Stock Exchanges and Clearing

THE GAZETTE OF INDIA
EXTRAORDINARY
PART III - SECTION 4
PUBLISHED BY AUTHORITY
NEW DELHI, OCTOBER 03, 2018
SECURITIES AND EXCHANGE BOARD OF INDIA
NOTIFICATION
Mumbai, the 3rd October, 2018
SECURITIES CONTRACTS (REGULATION) (STOCK EXCHANGES AND CLEARING

CORPORATIONS) REGULATIONS, 2018
No. SEBI/LAD-NRO/GN/2018/41.- In exercise of the powers conferred by sections 4, 8A and

31 of the Securities Contracts (Regulation) Act, 1956, read with sections 11 and 30 of the
Securities and Exchange Board of India Act, 1992, the Securities and Exchange Board of India
hereby makes the following regulations to regulate recognition, ownership and governance in
stock exchanges and clearing corporations and matters connected therewith or incidental thereto,
namely:—
CHAPTER I
PRELIMINARY
Short title and commencement
1. (1) These regulations may be called the Securities Contracts (Regulation) (Stock Exchanges
and Clearing Corporations) Regulations, 2018.
(2) They shall come into force on the date of their notification in the Gazette of India.
Definitions
2. (1) In these regulations, unless the context otherwise requires, the terms defined herein shall
bear the meanings assigned to them below, and their cognate expressions shall be construed
accordingly,-
(a) "Act" means the Securities Contracts (Regulation) Act, 1956 (42 of 1956);
(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 control of atleast twenty percent of the total voting power of the
first person;
(iii) who is a holding company or a subsidiary company of the first person
(iv) who is a relative of the first person;
(v) who is a member of a Hindu Undivided Family wherein the first person is
also a member;
(vi) such other cases where the Board is of the view that a person shall be
considered as an associate based on the facts and factors including the
extent of control, independence, conflict of interest;
(c) "Board" means the Securities and Exchange Board of India established under the
provisions of section 3 of the Securities and Exchange Board of India Act, 1992 (15
of 1992);
(d) 1["clearing corporation" means an entity that is established to undertake the activity
of clearing and settlement of trades in securities or other instruments or products that
are dealt with or traded on a recognized stock exchange and includes a clearing
house and a limited purpose clearing corporation specified under Chapter IV-A;]
(e) “clearing member” means a person having clearing rights in any recognized clearing
corporation and includes a clearing member as defined in clause (ae) of sub-regulation
(1) of Regulation 2 of the Securities and Exchange Board of India (Stock Brokers and
Sub- Brokers) Regulations, 1992
(f) "company" shall mean a company as defined in section 3 of the Companies Act, 2013;
2
(***)
(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;
3
[(ha) “debt securities” means corporate bonds, debentures or any other debt instruments
as may be specified by the Board;]
1 Substituted by the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) (Amendment)
Regulations, 2020, w.e.f. 08-10-2020. Prior to its substitution, it read as “(d) “clearing corporation" means an entity
that is established to undertake the activity of clearing and settlement of trades in securities or other instruments or
products that are dealt with or traded on a recognized stock exchange and includes a clearing house;”
2 Clause (g) omitted by the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations)
(Amendment) Regulations, 2019, w.e.f. 03-10-2018. Prior to its omission, it read as “(g) ”commodity derivatives
exchange" means a recognized stock exchange which assists, regulates or controls the business of buying, selling or
dealing in commodity derivatives and option in securities with the prior approval of the Board.”
3Inserted by the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) (Amendment)
Regulations, 2020, w.e.f. 08-10-2020.
4
[(hb) “financial year” means the period of twelve months commencing on the first day of
April every year;]
(i) "governing board" means the board of directors of a recognised stock exchange or a
recognised clearing corporation;
5
[(j) “key management personnel” shall include:
(i) any person appointed as the managing director or executive director; or
(ii) a person serving as the head of a department or vertical and directly
reporting to the managing director or to the directors on the governing board
of the recognised stock exchange or recognised clearing corporation; or
(iii) a person serving as the head of a core function as specified under Part–C of
Schedule–II of these regulations.; or
(iv) a person who stands higher in hierarchy to the head of any department(s)
handling core function(s) in the recognised stock exchange or recognised
clearing corporation; or
(v) reporting officials of key management personnel; or
(vi) any person defined as a “key managerial personnel” under the Companies
Act, 2013; or
(vii) any other person who is a key decision making authority at the level of the
recognised stock exchange or recognised clearing corporation or its direct
or indirect material subsidiaries, as identified by the managing director or
its Nomination and Remuneration Committee:
Provided that in the case of a subsidiary of a recognised stock exchange or a

recognised clearing corporation that is regulated by a financial sector regulator; the
norms specified by such a regulator may be considered for determining as to whether
the person at the subsidiary is designated as a key management personnel.]
6
[(ja) "limited purpose clearing corporation" means an entity that is established to
undertake the activity of clearing and settlement of repo transactions;]
(k) "netting" means the determination by clearing corporation of net payment or

delivery obligations of the clearing members of a recognised clearing corporation by
setting off or adjustment of the inter- se obligations or claims arising out of buying and
selling of securities, including the claims and obligations arising out of the
determination by the clearing corporation or stock exchange, on the insolvency,
4
Inserted by the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) (Amendment)
Regulations, 2021, w.e.f. 23-03-2021.
5 Inserted by the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) (Amendment)
Regulations, 2023, w.e.f. 28-08-2023. Prior to its substitution, it read as under:
“(j)"key management personnel" includes a person serving as head of any department or in such senior executive
position that stands higher in hierarchy to the head(s) of the department(s) in the recognised stock exchange or the
recognised clearing corporation, or any person who directly reports to chief executive officer or to the director on the
governing board of the recognised stock exchange or recognised clearing corporation, or any person upto two levels
below the chief executive officer or managing director, or any other person as may be identified by its Nomination
and Remuneration Committee;
Regulations, 2020, w.e.f. 08-10-2020.
winding-up, liquidation or resolution of any clearing member or trading member or
client or such other circumstances as the clearing corporation may specify in its bye-
laws, of the transactions admitted for settlement at a future date, so that only a net claim
be demanded, or a net obligation be owed;
(l) "novation" means the act of one or more recognised clearing corporations interposing
between the parties of every trade, so as to be a legal counterparty;
7
[(ka) “non-independent director" means a director elected or nominated by the
shareholders who are neither trading members nor clearing members, as the case may
be, or their associates and agents;]
(m) "persons acting in concert" in the context of acquisition or holding of shares or

voting rights or control shall mutatis mutandis have the same meaning as assigned to
it in clause (q) 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 amendments thereof;
(n) “public" includes any member or section of the public but does not include any trading
member or clearing member or their associates and agents;
(o) "public interest director" means an independent director representing the interests of
investors in securities market and who is not having any association, directly or
indirectly, which in the opinion of the Board, is in conflict with his role;
8
[(oa) “quarter” means the period of three months commencing on the first day of April,
July, October and January of each financial year;]
(p) "recognised clearing corporation" means a clearing corporation which is recognised

by the Board under section 4 read with section 8A of the Act;
(q) “recognised stock exchange” means a stock exchange which is recognized by the
Board under section 4 of the Act.
(r) "regulatory department" means a department of a recognised stock exchange or a

recognised clearing corporation which is entrusted with regulatory powers and duties
and includes such department as may be specified by the Board;
9
[(ra) “regulatory fee” means fees levied by the Board under these regulations for carrying
out the functions under the Act and the Securities and Exchange Board of India Act,
1992 (15 of 1992);]
7
Regulations, 2023, w.e.f. 28-08-2023.
8
Regulations, 2021, w.e.f. 23-03-2021.
9
Ibid.
10 11
[ [(rb)] “repo” means an instrument for borrowing by selling debt securities with an
agreement to repurchase the debt securities on an agreed future date at an agreed price
which includes interest on funds borrowed;
12
[(rc)] “repo transaction” means a transaction in repo and reverse repo in the debt
securities that are dealt with or traded on a recognised stock exchange;
13
[(rd)] “reverse repo” means an instrument for lending by purchasing debt securities with
an agreement to resell the debt securities on an agreed future date at an agreed price
which includes interest on funds lent;]
(s) "rules" means the Securities Contracts (Regulations) Rules, 1957;

