MOA and AOA

COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
&
ARTICLES OF ASSOCIATION
OF
BSE LIMITED
(Memorandum of Association effective from 25th November, 2016)

&
(Articles of Association effective from 2nd July, 2016)
Baart sarkar–ka^pao-roT kaya- maM~alaya
kmpnaI rijasT/ar kayaa-laya‚ maharaYT/‚ mauMba[-
naama pirvat-na ko pE`caat nayaa inagamana p`maaNa–p~

ka^pao-roT phcaana saM#yaa : U67120MH2005PLC155188
maOsasa- BOMBAY STOCK EXCHANGE LIMITED
ko maamalao mao‚ maOM etdWara sa%yaaipt krta hU^M ik maOsasa-

BOMBAY STOCK EXCHANGE LIMITED
jaao maUla $p maoM idnaaMk Aaz Agast dao hjaar paMca kao kmpnaI AiQainayama‚ 1956 ³1956 ka 1´ ko AtMga-t maOsasa-
ko $p maoM inagaimat kI ga[- qaI‚ nao kmpnaI AiQainayama‚ 1956 kI Qaara 21 kI Satao-M ko Anausaar ivaiQavat AavaSyak ivainaE`caya pairt krko tqaa
ilaiKt $p maoM yah saUicat krko kI ]sao Baart ka Anaumaaodna‚ kmpnaI AiQainayama‚ 1956 kI Qaara 21 ko saaqa pizt‚ Baart sarkar‚ kmpnaI kaya-
ivaBaaga‚ na[- idllaI kI AiQasaUcanaa saM ,saa ,ka ,ina 507 ( A ) idnaaMk 24.6.1985 esa ,Aar ,ena , B15796139 idnaaMk 08À07À2011 ko Wara
pàPt hao gayaa hO‚ ]> kmpnaI ka naama Aaja pirvait-t $p maoM maOsasa-
BSE Limited
hao gayaa hO AaOr yah p`maaNa–p~‚ kiqat AiQainayama kI Qaara 23³1´ ko AnausarNa maoM jaarI ikyaa jaata hO.
yah p`maaNa–p~ mauMba[- maoM Aaja idnaaMk Aaz jaulaa[- dao hjaar gyaarh kao jaarI ikyaa jaata hO.
GOVERNMENT OF INDIA - MINISTRY OF CORPORATE AFFAIRS

Registrar of Companies, Maharashtra, Mumbai
Fresh Certificate of Incorporation Consequent upon Change of Name
Corporate Identity Number : U67120MH2005PLC155188
In the matter of M/s BOMBAY STOCK EXCHANGE LIMITED
I hereby certify that BOMBAY STOCK EXCHANGE LIMITED which was originally incorporated on Eighth day of
August Two Thousand Five under the Companies Act, 1956 (No. 1 of 1956) as BOMBAY STOCK EXCHANGE
LIMITED having duly passed the necessary resolution in terms of Section 21 of the Companies Act, 1956 and the
approval of the Central Government signified in writing having been accorded thereto under Section 21 of the
Companies Act, 1956, read with Government of India, Department of Company Affairs, New Delhi, Notification No.
G.S.R 507 (E) dated 24/06/1985 vide SRN B15796139 dated 08/07/2011 the name of the said company is this day
changed to BSE Limited and this Certificate is issued pursuant to Section 23(1) of the said Act.
Given at Mumbai this Eighth day of July Two Thousand Eleven.

kmpnaI rijasT/ar‚ maharaYT/‚ mauMba[-
*Note: The corresponding form has been approved by M KANNAN, Deputy Registrar of Companies and this certificate has been digitally
signed by the Registrar through a system generated digital signature under rule 5(2) of the Companies (Electronic Filing and
Authentication of Documents) Rules, 2006.
The digitally signed certificate can be verified at the Ministry website (www.mca.gov.in).
kmpnaI rijasT/ar ko kayaa-laya AiBalaoK maoM ]plabQa p~acaar ka pta :

Mailing Address as per record available in Registrar of Companies office:
BSE Limited
25TH FLOOR,P J TOWERSDALAL STREET, MUMBAI - 400001,
Maharashtra, INDIA
Baart sarkar–ka^pao-roT kaya- maM~alaya
kmpnaI rijasT/ar kayaa-laya‚ maharaYT/‚ mauMba[-
kmpnaI AiQainayama‚ 1956 kI Qaara 18 (1) ( k)
]_oSya–KMDaoM maoM pirvat-na kI puiYT hotu ivaSaoYa ivainaE`caya ko pMjaIkrNa ka p`maaNa–p~
kapao-roT phcaana sa#Myaa : U67120MH2005PLC155188
maOsasa- BOMBAY STOCK EXCHANGE LIMITED
ko AMSaQaarkaoM nao idnaaMk 13À09À2007 kao Aayaaoijat kI ga[- vaaiYa-k À AsaaQaarNa baOzk maoM ek ivaSaoYa ivainaE`caya pairt
krko kmpnaI AiQainayama‚1956 ³1956 ka 1´ kI Qaara 18 ³1´ ka Anaupalana krto hue Apnao saMgama–&apna ko pàvaQaanaaoM maoM
pirvat-na kr ilayaa hO.
maOM‚ etdWara sa%yaaipt krta hU^M ik ]> ivaSaoYa ivainaE`caya kI pìtilaip‚ yaqaa pirvait-t saMgama–&apna ko saaqa‚ Aaja
pMjaIÌt kr laI ga[- hO.
maoro hstaxar Wara mauMba[- maoM yah p`maaNa–p~‚ Aaja idnaaMk Aza[-sa isatmbar dao hjaar saat kao jaarI ikyaa jaata hO.
GOVERNMENT OF INDIA - MINISTRY OF CORPORATE AFFAIRS

SECTION 18(1)(A) OF THE COMPANIES ACT, 1956

Certificate of Registration of the Special Resolution Confirming Alteration of Object
Clause(s)
Corporate Identity Number : U67120MH2005PLC155188
The share holders of M/s BOMBAY STOCK EXCHANGE LIMITED having passed Special Resolution in the
Annual/Extra Ordinary General Meeting held on 13/09/2007 altered the provisions of its Memorandum of
Association with respect to its objects and complied with the Section (18)(1) of the Companies Act, 1956 (No. 1 of
1956).
I hereby certify that the said Special Resolution together with the copy of the Memorandum of Association as
altered has this day been registered.
Given under my hand at Mumbai this Twenty Eighth day of September Two Thousand Seven.
(MILIND VITTHALRAO CHAKRANARAYAN)
]p kmpnaI rijasT/ar / Deputy Registrar of Companies

maharaYT/‚ mauMba[-
Maharashtra, Mumbai
kmpnaI rijasT/ar ko kayaa-laya AiBalaoK maoM ]plabQa p~acaar ka pta :
Mailing Address as per record available in Registrar of Companies office:
25TH FLOOR,P J TOWERSDALAL STREET, MUMBAI - 400001,
Maharashtra, INDIA
MEMORANDUM OF ASSOCIATION BSE LIMITED
THE COMPANIES ACT, 1956
MEMORANDUM OF ASSOCIATION
OF
1
BSE LIMITED
I. The name of the Company is 2“BSE Limited”.
II. The Registered office of the Company will be situated in the State of Maharashtra within the
jurisdiction of Registrar of Companies, Mumbai.
III. The objects for which the Company is established are as under:
A. THE MAIN OBJECTS TO BE PURSUED BY THE COMPANY ON

ITS INCORPORATION ARE:
3
1. To acquire, and succeed to, the business, activity and undertaking of
BSE (formerly called “The Stock Exchange, Mumbai”), a recognised stock
exchange under the Securities Contracts (Regulation) Act, 1956, on a going
concern basis, pursuant to The BSE (Corporatisation and Demutualisation)
Scheme, 2005, approved by the Securities and Exchange Board of India
(hereinafter called “SEBI”) under section 4B (2) of the Securities Contracts
(Regulation) Act, 1956, by its Order No.SEBI/MRD/40967/2005 dated May
20, 2005.
2. To carry on business as a stock exchange.
3. To assist, regulate, control and / or otherwise associate with the business of

buying, selling and dealing in securities.
B. THE OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE

MAIN OBJECTS ARE:
4. To carry on business as a self regulatory organization.
5. To form and operate one or more segments, which may include cash
segments, derivatives segments and debt segments.
6. To admit trading members, clearing members and other categories of

members.
7. To admit securities to dealings on the Company (hereinafter also referred to as

“the Exchange”) or to otherwise permit securities to be dealt with on
the Exchange.
4
8. To levy, fix, charge, recover and receive from trading members and other
persons transacting on, utilizing the services or infrastructure of, or otherwise
1 Amended vide Special Resolution passed at the Annual General Meeting held on 29 th June,2011.
2 Amended vide Special Resolution passed at the Annual General Meeting held on 29 th June,2011.
3 Amended vide special resolution passed at the Extraordinary General Meeting held on 7th February,2006.
4 Amended vide special resolution passed at the Extraordinary General Meeting held on 7 th February,2006.
1|Page
interacting with, the Company or its trading members, charges, deposits

(including security deposits), margins, fees (including membership fees, listing
fees, process fees or charges for public offerings), subscriptions, ad hoc levies
and other amounts.
1
9. To make, amend, implement and enforce rules, bye-laws and regulations including rules, bye-laws
and regulations relating to:-
(i) the manner in which, and the conditions subject to which, any business or activity shall be
transacted;
(ii) conduct of trading members, sub-brokers, investors, issuers, listed entities and/or other
intermediaries and participants in the securities and capital markets;
(iii) all aspects of clearing membership, trading membership and other categories of membership
(including the grant, transfer, transmission, suspension, surrender and termination thereof),
trading, clearing and settlement, listing, ethics, committees, delegation of powers and authority
and other matters whatsoever pertaining to the Company and its business and activities.
2
10. To regulate and fix the scale or amount of commission, brokerage and other charges to be charged
by trading members.
11. To do such acts, deeds and things as the Company may consider appropriate:-
(i) in the interests of the Company, trading, clearing and other members,
sub-brokers, investors, issuers, listed entities and / or other intermediaries and participants in
the securities and capital markets and/or the economy;
(ii) to introduce and maintain high standards of professionalism, commercial honour and integrity,
to promote and inculcate honourable practices and just and equitable principles of trade and
business, and to foster and assist the development of a healthy, orderly and transparent stock
exchange and the securities and capital markets.
12. To facilitate clearing and settlement.

3
13. To resolve and settle claims and disputes (including claims and disputes between trading members
inter se, between trading members and non-trading members and between non-trading members
inter se) or provide procedures and facilities for, or otherwise facilitate resolution and settlement of,
such claims and disputes including through mediation, conciliation and arbitration, to appoint or make
provisions relating to appointment of mediators, conciliators and arbitrators, set up panels of
mediators, conciliators and arbitrators and to fix the fees of and remunerate or provide for
remuneration of such arbitrators and conciliators, to regulate the procedure of such mediations,
conciliations and arbitrations and provide for enforcement of the decisions or awards thereof. For
the purposes of this clause, the term “non-trading members” may include sub-brokers, remisiers,
authorized clerks, employees of trading members, clients of trading members or sub-brokers, issuers
of securities, listed companies, promoters of issuers of securities and listed companies, investors
and other intermediaries and participants in the Exchange, the securities markets or the capital
markets.
14. To decide and settle or provide for the decision or settlement of questions and disputes relating to
trading methods, practices, usages, custom or courtesy in the conduct of trade and business in
securities.
1 th
Amended vide special resolution passed at the Extraordinary General Meeting held on 7 February,2006.
2 th
3 th
2|Page
15. To provide for mechanisms for fulfillment of contractual obligations including by creation of funds for
settlement guarantee, investor protection and compensation against claims of bad deliveries as the
Company may consider appropriate.
16. To undertake steps and activities in relation to money markets, financial markets, securities markets,
stock markets, capital markets, derivatives markets, currency markets, commodity markets and debt
markets including steps and activities for enhanced investor service and protection, increased
liquidity, providing easier access to the Company as a stock exchange or otherwise, facilitating inter-
market dealings and generally facilitating transactions in securities in a cost effective, expeditious
and efficient manner.
17. To (by itself or in association with or through another or others) sponsor, promote, hold equity or
other stake in and/or otherwise associate with any company or body corporate acting or proposing
to act as a custodian or depository of securities of any kind or providing or proposing to provide any
assistance, services, facilities or products in relation to stock exchanges or securities or capital
markets including storage in any form, gratuitously or otherwise, of, or letting on hire or otherwise
disposing off safes, strong rooms and other receptacles for, money, securities and / or documents.
18. To become a member of or network or otherwise associate with other stock,

securities, commodities, currency or other exchanges or associations (whether incorporated or not).
19. To promote, sponsor, establish, maintain, control and /or regulate or appoint agents to establish,
maintain control and /or regulate a clearing house, stock holding or clearing corporation, bank or a
depository.
20. To enter into any arrangements with any government or authority (central, state, municipal, local or
any other) which may seem desirable and to obtain from the Government or such authority any
powers, rights, grants, licenses, decrees, privileges or concessions and to comply with work,
develop, carry out, exercise and turn to account any such powers, rights, grants, licenses, privileges
or concessions.
21. To apply for and obtain any and all such recognitions, permissions, consents, approvals and licenses
as may be required.
22. To settle trusts.
23. To appoint trustees (whether individuals or corporations) to hold securities or other property on
behalf of and / or to protect or further the interest or any objects of the Company.
24. To constitute and/or act as trustee of any trusts including trusts or trustees under deeds constituting
or securing or relating to the issue of any debentures, debenture stock or other securities or to any
certificates, documents, assets or obligations and to undertake and execute any other trusts and
also undertake the office of or exercise the powers of executor, administrator, receiver, custodian
and trust corporation.
25. To acquire, collect, preserve, analyse, sell or disseminate through various media or otherwise,
statistical or other information.
26. To compute, create, manufacture, acquire, develop, market, sell, licence or otherwise deal with
indices of all types.
27. To maintain a library.
28. To maintain web-sites and universal resource locators.

1
29. To advertise and publicise the Exchange, its trading members companies whose securities are
admitted for dealings and / or permitted to be dealt in on the Exchange or other persons using the
1 th
3|Page
services or infrastructure of or interacting with the Exchange and its or their products and /or
services.
30. To engage in the business of power generation, whether captive or otherwise.
31. To print, publish, undertake, manage and carry on any newspaper, journal, magazine, pamphlet,
official year book, daily or other periodical quotation lists or other publications or works.
32. To improve and elevate the technical, business and other knowledge and skills of individuals,
corporates and other organizations or persons, including by imparting training, by arranging lectures,
holding classes and examinations or otherwise testing the knowledge, competence or caliber of such
persons, awarding certificates, diplomas and other recognitions and instituting and establishing
scholarships, grants and other benefactions and setting up, forming or otherwise associating with
any technical, educational or other institutions.
33. To subscribe to, become a member of and / or otherwise co-operate with any person, company or
association, whether incorporated or not, whose objects include the promotion of interests which the
Company seeks to promote or to promote general commercial and trade interests and to procure
information from and communicate information to such person, corporate or association.
34. To promote, set up, carry on, take equity in and/or act as consultants and / or advisers to, enter into
any association with securities, commodities, currency or other exchanges in India or abroad or other
intermediaries or participants in the financial, securities, capital, currency or commodities markets.
35. To act as consultants or other intermediaries for securities and their issue and marketing.
36. To advise on the incidents and features of trading, clearing and other activities on the Company or
stock, commodities, currency or other exchanges in general.
37. To take part in the management, supervision or control of the business or operations of any company
or undertaking and for that purpose to render technical and professional services and act as
administrators, or in any other capacity, and to appoint and remunerate any directors, administrators
or accountants or other experts or agents for consideration or otherwise.
38. To enter into any partnership or arrangement in the nature of a partnership,

