Bye Laws of The Hyderabad Stock Exchange Ltd DEALINGS ON THE EXCHANGE. 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 twenty 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 Divali holidays on such "Moorat Day" and the days on which Dividend declared by Companies and Central Budget days as the President may fix. Alternation or Cancellation of Exchange Holidays 2. The Governing Board may from time to time alter or cancel any of the Exchange holidays fixed in accordance with these provisions. 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 SEBI; Provided further that when information regarding closure of the market is so conveyed as to reach the SEBI in the normal course within twentyfour hours the Governing Board may close the market as aforesaid continuously for any period exceeding three days without the approval of the SEBI till such time as the decision of the SEBI is communicated to the Exchange. Closure of Market by President 4. The President may at any time close the market for twentyfour 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 Regulations 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 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 those 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 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 or President. Unless the Governing Board otherwise allows no other person shall be admitted to the floor of the Exchange. Who may no 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 a member of the Governing Board 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 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. 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. 2 Managements 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 Exchanges 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 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 Regulation 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 units unless an odd lot is stipulated when the bargain is made. Variations in Bids and Offers 16. Bids (or) offers shall be made at or in multiples of the minimum variations prescribed in the relative Regulation or such other variations as the Governing Board may from 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 bargain 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. Quotation 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. 3 DEALINGS IN SECURITIES 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 21. The Governing Board may prohibit dealings in any security or securities for any cause : Provided that except in cases of proposed increase or reduction of capital or payment of calls or other monies or conversion or subdivision or consolidation of securities or reconstruction or reorganisation of the Company concerned or such or similar other circumstances dealings shall not be so prohibited at any time continuously for a period exceeding three days except with the approval of the SEBI: Provided further that when information regarding prohibition of dealings is so conveyed as to reach the SEBI in the normal course within twentyfour hours the Governing Board may prohibit dealings as aforesaid continuously for any period exceeding three days without the approval of the SEBI till such time as the decision of the SEBI is communicated to the Exchange. 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 on 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 admitted to dealings on the Exchange by the Governing Board in accordance with the provisions in that behalf prescribed in these Bye-laws and Regulations. 4 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 Letter of Allotment, Acceptance or Application or options or other rights or interest 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. Dealings in Securities Dealt in on Other Stock Exchange 25. The Governing Board may in its discretion and subject to such conditions as it may deem proper permit dealings in any security or securities admitted to dealings on other Stock Exchanges or regularly dealt in on such Stock Exchanges. 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 Offer 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 subject 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 not shall he c=act or agree to act as broker or underwriter in connection with any flotation or issue of any security of a nominal value exceeding Rs. 5 lakhs unless the issuer conforms or agrees to conform 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. 5 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 "placings" 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. Placings 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 replaced 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 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 Illegal 31. Options in securities are not permitted and all such dealings are illegal. 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 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. 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. 6 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 Regulation or such other conditions and requirements as the Governing Board may from time to time prescribe in addition thereto or in modification of substitution thereof in addition to the listing requirements prescribed in the Securities Contracts (Regulation) Rules 1957 which are incorporated in the aforesaid regulation. 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. 7 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 services rendered in the formation or promotion of the Company shall be deemed 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. 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 suffi- cient of 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 the securities to dealings on the Exchange the Governing Board shall have the right of allowing, refusing or deferring such application. 8 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 non-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 terms "bargain", "transaction", "dealing", "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 dealings 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 Admissions to the Cleared Securities List 46. The Governing Board shall from time to time specify which securities admitted to dealings on the Exchange (except Government Securities, Shares of a Bank and securities that are not fully paid up) shall be included in the Cleared Securities List provided, however that no such securities of a Company shall be so included unless :- (i) there is adequate public interest in the Company : (ii) the Company is of sufficient magnitude and public importance ; and (iii) the Company has been incorporated for not less than three years or is a merger of Companies of which the principal merging Companies had been incorporated for not less than three years previous to date of merger. 9 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; (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 for 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 for spot delivery or for hand delivery or for special delivery. 10 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 Regulation 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. Bargain Beyond Ensuing Clearing Void (c) No bargains in Cleared Securities made for a period beyond the current and ensuing Clearings shall be recognised and all such bargains shall be deemed void. Carry-Over Bargains Deemed to be at Making-up Price (d) Unless otherwise stipulated when entering into the bargain 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 (e) All bargains in Cleared Securities entered into during a Clearing that are 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. 11 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 for 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 Regulation 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 day following the date of the contract. Bargains in Provisional Documents 54. Bargains in Provisional shall be made and settled as determined from time to time in each case by the Governing Board. Bargains in Non-Cleared Securities Other than Provisional Documents and Securities Admitted to Dealings 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 President in case of new issues or when securities are sent for renewal, subdivision, consolidation, conversion, exchange or registrations or when securities are lodged for collection of interest, dividend, bonus or rights 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 Regulation or in such other form as the Governing Board may from time to time prescribe in modification or substitution thereof. 12 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. 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 SEBI 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 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 of the Cleared Securities: 13 Provided that except with the approval of the SEBI 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 cantango 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 in securities 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 by such percentage as the Governing Board may from time to time prescribed. 