE NO. _____________________

To,
On account of the undersigned please pay to __________________________________

(Name of Member Receiving Payment)
Cl. No. ____________ in ____________________________ Clearing.
Rs. ========
Cl. No. _______________

____________________________________
(Signature of Member Making Payment)
Form No. 16
Credit Note
(Regulation 8.16)
Bombay, _____________ 19___.
CREDIT NOTE NO. _____________________
To,
On demand please pay to ___________________________________ Cl. No. ____________

(Name of Member Receiving Payment)
for the credit of _____________________________the sum of Rs. ________________________

(Name of constituent)
Rs. ========
Cl. No. _______________
____________________________________
(Signature of Member Making Payment)
APPENDIX A TO REGULATION 11 (Contd.)

Form No. 19
Statement Sheet of Differences
(Regulation 8.22)
Bombay, ____________ 19 _____.
To,

Statement Sheet of Differences ________________________________________________________ for ____________________________ clearing
(Name of Member)
Cl. No. ____________________ ____________________________________________________
(Note: All Claim Notes (Form No. 15) and Credit Notes (Form No. 16) received from members for amounts due from them should
accompany this Sheet. The Credit Notes should be entered chronologically accordingly to the Cl. No. after the Claim Notes.)
Names of Members receiving Pay on my account Names of Members making Cl. No. Receive on my account
payment Rs. Np. Payment Rs. Np
Total Debit Rs. ... Total Credit Rs. ...

Carried forward to the Balance Carried forward to the Balance
Sheet (Form No. 31) Sheet (Form No. 31)
Claim Notes checked by Castings checked by Claims Notes checked by

(1) (1) (1)
(2) (2) (2)

Form No. 20
Statement Sheet of Securities
(Regulation 8.22)
Bombay, ____________ 19 _____.
To,

Statement Sheet of Securities of _______________________________________________________________________________________________
(Name of Member)
in ____________________________ clearing.
Cl. No. ____________________ ____________________________________________________
Quantity Making-up Price Amount Due from Name of Security Quantity Making-up Amount Due to me
Rs. Np. Rs. Np.
Total Debit Rs. ... Total Debit Rs. ...

Carried forward to me Carried forward to the
Balance sheet (from No: 31) Balance Sheet (Form No. 31)

Form No. 21
1 Margin Form
(Regulation 4.2)
Bombay, 19 .
To,
Daily Business Statement of ______________________________________________ Cl. NO. _______ ____________________________
(Name of Member) Signature of Member
CLEARING POSITION AT DAY’S TRANSACTIONS CLEARING POSITION AT CLOSE OF DAY

Outstanding Outstanding Outstanding In the Market Put through OF THE NAME OF Outstanding Outstanding Outstanding Aggregate
Position in Position Position Between MEMBER SECURITY Position in Position of Position of Business
the Market Adjusted Member on constituent ON HIS the Market adjusted Member on Outstanding
among his own and OWN among his own on Account of
constituent personal entered PERSONAL Constituents personal Constituents
and against account into by ACCOUNT and against Account and on
Business of Member Business of Position of
Member on with his Member on Member of his
his own constituent his own own
personal as principal personal personal
account to principal Account Account
Net Net Net Net Day’s Day’s Day’s Day’s Net Net Net Net Aggre. Aggree.
Purch- Sales Purch- Sales Purc- Sales Purc- Sales Purch- Sales Purch- Sales Pur. Sales
ases ases hase hase ases ases Co. 13+14
12+14
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18

Form No. 22
1 Statement Sheet of Securities
(Regulation 4.5)
____________________ 19 .
Daily Margin Form of _______________________________________________ Clearing No. _________
______________________
Aggregate Outstanding
sales
(Column 18 of Form 21)
Aggregate Making-up Value Amount Less: Amount of Name Total (other Balance Making- Value Amount Less: Amount
outstanding Price Rs. of daily Amount of daily of than Cols.8-9 up Price Rs. of daily Amount of
Purchases Margin daily Margin Security short Margin of daily daily
(column 17 of Rs. Margin payable sales for Rs. Rs. Margin Margin
form 21) Rs. previously Col. 4-5 which previ- payable
paid Rs. Nos. ously Col. 4-5
Rs. given as paid Rs.
Per form Rs.
No.11
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
Carried Total Total brought over from

15 Rs. Total
over to column Total Amount of Daily Margin
column 6
Payable Rs.

Form No. 23
1 Margin Form
(Regulation 4.13)
_____________________________ 19 .
Interim Margin Form of ________________________________ for ________________________ Clearing
Clearing No. _____________________ _________________________________________

Amount of Aggregate Outstanding sales Amount of

Interim
Aggregate Interim Interim Margin (Column 18 of Form 21) Interim Margin
Name of Margin
Outstanding Margin on Aggregate on Balance
Total (Other than Rate
Outstanding Security Outstanding
Purchases Rate short Balance
Rs. Purchases Sales
for which Nos. Cols. Rs.
Rs. Rs.
given) (5-6)
as per Form No.
11
(1) (2) (3) (4) (5) (6) (7) (8) (9)
Total Carried Total

over to column 9 Rs.
Total brought over from
column 3
Total Amount of Interim Margin
Payable Rs

Form No. 24
1 Margin Form
(Regulation 4.21)
__________________________ 19 _________
Carry-over Statement of _____________________ for _________________________________ Clearing
Clearing No. __________________________
________________________________
Carry-over with Carry-over put Carry-over by

Aggregate sales
other Members through between Members on Aggregate Value of
Carried-over (Mandi Badla)
in constituents and his own Purchases Aggregate
(Column 2+3)
the Market entered into by personal Carried over Making- purchases NAME OF
Total
members with Account (Teji Badla) up carried SECURITY
Pur- Sale his constituents Pur- Sale Col. 1+3 Price over Sales (other Balance Making- Value of
chases as principal to chases Rs. as per than short) Sales up Price Balance
principal Col. 6 Rs. for Carried- Rs. Sales
which Nos. over Carried-
given as per Col. over
Form No. 11 10-11 as per Col.
12
1 2 3 4 5 6 7 8 9 10 11 12 13 14
Total carried Total
over to
column 14
column 8 Total brought over from
Grand Total
Additional Carry-over Margin
Due Rs.
Less: Amount of Additional Carry-over Margin paid inthe previous
Clearing Rs.
Amount of Additional Carry-over Margin
Payable Rs.

Form No. 25
1 Margin Form
(Regulation 4.17)
To,
Bombay ________________ 19
Carry-over Margin Form of ______________________________________________ for ________________________________________ Cleraring
Clearing No. ________________________ ________________________________

Aggregate Carry-over Amount of Carry-over NAME OF Aggregate Sales Carry-over Amount of Carry-over
Purchases Carried Margin Rate Margin on Aggregate SECURITY Carried-over(other than Margin Rate Margin on Sales
over(Column 6 of Rs Purchases Carried over those for Rs Carried-over as
which Nos. given as per per Column 5
Form No. 24) Rs.
Form No. 11) (Column 12 (Rs.)
of
Form No. 24)
1 2 3 4 5 6 7
Total transfered Total
to column 7 Rs. Total transfered from column 3 Rs.
Total Amount of Carry-over Margin Payable transfered
to the Balance Sheet (Form No. 31) Rs.
Form No. 28
Notice of Non-Delivery
(Regulation 8.27)
B o m b a y _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 19____.
To,
I/We have failed to deliver this day the following securities as per Delivery Order Dated __________________
19 in _________________________ Clearing and therefore instruct you to Debit my/our account with the
value thereof as provided in the Stock Exchange Bye-laws and Regulations.
_____________________________ Security _________________________________________
(Quantity) (Name of Security)
@ ______________________ Rs. __________________________________________________
(Making-up Price) (Total value of Securities)
Cl. No. _______________________ __________________________________

(Signature of Delivering Member)
Form No. 29
Notice of Non-Payment
(Regulation 8.27)
Bombay _______________ 19___.
To,
I/We have failed to receive this day the following securities as per Receive Order Dated ______________
19 in _________________________ Clearing and therefore instruct you to CREDIT my/our account with the
value thereof as provided in the Stock Exchange Bye-laws and Regulations.
______________________________ Security _________________________________________
@ ____________________________ Rs. ______________________________________________
(Making-up Price) (Total value of Securities)
Cl. No. ____________ ________________________________________


Form No. 31
Balance Sheet

Bombay, ____________ 19 .
To,
Balance Sheet of __________________________________________________ for _____Clearing.
Cl. No. ____________________ ________________________

Debit Credit
Rs. Np. Rs. Np.
Form No. 19
Form No. 20
* Total DEBIT Rs.
Balance payable
by the Clearing Rs.
House
Total Rs.
* Total DEBIT as
above _________
Amount paid to
Bank against
shares delivered
by them as per
Form No. 9 (Red)
Value of shares
not delivered to
the Clearing
House as per Form
No. 28
Total Rs.
Balance being
the amount of
DRAFT sent Rs.
Total Rs.
B/F checked by _________________________________
Castings checked by ____________________________

Form No. 34
Draft
(Regulation 8.28(b))
No. _________________ No. _____________________ Bombay, 19 .

19 To,
____________________
____________________
On demand please pay to the Order of
____________________
____________________ (Name of Prescribed Bank)

Rs. for the Credit of
____________________ ________________________________________________________________________________
the sum of Rupees ______________________________________________________________
Rs. ___________________ _______________________________________________
Accepted

Form No. 36
Clearing House Delivery Order
(Regulation 8.40)
Bombay, _______________ 19 .
To,
____________________________
(Name of Receiving Member)
Dear Sir/s,
Please receive _______________________ Security ____________________________________________________

From ___________________________________________________________________@ Rs. _____________________

the Making-up Price fixed by The Stock Exchange.
_______________________________
Form No. 41
Buyer’s Ticket
(Regulation 9.2)
Ticket No. __________________________________________________ Names of Members to whom the Ticket is passed in

succession
____________________________________________________________ 1 2 3
(Name of Security)
____________________________________________________________
(RECEIVING MEMBER)
____________________________________________________________
(Name of Member issuing the Ticket)
Cl. No. _____________________________________________________
____________________________________________________________
(DELIVERING MEMBER)
____________________________________________________________
(Name of Member retaining the Ticket)
Cl. No. _____________________________________________________

Form No. 42
Seller’s Ticket
(Regulation 9.2)
Names of Members to whom the Ticket is passed in succession

1 2 3
Ticket No. ________________________________________________
___________________________________________________________
(Name of Security)
__________________________________________________________
(DELIVERING MEMBER)
__________________________________________________________
(Name of Member issuing the Ticket)
Cl. No. ___________________________________________________

Form No. 43
Ticket Holder’s Clearance Sheet
(Regulation 9.13)
Bombay, 19 .
To,
I/ We have retained the Tickets noted below in respect of the securities that I/we have undertaken to deliver/ receive in Clearing
____________________________________
Clearing No. ________________________ __________________________________________

Name of Security ________________________________________________________

(Note : This form should accompany Delivery/ Receive Order Form No. 6/7)0
Quantity of Tickets Name of Members Issuing the Tickets Total Nos.


Form No. 44
Ticket issuer’s Clearance Sheet
(Regulation 9.13)
Bombay, 19 .
To,
I/ We have issued the Tickets noted below in respect of the securities that I/we have undertaken to receive/give in Clearing _________
Clearing No. ____________________ _____________________________________________________

Name of Security ______________________________________________________
(Note : This form should accompany Receive/Delivery Order Form No. 7/6)
Quantity of Tickets Tickets Nos.


Form No. 46
Special Clearance Sheet
(Bye-law 356(vii))
Bombay, _________________ 19.
To,
Special Clearance Sheet of ____________________________________________________________________ Cl. No. ______
____________________________________
Name of Security ______________________________________________________________________________
Quantity Constituent’s Name Quantity Constituent’s Name Transferor’s Distinctive Nos. of Securities
Bought Sold Name
Note: 1. When a purchase or sale is on the member’s own account, the word “Self” should be inserted in the “Constituent’s column.
2. When securities are sold short, the words “Short Sales” should be inserted in the “Distinctive Nos. of Securities” column.
Regulations The Stock Exchange, Mumbai 384
Form No. 47
(Bye-law 356(vii))
Bombay, __________________ 19 .
To,
Special Clearance Sheet of _______________________________________________________________________

(Name of Member)
Cl. No. _______________________ __________________________________
Name of Security _____________________________________
Column Total number of securities to Total number of securities to Column

No. 1 betaken delivery of from the be delivered to the market No. 2
market according to Clearance according to Clearance List
List Form No. 1____________ Form No. 1 ______
Total Sales of the Member on Total Sales of the Member on Column

Column his own account and on behalf his own account and on No. 4
No. 3 of his constituents _____________ behalf of his constituents _____
Cols. 1+3 Total _________________ Cols. 2+4 Total _______________
(Note: The total of Columns Nos. 1 and 3 should equal the total Columns Nos. 2 and 4)
Column Total number of securities sold excluding short sales _________________

No. 5 (Note : The distinctive numbers of these securities should be furnished in
Securities Particulars Form No. 11)
Column Total number of securities sold short ________________

No. 6
Column Total sales (that is, total of Columns No. 5 and 6)

No. 7 (Note: The total appearing in this column should
tally with that in Column No. 3) ________________

Form No. 48
(Bye-law 356(vii))
Bombay, ________________ 19 .
To,
I/We have sold and bought today the following securities against the outstanding transactions
of my/our constituents.
Cl. No. _____________________
_____________________________________
Name of Security ________________________________________
Particulars _______________ securities in all sold today against the outstanding purchase of constituents :
(Total No.)
Quantity Constituent No. Name of Buying Member Cl. No. of Buying Member
Total
Particulars ________________ securities in all bought today against the outstanding sales of constituents.
(Total No.)
The distinctive numbers of these securities are given in Special Clearance Sheet No. 35 for cancellation:
Quantity Constituent No. Name of Buying Member Cl. No. of Buying Member
Total
N.B.
1. Particulars of transactions not done in the market but put through directly between two constituents
should be included in this Form. In that event the buying Constituent’s No. should appear in the
“Name of Buying Member” column and the selling Constituent’s No. should appear in the “Name
of Selling Member” column.
2. If a new purchase has been made the word “Delivery” (and not a new Constituent’s No.) should
be inserted in the “Constituent No.” column.

Form No. 49
(Bye-law 356(vii))
Bombay,
_____________________ 19 .
To,
As stated in Special Clearance Sheet No. 48 the undersigned has/have bought today _______________________________ securities in all
(Total No.)
crossing-out the outstanding sales other than short sales. The distinctive numbers of the following securities registered with you may be
cancelled as these securities do not remain to be delivered in the Clearing against the outstanding sales.
Clearing No. ___________________ ________________________________
Name of Security _______________________________________________
Distinctive Numbers

Form No. 51
Clearing House Split Receipt
(Regulation 10.9)
Bombay, 19 .
This Receipt, issued to __________________________________________

Broker No. _____________
Ordy.
represents Defd. Share(s) numbered _____________________________________________________ (inclusive)
Pref.
standing in the name(s) of _________________________________________________________________________
in the Books of the ___________________________________________
The original certificate No. _______________ is lodged with the said Company for split ting.
Allotment Letter
____________________________
Manager
This Split Receipt is available for three months only from the date of issue.
The Clearing House will not hold itself responsible for the safe custody of the above mentioned Shares
Certificates if they are not taken delivery of within three months from the date of issue.
(P.T.O.)
___________________________________________________________________________________________________
(To be printed on the reverse of the Split Receipt)
Signature _____________________________________________
Member, The Stock Exchange, Bombay

Form No. 52
Clearing House Split Receipt
(Regulation 10.9)
Bombay, 19 .
This Receipt, issued to _____________________________________________________________________________

Broker No. ______________
Ordy.
represents Defd. Share(s) numbered _______________________________________________ (inclusive) stand-
Pref.
ing in the name(s) of _______________________________________________________________________________
______________________________________________________________________________________ in the Books
of the ____________________________________________________________________________________________
The original certificate No. _________________________________ is lodged with the said Company for split
Allotment Letter
ting.
_____________________________
Manager
This Split Receipt is available for three months only from the date of issue.
The Clearing House will not hold itself responsible for the safe custody of the above mentioned Shares
Certificates if they are not taken delivery of within three months from the date of issue.
(P.T.O.)
(To be printed on the reverse of the Split Receipt)
Signature ______________________________________________
Signature of Shareholder
REGULATION 12
(Bye-law 143, 144, 148(a) and 149)
Promissory Notes Good Delivery
12.1 In the case of Government Securities Promissory Notes transferable by endorsement shall consti-
tute good delivery unless there is a condition in the contract for delivery of stocks or bearer
bonds.
Delivery of Promissory Notes in Prescribed Lots
12.2 Unless otherwise stipulated when entering into the bargain Promissory Notes shall be tendered in
the following lots namely -
(i) one piece or more (on any denomination) not exceeding ten in all when the transaction is
for Rs. 25,000 or less;
(ii) pieces of Rs. 25,000 each when the transaction is in multiples of Rs. 25,000; and
(iii) one piece for every Rs. 25,000 and one piece or more (of any denomination) not exceeding
ten in all for the remainder when the transaction is in a lot exceeding Rs. 25,000 and not in
multiples thereof.
Promissory Notes When Bad Delivery
12.3 Promissory Notes shall not be deemed good delivery –
(i) if the endorsement thereon are not valid, regular and in proper form; or
(ii) if there is a cross endorsement; or
(iii) if the interest is left undrawn for more than one year; or
(iv) if the interest payable on or after the due date of delivery is drawn by the seller when he is in
default; or
(v) if the interest is not payable in Bombay unless when the interest is not so payable a Public
Debt Office has certified or affixed its stamp on the Promissory Notes that the documents
required to be registered in connection with any endorsements appearing thereon have
been duly registered with it.
Renewal Fees for Government Securities
12.4 In the case of Government Securities the buyer is entitled to claim from the seller the amount of
the renewal fees -
(i) when there are less than three blank cages for endorsement on the back of the Promissory
Note; or
(ii) When there are more than two enfacements for payment of interest; or
(iii) When there are six or less than six half-yearly interest column blank if the latest date of matu-
rity exceeds three years; or
(iv) When the number of half-yearly interest column blank is less than the number of half yearly
interest periods upto the latest date of maturity if such date does not exceed three year.
Bearer Certificates when Good Delivery
12.5 In the case of bearer securities bearer certificates shall constitute good delivery provided -
(i) the coupon sheets are attached to the certificates;
(ii) the certificates tendered in the case of other than Government Securities are in the lots
prescribed for Promissory Notes; and
(iii) the Certificates tendered in the case of other than Government Securities are in lots of
trading unit.
Certificates Accompanied by Transfer Deeds Good Delivery
12.6 In the case of securities other than Government Securities and bearer securities certificates
accompanied by duly executed transfer deeds shall constitute good delivery.
12.7 (a) Allotment Letters shall be accepted in lieu of certificates provided Allotment Letters duly
discharged by the allottees together with application receipts duly discharged wherever
required by the Company are tendered in the case of securities whose Allotment Letters do
not call for further monies and are accepted by the Company for registering transfers.
Allotment Receipt
(b) Where allotment monies are called for in the Allotment Letters such allotment letters shall be
accompanied by properly discharged Allotment Receipts.
When Allotment Letters Cease to be Good Delivery
(c) Unless otherwise directed by the Governing Board or the President in any particular case
Allotment Letters shall continue to be good delivery till the certificates are issued by the
Company.
Split and Transfer Receipts When Good Delivery
12.8 Split Receipts issued by the Clearing House and by Companies and Pucca Transfer or Transmission
Receipts issued by Companies complying with such conditions as the Governing Board may from
time to time determine and duly discharged where necessary shall be accepted in lieu
of certificates as good delivery for such period from the date of issue as the Governing Board or
the President may from time to time fix and notify in that behalf.
Certified Transfers
12.9 (a) Certified transfers shall constitute good delivery when so directed by the Governing Board.
Mode of Certification
(b) The Certification on the transfer deed may be by the Clearing House or by the Company
concerned. It shall state the distinctive numbers of the securities covered by the transfer
deed and it shall also state in clear and definite terms that the certificate relating to such
securities has been forwarded to or lodged with the Company. Transfer deeds with any mode
of conditional certification are not good delivery.
Date of Certification
(c) All certified transfer deeds shall bear the date of certification.
Particulars to be Filled in Transfers
(d) In the case of all certified transfers the full name and address of the transferor shall be
mentioned in the body of the transfer as also the distinctive numbers of the securities.
Otherwise they shall not be good delivery.
Delivery in Prescribed Lots
12.10 (a) Unless otherwise directed by the Governing Board or stipulated when entering into the
bargain one certificate for the exact amount of the trading unit or two or more certificates
making up in the aggregate the trading unit or where the contract is for an odd lot
certificates making up in the aggregate the odd lot may be delivered in settlement of
contracts in securities (other than Government Securities and bearer securities) but the transfer
deeds delivered shall be for the exact amount of the trading unit and where the contract is
for an odd lot for the exact amount of the odd lot or for smaller amounts making up in the
aggregate the odd lot.
Delivery Member to Pay Extra Stamp and Transfer Charges
(b) When smaller amounts than the trading unit or the odd lot are delivered as provided in
sub-clause (a) the delivering member shall pay the additional stamp duty and transfer fees
and the consolidation fees to consolidate the certificates into the trading unit of the exact
amount of the odd lot as the case may be.
Certified Transfers, Split Receipts and Allotment

Letters to be in Trading Unit
(c) The provisions relating to trading units contained in sub-clauses (a and b) shall also apply to
Certified Transfers, Split Receipts issued by the Clearing House, Split or Transfer or Transmission
Receipts issued by Companies and Allotment Letters delivered in settlement of contracts as
provided in these Bye-laws and Regulations.
Renewal Fees for Securities

(Other than Government Securities)
12.11 In the case of securities (other than Government Securities) when a fee is charged by any
Company for a new certificate in lieu of an old one either worn out or incapable of carrying
further endorsements the fee shall be payable by the seller.
Stipulation Regarding Registration of Partly Paid Securities
12.12 (a) In all transactions for partly paid securities entered into subject to the stipulation that the
buying member shall have the securities registered in the name of the transferee the delivering
member shall deliver the necessary transfer forms to the receiving member within seven days
from the date of sale. The transfer forms duly executed by the transferee shall be returned
within seven days of the date of such delivery. Thereupon the delivering member shall request
the Clearing House to lodge the documents with the Company for transfer which shall be at
the buyer’s risk and cost and obtain payment from the receiving member against delivery to
the Clearing House.
Deposit and Selling-out on Failure to Return Executed Transfers
If the duly executed transfer deeds be not returned before the due date as provided herein the
receiving member shall pay to the delivering member the price of the securities on the delivering
member depositing the certificates with the Clearing House. If within fifteen days of such payment
and deposit the duly executed transfer deeds be not returned the delivering member shall be
entitled to sell-out the securities against the receiving member in accordance with the Bye-laws
and Regulations relating to closing-out.
Disputes relating to Good or Bad Delivery
12.13 If any documents be considered doubtful or defective by the member receiving delivery whether
through or outside the Clearing House the defects shall be stated specifically on a memorandum
and the documents returned to the delivering member 1 {during office hours within two working
days including} the day on which delivery is received or by such other time and/or day as the
Governing Board may from time to time fix in that behalf. In case of Cleared Securities
the documents may be so returned to the Clearing House which shall inform the delivering member
immediately. When the documents are not so returned the receiving member shall have recourses
against the delivering member only in accordance with the Bye-laws and Regulations relating to
Documents and Regulation.
Arbitration
12.14 If the objection raised or defects pointed out by the receiving member be not accepted by the
delivering member two or more members of the Arbitration Committee shall adjudicate in the
dispute on the same day or as soon thereafter as possible. In such case it shall not be necessary
to give to the parties the usual two days’ Notice of hearing.
1
Amendment by Governing Board resolution dated 11-06-96 and approved by SEBI on 27-02-97
REGULATION 13
(Bye-laws 168(b))
CLOSING-OUT
Closing-out
13.1 Closing-out will be effected against the defaulting party in accordance with the Bye-laws and
Regulations relating to closing-out if on the due date -
(i) the delivering member fails to deliver securities; or
(ii) the receiving member fails to make payment for securities; or
(iii) the receiving member fails to issue a Receive and Pay Order for securities; or
(iv) the ultimate party fails to receive the Ticket when the ordinary process of Tickets applies; or
(v) the Issuer of Tickets fails to receive notice from the Holder of Tickets intimating that he is the
Holder; or
(vi) the buying member fails to return the completed transfer deed when partly paid securities
have been sold subject to such stipulation; or
(vii) the delivering member fails to remove the defects tainting any documents delivered by
him or fails to replace such defective documents; or
(viii) the delivering member fails to deliver the rights or bonus issue so deliverable under these
Bye-laws and Regulations on a cum rights or cum bonus transaction.
Notice of Closing-out When Not Necessary
13.2 No notice of closing-out shall be necessary and securities shall be bought-in or sold-out against
the defaulting member -
(i) on the advice of the Clearing House on the Settling Day if a member fails to pay within the
prescribed time for the securities that are to be received by him or to deliver the securities
that are to be delivered by him in accordance with the clearing forms lodged by him with
the Clearing House;
(ii) on the day prescribed in the notice in that behalf if so advised by the Issuer of Tickets who has
not received notice from the Holder of Tickets intimating that he is the Holder.
In such cases no notice of closing-out shall be given to the defaulting member but a notice
shall be posted on the notice board of the Exchange showing the total quantity of each kind
of security to be bought-in or sold-out.
REGULATION 14
(Bye-laws 205, 220, 221(a) and 222)
Brokerage
14.1 Brokerage shall be charged by members at rates not exceeding the scale prescribed in Appendix
A to this Regulation or such other scale as the Governing Board may from time to time prescribe
Contract Notes
1
14.2 Contract Notes issued by members to constituents when acting for them as agents and when
dealing with them as principals shall either be in physical and/or electronic form in accordance
with Form A and Form B respectively prescribed in Appendix B to this Regulation or in such other
form or forms as the Governing Board and/or the Executive Director and Chief Executive Officer
may from time to time prescribe in addition thereto or in modification or in substitution thereof.
3
The mechanism of record keeping of electronic contract notes in a soft non tamperable form
shall be prescribed by the Executive Director & Chief Executive Officer, from time to time, in
compliance with the provisions of the IT Act, 2000.
2
14.2.1 Members shall, while issuing contract notes in accordance with Regulation 14.2 to their constituents
when acting for them as agents and when dealing with them as principals, be entitled to and
may add such relevant details as they so deem fit to make it a contract note cum bill. Provided,
however, that the content of the contract note as so prescribed by the Governing Board from
time to time shall not be diluted.
4
14.3 (Deleted)
1
Amended as per Governing Board Resolution dated 20.09.2003
2
Added Governing Board Resolution dated 24.10.2002
3
4
Deleted by Governing Board Resolution dated 03.06.20006
1
(APPENDIX ‘A’ TO REGULATION 14)
(Regulation 14.1)
Official Scale of Brokerage
Brokerage Rs.
on Face Value
i) Securities of the Government of India and
State Government of face value -
a) under Rs. 10,00,000/- 0.50%
b) Rs. 10,00,000/- or over 0.25%
ii) Loans and Debentures of Port Trusts, Municipal