co-operation or union of interest, with any person or persons, company or
corporation engaged or interested or about to become engaged or interested in the carrying on or
conduct of any business or enterprise which the Company is authorised to carry on or conduct or
from which the Company would or might derive any benefit whether direct or indirect.
39. To form, constitute, promote, subsidise or organise and assist or aid in forming, constituting,
promoting, subsidising, organising and assisting or aiding companies, partnerships or unions of all
kinds.
40. To amalgamate and / or merge with any company or companies or associations having objects
altogether or in part the same as or similar to any of those of the Company.
41. To formulate and implement any scheme of reconstruction or arrangement.
42. To carry on the Company’s business as principals, agents, trustees or in any other capacity.
43. To do, alone or in conjunction with another or others, either as or through or by principals, agents,
trustees, contractors or otherwise any acts, deeds or things as may be required, conducive or
incidental to the attainment of any of the objects of the Company.
44. To own, establish or have and maintain offices, branches, agencies and trading platforms in or out
of India for its business and activities.
45. To exercise all or any of its powers, rights and privileges and to conduct its
business and activities in India and /or in any foreign countries.
4|Page
46. To subscribe, contribute or make donations or grants to, or otherwise assist, charitable or benevolent
objects or any public, general or useful object or fund or institution, and to aid pecuniarily or
otherwise, any association, body or movement.
1
47. To establish and support or assist in the establishment and support of any funds (including funds for
the protection of trading members, investors and others), trusts and conveniences calculated to
advance and further any of the objects and purposes of the Company and / or the securities, capital
and financial markets in general.
48. To make payments or disbursements out of the funds or other property of the Company for any of
the purposes specified in these presents or the articles of association, rules, bye-laws or regulations
of the Company.
49. To engage in research and development.
50. To borrow money, securities or other property, raise loans in any form, receive deposits, create
indebtedness, receive grants or advances or raise any monies (in each case, with or without interest)
upon such terms and in such manner and with or without security as may from time to time be
determined including by the issue of debentures, debenture stock, bonds or other securities by the
Company.
51. To invest, lend or advance monies, securities and property, with or without
interest, upon such terms and in such manner and with or without security as may from time to time
be determined by the Company.
52. To draw, make, accept, endorse, discount, execute, issue, negotiate and sell bills of exchange,
promissory notes, cheques, bills of lading, warrants, debentures and other negotiable or transferable
instruments or documents with or without security and also take and receive advances by
discounting or otherwise, with or without security, upon such terms and conditions as the Company
deems fit.
53. To secure or discharge any debt or obligation as may be thought fit including by mortgages and
charges upon the undertaking and / or all or any of the assets and property (present and future) and
/ or the uncalled capital of the Company or by the creation and issue on such terms as may be
thought expedient, of debentures, debenture stock, or other securities of any description or by the
issue of shares credited as fully or partly paid-up.
54. To give guarantees and indemnities (including guarantees and indemnities in respect of the debts,
obligations and contracts of others) and carry on and transact every kind of guarantee and counter
guarantee business including the payment of any principal monies, interest or other monies secured
by or payable under debentures, bonds, debenture-stock, mortgage, charges, contracts, obligations
and securities, and the payment of dividends on and the repayment of the capital of stock and shares
of all kinds and descriptions.
55. To acquire shares, stocks, debentures, debenture-stock, bonds, obligations and securities by
subscription, tender, purchase, exchange or otherwise, either conditionally or otherwise, and to
guarantee the subscription thereof, and to exercise and enforce all rights and powers conferred by
or incident to the ownership thereof.
56. To enter into hedging transactions including hedging transactions relating to securities, foreign
exchange and commodities.
57. To acquire any undertaking or any property, whether movable or immovable, whether with or without
the liabilities of such undertaking.
58. To own, assist, manage or subsidise any company, partnership or other concern.
1 th
5|Page
59. To erect, construct, extend and maintain building(s) to be used for the purpose of the Company as
broker’s hall (and such hall to be forever called “The Sir Dinshaw Petit Brokers’ Exchange Hall”) and
/ or for other purposes, to add to, modify, remove, replace, substitute or augment space in any such
building or buildings.
60. To acquire, by purchase, taking on lease or hire purchase, suppliers credit or otherwise, and /or to
develop any property (movable or immovable, tangible or intangible) and any rights or privileges
including any land, buildings, easements or safe deposit vaults or depositories or custody facilities.
61. To sell, transfer, insure, mortgage, exchange, lease, let, under lease, sub-let, grant licences,
easements and other rights over, improve, manage, develop, and turn to account or profit, realize
value from, and in any other manner deal with or dispose of the undertaking, investments, property,
assets, rights (including intellectual property rights), contracts and effects of the Company or any
part thereof on such conditions as may be thought fit, including any stocks, shares or securities of
any other company, whether partly or fully paid up.
62. To train or pay for the training in India or abroad of any of the Company’s employees, directors or
personnel or any other person.
63. To provide for the welfare of employees or ex-employees of the Company and the wives and families
or the dependents or connections of such persons by building or contributing to the building of
houses or dwellings or by grants of money pensions, allowances, bonus or other payments or by
creating from time to time, subscribing or contributing to provident and other associations,
institutions, funds or trusts and by providing or subscribing or contributing towards places
of instruction and recreation, hospitals and dispensaries, medical and other attendance and other
assistance as the Company shall think fit.
64. To indemnify officers, directors, employees and personnel of the Company and its subsidiaries
against proceedings, costs, charges, expenses, losses, damages, claims and demands in respect
of anything done by them in good faith in their capacity as such in execution of the duties of their
office.
65. To make issues and /or offers for sale of new or existing shares and securities of the Company to
the public and /or on a private placement basis and/or list the share or securities of the Company on
any exchanges including on the Exchange.
66. To do all such other things as are required, incidental or conducive to the above objects or any of
them or are required, conducive or advisable for the Company to carry on business.
C. OTHER OBJECTS
67. To carry on any business relating to or connected with securities, finance, capital markets, currency
markets, money markets, mutual funds, commodities, goods, insurance or any services including
business as a stock broker, sub-broker, merchant banker, underwriter, book-builder, credit rating
agency, exchange, insurance company, insurance agent, registrar, transfer agent, depository,
depository participant, finance company, consultant, advisor or other intermediary or participant or
asset management company or trustee company for a mutual fund, of any nature whatsoever.
68. To carry on any information technology related or knowledge based business and / or any business
relating to technology including development, marketing, leasing, selling, licensing and/or otherwise
providing hardware, software, systems and/or internet services, providing consultancy services and
engaging in any information technology enabled services (including business process outsourcing).
1
69. {Deleted}
1
Deleted vide special resolution passed at the Annual General Meeting held on 13th September, 2007
6|Page
AND it is hereby declared that:

(a) The objects incidental or ancillary to the attainment of the main objects of the Company as
aforesaid shall also be incidental or ancillary to the attainment of the other objects of the
Company;
(b) The word “company” save when used in reference to this Company in these clauses shall be
deemed to include any body corporate, partnership or other body of persons whether
incorporated or not incorporated and whether domiciled in India or elsewhere;
(c) The several clauses and sub-clauses in this Memorandum and all the
powers mentioned therein are cumulative and in no case is the generality of any one clause or
sub-clause to be narrowed or restricted by any particularity of any other clause or sub-clause
nor is any general expression in any clause or sub-clause to be narrowed or restricted by any
particularity of expression in the same clause or sub-clause or by the application of any rule
of construction of ejusdem generis or otherwise;
(d) Wherever the word “includes” or “including” or any grammatical variation thereof appears
subsequent to general words and preceding specific words, the rule of ejusdem generis shall
not apply and it shall be deemed that the words “without limitation” appear after the word
“includes” or “including” or any grammatical variation thereof;
(e) The term ‘India’ when used in this clause unless repugnant to the context shall include all
territories from time to time comprised in the Union of India;
1
(f) References to the term “trading members” shall, wherever the context so permits, be deemed
to be a reference also to persons who are admitted, enrolled, licensed or otherwise recognised
by the Exchange as clearing members and/or any other categories of members in relation to
any business or activity of the Exchange;
(g) Words and expressions used but not defined in this Memorandum shall, unless repugnant to
the context or meaning thereof, have the meaning assigned thereto under the Securities
Contracts (Regulation) Act, 1956 and, if not defined in the Securities Contracts (Regulation)
Act, 1956, the meaning assigned thereto under the Securities and Exchange Board of India
Act, 1992, as amended from time to time;
(h) The objects of the Company extend to the whole of India as also to countries other than India.
CAPITAL
IV. The liability of the Shareholders of the Company is limited.
V. (A)2 3
The Authorised Share Capital of the Company is Rs. 3,00,00,00,000/- (Rupees Three Hundred crores only)
divided into 150,00,00,000 (One Hundred Fifty crores) Equity Shares of Rs.2/- (Rupee two only) each,
with power to increase and reduce the capital of the Company and/or sub-divide it into shares of different
classes.
(B) The Issued, Subscribed and Paid Up Share Capital of the Company at any time shall atleast be Rs.
5,00,000/- (Rupees Five Lakhs only)
1 th
Amended vide special resolution passed at the Extraordinary General Meeting held on 7 February, 2006
2
Amended pursuant to the order dated 24th April, 2015 of the Hon’ble Bombay High Court in the matter of Scheme of Amalgamation of United
Stock Exchange of India Limited with BSE limited
3
Amended vide ordinary resolution passed at the Extraordinary General Meeting held on 25th November, 2016
7|Page
WE, the several persons whose names, addresses, descriptions and occupations are hereunto subscribed, are desirous
of being formed into a company in pursuance of this Memorandum of Association and we respectively agree to take the
number of shares in the capital of the Company set opposite our respective names.
Sr. Name, Address, Description and Number of Shares Subscribers Name Address and
No. occupation of Subscribers taken by each Signatures Description of the
Subscriber Witness (es)
1. J.G.A Shah Share Brokers Pvt Ltd 10,000 Witness to 1 to 5
For J.G.A Shah Share Brokers

through Authorised Signatory Shri Siddharth (Ten Thousand)
Chairman / Director / Co.

J Shah. , Director. Sd/-
24/B Rajabahadur Mansion, Narayan Rathi
3rd floor, Hamam Street, Fort, S/o Tulsidas Rathi
Secretary
Pvt Ltd
Mumbai – 400 023. A-303, Prathamesh,
Sd/-
Share & Stock Broker Raghuvanshi Mills
Compound, Senapati
Bapat Marg,
Lower Parel,
Mumbai – 400 013
Practising Company Secretary
2. Bal Kishan Mohta 10,000
S/o Mathuradas Mohta (Ten Thousand)
R-623, Rotunda Bldg, Apollo St, Sd/-
Mumbai – 400 023
Business
3. BCB Brokerage Pvt. Ltd. through Authorised 10,000
For BCB Brokerage Pvt.
Signatory Shri Uttam Bharat Bagri, Director (Ten Thousand)

1207/A P. J. Towers Dalal Street, Fort, Director
Mumbai 400 001
Sd/-
Ltd.
Share & Stock Broker
4. LKP Shares & Securities Ltd through 10,000

For LKP Shares & Securities
Authorised Signatory Mr. Hitesh P. Doshi, (Ten Thousand)

Director
207, Veena Chambers, Dalal Street, Fort,
Director
Mumbai – 400 001.

Sd/-
Ltd.
5. Dalal & Broacha Stock Broking 10,000

For Dalal & Broacha Stock
Pvt Ltd. (Ten Thousand)

through Authorised Signatory
Broking Pvt Ltd
Mr Priyakant Manilal Dalal, Director.

Director
506, Maker Chambers V,

Sd/-
221, Nariman Point,

Mumbai – 400 020.
8|Page
6. M/s. Kamal S. Kabra 10,000 Witness to 6 to 10

through Authorised Signatory Shri. Kamal S. (Ten Thousand)
For BCB Brokerage Pvt. Ltd.

Kabra S/o Shyamsunder Kabra.
Sd/-
505, Gumdecha Chambers, Narayan Rathi
65, Nagindas Master Road, S/o Tulsidas Rathi
Director
Mumbai 400 023. A-303, Prathamesh,
Sd/-
Compound, Senapati
Bapat Marg,
Lower Parel,
Mumbai – 400 013
Practising Company
Secretary
7. Kisan Ratilal Choksey Shares & Securities 10,000
For Kisan Ratilal Choksey

Pvt Ltd (Ten Thousand)
through Authorised Signatory Shri Kisan
Securities Pvt Ltd

Ratilal Choksey, Director
Shares &
Director
1102 Stock Exchange Tower Dalal Street
Sd/-
Mumbai 400 001
For M/s. V. Jethalal Ramji Share For Bhanshali Stock Brokers Pvt.
8. Bhanshali Stock Brokers Pvt. Ltd. 10,000

through Authorised Signatory. (Ten Thousand)
Vallabh Roopchand Bhansali Director
24 BD Rajbahadur Compound A. Doshi
Director
Marg,
Sd/-
Ltd.
Mumbai 400 001

9. M/s. V. Jethalal Ramji Share Brokers Pvt. 10,000

Ltd. (Ten Thousand)
through Authorised Signatory Shri Nikhil
Brokers Pvt. Ltd.
P.Dalal, Director
Director
501, Arcadia, Nariman Point,

Sd/-
5th Floor,
Mumbai – 400 021
10. BLB Limited 10,000

through Authorised Signatory (Ten Thousand)
Mr. Vikram Rathi, Director.
For BLB Limited
‘B’ Wing, III Floor, Mahtre Pen Bldg.,

Director
Senapati Bapat Marg, Dadar (West),

Sd/-
Mumbai 400 028

9|Page
11. SBI Capital Markets Limited through 10,000 Witness to 11 to 15
For SBI Capital Markets Limited

Authorised Signatory Mr V Gopinathan, (Ten Thousand)
Exe Vice President
Sd/-
Authorised Signatory
202, Maker Tower ‘E’, Cuffe Parade, Narayan Rathi
Mumbai – 400 005 S/o Tulsidas Rathi
Share & Stock Broker A-303, Prathamesh,
Sd/-
Raghuvanshi Mills
Compound, Senapati
Bapat Marg,
Lower Parel,
Mumbai – 400 013
Practising Company
Secretary
For Nangalia Stock Broking Pvt. For HSBC Securities and Capital
12. HSBC Securities and Capital Markets (India) 10,000
Markets (India)Private Ltd.

Private Ltd. through Authorised Signatory (Ten Thousand)
Mrs. Sonal Dave, Director.
52/60 Mahatma Gandhi Road, Fort,
Director
Mumbai – 400 001
Sd/-
13. Nangalia Stock Broking Pvt. Ltd. 10,000

Director / Authorised Signatory
through Authorised Signatory Mr. Umakant (Ten Thousand)
Nangalia
508, P.J.Tower, Dalal Street, Fort,
Mumbai – 400 023
Sd/-
Ltd.
14. Churiwala Securities Pvt. Ltd. through 10,000

For Churiwala Securities Pvt.
Authorised Signatory Shri Alok C (Ten Thousand)

Churiwalla, Director 304/5, Commerce
House, Nagindas Master Road, Fort,
Director
Mumbai – 400 023

Sd/-
Ltd.
15.
For Dimensional Securities Pvt.
M/s. Dimensional Securities Pvt. Ltd 10,000

through Authorised Signatory Mr. Ajit (Ten Thousand)
Surana, Director
City Ice Bldg, 4th Floor, 298 Perin Nariman
Director
Street, Fort,
Sd/-
Ltd
Mumbai – 400 001

10 | P a g e
16. Dalmia Securities Private Limited. 10,000 Witness to16 to 20
For Dalmia Securities Private Limited.

through Authorised Signatory Sri Suryakant (Ten Thousand)

Dalmia, Director.
522, Stock Exchange Tower, Dalal Street,
Mumbai 400 001 Sd/-
Share & Stock Broker Narayan Rathi
S/o Tulsidas Rathi
Sd/-
A-303, Prathamesh,
Raghuvanshi Mills
Compound, Senapati
Bapat Marg,
Lower Parel,
Mumbai – 400 013
Practising Company
Secretary
17. Emkay Share & Stock Brokers Pvt Ltd 10,000
For Emkay Share & Stock

Mr Prakash Kacholia, Director.
Brokers Pvt Ltd

Phoenix Mills, ‘C’ Wing, 4th Floor, Senapati
Director
Bapat Marg, Lower Parel, Mumbai – 400 013
Sd/-
18. Rajan Vasant Vakil 10,000

PM/9, Rotunda Bldg., Mezzanine Floor, M. (Ten Thousand)
S. Marg, Fort,
Mumbai – 400 001
Sd/-
19.
Padmakant Devidas Securities Ltd 10,000

through Authorised Signatory Mr. Padmakant (Ten Thousand)
For Padmakant Devidas
D. Shah, Director
Securities Ltd
1216, Stock Exchange Tower, Dalal Street,

Fort,
Sd/-
Mumbai – 400 023

20. Bonanza Stock Brokers Limited through 10,000

For Bonanza Stock Brokers
Authorised Signatory Mr. Satya Prakash (Ten Thousand)

Goel, Director
Block No.19, Raghuvanshi Mill Compound,
Director
Limited
Senapati Bapat Marg, Lower Parel,

Sd/-
Mumbai 400013
11 | P a g e
21. V. P. L. Shah Shares & Sec. Pvt. Ltd. 10,000 Witness to 21 to 25
V. P. L. Shah Shares & Sec. Pvt.

through Authorised Signatory Mr Vijay P. (Ten Thousand)
Shah, Director
Sd/-
R – 624, Rotunda Bldg, Narayan Rathi
6th floor, B. S. Marg, S/o Tulsidas Rathi
Director
Mumbai – 400 023 A-303, Prathamesh,
Sd/-
Ltd.
Compound, Senapati
Bapat Marg,
Lower Parel,
Mumbai – 400 013
Practising Company
Secretary
22.
For M/s. Kauhik Shah Shares & For B M Gandhi Securities Pvt.
B M Gandhi Securities Pvt. Ltd through 10,000
Authorised Signatory (Ten Thousand)
Mr. Bhupinder B. Gandhi, Director.
9A, Homi Modi Street, Fort,
Director
Mumbai – 400 023
Sd/-
Share & Stock Broker Ltd
23.
M/s. Kauhik Shah Shares & 10,000
Securities Pvt. Ltd. (Ten Thousand)
Securities Pvt. Ltd.

Shri. Kaushik S. Shah, Director.
28, ITTS House, Kala Ghoda,
Sd/-
Mumbai 400 023

24. Dhanki Securities Pvt Ltd. through 10,000

Dhanki Securities Pvt Ltd.
Authorised Signatory Mr. Vrajlal (Ten Thousand)

Gulabchand Dhanki, Director.
R 401, Rotunda Tower, B.S. Marg,
Director
Nariman Point,
Sd/-
Mumbai – 400 001

For Prabhudas Lilladher Pvt. Ltd.
25. Prabhudas Lilladher Pvt. Ltd. through 10,000

Managing Director
Mr. Arun Prabhudas. Sheth, Director

3rd Floor, Sadhana House,
Worli, Mumbai – 400 018
Sd/-
12 | P a g e
26. ASK – Raymond James & 10,000 Witness to 26 to 30

Associates Private Ltd. (Ten Thousand)
For ASK – Raymond James &

Associates Private Ltd.

Sd/-
Mr Sameer Koticha, Director Narayan Rathi
254 – D, Band box House, S/o Tulsidas Rathi
Dr. Annie Besant Road, Worli, A-303, Prathamesh,
Sd/-
Mumbai – 400 025 Raghuvanshi Mills
Share & Stock Broker Compound, Senapati
Bapat Marg,
Lower Parel,
Mumbai – 400 013
Practising Company
Secretary
27. Refco-Sify Securities India Pvt Ltd. through 10,000
Refco-Sify Securities India Pvt Ltd.

Mr Rajendra Bhambhani, Director No 1,
‘C’ Block, Modern Mills Compound,
Mahalaxmi,
Mumbai – 400 011
Sd/-
28.
For S S Kantilal Ishwarlal Securities Pvt. Ltd.
S S Kantilal Ishwarlal Securities Pvt. Ltd 10,000

through Authorised Signatory Mr. Shankar (Ten Thousand)
Vailaya, Director A – 206, Phoenix House,
Mumbai – 400 013
Managing Director

Sd/-
29. Shailesh Mulchand Nissar 10,000

611, P. J Tower, Stock Exchange – (Ten Thousand)
Sd/-
Mumbai, Dalal Street, Fort,

Mumbai – 400 001
Share & Stock Broker.
30. R.B.K Share Broking Ltd through Authorised 10,000
R.B.K Share Broking Ltd
Signatory Mr. Radheyshyam Khandelwal, (Ten Thousand)

Director101-A, Alli Chambers, Medows
Street, Fort,
Director
Mumbai – 400 023

Sd/-
13 | P a g e
31. Inventure Growth & Securities Ltd through 10,000 Witness to 31 to 35
For Inventure Growth & Securities Ltd

Authorised Signatory Shri Nagji K Rita, (Ten Thousand)
Director,
1012 P. J. Tower Dalal Street , Sd/-
Mumbai 400 023. Narayan Rathi
Director
Share & Stock Broker S/o Tulsidas Rathi
Sd/-
A-303, Prathamesh,
Raghuvanshi Mills
Compound, Senapati
Bapat Marg,
Lower Parel,
Mumbai – 400 013
Practising Company
Secretary
32. S. P. Jain Securities Pvt. Ltd through 10,000
For S. P. Jain Securities Pvt.