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 or Stock Exchange 65. The margin deposits shall be held by the Clearing House or Exchange and when they are in the form of Securities shall be transferred to the name of the Clearing House of Exchange. All margin deposits shall be held 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. Letter of declaration 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 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. 14 Lieu on Margin Deposits 67. The monies, and securities 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 lion 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 partnerships 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. 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 forth with. 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 herein after provided. 15 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 price 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 notwithstanding 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 SEBI: Provided further that when information regarding prohibition of dealings is so conveyed as to reach the SEBI in the normal course within twentyfour hours the Governing Board any prohibit dealings as aforesaid continuously for any period exceeding three days without the approval of the SEBI till such time as the decision of the SEBI is communicated 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. 16 Crises 73. (a) In a crisis or in the case of panic or bear raid or of reckless heavy sales or when it appears that prices are unduly depressed or that a crisis is at hand or that a fair or normal market does not exist the Governing Board may by a special resolution for such period or periods as it may from time to time determine which period or periods shall not except 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 twentyfour 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 is communicated to the Exchange. Suspension of Selling-out (b) If the due date 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 has 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 17 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. (ii) The Governing Board shall fix the making up prices for such security or securities in each Clearing and the cantango 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. All accounts shall be adjusted at such making up prices and 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 constituent 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 or 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 his member broker. (v) If a member be declared a defaulter or fail 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 member to his constituent. 18 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 constructed 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 to 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 contract books or by the method of comparison or Conformation Memos in accordance with the provision 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 substitution thereof. 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 modification or substitution thereof. 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. 19 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 Regulations or such other provisions as the Governing Board may from time to time prescribe in addition thereto or in modification or substitution thereof. Cross Delivery 81. The selling member who has sold securities under the provisions of these Bye-laws and Regulations is entitled at his discretion to deliver 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 Regulation 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 account 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 on Securities shall be effected outside the Clearing House. 20 Alteration of Making up Prices 85. When the pricess 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 readjusted 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. 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 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 Regulation 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 Cleared or Non-Cleared Security or Securities any substitution of or any additions to, deletions from or variations, alterations or amendments in any settlement procedure or in any clearing process or in the time of the forms prescribed therefore. 21 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 Regulation or such other time and hour as the Governing Board may from time to time notify in modification or substitution thereof. 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 members and for delivering securities to and receiving securities from members 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 document 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 operations nor shall the Exchange or the Governing Board or any. Member of the Governing Board be liable to answer any way for the title, ownership, genuineness, regularity or valicity 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. 22 Clearing Particulars 95. The Exchange shall submit to the SEBI as soon as may be after each Clearing all or any of the following particulars as the SEBI 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 SEBI 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 Contracts (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 parties 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 members 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 delivered shall alone remain responsible to the receiver. 23 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 trusts for such member. The making of such payment or credit entry shall be deemed and taken to be a payment of 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. 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 do delivered on his behalf be entitled to receive such securities from the Clearing House 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 an where the Company agrees certify the transfer deeds. 24 Sub-Division 102. When the delivering member has a certificate or a provisional document of a larger denomination than the amount of securities to be delivered or only one certificate representing securities conveyed by two or more transfer deeds the certificates or provisional documents may be deposited with the Clearing House. Thereupon 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 specifically 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 Regulation or in such 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 or presentation and surrender of the Clearing House Slip Receipts duly discharged by the members to whom they have been issued. 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 or 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 certification of documents presented to them for sub-division or certification nor for any duties in 25 connection with the transmission of certificates or other documents to the Company nor for any loss arising from the certification of forged transfers or from issue of Clearing House Split Receipts or certification or transfers against forged certificates or forged documents nor for the execution, mis-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 constituents in giving and taking deliveries 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 Regulations 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 decisions of the Governing Board or the President thereunder. Inclusion in or Removal from Approved List 109. The Governing Board may at its 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 matters 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 Regulation or such other provision as the Governing Board may from time to time prescribe in addition thereto or in modification or substitution thereof. 26 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 form 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 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 resolutions, orders, notices, directions and decisions of the Governing Board or the President thereunder or for any error or omission or illegible entry in filling 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 President may fine or suspend a member who makes any false or misleading statement in the Clearing Forms required to be submitted in confirmity with the Bye-laws and Regulations or any resolutions, order, notices, directions and decisions of the Governing 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 an 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 Exchange as well as the changes, 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. 27 INTEREST, DIVIDEND, RIGHTS AND CALLS Buyer and Seller 118. For purposes of the these Bye-laws and Regulations unless the context indicates otherwise the terms "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 the 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, dividend, cum cash bonus, cum bonus, cum rights, etc. and the seller shall be entitled to receive all vouchers coupons, dividends, cash bonus, bonus issues, rights and other privileges which may appertain to securities sold ex-coupon, ex-dividend, ex-cash bonus, ex-bonus, ex-rights, etc. Bargains in Government Securities and Debentures not to Include Accrued Interest 120. (a) Bargains in Government Securities and bearer or registered debentures 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. Provided that when interest has not been paid by the issuer on any bearer or registered debentures within thirty days from the due date or such other shorter period from the due date as the Governing Board may determine bargains in such debentures shall be deemed to include the accrued interest in the price and the seller shall not be entitled to claim from the buyer interest either for the current period or for the earlier period remaining unpaid unless it is expressly stipulated otherwise when entering into the bargain. 