14
[***]
(u) "trading member" means a person having trading rights in any recognized stock
exchange and includes a stock broker.
(2) Words and expressions used and not defined in these regulations but defined in the Act, the
Companies Act, 2013, the Securities and Exchange Board of India Act, 1992, the
Depositories Act, 1996 or any rules or regulations made thereunder shall have the same
meanings respectively assigned to them in those Acts, rules or regulations made thereunder
or any statutory modification or re-enactment thereto, as the case may be.
10
Regulations, 2020, w.e.f. 08-10-2020.
11
Substituted for “(ra)” by the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations)
(Amendment) Regulations, 2021, w.e.f. 23-03-2021.
12
Substituted for “(rb)” by the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations)
13
Substituted for “(rc)” by the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations)
14
Omitted by the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) (Amendment)
Regulations, 2023, w.e.f. 28-08-2023. Prior to its omission, the it read as under-
(t) "shareholder director" means a director who represents the interest of shareholders, and elected or nominated by
such shareholders who are not trading members or clearing members, as the case may be, or their associates and
agents;
CHAPTER II
RECOGNITION OF STOCK EXCHANGES AND CLEARING CORPORATIONS
Obligation to seek recognition
3. No person shall conduct, organise or assist in organising any stock exchange or clearing
corporation unless he has obtained recognition from the Board in accordance with the Act,
rules and these regulations:
Application for recognition
4. Subject to compliance with the provisions of Act, rules and these regulations, an application
for recognition as a stock exchange shall be submitted to the Board in Form A as prescribed
under rule 3 of the rules and an application for recognition as a clearing corporation shall be
submitted to Board in Form A as specified in Schedule - I of these regulations.
Fee for application
5. An applicant seeking recognition as a stock exchange shall pay the application fee in terms of
rule 4 of the rules and an applicant seeking recognition as a clearing corporation shall also pay
the application fee as payable by a stock exchange.
Documents and particulars for application
6. An application for recognition as a stock exchange or a clearing corporation, as the case may
be, shall be accompanied by the copy of the memorandum of association, articles of
association, bye-laws and other documents as provided in sections 3 and 4 of the Act, rule 5
of the rules and these regulations.
Consideration of grant of recognition
7. (1) The application under regulation 4 shall be governed by the provisions of the Act, rules
and these regulations.
(2) An applicant seeking recognition as a stock exchange or clearing corporation shall comply
with the following conditions, namely :—
(a) the applicant is a company limited by shares;
(b) the applicant is demutualised;
(c) the applicant, its directors and its shareholders who hold or intend to hold
shares, are fit and proper persons as specified in regulation 20;
(d) the applicant satisfies the requirements relating to the ownership and governance
structure specified in these regulations;
(e) the applicant satisfies the networth requirements specified in these regulations;
(f) the applicant satisfies the requisite capability including its financial capacity, functional
expertise and infrastructure.
Explanation.—For the purposes of this sub-regulation, the term "demutualised" means that the
ownership and management of the applicant is segregated from the trading rights or clearing
rights, as the case may be, in terms of these regulations.
(3) An applicant seeking recognition as a stock exchange shall, in addition to the conditions as
specified in sub-regulations (1) and (2), comply with the following conditions, namely:—
(a) the applicant has the necessary infrastructure for the orderly execution of trades;
(b) the applicant has an online screen-based trading system;
(c) the applicant has an online surveillance capability which monitors positions, prices and
volumes in real time so as to ensure market integrity;
(d) the applicant has adequate infrastructure to list securities for trading on its platform,
wherever applicable;
(e) the applicant has necessary capability to have a nationwide network of trading members
and has adequate facility to admit and regulate its members;
(f) the applicant has made necessary arrangements to establish connectivity with its trading
members and clearing corporation;
(g) the applicant has adequate Investor Protection Fund and Investor Services Fund;
(h) the applicant has adequate investor grievances redressal mechanism and arbitration
mechanism to resolve disputes arising out of trades and its settlement;
(i) the applicant has the facility to disseminate information about trades, quantities and quotes
in real time to at least two information vending networks which are accessible to investors
in the country;
(j) the applicant has adequate systems' capacity supported by a business continuity plan
including a disaster recovery site;
(k) the applicant has in its employment, sufficient number of persons having adequate
professional and other relevant experience;
(l) the business feasibility plan has been appraised by a reputed agency having expertise in
securities market; and
(m) any other conditions as may be specified by the Board.
(4) An applicant seeking recognition as a clearing corporation shall, in addition to the conditions
as specified in sub-regulations (1) and (2), comply with the following conditions, namely:—
(a) the applicant has necessary infrastructure to ensure timely clearing and settlement of
trades:
15
[Provided that where the applicant is a limited purpose clearing corporation specified
under Chapter IV-A, compliance with the requirement under this clause may be
demonstrated by way of outsourcing arrangement(s) with a recognized clearing
corporation(s), subject to such conditions as may be specified by the Board from time to
time;]
(b) the applicant has adequate risk management mechanism;
(c) the applicant has a settlement procedure including netting, novation and guarantee for
settlement of trades in place, which is in accordance with the manner specified by the
Board;
(d) the applicant has the capacity to establish a fund to guarantee settlement of trades;
(e) the applicant has necessary capability to have a wide network of clearing members and
has adequate facility to admit and regulate its members;
(f) the applicant has established connectivity with the depositories, clearing banks, stock
exchange and clearing members;
(g) the applicant has adequate systems' capacity for on-line/real time risk management of
trades cleared and settled and is supported by a suitable business continuity plan including
a disaster recovery site:
16
[Provided that where the applicant is a limited purpose clearing corporation specified
under Chapter IV-A, compliance with the requirement under this clause may be
demonstrated by way of outsourcing arrangement(s) with a recognized clearing
corporation(s), subject to such conditions as may be specified by the Board from time to
time;]
(h) the applicant has in its employment, sufficient number of persons having adequate
professional and other relevant experience to the satisfaction of the Board;
(i) the applicant has the necessary arrangements in place for resolving disputes and redressal
of grievances arising out of clearing and settlement of trades;
(j) the applicant has an agreement with a depository and with a recognised stock exchange
in respect of clearing and settlement of the trades;
(k) the business feasibility plan has been appraised by a reputed agency having expertise in
securities market; and
Regulations, 2020, w.e.f. 08-10-2020.
Regulations, 2020, w.e.f. 08-10-2020.
(l) any other conditions as may be specified by the Board.
(5) The Board may, on being satisfied with the capability of the applicant to comply with the
conditions laid down in this regulation, grant in-principle approval to the applicant which
shall be valid for a period of one year.
Provided that the Board may, upon sufficient cause shown by the applicant, extend the
validity of in-principle approval for a further period not exceeding six months or any other
period as specified by the Board.
(6) An application for recognition shall be made in the manner as specified under PART –D of
Schedule – II of these regulations.
Power to make inquiries and call for information
8. The Board may, before granting recognition to a stock exchange or clearing corporation,
make inquiries and require such further information or document to be furnished, as it may
deem necessary.
Grant of recognition
9. (1) The Board may, after considering the application under regulation 4 and on being satisfied
that the applicant has complied with the conditions laid down in regulation 7 and is eligible
to act as a recognised stock exchange or a recognised clearing corporation, as the case
may be, grant recognition to the applicant in terms of section 4 of the Act, in the interest
of the securities market.
(2) The recognition granted to a stock exchange under sub-regulation (1) shall be in Form B
of the rules.
(3) The recognition granted to a clearing corporation shall be in Form B of Schedule-I of these
regulations.
(4) The recognised stock exchange and the recognised clearing corporation shall comply with
such other conditions, including those with regard to the nature of securities to be dealt
with, as may be imposed by the Board from time to time.
Period of recognition
10. (1) The period of recognition granted to a stock exchange shall be as per rule 6 of the rules.
(2) The recognition granted to a clearing corporation, unless granted on a permanent basis,
shall be for such period not less than one year as may be specified by the Board.
17[Code of conduct for recognised stock exchanges and recognised clearing corporations
10A. Every recognised stock exchange and recognised clearing corporation shall abide by the
Code of Conduct as specified under Part-A of Schedule-II of these regulations.]
Regulatory fee
11. 18[(1) Every recognised stock exchange shall be charged, a regulatory fee payable to the
Board, at such rates and within such time as is mentioned in sub-regulation (2) and sub-
regulation (3).]
19
[(2) A recognised stock exchange shall pay to the Board, within fifteen days from the
end of each month, the amount provided in Part–A of Schedule-III to these regulations on
its annual turnover for the financial year till the end of that month, after adjusting any
regulatory fee already paid in that financial year:
Explanation: For the purpose of this sub-regulation, the expression “annual turnover”
shall mean the aggregate value of the transactions, excluding turnover on agricultural
commodity derivatives, which took place on the recognised stock exchange during the
relevant financial year:
Provided that the recognized stock exchanges shall also pay, within fifteen days from
the end of the financial year, a flat regulatory fee of one lakh rupees on the aggregate
value of the transactions on agricultural commodity derivatives.]
Regulations, 2023, w.e.f 28-08-2023.
18Substituted by the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) (Amendment)
Regulations, 2021, w.e.f. 23-03-2021. Prior to its substitution, it reads as –
“(1) Every recognised stock exchange shall pay the regulatory fee in terms of Securities and Exchange Board of
India (Regulatory Fee on Stock Exchanges) Regulations, 2006.”
19Substituted by the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) (Second
Amendment) Regulations, 2024, w.e.f. 10-05-2024. Prior to its substitution, it read as under:
“(2) A recognised stock exchange shall pay to the Board, based on its annual turnover, an amount specified under
Part –A of Schedule -III of these regulations within thirty days of the conclusion of the relevant financial year:
Explanation: For the purposes of this sub-regulation, the expression “annual turnover” shall mean the aggregate
value of the transactions, excluding turnover on agricultural commodity derivatives, which took place on the
recognised stock exchange during the relevant financial year:
Provided that the recognized stock exchanges shall pay a flat regulatory fee of one lakh rupees on aggregate
value of the transactions on agricultural commodity derivatives.
(3) A recognised stock exchange shall also pay to the Board, within fifteen days form the
end of each 20[month], an amount equal to ten per cent of the aggregate of listing fees
collected from the issuers whose securities are listed on it, during that 21[month]:
22
[***]
Explanation: For the purposes of this sub-regulation, the expression “listing fees” shall
mean all fees collected by a recognised stock exchange from any company or other entity
whose securities are listed thereon, towards listing of such securities.”
23
(4) [The fee mentioned in sub-regulation (2) and sub-regulation (3) shall be paid by a
recognised stock exchange by way of direct credit into the bank account through
NEFT/RTGS/IMPS or online payment using the SEBI Payment Gateway or any other
mode as may be specified by the Board from time to time, and the intimation of
remittance shall be forwarded along with the statement of computation of the fee.]
(5) The statement of computation of fees mentioned in sub-regulation (4) shall be certified
to be correct by a chartered accountant.
(6) Every recognised stock exchange shall maintain such registers and furnish such returns
or information to the Board in respect of its annual turnover, the listing fees collected by
it and the fee paid or payable under these regulations, as may be specified by the Board.
(7) Without prejudice to sub-regulation (6), a recognised stock exchange shall also be liable
to furnish such information or explanations to the Board as may be required in respect
of the regulated functions and the fee paid or payable under this regulation.
(8) Where due to the default of the recognised stock exchange, any fee which was liable to
be paid under sub-regulation (2) and sub-regulation (3) remains unpaid or is paid
belatedly or is short-paid, it shall, without prejudice to any other action that may be taken
under the Act, rules or regulations, pay an interest of fifteen per cent per annum on the
amount remaining unpaid or belatedly paid or short-paid, for every month of delay or
part thereof to the Board.]
20Substituted for the words “quarter of a financial year” by the Securities Contracts (Regulation) (Stock Exchanges
and Clearing Corporations) (Second Amendment) Regulations, 2024, w.e.f. 10-05-2024.
21Substituted for the word “quarter” by the Securities Contracts (Regulation) (Stock Exchanges and Clearing
Corporations) (Second Amendment) Regulations, 2024, w.e.f. 10-05-2024.
22Omitted by the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) (Second
Amendment) Regulations, 2024, w.e.f. 10-05-2024. Prior to omission, it read as under:
“Provided that the fees due under sub-regulation (3) in respect of the last quarter of a financial year may be paid
within thirty days of conclusion of the quarter, together with the fees due under sub-regulation (2).”
23Substituted by the Securities and Exchange Board of India (Payment of Fees and Mode of Payment) (Amendment)
Regulations, 2023 w.e.f 01-04-2023. Prior to its substitution, clause (4) read as under-
“(4)The fee mentioned in sub-regulation (2) and sub-regulation (3) shall be paid by a recognised stock exchange
by way of direct credit in the bank account through NEFT/RTGS/IMPS or any other mode allowed by RBI or by
means of a demand draft drawn in favour of “Securities and Exchange Board of India”, payable at Mumbai and the
intimation of remittance or the demand draft, as applicable, shall be forwarded along with the statement of
computation of the fee.”
24
[(9)] Every recognised clearing corporation shall pay the regulatory fee as the Board may
specify.
Renewal of recognition
12. (1) The provisions of these regulations, as applicable to the grant of recognition to a stock
exchange, shall in addition to rule 7 of the rules also apply in relation to an application for
renewal of recognition of a recognised stock exchange.
(2) A recognised clearing corporation desirous of renewal of recognition shall make an