Corporations and similar other bodies 0.50%
iii) Shares and/or Debentures of Joint 0.25 per

Stock Companies share/ Debenture or 2.5% of
the contract price per
share/ Debenture
whichever is higher
2
iv) Deleted
v) The scale prescribed in (i) to (iv) above is exclusive of service charges and does
not apply to underwriting or the placing of new issues.
1
Last amended vide Governing Board Resolution dated 8.04.1993
2
Deleted by Governing Board Resolution dated 8.03.1997
APPENDIX - B TO REGULATION 14 Form A

Contract Note - 1Form A (Regulation 14.2)
SUBJECT TO MUMBAI JURISDICTION
Contract Note issued by Members acting for constituents as Brokers and Agents
Name of Member/Firm Contract Note No:

Address of the Member Trade Date :
Clearing Number of the Member Settlement No :
SEBI Registration Number . Settlement Date :
To : Name of the Constituent To be Stamped as per the

Address of the Constituent provisions applicable under the
Unique Client Code Relevant Stamp Act.
PAN No. of Constituent :
Sir(s),
I/We have done today the following transactions against your order:
“
Securities BOUGHT for you for ______ Delivery/Clearing” Securities SOLD for you for ________ Delivery/Clearing”
Order Order Trade Trade Qty. Kind of Purchase Brokerage Rate Plus Amount Qty. Kind of Sale Brokerage Rate Minus Amount
No. Time No. Time Security Rate Brokerage Security Rate Brokerage
Add/less other charges/levies:

Net Amount Due from you/to us:_____
1. This Contract is made subject to the Rules, Bye-laws and Regulations and usages of Bombay Stock Exchange Limited.
2. Brokerage has been charged as stated above at rates not exceeding the official scale of brokerage.
3. This contract is subject to the jurisdiction of the Courts in Mumbai.
4. In the event of any claim (whether admitted or not) difference or dispute arising between you and me/us out of these transactions the matter shall be referred
to arbitration in Mumbai as provided in the Rules, Bye-laws and Regulations of Bombay Stock Exchange Limited
5. This contract constitutes and shall be deemed to constitute as provided overleaf an agreement between you and me/us that all claims (whether admitted
or not), differences and disputes in respect of any dealings, transactions and contracts of a date prior or subsequent to the date of this contract (including
any question whether such dealings, transactions or contracts have been entered into or not) shall be submitted to and decided by arbitration in Mumbai as
provided in the Rules, Bye-laws and Regulations of Bombay Stock Exchange Limited.
6. The provisions printed overleaf form a part of the contract.
Yours faithfully,
Place :
Dated: Trading Member(s) of the Bombay Stock Exchange Limited
PAN No. of Trading Member
Name of the Partners / Proprietor / Authorized Signatory
1
Inserted by Board of Directors Resolution dated 03.06.2006
APPENDIX - B TO REGULATION 14 Form B

Contract Note - 1Form B (Regulation 14.2.1)
Contract Note issued by Members dealing with constituents as Principals
Name of Member/Firm
Address of the Member
Clearing Number of the Member
SEBI Registration Number .
To : Name of the Constituent

Address of the Constituent To be Stamped as per the
PAN No. of Constituent : provisions applicable under
the Relevant Stamp Act.
Sir(s),
I/We have this day entered into the following transactions with you as PRINCIPAL(S) TO PRINCIPAL(S):
“Security BOUGHT FOR you for _______ Delivery/Clearing” “Security SOLD FOR you for _______ Delivery/Clearing”
Quantity Kind of Security Rate Amount Quantity Kind of Security Rate Amount
Add/less other charges/levies

Net Amount Due from you/to us:________________
3. In the event of any claim (whether admitted or not) difference or dispute arising between you and me/us out of these transactions the matter shall be
referred to arbitration in Mumbai as provided in the Rules, Bye-laws and Regulations of Bombay Stock Exchange Limited.
4. This contract constitutes and shall be deemed to constitute as provided overleaf an agreement between you and me/us that all claims (whether
admitted or not), differences and disputes in respect of any dealings, transactions and contracts of a date prior or subsequent to the date of this
contract (including any question whether such dealings, transactions or contracts have been entered into or not) shall be submitted to and decided by
arbitration in Mumbai as provided in the Rules, Bye-laws and Regulations of Bombay Stock Exchange Limited.
5. The provisions printed overleaf form a part of the contract.
Yours faithfully,
Place :
1
APPENDIX - B TO REGULATION 14 Form AA

Contract Note - 1Form AA (Regulation 14.2.1)
Contract Note issued by Members acting for constituents as Brokers and Agents
Name of Member/Firm
Contract Note No:
Address of the Member
Clearing Number of the Member
Trade Date :
SEBI Registration Number . Settlement No :
Settlement Date :
To : Name of the Constituent
Address of the Constituent To be Stamped as per the
Unique Client Code provisions applicable under
PAN No. of Constituent: the Relevant Stamp Act.
Sir(s),
I/We have done today the following transactions against your order:
BOUGHT FOR YOU SOLD FOR YOU
Order Order Trade Trade Security Quantity Gross Rate Total Brokerage Service Securities Security Quantity Gross Rate Total Brokerage Service Securities
No. Time No. Time Per Security Tax Transaction Per Security Tax Transaction Tax
(Purchase Tax (Sale rate)
rate)
(Rs.) (Rs.) (Rs.)
Add/less other charges/levies:
Net Amount Due from you/to us:_____

2. Brokerage has been charged as stated above at rates not exceeding the official scale of brokerage.
4. In the event of any claim (whether admitted or not) difference or dispute arising between you and me/us out of these transactions the matter shall be
referred to arbitration in Mumbai as provided in the Rules, Bye-laws and Regulations of Bombay Stock Exchange Limited
5. This contract constitutes and shall be deemed to constitute as provided overleaf an agreement between you and me/us that all claims (whether
admitted or not), differences and disputes in respect of any dealings, transactions and contracts of a date prior or subsequent to the date of this contract
(including any question whether such dealings, transactions or contracts have been entered into or not) shall be submitted to and decided by arbitration
in Mumbai as provided in the Rules, Bye-laws and Regulations of Bombay Stock Exchange Limited.
6. The provisions printed overleaf form a part of the contract. Yours faithfully,
Place :
1
248. (a) All claims ( whether admitted or not ) difference and disputes between a member and a non-member or non-members (the terms ‘non-member’ and ‘non-
members’ shall include a remisier, authorised clerk, a sub-broker who is registered with SEBI as affiliated with that member or employee or any other person with
whom the member shares brokerage) arising out of or in relation to dealings, transactions and contracts made subject to the Rules, Bye-laws and Regulations
of the Exchange or with reference to anything incidental thereto or in pursuance thereof or relating to their construction, fulfillment or validity or in relation to the
rights, obligations and liabilities of remisiers, authorised clerks, sub-brokers, constituents, employees or any other persons with whom the member shares broker-
age in relation to such dealings, transactions and contracts shall be referred to and decided by arbitration as provided in the Rules, Bye-laws and Regulations
of the Exchange.
Contract Constitutes Arbitration Agreement

(b) An acceptance whether express or implied of a contract subject to arbitration as provided in sub-clause (a) and with this provision for arbitration incorporated
therein shall constitute and shall be deemed to constitute an agreement between the member and the nonmember or non-members concerned that all claims
(whether admitted or not), differences and disputes of the nature referred to in sub-clause (a) in respect of all dealings, transactions and contracts of a date
prior or subsequent to the date of contract shall be submitted to and decided by arbitration as provided in the Rules, Bye-laws and Regulations of the Exchange
and that in respect thereof any question whether such dealings, transactions and contracts have been entered into or not shall also be submitted to and
decided by arbitration as provided in the Rules, Bye-laws and Regulations of the Exchange.
Time period for filing of Arbitration Reference:

252 (2) The Arbitrators shall not take cognizance of any claim, complaint, difference or dispute unless the same has been received by the Exchange within six months
from the date of the transaction or from the date on which the client claims to have given the instruction / order to buy or sell a security or from the date on
which the client claims to have paid money or given a security, whichever is earlier. Any dispute as to whether a claim, complaint, difference or dispute falls
within the ambit of this clause shall be decided by the Arbitrators.
Provided that the Governing Board or the Executive Director may, from time to time, appoint a Committee to amicably settle all claims, complaints, differences
and disputes that are referred to it.
Provided further that when such claims, complaints, differences and disputes are referred to the aforesaid Committee, the time taken in amicable settlement
of such claims, complaints, differences and disputes shall be excluded while computing the period of limitation.
Award Binding on Parties and their Representatives

257. The parties to the reference shall in all things abide by and forthwith carry into effect the award of the arbitrators which shall be final and binding on the parties and
their respective representatives notwithstanding the death of or legal disability occurring to any party before or after the making of the award and such death or
legal disability shall not operate as a revocation of the reference or award.
Operation of Contracts
274. All dealings, transactions and contracts which are subject to the Rules, Bye-laws and Regulations of the Exchange and every arbitration agreement to which the
Rules, Bye-laws and Regulations of the Exchange apply shall be deemed in all respects to be subject to the Rules, Bye-laws and Regulations of the Exchange and shall
be deemed to be and shall take effect as wholly made, entered into and to be performed in the city of Bombay and the parties to such dealings, transactions,
contracts and agreements shall be deemed to have submitted to the jurisdiction of the Courts in Bombay for the purpose of giving effect to the provisions of the Rules,
Bye-laws and Regulations of the Exchange.
Appeal against Arbitral Award

274A. (3) A party dissatisfied with an Award may appeal to the Appeal Bench against such Award within 15 days of the receipt of such award.
Please rectify your trades on the BSE website at www.bseindia.com
1
Inserted by Governing Board Resolution dated 03.06.2006. Select Arbitration clauses as above form part of each cotract note (form A, B, and AA).
1
REGULATION 15
(Bye-law 263)
Forms
15.1 The forms to be used in connection with a reference to arbitration under the provisions of the
Rules, Bye-laws and Regulations of the Exchange shall be such as are prescribed in Appendix A to
this Regulation or such other forms as the Governing Board may from time to time prescribe in
addition thereto or in modification or substitution thereof.
Application for Arbitration
15.2 In every case when a claim, difference or dispute required to be referred to arbitration under the
Rules, Bye-laws and Regulations of the Exchange has arisen any of the parties concerned may
submit to the Exchange an application for arbitration (Form No.1 & Form No.1A) stating therein
the value of the claim for jurisdiction.
Pecuniary Jurisdiction of Arbitral Tribunals
15.2 A (i) All references for the claims, the amount or value of the subject matter of which does
not exceed Rs.1,00,000/- (Rupees One Lakh only) shall be referred to a sole arbitrator.
(ii) All references for the claims, the amount of which exceed Rs.1,00,000/- (Rupees One
Lakh only) shall be referred to the three arbitrators.
(iii) The pecuniary limits of the Arbitral Tribunals shall be as may be decided upon by the
Governing Board from time to time.
Nomination and Notice of Appointment
15.3 An application for arbitration shall be accompanied by -
1
(i) In the case of a sole arbitrator, duly completed notice (Form No.2) proposing three names
for appointment as arbitrators, from the panel of arbitrator(s) prepared by the Governing
Board, and calling upon the other parties to consent to the appointment of any of them as
an arbitrator.
(ii) In the case of three arbitrators duly completed notice (Form No.2A) appointing an arbitrator
from the approved panel of arbitrator(s) and calling upon the Respondent(s) to appoint an
arbitrator from the approved panel of arbitrator(s) (attached therewith) within seven days
of the receipt of the notice.
(iii) concise statement of the case in triplicate including statement of account, bills, contracts,
documents pertaining to receipt/ delivery of shares in triplicate ; and
1
Substituted by Governing Board vide Resolution dated 17.06.2003
(iv) In case of claim for amount above Rs.10,000/- or claim against a defaulter, copy of Income
Tax Return, PAN No., Balance Sheet duly certified by a Chartered Accountant.
(v) Institution and Arbitration Fees.
(vi) An accurate list of the documents produced.
Reply to Arbitration and Counterclaim
15.4 On receipt of an application for arbitration the exchange shall forward (Form No. 3/3A) the
notice of appointment or the proposed names of the arbitrators together with a copy of the
statement of the case including a copy of the statement of account to the other party or parties
to the claim, differences or dispute. The other party or parties shall within 1{ten} days after service
of written notice of appointment or within such extended time as the executive director may on
application of the other party or parties allow, forward to the exchange a reply to the application
(Form No. 4 & 4A) accompanied by -
(i) In the case of sole arbitrator, duly completed form of nomination (Form No.5) consenting to
the appointment of any of the three proposed arbitrators;
(ii) In the case of three arbitrators, duly completed form (Form No.5A) appointing an arbitrator
from the panel of arbitrators.
1
(iii) (a) In case of a sole arbitrator, a statement in triplicate of the case in reply ; and
(b) In case of three arbitrators, five sets of a statement of the case in reply.
1
(iv) (a) In case of sole arbitrator, a statement in triplicate of the set-off or counter claim (if
any) including, in triplicate, a certified true copy of the statement of account, and
certified true copies of bills, contracts, documents pertaining to receipt/delivery of
shares, in triplicate.
(b) In case of three arbitrators, five sets of a statement of the set-off or counter claim (if
any) including five sets of certified true copies of the statement of account, bills,
contracts, documents pertaining to receipt / delivery of shares.
2
(v) {In case of more than one applicant/respondent additional sets of the above mentioned
statements, copies and documents in the same proportion.}
Reply to Counterclaim
15.5 A copy of the statement of the case in reply and of the set-off or counterclaim, if any, shall be
forwarded by the Exchange to the party making the application for arbitration who shall submit
his reply to the set-off or counterclaim, if any, within seven days.
Appointment of Arbitrator (s)
1
15.6 A. (i) In case of a sole arbitrator, where the other party or parties consent(s) to any of the
three proposed arbitrators, then the consented arbitrator shall be the sole arbitrator;
and on refusal or failure to consent to any arbitrator, any arbitrator from the panel of
arbitrators may be appointment as the sole arbitrator by the Executive Director.
3
(a) If a party to an arbitration reference is declared as a defaulter before such party
has nominated or consented to the appointment of an arbitrator then such party
1
2
3
shall not be entitled to nominate or consent to the appointment of an arbitrator.

In such cases the Executive Director will appoint an Arbitrator in the reference.
(ii) In case of three arbitrators, if the other party refuses or neglects to appoint an arbitra-
tor within the stipulated time or within the extended time, the Executive Director may
appoint an arbitrator from the approved panel of arbitrators.
2
(iii) In case of three arbitrators, the Executive Director shall appoint a person from the
approved panel of arbitrators as the third arbitrator, who shall act as the presiding
arbitrator.
1
(iv) If a party to an arbitration reference is declared as a defaulter after such party has
nominated or consented to the appointment of an arbitrator then the arbitrator
already Nominated / Appointed by such party may continue with the Arbitration
Proceedings unless changed or substituted by the Executive Director in his discretion
in consultation with the Chairman of the Defaulters’ Committee.
Grounds for Challenge
15.6 B. (i) The arbitrator(s) before entering into reference, shall disclose in writing any circumstances
likely to give rise to justifiable doubts as to his/their independence or impartially; and shall
through-out the arbitral proceedings without any delay, disclose to the parties in writing
any circumstances referred to above unless they have already been informed by him/
them and shall keep a record thereof in the arbitration proceedings.
Challenge Procedure
15.6 C. (i) A party who intends to challenge an arbitrator (s) shall within fifteen days after becoming
aware of the constitution of arbitral tribunal or after becoming aware of any circumstances
referred to above send a written statement of the reasons for the challenge to the arbitral
tribunal.
(ii) Unless the arbitrator challenged under Clause (i) withdraws from his office or the other
party agrees to the challenge, the arbitral tribunal shall decide on the challenge.
(iii) If the challenge is not successful, the arbitral tribunal shall continue the arbitral proceedings
and make an arbitral award.
(iv) Where an arbitral award is made under Clause (iii), the party challenging the arbitrator
may make an application for setting aside such an arbitral award in accordance with
Section 34 of the Arbitration and Conciliation Act,1996.
Failure or Impossibility to act
15.6 D. The mandate of an arbitrator shall terminate if -
(i) (a) he becomes dejure or defacto unable to perform his functions or for other reason fails
to act without undue delay.
(b) he withdraws from his office or the parties agree to the termination of his mandate.
1
2
Inspected as per Governing Board Resolution dated 17.06.2003
(c) if the controversy remains concerning any of the grounds referred to in sub-clause
(a) of Clause (i), a party may, unless otherwise agreed to by the parties, apply to the
Executive Director to decide on the termination of the mandate and his decision
shall be final.
Umpire How Appointed
15.7 Deleted.
Notice when Arbitrators Differ
15.8 Deleted
Intimation to the Umpire
15.9 Deleted
Intimation Regarding Substitutes and Other Appointments
15.10 Any party to a reference, arbitrator/s may give an intimation to the Exchange whenever
circumstances arise in which the Executive Director may appoint (Form No.6) an arbitrator but
the Executive Director may make such appointment irrespective of whether such an intimation
has been received or not
Notice of Hearing
15.11 (A) The arbitrator(s) shall fix the date, time and place for each hearing notice (Form No.9) of
which will be given to the parties by the Exchange. In arranging the hearings the time within
which the award is required to be made and the time necessary to enable the parties to
attend the hearing if they so desire shall be taken into consideration.
(B) The arbitrator(s) shall fix the date, time and place for each hearing in advance. The
arbitrator(s) shall endeavour to chalk out the programme of hearings in the first meeting by
fixing various dates of hearing as the arbitrator(s) deem fit and proper. If the dates of hearings
are announced at the meeting, no fresh notice of hearing shall be required to be given to
any party who was present at the meeting where the dates were announced. The parties
to the arbitration proceedings shall be bound to attend the hearing of the arbitration
proceedings of all these dates without service of fresh notice for each hearing. The arbitra-
tor shall endeavour to maintain a continuity of hearing without a substantial gap between
the dates of hearings with a view to facilitate early disposal of arbitration proceedings. The
arbitrators shall endeavour to ensure that to the extent possible the gap between two
hearings is not more than one week.
Adjournment of Hearings
15.12 (A) The arbitrator(s) may adjourn the hearings from time to time upon an application of any
party or at their or his own instance. While adjourning the matter in case the arbitrator(s)
informs the parties the next date of hearing and place and obtains in writing their or their
authorised representative’s acknowledgement for having received such intimation, it shall
not be necessary to give notice of the adjourned date in Form No.9.
(B) (I) The arbitrator(s) shall discourage unnecessary applications for adjournment even
on payment of cost.
(II) The arbitrator(s) shall endeavour to complete the arbitration proceedings expeditiously
and without unnecessary delays.
Evidence
(C) The arbitrator(s) shall be entitled to decide a reference without recording oral evidence in such
cases as the arbitrator(s) deem appropriate and may decide the reference on the basis of docu-
ments, books of accounts and the record of the case.
Extension of Time for Making Award
15.13 The arbitrator(s) may from time to time apply (Form No.11) to the Executive Director for extension
of time for making the award.
Appearance
15.14 The parties to the reference shall attend at the time and place appointed for the hearing of the
reference either in person or subject to the provision in that behalf in these Bye-laws and Regulations
by any person duly authorised by them acquainted with all the matters in dispute or in question
and shall answer all material questions relating to the dispute or question.
Further Information
15.15 The arbitrator(s) shall have general authority to require from either or both of the parties to the
reference such further statements, explanations and other information, evidence and material
as they or he may consider necessary for the adjudication of the dispute or question.
Duties of Parties and Witnesses
15.16 The parties to the reference and any witness on their behalf shall -
(i) submit to be examined by the arbitrator(s) on oath or affirmation in relation to the matter in
dispute;
(ii) produce before the arbitrator(s) all books, deeds, papers, accounts bills, contracts, writings
and documents in the possession or power which may be required or called for; and
(iii) generally do all other things which during the pendency of the reference the arbitrator(s)
may require.
Court Assistance in taking Evidence
15.17 (i) The arbitral tribunal or a party with the approval of the arbitral tribunal, may apply to the
court for assistance in taking evidence.
(ii) The application shall specify -
(a) the names and addresses of the parties and the arbitrators.
(b) the general nature of the claim and the relief sought.
(c) the evidence to be obtained in particular -
1. the name and address of any person to be heard as witness or expert witness and a
statement of the subject matter of the testimony required ;
2. the description of any document to be produced or property to be inspected.

3. the Court may, within its competence and according to its rules on taking evidence,
execute the request by ordering that the evidence be provided directly to the arbitral tribunal.
4. The Court may, while making an order under sub-clause (3) issue the same process to witnesses
as it may issue in suits tried before it.
5. Persons failing to attend in accordance with such process, or making any other default or
refusing to give their evidence, or guilty of any contempt to the arbitral tribunal during the
conduct of arbitral proceedings, shall be subject to like disadvantages, penalties,
and punishments by order of the Court on the representation of the arbitral tribunal as they
would incur for the like offences in suits tried before the Court.
6. The expression “processes” includes summonses and commissions for the examination of
witnesses and summonses to produce documents.
7. The arbitral tribunal may require any one or both the parties to deposit such documents, and
may require any one or both the parties to deposit such fee or fees to cover the costs of any
such process as the arbitrator (s) shall consider necessary and in the event of any party who
has been called upon to deposit such fees failing to do so may discuss such party’s case or
deal otherwise with the matter as the arbitrator (s) may think just.
Penalty for Obstruction
15.18 The parties to a reference shall do all acts necessary to enable the arbitrator(s) to make a just
award and shall not wilfully do or cause or allow to be done any act to delay or to prevent the
arbitrators from making an award and if any party shall do or cause or allow to be done any such
act that party shall pay the other party or parties such costs as are deemed reasonable by the
arbitrator(s).
Powers of Arbitrator(s)
15.19 The arbitrator(s) may -

(i) retain or return copy or all of the books, documents or papers produced in any proceedings
and may direct at any time that the books, documents or papers produced be returned to
the parties or any of them on such terms and conditions as may in the absolute discretion of
the arbitrator(s) be deemed proper ;
(ii) administer oath or affirmation to the parties or witnesses appearing and giving evidence ;
(iii) admit such evidence only as may in the absolute discretion of the arbitrator(s) be deemed
proper ;
(iv) administer to any party to the reference such interrogatories as may in the opinion of the
arbitrator(s) be necessary.
(v) make an interim award ;
(vi) make any award conditional or in the alternative.
(vii) correct in an award any clerical mistake or error arising from any accidental slip or omission.
(viii) may award adjournment cost to be paid by the party seeking adjournment, to the other party.
Assessor & Expert Evidence

15.20 A. The arbitrator(s) may with the permission of the Executive Director at any time or times
before making the final award consult and adopt the advice of counsel, attorney or
advocate upon any question of law, evidence, practice or procedure arising in the course
of the reference. The remuneration of such counsel, attorney or advocate shall be paid in
advance by the parties to the reference and it shall be borne by them in the proportion
stated in the award.
15.20 B. (i) Unless otherwise agreed by the parties, the arbitral tribunal may -
(a) appoint one or more expert to report to it on specific issues to be determined by
the arbitral tribunal; and
(b) require a party to give the expert any relevant information or to produce or to
provide access to, any relevant documents, goods, or other property for his
inspection.
(ii) Unless otherwise agreed by the parties, if a party so requests or if the tribunal considers
it necessary, the expert shall, after delivery of his written or oral report, participate in an
oral hearing where the parties have the opportunity to put questions to him and to
present expert witnesses in order to testify on the points at issue
(iii) Unless otherwise agreed by the parties, the expert shall, on the request of a party,
make available to the party for examination all documents, goods or other property in
the possession of the expert with which he was provided in order to prepare his report.
Ministerial Assistance
15.21 Unless the Executive Director specifically permits no person other than the Secretary or an
employee or employees of the Exchange acting under his authority shall be present to assist the
arbitrators in a ministerial or any other capacity during the hearing or determination of a reference.
Scale of Arbitration Fees and Charges
15.22 (a) The fees, cost, charges and the expenses of and incidental to the reference and the award
(if any) shall be such as are prescribed herein or such other as the Governing Board may
from time to time prescribe.
Institution Fee
(b) The party instituting a reference shall pay to the Exchange an institution Fee of Rs. 500/-.
Arbitration Fees & Other Charges
(c) The following arbitration fees and other charges shall be payable in advance :
(i) Arbitration fees Rs.1,500/- per reference per arbitrator shall be payable by both the parties
in equal share.
(ii) The Applicant in addition to his share of the Arbitration fees shall pay Institution Fees Rs.500/-
and Rs.100/- towards cost of stamp paper for drawing an award.
Additional Payment
In addition to the Institution Fees and Arbitration Fees the Governing Board or the Executive
Director shall have power to direct that such further sum of money as may be deemed fit shall be
deposited with the Exchange as security for the fees, costs and expenses of the arbitration.
Refund on withdrawal of Cases
(e) In case the party instituting a reference withdraws it before a meeting of the arbitrator(s)
has been summoned, the payments made by party (s) except Institution Fees shall be
refunded.
Fees for Filing Award