Authorised Signatory Mr. Subhash S. Jain, (Ten Thousand)
Subhash Jain, Bldg,
2nd Floor, Ambalal Doshi Marg, Fort,
Director
Mumbai – 400 023
Sd/-
Ltd
33. Amit Nalin Securities Pvt Ltd. through 10,000

For Amit Nalin Securities Pvt
Authorised Signatory Mr. Amit N. Dalal, (Ten Thousand)

Director, 20 Raja Bahadur Mansion,
Hamam Street,
Director
Mumbai – 400 023

Sd/-
Ltd.
34. M/s Bakliwal Financial Services (India) Pvt. 10,000

For M/s Bakliwal Financial
Ltd through Authorised Signatory Mr. Rahul (Ten Thousand)

Santosh Bakliwal, Director, 210, Commerce
House, Nagindas Master Road, Fort,
Services
Director
Mumbai – 400 023

Sd/-
35. ICICI Brokerage Services Ltd through 10,000

For ICICI Brokerage Services

Mr. Nitin Jain, Director ICICI Centre, H. T.
Parekh Marg, Churchgate,
Director
Mumbai – 400 020

Sd/-
Ltd
14 | P a g e
36.
For Pravin V. Shah Stock Broking Pvt.

Pravin V. Shah Stock Broking Pvt. Ltd. 10,000 Witness to 36 to 40
Mr Mulraj V. Shah, Director, 212,
Sd/-
P.J. Tower, Dalal Street, Fort, Narayan Rathi
Director
Sd/-
Ltd.
Raghuvanshi Mills
Compound, Senapati
Bapat Marg,
Lower Parel,
Mumbai – 400 013
Practising Company
Secretary
37. M/S Govindbhai B. Desai 10,000
S/o Late Shri Baldevbhai C. Desai (Ten Thousand)
1101, Stock Exchange Towers,
Dalal Street,
Mumbai – 400 023
Sd/-
38. M/s. Javeri Fiscal Services Ltd through 10,000

Authorised Signatory Shri. Pradeep Rasiklal (Ten Thousand)
For M/s. Javeri Fiscal
Javeri, Director, PS/17, 2nd Floor, Rotunda

Services Ltd
Bldg., Stock Exchange Tower,

Director
Dalal Street,
Sd/-
Mumbai 400 001

39. Sailesh H. Doshi Broking Pvt. Ltd. 10,000

For Sailesh H. Doshi Broking
through Authorised Signatory Mr. Sailesh (Ten Thousand)

Hiralal Doshi, Director 813, Stock Exchange
Tower, 8th Floor, Dalal Street,
Pvt. Ltd.
Director
Mumbai – 400 001

Sd/-
40. M/s. Vinay M Shah Securities Pvt. Ltd. 10,000

through Authorised Signatory Shri. (Ten Thousand)
For M/s. Vinay M Shah
Securities Pvt. Ltd.
Vinaychandra M. Shah, Director, 518,

Rotunda Bldg, B.S. Marg,
Director
Mumbai 400 023

Sd/-
15 | P a g e
41. Anvil Share & Stock Broking Pvt Ltd. 10,000 Witness to 41 to 45
For Anvil Share & Stock Broking

through Authorised Signatory Shri Himanshu (Ten Thousand)
Sd/-
Gandhi, Director, 19, Bank Street Cross
Narayan Rathi
Lane,, Fort, Mumbai – 400 023 S/o Tulsidas Rathi
Director
Pvt Ltd.
A-303, Prathamesh,
Sd/-
Raghuvanshi Mills
Compound, Senapati
Bapat Marg,
Lower Parel,
Mumbai – 400 013
Practising Company
Secretary
42. M/s. AKD Securities Pvt. Ltd. through 10,000
For M/s. AKD Securities Pvt.

Shri. Amit K. Dave, Director,
1014, Stock Exchange Tower,
Director
Dalal Street, Mumbai 400 023
Sd/-
Ltd.
43. Mehta Vakil & Co. Pvt. Ltd through 10,000

For Mehta Vakil & Co. Pvt.
Authorised Signatory Mr. Jayesh J. Mehta. (Ten Thousand)

PG – 11, Grnd Floor, Rotunda Bldg,
B. S. Marg,
Director
Mumbai – 400 001

Sd/-
Ltd
44. INA Stock Broking Co. Pvt. Ltd through 10,000

For INA Stock Broking Co.

Mr Hitesh A Fozdar
PM-16, Mezzanine Floor, Rotunda Bldg,
Director
Pvt. Ltd
B.S. Marg,
Sd/-
Mumbai – 400 001

45. M/s. Girdharilal Dhanraj Khaitan S/o 10,000

Dhanraj Rajakishan Khaitan 117,P.J. Tower, (Ten Thousand)
Dalal Street,
Mumbai 400 001
Business
Sd/-
16 | P a g e
46. Shri. Vinay Jitendra Mashruwala 10,000 Witness to 46 to 50

S/o Jitendra C. Mashruwala (Ten Thousand)
PS-11 Rotunda Bldg. 2nd Floor ,
Sd/-
60 Bombay Samachar Marg, Fort, Narayan Rathi
Mumbai 400 023 S/o Tulsidas Rathi
Business A-303, Prathamesh,
Sd/-
Raghuvanshi Mills
Compound, Senapati
Bapat Marg,
Lower Parel,
Mumbai – 400 013
Practising Company
Secretary
47. Prakash Himatlal Shah S/o Himatlal 10,000
Fulchand (Ten Thousand)
215, P.J. Towers, Dalal Street, Fort,
Sd/-
Mumbai – 400 001
48. Ram C. Marfatia S/o Champaklal Babubhai 10,000

Marfatia (Ten Thousand)
821, 8th Floor, P. J Towers, Dalal Street, Fort,
Sd/-
Mumbai – 400 023

49. Vijan Share & Securities Pvt. Ltd. 10,000

For Vijan Share & Securities

Mr. Mohan Kumar Vijan, Director
117, Commerce House,
Pvt. Ltd.
Director
N.M. Road, Fountain,

Sd/-
Mumbai - 400 001

50. B. D. Shroff Securities Pvt. Ltd through 10,000

For B. D. Shroff Securities
Authorised Signatory Mr Cyrus B Shroff, (Ten Thousand)

Director.
Mulla House, 1st floor, 51 Mahatma Gandhi
Director
Pvt. Ltd
Sd/-
Road, Fort,
Mumbai – 400 023
Total 5,00,000
(Five Lakhs)
Place : Mumbai
Date : 29.07.2005
17 | P a g e
SPECIAL RESOLUTION PASSED BY MEMBERS OF BSE LIMITED IN EXTRA ORDINARY GENERAL MEETING
ON 7TH FEBRUARY, 2006
“RESOLVED THAT pursuant to provisions of Sections 16 and 17 and other applicable provisions, if any, of the
Companies Act, 1956 and subject to the approval of the Registrar of Companies, Maharashtra, Mumbai and such other
authorities, as may be applicable in this regard, Clause III (Object Clause) of the Memorandum of Association of the
Company, be altered in the manner as specified in the statement attached to the explanatory statement appended to
this Notice for the information of the Members of the Company and now placed before the Meeting for approval.”
******
SPECIAL RESOLUTION PASSED BY MEMBERS OF BSE LIMITED IN ANNUAL GENERAL MEETING ON 13TH
SEPTEMBER, 2007
“RESOLVED THAT pursuant to the provisions of Section 16, 17 and all other applicable provisions, if any, of the
Companies Act, 1956 and subject to the approval of such authorities as may be necessary in this regard, the existing
sub-clause No. 69 of Clause III C (Other objects clause) of the Memorandum of Association of the Company as
reproduced below be and is hereby deleted.
‘69 - To carry on any other business which is legally permissible for a Stock Exchange to carry on’.
“RESOLVED FURTHER THAT the Board of Directors (which term shall include any Committee thereof), of the
Company be and is hereby authorized to take all such actions and do all such things as may be required from time to
time for giving effect to the above Resolution and matters related thereto.”
******
SPECIAL RESOLUTION PASSED BY MEMBERS OF BSE LIMITED IN ANNUAL GENERAL MEETING ON 29TH
JUNE, 2011
“RESOLVED THAT pursuant to the provisions of Section 21 and other applicable provisions, if any, of the Companies
Act 1956, (including any statutory modification or re-enactment thereof for the time being in force) and subject to the
approval of Securities and Exchange Board of India, the Registrar of Companies or any other authority as may be
necessary, consent of the Members be and is hereby accorded to change the name of the Exchange from “Bombay
Stock Exchange Limited” to “BSE Limited”;
RESOLVED FURTHER THAT the name “Bombay Stock Exchange Limited” wherever appearing in the Memorandum
and Articles of Association, Rules, Bye Laws and Regulations of the Exchange and any other document be substituted
by the new name “BSE Limited”.
RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things
and to settle any question, difficulty or doubt that may arise with regard to change of name and to give such directions
as may be necessary, desirable or expedient for giving effect to this Resolution and matters related thereto and its
decision shall be final and binding”
******
18 | P a g e
ORDINARY RESOLUTION PASSED BY MEMBERS OF BSE LIMITED IN EXTRA ORDINARY GENERAL MEETING
ON 25TH NOVEMBER, 2016
“RESOLVED THAT subject to receipt of necessary approvals, if any, and pursuant to Section 13, Section 61 and other
applicable provisions if any, of the Companies Act, 2013 and the rules, orders and notifications issued thereunder
(including any statutory modification or re-enactment thereof, for the time being in force) and the applicable provisions
of the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the Securities
Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2012, each as amended together
with any rules, regulations, guidelines and circulations issued under each and subject to the Articles of Association of
the Exchange, and subject to the approval of the resolution for consolidation of shares, the existing sub-clause (A) of
Clause V of the Memorandum of Association of the Exchange be deleted and substituted by the following:
“The Authorised Share Capital of the Company is Rs. 3,00,00,00,000 (Rupees Three Hundred crores only) divided into
1,50,00,00,000 (One Hundred and Fifty crores) Equity Shares of Rs. 2 (Rupees Two only) each, with power to increase
and reduce the capital of the Company and/ or sub-divide it into equity shares of different classes.”
RESOLVED FURTHER THAT the Managing Director & CEO, Chief Regulatory Officer, Chief Financial Officer and
Company Secretary & Compliance Officer of the Exchange, be and are hereby severally authorised to do all such acts,
deeds and matters as they may in their absolute discretion deem necessary, expedient or desirable for completing the
consolidation of shares of the Exchange and giving effect to the foregoing resolution, including without limitation
settlement of any questions, difficulties or doubts with respect to the foregoing resolution and/ or delegate any of their
powers to such person, committee, etc. as may be authorised.
RESOLVED FURTHER THAT the Managing Director & CEO, Chief Regulatory Officer, Chief Financial Officer and
Company Secretary & Compliance Officer of the Exchange be and are hereby severally authorised to issue certified
true copies of this resolution to various authorities.”
******
19 | P a g e
BSE LIMITED
THE COMPANIES ACT, 2013

1ARTICLES OF ASSOCIATION
OF
BSE LIMITED
TABLE F TO APPLY
The regulations contained in Table F in the First Schedule to the Companies Act, 2013 shall apply
to the Company in respect of any matter which is provided for therein but is not provided for
herein. In case of any inconsistency between these Articles and Table F, these Articles shall
prevail.
These Articles are to be read in conjunction with the provisions of the Securities Contracts
(Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2012 as amended, along
with circulars issued by Securities and Exchange Board of India from time to time.
DEFINITIONS AND INTERPRETATION