application to the Board in Form A of Schedule-I of these regulations and such
application shall reach the Board atleast three months prior to the date of expiry of the
recognition.
(3) The provisions of these regulations, as applicable to the grant of recognition to a clearing
corporation, shall also apply in relation to an application for renewal of recognition of a
recognised clearing corporation.
(4) An applicant seeking renewal of recognition as a stock exchange shall pay fee in terms of rule
7 of the rules, and an applicant seeking renewal of recognition as a clearing corporation shall also
pay fee as payable by a stock exchange.
(5) The recognised stock exchange and recognised clearing corporation shall comply with the
applicable conditions specified in sub-regulation (3) and sub-regulation (4) of regulation 7, as the
case may be, on a continuous basis.
Withdrawal of recognition
13. The recognition granted to a stock exchange or a clearing corporation may be withdrawn
in the manner provided under section 5 of the Act.
CHAPTER III
NETWORTH OF STOCK EXCHANGE AND CLEARING CORPORATION
Net worth requirements
14. (1) Every recognised stock exchange shall have a minimum networth of one hundred crore
rupees at all times:
(2) Every applicant seeking recognition as a clearing corporation under regulation 4 shall
have a minimum networth of one hundred crore rupees:
(3) (a) Every recognized clearing corporation, on commencement of operations, shall, on an

ongoing basis, maintain capital including retained earnings and reserves, as may be
24
Substituted for “(2)” by the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations)
specified by the Board from time to time, to adequately cover counterparty credit risk,
business risk, legal and operational risk.
(b) Every recognized clearing corporation shall hold additional capital to cover costs
required for orderly wind-down or recovery of operations.
(c) Every recognized clearing corporation shall maintain, at all times, a minimum net
worth of one hundred crore rupees or capital as determined under regulation 14(3)(a) and
14(3)(b), whichever is higher.
(4) A recognised stock exchange or a recognised clearing corporation shall not distribute
profits in any manner to its shareholders until the networth specified under sub-
regulations (1), (2) and (3), as the case may be, is achieved.
(5) Every recognised stock exchange or recognised clearing corporation shall submit an
audited networth certificate from the statutory auditor on a yearly basis by the thirtieth
day of September of every year for the preceding financial year.
Explanation I.—For the purposes of this regulation, 'networth of a stock exchange' means
the aggregate value of paid up equity share capital plus free reserves (excluding statutory
funds, benefit funds and reserves created out of revaluation) reduced by the investments
in businesses, whether related or unrelated, aggregate value of accumulated losses and
deferred expenditure not written off, including miscellaneous expenses not written off.
Explanation II.—For the purposes of this regulation, 'networth of a clearing corporation'

means the aggregate value of its liquid assets calculated in the manner as specified by
the Board from time to time.
CHAPTER IV
OWNERSHIP OF STOCK EXCHANGES AND CLEARING CORPORATIONS
Definitions
15. For the purposes of this Chapter:
(1) "banking company" shall have the same meaning as assigned to it in clause (c) of section
5 of the Banking Regulation Act, 1949 (10 of 1949);
(2) "insurance company" shall have the same meaning as assigned to it in sub-section (8) of
section 2 of the Insurance Act, 1938 (4 of 1938);
(3) "person resident in India" shall have the same meaning as assigned to it in clause (v) of
section 2 of the Foreign Exchange Management Act, 1999 (42 of 1999);
(4) "person resident outside India" shall have the same meaning as assigned to it in clause
(w) of section 2 of the Foreign Exchange Management Act, 1999 (42 of 1999).
(5) “public financial institution” shall have the same meaning as assigned to it in sub-section
(72) of section 2 of the Companies Act, 2013
General conditions
16. (1) Save as otherwise provided in these regulations, the shareholding or voting rights of any
person in a recognised stock exchange or a recognised clearing corporation shall not
exceed the limits specified in this Chapter at any point of time.
(2) The shareholding as specified in this Chapter shall include any instrument owned or
controlled, directly or indirectly, that provides for entitlement to equity or rights over equity at
any future date.
Shareholding in a recognised stock exchange
17. (1) The public holding in a recognised stock exchange shall not be less than fifty one per cent
of the paid up equity share capital of that recognised stock exchange.
(2) No person resident in India shall at any time, directly or indirectly, either individually or
together with persons acting in concert, acquire or hold more than five per cent of the
paid up equity share capital in a recognised stock exchange:
Provided that,—
(a) a stock exchange;
(b) a depository;
(c) a banking company;
(d) an insurance company; and
(e) a public financial institution,
may acquire or hold, either directly or indirectly, either individually or together with
persons acting in concert, upto fifteen per cent of the paid up equity share capital of a
recognised stock exchange.
(3) No person resident outside India, directly or indirectly, either individually or together
with persons acting in concert, shall acquire or hold more than five per cent of the paid
up equity share capital in a recognised stock exchange
Provided that,-
(a) a foreign stock exchange;
(b) a foreign depository;
(c) a foreign banking company;
(d) a foreign insurance company;
(e) a foreign commodity derivatives exchange; and
(f) a bilateral or multilateral financial institution approved by the Central Government,
recognised stock exchange.
Explanation.—For the purposes of this proviso, the persons referred to in clauses (a) to
(f) shall mean persons recognised/ incorporated outside India.
(4) Subject to the limits as otherwise prescribed by the Central Government from time to
time, the combined holding of all persons resident outside India in the paid up equity
share capital of a recognised stock exchange shall not exceed, at any time, forty-nine per
cent of its total paid up equity share capital
(5) No clearing corporation shall hold any right, stake or interest, of whatsoever nature, in
any recognised stock exchange.
Shareholding in a recognised clearing corporation
18. (1) The capital structure in a recognized clearing corporation shall be such that atleast fifty
one percent of its paid up equity share capital shall always be held by one or more
recognized stock exchange(s):
Provided that no recognised stock exchange shall, directly or indirectly, either

individually or together with persons acting in concert, acquire or hold more than fifteen
per cent of the paid up equity share capital in more than one recognised clearing
corporation.
(2) No person resident in India, except a recognised stock exchange as permitted in sub-
regulation (1), shall at any time, directly or indirectly, either individually or together with
persons acting in concert, acquire or hold more than five per cent. of the paid up equity
share capital in a recognised clearing corporation:
Provided that,—
(a) a depository;
(b) a banking company;
(c) an insurance company; and
(d) a public financial institution,
(3) No person resident outside India shall, directly or indirectly, either individually or
together with persons acting in concert, acquire or hold more than five per cent of the
paid up equity share capital in a recognised clearing corporation.
Provided that,-
(f) a bilateral or multilateral financial institution approved by the Central
Government,
recognized clearing corporation.
Explanation.—For the purposes of this proviso, the persons referred to in clauses (a) to
(f) shall mean persons recognised/ incorporated outside India.
(4) Subject to the limits as otherwise prescribed by the Central Government from time to
time, the combined holding of all persons resident outside India in the paid up equity
share capital of a recognised clearing corporation shall not exceed, at any time, forty-
nine per cent of its total paid up equity share capital.
Eligibility for acquiring or holding shares
19. (1) No person shall, directly or indirectly, acquire or hold any equity shares or voting rights
of a recognised stock exchange or recognized clearing corporation unless he is a fit and
proper person:
Provided that the onus shall be on the recognised stock exchange/ recognised clearing
corporation to ensure that all its shareholders are fit and proper persons:
Provided further that such a requirement to ensure that all its shareholders are fit and
proper persons shall not be applicable to a 25 [***] recognized stock exchange for
shareholding of a person who directly or indirectly, acquires or holds less than two
percent equity shares or voting rights of such 26[***] recognized stock exchange.
27
(2) [***]
(3) A person eligible to acquire or hold more than five per cent of the paid up equity share
capital under sub-regulation (2) and (3) of regulation 17 and sub-regulation (2) and (3)
of regulation 18 may acquire or hold more than five per cent of the paid up equity share
capital of a recognised stock exchange or a recognised clearing corporation only if he
has obtained prior approval of the Board.
(4) The application for seeking approval in terms of 28 [***] sub-regulation (3) of this
regulation shall be made to the Board in the manner specified at PART –F of Schedule
– II of these regulations through the concerned stock exchange / clearing corporation.
(5) The stock exchange / clearing corporation shall verify the declarations/ undertakings
given by the shareholders under sub-regulation (4) and forward the application along
with its recommendation for approval to the Board.
29
(6) [***]
25The word “listed” omitted by the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations)
(Second Amendment) Regulations, 2021 w.e.f. 13.08.2021.
26 Ibid.
27 Omitted by the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) (Second
Amendment) Regulations, 2021 w.e.f. 13.08.2021. Prior to its omission, it reads as –
“(2) Any person who acquires equity shares or voting rights, in a recognised stock exchange or recognized clearing
corporation, directly or indirectly, either individually or together with persons acting in concert, that entitles the
person(s) so acquiring to exercise any voting rights in the range of two percent to five per cent, shall seek approval
of the Board within fifteen days of such acquisition.”
28The words “sub-regulation (2) or” omitted by the Securities Contracts (Regulation) (Stock Exchanges and
Clearing Corporations) (Second Amendment) Regulations, 2021 w.e.f. 13.08.2021.
29Omitted by the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) (Second
Amendment) Regulations, 2021 w.e.f. 13.08.2021. Prior to its omission, it reads as –
(7) Any person holding two per cent. or more of the paid up equity share capital in a
recognised stock exchange or a recognised clearing corporation, as the case may be, shall
file a declaration within fifteen days from the end of every financial year to the
recognised stock exchange or recognised clearing corporation, as the case may be, that
he complies with the fit and proper criteria provided in these regulations.
Monitoring of shareholding limits
19A.The recognised stock exchange / recognised clearing corporation shall put in place a
monitoring mechanism as specified in Part G of Schedule – II of these regulations to ensure
compliance with the shareholding conditions specified in these regulations at all times.
30[Requirement and criteria of fit and proper