(f) Deleted
Other Charges
(g) In addition to the fees mentioned in sub-clause (b) to (f) the parties shall pay as and when
demanded by the Exchange all other fees or charges incurred or to be incurred during the
arbitration.
Fees and Charges payable in Advance
(h) All fees and charges shall be payable in advance and when there is failure, neglect or
refusal on the part of a party or parties to pay accordingly the other party shall be responsible
for making such payment in advance without prejudice however to his right if any to recover
the same from such party or parties failing, neglecting or refusing to pay. It shall be condition
precedent to the hearing of any reference that the prescribed fees and charges shall have
been paid in advance to the Exchange by the party or parties to the reference.
Collection and Payment of Fees and Charges
(i) The Exchange shall collect all fees and charges and pay the fees to the arbitrators and
make disbursements in connection with the other costs and expenses of the reference pro-
vided always that no larger sum shall be paid than actually collected.
15.23 Appeal against Arbitral Award
I. Form of Appeal : What to accompany Memorandum:

(1) Every appeal shall be preferred in the form of memorandum signed by the appellant or his
authorised representative and presented to the Arbitration Secretary. The memorandum
shall be accompanied by ;
(a) a copy of the award appealed from and the judgement on which it is based.
(b) Six true copies of the appeal memo.
(c) Six true copies of the award together with judgement.
(2) Contents of Memorandum : The memorandum shall set forth concisely and under distinct
heads, the grounds of objections to the award appealed from and such grounds shall be
numbered consecutively. The memo of appeal shall be in the Form No.12 in Appendix A.
II. Payment of institution and hearing fees of appeal :
The appellant shall pay Rs.500/- towards institution fees and Rs.7,500/- hearing fees or such other
sums as the Governing Board may decide from time to time.
III. Time for preferring Appeal :
The appeal memo shall be submitted by the party appealing or his authorised representative to
the Arbitration Secretary within 15 (fifteen) days of the receipt of the award of the Arbitral tribunal.
IV. Application for condonation of delay :
(1) Where an appeal is presented after the expiry of the period of limitation specified therefor,
it shall be accompanied by an application supported by affidavit setting forth the facts on
which the appellant relies to satisfy the Appeal Bench that he had sufficient cause for not
preferring the appeal within such period.
(2) The Appeal Bench after notice to the respondent and giving him opportunity to reply and
on hearing both the parties, if satisfied that there is sufficient cause for the delay, may condone
the delay.
(3) The application for condonation of delay shall be disposed of, as far as possible within
15 days and in case it is allowed on such terms as the Appeal Bench may deem proper, the
appeal may be admitted for hearing; otherwise the appeal shall be rejected.
V. Deposit of the amount and delivery of the securities as per the award of the arbitral tribunal :
(1) An appeal shall not operate as stay of execution of the award of Arbitral Tribunal. The party
appealing against the award, unless exempted by the Appeal Bench on application being
made in that behalf, from paying the whole or part of the amount due under the award or
the securities to be delivered thereunder, shall be required to deposit with the Exchange,
the amount due under award or deliver the securities or the value thereof at the ruling
market price of the securities. The party placing the deposit shall be deemed to have agreed
that such deposit or the securities shall be handed over by the Exchange to the other party
in accordance with the terms of decision in appeal.
(2) An application for exemption to pay or deposit the amount or deliver the securities under
the award of the Arbitral Bench shall be submitted along with the appeal memo and after
notice to the otherside it shall be disposed of by the Appeal Bench as far as possible within
15 days and the order passed thereon, in case it is not allowed wholly, shall be complied
with by the appellant within 7 days of such order being communicated to him. In case the
appellant fails to deposit the amount awarded or to deliver the securities or price thereof as
per the award of the Arbitral Tribunal or to act as per the order passed by the Appeal Bench
on his application for exemption, the appeal shall stand rejected.
VI. No stay of execution of award :
The Appeal Bench shall not stay execution of the award appealed from unless the amount due
under the award is deposited and in case of order for delivery of securities, such securities or the
value therefore is deposited with the Exchange or solvent security for the compliance thereof to
the satisfaction of the Appeal Bench, is furnished by the Appellant. Such deposit or security shall
not have the effect of stopping the accrual of interest ordered by the award till the amount is
actually paid or the securities delivered to the party in whose favour the award stands.
VII. Constitution of Appeal Bench :
None of the arbitrators who heard the reference and passed the award nor any arbitrator
interested or having dealings with any of the parties to the appeal shall be a member of the
Appeal Bench and on such disclosure by the member or any of the parties to the appeal, the
Executive Director, if satisfied of the validity of the objection, may replace him with another
arbitrator.
VIII. Hearing of appeal and cross objection :
After all preliminaries are over and the appeal has been admitted for hearing, the notice of
appeal in Form No.13 Appendix ‘A’ shall be given to the respondent. The respondent on receiving
notice, may put in his memo of appearance in Form No.14 Appendix ‘A’. The respondent within
15 days of the service of notice of appeal may submit cross objections and such cross objections
shall be in Form No.16 in Appendix ‘A’. The Arbitration Secretary shall place the appeal papers
and the record of reference out of which the appeal has arisen before the Appeal Bench, and
the parties shall be given notice of the day, time and place of hearing in Form No.15 in Appendix
‘A’. The Appeal Bench may hear the appeal on the same day or on some adjourned date of
which due notice shall be given to the parties and the Appeal Bench shall make the award in
writing giving reasons for the award. The award made by the Appeal Bench shall be deemed to
be final and binding on the parties unless set aside by the Court on an application made under
Section 34 of the Arbitration and Conciliation Act,1996.
IX. Hearing of cross objection in case the appeal is withdrawn or dismissed in default :
Where in any case in which the respondent has filed a memorandum of objection, the original
appeal is withdrawn or is dismissed for default, the objection so filed may nevertheless be heard
and determined after such notice to the other party as the Appeal Bench thinks fit.
X. Restoration of appeal dismissed in default of the appellant :
In case the appeal is dismissed in default of the appellant at the hearing of the appeal, the
Appeal Bench on application supported by an affidavit filed by the appellant within 15 days of
the dismissal of appeal, may restore the appeal on its original number, after notice to the otherside,
on such terms as the Appeal Bench considers proper including the payment of costs to the
otherside; and may hear the appeal on the date of which notice shall be given to the respondent.
XI. Setting aside ex-parte decision and rehearing of appeal :
In case the appeal is heard ex-parte on failure of the respondent to appear and is decided
ex-parte, the ex-parte decision may be set aside by the Appeal Bench and the appeal may be
reheard, if the respondent files an application supported by affidavit within 15 days of the date
of the ex-parte award when respondent was served with the notice of the appeal ; and in case
of notice of appeal is not served, within 15 days of the knowledge of the ex-parte award. When
the respondent was not served with the notice and had no knowledge of the date of hearing of
the appeal, the Appeal Bench may set aside the ex-parte award on such terms as it considers
proper and may rehear and decide the appeal afresh.
XII. Date and contents of award in Appeal :
(1) The award of the Appeal Bench shall bear the date on which the judgement was
pronounced.
(2) The award shall contain the number of the appeal, the names and description of the
appellant and respondent, and a clear specification of the relief granted or other
adjudication made.
(3) The award shall also state the amount of the costs incurred in the appeal and by whom the
costs in appeal and the costs in the Arbitral Tribunal from whose award the appeal was
preferred, are to be paid.
(4) The award shall be signed and dated by the members who passed it. The dissenting mem-
bers may not sign the award.
XIII. Copies of judgement and award to be furnished to the parties :
The certified copies of the judgement and award shall be furnished to the parties and their
acknowledgement with the date of the receipt of the copies shall be obtained.
XIV. Register of Appeals :
The Arbitration Secretary shall maintain a register of appeals in Form No.17 appearing in Appendix
A as may be prescribed or amended from time to time by the Governing Board.
XV. Form of Notices in Appeals :
The various notices to be issued in appeal to the parties may be in the Forms with mutatis mutandis
charges appearing in Appendix A with such variations therein as may be made by the Governing
Board from time to time.
Request for Representation by an Advocate

1
15.24 (1) Any party to a reference, may make a request (Form 20) to the arbitrator(s) for allowing an
advocate to represent it in the arbitration proceedings. The arbitrator(s) may allow or
disallow the advocate to represent the party in the arbitration proceedings.
(2) 1{The decision of the arbitrator(s) shall be conveyed, to the party making the request for
representation through an advocate after the same is decided by the arbitrator(s). The
decision of the Arbitrator(s) on the application to the reference for making representation by
or through an advocate shall be final. In case one of the parties to a reference is permitted
1
1
Inserted as per Governing Board Resolution dated 29.11.1999
to be represented by an Advocate, the other party may also appoint an advocate to

represent him.
In all cases where the Arbitrator(s) have permitted the parties to be represented by an
advocate, the advocate shall be required to give an undertaking (In Form 21) to the effect
that advocate shall continue to appear in the arbitration proceedings till the proceedings
are complete and the advocate shall not withdraw from the proceedings.}
(3) The claimant may make an application for permission to engage an advocate to represent
his case at the time of institution of arbitration proceedings and not later on. The respondent
may make similar application, if so, desired, along with his statement of defence and not
later on. Provided that the arbitrator(s) may permit the claimant or the respondent to make
such application subsequently if the arbitrator(s) is / are satisfied that there is good cause to
permit the claimant or the respondent to do so.
(4) No party shall be entitled to seek an adjournment for appointing an advocate.
(5) No adjournment shall be granted by the arbitrator(s) on the ground that the advocate
representing a party has been recently appointed or is not present at the hearing. 1{Deleted}
(6) Where one or more parties are represented by an advocate, the, Executive Director may, at
the request of the arbitrator(s), appoint an advocate who may remain present at the hearings
and who the arbitrator(s) may consult for independent and impartial advice and assistance
on any question of law. In all such cases, the parties to the arbitration proceedings shall be
required to bear reasonable expenses of engaging such advocate as fixed by the Executive
Director.
2
(7) Where the advocate withdraws from the proceedings with the permission of the Arbitrator(s),
the arbitrators may not permit the concerned party to be represented by engagement of
another advocate. The Arbitrators shall ensure that the proceedings are not delayed in the
absence of Advocate.
Filing of Additional claims/ Counter Claims and/or Amendment of Claim / Counter Claim
1
15.25 (i) The arbitrator(s) shall not allow a party to incorporate an additional claim or to amend a
claim already filed except in an exceptional situation where the arbitrator(s) is/are of the
opinion that the proposed incorporation or amendment is necessary in the interest of justice
and the application for incorporation or amendment of the claim is made without undue
delay.
(ii) The arbitrator(s) shall not allow a party to file an additional defence or to amend a defence
already filed except in an exceptional situation where the arbitrator(s) is of the opinion that
the proposed filing or amendment is necessary in the interest of justice and the application
for filing or amendment of the defence is made without undue delay.
Arbitration in Case of Defaulters
15.26. Where a party to an arbitration is declared a defaulter before the award is made,:-
(i) The arbitrator(s) shall not make a consent award but shall be bound to inquire into and
adjudicate upon the disputes on merits after serving notice on the defaulters’ committee
and scrutinising the relevant records.
(ii) The Defaulters’ Committee shall be entitled to represent the defaulter in the arbitration
proceedings through authorised representatives of the Defaulters’ Committee and The
defaulter may also remain present and make suitable representations before the arbitrator (s).
1
2
Issue of Procedural Guidelines
1
15.27 The Governing Board may from time to time issue procedural guidelines to the arbitrator(s) in
respect of the conduct of arbitration(s) with a view to ensure proper, orderly and expeditious
disposal of arbitrations. The guidelines shall relate to the conduct of arbitration(s) generally and
shall not relate to any particular arbitration or arbitrations.
Service by Advertisement
1
15.28 In case of personal service of notice or notices becoming impracticable inspite of reasonable
efforts, the arbitrator(s) / Arbitration Secretary may direct that the applicant(s) shall advertise
(Form 24A or Form 24B) it, in at least one daily newspaper published in Mumbai and if the
respondent is not resident in Mumbai, in a local newspaper published in the place of the last
known address of the respondent giving notice to the respondent(s) advising him to appear
before the arbitrator(s)/ Arbitration Secretary at the time and date specified. In such
an eventuality, on the party concerned complying with the directions of arbitrators or Arbitration
Secretary, the party concerned shall be deemed to have been duly served with the notice and/
or notices of hearing.
2
15.29 Secretary to Arbitration shall keep a Register (Form No. 25) of the destroyed documents in
pursuance to Bye - law 281E, in the manner specified by the Board from time to time.
1
2
1
2
Form No.1
Arbitration Application Form
(Regulation 15.2)
In the Matter of an Arbitration

Under the Rules, Bye-laws and Regulations of the Stock Exchange, Mumbai
BETWEEN
…. (Name of Applicant (s))
and
…. (Name of Respondent (s))
From,
To,
The Secretary
Arbitration Committee
The Stock Exchange,
Mumbai.
Sir,
As claims (whether admitted or not), differences and disputes within the meaning of the Rules, Bye-laws
and Regulations of the Stock Exchange, Mumbai, have arisen and are now depending between me/us
and ___________________________________the Respondent (s) above-named, I/We hereby apply for
adjudication of the same by arbitration as provided in the said Rules, Bye-laws and Regulations.
The valuation of the claim for Jurisdiction is Rs._____________.
I/We enclose -
(i) duly completed Notice (Form No. 2) in triplicate proposing the names of three Arbitrators and
calling upon the Respondent(s) above-mentioned to consent to appointment of any one of
them ;
(ii) Statement of the Case in triplicate together with Statement (s) of Accounts in triplicate; and
(iii) a sum of Rs.1,250/- being the Institution fee of Rs.500/- and arbitration fee of Rs. 750/-.
(iv) In case of claim for amount above Rs.10,000/- or claim against a member who is declared
defaulter in addition to (I) to (iii)
(a) PAN/GIR No. of the Applicant
(b) Certified copy of the balance sheet of the Applicant showing the dues against the
defaulter.
(c) A copy of acknowledgement of the latest Income Tax Return.
(v) True copies of the following documents.

(a) Contract Notes pertaining to the transactions.
(b) Bills issued/received by the Applicant.
(c) Documents pertaining to receipt/delivery of shares.
(d) Any other documents in support of the claim.
(e) An accurate list of the documents produced.
1
All appendices substituted by Governing Board Resolution dated 21.09.1998
2
Ammended by Governing Board Resolution dated 29.11.1999
I / We enclose, As per list annexed all the documents and papers relating to the reference in my/our
__________________
undertake to produce
power or possession.
I/We undertake to produce original documents when called upon to produce.
Note : In case of a non-production of any of the above documents, reasons for the same.
Dated the day of 19

Yours faithfully,
(Signature of Applicant (s))

1
Form No.1 A
Arbitration Application Form
(Regulation 15.2)
BETWEEN
…. (Name of Applicant (s))
and
…. (Name of Respondent (s))
From,
To,
The Secretary
Arbitration Committee
The Stock Exchange,
Mumbai.
Sir,
As claims (whether admitted or not), differences and disputes within the meaning of the Rules, Bye-laws
and Regulations of the Stock Exchange, Mumbai, have arisen and are now depending between me/us
and ____________________________________ the Respondent(s) above-named, I/We hereby apply for
adjudication of the same by arbitration as provided in the said Rules, Bye-laws and Regulations.
The valuation of the claim for Jurisdiction is Rs._____________.

I/We enclose -
(i) duly completed Notice (Form No.2A) in triplicate appointing an Arbitrator and calling upon
the Respondent (s) above-mentioned to appoint an Arbitrator from the approved panel of
Arbitrators (list attached)
(ii) Statement of the Case in triplicate together with Statement (s) of Accounts in triplicate;
and
(iii) a sum of Rs.2,750/- being the Institution fee of Rs.500/- and arbitration fee of Rs.2,250/-.
(iv) In case of claim for amount above Rs.10,000/- or claim against a member who is declared
defaulter in addition to (i) to (iii)
(a) PAN/GIR No. of the Applicant
(b) Certified copy of the balance sheet of the Applicant showing the dues against the
defaulter.
(c) A copy of acknowledgement of the latest Income Tax Return.
(v) True copies of the following documents.
(a) Contract Notes pertaining to the transactions.
I/We enclose, As per list annexed all the documents and papers relating to the
___________________
reference in my/our power or possession.
1
I/we undertake to produce original documents when called upon to produce.
Note : In case of a non-production of any of the above documents, reasons for the same.
Dated the day of 19

Yours faithfully,


1
Form No.2
Form of Nomination and Notice of Appointment
(Regulation 15.3 (i))
In the matter of an Arbitration

under the Rules, Bye-laws and Regulations of the Stock Exchange,
Mumbai
BETWEEN
… (Name of Applicant (s))
and
… (Name of Respondent (s))
To,
WHEREAS it is provided in the Rules, Bye-laws and Regulations of the Stock Exchange, Mumbai that all
claims (whether admitted or not), differences and disputes arising out of or in relation to dealings,
transactions and contracts made subject to the said Rules, Bye-laws and Regulations or with reference
to anything incidental thereto or in pursuance thereof or relating to their construction, fulfilment or
validity shall be referred to arbitration as provided in the said Rules, Bye-laws and Regulations.
AND WHEREAS claims, differences and disputes within the meaning of the said Rules, Bye-laws and Regu-
lations have arisen and are now depending between us.
NOW THEREFORE in pursuance of the said Rules, Bye-laws and Regulations I/we
____________________________________________________________ the Applicant(s) abovenamed do
hereby propose the following names of three Arbitrators from the approved panel of Arbitrators for
appointment of any of them as an Arbitrator.
AND I/We require you within ten days from the service of this notice on you to consent to appoint any of
them as an arbitrator in the matter of the said claims, differences and disputes failing which an arbitrator
will be appointed by the Executive Director of the Stock Exchange from the approved panel of arbitrators.
Dated the day of 20
Note : Statement of the Case together with Statement (s) of Account is appended hereto.
Names of three arbitrators : (1) Shri ________________________
(2) Shri ________________________
(3) Shri ________________________
1

1
Form No.2 A
Form of Nomination and Notice of Appointment

(Regulation 15.3 (ii))

Mumbai
BETWEEN
and
To,
transactions and contracts made subject to thesaid Rules, Bye-laws and Regulations or with reference
to anything incidental thereto or in pursuance thereof or relating to their construction, fulfilment or
AND WHEREAS claims, differences and disputes within the meaning of the said Rules, Bye-laws and
Regulations have arisen and are now depending between us.
NOW THEREFORE in pursuance of the said Rules, Bye-laws and Regulations I/we
_______________________________________________ the Applicant (s) above-named do appoint Shri
__________________________________ as an Arbitrator.
AND I/We require you within seven days from the service of this notice on you to appoint an arbitrator
from the approved panel of arbitrators (herewith annexed) failing which an arbitrator for you will be
appointed by the Executive Director of the Stock Exchange from the approved panel of arbitrators.
Dated the day of 19
Note : Statement of the Case together with Statement (s) of Account is appended hereto.
1
Amended by Government Board Resolution dated 29.11.1999

1
Form No.3
Form of Covering Letter

(Regulation 15.4)
THE STOCK EXCHANGE

MUMBAI
___________________ 2001.

under the Rules, Bye-laws and Regulations of the Stock Exchange, Mumbai
BETWEEN
and
… (Name of Respondent(s))
To
Dear Sir (s),
We enclose a Notice (Form No.2) dated the _____2001 from ____________________________________ the
Applicant (s) above-named together with copies of his/their Statement of the Case and Statement (s)
of Account.
We also enclose for your use, a Form of Reply to Arbitration Application (Form No.4) and Form of Nomination
(Form No.5), List of Arbitrators, form of request for allowing advocates to appear in arbitration (Form No.
20) and a claim sheet for filing the set-off or counter claim (if any).
You are advised to send your reply within seven days after service of this notice to you.
Yours faithfully,
(Secretary/Arbitration Assistant)
1

1
Form No.3 A
Form of Covering Letter

(Regulation 15.4)
THE STOCK EXCHANGE

MUMBAI
___________________ 2001 .
BETWEEN
and
To
Dear Sir (s),
We enclose a Notice (Form No.2) dated the _________ 2001 from __________________________
___________________ the Applicant (s) above-named together with copies of his/their Statement of the
Case and Statement(s) of Account.
We also enclose for your use, a Form of Reply to Arbitration Application (Form No.4A) and Form of
Nomination (Form No.5A) , List of Arbitrators, form of request for allowing advocates to appear in arbitration
(Form No. 20) and a claim sheet for filing the set-off or counter claim (if any).
You are advised to send your reply within seven days after service of this notice to you.
Yours faithfully,
(Secretary/Arbitration Assistant)
1
APPENDIX A TO REGULATION 15 - (Contd)

1
Form No.4
Reply to Arbitration Application

(Regulation 15.4)

BETWEEN
and
… ( Name of Respondent (s)
From,
To,
The Secretary,
The Stock Exchange,
Mumbai.
Sir,
In connection with the application for arbitration submitted by _____________________ the Applicant (s)
above-named, I /We return herewith -
(i) Form of Nomination of an arbitrator (Form No.5) duly completed ;
(ii) Statement of the case in Reply in triplicate.
(iii) Statement of the Set-off or Counterclaim in triplicate together with Statement (s) of Account in
triplicate ; and
(iv) A sum of Rs.750/- being the arbitration fees.
(v) True copies of the following documents :
(a) Contract notes pertaining to the transactions.
I/We enclose as per list annexed all the documents and papers relating to the undertake to produce
Dated the day of 19
Yours faithfully,
(Signature of Respondent (s)
1

1
Form No.4 A
Reply to Arbitration Application

(Regulation 15.4)

BETWEEN
and
… ( Name of Respondent (s))
From,
To,
The Secretary,
The Stock Exchange,
Mumbai.
Sir,
In connection with the application for arbitration submitted by _____________________ the Applicant (s)
above-named, I /We return herewith –
(i) Form of Appointment of an arbitrator (Form No.5A) duly completed ;

(ii) Statement of the case in Reply in triplicate.
(iii) Statement of the Set-off or Counterclaim in triplicate together with Statement (s) of Account in
triplicate ; and
(iv) A sum of Rs.2,250/- being the arbitration fees.
(v) True copies of the following documents :
(a) Contract notes pertaining to the transactions.
I/We enclose as per list annexed all the documents and papers relating to the
Dated the day of 19 .
Yours faithfully,
(Signature of Respondent (s))
1

1
Form No.5
Form of Nomination and Appointment

(Regulation 15.4)

BETWEEN
and
to anything incidental thereto or in pursuance thereof or relating to their construction, fulfillment or
AND WHEREAS _____________________________________________________ the Applicant(s) above-named
has / have proposed the names of three arbitrators and called upon me/we to consent to any one of
them for appointment as an arbitrator. I/We consent to the appointment of Shri _________________ as
arbitrator. I do not consent to the appointment of any of them as an arbitrator.
Dated the day of 20
1

1
Form No.5 A
Form of Nomination and Appointment

(Regulation 15.4)

BETWEEN
and
… ( Name of Respondent (s))
to anything incidental thereto or in pursuance thereof or relating to their construction, fulfillment or
AND WHEREAS ________________________________________________________________ the Applicant (s)

above-named has / have appointed an arbitrator and called upon me/we to appoint an arbitrator
from the approved panel of arbitrators. I/We appoint Shri ___________________ (Member /Non-Member)
as an arbitrator .
Dated the day of 20
1

1
Form No.6
Form of Appointment of Arbitrator

(Regulation 15.6 and 15.10)

Mumbai
BETWEEN
and
WHEREAS by an instrument in writing dated the ___________________________ day _________________of

200 _______ the Applicant (s) above-named has /have duly proposed the names of three persons from
the approved panel of arbitrators to determine the claim, differences and disputes in the above matter
as provided in the Rules, Bye-laws and Regulations of the Stock Exchange, Mumbai.
AND WHEREAS ________________________________________________________________ the Respondent (s)

above-named has/have failed / refused to consent to any of the three persons proposed by the
applicant (s) as provided in the said Rules, Bye-laws and Regulations of the Stock Exchange, Mumbai.
AND NOW THEREFORE in pursuance of the said Rules, Bye-laws and Regulations of the Stock Exchange,
Mumbai, I, Shri _____________________, Executive Director / Director / General Manager duly authorized
by the Executive Director/ General Manager duly authorized by the Executive Director of the Stock
Exchange, Mumbai appoint Shri ________________________________ from the approved panel of arbitrators
to be an arbitrator in the above matter.
Dated the __________________________day of ___________________________ 200__.
Executive Director / Director / General Manager

The Stock Exchange, Mumbai.
1

1
Form No.6 A


Mumbai
BETWEEN
and
WHEREAS by an instrument in writing dated the ___________________day _____________ of 200__ the

Applicant (s) above-named has /have duly appointed Shri _____________ as an arbitrator from the
approved panel of arbitrators and the respondent (s) was/ have appointed Shri _____________________
as an arbitrator to determine the claim differences and disputes in the above matter as provided in the
Rules, Bye-laws and Regulations of the Stock Exchange, Mumbai.
Mumbai, I, Shri _____________________, Executive Director/ General Manager duly authorised by the
Executive Director of the Stock Exchange, Mumbai appoint Shri ________________________________ from
the approved panel of arbitrators to be an arbitrator in the above matter.
Dated the __________________________day of ____________________ 200___.
Executive Director/General Manager

1
As amended by Governing Board Resolution dated 8.03.2001 and 17.06.2003
APPENDIX A TO REGULATION 15 – (Contd.)

1
Form No. 6 A (1)


BETWEEN
…(Name of Applicant(s)
and
…(Name of Respondent(s))
WHEREAS by an instrument in writing dated the ___________________ day ________________ of 200______

the Applicant(s) abovenamed has / have duly authorised The Stock Exchange, Mumbai to appoint the
Arbitrator on his / her / their behalf from the approved panel of Arbitrators to determine the claim,
differences and disputes in the above matter as provided in the Rules, Bye-laws and Regulations of the
Mumbai, I, Shri _____________________________, Executive Director / Director / General Manager duly
authorised by the Executive Director of the Stock Exchange, Mumbai appoint Shri
________________________________ from the approved panel of arbitrators to be an arbitrator in the
above matter.
Dated the _________________________ day of _________________________200____.