Definitions
1. In these Articles, unless repugnant to the context or meaning thereof:-
a) “Act” means the Companies Act, 2013 and rules made thereunder including all
notifications, orders and circulars issued thereunder or any statutory modification or
re-enactment thereof for the time being in force and any previous company law, so
far as may be applicable;
b) “Associate” in relation to a person shall include another person:
(i) who, directly or indirectly, by himself, or in combination with other persons,
exercises control over the first person;
(ii) who holds fifteen per cent or more shares in the paid up equity capital of the
first person;
(iii) whose director or partner is also a director of the first person or its subsidiary
or holding company, or partner of the first person, as the case may be;
(iv) who is a holding company or a subsidiary company of the first person or a
company under the same management as of the first person;
(v) who is a relative of the first person;
(vi) who is a member of a Hindu Undivided Family wherein the first person is also a
member;
c) “Board of Directors” or “Board” or “Governing Board” means the collective body
of the Directors of the Company;
d) “BSE” means the stock exchange formerly called “The Stock Exchange, Mumbai” an
unincorporated association of persons with its principal place of business at Phiroze
Jeejeebhoy Towers, Dalal Street, Fort, Mumbai, which has been recognized by the
Central Government under the Securities Contracts (Regulation) Act, 1956 and the
said Exchange now known as BSE Limited;
e) “Bye-laws” means the Bye-Laws of the Exchange made under the SCRA, as in force
from time to time;
f) “Chairman” means the chairman of the Board;
1
The amended set of Articles of Association are effective from 2nd July, 2016 after the requisite Gazette
Notifications. [Shareholders’ approval (24th July, 2015), SEBI’s approved (10th November, 2015)]
1
g) “The Company” means BSE Limited;
h) “Control” shall have the same meaning as assigned to it under clause (e) of sub-
regulation (1) of regulation 2 of the Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers) Regulations, 2011 or any
modification thereof;
i) “Director” means a Director appointed to the Board of BSE;
j) “Due Date” means the date, as may be determined by the Board of BSE, which date
shall fall within the period permitted under the Scheme from time to time;
k) “First Directors” shall have the meaning attributed to it in Article 119 of these
Articles;
l) “Managing Director” shall have the same meaning attributed to it under the Act;
m) “Office” means the registered office for the time being of the Company;
n) “Public Interest Directors” shall have the meaning attributed to it in Article 143 of
these Articles;
o) “Regulations” means the Regulations of the Exchange made under the Rules and
Byelaws, in force from time to time;
p) “Rules” means the Rules of the Exchange made under the SCRA, in force from time
to time;
q) “Scheme” means the BSE (Corporatisation and Demutualisation) Scheme, 2005
approved by SEBI under section 4B(2) of the SCRA by its Order
No.SEBI/MRD/40967/2005 dated May 20, 2005, as may be amended from time to
time;
r) “SCRA ” means the Securities Contracts (Regulation) Act, 1956 as amended;
s) “Seal” means the seal of the Company for the time being;
t) “SEBI” means the Securities and Exchange Board of India established under the
SEBI Act;
u) “SEBI Act” means the Securities and Exchange Board of India Act, 1992 as
amended;
v) “Secretary” means the Secretary of the Company appointed in accordance with
these Articles;
w) “SECC Regulations” means the Securities Contracts (Regulation) (Stock Exchanges
and Clearing Corporations) Regulations, 2012 as amended;
x) “Shareholder” means a person who holds any equity share or shares of the
Company and, where the context so admits, shall also include the holder(s) of any
preference share or shares of the Company;
y) “Shareholder Directors” shall have the meaning attributed to it in Article 140 of
these Articles;
z) “Trading Member” means a person having trading rights in any recognized stock
exchange and includes a stock broker; and
aa) “writing” includes printing, typewriting and lithography and, where permitted or
specified by the Board, includes also facsimiles, downloading through computers,
electronic mail and any other usual substitutes for writing as may from time to time
be specified or approved by the Board as constituting “writing”.
Interpretation
2. In these Articles, unless repugnant to the context or meaning thereof:-
a) Words importing persons include companies, corporate bodies, artificial entities,
individuals, firms, joint families, associations of persons, societies and trusts;
b) Words importing the masculine gender shall include the feminine and neuter gender
and vice versa;
2
c) Words importing the singular shall include the plural and vice versa;
d) Words and expressions occurring, but not defined, in these Articles and defined in the
Act, SCRA, SEBI Act or regulations/notifications/circulars issued by SEBI (from time to
time) shall have the same meanings respectively assigned to them thereunder or in
any statutory modifications thereto or re-enactments thereof in force from time to
time; and
e) Marginal notes or Article headings shall not affect the construction or interpretation of
any Article.
SHARE CAPITAL
Authorised Capital
3. The Authorised Share Capital of the Company shall be as specified in Clause V (A) of the
Memorandum of Association of the Company.
Shares under control of the Board
4. Subject to the provisions of the Act and these Articles, the shares in the capital of the
Company (including any shares forming part of any increased capital of the Company) shall
be under the control of the Board of Directors who may issue, allot or otherwise dispose of
the same or any of them to such persons in such proportions and on such terms and
conditions and either at a premium or at par and at such times as they may from time to
time think fit and proper and with sanction of the Company in the general meeting to give to
any person or persons the option or right to call for any shares either at par or premium
during such time and for such consideration, as the directors think fit.
Allotment otherwise than for Cash
5. Subject to the provisions of the Act and these Articles, the Board may allot and issue shares
in the capital of the Company otherwise than for cash including, without limitation, as
payment or part payment for any property sold or goods transferred or machinery supplied
or for services rendered to the Company or as sweat equity or otherwise and any shares
which may be so allotted may be issued as fully paid-up or partly paid-up and if so issued
shall be deemed to be fully paid-up shares or partly paid-up shares. Provided that option or
right to call of shares shall not be given to any person or persons without the sanction of the
Company in the General Meeting.
Payment of Installments
6. If, by the conditions of allotment of any share, the whole or part of the amount or issue
price thereof shall be payable by installments, every such installment shall, when due, be
paid to the Company by the person who, for the time being and from time to time, shall be
the registered holder of the share.
Preference Shares
7. Subject to the provisions of the Act, preference shares may be issued by the Company on
the term that they are, or at the option of the Company or the holder(s) of the concerned
preference shares are liable, to be redeemed or converted on such terms and in such
manner as the Board and the Company by special resolution may determine.
Different Classes of Shares
8. If at any time the share capital is divided into different classes of shares, the rights attached
to any class (unless otherwise provided by the terms of issue of the shares of that class)
may, subject to the provisions of the Act, and whether or not the Company is being wound
up, be varied with the consent in writing of the holders of three-fourths of the issued shares
of that class, or with the sanction of a special resolution passed at a separate meeting of the
holders of the shares of that class.
9. To every such separate meeting, the provisions of these Articles relating to general
meetings shall mutatis mutandis apply, but so that the necessary quorum shall be at least
two persons at least holding, one-third of the issued shares of the class in question.
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Further Issue of Shares
10. The rights conferred upon the holders of the shares of any class issued with preferred or
other rights shall not, unless otherwise expressly provided by the terms of issue of the
shares of that class, be deemed to be varied by the creation or issue of further shares
ranking pari passu therewith.
11. Where at any time, it is proposed to increase the subscribed capital of the Company, by
issue of further shares, such shares shall be offered:
a) to persons who, at the date of the offer, are holders of the equity shares of the
Company, in proportion, as nearly as circumstances admit, to the paid-up share
capital on those shares by sending a letter of offer subject to the following conditions,
namely:-
i) the offer shall be made by a notice specifying the number of shares offered and
limiting a time not being less than fifteen days and not exceeding thirty days
from the date of the offer within which the offer, if not accepted, will be
deemed to have been declined;
ii) the offer aforesaid shall be deemed to include a right exercisable by the person
concerned to renounce the shares offered to him or any of them in favour of
any other person and the notice referred to in sub-clause (i) shall contain a
statement of this right;
iii) after the expiry of the time specified in the notice aforesaid, or on receipt of
earlier Intimation from the person to whom such notice is given that he
declines to accept the shares offered, the Board of Directors may dispose of
them in such manner which is not dis-advantageous to the shareholders and
the Company.
b) To employees under a scheme of employees’ stock option, subject to special
resolution passed by company and subject to such conditions as may be prescribed in
the Act or the rules made thereunder.
c) To any person, if the company is authorized by a special resolution, whether or not
those person include the person referred to in clause (a) or clause (b), either for cash
or for a consideration other than cash, if the price of such shares is determined by the
valuation report of a registered valuer subject to such conditions as may be prescribed
in the Act or Rules made thereunder.
12. Nothing in Articles 10, 11, shall apply to the increase of the subscribed capital of the
Company caused by the exercise of an option as a term attached to the debentures issued
or loan raised by the Company to convert such debentures or loans into shares in the
Company.
Provided that the terms of issue of such debentures or loan containing such an option have
been approved before the issue of such debentures or the raising of loan by as special
resolution passed by the Company in General Meeting.
13. Subject to the provisions of the Act and Rules made there under the company may issue
Sweat equity if such issue is authorized by a special resolution passed by the Company in
General Meeting or in such other manner as may be prescribed under the act.
Commission
14. The Company may exercise the power of paying commissions conferred by the Act, to any
person in connection with the subscription of securities, provided that the rate percent or
the amount of the commission paid or agreed to be paid shall be disclosed in the manner
required by the Act and rules made thereunder.
15. The rate or amount of the commission shall not exceed the rate or amount prescribed in the
Act.
16. The commission may be satisfied by the payment of cash or the allotment of fully or partly
paid shares or partly in the one way and partly in the other.
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Company not to Recognise Trust
17. Except as required by law, no person shall be recognized by the company as holding any
share upon any trust, and the company shall not be bound by, or be compelled in any way
to recognize (even when having notice thereof) any equitable, contingent, future or partial
interest in any share, or any interest in any fractional part of a share, or (except only as by
these regulations or by law otherwise provided) any other rights in respect of any share
except an absolute right to the entirety thereof in the registered holder.
Certificates
18. Subject to the provisions of the Act, the Depositories Act, 1996 and the Rules and
Regulations made thereunder, every person whose name is entered as a member in the
Register of Members shall be entitled to receive within two months after allotment or within
one month after the application for the registration of transfer or transmission sub-division,
consolidation or renewal of shares, as the case may be (or within such other period as the
conditions of issue shall provide):-
a) one or more certificate, in marketable lots, for all his shares of each class or
denomination without payment; or
b) several certificates, each for one or more of his shares, upon payment of twenty
rupees for every certificate after the first.
For the purposes of this Article 18, the expression “transfer” means a transfer duly stamped
and otherwise valid, and does not include any transfer which the Company is for any reason
entitled to refuse to register and does not register.
19. Every certificate shall be under the Seal and shall specify the number and distinctive
numbers of shares in respect of which it is issued and the amount paid-up thereon and shall
be in such form as may be prescribed under the Act.
20. In respect of any share or shares held jointly by several persons, the Company shall not be
bound to issue more than one certificate, and delivery of a certificate for a share to one of
several joint holders shall be sufficient delivery to all such holders.
Loss or Destruction of Certificates
21. If any certificate be worn out, defaced, mutilated or torn or if there be no further space on
the back thereof for endorsement of transfer, then upon production and surrender thereof to
the Company, a new certificate may be issued in lieu thereof, and if any certificate lost or
destroyed then upon proof thereof to the satisfaction of the Company and on execution of
such indemnity as the Company deem adequate, being given, a new certificate in lieu
thereof shall be given to the party entitled to such lost or destroyed certificate.
Every certificate under the article shall be issued without payment of fees if the Board so
decide, or on payment of twenty rupees for each certificate.
Provided that no fees shall be charged for issue of new certificates in replacement of those
which are old, defaced or worn out or where there is no further space on the back thereof
for endorsement of transfer.
Provided that notwithstanding what is stated above the Board shall comply with such Rules
or Regulation or requirements of any Stock Exchange or the Rules made under the Act or
Rules made under the SCRA or any other Act, or Rules applicable thereof in this behalf.
The provision of this Article shall mutatis mutandis apply to debentures of the Company.
Joint Holders
22. The Company shall be entitled to decline to register more than three persons as the joint
holders of any shares.
Buy-back of shares
23. Notwithstanding anything contained in these Articles but subject to all applicable provisions
of the Act or any other law for the time being in force, the Company may purchase its own
shares or other specified securities.
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LIEN
First and Paramount Lien
24. The Company shall have a first and paramount lien upon on all shares/ debentures (not
being fully-paid shares/ debentures) standing registered in the name of each member
(whether solely or jointly with others) and upon the proceeds of sale thereof, for all moneys
(whether presently payable or not) called or payable at a fixed time, in respect of such
shares/ debentures.
No equitable interest in any share shall be created except upon the footing and condition
that this Article will have full effect and such lien shall extend to all dividends and bonuses
from time to time declared in respect of such shares/ debentures.
25. Unless otherwise agreed the registration of a transfer of shares/debentures shall operate as
a waiver of the Company’s lien if any on such shares/debentures.
26. The Board may at any time declare any shares/debentures wholly or in part to be exempt
from the provisions of this clause.
Sale of Shares on which Company has a Lien
27. The Company may sell, in such manner as the Board thinks fit, any shares on which the
Company has a lien:
Provided that no sale shall be made:-
a) Unless a sum in respect of which the lien exists is presently payable, or
b) Until the expiration of fourteen days after a notice in writing stating and demanding
payment of such part of the amount in respect of which the lien exists as is presently
payable, has been given to the registered holder (or, in case of joint holders, any
registered holder) for the time being of the share or the person entitled thereto by
reason of his death or insolvency.
Giving Effect to Sale
28. To give effect to any such sale, the Board may authorise some person to transfer the shares
sold to the purchaser thereof.
29. The purchaser shall be registered as the holder of the shares comprised in any such
transfer.
30. The purchaser shall not be bound to see to the application of the purchase money, nor shall
his title to the shares be affected by any irregularity or invalidity in the proceedings in
reference to the sale.
Proceeds of Sale
31. The proceeds of the sale shall be received by the Company and applied in payment of such
part of the amount in respect of which the lien exists as is presently payable.
32. The residue, if any, shall, subject to a like lien for sums not presently payable as existed
upon the shares before the sale, be paid to the person entitled to the shares at the date of
the sale.
CALLS ON SHARES
Board may make Calls
33. The Board may, from time to time, make calls upon the Shareholders in respect of any
monies unpaid on their shares (whether on account of the nominal value of the shares or by
way of premium) and not by the conditions of allotment thereof made payable at fixed
times;
Provided that any call shall be of such amount and be payable at such time as the Board
may determine.
34. Each Shareholder shall, subject to receiving at least fourteen days’ notice specifying the
time or times and place of payment, pay to the Company, at the time or times and place so
specified, the amount called on his shares.
35. A call may be revoked or postponed at the discretion of the Board.
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Calls when made
36. A call shall be deemed to have been made at the time when the resolution of the Board
authorising the call was passed and may be required to be paid by installments.
Joint Holders
37. The joint holders of a share shall be jointly and severally liable to pay all calls in respect
thereof.
Interest
38. If a sum called in respect of a share is not paid before or on the day appointed for payment
thereof, the person from whom the sum is due shall pay interest thereon from the day
appointed for payment thereof to the time of actual payment at such rate, if any, as the
Board may determine.
39. The Board shall be at liberty to waive payment of any such interest wholly or in part.
Sum payable under terms of Issue deemed to be Call
40. Any sum which by the terms of issue of a share becomes payable on allotment or at any
fixed date, whether on account of the nominal value of the share or by way of premium,
shall, for the purposes of these Articles, be deemed to be a call duly made and payable on
the date on which by the terms of issue such sum becomes payable.
41. In case of non-payment of such sum, all the relevant provisions of these Articles as to
payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had
become payable by virtue of a call duly made and notified.
Payment in Advance
42. The Board:-
a) may, if it thinks fit, receive from any Shareholder willing to advance the same, all or
any part of the monies uncalled and unpaid upon any shares held by him beyond the
sums actually called for; and
b) upon all or any of the monies so, advanced may (until the same would, but for such
advance, become presently payable) pay interest (if any) at such rate not exceeding,
unless the company in general meeting shall otherwise direct, twelve percent per
annum as may be agreed upon between the Board and the Shareholder paying the
sum in advance.
43. The payment of money in advance of calls shall not confer a right to participate in profits or
dividend or entitle such member any voting rights in respect of the moneys so paid until the
same would but for such payment, become presently payable.
44. The Board may at any time repay the amount so advanced.
45. The provisions of these Articles shall mutatis mutandis apply to the calls on debentures of
the Company.
All calls to be paid
46. No Shareholder shall be entitled to receive any dividend or exercise any privilege as a
Shareholder until he shall have paid all calls for the time being due and payable on every
share held by him, whether alone or jointly with any person, together with interest and
expenses, if any.
LIMITATION ON ACQUIRING/HOLDING SHARES

47. The shareholding in the Exchange shall always be governed by the applicable Laws, Acts,
Rules, Regulations, Guidelines, Notifications and Circulars, if any, issued by SEBI or any
other regulatory authority from time to time.
48. The Board shall be entitled to take such steps and do such acts as the Board may consider
appropriate to ensure compliance with the provisions of Article 47.
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TRANSFER OF SHARES
Transfer of Shares in Physical Form
49. The instrument of transfer of any share in the Company shall be executed by or on behalf of
both the transferor and transferee.
50. The transferor shall be deemed to remain a holder of the share until the name of the
transferee is entered in the register of members in respect thereof.
51. The instrument of transfer shall after registration be retained by the Company and shall
remain in its custody. All the instruments of transfer which the Board may decline to register
shall on demand be returned to the person depositing the same unless the Board otherwise
determines. The Directors may cause to be destroyed all transfer deeds lying with the
Company after such period as they may determine.
52. The Board may, subject to the right of appeal conferred by the act, decline to register:-
a) the transfer of a share, not being a fully paid share, to a person of whom they do not
approve; or
b) any transfer of shares on which the company has a lien.
53. The Board may also decline to recognise any instrument of transfer unless:-
a) the instrument of transfer is in the form as prescribed in the Act.
b) the instrument of transfer is accompanied by the certificate of the shares to which it
relates, and such other evidence as the Board may reasonably require to show the
right of the transferor to make the transfer; and
c) the instrument of transfer is in respect of only one class of shares.
54. No fee shall be charged for registration of transfer, transmission, probate, succession
certificate, letters of administration, certificate of death or marriage, power of attorney or
other similar document.
Dematerialisation of Securities
55. All or any of the Company’s shares and/or other securities may be dematerialized in
accordance with the provisions of the Depositories Act, 1996 and the Rules and Regulations
made thereunder. In such case, notwithstanding anything contained elsewhere in these
Articles, the provisions of the Depositories Act, 1996 and the Rules and Regulations made
thereunder shall apply to the dematerialized shares (including the issue, dematerialization,
transfer, transmission and re-materialisation of the dematerialized shares) and the
provisions of these Articles shall be construed accordingly.
General Provisions for Transfer
56. Subject to the provisions of the Act, these Articles and other applicable provisions of the Act
or any other law for the time being in force, the Board may refuse whether in pursuance of
any power of the Company under these Articles or otherwise to Register the Transfer of, or
the transmission by operation of law of the right to, any shares or interest of a Member in or
debentures of the Company.
The Company shall within one month from the date on which the instrument of transfer, or
the intimation of such transmission, as the case may be, was delivered to Company, send
notice of the refusal to the transferee and the transferor or to the person giving intimation
of such transmission; as the case may be, giving reasons for such refusal.
Provided that the registration of a transfer shall not be refused on the ground of the
transferor being either alone or jointly with any other person or persons indebted to the
Company on any account whatsoever, except when the Company has a lien on the shares.
57. Subject to the provisions of the Act, the registration of transfers may be suspended at such
times and for such periods as the Board may from time to time determine:
Provided that such registration shall not be suspended for more than thirty days at any one
time or for more than forty-five days in the aggregate in any year.
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58. a) Notwithstanding anything to the contrary contained in these Articles, the provisions of the
SECC Regulations or any modification thereto, as the case may be, shall apply in respect
of issue, acquisition and holding of equity shares of the Company.
b) As provided in the foregoing Articles and without prejudice to the provisions of Articles
56, a member shall be at liberty to transfer the share:-
Provided however that the Board of Directors may refuse the transfer if in its opinion:–
i) the transfer is being made otherwise than in accordance with relevant SEBI
circulars and directives beside the provisions of the SECC Regulations or any
modification thereto, as the case may be; or
ii) the transfer, if made, will not be in the interest of the Company.
TRANSMISSION OF SHARES
59. On the death of a Shareholder, the survivor or survivors where the Shareholder was a joint
holder, and his nominee or nominees or legal representatives where he was a sole holder,
shall be the only persons recognised by the Company as having any title to his interest in
the shares.
60. Nothing in Article 59 shall release the estate of a deceased joint holder from any liability in
respect of any share which had been jointly held by him with other persons.
61. Any person becoming entitled to a share in consequence of the death or insolvency of a
Shareholder may, upon such evidence being produced as may from time to time properly be
required by the Board and subject as hereinafter provided, elect, either:
a) to be registered himself as holder of the share; or
b) to make such transfer of the share as the deceased or insolvent Shareholder could have
made.
62. The Board shall, in either case, have the same right to decline or suspend registration as it
would have had, if the deceased or insolvent Shareholder had transferred the share before
his death or insolvency.
63. If the person so becoming entitled shall elect to be registered as holder of the share himself,
he shall deliver or send to the Company a notice in writing signed by him stating that he so
elects.
64. If the person aforesaid shall elect to transfer the share, he shall testify his election by
executing a transfer of the share.
65. All the limitations, restrictions and provisions of these Articles relating to the right to
transfer and the registration of transfers of shares shall be applicable to any such notice or
transfer as aforesaid as if the death or insolvency of the Shareholder had not occurred and
the notice or transfer were a transfer signed by that Shareholder.
66. A person becoming entitled to a share by reason of the death or insolvency of the holder
shall be entitled to the same dividends and other advantages to which he would be entitled
if he were the registered holder of the share, except that he shall not, before being
registered as a Shareholder in respect of the share, be entitled in respect of it to exercise
any right conferred by shareholding in relation to meetings of the Company:
Provided that the Board may, at any time, give notice requiring any such person to elect
either to be registered himself or to transfer the share, and if the notice is not complied with
within ninety days, the Board may thereafter withhold payment of all dividends, bonuses or
other monies payable in respect of the share, until the requirements of the notice have been
complied with.
67. The provisions of Articles 59 to 66 are without prejudice to, and in addition to, the
provisions of the Act.
FORFEITURE OF SHARES
Notice of Payment
68. If a Shareholder fails to pay any call, or installment of a call, on the day appointed for
payment thereof, the Board may, at any time thereafter during such time as any part of the
9
call or installment remains unpaid, serve a notice on him requiring payment of so much of
the call or installment as is unpaid, together with any interest which may have accrued.
Contents of the Notice
69. The notice aforesaid shall:-
a) name a further day (not being earlier than the expiry of fourteen days from the date
of service of the notice) on or before which the payment required by the notice is to
be made; and
b) state that, in the event of non-payment on or before the day so named, the shares in
respect of which the call was made will be liable to be forfeited.
Forfeiture
70. If the requirements of any such notice as aforesaid are not complied with, any share in
respect of which the notice has been given may, at any time thereafter, before the payment
required by the notice has been made, be forfeited by a resolution of the Board to that
effect.
Sale or Disposal of Forfeited Shares
71. A forfeited share may be sold or otherwise disposed of on such terms and in such manner as
the Board thinks fit.
72. At any time before a sale or disposal as aforesaid, the Board may cancel the forfeiture on
such terms as it thinks fit.
Consequence of Forfeiture
73. A person whose shares have been forfeited shall cease to be a Shareholder in respect of the
forfeited shares, but shall, notwithstanding the forfeiture, remain liable to pay to the
Company all moneys which, at the date of forfeiture, were presently payable by him to the
Company in respect of the shares.
74. The liability of such person shall cease if and when the Company shall have received
payment in full of all such moneys in respect of the shares.
Declaration
75. A duly verified declaration in writing that the declarant is a Director, the manager or the
Secretary, and that a share in the Company has been duly forfeited on a date stated in the
declaration, shall be conclusive evidence of the facts therein stated as against all persons
claiming to be entitled to the share.
76. The Company may receive the consideration, if any, given for the share on any sale or
disposal thereof and may execute a transfer of the share in favour of the person to whom
the share is sold or disposed of.
77. The transferee shall thereupon be registered as the holder of the share.
78. The transferee shall not be bound to see to the application of the purchase money, if any,
nor shall his title to the share be affected by any irregularity or invalidity in the proceedings
in reference to the forfeiture, sale or disposal of the share.
Application of provisions
79. The provisions of these Articles as to forfeiture shall apply in the case of non-payment of
any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether
on account of the nominal value of the share or by way of premium, as if the same had been
payable by virtue of a call duly made and notified.
SHARE WARRANTS
Issue of Warrants
80. The Company may issue share warrants subject to, and in accordance with, the provisions
of the Act; and accordingly the Board may in its discretion, with respect to any share which
is fully paid up, on application in writing signed by the person registered as holder of the
share, and authenticated by such evidence (if any) as the Board may, from time to time,
require as to the identity of the person signing the application, and on receiving the
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certificate (if any) of the share, and the amount of the stamp duty on the warrant and such
fee as the Board may from time to time require, issue a share warrant.
Deposit of Warrants
81. The bearer of a share warrant may at any time deposit the warrant at the office of the
Company, and so long as the warrant remains so deposited, the depositor shall have the
same right of signing a requisition for calling a meeting of the Company, and of attending,
and voting and exercising the other privileges of a Shareholder at any meeting held after the
expiry of two clear days from the time of deposit, as if his name were inserted in the
register of members as the holder of the shares included in the deposited warrant.
82. Not more than one person shall be recognised as depositor of the share warrant.
83. The Company shall, on two days’ written notice, return the deposited share warrant to the
depositor.
Bearer of Warrants
84. Subject as herein otherwise expressly provided, no person shall, as bearer of a share
warrant, sign a requisition for calling a meeting of the Company, or attend, or vote or
exercise any other privilege of a Shareholder at a meeting of the Company, or be entitled to
receive any notices from the Company.
85. The bearer of a share warrant shall be entitled in all other respects to the same privileges
and advantages as if he were named in the register of members as the holder of the shares
included in the warrant, and he shall be a member of the Company.
Board to make Rules
86. The Board may, from time to time, make rules as to the terms on which (if it shall think fit)
a new share warrant or coupon may be issued by way of renewal in case of defacement, loss
or destruction.
ALTERATION OF CAPITAL
Increase in Capital
87. The Company may, from time to time, by ordinary resolution increase the share capital by
such sum, to be divided into shares of such amount, as may be specified in the resolution.
Consolidation, Sub-division and Cancellation
88. The Company may, by ordinary resolution:-
a) consolidate and divide all or any of its share capital into shares of larger amount than
its existing shares;
b) convert all or any of its fully paid-up shares into stock, and reconvert that stock into
fully paid-up shares of any denomination;
c) sub-divide its existing shares or any of them into shares of smaller amount than is
fixed by the memorandum;
d) cancel any shares which, at the date of the passing of the resolution, have not been
taken or agreed to be taken by any person.
Where shares are converted into stock,-
a) the holders of stock may transfer the same or any part thereof in the same manner
as, and subject to the same regulations under which, the shares from which the stock
arose might before the conversion have been transferred, or as near thereto as
circumstances admit:
Provided that the Board may, from time to time, fix the minimum amount of stock
transferable, so, however, that such minimum shall not exceed the nominal amount of
the shares from which the stock arose.
b) The holders of stock shall, according to the amount of stock held by them, have the
same rights, privileges and advantages as regards dividend, voting at meeting of the
company, and other matters, as if they held the shares from which the stock arose;
but no such privilege or advantage (except participation in the dividends and profits of
the Company and in the assets on winding up) shall be conferred by an amount of
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stock which would not, if existing in shares, have conferred that privilege or
advantage.
c) Such of the Articles of the company as are applicable to paid-up shares shall apply to
stock and the words “share” and “shareholder” in these Articles shall include “stock”
and “stockholder” respectively.
Reduction
89. The Company may, by special resolution, reduce in any manner and with, and subject to,
any incident authorised and consent required by law:
a) its share capital;
b) any capital redemption reserve account; or
c) any securities premium account.
GENERAL MEETINGS
Annual General Meetings
90. Subject to the relevant provisions contained in the Act, as far as applicable, the Company
shall in each year hold, in addition to any other meetings, a general meeting as its annual
general meeting, and shall specify, the meeting as such in the Notice calling it; and not
more than fifteen months shall elapse between the date of one annual general meeting of
the Company and that of the next.
Provided that if the Registrar for any special reason, extends the time within which any
annual general meeting shall be held, then such annual general meeting may be held within
such extended period.
Extraordinary General Meeting
91. All general meetings other than annual general meetings shall be called extraordinary
general meetings.
Calling of an Extraordinary General Meeting
92. a) The Board may whenever it thinks fit, call an Extraordinary General Meeting.
b) The Board may upon a requisition in writing by any member or members holding in the
aggregate not less than one – tenth of such of the paid-up capital as at that date carries
the right of voting in regard to the matter in respect of which the requisition has been
made call an Extra Ordinary general meeting within such period as may be prescribed
under the Act
PROCEEDINGS AT GENERAL MEETINGS