20(1) (a) The ‘fit and proper person’ criteria shall apply to the applicant, recognised stock
exchange, recognised clearing corporation, its shareholders, directors and key management
personnel at all times.
“(6) If approval under sub-regulation (2) is not granted by the Board to any person, such person shall forthwith
divest his entire shareholding in the recognised stock exchange / recognised clearing corporation.”
30
Substituted by the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) (Third
Amendment) Regulations, 2023 w.e.f 23-08-2023. Prior to its substitution, regulation 20 read as under:
“Requirement and criteria of fit and proper
20. (1) The recognised stock exchange/ recognised clearing corporation shall ensure that all its directors and key
management personnel are fit and proper persons at all times.
(2) For the purposes of these regulations, a person shall be deemed to be a fit and proper person if—
(a) such person has a general reputation and record of fairness and integrity, including but not limited
to—
(i) financial integrity;
(ii) good reputation and character; and
(iii) honesty;
(b) such person has not incurred any of the following disqualifications—
(i) the person or any of its whole time directors or managing partners, has been convicted by a court
for any offence involving moral turpitude or any economic offence or any offence against the
securities laws;
(ii) an order for winding up has been passed against the person;
(iii) the person, or any of its whole time directors or managing partners, has been declared insolvent and
has not been discharged;
(iv) an order, restraining, prohibiting or debarring the person or any of its whole time directors or
managing partners, from dealing in securities or from accessing the securities market, has been
passed by the Board or any other regulatory authority and a period of three years from the date of
the expiry of the period specified in the order has not elapsed;
(v) any other order against the person, or any of its whole time directors or managing partners, which
has a bearing on the securities market, has been passed by the Board or any other regulatory
authority, and a period of three years from the date of the order has not elapsed;
(vi) the Board has initiated recovery proceedings under the SEBI Act, 1992 and are pending;
(vii) the person has been found to be of unsound mind by a court of competent jurisdiction and the
finding is in force;
(viii) the person is financially not sound or has been categorized as a willful defaulter; and
(ix) any other disqualification as specified by the Board.
(3) If any question arises on the decision of a recognised stock exchange or recognized clearing corporation as
to whether a person is a fit and proper person, the Board's decision on such question shall be final.”
(b) The recognised stock exchange or recognised clearing corporation shall ensure that all
its shareholders, directors and key management personnel are fit and proper persons at all
times.
(2) For the purpose of these regulations, an applicant, a recognised stock exchange or a
recognised clearing corporation shall be deemed to be a fit and proper person, if -
(a) such a person has a general reputation and record of fairness and integrity, including but
not limited to -
(i) financial integrity;
(ii) good reputation and character; and
(iii) honesty;
(b) such a person has not incurred any of the following disqualifications —
(i) conviction of the person by a court for any economic offence or an offence of the
securities laws;
(ii) an Order for winding up has been passed against the person;
(iii) the person has been declared insolvent and has not been discharged;
(iv) an Order; restraining, prohibiting or debarring the person, from dealing in
securities or from accessing the securities market, has been passed by the Board and
a period of three years from the date of the expiry of the period specified in the Order
has not elapsed;
(v) any other Order against the person which has a bearing on the securities market,
has been passed by the Board and a period of three years from the date of the Order
has not elapsed:
Provided that for the purpose of sub-clauses (iv) and (v), any Order passed by the Board,
against a recognised stock exchange or recognised clearing corporation shall not affect the
operation of such recognised stock exchange or recognised clearing corporation unless
expressly mentioned in the Order.
(vi) the Board has initiated recovery proceedings under the Act or the Securities and
Exchange Board of India Act, 1992 (15 of 1992) that are pending;
(vii) the person is not financially sound or has been categorized as a wilful defaulter;
and
(viii) any other disqualification as may be specified by the Board from time to time.
(3) For the purpose of these regulations, the shareholders, directors or key management personnel
of the recognised stock exchange or recognised clearing corporation, shall be deemed to be fit and
proper if, -
(a) they fulfil the criteria specified under sub-regulation (2) of this regulation; and
(b) they have not been found to be of unsound mind by a court of competent jurisdiction
and have not been declared a fugitive economic offender; and
(c) they have not been convicted of an offence involving moral turpitude.
(4) If any director or key management personnel of a recognised stock exchange or recognised
clearing corporation is not deemed to be fit and proper under sub-regulation (3), the recognised
stock exchange or recognised clearing corporation shall replace such a person within thirty days
from the date of such disqualification, failing which the fit and proper person criteria may be
invoked against the recognised stock exchange or recognised clearing corporation.
(5) Any disqualification of the recognised stock exchange or recognised clearing corporation
under sub-regulation (2) shall not have any bearing on the fit and proper status of the directors or
key management personnel unless the directors or key management personnel are also found to
incur the same disqualification in the said matter.
(6) An order passed against the person by any other regulatory authority may be taken into
account by the Board while determining the fit and proper person criteria.
(7) If any question arises on the decision of a recognised stock exchange or recognized clearing
corporation as to whether a person is a fit and proper person, the decision of the Board on such
question shall be final.]
Disclosure of shareholding
31
21. [(1) Without prejudice to the provisions of the Act, rules and these regulations, the
recognised stock exchange(s) and the recognised clearing corporation(s) shall disclose
their shareholding pattern on their respective websites on a quarterly basis as per the
requirements and format specified for listed companies in terms of the provisions of the
Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.]
(2) A recognised stock exchange and a recognised clearing corporation shall monitor and
ensure compliance with this Chapter at all times.
Record keeping
22. In addition to the requirements under other laws in force, a recognised stock exchange and
recognised clearing corporation shall maintain and preserve all the books, registers, other
documents and records relating to the issue or transfer of its securities for a period of not
less than eight years.
32[CHAPTER
IV - A
LIMITED PURPOSE CLEARING CORPORATION
Applicability
22A. (1) The provisions of this Chapter shall only apply to the recognized limited purpose
clearing corporations.
31Substituted by the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) (Third
Amendment) Regulations, 2024 w.e.f. 30-07-2024. Prior to its substitution, it read as:
“(1) Without prejudice to the provisions of the Act, rules and these regulations, the recognised stock
exchange(s) and the recognised clearing corporation(s) shall disclose to the Board, in the format
specified by the Board, their shareholding pattern on a quarterly basis within fifteen days from the end
of each quarter, including therein the following: —
(a) the names of the ten largest shareholders along with the number and percentage of shares held
by them;
(b) the names of the shareholders falling under regulations 17 and 18 who had acquired shares in
that quarter.”
Regulations, 2020, w.e.f. 08-10-2020.
(2) All provisions under these regulations, except regulation 18, regulation 31 and
regulation 38, shall apply to the recognized limited purpose clearing corporation.
Shareholding in a recognised limited purpose clearing corporation
22B. (1) No person resident in India shall at any time, directly or indirectly, either individually
or together with persons acting in concert, acquire or hold more than five per cent. of the
paid-up equity share capital in a limited purpose clearing corporation:
Provided that, —
(a) a depository;
(b) a banking company;
(c) an insurance company;
(d) a recognised stock exchange;
(e) a recognised clearing corporation;
(f) a public financial institution;
(g) an asset management company of a mutual fund registered with the Board; and
(h) an asset management company of a pension fund registered with the Pension Fund
Regulatory and Development Authority;
persons acting in concert, up to fifteen per cent of the paid- up equity share capital of a
(2) No person resident outside India shall, directly or indirectly, either individually or
together with persons acting in concert, acquire or hold more than five per cent of the paid-
up equity share capital in a recognised clearing corporation.
Provided that, —
(f) a bilateral or multilateral financial institution approved by the Central Government,
persons acting in concert, up to fifteen per cent of the paid-up equity share capital of a
recognized clearing corporation.
Explanation. — For the purpose of this proviso, the persons referred to in clauses (a) to (f)
shall mean persons recognised/incorporated outside India.
(3) Subject to the limits as otherwise prescribed by the Central Government from time
to time, the combined holding of all persons resident outside India in the paid-up equity
share capital of a recognised clearing corporation shall not exceed, at any time, forty-nine
per cent of its total paid up equity share capital.
(4) The shareholding of persons setting up the limited purpose clearing corporation
shall be locked-in for a period of five years from the date of grant of recognition by the
Board.
Composition of the governing board of recognised limited purpose clearing corporation
33 [22C. (1) The governing board of a recognized limited purpose clearing corporation shall
include:
(a) nominee directors;
(b) independent directors;
(c) managing director; and
(d) such other directors as may be specified by the Reserve Bank of India or the Board
from time to time.
(2) The representative of the issuers of debt securities may be appointed on the
governing board of the recognized limited purpose clearing corporation on a rotational
basis and such a director shall be deemed to be a nominee director.]
Explanation. —For the purpose of sub-regulation (2), the representative of the issuers of
debt securities during a financial year shall be one of the top three issuers, which are public
sector undertakings, based on their issue size in the preceding financial year.]
Contribution to the Settlement Guarantee Fund
22D. (1) The contribution to the Fund as specified in regulation 37 shall be made by the recognized
limited purpose clearing corporation, the clearing members 34[, participants] and issuers of
the debt securities, in the manner as may be specified by the Board from time to time.
(2) Any shortfall in the Fund, shall be replenished by the recognized limited purpose
clearing corporation to the threshold level as may be specified by the Board from time to
time.
Utilization of profits and investments
22E. (1) The utilization of profits and investments by recognized limited purpose clearing
corporations shall be in accordance with the norms specified by the Board:
Provided that for the first five years from the date of grant of recognition by the board, there
shall be no distribution of dividend to the shareholders and the profits of recognized limited
purpose clearing corporation shall be transferred to the Fund specified in regulation 37.
33
Substituted by the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) (Amendment)
Regulations, 2022 w.e.f. 12.08.2022. Prior to its substitution, it read as:
*[“The representative of the issuers of debt securities may be appointed on the governing board of the recognized
limited purpose clearing corporation on a rotational basis and such a director shall be deemed to be a shareholder
director.
Explanation. — For the purpose of this sub-regulation, representative of issuers of debt securities during a financial
year shall be one amongst the top three issuers, which are public sector undertakings, based on their issue size in the
preceding financial year”.]
*Inserted by the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) (Amendment)
Regulations, 2020, w.e.f. 08-10-2020.
34
Inserted by the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) (Second
Amendment) Regulations, 2023, w.e.f. 24.07.2023.
(2) The limited purpose clearing corporation shall not carry on any activity whether
involving deployment of funds or otherwise without the prior approval of the Board:
Provided that the prior approval of the Board shall not be required in case of treasury
investments if such investments are as per the investment policy approved by the governing
board of limited purpose clearing corporation.
35[Dispute resolution Mechanism
22F. The recognized limited purpose clearing corporation shall put in place a dispute resolution
mechanism, for settlement of disputes or claims arising out of transactions cleared and
settled by it, in the manner as specified by the Board in consultation with the Reserve Bank
of India.]
36[General Provisions
22G. (1) The limited purpose clearing corporation shall ensure compliance with the provisions of
these regulations as well as directions issued by the Reserve Bank of India.
(2) In cases of different compliance requirements as specified under the provisions of these
regulations and the directions issued by the Reserve Bank of India, the compliance
requirements shall be made applicable to the limited purpose clearing corporation after
consultation with the Reserve Bank of India.]
22H. In case the limited purpose clearing corporation is required to obtain the prior approval of
the Board and the Reserve Bank of India, the limited purpose clearing corporation shall
obtain the prior approval of the Board before seeking approval from the Reserve Bank of
India.]
35
Regulations, 2022 w.e.f. 12.08.2022. Prior to its substitution, it read as:
*[Arbitration Mechanism
22F. The recognized limited purpose clearing corporation shall have arbitration mechanism for settlement of disputes
or claims arising out of transactions cleared and settled by it.]
* Inserted by the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) (Amendment)
Regulations, 2020, w.e.f. 08-10-2020.
36
Regulations, 2022 w.e.f. 12.08.2022.
CHAPTER V
GOVERNANCE OF STOCK EXCHANGES AND CLEARING CORPORATIONS
Composition of the governing board
23. (1) The governing board of every recognised stock exchange and recognised clearing
corporation shall include:
(a) 37[non-independent directors];