The Stock Exchange, Mumbai
1

1
Form No. 6 A(2)


BETWEEN
and

the Applicant(s) abovenamed has / have duly appointed Shri _________________________________ as an
arbitrator from the approved panel of arbitrators and the Respondent(s) abovenamed has / have failed
to appoint his / her / their arbitrator in the above matter as provided in the Rules, Bye-laws and
Regulations of the Stock Exchange, Mumbai.
________________________________ from the approved panel of arbitrators to be an arbitrator in the above
matter.
Dated the _________________________ day of _________________________200____.

1
1
Form No. 6 A (3)


BETWEEN
and

the Respondent(s) abovenamed has / have duly authorised The Stock Exchange, Mumbai to appoint
the Arbitrator on his / her / their behalf from the approved panel of Arbitrators to determine the claim,
________________________________ from the approved panel of arbitrators to be an arbitrator in the
above matter.
Dated the _________________________ day of _________________________200____.

1

1
Form No. 6 A (4)


BETWEEN
and

the Applicant(s) abovenamed has / have duly appointed Shri _________________________________ as an
arbitrator from the approved panel of arbitrators and the Respondent(s) abovenamed has / have failed
to appoint his / her / their arbitrator in the above matter as provided in the Rules, Bye-laws and Regulations
of the Stock Exchange, Mumbai.
AND THEREFORE in pursuance of the said Rules, Bye-laws and Regulations of the Stock Exchange, Mumbai,
I, Shri _____________________________, Executive Director / Director / General Manager duly authorised
by the Executive Director of the Stock Exchange, Mumbai appointed Shri ____________________________
from the approved panel of arbitrators to be an arbitrator in the above matter.
authorised by the Executive Director of the Stock Exchange, Mumbai appoint Shri______________________
from the approved panel of arbitrators to be the presiding arbitrator in the above matter.
Dated the _________________________ day of _________________________200____.

1

1
Form No. 6 A (5)


BETWEEN
and

the Applicant(s) abovenamed has / have duly authorised The Stock Exchange, Mumbai to appoint the
Arbitrator on his / her / their behalf from the approved panel of Arbitrators and the Respondent
abovenamed by an instrument in writing dated the _____________________ day __________________ of
200________ has / have appointed Shri ______________________________________ to determine the claim,
by the Executive Director of the Stock Exchange, Mumbai appointed Shri ______________________________
authorised by the Executive Director of the Stock Exchange, Mumbai appoint Shri _______________________
from the approved panel of arbitrators to be the Presiding arbitrator in the above matter.
Dated the _________________________ day of _________________________200____.

1

1
Form No. 6 A (6)


BETWEEN
and

the Applicant(s) abovenamed and Respondent(s) abovenamed by an instrument in writing dated the
_________ day ___________ of 200________ has / have authorised The Stock Exchange, Mumbai to ap-
point the Arbitrators on their behalf from the approved panel of Arbitrators to determine the claim,
by the Executive Director of the Stock Exchange, Mumbai appointed Shri
________________________________ and Shri _______________________________________from the approved
panel of arbitrators to be the arbitrators in the above matter.
Dated the _________________________ day of _________________________200____.

1

1
Form No. 6 A (7)


BETWEEN
and

the Applicant(s) abovenamed has / have authorised The Stock Exchange, Mumbai to appoint the
from the approved panel of arbitrators to be the arbitrators in the above matter.
AND the Respondent(s) abovenamed has / have failed to appoint his / her / their arbitrator in the above
matter as provided in the Rules, Bye-laws and Regulations of the Stock Exchange, Mumbai,
Dated the _________________________ day of _________________________200____.

1

1
Form No. 6 A (8)


BETWEEN
and

the Applicant(s) abovenamed has / have authorised The Stock Exchange, Mumbai to appoint the
by the Executive Director of the Stock Exchange, Mumbai appointed Shri ___________________________
AND the Respondent(s) abovenamed has / have failed to appoint his / her / their arbitrator in the above
matter as provided in the Rules, Bye-laws and Regulations of the Stock Exchange, Mumbai,
Dated the _________________________ day of _________________________200____.

1

1
Form No.6 B
Form of Appointment of Arbitrator or Umpire


BETWEEN
and
WHEREAS by an instrument in writing dated the _______________________ day _____________ of 20 _______

the Applicant (s) above-named has /have duly proposed the names of three persons from the
approved panel of arbitrators and the respondent (s) has/have consented to the appointment of Shri
____________________as arbitrator to determine the claim, differences and disputes in the above matter
as provided in the Rules, Bye-laws and Regulations of the Stock Exchange, Mumbai.
NOW THEREFORE in pursuance of the said Rules, Bye-laws and Regulations of the Stock Exchange, Mumbai,
I, Shri _____________________, Executive Director of the Stock Exchange, Mumbai appoint Shri
________________________________ from the approved panel of arbitrators to be third arbitrator in the
above matter.
Dated the __________________________day of _______________________20___.
Executive Director
1

Form No.9
Notice of Hearing
(Regulation 15.11)

BETWEEN
and
WHEREAS __________________ day of ___________ 19____ at the hour of _____________ at ___________________

has been appointed by the arbitrators herein for proceeding in the above reference.
NOW THEREFORE take notice that each party is required to present himself in person or by a duly authorised
representative at the said meeting with the necessary books, documents, papers, etc.
AND take further notice that in case any party absents himself the arbitrators/umpire shall at their /his
discretion proceed with the reference ex-parte.
Dated the __________________________ day of __________________ 19 .
(Signature(s) of Arbitrator(s)/
Secretary/Arbitration Assistant)

Form No.11
Application for Enlargement of Time for Award

(Regulation 15.13)

BETWEEN
and
To,
The Executive Director,

The Stock Exchange,
Mumbai.
We / I the undersigned arbitrator (s) duly appointed in the above matter hereby in confirmity with the
submission under the Rules, Bye-laws and Regulations of the Stock Exchange, Mumbai under which we
are / I am acting request you to enlarge the time for making our / my award in the above matter until
the _______________________ day of _________________ 19 .
Dated the _____________ day of ________________ 19 .
(Signature (s) of Arbitrators)

The time for making the award is extended upto the ____________ day of _____ 19__
Dated the ________________ day of ______________ 19
Executive Director

Form No.12
Memorandum of Appeal
(Reg.15.23 I (2) )
Under the Rules, Bye-laws and Regulations of the Stock Exchange,

Mumbai
Application No.
1. Appellant (Original Appl/Opp.)
Versus
2. Respondent (Original Appl/Opp)
The ____________________________________________________________ above named appeals to the

Appeal Bench Stock Exchange, Mumbai from the award of Arbitral Tribunal in Reference No._____ of
__________ 19__ , dated the ___________ day of _____________19__ and sets forth the following grounds of
objections to the award appealed from :
1)
2)
3)
The appeal has been preferred within 15 days of the receipt of the award appealed from
The requisite institution and hearing fees have been paid
Presented on this __________ day of ________19 __.
Signed by Appellant /or his Authorised Agent


Form No.13
Notice of Appeal to Respondent

(Reg.15.23 VIII )

Mumbai
Application No.
1. Appellant Original Appl/Opp.)
Versus
Returnable Date
Appeal from the award of Arbitral Tribunal in Reference No._________of 19__ decided on _____ day of
_____19 ___ presided over by Shri _______________________.
To,
Respondent
Take notice that an appeal from the above award has been presented by the above named appellant
and registered with the Stock Exchange, and if you intend to defend the same, you must enter an
appearance and give notice thereof to the Appellant or his authorised representative within 15 days of
service of this notice on you.
If no appearance is entered on your behalf by yourself or your representative authorised to act on your
behalf, it will be heard and decided in your absence.
Given under my hand and seal of the Stock Exchange on this _______________ day of _______ 19 ___.
Arbitration Secretary

Form No.14
Memorandum of Appearance
(Reg.15.23 VIII)

Mumbai
Application No.
Versus
2. Respondent
(Original Appl/Opp)
Take notice that the ___________________ intends to appear and defend the above appeal, and that his
address for service of all notices and processes is as under
(Address)
Dated the ____________ day of __________ 19 _____
S/d
Respondent

Form No.15
Notice to Respondent of the day fixed for the hearing of the Appeal
(Reg.15.23 VIII)

Appeal No.
Versus
2. Respondent (Original Appl/Opp.)
Appeal from the award of the Arbitral Tribunal in Reference No.________of 19____decided on __________
day of _______ 19___.
To,
Respondent
Take notice that an appeal from the award of Arbitral Tribunal in this case has been presented by
__________ and registered and that the ______________ day of ________ 19 ____ at ________ p.m. has been
fixed for the hearing of the appeal at ________________________________________(place).
If no appearance is made on your behalf by yourself or some other authorised to act for you in this
appeal, it may be heard and decided in your absence. Given under my hand and seal this ________ day
of _______ 19___.
Arbitration Secretary

Form No.16
Memorandum of Cross Objection

(Reg.15.23 VIII)

Appeal No.
Versus
Whereas the ______________________ has preferred an appeal to the Appeal Bench from the award in
Ref. No.________ of 19____ decided on _______ day of ______ 19____ and whereas notice of the day fixed
for hearing of the appeal was served on the ______________ on the _____________ day of _________ 19__,
the _____files this Memorandum of Cross Objection and set forth the following grounds of objection to
the award appealed from ______ namely :-
1)
2)
S/d
(Respondent or
Authorised Representative)

Form No.17
Register of Appeals
(Reg.15.23 XIV)

Under the Rules, Bye-Laws and Regulations of the Stock Exchange, Mumbai
Register of Appeals from Award for the year 19____
Judgement & award
Date Number Name Description Place of Name Description Place of Reference Name of Date Particulars Appellant Respon- Date Date Con- For what
of of Resi- Residence No. Arbitrator of of award dent firmed, and
Presen- Appeal dence Award Revised amount
tation or varied
Form No.18
In the Arbitral Tribunal, Stock Exchange, Mumbai

(Regulation 15.6 B)
Reference No.
M/s. / Shri Applicant (s)
Versus
M/s. / Shri Respondent (s)
I Shri _____________________ state that I have been proposed to act as arbitrator/appointed as arbitrator
by the Applicant / Opponent / Executive Director, Stock Exchange, Mumbai in this reference.
I solemnly declare that –
(i) I am not related to the applicant / the respondent to the reference.

(ii) I am not interested and have no bias for or against the applicant /respondent.
(iii) I have / had no business dealings with the applicant / respondent.
(iv) I had the following dealings with the applicant / respondent.
a)
b)
c)
(v) to the best of my knowledge there have been no other dealings or transactions. The dealings
referred to above, were in the normal course of my business / occupation as _________. On
account of those transactions there is no intimacy between us and I have no bias for or against any
of the parties.
Submitted on this ____________day of __________________.
(Arbitrator)
We have read and understood the declaration made by the arbitrator Shri ____________.
Applicant
Date : __________
Respondent
Date : __________
(Strike out what is not relevant)
Form No.19
In the Arbitral Tribunal, Stock Exchange, Mumbai

(Regulation 15.6 B& C)
Reference No.
M/s. / Shri Applicant (s)
Versus
M/s. / Shri Respondent (s)
I, the applicant / respondent named above state that I have read the declaration made by the
proposed arbitrator/ arbitrator Shri ________________ on _______________ day of ____________ and state
as under :
I have no objection to the appointment of Shri _________________________ as arbitrator for the applicant
/ respondent / or the third presiding arbitrator.
Submitted on this _______________ day of _________________.
Applicant / Respondent
1
Form No. 20
Form Of Request For Allowing The Advocates To Appear In Arbitration.

(Regulation 15.24)
In The Matter Of An Arbitration

Under The Rules, Bye-Laws And Regulation Of The Stock Exchange.
Mumbai
Between
.... (Name Of Applicant (s))
And
.... (Name Of Respondent (s))
To,
The Arbitrator(s)
WHEREAS it is provided in the Rules, Bye-Laws and Regulation of the Stock Exchange, Mumbai that no
advocate shall be permitted to appear, plead or act in the arbitration proceedings. The parties may be
permitted by the arbitrators to have an assistance of duly authorised next friend in the conduct of
arbitration proceedings. However, at the request of the Applicant or the Respondent, the Arbitrator(s)
may permit a party to be represented by an advocate depending on the complexities of the facts and
law involved in the case.
NOW THEREFORE in pursuance to the said Rules, Bye-Laws and Regulations for the reasons mentioned
below. I/we ................................................................. the Applicant(s) / Respondent(s) above named do hereby
request the arbitrator(s) to permit us to be represented by Mr. ........................................... an advocate.
Reasons : -
Dated the day of 1999
(Signature of the Applicant(s)/ Respondent(s))
Note : the arbitrators are not bound to give permission to you to be represented by advocate.
Permission to be represented by an advocate given/denied.
(Signature of the Arbitrator(s))
Date :
1
1
Form No. 21
Undertaking to be given by the Advocates

(Regulation 15.24)

under the Rules, Bye-Laws and regulation of the Stock Exchange
Mumbai
BETWEEN
.... (Name of Applicant (s))
and
.... (Name of Respondent (s))
To,
The Arbitrator(s)
WHEREAS by an instrument dated the ___________________ day of ____________ 20 the Applicant(s)/

Respondent(s) above named had requested the arbitrator (s) to permit them to be represented, in the
arbitration proceedings, by an advocate and the Arbitrator(s) have granted their permission for the
same.
In this connection I ______________________________, hereby undertake that I will continue to represent

__________________________________________________, the applicant(s) / respondent (s) as an advocate,
in the conduct of arbitration proceedings till the proceedings are completed and shall not withdraw
from the proceedings, without the permission of the Arbitral tribunal.
Dated the day of 20
(Advocates)
1

1
Form No.23
Form of Appointment of Appeal Bench

(Regulation 15.23)

BETWEEN
and
WHEREAS by an instrument in writing dated the _______________________ day _____________ of 19 _______

the Applicant (s) above-named has preferred an appeal against the Arbitral Award in Arbitration
Reference No. ________ of 19__ as provided in the Rules, Bye-laws and Regulations of the Stock
Exchange, Mumbai.
NOW THEREFORE in pursuance of the said Rules, Bye-laws and Regulations of the Stock Exchange, Mumbai,
I, Shri _____________________, Executive Director of the Stock Exchange, Mumbai appoint the following
members from the approved panel of arbitrators to be the members of the appeal Bench in the above
matter.
1. Shri _______________________________.
2. Shri _______________________________.
3. Shri _______________________________.
4. Shri _______________________________.
5. Shri _______________________________.
Dated the __________________________day of _____________________ 20___.
Executive Director
Note : The original Application was decided by the following Arbitrator(s) on ___________.
1. Shri ______________________.
2. Shri ______________________.
3. Shri ______________________.
1
1
Form No.24 A
Notice Of The Reference

(Regulation 15.28)

BETWEEN
and
WHEREAS the Applicant(s) as above named has filed the above mentioned arbitration reference no.
___________ of ________on __________ day of _________199 ___ against you claiming Rs. ___________/- /
delivery of shares. The service of the said notice of reference was attempted on you as provided in the
Rules, Bye-Laws & Regulations of The Stock Exchange, Mumbai it however could not be effected.
WHEREAS it has been shown to the satisfaction of the Arbitration Secretary. The Stock Exchange, Mumbai
that it is not possible to serve notice of the above reference to you, in the ordinary way, therefore, this
notice is given by advertisement directing you to make appearance before the Arbitration Secretary
with in __ days of publication of this advertisement at 1st floor, Cama Building, Dalal Street. The Stock
Exchange, Mumbai, Mumbai - 400 001.
AND take notice that in case of default, Non-appearance before the Arbitration Secretary, the matter
shall be proceeded with Ex-parte.
Dated the _________________________ day of ___________________, 19________
(Arbitration Secretary / Arbitration Assistant)
1
1
Form No. 24B
Notice Of The Reference

(Regulation 15.28)
In The Matter Of An Arbitration

Under The Rules, Bye-Laws And Regulations Of The Stock Exchange, Mumbai
Between
.... (Name Of Applicant(s))
And
.... (Name Of Respondent(s))
To,
The Respondent(s) / Applicant(s)
Whereas the applicant(s) as above named has filed the above mentioned arbitration reference no.
___________ of ________on __________ day of _________199 ___ against you. The service of the notice of
hearing was attempted on you as provided in the Rules, Bye-Laws & Regulations of The Stock Exchange,
it however could not be effected.
Whereas it has been shown to the satisfaction of the Arbitrator(s) that it is not possible to serve notice of
the above reference to you, in the ordinary way, therefore, this notice is given by advertisement direct-
ing you to make appearance in the arbitration proceedings on ________ day of ________, 19_______ at
p.m. Before the learned arbitrator(s) at 1st floor, Cama Building, Dalal Street, The Stock Exchange, Mumbai,
Mumbai - 400 001
And take notice that in case of default, non-appearance before the Arbitrator(s), the Arbitrator(s) shall
at their discretion proceeded with the reference Ex-parte.
Dated the ____________ day of _______________, 19______
(Arbitrator(s) / Arbitration Secretary / Arbitration Assistant)
1
1
FORM No. 25
Register of Destroyed Document
(Regulation 15.29)
Sr. Ref No. & Ref No. & Name Name of Date of Date of Final Status of Award Date of Mode of Remarks
No Date of Date of of Arbitra- Arbitra- Disposal Order/ & Date of ED’s Appro- Destruction
Destruc- Filing Parties tors tion by Court Award implementation val
tion Award/
Appeal
Award
1
Added by Governing Board Resolution dated 19.08.2003
REGULATION 16
(Bye-laws 312 and 315(b))
Fees for Arbitration
16.1 The fees payable in advance for arbitration between members shall be as under or such other as
the Governing Board may from time to time determine :
Fees
Application for arbitration Rs. 100

Appeal to the Arbitration Committee Rs. 500
Appeal to the Governing Board Rs. 750
Re-hearing of ex-parte award Rs.1000
If the time within which a reference to arbitration or an appeal against any award of the arbitrators or
arbitration committee is to be made has expired and it is extended, the fees for such reference or
appeal made during the extended time shall be five times the respective fees mentioned above.
Form of Reference
16.2 The form of reference to be signed by non-members shall be as prescribed in Appendix A (Form
No. 1) to this regulation or such other as the Governing Board may from time to time prescribe in
addition thereto or in modification or substitution thereof
Notice and Communications How to be Served
16.3 Notices and communications to a member or non-member shall be served in any one or more or
all of the following ways and any such notice or communication under (i) to (v) below shall be
served at his ordinary business address and /or at his ordinary place of residence and/or at his last
ordinary place of residence and/ or at his last known address :
(i) by delivering it by hand ;

(ii) by sending it by registered post ;
(iii) by sending it under certificate of posting ;
(iv) by sending it by express delivery post ;
(v) by sending it by telegram /fax ;
(vi) by affixing it on the door at the last known business or residential address ;
(vii) by its oral communication to the party in the presence of a third person.
(viii) by advertising it at least once in any daily newspaper published in Mumbai.
(ix) by a notice pasted on the notice board of the Exchange if no address be known.
1
16.4 Secretary to Arbitration shall keep a Register (Form No. 2) of the destroyed documents in
pursuance to Bye - law 315M in the manner specified by the Board from time to time.
1
Inserted by Governing Board Resolution Dated 19.08.2003
Appendix A to Regulations 16 (Contd.)

1
Form No. 1
Form of Reference by Non-Member
(Regulation 16.2)
Agreement
Stamp
To,
The Governing Board and Arbitration Committee

The Stock Exchange,
Mumbai.
In the matter of a claim, difference, dispute or complaint
BETWEEN
AND
Gentlemen,
I/We do hereby consent to refer this matter to you and I/we undertake to be bound by the said
reference and to abide by and forthwith to carry into effect your award, resolution or decision in this
matter and I/we further undertake not to institute, prosecute or cause or procure to be instituted or
prosecuted or take any part in proceedings, either civil or criminal in respect of the matter submitted.
And the rules or procedure relating to arbitration between members of the Exchange and I/we
undertake to be bound by the same, also that the arbitrators or the Arbitration Committee or the
Governing Board may proceed ex parte after notice and that it shall be no objection that the claim,
difference dispute or complaint has not been referred to arbitration within three months of the date
when it arose or that the members of the Arbitration Committee or the Governing Board present vary
during the inquiry or appeal or that any of them may not have heard the whole of the evidence or
appeal; and also that any award or resolution of the Arbitration Committee or the Governing Board
signed by the arbitrators or by the Secretary or Chairman for the time being shall be conclusive that the
same was duly made or passed and that the reference was conducted in accordance with the Rules,
Bye-laws and Regulations of the Exchange relating to arbitration between members.
And I/we hereby agree that this letter shall be deemed to be a reference to arbitration within
the meaning of the Arbitration and Conciliation Act,1996 or any statutory modification thereof.
Dated the day of 19
Yours faithfully,
(Signature of Party)
1
1
Form No. 2
Register of Destroyed Document
(Regulation 16.4)
Sr. Ref Ref Name Name Date of Date of Date of Date of Final Status of Date of Mode of Re-
No No. & No. & of of Arbitra- Award Award of Disposal Order/ Award ED’s Destruc- marks
Date Date Parties Arbitra- tion of Full Gov-ering by Court Award and Date Approval tion
of of tors Award Bench Board/ of Imple-
Destru- Filing Exe. Com. menta-
ction tion
1
1
REGULATION 17
GUIDELINES FOR ADVERTISEMENTS BY MEMBERS
17.1 The content of the advertisements, brochures, etc. should be related only to the nature of services
that stockbroker can offer in respect of sales and purchase of shares and securities only. The
advertisement should not contain recommendations regarding purchase or sale of any particular
share or security of any company and, or, any recommendation regarding any company.
17.2 The advertisement can be published by a member-broker individually or jointly with other
member-brokers so as to enable small brokers to pool their resources for publicity.
17.3 The advertisement should mention the name/title as recorded for the membership of the Stock
Exchange alongwith the code number allotted by the Securities and Exchange Board of India. It
can also include the names of the sub-brokers affiliated with the broker. The broker should also
designate and authorise and name the authorised person in the publication to ensure the correct-
ness of the information given in the advertisement and prior approval of the Stock Exchange should
have been obtained in respect of such authorised person. The authorised person will be specifically
responsible when two or more brokers jointly advertise for brokerage business.
17.4 (a) The members should ensure that any information given in the advertisement must be correct
and accurate and contain matters of objectivity ascertainable facts which should be ca-
pable of substantiation.
(b) It should not have any adverse reference direct or indirect regarding the reputation of the
other members of the Stock Exchange and also of the Stock Exchange.
(c) The advertisement should not contain anything which is otherwise prohibited for publication
under the relevant Act, unwarranted, misleading information or make any promises. 2{}
17.5 The Advertisement should not include publicity for any party other than the member himself and it
should not contain any reference to any person, firm or institution except as provided for in
Regulations 17.2 and 17.3.
17.6 The member-broker should not allow his or his firm’s name to be advertised by others or allow his or
his firm’s name to be published in the advertisement of others, except as provided for in Regulations
17.2 and 17.3.
17.7 The member broker should submit a copy of the advertisement to the Stock Exchange authorities
3and Securities and Exchange Board of India as soon as it is published. The Exchange Authorities
will have the cease and desist powers in this behalf.
17.8 If a member-broker violates any of the above Regulations for the

1 Inserted by Governing Board Resolution dated 15.2.93
2 Amended by Governing Board Resolution dated 2.3.2000 and approved by SEBI on 3.5.2000
advertisement, he is liable to be penalised for the same by the Stock Exchange authorities and/or
SEBI.
17.9 If the Stock Exchange authorities levy any penalty or take any disciplinary action against the
member-broker, e.g. by way of suspension or declaring him as defaulter etc., it should
be immediately made public by the Stock Exchange authorities, and the concerned member-
broker should not advertise during the period of suspension.
1
Inserted as per Governing Board Resolution dated 15.02.1993.
1
REGULATION 18
GUIDELINES FOR SUB-BROKERS
18.1 No person shall be eligible to be recognized by the Exchange as a sub-broker affiliated to a