Quorum
93. No business shall be transacted at any general meeting unless a quorum of Shareholders is
present at the time when the meeting proceeds to business.
94. The quorum for a general meeting of the Company shall be as provided in the Act or any
other Act or Regulation as may be applicable.
No Quorum – Adjournment of Meeting
95. If within thirty minutes from the time appointed for the meeting, the quorum required be
not present, the meeting, if convened upon a requisition of Shareholders, shall stand
dissolved and in any other case, it shall stand adjourned to the same time and place on the
same day in the next week or to such other day and at such other time and place as the
Board may determine. If, at such adjourned meeting, no such quorum be present within
thirty minutes of the time appointed for the meeting, the Shareholders present shall
constitute the quorum and may transact the business for which the meeting was called.
Chairman to Preside
96. The Directors may elect their Chairman and determine the period for which he is to hold
office. The Chairman shall preside as chairman at every general meeting of the Company.
All meetings of the Board shall be presided over by such Chairman if present, but if at any
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meetings of Directors the Chairman be not present, at the time appointed for holding the
same, then and in that case the Directors shall choose one of the Public Interest Directors
then present to preside at the meeting.
Absence of Chairman
97. If there is no Chairman, or if he is not present within fifteen minutes after the time
appointed for holding the meeting, or is unwilling to act as chairman of the meeting, the
Directors present shall elect one of their member to be chairman of the meeting.
Absence of Directors
98. If at any meeting no Director is willing to act as chairman or if no Director is present within
fifteen minutes after the time appointed for holding the meeting, the Shareholders present
shall choose one of their member to be chairman of the meeting.
Adjournment of Meeting
99. The chairman may, with the consent of any meeting at which a quorum is present, and
shall, if so directed by the meeting, adjourn the meeting from time to time and from place
to place.
100. No business shall be transacted at any adjourned meeting other than the business left
unfinished at the meeting from which the adjournment took place.
101. When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall
be given as in the case of an original meeting.
102. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the
business to be transacted at an adjourned meeting.
Chairman to have Casting Vote
103. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of
the meeting at which the show of hands takes place, or at which the poll is demanded, shall
be entitled to a second or casting vote.
Business pending a Poll
104. Any business other than that upon which a poll has been demanded may be proceeded with,
pending the taking of the poll.
Not to Alter Board Resolution
105. It shall not be competent to the Company in general meeting to add to, alter, vary or
rescind any resolution passed by (a) the Board under the powers or authority conferred
upon it by the provisions of these Articles or any Rule or Bye-law of the Company for the
time being in force or (b) the Board of BSE.
Who May be Present at Meetings
106. Shareholders, Directors, auditors of the Company, and the Secretary shall be entitled, and
any other person may, with the permission of the Chairman and/or Managing Director, be
allowed to, be present at a general meeting of the Company. A Shareholder before taking
his seat shall sign his name in the book provided for the purpose.
Decision of Majority
107. Every question submitted to a general meeting shall be decided by a majority of the votes
cast at the meeting (whether by a show of hands or on a poll, as the case may be) unless a
specified majority is required by any law or under these Articles or under any Rule or Bye-
law of the Exchange for the time being in force, provided that if a fraction appears when so
determining the specified majority, it shall be omitted.
VOTES OF SHAREHOLDERS
Voting Rights of Shareholders
108. The voting rights of all categories of Shareholders of the Exchange shall be governed by the
provisions of applicable Laws, Acts, Rules, Regulations, Guidelines and Circulars, if any,
issued by SEBI or any other regulatory authority from time to time, in this regard.
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109. Subject to any rights or restrictions for the time being attached to any class or classes of
shares and subject to Article 108:-
a) on a show of hands, every Shareholder present in person shall have one vote; and
b) on a poll, the voting rights of Shareholders shall be in proportion to his share in the
paidup equity share capital of the Company.
109 A) A member may exercise his vote at a meeting by electronic means in accordance with the
provisions of the Act and shall vote only once.
109 B) A member may exercise his vote through postal ballot or by any other mode as may be
prescribed by the Act.
Voting by Joint Holders
110. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or
by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this
purpose, seniority shall be determined by the order in which the names stand in the register
of members.
Shareholder of Unsound Mind
111. A Shareholder of unsound mind, or in respect of whom an order has been made by any
Court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by
his committee or other legal guardian, and any such committee or guardian may, on a poll,
vote by proxy.
111A. Any business other than that upon which a poll has been demanded may be proceeded
with, pending the taking of the poll.
Calls Payable
112. No Shareholder shall be entitled to vote at any general meeting unless all calls or other
sums presently payable by him in respect of shares in the Company have been paid.
Objection to Qualification
113. No objection shall be raised to the qualification of any voter except at the meeting or
adjourned meeting at which the vote objected to is given or tendered, and every vote not
disallowed at such meeting shall be valid for all purposes.
114. Any such objection made in due time shall be referred to the chairman of the meeting,
whose decision shall be final and conclusive.
Proxy
115. The instrument appointing a proxy and the power of attorney or other authority, if any,
under which it is signed or a notarized copy of that power or authority, shall be deposited at
the registered office of the Company not less than 48 hours before the time for holding the
meeting or adjourned meeting at which the person named in the instrument proposes to
vote, or in the case of a poll, not less than 24 hours before the time appointed for the taking
of the poll; and in default the instrument of proxy shall not be treated as valid.
Form of Proxy
116. An instrument appointing a proxy shall be in the form as prescribed under the provisions of
the Act, or a form as near thereto as circumstances admit.
Instrument of Proxy
117. A vote given in accordance with the terms of an instrument of proxy shall be valid,
notwithstanding the previous death or insanity of the principal or the revocation of the proxy
or of the authority under which the proxy was executed, or the transfer of the shares in
respect of which the proxy is given:
Provided that no intimation in writing of such death, insanity, revocation or transfer shall
have been received by the Company at its office before the commencement of the meeting
or adjourned meeting at which the proxy is used.
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BOARD OF DIRECTORS
118. Unless otherwise determined by a General Meeting of the members of the Company, the
Board shall comprise of not less than three Directors and not more than fifteen Directors
including the Public Interest Directors, Shareholder Directors (including employee Directors)
and the Managing Director and the number of Directors may be increased in such manner as
may be prescribed in the Act.
First Directors
119. The following persons, each of whom is a member of the Board of BSE on the date of
incorporation of the Company, shall be the first Directors of the Company and shall hold
such office as first directors till the Due Date unless they cease to be Directors prior to the
Due Date under any other provision of these Articles or the Act:
a) Mr. Rajnikant Patel;
b) Mr. Balkishan M. Mohta;
c) Mr. Siddharth Shah;
d) Mr. Prakash Kacholia;
e) Mr. S. Jambunathan;
f) Mr. P. K. Banerji;
g) Mr. P. P. Vora;
h) Mr. Jitesh Khosla;
i) Mr. Jagdish Capoor;
j) Mr. Vijay Mukhi;
k) Mr. Pradip Shah and
l) Prof. N. Ravichandran.
120. Mr. Rajnikant Patel, being the Executive Director and Chief Executive Officer of BSE on the
date of incorporation of the Company, shall be the first Managing Director of the Company.
121. The following First Director viz. Mr. Siddharth Shah, Mr. Prakash Kacholia and Balkishan
Mohta, being elected directors of BSE on the date of incorporation of the Company, shall be
the first Directors and shall be considered as Trading Member Directors.
First Chairman of the Company
122. Mr. S. Jambunathan, being the chairman of BSE on the date of incorporation of the
Company, shall be the first Chairman of the Company and shall hold such office until the
Due Date.
Composition of the Board
123. The Board of the Company shall include:
a) Managing Director;
b) Shareholder Directors;
c) Public Interest Directors.
124. The Company shall have a Managing Director (by whatever name called including, without
limitation, Chief Executive Officer).
125. The Managing Director shall be an ex-officio Director on the Board and shall not be included
in either the category of Public Interest Directors or Shareholder Directors.
126. The Managing Director may be appointed by the Board with the prior approval of SEBI and
shall not be liable to retire by rotation. Subject to the other provisions of these Articles, all
the other Directors except Public Interest Directors shall be elected in general meeting in
accordance with the provisions of these Articles and shall be liable to retire by rotation in
accordance with the provisions of the Act.
127. The Company may also have one or more whole-time directors (by whatever names called
including, without limitation, a Chief Operating Officer).
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128. Further, the employee of the Company appointed on the Board in addition to the Managing
Director, and such Director shall be deemed to be a Shareholder Director.
129. The number of Public Interest Directors shall not be less than the number of Shareholder
Directors on the Board of the Company.
130. No trading member or clearing member or their associates and agents, shall be on the
Board of the Company.
131. No foreign institutional investor shall have any representation in the Board of the Company.
132. The Board shall appoint a Chairman in accordance with the provisions of these Articles.
133. SEBI may nominate directors on the Board as and when deemed fit.
134. Directors are not required to hold any qualifications shares.
135. The composition of the Board of Directors shall always be governed by the applicable Laws,
Acts, Rules, Regulations, Guidelines, Notifications and Circulars, if any, issued by SEBI or
any other regulatory authority from time to time.
Managing Director Qualifications
136. The Managing Director of the Company shall be a person:
a) who has knowledge of the functioning of stock exchanges or the capital market;
b) who shall not:
i) be a shareholder or an associate of a shareholder of a recognized stock
exchange or shareholder of an associate of a recognized stock exchange
ii) be a trading member or a clearing member or his associate and agent, or
shareholder of a trading member or clearing member or shareholder of an
associate and agent of a trading member or a clearing member;
iii) hold any position concurrently in the subsidiary of a recognized stock exchange
or in any other entity associated with a recognized stock exchange.
Provided that the Managing Director of the Company may be appointed on the Board,
but not as managing director of the subsidiary of the Company.
c) who is an ex-officio director on the Board and shall not be included in either category
of public interest directors or shareholder directors.
d) whose appointment, as Managing Director, is in accordance with the guidelines issued
by SEBI from time to time and whose appointment has been approved by SEBI prior
to such appointment.
e) who, prior to his appointment as Managing Director, files a written undertaking with
the Company that, if appointed, he shall, during his tenure as Managing Director,
not:-
i) be a shareholder or an associate of a shareholder of a recognized stock
exchange or shareholder of an associate of a recognized stock exchange; or
ii) be a trading member or a clearing member including a stock broker or a sub-
broker or otherwise directly or indirectly engaged in the business of dealing in
securities or in any other business, profession, occupation or calling, or an
associate and agent of a trading member, or shareholder of a trading member
or clearing member or shareholder of an associate and agent of a trading
member or a clearing member; or
iii) hold the position of Managing Director concurrently in the subsidiary of a
recognized stock exchange or in any other entity associated with a recognized
stock exchange; or
iv) be interested in a firm or a corporate entity carrying on the business of trading
in securities in the capacity of shareholder, director or employee or in any other
capacity whatsoever.
Provided that the Managing Director may purchase, sell or otherwise deal in securities
on his own account, through a stock broker or otherwise, in accordance with such
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restrictions and in such manner as may be provided in the Rules, Bye-laws and
Regulations of the Company or as may be specified by the Board or SEBI;
137. Appointment, Tenure and Removal of Managing Director
a) The appointment, renewal of appointment and termination of service of the Managing
Director shall be subject to prior approval of SEBI. Provided that the terms and
conditions of appointment of the Managing Director shall be approved by the Company
in general meeting as required by, and in accordance with the provisions of the Act.
b) Subject to the provisions of the Act, the Managing Director shall be appointed for a
term not less than three years and not exceeding five years.
c) Without prejudice to the other provisions of these Articles, selection of the Managing
Director shall be made independently by a Selection Committee constituted by the
Board.
d) The Board shall prescribe the professional qualifications, experience, age limit,
remuneration and terms and conditions of service for the post of the Managing
Director and such other norms and procedures as it may consider appropriate for
selection of the Managing Director. The recommendations of the Selection Committee
for appointment of a person as the Managing Director of the Company shall be
forwarded, in order of preference, to the Board and the Board shall in turn forward its
recommendations (which shall be from among those persons as are recommended by
the Selection Committee) to SEBI for prior approval of SEBI not later than thirty
calendar days from the date of submission of the recommendation by the Selection
Committee to the Board.
e) Subject to the provisions of the Act, the Board shall have the right to, at any time,
with the prior approval of SEBI, remove or terminate the employment of, the
Managing Director and thereupon the concerned person shall cease to be a Director.
WHOLE TIME DIRECTOR

Qualifications:
138. A whole-time director shall be a person:
a) who has knowledge of the functioning of stock exchanges or the capital market; and
b) who, prior to his appointment as whole-time director, files a written undertaking with
the Company that, if appointed, he shall, during his tenure as whole-time director ,
not be:-
i) a shareholder or an associate of a shareholder of a recognized stock exchange
or shareholder of an associate of a recognized stock exchange; or
ii) a trading member or a clearing member including a stock broker or a sub-
broker or otherwise directly or indirectly engaged in the business of dealing in
securities or in any other business, profession, occupation or calling, or an
associate and agent of a trading member, or shareholder of a trading member
or clearing member or shareholder of an associate and agent of a trading
member or a clearing member; or
iii) interested in a firm or a corporate entity carrying on the business of trading in
securities in the capacity of shareholder, director or employee or in any other
capacity whatsoever.
Provided that the whole-time director may purchase, sell or otherwise deal in
securities on his own account, through a stock broker or otherwise, in accordance with
such restrictions and in such manner as may be provided in the Rules, Bye-laws and
Regulations of the Company or as may be specified by the Board or SEBI.
Appointment, Tenure and Removal of Whole Time Director:
139. a) The Board of Directors may, subject to the prior approval of SEBI, appoint a
Director, who is not a Public Interest Director, as a whole-time director. Provided
that the terms and conditions of appointment of the whole-time director shall be
17
approved by the Company in general meeting as required by, and in accordance
with the provisions of, the Act.
b) An employee of an Exchange may, subject to prior approval of SEBI, be
appointed on the Board in addition to the managing director, and such director
shall be deemed to be a shareholder director.
c) Subject to the provisions of the Act, a whole-time director shall be appointed for
a term not exceeding five years.
d) Subject to the provisions of the Act, the Board may at any time remove the
whole-time director and thereupon the concerned person shall cease to be a
Director.
SHAREHOLDER DIRECTORS
Definition
140. “Shareholder Directors” means a Director who represents the interest of shareholders,
and elected or nominated by such shareholders who are not trading members or clearing
members or their associates and agents.
Eligibility and Appointment
141. A Shareholder Director shall be a person:
a) whose appointment, as Shareholder Director, is in accordance with the
guidelines/circulars/ notifications issued by SEBI from time to time and whose
appointment has been approved by SEBI prior to such appointment.
b) who, prior to his appointment as director, files a written undertaking with the
Company that, if appointed, he shall, during his tenure as director of the Company:-
i) not be a Trading Member or an associate and agent of a Trading Member; or
ii) purchase, sell or otherwise deal in securities only in accordance with such
restrictions and in such manner as may be provided in the Rules, Bye-laws and
Regulations of the Company or as may be specified by the Board and / or SEBI
from time to time.
142. Any employee of the Exchange may be appointed on the Board of the exchange in addition
to the managing director, and such director shall be deemed to be a shareholder director.
PUBLIC INTEREST DIRECTORS