(b) public interest directors; and,
(c) managing director38[:]
39
[Provided that for the purpose of limited purpose clearing corporation, the nominee
director shall be treated as a 40[non-independent director] and the independent director
shall be treated as a public interest director.]
(2) Subject to the prior approval of the Board, the chairperson shall be elected by the
governing board from amongst the public interest directors.
(3) The number of public interest directors shall not be less than the number of 41 [non-
independent directors] on the governing board of a recognised stock exchange and
recognized Clearing Corporation.
(4) The managing director shall be included in the category of 42[non-independent directors]
43
[:]
44
[Provided that in case of a limited purpose clearing corporation, the managing director
shall not be included in the category of 45[non-independent directors].]
37 Substituted for the words “shareholder directors” by the Securities Contracts (Regulation) (Stock Exchanges and
Clearing Corporations) (Amendment) Regulations, 2023, w.e.f. 28-08-2023.
38
Substituted for the symbol “.” by the Securities Contracts (Regulation) (Stock Exchanges and Clearing
Corporations) (Amendment) Regulations, 2022 w.e.f. 12.08.2022.
39
Regulations, 2022 w.e.f. 12.08.2022.
40Substituted for the words “shareholder directors” by the Securities Contracts (Regulation) (Stock Exchanges and
41 Ibid.
42
Substituted for the words “shareholder directors” by the Securities Contracts (Regulation) (Stock Exchanges and
43
44
Regulations, 2022 w.e.f. 12.08.2022.
(5) Any employee of a recognised stock exchange or recognised clearing corporation may
be appointed on the governing board in addition to the managing director and such
director shall be deemed to be a 46[non-independent director].
(6) No trading member or clearing member or their associates and agents, irrespective of the
47
[recognised stock exchange or recognised clearing corporation] of which they are
members, shall be on the governing board of any recognised stock exchange or
(7) For the purposes of sub-regulation (6) above, a person who is a director in an entity,
that itself is a trading member or clearing member or has associate(s) as trading
member(s) or clearing member(s) shall be deemed to be a clearing member or trading
member:
Provided a person shall not be deemed to be clearing member and / or trading

member or their associate for the purpose of sub-regulation (6), if he/she is on the board
of a public financial institution or bank which is in public sector, or which either has no
identifiable ultimate promoter, or the ultimate promoter is in public sector or
has well diversified shareholding , and such Public Financial Institution or Bank or its
associate is a clearing member and / or trading member:
Provided further that the independent directors of the associates of Public Financial
Institution or Bank in public sector, who are clearing member and/or trading member
and where the majority shareholding is that of such public Financial institution or bank
in the public sector, shall not be deemed to be a clearing member and / or trading
member for the purpose of sub-regulation (6).
(8) The appointment of director shall be subject to the fulfillment of other requirements and
satisfaction of the Board.
(9) A recognised stock exchange and recognised clearing corporation, shall monitor and
ensure the compliance of sub-regulation (6) on continuous basis, to ensure that directors
appointed, on their governing board, do not get associated with trading member or
clearing member after approval of appointment.
(10) The number of public interest directors shall not be less than the number of 48 [non-
independent directors] to constitute the quorum for the meeting of the governing board.
(11) The voting on a resolution in the meeting of the governing board shall be valid only when
the number of public interest directors that have cast their vote on such resolution is
46 Ibid.
47Substituted for the words and symbol “stock exchange / clearing corporation” by the Securities Contracts
(Regulation) (Stock Exchanges and Clearing Corporations) (Amendment) Regulations, 2023, w.e.f. 28-08-2023.
48 Substituted for the words “shareholder directors” by the Securities Contracts (Regulation) (Stock Exchanges and
equal to more than the number of 49[non-independent directors] who have cast their vote
on such resolution.
(12) The casting vote in the meetings of the governing board of a recognised stock exchange
or a recognised clearing corporation shall be with the chairperson of the governing board.
(13) No foreign portfolio investor shall have any representation in the governing board of a
recognised stock exchange or a recognised clearing corporation.
50
[(14) (a) The governing board of the recognised stock exchange and the recognised clearing
corporation shall 51 [consist of] directors having the requisite qualifications and
experience in the areas of capital markets, finance and accountancy, legal and regulatory
practice, technology, risk management and management or administration:
Provided that the governing board of the recognised stock exchange and recognised
clearing corporation shall 52[consist of] at least one public interest director having the
requisite qualification and experience in each of the areas of capital markets, finance and
accountancy, legal and regulatory practice, and technology.
(b) The recognised stock exchange and recognised clearing corporation may also appoint
directors having qualification and experience in other areas which may be specific to
them:
Provided that the recognised stock exchange and recognised clearing corporation shall
ensure that the governing board collectively 53[consists of] directors with qualifications
and experience as specified at clause (a) above.
Nominees of the Board on the governing board of a recognised stock exchange and
23A. The Board may appoint one or more persons not exceeding three in number, as director(s)
on the governing board of any recognised stock exchange or recognised clearing corporation
and such director(s) shall enjoy the same status and power as the other directors of the
governing board.]
49 Ibid.
Regulations, 2023, w.e.f. 28-08-2023.
51 Substituted for the words “comprise of” by the Securities Contracts (Regulation) (Stock Exchanges and Clearing
Corporations) (Third Amendment) Regulations, 2023 w.e.f 23-08-2023.
52
Ibid
53Substituted for the words “comprises of” by the Securities Contracts (Regulation) (Stock Exchanges and
Clearing Corporations) (Third Amendment) Regulations, 2023 w.e.f 23-08-2023.
Conditions of appointment of directors
24. (1) The appointment and re-appointment of all 54 [non-independent directors] on the
governing board of every recognised stock exchange or recognised clearing
corporation shall be with the prior approval of the Board.
(2) The public interest directors on the governing board of the recognised stock
exchange(s) and the recognised clearing corporation(s) shall be 55[appointed with the
prior approval of ] the Board.
(3) Public interest directors shall be 56[appointed] for a term of three years, extendable by
another term of three years, subject to performance review in the manner as may be
specified by the Board:
Provided that post the expiry of term(s) at the recognized stock exchange or the
recognized clearing corporation, a public interest director may be 57[appointed with
the prior approval of] for a further term of three years in other recognized clearing
corporation or recognized stock exchange, or a depository, only after a cooling-off
period of one year:
Provided further that a person may be 58[appointed] as a public interest director