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. 28 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. Government Securities and Bearer Securities when Cum and Ex Voucher or Coupon 121. Bargains in Government Securities and bearer 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 122. In respect of cum voucher and cum coupon bargains in Government Securities and bearer securities the buyer shall be entitled to receive from the seller Government Securities with the interest due for the period undrawn and bearer securities with the coupon 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 123. (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 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 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 President 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. 29 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 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 dividend or ex cash bonus bargains entered into before such date shall be subject to modification. 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 increased in the dividend or cash bonus declared the ex dividend or ex cash bonus price shall be increased or decreased 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. When Bargains Cease to be Ex Dividend or Ex Cash Bonus 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 him by the seller or by the Clearing House on the seller's behalf less than five days before the 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 offices are situated outside India. 30 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. Members Responsible for Adjustment in respect of Cum Dividend or Cum Cash Bonus Bargains (b) 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 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 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. Claim Within Four Months 127. All claims in respect of vouchers, coupons, interest, dividend or cash bonus shall be adjusted as provided herein four 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 there after. 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 129. (a) All bargains in Non-Cleared Securities (other than Government Securities and debenture) 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 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. 31 When Ex Bonus or Rights if Information Not Available (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 and debentures) 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 the 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 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 Companies whose registered offices are situated outside India. 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-law and Regulations relating to closing-out. 32 Letters of Renunciation 131. Bonus issues and rights shall be settled by letter of renunciation when such letter are issued by the Company. When proper letters of renunciation are delivered or tendered to the buyer on or before the fifth 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 issue or rights be not made by letters or renunciation by reason of 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 and the buyer shall not be under any obligation to pay for the rights in advance. The seller 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 applications by the Company. Seller's Liability and Duty (b) Notwithstanding what is contained in sub-clause (a) if the seller be in possession of the new securities 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 possession of the new securities he shall be bound to render every assistance to the buyer in tracing them. Ex Right Transactions 134. When letters of renunciation are not issued by the Company all transactions in respect of rights shall be on Ex-right basis. 33 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 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 Sellers Where Obligatory 136. If securities have been purchased on condition that they should be paid up in respect of as 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 though 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 result thereof shall be borne by the seller and the buyer may deduct the same from the purchase price. 34 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 is compelled to pay the same 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 him 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 dividend 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 or reconstruction or reorganisation. 35 DELIVERY OF SECURITIES 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 two furlongs of the premises of the Stock Exchange Hyderabad and the parties shall be bound and deemed to give and take delivery in Hyderabad. Which Documents Good Delivery 143. The documents specified in the relative Regulations 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 Regulation or such other provisions as the Government 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 Government Board transfer stamp duties payable to Government and fees charged by Companies for registering transfers 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 performance 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. 36 Closing out in Refusal to Accept on 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 Bye-laws and Regulations relating to closing out. 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 decide 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 or in modification or substitution thereof. Delivery When Complete (b) If the disputed documents are held by the arbitrations 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 contract price. The seller shall then remove the defect or in the alternative 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 the appeal or within such further period or periods as may be from time to time allowed by the Governing Board or the President. 37 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 the transferee the procedure to be followed for delivery and registration shall be in accordance with the provision 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 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 Bye-laws and Regulations relating to closing out. 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 an lien on account of any debt or liability of the transfer 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 38 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 be may take against the selling constituent who receives payment against delivery of the defective documents. Members 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 receive 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 affected and provided further the buyer gives intimation in writing to the selling member within twentyone days of the date on which the documents or 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 date of the 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 payment 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 : 39 (i) the documents are lodged with the Company for registration at any time prior to the 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 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 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 (ii) the documents are lodged with the Company for registration on or before the twentyfirst 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's behalf or should the Transfer Books of the Company be closed on such twentyfirst day the documents are lodged for registration on or before the second working day after the date which the Transfer Books reopen and the buyer or any subsequent buyer gives 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 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's behalf or at any time within twentyone days of the date on which the documents are so delivered whichever of the two period is longer and establishment 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 of 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 :- 40 (i) the documents are lodged with the Company for registration on or before the twentyfirst 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 document are defective ; or (ii) the buyer or any subsequent buyer gives intimation in writing to such subsequent selling member within twentyone 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 buyer to the original and subsequent selling members as provided in the Bye-law and Regulations then except in the case of fraud or bad faith on their part such selling members shall not be personally liable for the defective documents either to the buying members or to the constituents 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-law 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 re