Member of the Exchange unless he fulfills the criteria stipulated by the Exchange from time to
time.”
1
1
REGULATION 19
“CENTRAL DATABASE OF MARKET PARTICIPANTS”
19. A member shall comply with the provisions of SEBI (Central Database of Market Participants)
Regulations, 2003 and the circular/s issued for implementation of the same.
1
1
REGULATION 20
LISTING AGREEMENT FOR DEBENTURES ISSUED THROUGH PUBLIC / RIGHTS ISSUE
This agreement made at _________________ this _____________________________________ day

of___________20_____by__________________________________________________ a Company/any other
entity duly formed and registered under the relevant Act and having its Registered office at
_________________________________________________________ (hereinafter called “the Issuer”) with the BSE
(hereinafter called ‘the Exchange’).
WHEREAS the Issuer has filed with the Exchange an application for listing its debentures more particularly
described in detail in Schedule I annexed hereto and made a part thereof.
agreement in terms hereinafter appearing, to qualify for the admission and continuance of the said
securities upon the list of the Exchange.
AND WHEREAS the issuer, whose equity shares are listed and who has already entered into a listing
agreement for its equity shares, shall also enter into this debenture listing agreement for listing its debentures
and shall comply with the same in addition to the listing agreement already signed. In case of
inconsistency, if any in the obligations arising out of these agreements the provision of listing agreement
for equity shall prevail.
NOW THEREFORE in consideration of the Exchange having agreed to list the said securities, the Issuer
hereby agrees to covenants appearing in the Listing Agreement and agrees with the Exchange as
follows:
1. The issuer agrees that allotment of securities offered shall be done as per the disclosures made by
the issuer and available in public domain.
2. The Issuer agrees that it will not forfeit unclaimed interest before the claim becomes barred by law
and that such forfeiture, when effected, will be annulled in appropriate cases;
3. The Issuer agrees to notify the Exchange regarding expected default in timely payment of interest
or redemption amount or both in respect of the debentures listed on the exchange as soon as the
same becomes apparent to the Issuer.
4. Unless the terms of issue otherwise provide, the Issuer will not select any of its listed securities for
redemption otherwise than pro rata or by lot and will promptly furnish to Exchange any information
requested in reference to such redemption.
5. The Issuer agrees that it shall have a debenture trustee for each debenture issued and listed by it
on the Exchange on a continuous basis (i.e. the onus of appointing a debenture trustee on the
resignation of the earlier one lies on the Issuer) and the issuer will forward to the Debenture Trustee
promptly and without application: -
a. Two copies of the Statutory and Directors’ Annual Reports, Balance Sheets and Profits & Loss
Accounts and of all periodical and special reports as soon as they are issued.
b. Two copies of all notices, resolutions and circulars relating to new issue of security prior to
their dispatch to shareholders/debenture holders;
c. Copy of all the notices, call letters or any other circulars at the same time as they are sent to
the debenture holders or advertised in the Press;
1
Added by Governing Board Resolution dated 11.12.2004.
d. Copy of the proceedings of the meetings of debenture holders;

e. Copy of all notices, circulars, etc., issued or advertised in the press either by the Issuer, or by
any entity which the Issuer proposes to absorb or with which the Issuer proposes to merge or
amalgamate, or under orders of the court of any other statutory authority in connection with
any merger, amalgamation, re-construction, reduction of capital, scheme or arrangement,
including notices, circulars, etc. issued or advertised in the press in regard to meetings of
debenture holders or creditors or any class of them and copy of the proceedings at all such
meetings.
f. Copies of all notices sent to its shareholders/debenture holders with respect to amendments
to its Memorandum and Articles of Association and will file with it a copy (which will be
certified) of such amendments as soon as they shall have been adopted by the Issuer in
general meeting.
g. Such information as required by the debenture trustee and provide access to relevant books
of accounts to debenture trustee
h. A certificate regarding maintenance of adequate security cover in respect of listed
debentures by either a practicing company secretary or a practicing chartered accountant,
every quarter.
6. The Issuer agrees to send to its debenture holders upon request a copy of the Director’s Annual
Reports, Balance Sheet and Profit and Loss Account. The Issuer further agrees to file the same with
the Exchange.
7. The issuer agrees that it shall :-

a. create and maintain security ensuring adequate security cover at all times for secured
debentures
b. ensure timely dispatch of debenture certificate/demat credit and timely interest/
redemption payment
c. abide by the requirements of SEBI (Disclosure and Investor Protection) Guidelines, 2000; as
applicable with issuance of debentures.
8. The issuer undertakes to promptly notify the exchange:

a. of any attachment or prohibitory orders restraining the Issuer from transferring debentures out
of the names of the registered holders and furnish to the Exchange particulars of the numbers
of securities so affected, the distinctive numbers of such securities and the names of the
registered holders and their demat account details.
b. of any action which will result in the redemption, conversion, cancellation, retirement in whole
or in part of any debentures or such action that would effect adversely payment of interest of
debentures listed on the Exchange.
c. of any change in the form or nature of any of its debentures that are listed on the Exchange
or in the rights or privileges of the holders thereof and make an application for listing of the
said securities as changed, if the Exchange shall so require.
d. any proposed change in the general character or nature of its business/activities.
e. any change in the following :
i) Issuer’s directorate/members of council by death, resignation, removal or otherwise;
ii) of Managing Directors/members of council.
iii) of Auditors appointed to audit the books and accounts of the Issuer.
f. Within 15 minutes of closure of the meeting of its Board of Directors/Council held to consider
or decide on the below mentioned matters will inform the Exchange by fax, telegram
i) short particulars of any increase of capital by way of new securities whether by issue of
bonus shares through capitalization, or by way of right shares to be offered to the
shareholders or debenture holders, or in any other way;
ii) short particulars of the reissues of forfeited shares or securities, or the issue of shares or
securities held in reserve for future issue or the creation in any form or manner of new
shares or securities or any other rights, privileges or benefits to subscribe to;
iii) short particulars of any other alterations of capital, including calls;
iv) the dividends and/or bonus recommended or declared or the decision to pass over any
dividend
v) any other information necessary to enable the holders of the listed securities of the Issuer
to appraise its position and to avoid the establishment of a false market in such listed securities.
9. a. The Issuer agrees to close its transfer books or fix a record date for purposes of payment of
interest and payment of redemption amount or for such other purposes as the exchange
may agree to or require and to give to exchange the notice in advance of at least thirty
days, or of as many days as exchange may from time to time reasonably prescribe, stating
the dates of closure of its transfer books (or, when the Transfer books are not to be closed, the
date fixed for taking a record of its debenture holders) and specifying the purpose or
purposes for which the transfer books are to be closed (or the record is to be taken) The Issuer
further agrees to ensure that the time gap between two book closures and record dates
would be atleast 30 days. Alternatively, the Issuer may agree to provide its schedule of book
closure or record dates for the purpose of payment of interest and redemption amount at
the time of listing of the debenture instrument itself and intimate any changes in such schedule
to the stock exchange/debenture holders.
b. The Issuer agrees that it will not close its transfer books on such days (or when the transfer
books are not to be closed, fix such date for the taking of a record of its debenture holders) as
may be inconvenient to Exchange for the purpose of settlement of transactions, of which
due notice at least 21 days in advance shall have been given by Exchange to the Issuer.
c. The Issuer will issue all interest warrants and cheques for redemption money simultaneously,
which shall be payable at par at such centers as may be agreed to between the Exchange
and the Issuer and disclosed to the debenture holders and which shall be collected at par,
with collection charges, if any, being borne by the Issuer, in any bank in the country at
centers other than the centers agreed to between Exchange and the Issuer, so as to reach
the holders of debentures on or before the date fixed for payment of interest on debentures
or redemption money, as the case may be.
10. The Issuer will notify the Exchange at least 7 days in advance of the date of the meetings of its
Board of Directors/Council of issuer at which the recommendation or declaration of issue of
convertible debentures or of debentures carrying a right to subscribe to equity shares or any other
matter affecting the interests of debenture holders is due to be considered.
11. a. The Issuer agrees to intimate the Exchange in advance, of its intention to raise funds through
issue of new debentures if it proposes to list such new debentures on the Exchange. The Issuer
also agrees to make an application to the exchange for the listing of such new debentures
on the Exchange. The Issuer also agrees to make an application to the exchange for the
listing of such new issue issue of debentures and to submit such provisional documents as
required by the Exchange relating thereto.
b. The Issuer agrees to make true, fair and adequate disclosure in the offer documents as per
the applicable regulatory requirements in respect of such new or further issue of debentures
which the Issuer proposes to list on the Exchange.
c. The Issuer agrees that it shall not issue any prospectus/ offer document/ letter of offer for
public subscription of any securities unless the said prospectus/ offer document/ letter of offer
has been filed with SEBI and an observation letter has been obtained from SEBI through the
lead manager.
d. The Issuer further agrees that the Issuer shall submit to the exchange such documents to
enable it to admit/ list the said securities for dealing in the exchange.
e. In the event of non-submission of the documents as mentioned in sub-clause (d) above by
the Issuer to the exchange or withdrawal of the observation letter, if any, issued by SEBI, any-
time before grant of permission for listing/ admission to dealing of the securities, the securities
shall not be eligible for listing/ dealing, as the case may be, and the issuer shall be liable to
refund the subscription monies to the respective investors immediately.
f. The issuer agrees to ensure that any scheme of arrangement/ amalgamation/merger/
reconstruction/ reduction of capital, etc., to be presented to any Court or Tribunal does not
in any way violate, override or circumscribe the provisions of securities laws or the stock
exchange requirements.
(Explanation: For the purposes of this sub-clause, ‘securities laws’ mean the SEBI Act, 1992, the
Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996 and the provisions of the
Companies Act, 1956 which are administered by SEBI under section 55A thereof, the rules,
regulations, guidelines etc. made under these Acts and the instant Listing Agreement.)
g. The issuer agrees that in the explanatory statement forwarded by it to the shareholders u/s
393 or accompanying a proposed resolution to be passed u/s 100 of the Companies Act, it
shall disclose the pre and post-arrangement or amalgamation (expected) capital structure
and shareholding pattern.
12. Apart from complying with all specific requirements as above, the Issuer will keep the Exchange
informed of events such as strikes, lock outs, closure on account of power cuts, etc. both at the
time of occurrence of the event and subsequently after the cessation of the event in order to
enable the holder of the security and the public to appraise the position of the Issuer and to avoid
the establishment of a false market in its securities. In addition, the Issuer will furnish to the
Exchange such information concerning the Issuer as the Exchange may reasonably require. The
material events may be event such as:
a. Change in the general character or nature of business/activities
Without prejudice to the generality of Clause 1.3 f v) of the Listing Agreement the Issuer will promptly
notify the Exchange of any material change in the general character or nature of its business/
activities where such change is brought about by the Issuer entering into or proposing to enter into
any arrangement for technical, manufacturing, marketing or financial tie-up or by reason of the
Issuer, selling or disposing of or agreeing to sell or dispose of any unit or division or by the Issuer,
enlarging, restricting or closing the operations of any unit or division or proposing to enlarge, restrict
or close the operations of any unit or division or otherwise.
covered by insurance and without delay furnish to the Exchange an estimate of the loss in revenue
or production arising there from, and the steps taken to restore normalcy, in order to enable the
security holders and the public to appraise the position of the issue and to avoid the establishment
of a false market in its securities.
The issuer will promptly notify the Exchange the commencement of commercial/production or the
commencement of commercial operations of any unit/division where revenue from the unit/divi-
sion for a full year of production or operations is estimated to be not less than ten per cent of the
revenues of the Issuer for the year.

framework
realisation on its goods or services (which are subject to price or distribution, control/restriction by
the Government or other statutory authorities, whether by way of quota, fixed rate of return, or
otherwise) arising out of modification or change in Government’s or other authorities’ policies
The issuer will promptly after the event inform the Exchange of the developments with respect to
any dispute in conciliation proceedings, litigation, assessment, adjudication or arbitration to which
it is a party or the outcome of which can reasonably be expected to have a material impact on its
present or future operations or its profitability or financials.
The Issuer will promptly notify the Exchange, the details of any rating or revision in rating assigned to
any debenture or equity instrument of the Issuer or to any fixed deposit programme or to any
provided the rating so assigned has been quoted, referred to, reported, relied upon or otherwise
used by or on behalf of the Issuer.
g. Comments of Debenture Trustees
The Issuer will promptly notify the Exchange, the details of any letter or comments made by
Debenture Trustees regarding payment/non-payment of interest on due dates, payment/non-
payment of principal on the due dates or any other matter concerning the security, issuer and /or
the assets along with its comments thereon, if any.
h. Delay in Payment of Interest / Principal Amount
The Issuer will promptly notify the Exchange, as and when there is a delay in timely payment of
interest and / or the possibility of delay in repayment of the principal amount.
i. Classification as Non Performing Assets
The Issuer will promptly notify the Exchange, as and when any loan of the Issuer is classified as a
non-performing asset as per the norms of Reserve Bank of India by any bank or financial institution.
j. Any other information having bearing on the operation/performance of the issuer as well as
price sensitive information.
13. The Issuer, agrees to furnish such information required by the Exchange in respect of the securities
listed on the Exchange and to permit the Exchange to make available immediately to its members
and to the Press any information supplied by the Issuer in compliance with any of the listing
requirements.
Provided that in cases where the information concerns an incomplete proposal or negotiations or
the Issuer considers that disclosure to the public of such information might prejudice the issuer’s
legitimate commercial interests, the Exchange may, on application made in that behalf, grant a
dispensation from the publication of such information after recording reason(s) therefore. Provided
further that such dispensation would be subject to the condition that such information is maintained
strictly confidential by the Issuer.
14. The Issuer agrees and undertakes to designate the Company Secretary or any other person as
Compliance Officer who :
a. shall be responsible for monitoring compliance with the regulatory provisions applicable to
such issue of debentures and report the same at the meeting of board of directors/Council of
issuer held subsequently. He shall directly liaise with the authorities such as Securities Exchange
Board of India, Stock Exchanges, Registrar of Companies, etc., and investors as far as
implementation of various clauses, rules, regulations and other directives of authorities
aforementioned and redressal of grievances of the investors are concerned, and,
b. shall be responsible for filing the information in the EDIFAR system as and when mandated by
SEBI. The compliance officer and the Issuer shall ensure the correctness and authenticity of
the information filed in the system and that it is in conformity with applicable laws and terms of
the listing agreement.
15. The Issuer agrees that as soon as its Securities are listed on the Exchange, it will pay to the
Exchange fees as prescribed by the Exchange, and that thereafter, so long as the securities
continued to be listed on the Exchange, it will pay to the Exchange on or before April 30, in each
year an Annual Listing Fee computed on the basis of the securities of the Issuer as on March 31. The
Issuer also agrees that it shall pay the additional fee, at the time of making application for listing of
debentures arising out of further issue.
16. The Issuer agrees and undertakes, as a pre-condition for continued listing of securities hereunder,
to comply with any regulations, requirements, practices and procedures as may be laid down by
the Stock Exchange for the purpose of dematerialisation of securities hereunder in pursuance of
the then prevailing statutes and/or statutory regulations, to facilitate scripless trading
17. In addition to the foregoing provisions and not in derogation thereof, the Issuer agrees to comply
with the provisions of the relevant Acts including the Securities Contract Regulations Act, 1956,
Securities Contract Regulation Rules, 1957 and guidelines issued by the Securities Exchange Board
of India and also such other and future guidelines as may be issued from time to time by the
Government, Reserve Bank of India and/or the Securities Exchange Board of India as may be
applicable.
18. The Issuer shall mandatorily comply with all the Accounting Standards issued by ICAI or statutorily
imposed from time to time.
19. The Issuer agrees to comply with such provisions as may be specified by the Exchange for clearing
and settlement process.
20. The issuer agrees that –

a. as far as possible allotment of securities offered to the public shall be made within the time
period specified in the relevant guidelines of SEBI.
b. Credit to demat account will be given within two working days from the date of allotment
c. it shall pay interest @ 15% per annum if the allotment has not been made and or refund orders
have not been dispatched to the investors within the time period specified in the guidelines
and disclosed in the offer document.
21. The Issuer agrees to send the following to its debenture holders:
a. Notice of all meetings of the relevant debenture holders specifically stating that the provisions
for appointment of proxy as mentioned in section 176 of the Companies Act, 1956, shall be
applicable for such meeting.
b. A half- yearly communication, counter signed by debenture trustees containing interalia
following information :
i) Credit rating
ii) Asset cover available
iii) Status of security
iv) Debt-Equity ratio
v) Previous due date for the payment of interest/principal and whether the same has been
paid or not
vi) Next due date for the payment of interest/principal and whether the same would be
paid or not
c. Information in sub-clause (b) may also be disseminated as below:
i) To publish the details on half yearly basis in one English National Daily with wide circulation,
one Hindi national daily with wide circulation and a regional language daily with wide
circulation at the place of the registered office of the issuer.
ii) The issuer shall post the same in the EDIFAR website as and when made mandatory. The
issuer may also host the same in its website.
22. The issuer agrees to comply with the following provisions:

(For the purpose of this clause, the term board of directors is generic and shall be construed to
cover the governing body / council of issuer, wherever applicable)
A) Composition of Board
1. The Board of directors of the company shall have an optimum combination of executive and
2. Where the Chairman of the Board is a non-executive director, at least one-third of the Board
3. For the purpose of the sub-clause (ii), the expression ‘independent director’ shall mean a non-
b. is not related to promoters or persons occupying management positions at the board
level or at one level below the board;
years;
d. Is not a partner or an executive or was not partner or an executive during the preceding
three years, of any of the following:
i) the statutory audit firm or the internal audit firm that is associated with the company,
and
ii) the legal firm(s) and consulting firm(s) that have a material association with the
company.
e. Is not a material supplier, service provider or customer or a lessor or lessee of the

company, which may affect independence of the director; and
(Explanation
a. Associate shall mean a company which is an “associate” as defined in Accounting Standard (AS)
23, “Accounting for Investments in Associates in Consolidated Financial Statements”, issued by the
Institute of Chartered Accountants of India.
c. “Relative” shall mean “relative” as defined in section 2(41) and section 6 read with Schedule IA of
the Companies Act, 1956.)
4 Nominee directors appointed by an institution which has invested in or lent to the company
(Explanation :
(Acquisition and Transfer of Undertakings) Act, 1980 [both Acts].”)
B) Non executive directors’ compensation and disclosures

shall be fixed by the Board of Directors and shall require previous approval of shareholders in general
meeting. The shareholders’ resolution shall specify the limits for the maximum number of stock
options that can be granted to non-executive directors, including independent directors, in any
financial year and in aggregate.
C) Other provisions as to Board and Committees

1. The board shall meet at least four times a year, with a maximum time gap of three months
between any two meetings. The minimum information to be made available to the board is given
in Annexure – I A.
2. A director shall not be a member in more than 10 committees or act as Chairman of more than five
committees across all companies in which he is a director. Furthermore it should be a mandatory
annual requirement for every director to inform the company about the committee positions he
occupies in other companies and notify changes as and when they take place.
(Explanation:
1. For the purpose of considering the limit of the committees on which a director can serve, all
public limited companies, whether listed or not, shall be included and all other companies
including private limited companies, foreign companies and companies under Section 25 of
the Companies Act shall be excluded.
Audit Committee and the Shareholders’ Grievance Committee alone shall be considered.)
3. The Board shall periodically review compliance reports of all laws applicable to the company,
prepared by the company as well as steps taken by the company to rectify instances of
non-compliances.
D) Code of Conduct
1 The Board shall lay down a code of conduct for all Board members and senior management of the
company. The code of conduct shall be posted on the website of the company.
2 All Board members and senior management personnel shall affirm compliance with the code on
an annual basis. The Annual Report of the company shall contain a declaration to this effect
signed by the CEO.
(Explanation:
members of its core management team excluding Board of Directors. Normally, this would
functional heads.)
II Audit Committee
A) Qualified and Independent Audit Committee

(Explanation 1 : The term “financially literate” means the ability to read and understand basic
Explanation 2 : A member will be considered to have accounting or related financial
professional certification in accounting, or any other comparable experience or background which
results in the individual’s financial sophistication, including being or having been a chief executive
officer, chief financial officer or other senior officer with financial oversight responsibilities.)
B) Meeting of Audit Committee
elapse between two meetings. The quorum shall be either two members or one third of the members
of the audit committee whichever is greater, but there should be a minimum of two independent
members present.
C) Powers of Audit Committee
i) To investigate any activity within its terms of reference.
ii) To seek information from any employee.
iii) To obtain outside legal or other professional advice.
To secure attendance of outsiders with relevant expertise, if it considers necessary.
D) Role of Audit Committee

1. Oversight of the company’s financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible.
2. Recommending to the Board, the appointment, re-appointment and, if required, the
replacement or removal of the statutory auditor and the fixation of audit fees.
3. Approval of payment to statutory auditors for any other services rendered by the statutory
auditors.
4. Reviewing, with the management, the annual financial statements before submission to the
board for approval, with particular reference to:
a. Matters required to be included in the Director’s Responsibility Statement to be included
in the Board’s report in terms of clause (2AA) of section 217 of the Companies Act, 1956
management
5. Reviewing, with the management, the quarterly financial statements before submission to the
board for approval
6. Reviewing, with the management, performance of statutory and internal auditors,adequacy
of the internal control systems.
7. Reviewing the adequacy of internal audit function, if any, including the structure of the
internal audit department, staffing and seniority of the official heading the department,
reporting structure coverage and frequency of internal audit.
there is suspected fraud or irregularity or a failure of internal control systems of a material
nature and reporting the matter to the board.
10. Discussion with statutory auditors before the audit commences, about the nature and scope
of audit as well as post-audit discussion to ascertain any area of concern.
11. To look into the reasons for substantial defaults in the payment to the depositors, debenture
holders, shareholders (in case of non payment of declared dividends) and creditors.
13. Carrying out any other function as is mentioned in the terms of reference of the Audit
Committee.
(Explanation (i) : The term “related party transactions” shall have the same meaning as contained
in the Accounting Standard 18, Related Party Transactions, issued by The Institute of Chartered
Accountants of India.
(Explanation (ii): If the company has set up an audit committee pursuant to provision of the
contained in this clause.)
E) Review of information by Audit Committee

i) Management discussion and analysis of financial condition and results of operations;

ii) Statement of significant related party transactions (as defined by the audit committee),
iii) Management letters / letters of internal control weaknesses issued by the statutory auditors;
iv) Internal audit reports relating to internal control weaknesses; and
The appointment, removal and terms of remuneration of the Chief internal auditor shall be

a. At least one independent director on the Board of Directors of the holding company shall be a
director on the Board of Directors of a material non listed Indian subsidiary company.
b. The Audit Committee of the listed holding company shall also review the financial statements,
c. The minutes of the Board meetings of the unlisted subsidiary company shall be placed at the
(Explanation 1: The term “material non-listed Indian subsidiary” shall mean an unlisted subsidiary,
Explanation 2: The term “significant transaction or arrangement” shall mean any individual
expenses or total assets or total liabilities, as the case may be, of the material unlisted subsidiary for
the immediately preceding accounting year.
Explanation 3: Where a listed holding company has a listed subsidiary which is itself a holding
concerned).
IV. Disclosures
A) Basis of related party transactions

1. A statement in summary form of transactions with related parties in the ordinary course of
2. Details of material individual transactions with related parties which are not in the normal course
of business shall be placed before the audit committee.
3. Details of material individual transactions with related parties or others, which are not on an
arm’s length basis should be placed before the audit committee, together with Management’s
justification for the same.
B) Disclosure of Accounting Treatment

Where in the preparation of financial statements, a treatment different from that prescribed in an
Accounting Standard has been followed, the fact shall be disclosed in the financial statements,
together with the management’s explanation as to why it believes such alternative treatment is
more representative of the true and fair view of the underlying business transaction in the Corporate
Governance Report.
C) Board Disclosures – Risk management

The company shall lay down procedures to inform Board members about the risk assessment and
minimization procedures. These procedures shall be periodically reviewed to ensure that executive
management controls risk through means of a properly defined framework.
D) Proceeds from public issues, rights issues, preferential issue s etc.

quarterly declaration of financial results. Further, on an annual basis, the company shall prepare a
statement of funds utilized for purposes other than those stated in the offer document/prospectus/
notice and place it before the audit committee. Such disclosure shall be made only till such time
that the full money raised through the issue has been fully spent. This statement shall be certified by
the statutory auditors of the company. The audit committee shall make appropriate
recommendations to the Board to take up steps in this matter.
E) Remuneration of Directors
1. All pecuniary relationship or transactions of the non-executive directors vis-à-vis the company
shall be disclosed in the Annual Report.
2. Further the following disclosures on the remuneration of directors shall be made in the section
on the corporate governance of the Annual Report:
a. All elements of remuneration package of individual directors summarized under major
b. Details of fixed component and performance linked incentives, along with the performance
criteria.
c. Service contracts, notice period, severance fees.
d. Stock option details, if any – and whether issued at a discount as well as the period over
3. The company shall publish its criteria of making payments to non-executive directors in its
4. The company shall disclose the number of shares and convertible instruments held by non
executive directors in the annual report.
5. Non-executive directors shall be required to disclose their shareholding (both own or held by/
for other persons on a beneficial basis) in the listed company in which they are proposed to be
appointed as directors, prior to their appointment. These details should be disclosed in the
F) Management
1. As part of the directors’ report or as an addition thereto, a Management Discussion and
Discussion & Analysis should include discussion on the following matters within the limits set by
the company’s competitive position:
i) Industry structure and developments.
ii) Opportunities and Threats.
iii) Segment–wise or product-wise performance.

iv) Outlook
v) Risks and concerns.
vi) Internal control systems and their adequacy.
vii) Discussion on financial performance with respect to operational performance.
viii) Material developments in Human Resources / Industrial Relations front, including number
of people employed.
2. Senior management shall make disclosures to the board relating to all material financial and
commercial transactions, where they have personal interest, that may have a potential
relatives etc.)
(Explanation: For this purpose, the term “senior management” shall mean personnel of the
company who are members of its. core management team excluding the Board of Directors). This
would also include all members of management one level below the executive directors
including all functional heads.)
G) Shareholders
1. In case of the appointment of a new director or re-appointment of a director the shareholders
must be provided with the following information:
a) A brief resume of the director;
b) Nature of his expertise in specific functional areas;
c) Names of companies in which the person also holds the directorship and the membership
of Committees of the Board; and
d) Shareholding of non-executive directors as stated in Clause 37 (IV) (E) (v) above
2. Quarterly results and presentations made by the company to analysts shall be put on company’s
web-site, or shall be sent in such a form so as to enable the stock exchange on which the
company is listed to put it on its own web-site.
3. A board committee under the chairmanship of a non-executive director shall be formed to
specifically look into the redressal of shareholder and investors complaints like transfer of shares,
non-receipt of balance sheet, non-receipt of declared dividends etc. This Committee shall be
designated as ‘Shareholders/Investors Grievance Committee’.
4. To expedite the process of share transfers, the Board of the company shall delegate the power
of share transfer to an officer or a committee or to the registrar and share transfer agents. The
delegated authority shall attend to share transfer formalities at least once in a fortnight.
and the CFO i.e. the whole -time Finance Director or any other person heading the finance function
a. They have reviewed financial statements and the cash flow statement for the year and that to
the best of their knowledge and belief :
i) these statements do not contain any materially untrue statement or omit any material
ii) these statements together present a true and fair view of the company’s affairs and are in
compliance with existing accounting standards, applicable laws and regulations.
b. There are, to the best of their knowledge and belief, no transactions entered into by the
conduct.
c. They accept responsibility for establishing and maintaining internal controls and that they have
evaluated the effectiveness of the internal control systems of the company and they have
disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of
internal controls, if any, of which they are aware and the steps they have taken or propose to
take to rectify these deficiencies.
d. They have indicated to the auditors and the Audit committee
i) significant changes in internal control during the year;
ii) significant changes in accounting policies during the year and that the same have been
iii) instances of significant fraud of which they have become aware and the involvement
company’s internal control system