for a maximum of three terms across recognized stock exchanges 59[or] recognized
clearing corporations / depositories, subject to a maximum age limit of seventy five
years60[:]
61
[Provided further that in case of a limited purpose clearing corporation, the
maximum age limit shall be seventy years or as may be specified by the Reserve
Bank of India or the Board from time to time.]
(4) A public interest directors on the board of a recognized stock exchange or a recognized
clearing corporation shall not act simultaneously as director on the board of its
subsidiary or on the board of any other recognized stock exchange or recognized
55Substituted for the words “nominated by” by the Securities Contracts (Regulation) (Stock Exchanges and Clearing
Corporations) (Amendment) Regulations, 2023, w.e.f. 28-08-2023.
56Substituted for the words “nominated” by the Securities Contracts (Regulation) (Stock Exchanges and Clearing
59 Substituted for the symbol “/” by the Securities Contracts (Regulation) (Stock Exchanges and Clearing
60
61
Regulations, 2022 w.e.f. 12.08.2022.
clearing corporation or depository or on the board of subsidiary of such other
recognized stock exchange or recognized clearing corporation or depository.
(5) A public interest director on the board of a recognized stock exchange or a recognized
clearing corporation shall keep its governing board apprised of any conflict of interest,
which may arise as a result of the public interest director providing services, either
directly or indirectly, to any company listed or traded on that recognized stock
exchange, to any trading member or clearing member or their associates and agents
(6) No public interest director shall become a 62[non-independent directors] unless there
is a cooling-off period of three years after ceasing to be a public interest director.
(7) No public interest director on the board of a recognized stock exchange or a recognized
clearing corporation, shall become a director on the board of subsidiary of that
recognized stock exchange or recognized clearing corporation, as the case may be,
unless there is a cooling-off period of three years after ceasing to be a public interest
director.
(8) A public interest director on the board of a recognized stock exchange or a recognized
clearing corporation shall not act simultaneously as a member on more than five
committees of that recognized stock exchange or a recognized clearing corporation.
(9) Public interest directors shall be remunerated only by way of sitting fees as admissible
to independent directors in the Companies Act, 2013.
(10) If any issue arises as to whether an assignment or position of a public interest director
is in conflict with his role, the Board's decision shall be final.
(11) The application for appointment of Directors shall be made in the manner as specified
under PART –H of Schedule – II of these regulations.
Appointment of managing director
25. (1) The appointment, renewal of appointment and termination of service of the managing
director of a recognised stock exchange or a recognised clearing corporation shall be
subject to the prior approval of the Board.
(2) Every recognised stock exchange or recognised clearing corporation shall, subject to the
guidelines issued by the Board from time to time, determine the qualification, manner of
appointment, terms and conditions of appointment and other procedural formalities
associated with the selection/ appointment of the managing director.
(3) The appointment of the managing director shall be for a term not exceeding five years:
Provided that post the completion of the first term, the recognized stock exchange or the
recognized clearing corporation shall conduct the appointment process for appointment of
the Managing Director afresh:
Provided further that a person may be appointed as the Managing Director by the
recognized stock exchange or recognized clearing corporation for a maximum 63[period
of ten years], subject to a maximum age limit of sixty five years.
(4) The Managing director of a recognised stock exchange or a recognised clearing corporation
shall not—
(a) be a shareholder or an associate of a shareholder of a recognised stock exchange or

recognised clearing corporation or shareholder of an associate of a recognised stock
exchange or recognised clearing corporation, as the case may be;
(b) 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; or
(c) hold any position concurrently in the subsidiary of a recognised stock exchange or a
recognised clearing corporation or in any other entity associated with a recognised
stock exchange or a recognised clearing corporation:
Provided that the Managing Director of a recognised stock exchange may be appointed
on the governing board, but not as managing director, of the subsidiary of a recognised
stock exchange or a recognised clearing corporation.
(5) The Managing Director shall be liable for removal or termination of services by the
governing board of the recognised stock exchange or recognised clearing corporation with
the prior approval of the Board for failure to give effect to the directions, guidelines and
other orders issued by the Board or the rules, the articles of association, bye-laws and
regulations of the recognised stock exchange or the recognised clearing corporation.
(6) The Board may suo motu remove or terminate the appointment of the managing director if
deemed fit in the interest of securities market:
Provided that no managing director shall be removed unless he has been given a
reasonable opportunity of being heard.
(7) The conditions specified under this regulation for appointment of directors shall be
applicable to a person holding position as managing director in a stock exchange or a
clearing corporation on the date of commencement of these regulations.
Explanation: For the purpose of sub-regulation (7), the applicability shall be determined
post the completion of the existing term and the prior term(s) completed by a managing
director on the governing board of a recognized stock exchange or a recognized clearing
corporation shall also be considered while determining the eligibility.
63Substituted for the words “of two terms not exceeding five years each” by the Securities Contracts (Regulation)
(Stock Exchanges and Clearing Corporations) (Amendment) Regulations, 2023, w.e.f. 28-08-2023.
64
[Code of Conduct for the governing board, directors, committee members and key
management personnel]
26. 65[(1) The governing board, directors, committee members and key management personnel
of a recognised stock exchange and recognised clearing corporation shall abide by the
Code of Conduct specified under Part-B of Schedule-II of these regulations.]
66
[***]
(3) Every director and key management personnel of a recognised stock exchange and a
recognised clearing corporation shall be a fit and proper person as described in regulation
20.
67
[***]
Compensation and tenure of key management personnel
27. (1) A recognised stock exchange or a recognised clearing corporation shall constitute a
Nomination and Remuneration Committee comprising a majority of public interest
directors and chaired by a public interest director.
(2) The Nomination and Remuneration Committee shall determine the compensation of key
management personnel in terms of a compensation policy.
(3) The compensation policy shall be in accordance with the norms for compensation policy
specified under PART – I of Schedule – II of these regulations.
(4) The compensation payable to the managing director shall be as approved by the Board
and the terms and conditions of the compensation of the managing director shall not be
changed without prior approval of the Board.
64 Substituted for the words “Code of Conduct for directors and key management personnel” by the Securities
Contracts (Regulation) (Stock Exchanges and Clearing Corporations) (Amendment) Regulations, 2023, w.e.f. 28-
08-2023.
65
Regulations, 2023, w.e.f 28-08-2023. Prior to its substitution, sub-regulation (1) read as under –
“(1) Every director of a recognised stock exchange and a recognised clearing corporation shall abide by the Code of
Conduct specified under Part- A of Schedule- II of these regulations.”
66
Regulations, 2023, w.e.f. 28-08-2023. Prior to its omission, sub-regulation (2) read as under-
“(2) Every director and key management personnel of a recognised stock exchange and a recognised clearing
corporation shall abide by the Code of Ethics specified under Part- B of Schedule- II of these regulations.”
67
Regulations, 2023, w.e.f. 28-08-2023. Prior to its omission, sub-regulation (4) read as under-
“(4) The Board may, for any failure by the directors to abide by these regulations or the Code of Conduct or Code of
Ethics or in case of any conflict of interest, either upon a reference from the recognised stock exchange or the
recognised clearing corporation or suo motu, take appropriate action including removal or termination of the
appointment of any director, after providing him a reasonable opportunity of being heard.”
(5) The compensation given to the key management personnel shall be disclosed in the report
of the recognised stock exchange or recognised clearing corporation under section 134
of the Companies Act, 2013.
(6) The report under sub-regulation (5) shall 68[consist of] ratio of compensation paid to
each key management personnel, vis-a-vis. median of compensation paid to all
employees of the recognized stock exchange or recognized clearing corporation.
(7) The tenure of a key management personnel, other than a director, shall be for a fixed
period, as may be decided by the Nomination and Remuneration Committee.
Explanation: For the purpose of sub-regulation (7), the tenure refers to the period of
posting as key management personnel in a regulatory department, which shall be for a
fixed period
69[Segregation of functions
28. (1) Every recognised stock exchange and recognised clearing corporation shall identify its
functions and segregate them into the following verticals:
(a) Critical Operations;
(b) Regulatory, Compliance, Risk Management and Investor Grievances; and
(c) Other functions including business development.
(2) The functions of the verticals under sub-regulation (1) above are provided at Part C of
Schedule II of these regulations.
(3) The functions under the verticals as provided at clause (a) and (b) of sub-regulation (1)
shall be given higher priority in terms of resource allocation by the recognised stock exchange
and recognised clearing corporation over the functions under the vertical as provided at clause
(c) of sub-regulation (1).
(4) Every recognised stock exchange and recognised clearing corporation shall periodically
and objectively assess the adequacy of resources allocated to the first two verticals as
specified in sub-regulation (1).
(5) Every recognised stock exchange and recognised clearing corporation shall adopt a
"Chinese Wall" policy which separates the functions under vertical as provided at clause (b)
of sub-regulation (1) from the functions of other verticals.
68
Substituted for the words “comprise of” by the Securities Contracts (Regulation) (Stock Exchanges and Clearing
69
Regulations, 2023, w.e.f 28-08-2023. Prior to its substitution regulation 28 read as under-
“Segregation of regulatory departments
28. The recognised stock exchange and recognised clearing corporation shall segregate its regulatory departments
from other departments in the manner specified in Part - C of Schedule - II of these regulations.
(6) The employees referred to in sub-regulation (5) shall not communicate any information
concerning their activity to any one in other verticals and may be physically segregated from
employees in other verticals including with respect to access controls:
Provided that in exceptional circumstances, employees from other verticals may be given
confidential information on "need to know" basis, under intimation to the compliance officer.]
Statutory committees
29 (1) Every recognised stock exchange / recognized clearing corporation shall constitute the
committees as per sub-regulation (2) 70[,] sub-regulation (3) 71[and sub-regulation 3A].
(2)Functional committee, comprising 72[]:

(a) 73[Member 74[***] committee 75[and];]
(b)76[77[*]]
(c) Nomination and remuneration committee.
(3)Oversight committees, comprising 78[]:
(a) Standing committee on technology;

(b) 79[***]
70
Substituted for the words “and” by the Securities Contracts (Regulation) (Stock Exchanges and Clearing
Corporations) (Amendment) Regulations, 2023, w.e.f 28-08-2023.
71
Regulations, 2023, w.e.f. 28-08-2023.
72
Regulations, 2022, w.e.f. 12-08-2022. Prior to its omission, it read as “of”.
73
Regulations, 2019, w.e.f. 04-06-2019. Prior to its substitution, it read as “(a) Member selection committee;”
74 The words “and Core Settlement Guarantee Fund” omitted by the Securities Contracts (Regulation) (Stock
Exchanges and Clearing Corporations) (Third Amendment) Regulations, 2024 w.e.f. 30-07-2024.
75
Regulations, 2023, w.e.f. 28-08-2023.
76
Regulations, 2023, w.e.f. 28-08-2023. Prior to its submission, clause(b) read as under-
*[Grievance redressal committee]
* The word “investor” omitted by the by the Securities Contracts (Regulation) (Stock Exchanges and Clearing
77
Regulations, 2019, w.e.f. 04-06-2019. Prior to its omission, it read as “Investor”.
78
Omitted the word “of ”by the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations)
(Amendment) Regulations, 2022, w.e.f. 12-08-2022..
79
Omitted fby the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) (Amendment)
Regulations, 2023, w.e.f. 28-08-2023. Prior to its omission clause (b) read as under-
“(b) Advisory committee;”
(c) Regulatory oversight committee; and
(d) Risk management committee.
80
[(3A) Investment Committee.]
81
[(4) The composition, quorum and functions of the committees under sub-regulation (2), (3)
and sub-regulation (3A) shall be in the manner as specified by the Board from time to time.]
82
[Grievance Redressal Panel
29A. Every recognised stock exchange and recognised clearing corporation shall have Grievance
Redressal Panel(s) to resolve investor grievances which shall function in the manner as may
be specified by the Board.]
Appointment of compliance officer
30. (1) Every recognised stock exchange and recognised clearing corporation shall appoint a
compliance officer who shall be responsible for monitoring the compliance of the Act,
the Securities and Exchange Board of India Act, 1992, rules, regulations, or directions
issued thereunder and for the redressal of investors' grievances.
(2) The compliance officer shall immediately and independently, report to the Board any
non- compliance of any provision stated in sub-regulation (1) observed by him.
83
[(3) The compliance officer shall submit a report of any non-compliance of the Act, the
Securities and Exchange Board of India Act, 1992, rules, regulations, circulars or
directions issued thereunder and for the redressal of investors' grievances, to the Board
on a quarterly basis in the manner as may be specified by the Board.
Appointment of the chief risk officer
30A. (1) Every recognised stock exchange or recognised clearing corporation shall appoint a chief
risk officer to identify, monitor and initiate necessary steps to mitigate the risk associated
with the functioning of a recognised stock exchange or recognised clearing corporation.
(2) The chief risk officer shall be responsible for the overall risk management of the
recognised stock exchange or recognised clearing corporation and submit a report to the
Board on a half-yearly basis.]
80
Regulations, 2023, w.e.f. 28-08-2023.
81 Substituted by the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) (Amendment)
Regulations, 2023, w.e.f. 28-08-2023. Prior to its substitution, sub-regulation (4) read as under –
“(4) The composition, quorum and functions of the committees under sub-regulation (2) and sub-regulation (3) shall
be in the manner as specified by the Board from time to time.”
82
Regulations, 2023, w.e.f. 28-08-2023.
Regulations, 2023, w.e.f. 28-08-2023.
Contribution to the Settlement Guarantee Fund
31. (1) The contribution to the Fund as specified in regulation 37 shall be made by the recognised
stock exchange, the recognised clearing corporation and the clearing members, in the
manner as may be specified by the Board from time to time.
(2) In case of shortfall in the Fund, the recognised clearing corporation and the recognised
stock exchange shall replenish the Fund to the threshold level as may be specified by the
Board from time to time.
Transfer of penalties
32. Penalties levied by recognised stock exchange or recognised clearing corporation shall be
credited to its Investor Protection Fund or the Fund as specified in regulation 37, as the case
may be.
Disclosure and corporate governance norms
33. (1) The disclosure requirements and corporate governance norms as specified for listed
companies shall mutatis mutandis apply to a recognised stock exchange and a recognised
clearing corporation.
(2) The governing board of a recognised stock exchange or a recognised clearing corporation
shall confirm compliance of sub-regulation (1) in writing on half yearly basis.
(3) Recognised stock exchange and a recognised clearing corporation shall disclose resources
committed towards strengthening regulatory functions and towards ensuring compliance
with regulatory requirements applicable to the recognised stock exchange or recognised
clearing corporation, as the case may be, backed by an activity based accounting in the
report under section 134 of the Companies Act, 2013.
(4) The fees and charges levied by a recognised stock exchange or a recognised clearing
corporation shall be placed for review before the Oversight Committee of such recognised
stock exchange or recognised clearing corporation.
84
[(5) Every recognised stock exchange and recognised clearing corporation shall internally
conduct annual evaluation of its performance and the performance of its statutory
committees in such a manner as may be specified by the Board.
(6) Every recognised stock exchange and recognised clearing corporation shall also appoint
an independent external agency to evaluate its performance and the performance of its
Regulations, 2023, w.e.f. 28-08-2023.
statutory committees within such periodicity and in such a manner as may be specified by
the Board.
(7) Every recognised stock exchange and recognised clearing corporation shall disclose, on
their website, the agenda and minutes of its governing board meetings pertaining to
regulatory, compliance, risk management and investor grievance areas, after approval of
such minutes.
(8) If any director or key management personnel is or becomes aware of any act of
wrongdoing at the recognised stock exchange or recognised clearing corporation and fails
to report about it to its governing board or to the Board, such a person may be liable for
action under these regulations, after providing him a reasonable opportunity of being
heard.]
CHAPTER VI
GENERAL OBLIGATIONS
Clearing and settlement of trades
34. Every recognised stock exchange shall, with effect from the date specified by the Board in
this behalf, use the services of recognised clearing corporation(s) for clearing and settlement
of its trades.
Agreement between stock exchange and clearing corporation
35. (1) Subject to provisions of sub-regulation (2), a recognised stock exchange shall avail the
service of a recognised clearing corporation pursuant to an agreement in writing between
them stipulating their rights and obligations, the conditions for admission of securities for
clearing and settlement, risk management measures, charges for clearing and settlement
and other incidental and consequential matters.
85
[Provided that in case a recognised stock exchange enters into an arrangement with more
than one recognised clearing corporation, it shall enter into a multipartite agreement in
writing with such recognised clearing corporations to ensure interoperability among the
clearing corporations.]
(2) The recognised stock exchange shall extend its arbitration mechanism for settlement of
disputes or claims arising out of clearing and settlement of trades executed on such stock
exchange.
Regulations, 2019, w.e.f. 04-06-2019.
Admission of securities for clearing and settlement
36. (1) A recognised clearing corporation shall seek approval of the Board before extending its
services to any segment of a recognised stock exchange and before admitting any
securities for clearing and settlement.
(2) A recognized stock exchange shall not introduce any new segment without the prior
approval of the Board.
Fund to guarantee settlement of trades
37. (1) Every recognised clearing corporation shall establish and maintain a Fund by whatever
name called, for each segment, to guarantee the settlement of trades executed in respective
segment of a recognised stock exchange:
86
[***]
(2) In the event of a clearing member 87[or a participant] failing to honour his settlement
obligations, the Fund shall be utilized to complete the settlement.
(3) The corpus of the Fund shall be adequate to meet the settlement obligations arising on
account of failure of clearing member(s) 88[or participant(s)].
(4) The sufficiency of the corpus of the Fund shall be tested by way of periodic stress tests,
in the manner specified by the Board.
(5) The utilization of the Fund shall be in accordance with the norms specified by the Board.
Utilization of profits and investments
38. (1)The utilization of profits and investments by recognised clearing corporations shall be in
accordance with the norms specified by the Board.
(2) The recognized stock exchange or recognized clearing corporation shall not carry on any
activity whether involving deployment of funds or otherwise without prior approval of the
Board:
Provided that prior approval of the Board shall not be required in case of treasury
investments if such investments are as per the investment policy approved by the
governing board of recognized stock exchange or recognized clearing corporation;
86 Omitted by the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) (Amendment)
Regulations, 2019, w.e.f. 04-06-2019. Prior to its omission, the proviso read as:
“Provided that in case a recognised stock exchange enters into an arrangement with more than one recognised
clearing corporation, it shall enter into a multipartite agreement in writing with such recognised clearing
corporations to ensure interoperability among the clearing corporations.”
87
88
Provided further, that the recognised stock exchange and recognised clearing corporation
may engage in activities whether involving deployment of funds or otherwise that are
unrelated or not incidental to its activity as a stock exchange or clearing corporation, as
the case may be, 89[*] through a separate legal entity and subject to approval of the Board.
90
[(3) An employee of a recognised stock exchange or recognised clearing corporation shall
not simultaneously be an employee of any other company where the recognised stock
exchange or recognised clearing corporation has invested.
(4) A director, committee member or employee of a recognised stock exchange or a recognised