Definition
143. “Public Interest Directors” means an independent director, representing the interest of
investors in securities market and who is not having any association, directly or indirectly,
which in the opinion of SEBI, is in conflict with his role.
Eligibility and Appointment:
144. A Public Interest Director shall be a person:
who has been nominated by SEBI
who prior to his appointment as director, files a written undertaking with the Company that
if appointed he shall, during his tenure as director of the Company:-
a) not be a trading member or clearing member or associate or agent;
b) purchase, sell or otherwise deal in securities only in accordance with such restrictions
and in such manner as may be provided in the Rules, Bye-laws and Regulations of the
Company or as may be specified by the Board and / or SEBI from time to time; or
c) not act as a Public Interest Director on any stock exchange other than the Company.
Tenure of Public Interest Director:
145. A Public Interest Director shall be nominated for a fixed term of three years, or for such
extended period, as may be approved by the SEBI and shall not be eligible for retirement by
rotation.
146. A public interest director may be renominated after a cooling-off period of one year or such
period as may be deemed fit by SEBI in the interest of securities market.
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Qualifications:
147. No person shall be eligible to be elected as, or continue to occupy the office of, Director: In
case of any Director, if:-
a) Unsound Mind
He is found to be a lunatic or becomes unsound of mind, or incapable of efficient attention to
business, or
b) Absence
He absents himself from all the meetings of the Board for a continuous period of three
months without leave of absence from the Board, (in which case he shall cease to occupy
the office of Director then occupied by him but shall not be ineligible to be subsequently
elected as a Director), or
c) Death
d) Criminal Prosecution
He is convicted of a criminal offence and sentenced to imprisonment, or
e) Resignation
He by notice in writing to the Board resigns his office. (in which case he shall cease to
occupy the office of Director then occupied by him but shall not be ineligible to be
subsequently elected as a Director), or
f) Fit and Proper Person
He is not a “fit and proper person” as per the norms formulated by SEBI/ Board
from time to time in this behalf.
Appointment and Continuance subject to Articles, Rules, Bye-laws and Regulations and
Act
148. No person shall be or continue as a director of the Company unless he or she is entitled to be
appointed or elected or to continue as such director under the applicable Laws, Acts, Rules,
Regulations, Guidelines, Notifications and Circulars, if any, issued by SEBI or any other
regulatory authority from time to time and these Articles, the Rules, Bye-laws and
Regulations of the Exchange.
Chairman
149. The Chairman shall be elected by the Board from amongst the Public Interest Director,
subject to the prior approval of SEBI.
150. The Chairman shall cease to be the Chairman upon ceasing to be a Director.
VACANCIES IN THE BOARD

Alternate Directors
151. The Board of Directors may appoint an alternate Director, who is not holding any alternate
directorship for any other director in the company, subject to the prior approval of SEBI, to
act for a Director (hereinafter in this Article called “the Original Director”) at his
suggestion or otherwise, during his absence for a period of not less than 3 months from
India. Provided that such Alternate Director shall fulfill the qualifications, if any, required to
be fulfilled by the Original Director under these Articles save and except that the alternate
Director shall not be required to be elected by the Company in General Meeting.
Provided that if the term of office of the original director is determined before he so returns
to India, the provision for automatic re-appointment of retiring directors in default of
another appointment shall apply to the original and not to the alternate director.
Casual Vacancies
152. In the event that the position of Director falls vacant for any reason prior to the expiry of
the term of such Director, then in such event, the Board shall, subject to the prior approval
of SEBI, be entitled to appoint any person as a Director pursuant to the provisions of the
Act, provided such person fulfills the qualifications, if any, required to be fulfilled by the
erstwhile Director in whose casual vacancy such person is proposed to be appointed, save
and except that the Director so appointed shall not be required to be elected by the
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Company in general meeting. The Director appointed to fill a casual vacancy shall hold such
office only up to the date up to which the director in whose place he is appointed would
have held office if it had not been vacated.
Additional Directors
153. Notwithstanding anything contained in the foregoing Articles, the Board shall, subject to the
prior approval of SEBI, have power at any time, and from time to time, to appoint a person
as an additional Director, provided that (i) the number of the Directors and additional
Directors together shall not at any time exceed the maximum strength fixed for the Board
by these Articles and (ii) the number of Public Interest Directors shall not be less than the
number of Shareholder Directors.
154. An additional Director shall hold office only up to the date of the next annual general
meeting of the Company (unless he vacates such office prior thereto under any provision of
these Articles or the Act) but shall be eligible for appointment by the Company as a Director
at that meeting, subject to the provisions of the Act and these Articles.
Absence of Managing Director
155. In the absence of the Managing Director, unless the Board otherwise determines, the Whole
Time Director shall hold charge in place of the Managing Director and shall, subject to the
supervision of the Board, exercise the rights, powers and functions of the Managing
Director. In the absence of the Managing Director and the Whole Time Director, the Board
may designate any senior officer of the Exchange to exercise the rights, powers and
functions of the Managing Director.
Nominee Director
156. The Board may appoint any person as a director nominated by any institution in pursuance
of the provisions of any law for the time being in force or of any agreement or by the
Central Government or the State Government by virtue of its shareholding in a Government
Company.
PROCEEDINGS AND POWERS OF THE BOARD

Proceedings of the Board
157. The Board of Directors may meet for the conduct of business, adjourn and otherwise
regulate its meetings, as it thinks fit.
158. The Chairman or the Managing Director (and, in the absence of the Managing Director, the
wholetime director, and in the absence of the whole-time director, any senior officer of the
Company holding charge as Managing Director) may, and the Secretary on the requisition of
any three Directors shall, at any time, summon a meeting of the Board.
Directors to sign names
159. Every Director present at any meeting of the Board or of a Committee thereof shall sign his
name in a book to be kept for that purpose.
Questions to be decided by majority
160. Save as otherwise expressly provided in the Act, these Articles or the Rules or Bye-laws of
the Exchange, questions arising at any meeting of the Board or any Committee shall be
decided by a majority of votes.
161. In case of an equality of votes, the chairman of the meeting shall have a second or casting
vote.
Consequence of absence of Quorum
162. If a meeting of the Board (“First Meeting”) cannot be held for want of quorum then a fresh
meeting (“Following Meeting”) of the Board shall be called in the manner mentioned in
these Articles. Provided that, notwithstanding the other provisions of these Articles, such
Following Meeting of the Board may be called within 48 hours of the First Meeting. If the
Following Meeting is called with less than seven days notice of the meeting, then no matter
which was not on the agenda of the First Meeting shall be considered or discussed at the
Following Meeting.
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Continuing Directors to Act
163. The continuing Directors may act notwithstanding any vacancy in the Board; but, if and so
long as their number is reduced below the quorum fixed by these Articles for a meeting of
the Board, the continuing Directors or Director may act for the purpose of increasing the
number of Directors to that fixed for the quorum or of summoning a general meeting of the
Company, but for no other purpose.
Chairman of Meeting
164. If at any meeting of the Board, the Chairman is not present within fifteen minutes after the
time appointed for holding the meeting, the Directors present may choose one of their
members to be chairman of the meeting.
Ordinary Meetings
165. The Board shall meet at least four times in a year and not more than one hundred and
twenty days shall intervene between two consecutive meetings or in such manner as may
be prescribed in the Act. .
Notice of Meetings
166. Unless agreed to by all the Directors, save and except as otherwise provided in these
Articles, a minimum of seven days notice of any meeting of the Board shall be provided to
all the Directors.
Urgent and Emergency Meetings
167. In case of urgency, an urgent meeting may be called with less than seven days’ notice and
in case of emergency, one hour’s notice of an emergency meeting shall be deemed sufficient
provided that atleast one Independent Director if any shall be present for such meeting.
Notice of Urgent/Emergency Meetings
168. In the case of an urgent or emergency meeting, the notice shall state the nature of the
urgency or the emergency and the business to be transacted at the meeting and, subject to
Article 169, no other business shall be transacted at such meeting.
Business When Not to be Stated
169. Notwithstanding anything contained in Article 168, when the Chairman or the Managing
Director is of the opinion that the matter is confidential or of a nature not advisable to
disclose, he may direct that the notice calling such a meeting, shall not state the business
and/or the urgency or emergency of such meeting.
Quorum
170. The quorum of the Board shall be two Directors or one-third of the total strength of the
Board (which shall, for the purposes of these Articles, be determined in the manner
mentioned in Article 171 of these Articles), whichever is higher.
At least one public interest director shall be present in the meetings of the Board to
constitute the quorum.
The participation of directors in a meeting of the Board may be either in person or through
video conferencing or other audio visual means, as may be prescribed in the Act, which are
capable of recording and recognizing the participation of the directors and of recording and
storing the proceedings of such meetings along with date and time.
Interested Director Not to be Included in Quorum
171. An interested Director shall not participate at the board meeting at which contract or
arrangement or proposed contract or arrangement in which he is directly or indirectly
interested, as may be specified under the Act and shall not be included while counting the
quorum prescribed under these Articles for dealing with the question in which the Director is
interested. Further any such interested Director shall not be included while determining the
total strength of the Board in connection with dealing with the question in which the Director
is interested.
Voting
172. A Director shall not be entitled to take part in the relevant proceedings and shall not be
entitled to vote:–
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a) Interest
On any question in which he is directly or indirectly interested, the chairman of the
meeting being the final judge whether he is so interested or not (which determination
shall be made by the other members of the Board in case of any interest of the
chairman of the meeting);
Explanation : While considering market situation, and regulatory measures, if any,
emanating therefrom, all Directors shall be required to declare whether or not they are
interested, directly or indirectly, and those Directors who are so interested shall
neither be entitled to participate in the proceedings nor shall they be entitled to vote;
or,
b) Member of Committee
On the final decision in respect of any inquiry or dispute on which a decision has been
given by a Committee of which he has been a member except that no Director shall be
so disqualified by reason of his being or having been a member of a Committee which
has made prior examination or investigation of the subject under consideration for the
purpose of submitting a report; or
c) Absence during Hearings
On the decision in respect of any inquiry or dispute unless he has been present at
every meeting of the Board at which there has been a hearing of the inquiry or
dispute.
Resolution by Circulation
173. No resolution shall be deemed to have been duly passed by the Board or by a committee
thereof by circulation, unless the resolution has been circulated in draft, together with the
necessary papers, if any, to all the directors, or members of the committee, as the case may
be, at their addresses registered with the company in India by hand delivery or by post or
by courier, or through such electronic means as may be prescribed and has been approved
by a majority of directors or committee members, who are entitled to vote on the
resolution.
Adjourned Meeting
174. Any meeting of the Board may be adjourned from time to time and there shall be no
objection to any decision arrived at or any resolution passed at such meeting that all or any
of the Directors present thereat were not present at the former meeting or meetings or that
any of those present at any former meeting or meetings were not present at any adjourned
meeting or meetings.
Proceedings
175. The Board shall, unless otherwise provided, regulate and determine the manner and form in
which its proceedings shall be conducted. Except as otherwise specifically provided in these
Articles, it may, with the consent of the chairman of the meeting, consider and take action
upon any matter at any ordinary or urgent or emergency meeting even though such matter
has not been referred to in the notice of such meeting.
Board Need Not Give Reasons
176. Save as provided in the Rules and Bye-laws of the Exchange, it shall not be necessary for
the Board to give any reasons for or to record in its minutes the reasons or circumstances of
any proceedings or decision and all proceedings and the information obtained in connection
therewith shall be deemed confidential.
Minutes
177. Minutes of the proceedings of the Board shall be maintained by the Secretary under the
authority of the Managing Director and such minutes shall be approved and signed by the
chairman of the same or next meeting.
Such minutes shall be deemed confidential, and shall not be available for inspection by
Shareholders and/or Trading Members of the Company. Unless the Board or the Managing
Director considers it appropriate, and save and except as required by law, SEBI or any court
order, it shall be obligatory on the part of the Directors neither to disclose nor to make
22
available in any form the agenda papers and minutes of the proceedings of the Board to any
Shareholders, or any other person.
Remuneration of Directors
178. The remuneration of the Directors shall be decided by the Board subject to and in
accordance with the applicable laws, acts, rules, regulations, guidelines and circulars, if any,
issued by SEBI or any other regulatory authority from time to time, in this regard.
COMMITTEES
Delegation of Powers
179. The Board shall constitute committees as may be required in terms of the applicable Laws,
Acts, Rules, Regulations, Guidelines and Circulars, if any, issued by SEBI or any other
regulatory authority from time to time, in this regard.
180. The Board may, at its discretion, constitute and delegate such powers which according to
them is necessary and at the same time not restricted to be delegated as per applicable
Laws, Acts, Rules, Regulations, Guidelines, Notifications and Circulars, if any, issued by SEBI
or any other regulatory authority from time to time, in this regard, to Committees consisting
of such persons as it thinks fit.
181. Any Committee so formed shall, in the exercise of the powers so delegated, conform to any
regulations that may be imposed on it by the Board.
182. The Board shall lay down the terms and conditions of functioning of such committees
including its roles and responsibilities, its Chairman, number of Members of such
Committee(s) and such other particulars as it may deem fit in its absolute discretion.
183. All acts done by any meeting of the Board or of a Committee thereof or by any person acting
as a Director or committee member, shall, notwithstanding that it may be afterwards
discovered that there was some defect in the appointment of any one or more of such
Directors or of any person acting as aforesaid, or that they or any of them were disqualified,
be as valid as if every such director or such person had been duly appointed and was
qualified to be a Director or committee member.
Resolutions in Writing
184. Save as otherwise expressly provided in the Act, a resolution in writing, signed by majority
of the members of a Committee of the Board, for the time being entitled to receive notice of
a meeting of the Committee, shall be as valid and effectual as if it had been passed at a
meeting of the Committee, duly convened and held.
Proceedings of Committee
185. The meetings and proceedings of any Committee shall be governed by the provisions of
these Articles for regulating the meetings and proceedings of the Board so far as the same
are applicable thereto and are not superseded by any regulations made by the Board in
relation to such Committee.
Powers of the Board
186. without prejudice to the provisions of the Act, and the provisions of the Rules, Bye-laws and
Regulations, the Board shall have the following powers:-
a) Borrowing Powers
i) Subject to these Articles, the Board may, from time to time, but with such
consent of the Company in general meeting as may be required by the Act,
raise or borrow or secure the repayment of any moneys or sums of moneys for
the purpose of the Company; provided that the moneys to be borrowed by the
Company, apart from temporary loans obtained from the Company’s bankers in
the ordinary course of business, shall not, without the sanction of the Company
at a general meeting , exceed the aggregate of the paid-up capital of the
Company and its free reserves.
Provided that, every resolution passed by the Company or the power to borrow
as stated above shall specify the total amount upto which moneys may be
borrowed by the Board. The Directors may by a resolution at a meeting of the
23
Board delegate the above power to borrow money otherwise than on
debentures to a committee of Directors or the Managing Direector within the
limits prescribed.
ii) Borrowing powers and assignment of debentures
Subject to these presents and the necessary approval of the Company at a
general meeting, the Board may, from time to time, at their discretion, raise or
borrow or secure the repayment of any sum or sums of money for the purpose
of the Company at such time and in such manner and upon such terms and
conditions as it thinks fit, and in particular, by promissory notes, or by opening
overdraft accounts, or by receiving deposits and advances, with or without
security, or by the issue of bonds, perpetual or redeemable, debentures or
debenture stock of the Company charged upon all or any part of the property
of the Company, present and future, including its uncalled capital for the time
being, or by mortgaging or charging or pledging any land, buildings, goods,
property and securities of the Company, or by such other means as may seem
expedient.
iii) Terms of Issue of Debentures
Any debentures, debenture-stock or other securities may be issued at a
discount, premium or otherwise and may be issued on the condition that they
shall be convertible into shares of any denomination and with any privileges
and conditions as to redemption, surrender, drawing, allotment of shares,
attending (but not voting) at the general meeting, appointment of Directors
and otherwise debentures with the right to conversion into or allotment of
shares shall be issued only with the consent of the Company in the general
meeting by a special resolution.
b) Legislative Powers
i) Power to Make Rules, Bye-laws and Regulations
The Board may, from time to time and subject to the provisions of the SCRA and
the rules made thereunder and the Scheme, make, amend, add to or rescind any
Rule or Rules and/or Bye-law or Bye-laws and/or Regulation or Regulations.
Provided that these Articles shall be amended in the manner specified in this
behalf in the Act.
ii) Amendments to Regulations
Any amendments, additions or alterations to any Regulation made by the Board in
pursuance of the powers conferred by the Rules and Bye-laws to which such
regulations relate shall be communicated to SEBI by fax or electronic mail within
twenty four hours. The Board shall forthwith amend, alter or withdraw any such
Regulation, if so desired by SEBI and such Regulation brought into force by
direction of the SEBI shall not be subject to any alteration, addition or amendment
by the Board, but shall be subject to amendment, alteration or addition only by
SEBI.
iii) Suspension of Rules, Bye-laws and Regulations
The Board may, by a resolution supported by a two-thirds majority of the
members present and voting at the meeting, waive or dispense with the strict
enforcement or suspend the operation in part or in whole of any Rule or Rules
and/or Bye-law or Bye-laws and/or Regulation or Regulations and in regard to any
person and/or persons and/or security or securities and/or matter or matters
connected therewith.
Provided that the Board shall not waive or dispense with the strict enforcement or
suspend the operation in part or in whole of any Rule or Rules and/or Bye-law or
Bye-laws continuously for a period exceeding three working days except with the
prior approval of SEBI.
Provided further that when information regarding waiver and/or dispensation
and/or suspension is so conveyed, in writing, as to reach SEBI in the normal
course within twenty four hours of such decision having been taken by the Board,
24
such decision shall remain in force until the time the decision of SEBI is
communicated, in writing, to the Exchange and the decision of SEBI, so
communicated, shall prevail.
c) Other General Powers
i) Delegation of Powers
The Board may, subject to such conditions as it may think fit, delegate such of its
powers, except the power to make, amend, add to and rescind Rules and/or Bye-
laws of the Exchange, as it may from time to time determine, to the Managing
Director, the Whole Time Director, or to a Committee or Committees.
ii) Review
A person affected by a decision of the Managing Director or Whole Time Director or
a Committee acting under the powers delegated by the Board as provided in (i)
above may require a review by the Board within seven days after the decision has
been rendered.
iii) Delegation of Powers in Emergency
Whenever the Board in its discretion is of the opinion that an emergency exists, it
may, delegate all or some of its powers for such period as it may determine to a
Committee appointed out of its own members or to the Managing Director or the
Whole Time Director from whose decision, there shall be no appeal.
iv) Decision of Board Final
In all matters brought under the consideration of the Board, its decision, whether
expressed by a resolution or otherwise, shall be final and binding and shall be
carried out forthwith by every Trading Member concerned and by his designated
partners, Designated Directors / Nominees in the case of a company / body
corporate, approved users, authorised representatives, agents, sub-brokers,
remisiers or any other employees.
187. The Company may exercise the powers conferred by the Act with regard to having an official
seal for use abroad, and such powers shall be vested in the Board.
188. The Company may exercise the powers conferred on it by the Act with regard to the keeping
of a foreign register; and the Board may (subject to the provisions of the Act) make and
vary such regulations as it may think fit respecting the keeping of any such register.
189. All cheques, promissory notes, drafts, hundis, bills of exchange and other negotiable
instruments, and all receipts for moneys paid to the Company, shall be signed, drawn,
accepted, endorsed, or otherwise executed, as the case may be, by such person and in such
manner as the Board shall from time to time by resolution determine.
POWERS OF THE MEMBERS OF THE BOARD

Chairman
190. Chairman to Preside
Save as otherwise provided in these Articles, the Chairman shall preside at any meeting of
the Company, the Board or any Committee of which he is a member.
191. Ex-Officio Member of Committees
The Chairman shall be ex-officio member of every Committee, other than Standing
Committees (as defined in the Rules) and Committees specified by the Board.
Managing Director
192. Subject to the overall management of the affairs of the Company being vested in the Board,
the Managing Director shall have the following powers:
a) Day-to-Day Administration and Executive Powers
The Managing Director shall be vested with the executive powers of the Company to
run the day-to-day administration including all managerial, operational and incidental
matters and to enforce the Rules, Bye-laws and Regulations of the Company in force
from time to time and the directives, orders, guidelines, norms and circulars issued by
25
SEBI from time to time and shall exercise such powers in deciding all matters
encompassing the activities of the Company and such further powers which may be
delegated or entrusted to him by the Board and/or SEBI from time to time. Any failure
to enforce the Rules, Bye-laws and Regulations of the Company or directives, orders,
guidelines, norms or circulars issued by SEBI will render the Managing Director liable
for removal or termination of service by SEBI, subject to the Managing Director being
issued a show cause notice and given an opportunity of being heard before such
termination or removal.
b) Delegation of Powers
The Managing Director may delegate his powers, duties and functions by way of
written orders to any one or more of the officers or employees of the Company or any
one or more of the committees of officers or employees of the Company as he may
deem fit. A person affected by a decision of any officer of the Company who has been
delegated the powers under these Rules and/or Bye-laws may require a review by the
Managing Director within seven calendar days after the decision has been rendered.
c) General Operational Powers
In addition to and without prejudice to the generality of the foregoing powers and to
any power or authority impliedly and expressly conferred by any Rules, Bye-laws and
Regulations of the Company for the time being in force or by the Board, the Managing
Director shall exercise and perform, the following powers and duties:
i) being the Managing Director, managing and attending to all correspondence;
ii) being in charge of all the properties and records of the Company;
iii) causing to maintain registers, documents and records as required by the Rules,
Byelaws and Regulations;
iv) making necessary arrangements for receiving monies due to the Company and
also issuing receipts thereof;
v) incurring all revenue and capital expenditure within the budget sanctioned by
the Board;
vi) causing proper accounts to be maintained and delivering of account books or
furnishing information to the statutory / internal auditors appointed for the
purpose of audit of the accounts of the Company;
vii) making and giving releases on behalf of the Company;
viii) investing surplus funds in securities/deposits in accordance with the policy
approved by the Board from time to time;
ix) considering all matters relating to appointment and/or removal of employees,
including suspension and matters relating to terms and conditions of service,
remuneration and benefits of the employees upto one level below the Board
within the overall policy and service rules approved by the Board in that
behalf;
x) taking consequential action pursuant to any SEBI Inspection Report;
xi) calling meetings of the General Body, Board and Committees;
xii) xii) being ex-officio member of any Committee constituted by the Board other
than the Standing Committees;
xiii) signing and issuing all notifications and press releases on behalf of the
Company / Board, as required under the Rules, Bye-laws and Regulations;
xiv) causing to keep the custody of the Seal of the Company with the Secretary and
to affix the same to any documents or instruments in accordance with these
Articles and the Rules, Bye-laws and Regulations;
xv) defending suits and legal proceedings, civil or criminal, against the Company or
Board or any of the members of the Board or Committees or its employees or
otherwise and initiating and intervening in legal proceedings for and on behalf
26
of the Company or Board or any Director or Committee, or its employees or
otherwise and to make, give, sign and execute all documents in that behalf;
xvi) enforcing the directives, orders, guidelines, norms and circulars issued by SEBI
from time to time and the Rules, Bye-laws and Regulations of the Company
and to take disciplinary action in cognisance of offences committed thereunder;
xvii) implementing the recommendations or advice given by the audit committee in
the manner specified in the report;
xviii) representing the Company as its official representative in all public matters;
xix) appointing operational committees comprising of the senior officers of the
Company to bring in increased level of efficiency in the management of affairs
of the Company through the process of interaction, collective wisdom and
commitment; and
xx) Performing such other duties and functions as are incidental and ancillary for
the performance of the above duties and exercising such other powers as may
be delegated to him by the Board or as may be entrusted to him by SEBI.
Internal Auditor
193. The Board shall appoint an Internal Auditor to carry out internal audit of the activities,
operations and accounts of the Company and fix his annual remuneration. The Internal
Auditor so appointed shall examine the adequacy of proper infrastructure, system and
procedures in place to ensure accurate and timely generation of reports through
Management Information System and statement of accounts, besides implementing various
directives, orders, guidelines, norms and circulars issued by SEBI from time to time. The
Internal Auditor shall be independent of the Statutory Auditor and shall have qualifications
as specified in the Act for any auditor.
Code of Conduct for Directors
194. The Directors shall at all times abide by the code of conduct prescribed by SEBI and/or the
Board from time to time.
CHIEF EXECUTIVE OFFICER, MANAGER, COMPANY SECRETARY OR CHIEF FINANCIAL

OFFICER
Appointment
195. Subject to the provisions of the Act:-
a) A Secretary may be appointed by the Board for such term, at such remuneration and
upon such conditions as it may think fit; and any Secretary so appointed may be
removed by means of a resolution of the Board; Provided that the secretary of BSE
immediately prior to the Due Date shall, pursuant to clause 7.5 of the Scheme,
become the Secretary of the Company on the Due Date on and subject to the same
terms and conditions as applicable to his appointment as secretary of BSE;
b) A chief executive officer, manager, or chief financial officer may be appointed by the
Board for such term, at such remuneration and upon such conditions as it may think
fit; and any chief executive officer, manager, or chief financial officer so appointed
may be removed by means of a resolution of the Board;
c) A Director may be appointed as chief executive officer, manager, company secretary
or chief financial officer.
196. A provision of the Act or these Articles requiring or authorising a thing to be done by or to a
Director and chief executive officer, manager, the company secretary or chief financial
officer shall not be satisfied by its being done by or to the same person acting both as
Director and as, or in place of, chief executive officer, manager, company secretary or chief
financial officer.
Secretary to include Deputy and Assistant Secretary
197. For the purpose of these Articles and the Rules, Bye-laws and Regulations of the Exchange,
the term Secretary includes, where the context so admits, a Deputy Secretary and Assistant
Secretary, provided that the powers of a Secretary shall be exercised by a Deputy Secretary
27
or Assistant Secretary only upon being authorized to exercise such powers by the Board, the
Managing Director or the Secretary.
Secretary to be secretary of the Board
198. The Secretary shall be the secretary of the Board and also the secretary of each standing
and other Committee, unless any other officer of the Company is so designated on any
Committee by the Board.
Meetings
199. The Secretary shall send out all notices and agenda papers and attend all meetings of the
Company and of the Board, and, if necessary and provided that the Secretary is the
secretary of such Committee, of standing and other Committees, and shall cause proper
minutes to be kept of the proceeding of all such meetings.
THE SEAL
200. The Board shall provide for the safe custody of the seal.
201. The seal of the Company shall not be affixed to any instrument except by the authority of a
resolution of the Board or of a Committee of the Board authorised by it in that behalf, and
except in the presence of:
a) at least two Directors, or
b) of the Secretary and any one Director, or
c) such other person as the Board may appoint for the purpose;
and those two Directors or the Secretary and one Director, or other person aforesaid shall
sign every instrument to which the seal of the Company is so affixed in their presence.
DIVIDENDS AND RESERVES

Dividend in General Meeting
202. The Company in general meeting may declare dividends, but no dividend shall exceed the
amount recommended by the Board.
Interim Dividend
203. The Board may from time to time pay to the Shareholders such interim dividends as appear
to it to be justified by the profits of the Company.
Reserves
204. The Board may, before recommending any dividend, set aside out of the profits of the
Company such sums as it thinks fit as a reserve or reserves which shall, at the discretion of
the Board, be applicable for any purpose to which the profits of the Company may be
properly applied, including provision for meeting contingencies or for equalising dividends;
and pending such application, may, at the like discretion, either be employed in the business
of the Company or be invested in such investments (other than shares of the Company) as
the Board may, from time to time, think fit.
205. The Board may also carry forward any profits which it may consider necessary not to divide,
without setting them aside as a reserve.
Dividends to be paid on amounts credited
206. Subject to the rights of persons, if any, entitled to shares with special rights as to dividends,
all dividends shall be declared and paid according to the amounts paid or credited as paid on
the shares in respect whereof the dividend is paid, but if and so long as nothing is paid upon
any of the shares in the Company, dividends may be declared and paid according to the
amounts of the shares.
207. No amount paid or credited as paid on a share in advance of calls shall be treated for the
purposes of this Article as paid on the share.
208. All dividends shall be apportioned and paid proportionately to the amounts paid or credited
as paid on the shares during any portion or portions of the period in respect of which the
dividend is paid; but if any share is issued on terms providing that it shall rank for dividend
as from a particular date such share shall rank for dividend accordingly.
28
Board can deduct from Dividend
209. The Board may deduct from any dividend payable to any Shareholder all sums of money if
any, presently payable by him to the Company on account of calls or otherwise in relation to
the shares of the Company.
Dividend to be sent
210. Any dividend, interest or other monies payable in cash in respect of shares may be paid in
such manner as the Board or the Managing Director may determine including by cheque or
warrant (or such other manner as may be determined by the Board) sent through the post
directed to the registered address of the holder or, in the case of joint holders, to the
registered address of that one of the joint holders who is first named on the register of
members, or to such person and to such address as the holder or joint holders may in
writing direct.
211. Every such cheque or warrant shall be made payable to the order of the person to whom it
is sent.
Receipt by Joint Holders
212. Any one of two or more joint holders of a share may give effectual receipts for any
dividends, bonuses or other moneys payable in respect of such share.
Notice of Dividend
213. Notice of any dividend that may have been declared shall be given to the persons entitled to
share therein in the manner mentioned in the Act.
Dividend not to bear interest
214. No dividend shall bear interest against the Company.
Unpaid or Unclaimed Dividend
215. Where the Company has declared a dividend but which has not been paid or claimed within
30 days from the date of declaration, transfer the total amount of dividend which remains
unpaid or unclaimed within the said period of 30 days, to a special account to be opened by
the Company in that behalf in any scheduled bank, to be called “Unpaid Dividend Account”
216. Any money transferred to the unpaid dividend account of a company which remains unpaid
or unclaimed for a period of seven years from the date of such transfer, shall be transferred
by the company to the Fund known as Investor Education and Protection Fund established
under the Act.
217. No unclaimed or unpaid dividend shall be forfeited by the Board, before the claim becomes
barred by law.
ACCOUNTS
218. No Shareholder (not being a Director) shall have any right of inspecting any account or book
or document of the Company except as conferred by law or authorised by the Board or by
the Company in general meeting.
CAPITALISATION OF PROFITS
219. The Company in general meeting may, upon the recommendation of the Board, resolve:-
a) that it is desirable to capitalise any part of the amount for the time being standing to
the credit of any of the Company’s reserve accounts, or to the credit of the profit and
loss account, or otherwise available for distribution; and
b) that such sum be accordingly set free for distribution in the manner specified in Article
220 amongst the Shareholders who would have been entitled thereto, if distributed by
way of dividend and in the same proportions.
220. The sum aforesaid shall not be paid in cash but shall be applied, subject to the proviso
contained in Article 221, either in or towards -
a) paying up any amounts for the time being unpaid on any shares held by such
Shareholders respectively;
29
b) paying up in full, unissued shares of the Company to be allotted and distributed,
credited as fully paid up, to and amongst such Shareholders in the proportions
aforesaid; or
c) partly in the way specified in sub-clause (a) and partly in that specified in sub-clause
(b).
221. A securities premium account and a capital redemption reserve account may, for the
purposes of this Article, only be applied in the paying up of unissued shares to be issued to
Shareholders of the Company as fully paid bonus shares.
222. The Board shall give effect to the resolution passed by the Company in pursuance of this
Article.
223. Whenever such a resolution as aforesaid shall have been passed, the Board shall:-
a) make all appropriations and applications of the undivided profits resolved to be
capitalised thereby, and all allotments and issues of fully paid shares, if any; and
b) generally do all acts and things required to give effect thereto.
224. The Board shall have full power:-
a) to make such provisions, by the issue of fractional certificates or by payment in cash
or otherwise as it thinks fit, for the case of shares or debentures becoming
distributable in fractions; and also
b) to authorise any person to enter, on behalf of all the Shareholders entitled thereto,
into an agreement with the Company providing for the allotment to them respectively,
credited as fully paid up, of any further shares to which they may be entitled upon
such capitalisation, or (as the case may require) for the payment up by the Company
on their behalf, by the application thereto of their respective proportions of the profits
resolved to be capitalised, of the amounts or any part of the amounts remaining
unpaid on their existing shares.
225. Any agreement made under such authority shall be effective and binding on all such
Shareholders.
WINDING UP
Subject to the provisions of the Act:
226. If the Company shall be wound up, the liquidator may, with the sanction of a special
resolution of the Company and any other sanction required by the Act, divide amongst the
Shareholders, in specie or kind, the whole or any part of the assets of the Company,
whether they shall consist of property of the same kind or not.
227. For the purpose aforesaid, the liquidator may set such value as he deems fair upon any
property to be divided as aforesaid and may determine how such division shall be carried
out as between the Shareholders or different classes of Shareholders.
228. The liquidator may, with the like sanction, vest the whole or any part of such assets in
trustees upon such trusts for the benefit of the contributories if he considers necessary but
so that no Shareholders shall be compelled to accept any shares or other securities whereon
there is any liability.
INDEMNITY
229. Subject to the provisions of the Act, every director, officer or agent for the time being of the
Company shall be indemnified out of the assets of the Company against any liability
reasonably incurred by him in defending any proceedings, whether civil or criminal, in
connection with his being a director, officer or agent of the Company in which judgment is
given in his favour or in which he is acquitted or in which relief is granted to him by the
Court or the tribunal.
230. The Board and the Directors shall not, in any manner, either collectively or individually, be
liable to any person for any acts of commission or omission on its or their part done or
omitted to be done by it or them in good faith in the due discharge of its or their duties,
powers or authorities or any discretion vested in it or them.
30
SECRECY CLAUSE
231. No Shareholder shall be entitled to require discovery of or any information respecting any
detail of the Company’s trading (or of the exchange) or any matter which may be in the
nature of a trade secret, mystery of trade or secret process which may relate to the conduct
of the business of the Company and which in the opinion of the Directors it will be
inexpedient in the interest of the Shareholders of the Company to communicate to the
public.
UTILISATION OF BSE TRANSFERRED ASSETS AND RESERVES
232. Notwithstanding anything contained elsewhere in these Articles, the Company shall not use
the assets and reserves of BSE transferred to it under clause 7.1 of the Scheme or the
proceeds from disposal of such assets or the proceeds from disposal of successive species of
assets acquired from the proceeds of disposal of such assets in a manner contrary to the
provisions of the Scheme.
GENERAL POWER
233. Wherever in the Act, it has been provided that the Company shall have any right, privilege
or authority or that the Company could carry out any transaction only if the Company is so
authorized by its articles then and in that case this Articles authorizes and empowers the
Company to have such rights, privileges or authorities and to carry such transactions as
have been permitted by the Act, without there being any specific Article in that behalf herein
provided.
REGISTERS
Statutory Registers
234. The company shall keep and maintain at the registered office all statutory registers required
under the provisions of the companies Act, 2013 for such duration as the board may unless
otherwise prescribed, decide and in such manner and containing such particulars as
prescribed by the Act and Rules. The register and copies shall be open for inspection during
11.00 a.m. to 1.00 p.m. on all working days, other than Saturdays and Sundays at the
registered office of the Company by the persons entitled thereto on payment where
required, of such fees as may be fixed by the Board but not exceeding the limits prescribed
by the Act.
31
WE, the several persons whose names, addresses and descriptions are subscribed
hereunder, are desirous of being formed into a company, in Pursuance of this ARTICLES
OF ASSOCIATION.
Sr. Name, Address, Description and Subscribers Name Address and Description
No. Occupation of Subscribers Signatures of the Witness (es)
1. J.G.A Shah Share Brokers Pvt Ltd For J.G.A Shah Witness to 1 to 6
through Authorised Signatory Share Brokers
Shri Siddharth J Shah., Director. Pvt Ltd Sd/-
24/B Rajabahadur Mansion, Narayan Rathi
3rd floor, Hamam Street, Fort, Sd/Chairman S/o Tulsidas Rathi
Mumbai – 400 023. / A-303, Prathamesh,
Share & Stock Broker Director / Co. Raghuvanshi Mills Compound,
Secretary Senapati Bapat Marg,
Lower Parel, Mumbai 400013
2. Bal Kishan Mohta Sd/-
S/o Mathuradas Mohta
R-623, Rotunda Bldg, Apollo St,
Mumbai – 400 023
Business
3. BCB Brokerage Pvt. Ltd. For BCB

through Authorised Signatory Shri Brokerage Pvt.
Uttam Bharat Bagri, Director Ltd
1207/A P. J. Towers Dalal Street,
Fort, Mumbai 400 001 Sd/-
Share & Stock Broker Director
4. LKP Shares & Securities Ltd through For LKP Shares

Authorised Signatory & Securities Ltd
Mr. Hitesh P. Doshi, Director
207, Veena Chambers, Sd/-
Dalal Street, Fort, Director
Mumbai – 400 001.
5. Dalal & Broacha Stock Broking Pvt For Dalal &

Ltd. through Authorised Signatory Broacha Stock
Mr. Priyakant Manilal Dalal, Broking Pvt Ltd
Director,
506, Maker Chambers V, 221, Sd/-
Nariman Point, Director
Mumbai 400020.
6. M/s. Kamal S. Kabra Sd/-

Shri. Kamal S. Kabra
S/o Shyamsunder
Kabra.
505, Gumdecha Chambers,
65, Nagindas Master Road,
Mumbai 400 023.
32
7. Kisan Ratilal Choksey Shares & For Kisan Ratilal

Securities Pvt Ltd through Choksey Shares Witness to 7 to 12
Authorised Signatory Shri Kisan & Securities Pvt
Ratilal Choksey, Director Ltd Sd/-
1102 Stock Exchange Tower Dalal Narayan Rathi
Street Mumbai 400 001 Sd/- S/o Tulsidas Rathi
Share & Stock Broker Director A-303, Prathamesh,
Raghuvanshi Mills Compound,
Senapati Bapat Marg,
8. Bhanshali Stock Brokers Pvt. Ltd. For Bhanshali

through Authorised Signatory. Stock
Vallabh Roopchand Bhansali Brokers Pvt. Ltd.
Director
24 BD Rajbahadur Compound A. Sd/-
Doshi Marg, Mumbai 400 001. Director
9. M/s. V. Jethalal Ramji For M/s. V.