1 There shall be a separate section on Corporate Governance in the Annual Reports of
company, with a detailed compliance report on Corporate Governance. Non-compliance of
any mandatory requirement of this clause with reasons thereof and the extent to which the
non-mandatory requirements have been adopted should be specifically highlighted.
The suggested list of items to be included in this report is given in Annexure - I C and list of
non-mandatory requirements is given in Annexure – I D.
2 The companies shall submit a quarterly compliance report to the stock exchanges within 15
days from the close of quarter as per the format given in Annexure I B. The report shall be
signed either by the Compliance Officer or the Chief Executive Officer of the company
VII. Compliance
1 The company shall obtain a certificate from either the auditors or practicing company secre-
taries regarding compliance of conditions of corporate governance as stipulated in this clause
and annex the certificate with the directors’ report, which is sent annually to all the sharehold-
ers of the company. The same certificate shall also be sent to the Stock Exchanges along with
the annual report filed by the company.
2 The non-mandatory requirements given in Annexure – I D may be implemented as per the
discretion of the company. However, the disclosures of the compliance with mandatory re-
quirements and adoption (and compliance) / non-adoption of the non-mandatory require-
ments shall be made in the section on corporate governance of the Annual Report.
23 The Issuer agrees that:

a. letters of allotment/demat credit/letters of regret will be issued simultaneously and that in the
event of its being impossible, to issue letters of regret at the same time, a notice to that effect
will be inserted in the press so that it will appear on the morning after the letters of allotment
have been posted;
b. letters of allotment or acceptance will be serially numbered, printed on good quality paper
and examined and signed by a responsible officer of the Issuer and that whenever possible
they will contain the distinctive numbers of the securities to which they relate;
c. letters of allotment will contain a provision for splitting
d. letters of allotment will state how the next payment of interest on the said securities will be
calculated.
24 The Issuer will issue, when so required, receipts in such forms as prescribed by the Exchange, for all
debentures deposited with it whether for registration, subdivision, consolidation, renewal, exchange
or for other purposes.
25 The Issuer agrees to

a. have on hand at all times a sufficient supply of certificates to meet the demands for transfer,
sub-division, consolidation, renewal;
b. issue certificates within one month of the date of lodgment for transfer, subdivision, consolidation,
renewal, exchange or endorsement of calls/allotment monies
26 The Issuer agrees to:

a. issue, unless the exchange otherwise agrees and the parties concerned desire, allotment
letters, certificates and other relevant documents in such units of trading as may be specified
by the exchange subject to the same being in compliance with the instructions, if any, issued
by SEBI in this regard.
b. keep the trading lot as specified by the Exchange from time to time and to split certificates
and letters of allotment of large denomination into smaller units and to consolidate certificates
of small denominations into denominations corresponding to requirements of the Exchange;
c. promptly issue new certificates in replacement of those which are old, decrepit or worn out or
where the cages on the reverse for recording transfers have been fully utilized.
d. promptly issue new certificates in replacement of those which are lost within six weeks of
notification of loss and receipt of proper indemnity, or within a time period agreed by the
Stock Exchange upon receipt of such documents/compliance of such procedures as laid down
in the statute under which the issuer has been formulated, if any.
e. issue call notices and splits and duplicates thereof in a standard form acceptable to Exchange,
to forward a supply of the same promptly to Exchange for meeting requests for blank, split and
duplicate call notices, to make arrangements for accepting call moneys at all centers where
there are recognized Stock Exchanges in India and not to require a discharge on call receipts,
wherever applicable.
f. accept the discharge of the member of Exchange on split, consolidation and renewal
receipts as good and sufficient without insisting on the discharge of the registered holders,
wherever applicable.
27. When documents are lodged for sub-division, consolidation or renewal through the clearing house
of Stock Exchange, the Issuer agrees that:
a. it will accept the discharge of an official of Stock Exchange Clearing House on the Issuer’s split,
consolidation and renewal receipts as good and sufficient without insisting on the discharge of
the registered holders, if the issuer is governed by the statute formulating the issuer, in case of
inconsistency if any it will act as per the governing statute however to the satisfaction of the
exchange:
b. when the Issuer is unable to issue certificates or split, consolidation or renewal receipts
immediately on lodgment, it will verify whether the discharge of the registered holders on the
documents lodged for sub-division, consolidation or renewal and their signature on the
relative transfers are in order. If the issuer is governed by the statute formulating the issuer, in
case of inconsistency if any it will act as per the governing statute however to the satisfaction
of the exchange:
28. The Issuer will, if so required by Exchange, certify transfer against letters of allotment and certificates
and in that event the Issuer will promptly make on transfers an endorsement to the following effect;
Name of Issuer ______________ Certificate/Allotment Letter No. _______ for the within mentioned
____________________________ securities is deposited in the Issuer’s Office against this transfer
No._____________________
Signature(s) of Official(s) ___________________ Date _______________
29. Unless the Exchange otherwise agrees the Issuer agrees that it will not make any charge to the
investor:
a. for registration of transfers of its debentures;
b. for sub-division and consolidation of debenture certificates and for sub-division of letters of
allotment and split, consolidation, renewal and pucca transfer receipts into denominations
corresponding to the market units of trading;
c. for issue of new certificates in replacement of those which are old, decrepit or worn out, or
where the cages on the reverse of recording transfers have been fully utilised;
d. for registration of any power of attorney, probate, letters of administration or similar other
documents.
30. The Issuer agrees that it will not charge any fees exceeding those, which may be agreed upon
with Stock Exchange
a. for issue of new certificates in replacement of those that are torn, defaced, lost or destroyed;
b. for sub-division and consolidation of debenture certificates and for sub-division of letters of
allotment and split, consolidation, renewal and pucca transfer receipts into denominations
other than those fixed for the market units of trading.
31. The Issuer agrees to promptly verify the signatures of debenture holders on allotment letters, split,
consolidation, renewal, transfer and any other temporary receipts and transfer deeds when so
required by the debenture holders or a member of the Exchange or by the Clearing / Settlement
system prescribed by the Exchange.
32. Issuer agrees that

a. the instrument of transfer is in any usual or common form or a form considered to be acceptable/
approved by Stock Exchange and
b. the transfer deeds are properly executed and accompanied either by certificates or by letters
of allotment, pucca transfer receipts, split, consolidation or renewal receipts duly discharged
either by the registered holders or, in the case of split, consolidation or renewal receipts, by the
members of Stock Exchange.
33. The Issuer agrees to promptly service the debentures with respect to payment of interest and
principal as per the terms of the issue and shall intimate the Exchange in case it commits default
on the payment of interest and/or principal.
34. The Issuer agrees that it shall be a condition precedent for issuance of new securities, that it shall
deposit before the opening of subscription list and keep deposited with the designated stock
exchange (in cases where the securities are offered for subscription whether through the Issue of a
prospectus, letter of offer or otherwise) an amount calculated at 1% of the amount of securities
offered for subscription to the public and/or to the holders of existing securities of the Issuer, as the
case may be, for ensuring compliance by the Issuer, within the prescribed or stipulated period, of
all prevailing requirements of law and all prevailing listing requirements and conditions as mentioned
in, and refundable or forfeitable in the manner stated in the Rules, Bye- laws and Regulations of the
exchange for the time being in force. 50% of the security deposit, subject to a maximum of Rs. 3
crores should be paid to the exchange in cash. The balance amount can be provided for by way
of a bank guarantee. The security deposit shall be released by exchange after the issuer obtains
No Objection Certificate from SEBI in accordance with the SEBI (Disclosure and Investor Protection)
Guidelines, 2000 and the Bye-laws of the Exchange.
35. a. The issuer agrees that it will furnish on a quarterly basis a statement to the exchange indicating
the variations between projected utilisation of funds and/ or projected profitability statement
made by it in its offer document or object/s stated in the explanatory statement to the notice
for the general meeting for considering preferential issue of securities and the actual utilisation
of funds and/ or actual profitability.
b. The statement referred to in clause a shall be given for each of the years for which projections
are provided in the offer document /object/s sated in the explanatory statement to the notice
for considering preferential issue of securities as shall be published in newspapers simultaneously
with the unaudited /audited financial results.
c. If there are material variations between the projections in the offer document or the explanatory
statement as the case may be, and the actual utilisation/ profitability, the issuer shall furnish an
explanation therefore in the advertisement and shall also provide the same in the Directors’
Report.
36.A. Annual Accounts

1. The Issuer shall publish Consolidated Financial Statements, in case it has subsidiaries in the
annual report in addition to the individual financial statements. The Consolidated Financial
Statements shall also be audited by the statutory auditors of the issuer.
2. The Annual Report shall contain ‘Related Party Disclosures’ in accordance with the applicable
Accounting Statements issued by the Institute of Chartered Accountants of India.
3. The annual accounts shall also contain the following disclosures :
S.No. In the accounts of Disclosures of amounts at the year end and the
maximum amount of loans/ advances/ investments
outstanding during the year.
1. Parent · Loans and advances in the nature of loans to subsidiaries by
name and amount.
Loans and advances in the nature of loans to associates by name
and amount
(i) no repayment schedule or repayment beyond seven years
or
(ii) no interest or interest below section 372A of Companies Act
by name and amount.
• Loans and advances in the nature of loans to firms/companies
in which directors are interested by name and amount.
2. Subsidiary Same disclosures as applicable to the parent company in the

accounts of subsidiary company
3. Parent Investments by the loanee in the shares of parent company and

subsidiary company, when the company has made a loan or
advance in the nature of loan.
Note : a) For the purpose of the above disclosures the terms “parent” and “subsidiary” shall have the
(AS21) issued by ICAI.
b) For the purpose of the above disclosures the terms ‘Associate’ and ‘Related Party’ shall have
the same meaning as defined in the Accounting Standard on “Related Party Disclosures (AS
c) For the purpose of above disclosures directors interest shall have the same meaning as it has
Sec in 299 of Companies Act.
4 Issuers who change their name suggesting any new line of business (including software
business) shall disclose the turnover and income etc from such new activities separately in the
annual accounts for a period of three years from the date of change in name.
B. Cash Flow Statement

1 The issuer agrees to give cash flow statement along with the Balance Sheet and Profit and Loss Account.
2 The Cash Flow Statement will be prepared in accordance with the Accounting Standard on
Cash Flow Statement (AS-3) issued by the Institute of Chartered Accountants of India, and the
Cash Flow Statement shall be presented only under the Indirect Method as given in AS-3.
3 The statement shall be issued under the authority of the Board of Directors/Council of issuer of
the issuer and shall be signed on behalf of the Board of Directors/Council in the manner provided
for the authentication of Balance Sheet and Profit and Loss Account in Section 215 of the
Companies Act, 1956.
C. Directors Report
The Issuer agrees to make the following disclosure in the Directors Report:
i) in case the shares or any other securities of the issuer are delisted by Stock Exchange, it shall
disclose the fact of delisting, together with reasons therefore
ii) in case the securities are suspended from trading, the reason therefore
iii) the name and address of each Stock Exchange at which the issuer’s securities are listed and
also confirm that Annual Listing Fee has been paid to each of the exchange.
D. Relaxation
The issuer agrees that in case it is unable to provide the statements/reports as stated in A through
D above to the satisfaction of the stock exchange, it shall publish in a form approved by Stock
Exchange such periodical statements of its working and earning as required by Stock Exchange,
SEBI, or any statutory body or local authority or any body or authority acting under the authority or
direction of the Central Government.
37. Quarterly Financial Results

A. General
1 The Issuer agrees that it will furnish unaudited financial results on a quarterly basis in the following
pro-forma within one month from the end of quarter (Quarter means 3 months only) to the
Stock Exchange.
2 Such unaudited quarterly results should have been taken on record the Board of Directors/
Council of issuer as the case may be or it’s SubCommittee and signed by the Managing Director
/ Executive Director.
3 The Issuer shall inform the Stock Exchange where its securities are listed about the date of the
board/Council Meeting at least 7 days in advance and shall also issue immediately a press
release in at least one national newspaper and one regional language newspaper about the
date of aforesaid Board/Council or its Sub Committee Meeting.
4 The Issuer shall make an announcement to the Stock Exchanges, where the Issuer is listed,
within 15 minutes of the closure of the Board Meeting or Meeting of a Sub-Committee of Board
of Directors/Council of issuer(consisting of not less than one third of the Directors/council
members),in which the unaudited financial results are placed.
5 The Issuer shall within 48 hours of the conclusion of the Board/Council or its Sub Committee
Meeting publish the unaudited financial results in at least one English daily newspaper circulating
in the whole or substantially the whole of India and in one newspaper published in the language
of the region, where the registered office of the Issuer is situated.
B. Formats of financial Results

(1) Main Format for companies other than Banks
Quarterly Results For Period ______ To ______
(For Issuers Other Than Banks)
(Rs. In Lakhs)
(1) (2) (3) (4) (5)
3 months Corresponding Year to Date Year to date Previous

ended 3 months in figures for current figures for the Accounting
the previous year. period previous year Year
1. Net Sales/Income
from Operations
2. Other Income
a) Increase/ decrease in
stock in Trade
materials
c) Staff cost
be shown separately)
4. Interest
5. Depreciation
6. Profit (+) / Loss (-) before tax
(1+2-3-4-5)
8. Net Profit (+) / Loss (-)
(6-7)
(Face Value of the Share shall
be indicated)
Reserves excluding Revaluation
reserves (as per balance sheet)
of previous accounting year to
be given in column (5)
period, for the year to date and
for the previous year (not to be
annualised)
financial results)
: Aggregate of non-promoter
shareholding
- Number of shares
Notes :
completion of expansion and diversification programs, strikes, lock-outs, change in management,
subsequent to the end of the quarter, the effect whereof is not reflected in the results for the
quarter shall also be disclosed.
b. All material non-recurring/abnormal income/gain and expenditure/loss and effect of all changes
c. In case of issuers whose revenues are subject to material seasonal variations, they shall disclose the
seasonal nature of their activities and may also supplement their unaudited financial results into
d. Issuer shall give the following information in respect of dividend paid or recommended for the year
including interim dividends declared :
e. The effect of changes in composition of the Issuer during the quarter, including business
then the Issuer shall disclose the same along with the impact of such audit qualification(s) on
the profit or loss while publishing the accounts for the said period.
(ii) While publishing unaudited quarterly results, the Issuer shall disclose how the qualification(s), if
any, by the Auditors in respect of the Audited Accounts of the previous accounting year has/
(iii) The Issuer, while furnishing the audited or unaudited financial results to the exchange, shall also
explain to the exchange about the reasons for the qualification(s) referred under (i) and (ii)
above, why the Issuer had failed to publish accounts without such audit qualification(s) and
when the Issuer will remove the qualification(s) and publish accounts without such
qualification(s).
g. If the Issuer is yet to commence commercial production, then instead of the quarterly results, the
Issuer should give particulars of the status of the project, its implementation and the expected
date of commissioning of the project.
h. The un-audited results sent to Stock Exchange/s and published in newspapers should be based on
the same set of accounting policies as those followed in the previous year. In case, there are
If the period of the Financial Year is more than 12 months and not exceeding 15 months there will
and the financial results will be intimated to the Exchange and published in the Newspapers
accordingly. Half yearly results which are required to be subjected to the “Limited Review” by the
Auditors shall be prepared for the first two quarters where the Financial Year does not exceed 15
months and for the first two quarters and also separately for the third and fourth quarters where the
Financial Year exceeds 15 months.
(2) Alternative format for un-audited financial results:
classification of expenditure in the annual profit and loss account in their most recent annual
report may furnish un-audited financial results on a quarterly basis in the alternative format. The
proforma for submitting the results for companies in the alternative format is given below:
Quarterly Results For the Period ______ To ______
(Alternative format of financial results for manufacturing and trading/service companies, which
have followed functional (secondary) classification of expenditure in the annual profit and loss
account published in most recent annual report). (Rs. in Lakhs)
(1) (2) (3) (4) (5)
1 Net Income from sales/

services
(a) Increase /decrease in
stock in trade
(b) Consumption of raw materials
(c) Other
expenditure
3 Gross Profit
4 General Administrative Expense
5 Selling and Distribution Expense

7 Interest
8 Depreciation
10 Other Income
11 Profit
(+)/Loss(-)
before tax
13 Net Profit (+)/ Loss(-)

15 Reserves excluding revaluation
reserves (as per balance
sheet) of previous
accounting year to
16 Basic and diluted EPS
for the period, for
the year to date
and for previous year
(not to be
annualised)
17 Aggregate of
non promoters
shareholding
(applicable for
half yearly results)
• Percentage of
shareholding
Notes :
(i) Staff Cost
change in capital structure etc, shall be disclosed. Similar material event or transactions subsequent
to the end of the quarter, the effect whereof is not reflected in the results for the quarter shall also
be disclosed.
c. All material non-recurring/abnormal income/gain and expenditure/loss and effect of all changes
d. In case of issuers whose revenues are subject to material seasonal variations, they shall disclose the
seasonal nature of their activities and may also supplement their unaudited financial results with
e. Issuer shall give the following information in respect of dividend paid or recommended for the year
including interim dividends declared:
i Amount of Dividend distributed or proposed, distinguishing between different classes of shares
ii Where Dividend is paid or proposed pro-rata for shares allotted during the year, the date of
f. The effect of changes in composition of the Issuer during the quarter, including business
the impact that the qualification(s) would have had on the profit or loss in the unaudited quarterly
results shall be disclosed.
(iii) The Issuer, while furnishing the audited or unaudited financial results to the exchange, shall also
when the Issuer will remove the qualification(s) and publish accounts without such qualification(s).
h. If the Issuer is yet to commence commercial production, then instead of the quarterly results, the
Issuer should give particulars of the status of the project, its implementation and the expected
date of commissioning of the project.
i. The un-audited results sent to Stock Exchange/s and published in newspapers should be based on
the same set of accounting policies as those followed in the previous year. In case, there are
j. If the period of the Financial Year is more than 12 months and not exceeding 15 months there will
and the financial results will be intimated to the Exchange and published in the News papers
accordingly.
Half yearly results which are required to be subjected to the “Limited Review” by the Auditors shall
be prepared for the first two quarters where the Financial Year does not exceed 15 months and for
the first two quarters and also separately for the third and fourth quarters where the Financial Year
exceeds 15 months.
(3) Format for banks

The proforma for submitting results and the review report for banks whose securities are listed in the
Stock Exchange is given below:
Quarterly Results For The Period From _________ To _________ (For Banks)
(Rs in Lakhs)
(1) (2) (3) (4) (5)

1. Interest earned
(a) +(b)+(c)+(d)
on advances/bills
(b) Income on investments
with Reserve Bank of
bank funds
(d) Others
2. Other Income
A. TOTAL INCOME (1+2)
Operating Expense
(e)+(f)
(e) Payments to and provisions
for
employees
(f) Other operating
Expense
B. TOTAL EXPENDITURE
(3)+(4) (excluding
Provisions and
Contingencies)
C. OPERATING PROFIT
(A-B) (Profit before Provisions
and Contingencies)
Contingencies
4. Paid- up equity share capital
5. Reserves excluding Revaluation
reserves (as per balance sheet of
(i) Percentage of shares held by
Government of India
financial results)
Aggregate of Non
Promoter Shareholding
• No. of shares
• Percentage of
Shareholding
Notes:
change in management, change in capital structure etc., shall be disclosed. Similar material event
or transactions subsequent to the end of the quarter, the effect whereof is not reflected in the
results for the quarter shall also be disclosed.
b. All material non recurring/abnormal income/gain and expenditure/loss and effect of all changes
c. Issuer shall give the following information in respect of dividend paid or recommend for the year
i. Amount of dividend distributed or proposed distinguishing between different classes of shares
and dividend per share also indicating nominal value per share.
ii. Where dividend is paid or proposed pro-rata for shares allotted during the year, the date of
d. The effect of changes in composition of the Issuer during the quarter, including business combinations
acquisitions or disposal of subsidiaries and long term investments, restructuring and discontinuing
operations shall be disclosed.
e. (i) If there is/are any qualification(s) by the Auditors in respect of Audited Accounts of any period,
(iii) The Issuer, while furnishing the audited or unaudited financial results to the exchange, shall
also explain to the exchange about the reasons for the qualification(s) referred under (i) and
(ii) above, why the Issuer had failed to publish accounts without such audit qualification(s)
and when the Issuer will remove the qualification(s) and publish accounts without such
qualification(s).
f. The unaudited results sent to Stock Exchange/s and published in newspapers (for listed banks)
should be based on the same set of accounting policies as those followed in the previous year. In
case there are changes in the accounting policies, the results of previous year will be recast as per
the present accounting policies to make it comparable with the current year results.
g. Half yearly results which are required to be subjected to the “Limited Review” by the auditors shall
be prepared for the first two quarters.
C. Preparation of the Financial Results

1 The Issuer shall comply with the Accounting Standard on ‘Accounting for Taxes on Income’ in
preparation of the financial results under this clause.
2 The Issuer may publish consolidated financial results in addition to the unaudited financial results
under this clause.
3 Issuers who change their name suggesting any new line of business (including software business)
shall disclose the turnover and income etc. from such new activities separately in the financial
results for a period of three years from the date of change in name.
4 The financial results shall be prepared on the basis of accrual accounting policy and uniform
accounting practices for all the periods.
5 The unaudited results should be based on the same set of accounting policies as those followed in
the previous year. In case, there are changes in the accounting policies, the results of previous year
will be recast as per the present accounting policies, to make it comparable with current year
results.
6 The issuer agrees that where it has not yet commenced its commercial production, it will make
additional quarterly disclosures as prescribed under Schedule VI of the companies Act 1956,
regarding the balance of unutilized monies raised by issue and the form in which such unutilised
funds have been invested by the issuer.
7 The unaudited results should not substantially differ from the audited results of the Issuer. If the sum
total of the First, Second, Third and Fourth quarterly unaudited results in respect of any item given in
the same pro-forma varies by 20 per cent when compared with the audited results for the full year
the Issuer shall explain the reasons to the Stock Exchanges.
D. Segment Reporting
Where the issuer has reportable segments, it shall furnish segment wise revenue, results and capital
employed along with the quarterly un-audited financial results as per the format given below.
Format for Reporting of Segment wise Revenue, Results and Capital Employed
(Rs in Lakhs)
(1) (2) (3) (4) (5)
1. Segment Revenue
(net sale /income from each
segment should be disclosed
under this head)
a) Segment – A
b) Segment – B
c) Segment - C
d) Others
Total
Less : Inter Segment Revenue

Net sales/Income
From Operations
2. Segment Results
(Profit)(+)/ Loss(-) before tax and
interest from Each segment)*
a) Segment – A
b) Segment – B
c) Segment - C
d) Others
Total
Less : i) Interest**
ii) Other
Un-allocable Expenditure net off
Un-allocable Income
* Profit/loss before tax and after interest in case of segments having operations which are primarily of financial nature.
** Other than the interest pertaining to the segments having operations which are primarily of financial nature.
3. Capital Employed
(Segment assets
–Segment Liabilities)
a) Segment – A
b) Segment – B
c) Segment - C
d) Others
Total
Note :
a. Reportable segment, Segment Revenue, Segment Results, Segment assets and Segment liabilities
shall have the same meaning as defined in the Accounting Standards on Segment Reporting
(AS-17) issued by ICAI.
b. The above information shall be furnished for each of the reportable primary segments as identified
in accordance with AS-17, issued by ICAI.
E. Half yearly results

1. In addition to the unaudited results, the Issuer shall prepare the half yearly results in the same
pro-forma and the same shall be approved by the Board of Directors/Council of issuer and
subjected to a “Limited Review” by the Auditors of the Issuer and a copy of the Review Report shall
be submitted to the Stock Exchanges within 2 months after the close of the half year. For the
purpose of this Review half year shall be construed as consisting of the first two quarters of the
Issuer’s Financial Year. If the sum total of First and Second quarterly un-audited results in respect of
any item given in the same pro-forma format varies by 20% or more from the respective half yearly
results as determined after the “Limited Review” by the Auditors, the Issuer shall send a statement
(approved by the Board of Directors/Council of issuer ) explaining the reasons to the Stock Exchanges
along with Review Report. The Review Report shall be in the following format:
“We have reviewed the accompanying statement of unaudited financial results of ……………………..
(Name of the Issuer) for the period ended …………….. This statement is the responsibility of the Issuer’s
Management and has been approved by the Board of Directors/Council of issuer.
“A review of interim financial information consists principally of applying analytical procedures for
financial data and making inquiries of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with the generally accepted
auditing standards, the objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
“Based on our review conducted as above, nothing has come to our notice that causes us to
believe that the accompanying statement of unaudited financial results prepared in accordance
with accounting standards and other recognised accounting practices and policies has not dis-
closed the information required to be disclosed in terms of Clause 2.14 of the Debenture Listing
Agreement including the manner in which it is to be disclosed, or that it contains any material
misstatement.”
The Review Report for Banks shall be in the following format :
“We have reviewed the accompanying statement of unaudited financial results of ____ (Name of
the Issuer) for the period ended ____. This statement is the responsibility of the Issuer’s Management
and has been approved by the Board of Directors/Council of issuer.
“A review of interim financial information consists principally of applying analytical procedures for
financial data and making inquires of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with the generally accepted
auditing standards, the objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
“In the conduct of our Review we have relied on the review reports in respect of non-performing
assets received from concurrent auditors of _________ branches, inspection teams of the bank of
_______ branches and other firms of auditors of _________ branches specifically appointed for this
purpose. These review reports cover ______ percent of the advances portfolio of the bank. Apart
from these review reports, in the conduct of our review, we have also relied upon various returns
received from the branches of the bank.
“Based on our review conducted as above, nothing has come to our notice that causes us to
believe that the accompanying statement of unaudited financial results prepared in accordance
with accounting standards and other recognised accounting practices and policies has not
disclosed the information required to be disclosed in terms of Clause 2.14 of the Listing Agreement
including the manner in which it is to be disclosed or that it contains any material misstatement or
that it has not been prepared in accordance with the relevant prudential norms issued by the
Reserve Bank of India in respect of income recognition, asset classification, provisioning and other
related matters.”
2 The Issuer shall have an option to publish audited half yearly financial results within two months
instead of publishing un-audited results within one month followed by a Limited Review within two
months.
F. Results for the last quarter