clearing corporation shall not receive any compensation or any other financial benefit from
the companies where the recognised stock exchange or recognised clearing corporation
has invested, other than fees and expenses related to the governing board and committee
meetings.]
91[Administration of specified intermediaries
38A. Notwithstanding anything contained in these regulations, with the approval of the Board,
the activities of administration and supervision over specified intermediaries may be
carried out by recognised stock exchange on such terms and conditions and to such an extent
as may be specified.]
Equal, fair and transparent access
39. (1) The recognised clearing corporation shall lay down a policy framework for ensuring that
there is no discrimination while rendering clearing and settlement services in settlement
of trades executed on shareholder stock exchange(s) and executed on non-shareholder
stock exchange(s).
(2)The framework under sub-regulation (1) shall be made available on the website of the
clearing corporation and shall provide the basis on which access to clearing and settlement
services of the clearing corporation has been provided to a shareholder stock exchange(s)
along-with the manner in which the said requirements should be complied by a non-
shareholder stock exchange(s) to obtain access to clearing and settlement services.
(3)The recognised clearing corporation and recognised stock exchange shall ensure equal,
unrestricted, transparent and fair access to all persons without any bias towards its
associates and related entities.
89
Regulations, 2019, w.e.f. 04-06-2019. Prior to its omission, it read as “except”.
90
Regulations, 2023, w.e.f. 28-08-2023.
Regulations, 2024, w.e.f. 26-04-2024.
(4)If any issue arises in rendering non-discriminatory access to services of a recognized
clearing corporation, the Board's decision shall be final.
92[Information and Data Sharing Policy
39A. (1) Every recognised stock exchange and recognised clearing corporation and the
company where the recognised stock exchange or recognised clearing corporation has
invested shall lay down a framework for sharing and monitoring of data, including
confidential and sensitive data.
(2) The policy framework shall contain: -
(a) means and manner of data sharing;
(b) types of data that can be shared;
(c) escalation matrix for data sharing;
(d) provisions to have a digital database for recording details of information shared
along with recipients and reasons for sharing, etc.;
(e) mechanism to monitor the data shared, through use of technology, including
periodic audits to ensure compliance with the policy framework; and
(f) accountability mechanism including fixing individual accountabilities for any
breach of data sharing policy.]
Maintenance of books of accounts and records
40. 93[(1) Every recognised stock exchange shall maintain and preserve the following books
of account and documents for a minimum period of eight years, namely: -
(a) Minute books of the meetings of—

(i) members;
(ii) governing body;
(iii) any standing committee or committees of the governing body or of the
general body of members.
(b) Register of members showing their full names and addresses and where any
member of the stock exchange is a firm, full names and addresses of all partners.
(c) Register of authorised clerks.
(d) Register of remisiers of authorised assistants.
(e) Record of security deposits.
(f) Margin deposits book.
(g) Ledgers.
Regulations, 2023, w.e.f. 28-08-2023.
93Substituted by the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) (Amendment)
Regulations, 2023, w.e.f. 28-08-2023. Prior to its submission, sub-regulation (1) read as under –
“(1)Every recognised stock exchange shall maintain and preserve the books of account and documents as per rule
14 of the rules.”
(h) Journals.
(i) Cash book.
(j) Bank pass-book.
(k) Such other books of accounts and documents as may be specified by the Board
from time to time.]
(2) Subject to the provisions of any other law for the time being in force, every recognised
clearing corporation shall maintain and preserve the following books of account and
documents for a minimum period of eight years, namely:-
(a) Minute books of the meetings of:
(i) governing board;
(ii) any committees of the governing board;
(b) Record of clearing members showing their full names, addresses and details of
bank and depository accounts for settlement purposes;
(c) Transaction records;
(d) Record of security deposits;
(e) Margin deposits book;
(f) Client margin collection details;
(g) Ledgers;
(h) Journals;
(i) Cash book;
(j) Bank account statement;
(k) Such other books of accounts and documents as may be specified by the Board
from time to time.
Submission of annual financial statements and returns
41. (1) Every recognised stock exchange and recognised clearing corporation shall furnish to the
Board its annual financial statements and returns as per rule 17 and 17A of the rules.
(2) The records as per sub-regulation (1) with respect to the preceding financial year shall be
furnished to the Board by the thirtieth of September of every year.
Bye-laws and rules of stock exchanges and clearing corporation
42. (1) A recognised stock exchange and recognised clearing corporation shall, with the prior
approval of the Board, make bye-laws for the regulation of contracts and clearing and
settlement, as the case may be, as per section 9 of the Act and these regulations.
(2) No memorandum of association, articles of association or any other constitution

document, in so far as they relate to matters specified in section 3 of the Act or under these
regulations and bye- laws of a recognised stock exchange or a recognised clearing
corporation, shall be amended except with prior approval of the Board.
(3) The Bye-laws of the clearing corporation and procedure for submitting amendments to
Articles/Rules/Bye-laws [*]94, etc., of a recognised stock exchange/ recognized clearing
corporation for approval of the Board shall be made in the manner as specified under PART
– E of Schedule – II of these regulations.
Settlement and netting
43. (1) The payment and settlement in respect of a transaction in a recognized stock exchange
and recognized clearing corporation shall be determined in accordance with the netting or
gross procedure as specified in the bye-laws of such recognized stock exchange and
recognized clearing corporation, with the prior approval of the Board
(2) Payment and settlement in respect of a transaction between parties referred to in sub-
regulation (1), effected under the bye-laws of a recognized stock exchange or recognized
clearing corporation, shall be final, irrevocable and binding on such parties.
(3) When a settlement has become final and irrevocable, the right of the recognized stock
exchange or the recognized clearing corporation, as the case may be, to appropriate any
collaterals or deposits or margins contributed by the trading member, clearing member or
client towards its settlement or other obligations in accordance with the bye-laws of the
recognised stock exchange or recognized clearing corporation shall take priority over any
other liability of or claim against the said trading member, clearing member or client, as
the case may be.
Explanation. - For removal of doubts, it is hereby declared that the settlement, whether
gross or net, referred to in this regulation is final and irrevocable as soon as the money,
securities or other transactions payable as a result of such settlement is determined,
whether or not such money, securities or other transactions is actually paid.
95[Obligation of Clearing Corporation in Commodity Derivatives
43A. Every recognized Clearing Corporation providing clearing and settlement services for
commodity derivatives shall ensure guarantee for settlement of trades including good
delivery.
Explanation: For the purpose of this regulation, “good delivery” shall mean the delivery of
goods that is in proper form to transfer title and is of the quality and quantity as per contract
specifications of the concerned exchange.]
94Omitted by the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) (Amendment)
Regulations, 2019, w.e.f. 04-06-2019. Prior to its omission, it read as “/Regulations”
Regulations, 2019, w.r.e.f. 03-10-2018.
Right of Clearing Corporation
44. The right of a recognised clearing corporation(s) to recover the dues from its clearing
members, arising from the discharge of their clearing and settlement functions, from the
collaterals, deposits and the assets of the clearing members, shall have priority over any other
liability of or claim against the clearing members.
96[Orderly Winding Down
44A (1) Every clearing corporation shall devise and maintain a framework for orderly winding
down of its critical operations and services covering both voluntary and involuntary scenarios.
(2) Every clearing corporation shall ensure that the framework provides for:-
a. the timely and orderly settlement or cessation or transfer of position(s), and/ or;
b. the transfer of the collateral(s) or deposit(s) or margin(s) or any other asset(s) of the
members to another recognized clearing corporation that would take over the operations
of the clearing corporation, and/or;
c. such other related matter.
(3) The framework referred to in sub-regulation (1) above, shall be in accordance with the
guidelines specified by the Board in this regard from time to time.]
CHAPTER VII
LISTING OF SECURITIES
Listing
45. (1) Subject to the provisions of the applicable laws in force, a recognised stock exchange may
apply for listing of its securities on any recognised stock exchange, other than itself and
its associated stock exchange, if,—
(a) it is compliant with the provisions of these regulations particularly those relating to
ownership and governance;
(b) it has completed three years of continuous trading operations immediately preceding
the date of application of listing; and
(c) it has obtained approval of the Board:
Provided the Board may specify such conditions as it may deem fit in the interest of
the securities market including those in relation to transfer of shares held by any
person.
96
Amendment) Regulations, 2022, w.e.f. 15-11-2022.
(2) A recognised stock exchange shall not list any securities of its associates.
(3) The securities of a recognised clearing corporation shall not be listed on any stock
exchange.
Dematerialization
46. Securities of a recognised stock exchange and a recognised clearing corporation shall be in
dematerialised form.
CHAPTER VIII
INSPECTION, ENQUIRIES AND ENFORCEMENT
Power to call for information
47. The Board may from time to time call for any information, documents or records from the
recognised stock exchange or the recognised clearing corporation, or their governing board
or any shareholder thereof.
Power of inspection
48. (1) The Board may at any time undertake inspection, conduct inquiries and audit of any
recognised stock exchange or recognised clearing corporation, any associate of such
exchange or clearing corporation, any shareholder of such stock exchange or clearing
corporation or any associate and agent of such shareholder.
(2) Where an inspection under sub-regulation (1) is undertaken by the Board, such recognised
stock exchange or recognised clearing corporation or shareholder or associate and every
manager, director, managing director, chairperson or officer and other employee of such
recognised stock exchange, recognised clearing corporation, shareholder or associate shall
cooperate with the Board.
97[Power to issue directions and levy penalty]
49. (1)Without prejudice to the exercise of its powers under the provisions of the Act or the
Securities and Exchange Board of India Act, 1992 and rules and regulations made thereunder,
the Board may, either suo motu or on receipt of any information or during pendency of any
inspection, inquiry or investigation or on completion thereof, in the interest of public or trade
or investors or the securities market, issue such directions as it deems fit, including but not
limited to any or all of the following:—
97Substituted for the heading “Directions by the Board” by the Securities Contracts (Regulation) (Stock Exchanges
and Clearing Corporations) (Amendment) