MODEL BYE-LAWS

OF

STOCK EXCHANGES

3.1

Power to Frame and Amend Regulations

3.2

Powers to Amend the Rules and Bye-laws

3.3

Power to Prescribe Further Enabling Provisions

3.4

Applicability of Other Laws and Regulations

3.5

Jurisdiction Against the Exchange

3.6

Location for Arbitration between Trading Members, Other Intermediaries and Clients

3.7

Records for Evidence

3.8

Interpretation

3.9

Governing Language

3.10

Limitation of Liability

3.11

Protection For Acts Done in Good Faith

3.12

Secrecy or Confidentiality

3.13

Indemnity

3.14

Disclaimer

3.15

Severability

3.16

Force Majeure

4.1

Applications in Respect of New Issues or Offers for Sale or Book Building

4.2

Application for Admission to Dealings

4.3

Units and Exchange Traded Funds

4.4

Options or Futures in Securities

4.6

Underwriting, Placing and Preliminary Arrangements

4.7

Listing Conditions and Requirements

4.8

Securities Issued on Preferential Allotment Basis or Under ESOP

4.9

Issuers Registered Outside India

4.10

Applicability of Listing Conditions and Requirements

4.11

Grant or Refusal of Admission to Dealings

4.12

Listing Approval

4.13

Admission to Dealings

4.14

Trading Allowed

4.15

Trading in Securities Admitted to Dealings on Other Stock Exchanges

4.16

Listing Fees

4.17

Fees or Deposits to be Paid by Issuer

4.18

Trading in Government Securities

4.19

Governing Board or Managing Director or Relevant Authority may Restrict or Prohibit Trading

4.20

Consequences of Non-Compliance by Issuer

4.21

Withdrawal of Admission to Dealings or Redemption or Conversion

4.22

Liquidation or Merger

4.23

Voluntary Delisting by Company

4.24

Buy-back of Securities by Company

4.25

Withdrawal of Admission to Dealings or Delisting on the Exchange

4.26

Right to Appeal Against Delisting

4.27

Readmission to Dealings on the Exchange

5.1

Access to Trading

5.2

Trading Sessions

5.3

Specification of Codes and Operational Parameters

5.4

Surveillance, Stock Watch System, Investigation and Trading Members Database

6.1

Trading Days

6.2

Alteration or Cancellation of Exchange Holidays

6.3

Trading Segments

6.4

Restrictions on Trading

6.5

Trading Sessions

6.6

Who May be Permitted to Trade

6.7

Who May not be Permitted to Trade

6.8

Permission to Trade Through Trader Workstations

6.9

Trading During Good Behaviour

6.10

Management of the ATS

6.11

Prices

6.12

Daily Official List

6.13

Trading Facility

6.14

Registration and De-registration of Approved Users

6.15

Operational Parameters for Trading

6.16

Loss of Access to ATS

6.17

Loss on Closing-out – Trading Member’s Responsibility

6.18

Contingency Pool of TWSs

6.19

Failure Not to Affect Liability

6.20

Order Management

6.21

Maintenance of Relevant Records

6.22

Trade Management

6.23

Trading Member Liable For Trades

6.24

Trades Irrevocable

6.25

Order Validation

6.26

Matching Rules

6.27

Unavailability of Order Book, etc

6.28

Types of Transactions Allowed

6.29

Transactions Where the Exchange / Clearing Corporation to Act as a Legal Counter Party

6.30

Transactions Not Allowed

6.31

Transaction in Government Securities and Debentures

6.32

Suspension of Trading

6.33

Use of Technology

7.1

All Transactions Subject to Rules, Bye-laws and Regulations

7.2

Trading Members Only Parties to Transactions

7.3

Restrictions on Trading Members

52

7.4

Trading Members as Principal

7.5

Brokerage

7.6

Brokerage on Calls

7.7

Brokerage on Put-Through Transactions

7.8

Underwriting Commission and Brokerage on New Issues and Offers for Sale

7.9

Brokerage on Application

7.10

Rebate Not Allowed

7.11

No Special or Unusual Advantage

7.12

No Brokerage in Cases of Charity

7.13

With Whom Brokerage May be Shared

7.14

Contract Notes

7.15

Contract Notes Issued by Firms and Companies

7.16

Contract Notes to Disclose Whether Trading Member Acted As Principal or Agent

7.17

Signing of Contract Notes

7.18

Use of Digital Signatures on Contract Notes

7.19

Confirmation Memos

8.1

Agreement With Sub-brokers and Clients

8.2

Trading Member’s Paramount Lien

8.3

Direct Delivery by Client

8.4

Direct Delivery to Client

8.5

Client to Deliver Securities Sold

8.6

Client to Make Direct Payment

8.7

Failure by Client to Deliver or to Pay

8.8

Trading Member when to Close- out Account of Client

8.9

Death of Sub-broker or Client

8.10

Closing – out in Case of Bankruptcy

8.11

Closing – out of Account of Client How Effected

8.12

Sale Not Conditional on Transfer

8.13

Trading Member Not Liable to Attend to Registration of Transfer

8.14

Registration of Securities When in Name of Trading Member or Nominee

8.15

Closing-out by Client on Failure to Perform a Contract

8.16

Notice of and Payment on Closing – out

8.17

No Lien on the Securities of a Client

8.18

Complaint by a Client

8.19

Regulation of Transactions Between Trading Members and Their Sub-brokers, Remisiers and Clients

8.20

Maintenance of Depository Pool Account

8.21

Interest, Dividends, Bonus, Rights and Calls

8.22

Transactions in Government Securities

8.23

Transactions When Cum and Ex Benefits

8.24

Letters of Renunciation

8.25

Trading Members when Liable for Dividend or Bonus or Cash Bonus or Rights

8.26

Rights and Obligations for Buying sub-brokers or Clients and Selling Sub-brokers or Clients

8.27

Payment of Calls by Seller Where Obligatory

8.28

Payment of Calls by Seller Where Optional

8.29

Payment of Calls by Buyer

8.30

Trading Members Not Liable for Calls

8.31

Issuer in Liquidation

8.32

Delivery of Equivalent Securities

9.1

Price Bands

9.2

Circuit Breakers or Filters

9.3

Markets Alerts or Watch

9.4

Alerts to Trading Members

9.5

Rumor / News Verification

9.6

Dissemination of Price Sensitive Information to Market or Public

9.7

Preventive Measures

9.8

Prices or Quantity Freeze

9.9

Trade Cancellation or Modification

9.10

Surveillance Analysis or Alerts

9.11

Detailed Scrutiny and Investigation

9.12

Impounding and Auction and Close-out Proceeds

9.13

Disclosure of Action Taken

9.14

Code of Ethics

9.15

Co-ordination Between Stock Exchanges

10.1

Capital Adequacy

10.2

Margin Requirements

10.3

Capital, Margin Money and / or other Money to be Held by the Exchange or Clearing Agency

10.4

Lien on Moneys or Securities

10.5

Early Pay-in of Funds And Securities

10.6

Additional or Special Risk Containment Measures

10.7

Non-Compliance of Capital Adequacy and Margin Requirements

10.8

Non-Compliance by Clients

10.9

Evasion of Margin Requirements Forbidden

General Requirement

Exchange or Clearing Agency

Clearing Banks

Depositories

Clearing Members to Open Depository Accounts With Depositories

Services by Depositories

Clearing Account With Depositories by the Exchange or Clearing Agency

Settlement of Funds

Settlement of Securities in Demat

Settlement of Securities in Physical Mode

Closing Out

Consequences For Failure in Meeting Settlement Obligations

Suspension or Postponement of Closing Out

Liability in the Event of Unforeseen Circumstances

Clearing Corporation or the Exchange to Maintain Settlement Guarantee Fund

Contribution to and Deposits with Settlement Guarantee Fund

Form of Contribution or Deposit

Replacement of Deposit

Investment of Settlement Guarantee Fund

Administration and Utilization of Settlement Guarantee Fund

Utilization for Failure to Meet Obligations

Utilization in case of Failure to Meet Settlement Obligations or on Declaration of Defaulter

Obligation to Bring in Additional Contribution or Deposit

Allocation of the Contribution or Deposit

Repayment to the Clearing Member on His Cessation

Recovery of Loss and Re-distribution

Limitation of Liability

13.1

Annual Accounts and Audit

13.2

Maintenance of Records and Accounts

13.3

Maintenance of Separate Clients’ Bank Account

13.4

Records of Moneys Received and Paid

13.5

Transfers to and From clients’ Accounts

13.6

Right to Lien, Set-off Not Affected

13.7

Place Where Records maintained

13.8

Agreement with Clients

13.9

Agreement with Sub-brokers

13.10

Furnish Particulars of Unique Client Code

13.11

Compliance Officer

13.12

Compliance Requirements Equally Applicable to Sub-brokers

13.13

Non-Compliance or Delay in Compliance or Violation of Requirements by Trading Members / Clearing Members