In respect of results for the last quarter of the financial year, if the Issuer intimates in advance to the
Stock Exchange/s that it will publish audited results within a period of 3 months from the end of the
last quarter of the financial year, in such a case unaudited results for the last quarter need not be
published / given to the Stock Exchanges. The audited results for the year shall be published/given
to the Stock Exchanges in the same format as is applicable for publishing of quarterly financial
results.
The companies which opt to publish audited results for the entire year within 3 months instead of
publishing un-audited results for the last quarter within 30 days shall be required to publish annual
audited results in the format specified below. In case of banks and companies furnishing results in
alternative format for manufacturing and trading/service companies (which follow functional
(secondary) classification of expenditure) the columns 1, 2, 3, 4 & 5 as mentioned in the format of
unaudited results therefore shall be adopted and the rows shall remain as required in the respective format.
Format for publication of Annual audited results (Companies opting to give audited
results instead of unaudited fourth quarter results)
(Rs in lakhs)
Particulars (1) (2) (3) (4) (5)
Figures for Figures for Figures for the Audited figures Audited
forthe current
the the last corresponding figures for the
year
9 months quarter quarter of previous
the previous year
year
1. Net Sales /Income from Operations
2. Other Income
a. Increase /decrease in stock
in trade
b. Consumption of raw materials
c. Staff cost
d. Other expenditure
be shown separately)
4. Interest
5. Depreciation

(1+2-3-4-5)
8. Net Profit
(+) / Loss (-) (6-7)

(face value of the share shall be
indicated)
10. Reserves excluding revaluation

reserves (as per balance sheet) of
previous accounting year to be
given in column (5)

for the period, for the year to
date and for the previous year
(not to be annualized)
12. (Applicable for half yearly

financial results) aggregate of non
promoting shareholding
• no. of shares
• percentage of
shareholding
Notes : All the notes applicable to the format of un-audited quarterly financial results shall also be appli-
cable to this format.
G. Relaxation
The issuer agrees that in case it is unable to provide the statements/reports as stated in A through F
above to the satisfaction of the stock exchange, it shall publish in a form approved by Stock
Exchange such periodical interim statements of its working and earning as required by Stock Ex-
change, SEBI, or any statutory body or local authority or any body or authority acting under the
authority or direction of the Central Government.
H. Qualifications in Audit Reports:

1 If there is /are any qualification(s) by the Auditors in respect of Audited Accounts of any time
period, then the issuer shall disclose the same alongwith the impact of such audit qualification(s)
2 While publishing unaudited quarterly results, the issuer shall disclose how the qualification(s), if
any, by the Auditors in respect of the Audited Accounts of the previous accounting years has/
have been addressed in the unaudited quarterly results and it the same is not addressed then
3 The issuer while furnishing the audited or unaudited financial results to the Exchange, shall also
explain in the published audited/ unaudited financial results about the reasons for the
qualification(s) referred under (i) and (ii) above, why the issuer had failed to publish accounts
without such audit qualification(s) and when the issuer will remove the qualification(s) and
publish accounts without such qualification(s).
38. a. The issuer agrees that, as and when mandated by SEBI, it shall file the information, statements
and reports etc on the Electronic Data Information Filing and Retrieval (EDIFAR), in such a
manner and format and within such time as may be specified by SEBI.
Provided that the requirement of this clause shall be in addition to and not in derogation from
the requirement of other clauses of this listing agreement, which may require filing of any
statement, reports and information in the physical or other form with the exchange.
b. The issuer agrees that the compliance officer and the issuer shall ensure the correctness and
authenticity of the information filed in the EDIFAR and it is in conformity with applicable laws
and terms of the filing agreement.
c. The issuer undertakes that while filing the information in the EDIFAR it shall make the following
disclaimer:
‘The information furnished above is certified by [issuer’s name] to be true, fair and accurate
(except in respect of errors in or omissions from documents filed electronically that result solely
from electronic transmission errors beyond our control and in respect of which we take corrective
action as soon as it is reasonably practicable after becoming aware of the error or the omission).
SEBI, the Stock Exchanges do not take any responsibility for the accuracy, validity, consistency
and integrity of the data entered and updated by it.’
The name of the compliance officer with his designation and the issuer’s name shall be displayed
immediately below the disclaimer.
PROVIDED ALWAYS AND ISSUER HEREBY IRREVOCABLY AGREES AND DECLARES that the issuer will not
without the concurrence of Exchange and the previous permission in writing from SEBI withdraw its
adherence to the clauses of this agreement for listing of its securities.
THE ISSUER FURTHER AGREES that it may apply for relaxation from strict application of the provisions of this
agreement, in case it is unable to comply with any of the provisions of this agreement on account of
provisions of the Act/statute/any other document under which it is formed or governed, or in order to
avoid undue hardship to the security holders, in which case the exchange may grant the relaxation
sought for, with the prior approval of SEBI.
AND THE ISSUER HEREBY FURTHER AGREES and declares that any of its securities listed on the exchange
shall remain on the list unless the same are delisted as per the procedure laid down by SEBI and the
Exchange in which case this agreement shall stand terminated AND THAT nothing herein contained
shall restrict or be deemed to restrict the right of the Exchange to delist, suspend or remove from the list
the said securities at any time and for any reason which the Exchange considers proper in accordance
with the applicable legal provisions.
And the issuer further agrees that if it fails to comply with the provisions of this agreement or relevant Acts
or provisions prescribed by the Statutory and Regulatory Bodies, the Exchange has the right to take
suitable action under applicable legal provisions.
IN WITNESS WHEREOF the Issuer has caused these presents to be executed and its Common Seal to be
hereunto affixed as of the day and year first above written.
The common seal of ................................................................................... was hereunto affixed pursuant to a

resolution passed at a meeting held on ...................day of………. Signature of the Board of Directors/
Council of the Issuer....................in the presence of … … … … … … … … … … … Signature
Annexure I A

8. Any material default in financial obligations to and by the company, or substantial nonpayment for
goods sold by the company.
any judgment or order which, may have passed strictures on the conduct of the company or taken
an adverse view regarding another enterprise that can have negative implications on the company.
property.
15. Non-compliance of any regulatory, statutory or listing requirements and shareholders service such
as non-payment of dividend, delay in share transfer etc.
Annexure I B
Name of the Company:
Quarter ending on:
Particulars Clause of Compliance Remarks

Listing Status Yes/
agreement No
(A) Composition of Board 37 (IA)
(B) Non-executive Directors’ compensation 37 (IB)
& disclosures
(B) Board Disclosures 37 (IVB)
(C) Proceeds from public issues, rights issues, 37 (IV C)
preferential issues etc.
(D) Remuneration of Directors 37 (IVD)
Note :
1) The details under each head shall be provided to incorporate all the information required as per
the provisions of the Clause 37 of the Listing Agreement.
2) In the column No.3, compliance or non-compliance may be indicated by Yes/No/N.A.. For ex-
ample, if the Board has been composed in accordance with the Clause 37 I of the Listing Agree-
ment, “Yes” may be indicated. Similarly, in case the company has no related party transactions,
the words “N.A.” may be indicated against 37 (IV A).
requirement related to circulation of information to the shareholders, which would be done only in
the AGM/EGM, it might be indicate d in the “Remarks” column as – “will be complied with at the
AGM”. Similarly, in respect of matters which can be complied with only where the situation arises,
for example, “Report on Corporate Governance” is to be a part of Annual Report only, the words
“will be complied in the next Annual Report” may be indicated.
Annexure I C
Suggested List of Items to Be Included In the Report on Corporate Governance in the Annual Report
of Companies
i. Composition and category of directors, for example, promoter, executive, nonexecutive,
equity investor.
3. Audit Committee:
6. General Body meetings :

iii. Whether any special resolution passed last year through postal ballot – details of voting
pattern
7. Disclosures:
i. Disclosures on materially significant related party transactions that may have potential
conflict with the interests of company at large.
iii.Whistle Blower policy and affirmation that no personnel has been denied access to the audit
committee.

ii. Financial year
vi. Stock Code
impact on equity
Annexure I D
(1) The Board


payment.
director.





mechanism may be appropriately communicated within the organization
1
REGULATION 21
LISTING AGREEMENT FOR PRIVATELY PLACED DEBENTURES
This agreement made at _________________ this _______________ day of___________20_____

by__________________________________________________ a Company/any other entity duly formed and
registered under the relevant Act and having its Registered office at
_____________________________________________________ (hereinafter called “the Issuer”) with the BSE
(hereinafter called ‘the Exchange’).
WHEREAS the Issuer has filed with the Exchange an application for listing its debentures more particularly
described in detail in Schedule I annexed hereto and made a part thereof.
agreement in terms hereinafter appearing, to qualify for the admission and continuance of the said
securities upon the list of the Exchange.
AND WHEREAS the issuer, whose equity shares are listed and who has already entered into a listing
agreement for its equity shares, shall also enter into this debenture listing agreement for listing its deben-
tures and shall comply with the same in addition to the listing agreement already signed. In case of
inconsistency, if any in the obligations arising out of these agreements the provision of listing agreement
for equity shall prevail.
NOW THEREFORE in consideration of the Exchange having agreed to list the said securities, the Issuer
hereby agrees to covenants appearing in the Listing Agreement and agrees with the Exchange as
follows:
1. The issuer agrees that allotment of securities offered shall be done as per the disclosures made by
the issuer and available in public domain.
2. The Issuer agrees that it will not forfeit unclaimed interest before the claim becomes barred by law
and that such forfeiture, when effected, will be annulled in appropriate cases;
3. The Issuer agrees to notify the Exchange regarding expected default in timely payment of interest or
redemption amount or both in respect of the debentures listed on the exchange as soon as the
same becomes apparent to the Issuer.
4. Unless the terms of issue otherwise provide, the Issuer will not select any of its listed securities for
redemption otherwise than pro rata or by lot and will promptly furnish to Exchange any information
requested in reference to such redemption.
5. The Issuer agrees that it shall have a debenture trustee for each debenture issued and listed by it on
the Exchange on a continuous basis (i.e. the onus of appointing a debenture trustee on the resignation
of the earlier one lies on the Issuer) and the issuer will forward to the Debenture Trustee promptly and
without application: -
a. Two copies of the Statutory and Directors’ Annual Reports, Balance Sheets and Profits & Loss
Accounts and of all periodical and special reports as soon as they are issued.
b. Two copies of all notices, resolutions and circulars relating to new issue of security prior to their
dispatch to shareholders/debenture holders;
1
Added by Governing Board Resolution dated 11.12.2004.
c. Copy of all the notices, call letters or any other circulars at the same time as they are sent to the
debenture holders or advertised in the Press;
d. Copy of the proceedings of the meetings of debenture holders;
e. Copy of all notices, circulars, etc., issued or advertised in the press either by the Issuer, or by any
entity which the Issuer proposes to absorb or with which the Issuer proposes to merge or
amalgamate, or under orders of the court of any other statutory authority in connection with
any merger, amalgamation, re-construction, reduction of capital, scheme or arrangement,
including notices, circulars, etc. issued or advertised in the press in regard to meetings of
debenture holders or creditors or any class of them and copy of the proceedings at all such
meetings.
f. Copies of all notices sent to its shareholders/debenture holders with respect to amendments to
its Memorandum and Articles of Association and will file with it a copy (which will be certified)
of such amendments as soon as they shall have been adopted by the Issuer in general meeting.
g. Such information as required by the debenture trustee and provide access to relevant books of
accounts to debenture trustee
h. A certificate regarding maintenance of adequate security cover in respect of listed
debentures by either a practicing company secretary or a practicing chartered accountant,
every quarter.
6. The Issuer agrees to send to its debenture holders upon request a copy of the Director’s Annual
Reports, Balance Sheet and Profit and Loss Account. The Issuer further agrees to file the same with
the Exchange.
7. The issuer agrees that it shall :-

a. create and maintain security ensuring adequate security cover at all times for secured
debentures
b. ensure timely dispatch of debenture certificate/demat credit and timely interest/redemption
payment
c. abide by the requirements of SEBI (Disclosure and Investor Protection) Guidelines, 2000; as
applicable with issuance of debentures.
8. The issuer undertakes to promptly notify the exchange:

a. of any attachment or prohibitory orders restraining the Issuer from transferring debentures out of
the names of the registered holders and furnish to the Exchange particulars of the numbers of
securities so affected, the distinctive numbers of such securities and the names of the registered
holders and their demat account details.
b. of any action which will result in the redemption, conversion, cancellation, retirement in whole
or in part of any debentures or such action that would effect adversely payment of interest of
debentures listed on the Exchange.
c. of any change in the form or nature of any of its debentures that are listed on the Exchange or
in the rights or privileges of the holders thereof and make an application for listing of the said
securities as changed, if the Exchange shall so require.
d. any proposed change in the general character or nature of its business/activities.
e. any change in the following :
i) Issuer’s directorate/members of council by death, resignation, removal or otherwise;
ii) of Managing Directors/members of council.
iii) of Auditors appointed to audit the books and accounts of the Issuer.
f. Within 15 minutes of closure of the meeting of its Board of Directors/Council held to consider
or decide on the below mentioned matters will inform the Exchange by fax, telegram
i) short particulars of any increase of capital by way of new securities whether by issue of
bonus shares through capitalization, or by way of right shares to be offered to the share-
holders or debenture holders, or in any other way;
ii) short particulars of the reissues of forfeited shares or securities, or the issue of shares or secu-
rities held in reserve for future issue or the creation in any form or manner of new shares or
securities or any other rights, privileges or benefits to subscribe to;
iii) short particulars of any other alterations of capital, including calls;
iv) the dividends and/or bonus recommended or declared or the decision to pass over any
dividend
v) any other information necessary to enable the holders of the listed securities of the Issuer to
appraise its position and to avoid the establishment of a false market in such listed securities.
9. a. The Issuer agrees to close its transfer books or fix a record date for purposes of payment of interest
and payment of redemption amount or for such other purposes as the exchange may agree to
or require and to give to exchange the notice in advance of at least thirty days, or of as many
days as exchange may from time to time reasonably prescribe, stating the dates of closure of its
transfer books (or, when the Transfer books are not to be closed, the date fixed for taking a
record of its debenture holders) and specifying the purpose or purposes for which the transfer
books are to be closed (or the record is to be taken) The Issuer further agrees to ensure that the
time gap between two book closures and record dates would be atleast 30 days. Alternatively,
the Issuer may agree to provide its schedule of book closure or record dates for the purpose of
payment of interest and redemption amount at the time of listing of the debenture instrument
itself and intimate any changes in such schedule to the stock exchange/debenture holders.
b. The Issuer agrees that it will not close its transfer books on such days (or when the transfer books
are not to be closed, fix such date for the taking of a record of its debenture holders) as may be
inconvenient to Exchange for the purpose of settlement of transactions, of which due notice at
least 21 days in advance shall have been given by Exchange to the Issuer.
c. The Issuer will issue all interest warrants and cheques for redemption money simultaneously, which
shall be payable at par at such centers as may be agreed to between the Exchange and the
Issuer and disclosed to the debenture holders and which shall be collected at par, with collection
charges, if any, being borne by the Issuer, in any bank in the country at centers other than the
centers agreed to between Exchange and the Issuer, so as to reach the holders of debentures
on or before the date fixed for payment of interest on debentures or redemption money, as the
case may be.
10. The Issuer will notify the Exchange at least 7 days in advance of the date of the meetings of its Board
of Directors/Council of issuer at which the recommendation or declaration of issue of convertible
debentures or of debentures carrying a right to subscribe to equity shares or any other matter affecting
the interests of debenture holders is due to be considered.
11. a. The Issuer agrees to intimate the Exchange in advance, of its intention to raise funds through
issue of new debentures if it proposes to list such new debentures on the Exchange. The Issuer
also agrees to make an application to the exchange for the listing of such new issue of
debentures and to submit such provisional documents as required by the Exchange relating
thereto.
b. The Issuer agrees to make true, fair and adequate disclosure in the offer documents as per the
applicable regulatory requirements in respect of such new or further issue of debentures which
the Issuer proposes to list on the Exchange.
c. The Issuer agrees that it shall not issue any prospectus/ offer document/ letter of offer for public
subscription of any securities unless the said prospectus/ offer document/ letter of offer has been
filed with SEBI and an observation letter has been obtained from SEBI through the lead manager.
d. The Issuer further agrees that the Issuer shall submit to the exchange such documents to enable
it to admit/ list the said securities for dealing in the exchange.
e. In the event of non-submission of the documents as mentioned in sub-clause (d) above by the
Issuer to the exchange or withdrawal of the observation letter, if any, issued by SEBI, anytime
before grant of permission for listing/ admission to dealing of the securities, the securities shall not
be eligible for listing/ dealing, as the case may be, and the issuer shall be liable to refund the
subscription monies to the respective investors immediately.
f. The issuer agrees to ensure that any scheme of arrangement/ amalgamation/merger/
reconstruction/ reduction of capital, etc., to be presented to any Court or Tribunal does not in
any way violate, override or circumscribe the provisions of securities laws or the stock exchange
requirements.
(Explanation: For the purposes of this sub-clause, ‘securities laws’ mean the SEBI Act, 1992, the
Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996 and the provisions of the
Companies Act, 1956 which are administered by SEBI under section 55A thereof, the rules,
regulations, guidelines etc. made under these Acts and the instant Listing Agreement.)
g. The issuer agrees that in the explanatory statement forwarded by it to the shareholders u/s 393 or
accompanying a proposed resolution to be passed u/s 100 of the Companies Act, it shall disclose
the pre and post-arrangement or amalgamation (expected) capital structure and shareholding
pattern.
12. Apart from complying with all specific requirements as above, the Issuer will keep the Exchange
informed of events such as strikes, lock outs, closure on account of power cuts, etc. both at the time
of occurrence of the event and subsequently after the cessation of the event in order to enable the
holder of the security and the public to appraise the position of the Issuer and to avoid the
establishment of a false market in its securities. In addition, the Issuer will furnish to the Exchange such
information concerning the Issuer as the Exchange may reasonably require. The material events
may be event such as:
a. Change in the general character or nature of business/activities
Without prejudice to the generality of Clause 1.3 f v) of the Listing Agreement the Issuer will
promptly notify the Exchange of any material change in the general character or nature of its
business/activities where such change is brought about by the Issuer entering into or proposing
to enter into any arrangement for technical, manufacturing, marketing or financial tie-up or by
reason of the Issuer, selling or disposing of or agreeing to sell or dispose of any unit or division or
by the Issuer, enlarging, restricting or closing the operations of any unit or division or proposing to
enlarge, restrict or close the operations of any unit or division or otherwise.
covered by insurance and without delay furnish to the Exchange an estimate of the loss in
revenue or production arising there from, and the steps taken to restore normalcy, in order to
enable the security holders and the public to appraise the position of the issue and to avoid the
establishment of a false market in its securities.
The issuer will promptly notify the Exchange the commencement of commercial/production or
the commencement of commercial operations of any unit/division where revenue from the
unit/division for a full year of production or operations is estimated to be not less than ten per
cent of the revenues of the Issuer for the year.

framework
realisation on its goods or services (which are subject to price or distribution, control/restriction
by the Government or other statutory authorities, whether by way of quota, fixed rate of return,
or otherwise) arising out of modification or change in Government’s or other authorities’ policies
The issuer will promptly after the event inform the Exchange of the developments with respect
to any dispute in conciliation proceedings, litigation, assessment, adjudication or arbitration to
which it is a party or the outcome of which can reasonably be expected to have a material
impact on its present or future operations or its profitability or financials.
The Issuer will promptly notify the Exchange, the details of any rating or revision in rating assigned
to any debenture or equity instrument of the Issuer or to any fixed deposit programme or to any
provided the rating so assigned has been quoted, referred to, reported, relied upon or otherwise
used by or on behalf of the Issuer.
g. Comments of Debenture Trustees
The Issuer will promptly notify the Exchange, the details of any letter or comments made by
Debenture Trustees regarding payment/non-payment of interest on due dates, payment/
non-payment of principal on the due dates or any other matter concerning the security, issuer
and /or the assets alongwith its comments thereon, if any.
h. Delay in Payment of Interest / Principal Amount
The Issuer will promptly notify the Exchange, as and when there is a delay in timely payment of
interest and / or the possibility of delay in repayment of the principal amount.
i. Classification as Non Performing Assets
The Issuer will promptly notify the Exchange, as and when any loan of the Issuer is classified as a
non-performing asset as per the norms of Reserve Bank of India by any bank or financial institution.
j. Any other information having bearing on the operation/performance of the issuer as well as
price sensitive information.
13. The Issuer, agrees to furnish such information required by the Exchange in respect of the securities
listed on the Exchange and to permit the Exchange to make available immediately to its members
and to the Press any information supplied by the Issuer in compliance with any of the listing
requirements.
Provided that in cases where the information concerns an incomplete proposal or negotiations or
the Issuer considers that disclosure to the public of such information might prejudice the issuer’s
legitimate commercial interests, the Exchange may, on application made in that behalf, grant a
dispensation from the publication of such information after recording reason(s) therefore. Provided
further that such dispensation would be subject to the condition that such information is maintained
strictly confidential by the Issuer.
14. The Issuer agrees and undertakes to designate the Company Secretary or any other person as
Compliance Officer who :
a. shall be responsible for monitoring compliance with the regulatory provisions applicable to such
issue of debentures and report the same at the meeting of board of directors/Council of issuer
held subsequently. He shall directly liaise with the authorities such as Securities Exchange Board
of India, Stock Exchanges, Registrar of Companies, etc., and investors as far as implementation
of various clauses, rules, regulations and other directives of authorities aforementioned and
redressal of grievances of the investors are concerned, and,
b. shall be responsible for filing the information in the EDIFAR system as and when mandated by
SEBI. The compliance officer and the Issuer shall ensure the correctness and authenticity of the
information filed in the system and that it is in conformity with applicable laws and terms of the
listing agreement.
15. The Issuer agrees that as soon as its Securities are listed on the Exchange, it will pay to the Exchange
fees as prescribed by the Exchange, and that thereafter, so long as the securities continued to be
listed on the Exchange, it will pay to the Exchange on or before April 30, in each year an Annual
Listing Fee computed on the basis of the securities of the Issuer as on March 31. The Issuer also agrees
that it shall pay the additional fee, at the time of making application for listing of debentures arising
out of further issue.
16. The Issuer agrees and undertakes, as a pre-condition for continued listing of securities hereunder, to
comply with any regulations, requirements, practices and procedures as may be laid down by the
Stock Exchange for the purpose of dematerialisation of securities hereunder in pursuance of the
then prevailing statutes and/or statutory regulations, to facilitate scripless trading
17. In addition to the foregoing provisions and not in derogation thereof, the Issuer agrees to comply
with the provisions of the relevant Acts including the Securities Contract Regulations Act, 1956,
Securities Contract Regulation Rules, 1957 and guidelines issued by the Securities Exchange Board of
India and also such other and future guidelines as may be issued from time to time by the Government,
Reserve Bank of India and/or the Securities Exchange Board of India as may be applicable.
18. The Issuer shall mandatorily comply with all the Accounting Standards issued by ICAI or statutorily
imposed from time to time.
19. The Issuer agrees to comply with such provisions as may be specified by the Exchange for clearing
and settlement process.
20. The issuer agrees:

a. That credit to demat account will be given within two working days from the date of allotment
b. To pay interest as disclosed in the offer document and the application form.
21. The Issuer agrees to send the following to its debenture holders
a. Notice of all meetings of the relevant debenture holders specifically stating that the provisions
for appointment of proxy as mentioned in section 176 of the Companies Act, 1956 shall be
applicable for such meeting.
b. A half-yearly communication, counter signed by debenture trustees containing inter-alia
following information
i) Credit rating,
ii) Asset cover available,
iii) Status of security
iv) Debt-Equity ratio
v) Previous due date for the payment of interest/principal and whether the same has been
paid or not
vi) Next due date for the payment of interest/principal and whether the same would be paid or
not
In addition to that, the aforesaid information of this sub-clause shall be made available to public
through any one of the following ways:
i) Hosting in the website of the issuer, if it has any
ii) Filing in SEBI EDIFAR, as and when mandated by SEBI
22 The issuer notes that Corporate Governance requirements specified hereunder are
recommendatory and may be implemented as per discretion of the issuer. It agrees to disclose
adoption of the same, if any, in the Annual Report or such other document.
(For the purpose of this clause, the term board of directors is generic and shall be construed to
cover the governing body / council of issuer, wherever applicable)
A) Composition of Board
1. The Board of directors of the company shall have an optimum combination of executive and
2. Where the Chairman of the Board is a non-executive director, at least one-third of the Board
3. For the purpose of the sub-clause (ii), the expression ‘independent director’ shall mean a non-
b. is not related to promoters or persons occupying management positions at the board level
or at one level below the board;
years;
d. Is not a partner or an executive or was not partner or an executive during the preceding
three years, of any of the following:
i) the statutory audit firm or the internal audit firm that is associated with the company,
and
ii) the legal firm(s) and consulting firm(s) that have a material association with
the company.
e. Is not a material supplier, service provider or customer or a lessor or lessee of the company,
which may affect independence of the director; and
(Explanation
a. Associate shall mean a company which is an “associate” as defined in Accounting Standard
(AS) 23, “Accounting for Investments in Associates in Consolidated Financial Statements”,
issued by the Institute of Chartered Accountants of India.
c. “Relative” shall mean “relative” as defined in section 2(41) and section 6 read with Schedule IA
of the Companies Act, 1956.)
4 Nominee directors appointed by an institution which has invested in or lent to the company
(Explanation:
(Acquisition and Transfer of Undertakings) Act, 1980 [both Acts].”)
B) Non executive directors’ compensation and disclosures

stock options that can be granted to non-executive directors, including independent directors,
in any financial year and in aggregate.
C) Other provisions as to Board and Committees