Share Brokers Pvt. Ltd. Jethalal Ramji
through Authorised Signatory Shri Share
Nikhil P. Dalal, Director Brokers Pvt. Ltd.
501, Arcadia, Nariman Point,
5th Floor, Mumbai – 400 021 Sd/-
10. BLB Limited For BLB Limited

Mr. Vikram Rathi, Director. Sd/-
‘B’ Wing, III Floor, Mahtre Pen Director
Bldg.,Senapati Bapat Marg, Dadar
(West), Mumbai 400028
11. SBI Capital Markets Limited For SBI Capital

through Authorised Signatory Mr Markets Limited
V Gopinathan, Exe Vice President
202, Maker Tower ‘E’, Cuffe Parade, Sd/-
Mumbai – 400 005 Authorised
Share & Stock Broker Signatory
12. HSBC Securities and Capital

Markets (India) Private Ltd. For HSBC
through Authorised Signatory Mrs. Securities
Sonal Dave, Director. and Capital
52/60 Mahatma Gandhi Road, Fort, Markets (India)
Mumbai 400001 Private Ltd.
Sd/-
Director
33
13. Nangalia Stock Broking Pvt. Ltd. For Nangalia

through Authorised Signatory Stock Witness to 13 to 18
Mr. Umakant Nangalia Broking Pvt. Ltd.
508, P.J.Tower, Dalal Street, Fort, Sd/-
Mumbai – 400 023. Sd/- Narayan Rathi
Share & Stock Broker Director / S/o Tulsidas Rathi
Authorised A-303, Prathamesh,
Signatory Raghuvanshi Mills Compound,
14. Churiwala Securities Pvt. Ltd. For Churiwala

through Authorised Signatory Shri Securities
Alok C Churiwalla, Director Pvt. Ltd.
304/5, Commerce House, Nagindas
Master Road, Fort, Sd/-
Mumbai – 400023 Director
15. M/s. Dimensional Securities Pvt. Ltd For Dimensional

through Authorised Signatory Securities
Mr. Ajit Surana, Director Pvt. Ltd
City Ice Bldg, 4th Floor,
298 Perin Nariman Street, Sd/-
Fort, Mumbai – 400 001 Director
16. Dalmia Securities Private Limited.

through Authorised Signatory For Dalmia
Sri Suryakant Dalmia, Director. Securities
522, Stock Exchange Tower, Dalal Private Limited.
Street, Mumbai 400 001
Share & Stock Broker Sd/-
Director /
Authorised
Signatory
17. Emkay Share & Stock Brokers Pvt For Emkay

Ltd through Authorised Signatory Share & Stock
Mr Prakash Kacholia, Director. Brokers
Phoenix Mills, ‘C’ Wing, 4th Floor, Pvt Ltd
Mumbai – 400 013 Sd/-
18. Rajan Vasant Vakil Sd/-

PM/9, Rotunda Bldg.,
Mezzanine Floor, M. S. Marg, Fort,
Mumbai – 400 001
34
19. Padmakant Devidas Securities Ltd For Padmakant

through Authorised Signatory Devidas Witness to 19 to 24
Mr. Padmakant D. Shah, Director Securities Ltd
1216, Stock Exchange Tower, Sd/-
Dalal Street, Fort, Sd/- Narayan Rathi
Mumbai 400 023 Director / S/o Tulsidas Rathi
Share & Stock Broker Authorised A-303, Prathamesh,
Signatory Raghuvanshi Mills Compound,
20. Bonanza Stock Brokers Limited For Bonanza

through Authorised Signatory Stock Brokers
Mr. Satya Prakash Goel, Director Limited
Block No.19, Raghuvanshi Mill
Compound, Senapati Bapat Marg, Sd/-
Lower Parel, Mumbai 400013 Director
21. V. P. L. Shah Shares & Sec. Pvt. For V. P. L.

Ltd. Shah Shares &
through Authorised Signatory Sec. Pvt. Ltd.
Mr Vijay P. Shah, Director
R – 624, Rotunda Bldg, Sd/-
6th floor, B. S. Marg, Director
Mumbai – 400 023
22. B M Gandhi Securities Pvt. Ltd For B M Gandhi

Mr. Bhupinder B. Gandhi, Director Pvt. Ltd
9A, Homi Modi Street, Fort,
Mumbai – 400 023 Sd/-
23. M/s. Kauhik Shah Shares & For M/s. Kauhik

Securities Pvt. Ltd. Shah Shares &
through Authorised Signatory Securities Pvt.
Shri. Kaushik S. Shah, Director. Ltd.
28, ITTS House, Kala Ghoda,
Mumbai 400 023 Sd/-
Share & Stock Broker Director /
Authorised
Signatory
24. Dhanki Securities Pvt Ltd. For Dhanki

through Authorised Signatory Securities Pvt
Mr. Vrajlal Gulabchand Dhanki, Ltd.
Director.
R 401, Rotunda Tower, Sd/-
B.S. Marg, Nariman Point, Director
Mumbai – 400 001
35
Sr. Name, Address, Description and Subscribers Name Address and Description of
No. Occupation of Subscribers Signatures the Witness (es)
25. Prabhudas Lilladher Pvt. Ltd. through For Prabhudas

Authorised Signatory Mr. Arun Lilladher Pvt. Witness to 25 to 30
Prabhudas. Sheth, Director Ltd.
3rd Floor, Sadhana House, Worli, Sd/-
Mumbai – 400 018 Sd/- Managing Narayan Rathi
Share & Stock Broker Director S/o Tulsidas Rathi
A-303, Prathamesh,
Raghuvanshi Mills Compound, Senapati
Bapat Marg,
26. ASK – Raymond James & Associates

Private Ltd. For ASK –
through Authorised Signatory Mr. Raymond James
Sameer Koticha, Director &
254 – D, Band box House, Associates Private
Dr. Annie Besant Road, Worli, Ltd
Mumbai – 400 025
Share & Stock Broker Sd/-
Director /
Authorised
Signatory
27. Refco-Sify Securities India Pvt Ltd. For Refco-Sify

through Authorised Signatory Mr Securities
Rajendra Bhambhani, Director India Pvt. Ltd.
No 1, ‘C’ Block, Modern Mills
Compound, Mahalaxmi, Sd/-
Mumbai – 400 011 Director /
Share & Stock Broker Authorised
Signatory
28. S S Kantilal Ishwarlal Securities Pvt. For S S Kantilal

Ltd. Ishwarlal
through Authorised Signatory Securities Pvt.
Mr. Shankar Vailaya, Director Ltd
A – 206, Phoenix House,
Senapati Bapat Marg, Sd/- Managing
Lower Parel, Mumbai – 400 013 Director
29. Shailesh Mulchand Nissar Sd/-

611, P. J Tower, Stock Exchange
Mumbai, Dalal Street, Fort,
Mumbai – 400 001
Share & Stock Broker.
30. R.B.K Share Broking Ltd through For R.B.K Share

Authorised Signatory Mr. Broking Ltd
Radheyshyam Khandelwal,
Director Sd/- Director
101-A, Alli Chambers, Medows
Street, Fort, Mumbai – 400 023
36
Sr. Name, Address, Description and Subscribers Name Address and Description of
No. Occupation of Subscribers Signatures the Witness (es)
31. Inventure Growth & Securities Ltd For Inventure

through Authorised Signatory Shri Growth & Witness to 31 to 36
Nagji K Rita, Director, 1012 P. J. Securities Ltd
Tower Dalal Street, Mumbai 400 Sd/-
023. Narayan Rathi
Sd/- Director
A-303, Prathamesh,
Raghuvanshi Mills Compound, Senapati
Bapat Marg,
32. S. P. Jain Securities Pvt. Ltd through For S. P. Jain

Authorised Signatory Mr. Subhash Securities
S. Jain, Pvt. Ltd
Subhash Jain Bldg, 2nd Floor,
Ambalal Doshi Marg, Fort, Sd/- Director
Mumbai – 400 023
33. Amit Nalin Securities Pvt Ltd. through For Amit Nalin
Authorised Signatory Securities Pvt Ltd.
Mr. Amit N. Dalal, Director,
20 Raja Bahadur Mansion, Hamam Sd/- Director
Street, Mumbai – 400 023
34. M/s Bakliwal Financial Services For M/s

(India) Pvt. Ltd Bakliwal
through Authorised Signatory Financial
Mr. Rahul Santosh Bakliwal, Director, Services (India)
210, Commerce House, Pvt. Ltd
Nagindas Master Road,
Fort, Mumbai – 400 023 Sd/- Director
35. ICICI Brokerage Services Ltd through For ICICI

Authorised Signatory Brokerage
Mr. Nitin Jain, Director Services Ltd
ICICI Centre, H. T. Parekh Marg,
Churchgate, Mumbai – 400 020 Sd/- Director
36. Pravin V. Shah Stock Broking Pvt.Ltd. For Pravin V.

through Authorised Signatory Mr Shah Stock
Mulraj V. Shah, Director, Broking Pvt. Ltd.
212, P.J. Tower, Dalal Street,
Fort, Mumbai – 400 001 Sd/- Director
37
37. M/S Govindbhai B. Desai Sd/-

S/o Late Shri Baldevbhai C. Desai Witness to 37 to 42
1101, Stock Exchange Towers,
Dalal Street, Sd/-
Mumbai – 400 023 Narayan Rathi
A-303, Prathamesh,
38. M/s. Javeri Fiscal Services Ltd For M/s. Javeri

through Authorised Signatory Fiscal Services
Shri. Pradeep Rasiklal Javeri, Ltd
Director,
PS/17, 2nd Floor, Rotunda Bldg., Sd/-
Stock Exchange Tower, Director
Dalal Street, Mumbai 400 001
39. Sailesh H. Doshi Broking Pvt. Ltd. For Sailesh H.

through Authorised Signatory Doshi Broking
Mr. Sailesh Hiralal Doshi, Pvt. Ltd.
Director 813, Stock Exchange
Tower, 8th Floor, Dalal Street, Sd/-
Mumbai – 400 001 Director
40. M/s. Vinay M Shah Securities For M/s.

Pvt.Ltd. Vinay M Shah
Shri. Vinaychandra M. Shah, Pvt. Ltd.
Director,
518, Rotunda Bldg, B.S. Marg, Sd/-
Mumbai 400 023 Director
41. Anvil Share & Stock Broking Pvt Ltd. For Anvil Share
through Authorised Signatory Shri & Stock Broking
Himanshu Gandhi, Director, Pvt. Ltd.
19, Bank Street Cross Lane, Fort,
Mumbai – 400 023 Sd/-
42. M/s. AKD Securities Pvt. Ltd. For M/s. AKD

through Authorised Signatory Shri. Securities
Amit K. Dave, Director, Pvt. Ltd
1014, Stock Exchange Tower,
Dalal Street, Mumbai 400 023 Sd/-
38
43. Mehta Vakil & Co. Pvt. Ltd For Mehta Vakil
through Authorised Signatory & Co. Pvt. Ltd Witness to 43 to 49
Mr. Jayesh J. Mehta.
PG – 11, Grnd Floor, Sd/- Sd/-
Rotunda Bldg, B. S. Marg, Director Narayan Rathi
44. INA Stock Broking Co. Pvt. Ltd For INA Stock
through Authorised Signatory Broking
Mr Hitesh A Fozdar Co. Pvt. Ltd
PM-16, Mezzanine Floor, Rotunda
Bldg, B.S. Marg, Mumbai – 400 001 Sd/-
45. M/s. Girdharilal Dhanraj Khaitan Sd/-

S/o Dhanraj Rajakishan Khaitan
117,P.J. Tower, Dalal Street,
Mumbai 400 001
Business
46. Shri. Vinay Jitendra Mashruwala Sd/-

S/o Jitendra C. Mashruwala
PS-11 Rotunda Bldg. 2nd Floor, 60
Bombay Samachar Marg, Fort,
Mumbai 400 023
Business
47. Prakash Himatlal Shah Sd/-

S/o Himatlal Fulchand
215, P.J. Towers, Dalal Street, Fort,
Mumbai – 400 001
48. Ram C. Marfatia Sd/-

S/o Champaklal Babubhai Marfatia
821, 8th Floor, P. J Towers,
Dalal Street, Fort,
Mumbai – 400 023
49. Vijan Share & Securities Pvt. Ltd. For Vijan Share
through Authorised Signatory & Securities Pvt.
Mr. Mohan Kumar Vijan, Director Ltd.
117, Commerce House, N.M. Road,
Fountain, Mumbai - 400 001 Share Sd/-
& Stock Broker Director
39
50. B. D. Shroff Securities Pvt. Ltd For B. D. Witness to 50

through Authorised Signatory Shroff Sd/-
Mr Cyrus B Shroff, Director Securities Pvt. Narayan Rathi
Mulla House, 1st floor, 51, Ltd. S/o Tulsidas Rathi
Mahatma Gandhi Road, A-303, Prathamesh,
Fort, Mumbai – 400 023 Sd/- Raghuvanshi Mills Compound,
Share & Stock Broker Director Senapati Bapat Marg,
Place: Mumbai
Date: 29.07.2005
40
SPECIAL RESOLUTION PASSED BY MEMBERS OF BSE LIMITED BY THE WAY OF
POSTAL BALLOT ON 24th July, 2015.
____________________________________________________________
Adoption of New Set of Articles of Association of the Company
“RESOLVED THAT pursuant to Section14 and all other applicable provisions, if any, of
the Companies Act, 2013 and rules made there under (including any statutory
modification(s) thereto or re-enactment (s) thereof, for the time being in force) and
subject to the approval of the Securities and Exchange Board of India and other
approvals in this regard as may be necessary and subject to such condition(s) and
modification(s) as may be prescribed and imposed by such authorities while granting
such approval(s), permission(s) and sanction(s), a new set of Articles of Association of
the Company (Annexed as Annexure I) be and is hereby approved as the Articles of
Association of the Company in exclusion of the existing Articles of Association.
RESOLVED FURTHER THAT the Managing Director and Chief Executive Officer, Chief
Regulatory Officer and the Company Secretary be and are hereby severally authorized
to take necessary steps as may be required to give effect to the resolution and matters
related thereto.”
41

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COMPANY LIMITED BY SHARES

(Memorandum of Association effective from 25th November, 2016)

naama pirvat-na ko pE`caat nayaa inagamana p`maaNa–p~

maOsasa- BOMBAY STOCK EXCHANGE LIMITED

ko maamalao mao‚ maOM etdWara sa%yaaipt krta hU^M ik maOsasa-

GOVERNMENT OF INDIA - MINISTRY OF CORPORATE AFFAIRS

Fresh Certificate of Incorporation Consequent upon Change of Name

Corporate Identity Number : U67120MH2005PLC155188

In the matter of M/s BOMBAY STOCK EXCHANGE LIMITED

Given at Mumbai this Eighth day of July Two Thousand Eleven.

Registrar of Companies, Maharashtra, Mumbai

kmpnaI rijasT/ar ko kayaa-laya AiBalaoK maoM ]plabQa p~acaar ka pta :

GOVERNMENT OF INDIA - MINISTRY OF CORPORATE AFFAIRS

SECTION 18(1)(A) OF THE COMPANIES ACT, 1956

(MILIND VITTHALRAO CHAKRANARAYAN)

]p kmpnaI rijasT/ar / Deputy Registrar of Companies

THE COMPANIES ACT, 1956

COMPANY LIMITED BY SHARES

I. The name of the Company is 2“BSE Limited”.

A. THE MAIN OBJECTS TO BE PURSUED BY THE COMPANY ON

2. To carry on business as a stock exchange.

3. To assist, regulate, control and / or otherwise associate with the business of

B. THE OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE

4. To carry on business as a self regulatory organization.

6. To admit trading members, clearing members and other categories of

7. To admit securities to dealings on the Company (hereinafter also referred to as

interacting with, the Company or its trading members, charges, deposits

12. To facilitate clearing and settlement.

18. To become a member of or network or otherwise associate with other stock,

22. To settle trusts.

27. To maintain a library.

28. To maintain web-sites and universal resource locators.

30. To engage in the business of power generation, whether captive or otherwise.

38. To enter into any partnership or arrangement in the nature of a partnership,

41. To formulate and implement any scheme of reconstruction or arrangement.

49. To engage in research and development.

AND it is hereby declared that:

IV. The liability of the Shareholders of the Company is limited.

1. J.G.A Shah Share Brokers Pvt Ltd 10,000 Witness to 1 to 5

For J.G.A Shah Share Brokers

Chairman / Director / Co.

Signatory Shri Uttam Bharat Bagri, Director (Ten Thousand)

Share & Stock Broker

4. LKP Shares & Securities Ltd through 10,000

Authorised Signatory Mr. Hitesh P. Doshi, (Ten Thousand)

Mumbai – 400 001.

Share & Stock Broker

5. Dalal & Broacha Stock Broking 10,000

Pvt Ltd. (Ten Thousand)

Mr Priyakant Manilal Dalal, Director.

506, Maker Chambers V,

221, Nariman Point,

6. M/s. Kamal S. Kabra 10,000 Witness to 6 to 10

For BCB Brokerage Pvt. Ltd.

For Kisan Ratilal Choksey

Securities Pvt Ltd

8. Bhanshali Stock Brokers Pvt. Ltd. 10,000

Mumbai 400 001