13.14

By a Client

13.15

By a Company

13.16

Non-compliance by a Company

14.1

Complaint or Grievance Against a Trading Member, Not Contested or Disputed

14.2

Complaint or Grievance Against a Trading Member, Contested or Disputed

14.3

Complaints Against a Company Listed on the Exchange

14.4

Non-redressal of Complaints or Grievances of Clients or Investors

14.5

Compliance

15.1

Definitions

15.2

Arbitration Subject to the Arbitration and Conciliation Act

15.3

Reference to Arbitration Other than Between Company
And Investor or Affected Person

15.4

Reference to Arbitration Between Company and Investor or Affected Person

15.5

Causes of Arbitration with the Company

15.6

15.7

15.8

15.9

Construction of References

15.10

Administrative Assistance

15.11

Trading Members Liable for Transactions Executed on the ATS

15.12

Companies Liable for Securities Listed on the Exchange

15.13

Reference of the Claims, Differences or Disputes

15.14

Limitation Period for Reference to Arbitration

15.15

Penalty on Failure to Submit to or Abide by Award in Arbitration

15.16

Selection of Arbitrators

15.17

Procedure for Appointment of Arbitrators

15.18

Vacancy in the Office of the Arbitrator

15.19

Recorded Proceedings and Evidence

15.20

Order or Ruling of Previous Arbitrator

15.21

Disclosure by Person to be Appointed as Arbitrators

15.22

Termination of Mandate of the Arbitrator

15.23

Place of Arbitration

15.24

Fees and Charges

15.25

Appearance by Counsel, Attorney or Advocate

15.26

Set-off and Counter Claim

15.27

Proceedings

15.28

Adjournment of Hearings

15.29

Written Statements By Parties and Hearing

15.30

Permission Necessary For Witness or Evidence

15.31

Ex Parte Decision and Summary Disposal

15.32

Disputed Matter to be Arbitrated Only Once

15.33

Settlement

15.34

Interim Arbitral Award and interim Measures

15.35

Arbitral Award

15.36

15.37

Award to classify Award Amount

15.38

Award to Adjudge Interest

15.39

Intimation of Award

15.40

Award Binding on Parties and Their Representatives

15.41

Correction in and Clarification on Award

15.42

Honouring of Arbitral Awards

15.43

Right to Appeal

15.44

Setting Aside of Award and Fresh Reference

15.45

Cost

15.46

Notices and Communication How to be Served

15.47

15.48

Service by Fax / Internet When Complete

15.49

Service by Post or Telegram When Complete

15.50

Service by Advertisement or by Notice on Notice Board When Complete

15.51

Refusal to Accept Delivery Does Not Affect Service

15.52

Indemnity

15.53

Secretarial Duties

15.54

Arbitral Award Enforceable By/Against Legal Heirs/Representatives

15.55

Reference to Dispute Resolution Committee or Officer or Conciliation

15.56

Panel of Conciliators

15.57

Representation and Assistance

15.58

Number and Appointment of Conciliators

15.59

Submission of Statements to Conciliator

15.60

Disclosure of Information

15.61

Communication Between Conciliator and Parties

15.62

Co-operation of Parties With Conciliator

15.63

Suggestions by Parties for Settlement of Disputes

15.64

Admissibility of Evidence in Other Proceedings

15.65

Role of Conciliator in Other Proceedings

15.66

Deposits

15.67

Completion of Conciliation Proceedings

15.68

Settlement Agreement

15.69

Status and Effect of Settlement Agreement

15.70

Cost

15.71

Termination of Conciliation Proceedings

15.72

Confidentiality

16.1

Establishment

16.2

Compensation

16.3

Corpus and Composition of the Fund

16.4

Ceiling for Corpus

16.5

Insurance Cover

16.6

Management of the Fund

16.7

Utilisation of the Fund

177

16.8

Ceiling for compensation

16.9

Use of Interest Amount Accrued on Investment of the Fund

16.10

Procedure and Bar for Making a Claim by a Client

16.11

Undertaking by a Client Making a Claim