1 The board shall meet at least four times a year, with a maximum time gap of three months
given in Annexure – I A.
2 A director shall not be a member in more than 10 committees or act as Chairman of more than
five committees across all companies in which he is a director. Furthermore it should be a
mandatory annual requirement for every director to inform the company about the committee
positions he occupies in other companies and notify changes as and when they take place.
(Explanation:
1. For the purpose of considering the limit of the committees on which a director can serve, all
public limited companies, whether listed or not, shall be included and all other companies
including private limited companies, foreign companies and companies under Section 25 of
the Companies Act shall be excluded.
Audit Committee and the Shareholders’ Grievance Committee alone shall be considered.)
3. The Board shall periodically review compliance reports of all laws applicable to the company,
prepared by the company as well as steps taken by the company to rectify instances of
non-compliances.
D) Code of Conduct
1 The Board shall lay down a code of conduct for all Board members and senior management of
the company. The code of conduct shall be posted on the website of the company.
2 All Board members and senior management personnel shall affirm compliance with the code
on an annual basis. The Annual Report of the company shall contain a declaration to this effect
signed by the CEO.
(Explanation:
members of its core management team excluding Board of Directors. Normally, this would
functional heads.)
II Audit Committee
A) Qualified and Independent Audit Committee
(Explanation 1: The term “financially literate” means the ability to read and understand basic
Explanation 2: A member will be considered to have accounting or related financial
professional certification in accounting, or any other comparable experience or background
which results in the individual’s financial sophistication, including being or having been a chief
executive officer, chief financial officer or other senior officer with financial oversight
responsibilities.)
(iv) The Chairman of the Audit Committee shall be present at Annual General Meeting to
answer shareholder queries;
particularly the head of the finance function) to be present at the meetings of the
committee, but on occasions it may also meet without the presence of any executives of
the company. The finance director, head of internal audit and a representative of the
statutory auditor may be present as invitees for the meetings of the audit committee;
B) Meeting of Audit Committee
The audit committee should meet at least four times in a year and not more than four months
shall elapse between two meetings. The quorum shall be either two members or one third of the
C) Powers of Audit Committee
i) To investigate any activity within its terms of reference.
ii) To seek information from any employee.
iii) To obtain outside legal or other professional advice.
iv) To secure attendance of outsiders with relevant expertise, if it considers necessary.
D) Role of Audit Committee
1. Oversight of the company’s financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible.
2. Recommending to the Board, the appointment, re-appointment and, if required, the
replacement or removal of the statutory auditor and the fixation of audit fees.
3. Approval of payment to statutory auditors for any other services rendered by the statutory
auditors.
4. Reviewing, with the management, the annual financial statements before submission to
the board for approval, with particular reference to:
a. Matters required to be included in the Director’s Responsibility Statement to be
included in the Board’s report in terms of clause (2AA) of section 217 of the Companies
Act, 1956
management
5. Reviewing, with the management, the quarterly financial statements before submission to
the board for approval
6. Reviewing, with the management, performance of statutory and internal auditors, adequacy
of the internal control systems.
7. Reviewing the adequacy of internal audit function, if any, including the structure of the
internal audit department, staffing and seniority of the official heading the department,
reporting structure coverage and frequency of internal audit.
9. Reviewing the findings of any internal investigations by the internal auditors into matters
where there is suspected fraud or irregularity or a failure of internal control systems of a
material nature and reporting the matter to the board.
10. Discussion with statutory auditors before the audit commences, about the nature and scope
of audit as well as post-audit discussion to ascertain any area of concern.
11. To look into the reasons for substantial defaults in the payment to the depositors, debenture
holders, shareholders (in case of non payment of declared dividends) and creditors.
13. Carrying out any other function as is mentioned in the terms of reference of the Audit
Committee.
(Explanation (i) : The term “related party transactions” shall have the same meaning as
contained in the Accounting Standard 18, Related Party Transactions, issued by The Institute of
Chartered Accountants of India.
Explanation (ii) : If the company has set up an audit committee pursuant to provision of the
contained in this clause.)
E) Review of information by Audit Committee

i) Management discussion and analysis of financial condition and results of operations;
ii) Statement of significant related party transactions (as defined by the audit committee),
iii) Management letters / letters of internal control weaknesses issued by the statutory auditors;
iv) Internal audit reports relating to internal control weaknesses; and
v) The appointment, removal and terms of remuneration of the Chief internal auditor shall be

a. At least one independent director on the Board of Directors of the holding company shall be a
director on the Board of Directors of a material non listed Indian subsidiary company.
b. The Audit Committee of the listed holding company shall also review the financial statements,
c. The minutes of the Board meetings of the unlisted subsidiary company shall be placed at the
(Explanation 1: The term “material non-listed Indian subsidiary” shall mean an unlisted
subsidiary, incorporated in India, whose turnover or net worth (i.e. paid up capital and free
reserves) exceeds 20% of the consolidated turnover or net worth respectively, of the listed
holding company and its subsidiaries in the immediately preceding accounting year.
Explanation 2 : The term “significant transaction or arrangement” shall mean any individual
expenses or total assets or total liabilities, as the case may be, of the material unlisted subsidiary
for the immediately preceding accounting year.
Explanation 3 : Where a listed holding company has a listed subsidiary which is itself a holding
concerned).
IV. Disclosures
A) Basis of related party transactions
1. A statement in summary form of transactions with related parties in the ordinary course of
2. Details of material individual transactions with related parties which are not in the normal
course of business shall be placed before the audit committee.
3. Details of material individual transactions with related parties or others, which are not on
an arm’s length basis should be placed before the audit committee, together with
Management’s justification for the same.
B) Disclosure of Accounting Treatment

Where in the preparation of financial statements, a treatment different from that prescribed in
an Accounting Standard has been followed, the fact shall be disclosed in the financial state-
ments, together with the management’s explanation as to why it believes such alternative
treatment is more representative of the true and fair view of the underlying business transaction
in the Corporate Governance Report.
C) Board Disclosures – Risk management

The company shall lay down procedures to inform Board members about the risk assessment
and minimization procedures. These procedures shall be periodically reviewed to ensure that
executive management controls risk through means of a properly defined framework.
D) Proceeds from public issues, rights issues, preferential issue s etc.

quarterly declaration of financial results. Further, on an annual basis, the company shall
prepare a statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice and place it before the audit committee. Such disclosure shall
be made only till such time that the full money raised through the issue has been fully spent. This
statement shall be certified by the statutory auditors of the company. The audit committee shall
make appropriate recommendations to the Board to take up steps in this matter.
E) Remuneration of Directors
1. All pecuniary relationship or transactions of the non-executive directors vis-à-vis the
company shall be disclosed in the Annual Report.
2. Further the following disclosures on the remuneration of directors shall be made in the
section on the corporate governance of the Annual Report:
a. All elements of remuneration package of individual directors summarized under major
b. Details of fixed component and performance linked incentives, along with the
performance criteria.
c. Service contracts, notice period, severance fees.
d. Stock option details, if any – and whether issued at a discount as well as the period
over which accrued and over which exercisable.
3. The company shall publish its criteria of making payments to non-executive directors in its
4. The company shall disclose the number of shares and convertible instruments held by non
executive directors in the annual report.
5. Non-executive directors shall be required to disclose their shareholding (both own or held
by/for other persons on a beneficial basis) in the listed company in which they are
proposed to be appointed as directors, prior to their appointment. These details should be
disclosed in the notice to the general meeting called for appointment of such director
F) Management
1. As part of the directors’ report or as an addition thereto, a Management Discussion and
Discussion & Analysis should include discussion on the following matters within the limits set
by the company’s competitive position:
i) Industry structure and developments.
ii) Opportunities and Threats.
iii) Segment–wise or product-wise performance.
iv) Outlook
v) Risks and concerns.
vi) Internal control systems and their adequacy.
vii) Discussion on financial performance with respect to operational performance.
viii) Material developments in Human Resources / Industrial Relations front, including
number of people employed.
2. Senior management shall make disclosures to the board relating to all material financial
and commercial transactions, where they have personal interest, that may have a potential
relatives etc.)
(Explanation: For this purpose, the term “senior management” shall mean personnel of the
company who are members of its. core management team excluding the Board of
Directors). This would also include all members of management one level below the
executive directors including all functional heads.)
G) Shareholders
1. In case of the appointment of a new director or re-appointment of a director the
shareholders must be provided with the following information:
a) A brief resume of the director;
b) Nature of his expertise in specific functional areas;
c) Names of companies in which the person also holds the directorship and the
membership of Committees of the Board; and
d) Shareholding of non-executive directors as stated in Clause 37 (IV) (E) (v) above
2. Quarterly results and presentations made by the company to analysts shall be put on
company’s web-site, or shall be sent in such a form so as to enable the stock exchange on
which the company is listed to put it on its own web-site.
3. A board committee under the chairmanship of a non-executive director shall be formed
to specifically look into the redressal of shareholder and investors complaints like transfer of
shares, non-receipt of balance sheet, non-receipt of declared dividends etc. This
Committee shall be designated as ‘Shareholders/Investors Grievance Committee’.
4. To expedite the process of share transfers, the Board of the company shall delegate the
power of share transfer to an officer or a committee or to the registrar and share transfer
agents. The delegated authority shall attend to share transfer formalities at least once in a
fortnight.
The CEO, i.e. the Managing Director or Manager appointed in terms of the Companies Act,
1956 and the CFO i.e. the whole -time Finance Director or any other person heading the fi-
nance function discharging that function shall certify to the Board that:
a. They have reviewed financial statements and the cash flow statement for the year and
that to the best of their knowledge and belief :
i) these statements do not contain any materially untrue statement or omit any material
ii) these statements together present a true and fair view of the company’s affairs and
are in compliance with existing accounting standards, applicable laws and regulations.
b. There are, to the best of their knowledge and belief, no transactions entered into by the
company during the year which are fraudulent, illegal or violative of the company’s code
of conduct.
c. They accept responsibility for establishing and maintaining internal controls and that they
have evaluated the effectiveness of the internal control systems of the company and
they have disclosed to the auditors and the Audit Committee, deficiencies in the design
or operation of internal controls, if any, of which they are aware and the steps they have
taken or propose to take to rectify these deficiencies.
d. They have indicated to the auditors and the Audit committee
i) significant changes in internal control during the year;
ii) significant changes in accounting policies during the year and that the same have
been disclosed in the notes to the financial statements; and
iii) instances of significant fraud of which they have become aware and the involvement
company’s internal control system

1 There shall be a separate section on Corporate Governance in the Annual Reports of
company, with a detailed compliance report on Corporate Governance. Non-compliance of
any mandatory requirement of this clause with reasons thereof and the extent to which the
non-mandatory requirements have been adopted should be specifically highlighted.
The suggested list of items to be included in this report is given in Annexure - I C and list of non-
mandatory requirements is given in Annexure – I D.
2 The companies shall submit a quarterly compliance report to the stock exchanges within 15
days from the close of quarter as per the format given in Annexure I B. The report shall be signed
either by the Compliance Officer or the Chief Executive Officer of the company
VII. Compliance
1 The company shall obtain a certificate from either the auditors or practicing company secretaries
regarding compliance of conditions of corporate governance as stipulated in this clause and
annex the certificate with the directors’ report, which is sent annually to all the shareholders of
the company. The same certificate shall also be sent to the Stock Exchanges along with the
annual report filed by the company.
2 The non-mandatory requirements given in Annexure – I D may be implemented as per the
discretion of the company. However, the disclosures of the compliance with mandatory
requirements and adoption (and compliance) / non-adoption of the non-mandatory
requirements shall be made in the section on corporate governance of the Annual Report.
23. The issuer shall prepare its financial statements as per the accounting standards laid down by
ICAI or as applicable to the issuer under relevant statutes; and publish its half yearly audited
results preferably in the under mentioned format. The issuer further agrees to file the same with
the exchange.
Formats of financial Results
(1) Main Format for companies other than Banks
Half yearly Results For Period _________ To _________ (For Issuers Other Than Banks)
(Rs. in lakhs)
1 2 3 4 5

1. Net Sales/Income
from Operations
2. Other Income
a) Increase/ decrease in stock
in Trade
b) Consumption of raw materials
c) Staff cost
(Any item 10 exceeding
10% of the total expenditure
to be shown separately)
4. Interest
5. Depreciation
(1+2-3-4-5)
8. Net Profit (+) / Loss (-)
(6-7)
(Face Value of the Share shall
be indicated)
Reserves excluding Revaluation
of previous accounting year to
period, for the year to date and
for the previous year (not to be
annualised)
11. Aggregate of non-promoter
shareholding
- Number of shares
Notes :
change in capital structure etc, shall be disclosed. Similar material event or transactions subsequent
to the end of the quarter, the effect whereof is not reflected in the results for the period shall also be
disclosed.
b. All material non-recurring/abnormal income/gain and expenditure/loss and effect of all changes in
accounting practices affecting the profits materially must be disclosed separately.
c. In case of issuers whose revenues are subject to material seasonal variations, they shall disclose the
seasonal nature of their activities and may also supplement their unaudited financial results into
information for 12 month periods ended at the interim date for the current and preceding years on
a rolling basis.
d. Issuer shall give the following information in respect of dividend paid or recommended for the year
including interim dividends declared :
e. The effect of changes in composition of the Issuer during the period, including business
(ii) While publishing audited half yearly results, the Issuer shall disclose how the qualification(s), if
have been addressed in the audited half yearly results and if the same is not addressed, then
the impact that the qualification(s) would have had on the profit or loss in the audited half
yearly results shall be disclosed.
(iii) The Issuer, while furnishing the audited half yearly financial results to the exchange, shall also
when the Issuer will remove the qualification(s) and publish accounts without such qualification(s).
g. If the Issuer is yet to commence commercial production, then instead of the quarterly results, the
Issuer should give particulars of the status of the project, its implementation and the expected date
of commissioning of the project.
h. The audited results sent to Stock Exchange/s and published in newspapers should be based on the
(2) Alternative format for audited half yearly financial results:

classification of expenditure in the annual profit and loss account in their most recent annual report
may furnish un-audited financial results on a quarterly basis in the alternative format. The proforma
for submitting the results for companies in the alternative format is given below :
Half yearly Results For the Period ______ To ______
(Alternative format of financial results for manufacturing and trading/service companies, which have
followed functional (secondary) classification of expenditure in the annual profit and loss account
published in most recent annual report).
(Rs. In Lakhs)
1 2 3 4 5
1 Net Income from sales/

services
(a) Increase /decrease in
stock in trade
(b) Consumption of raw
materials
(c) Other expenditure
3 Gross Profit
Expense
Expense
7 Interest
8 Depreciation
10 Other Income
11 Profit
(+)/Loss(-) before tax
13 Net Profit (+)/ Loss(-)
15 Reserves excluding revaluation
of previous accounting year
16 Basic and diluted EPS for the
period, for the year to date
and for previous year (not to
be annualised)
17 Aggregate of non promoters
shareholding
• Percentage of
shareholding
Notes:
(i) Staff Cost
subsequent to the end of the quarter, the effect whereof is not reflected in the results for the period
c. All material non-recurring/abnormal income/gain and expenditure/loss and effect of all changes
d. In case of issuers whose revenues are subject to material seasonal variations, they shall disclose the
seasonal nature of their activities and may also supplement their audited financial results with infor-
mation for 12 month periods ended at the interim date (last day of the quarter) for the current and
preceding years on a rolling basis.
e. Issuer shall give the following information in respect of dividend paid or recommended for the year
i Amount of Dividend distributed or proposed, distinguishing between different classes of shares
ii Where Dividend is paid or proposed pro-rata for shares allotted during the year, the date of
f. The effect of changes in composition of the Issuer during the quarter, including business
(ii) While publishing audited half yearly results, the Issuer shall disclose how the qualification(s), if
have been addressed in the audited half yearly results and if the same is not addressed, then
the impact that the qualification(s) would have had on the profit or loss in the audited half
yearly results shall be disclosed.
(iii) The Issuer, while furnishing the audited financial results to the exchange, shall also explain to the
exchange about the reasons for the qualification(s) referred under (i) and (ii) above, why the
Issuer had failed to publish accounts without such audit qualification(s) and when the Issuer will
remove the qualification(s) and publish accounts without such qualification(s).
h. If the Issuer is yet to commence commercial production, then instead of the quarterly results, the
Issuer should give particulars of the status of the project, its implementation and the expected date
of commissioning of the project.
i. The audited results sent to Stock Exchange/s and published in newspapers should be based on the
(3) Format for banks

The proforma for submitting results and the review report for banks whose securities are listed in the
Stock Exchange is given below:
Half yearly Results For The Period From _____ To______ (For Banks)
(Rs in lakhs)
1 2 3 4 5
1. Interest earned
(a)+(b)+(c)+(d)
on advances/bills
(b) Income on investments
with Reserve Bank of
bank funds
(d) Others
2. Other Income
A. TOTAL INCOME (1+2)
Operating Expense
(e)+(f)
(e) Payments to and
provisions for
employees
(f) Other operating
Expense
B. TOTAL
EXPENDITURE
(3)+(4) (excluding
Provisions and
Contingencies)
C. OPERATING
PROFIT (A-B)
(Profit before Provisions
and Contingencies)
Contingencies
4. Paid- up equity share capital
Revaluation reserves
(as per balance sheet of
(i) Percentage of shares
held by Government of
India
7. Aggregate of Non
Promoter Shareholding
• No. of shares
• Percentage of
Notes:
a. Any event or transaction that is material to an understanding of the results for the period
including change in management, change in capital structure etc., shall be disclosed. Simi-
lar material event or transactions subsequent to the end of the quarter, the effect whereof is
not reflected in the results for the period shall also be disclosed.
b. All material non-recurring/abnormal income/gain and expenditure/loss and effect of all
changes in accounting practices affecting the profits materially must be disclosed
separately.
c. Issuer shall give the following information in respect of dividend paid or recommend for the
year including interim dividends declared:
i. Amount of dividend distributed or proposed distinguishing between different classes of
shares and dividend per share also indicating nominal value per share.
ii. Where dividend is paid or proposed pro-rata for shares allotted during the year, the date
of allotment, number of shares allotted pro-rata amount of dividend per share and the
d. The effect of changes in composition of the Issuer during the period, including business
combinations acquisitions or disposal of subsidiaries and long term investments, restructuring
and discontinuing operations shall be disclosed.
e. (i) If there is/are any qualification(s) by the Auditors in respect of Audited Accounts of any
period, then the Issuer shall disclose the same along with the impact of such audit
qualification(s) on the profit or loss while publishing the accounts for the said period.
(ii) While publishing audited half yearly results, the Issuer shall disclose how the qualification(s),
if any, by the Auditors in respect of the Audited Accounts of the previous accounting
year has/have been addressed in the audited half yearly results and if the same is not
addressed, then the impact that the qualification(s) would have had on the profit or loss
in the audited half yearly results shall be disclosed.
(iii) The Issuer, while furnishing the audited financial results to the exchange, shall also explain
to the exchange about the reasons for the qualification(s) referred under (i) and (ii) above,
why the Issuer had failed to publish accounts without such audit qualification(s) and
when the Issuer will remove the qualification(s) and publish accounts without such
qualification(s).
f. The audited results sent to Stock Exchange/s and published in newspapers (for listed banks)
should be based on the same set of accounting policies as those followed in the previous
year. In case there are changes in the accounting policies, the results of previous year will be
recast as per the present accounting policies to make it comparable with the current year
results.
24. The Issuer agrees unless the exchange otherwise agrees and the parties concerned desire, to
credit the demat account in such units of trading as may be specified by the exchange subject
to the same being in compliance with the instructions, if any issued by SEBI in this regard.
PROVIDED ALWAYS AND ISSUER HEREBY IRREVOCABLY AGREES AND DECLARES that the issuer will not
without the concurrence of Exchange and the previous permission in writing from SEBI withdraw its
adherence to the clauses of this agreement for listing of its securities.
THE ISSUER FURTHER AGREES that it may apply for relaxation from strict application of the provisions of this
agreement, in case it is unable to comply with any of the provisions of this agreement on account of
provisions of the Act/statute/any other document under which it is formed or governed, or in order to
avoid undue hardship to the security holders, in which case the exchange may grant the relaxation
sought for, with the prior approval of SEBI.
AND THE ISSUER HEREBY FURTHER AGREES and declares that any of its securities listed on the
exchange shall remain on the list unless the same are delisted as per the procedure laid down by SEBI
and the Exchange in which case this agreement shall stand terminated AND THAT nothing herein
contained shall restrict or be deemed to restrict the right of the Exchange to delist, suspend or remove
from the list the said securities at any time and for any reason which the Exchange considers proper in
accordance with the applicable legal provisions.
And the issuer further agrees that if it fails to comply with the provisions of this agreement or
relevant Acts or provisions prescribed by the Statutory and Regulatory Bodies, the Exchange has the
right to take suitable action under applicable legal provisions.
IN WITNESS WHEREOF the Issuer has caused these presents to be executed and its Common Seal to be
hereunto affixed as of the day and year first above written.
The common seal of ...................................................................................

was hereunto affixed pursuant to a resolution passed at a meeting held on ...................day of……….
Signature of the Board of Directors/Council of the Issuer....................in the presence of
… … … … … … … … … … … Signature
Annexure I A

8. Any material default in financial obligations to and by the company, or substantial nonpayment
for goods sold by the company.
any judgment or order which, may have passed strictures on the conduct of the company or taken
an adverse view regarding another enterprise that can have negative implications on the
company.
property.
15. Non-compliance of any regulatory, statutory or listing requirements and shareholders service such
as non-payment of dividend, delay in share transfer etc.
Annexure I B
Quarter ending on :
Particulars Clause of Compliance Remarks

Listing Status Yes/No
agreement
(A) Composition of Board 37 (IA)
(B) Non-executive Directors’ compensation & 37 (IB)
disclosures
(B) Board Disclosures 37 (IVB)
(C) Proceeds from public issues, rights issues, 37 (IV C)
preferential issues etc.
(D) Remuneration of Directors 37 (IVD)
Note:
1) The details under each head shall be provided to incorporate all the information required as per the
provisions of the Clause 37 of the Listing Agreement.
2) In the column No.3, compliance or non-compliance may be indicated by Yes/No/N.A.. For example,
if the Board has been composed in accordance with the Clause 37 I of the Listing Agreement, “Yes”
may be indicated. Similarly, in case the company has no related party transactions, the words
“N.A.” may be indicated against 37 (IV A).
requirement related to circulation of information to the shareholders, which would be done only in
the AGM/EGM, it might be indicate d in the “Remarks” column as – “will be complied with at the
AGM”. Similarly, in respect of matters which can be complied with only where the situation arises, for
example, “Report on Corporate Governance” is to be a part of Annual Report only, the words “will
be complied in the next Annual Report” may be indicated.
Annexure I C
Companies
i. Composition and category of directors, for example, promoter, executive, non-executive,
equity investor.
3. Audit Committee:
6. General Body meetings :

iii. Whether any special resolution passed last year through postal ballot – details of voting pattern
7. Disclosures:
committee.

ii. Financial year
vi. Stock Code
impact on equity
Annexure I D
(1) The Board

Independent Directors may have a tenure not exceeding, in the aggregate, a period of nine years,
on the Board of a company.

payment.
director.
Meeting, to answer the shareholder queries. However, it would be up to the Chairman to decide
who should answer the queries.





mechanism may be appropriately communicated within the organization
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Rules, Bye - Laws

Bombay Stock Exchange Limited

Rules, Bye - Laws & Regulations

Bombay Stock Exchange Limited, Mumbai

TRADITION * TRUST* TRANSPARENCY

RULES, BYE-LAWS AND REGULATIONS,

Subject to Act and Statutoty Rules

PART PAGE NO.

Rule Subject Page No.

CONSTITUTION AND OBJECT

MEMBERSHIP AND NOMINATION

5. Membership a Personal Privilege 6

ELECTION OF NEW MEMBERS

17. Conditions of Eligibility 10

21. Candidates to be Recommended 15

36A. Provisions as to Security 20

47. Discontinuance of Membership 23

DEFAULT & READMISSION TO MEMBERSHIP

61. Defaulter when not to be readmitted 28

MEMBERSHIP REGISTER, NOTICES & DUES

64. Register of Members 30

71. Annual General Meeting 32

91. Appointment of Trustees 37

94. Appointment and Duties of Auditor 38

ELECTION OF THE GOVERNING AND OFFICE BEARERS

96. Constitution of the Board 39

98. Chief Executive Officer 40

VACANCIES IN THE GOVERNING BOARD

POWERS OF THE GOVERNING BOARD

MEETING OF THE GOVERNING BOARD

130. Meetings of the Governing Board 57

134. Notice of Special Meeting 57

PRESIDENT AND VICE-PRESIDENT CHAIRMAN

148. President to Preside 61

155. Subscription and Receipts 63

170. Arbitration, Defaulter’s and Disciplinary Action & Ethics 66

179. Who may form Partnership 70

FIRMS & REPRESENTATIVE MEMBERS

204. Member Working in Firm Name 75

211. Power of Attorney 78

236. Authorised Clerks 83

258. Disciplinary Jurisdiction 91

RULES PERTAINING TO CLEARING HOUSE/CLEARING

274. Clearing Council 95

POWERS OF THE CLEARING COUNCIL

299. Ordinary Resolution by Circular 104

App. Rule Ref. Subject Page

App. A 22 Addmission Application Form 106

Title of the Association

CONSTITUTION AND OBJECTS

4. The Exchange is established -

Safe Deposit Vaults

Management and Disposal of Property

Payments and Disbursements

(ix) to subscribe or guarantee money for charitable 2 {objects};

Funds and Trusts

Licences and Privileges

Information and Publications

Membership of other Bodies

MEMBERSHIP AND NOMINATION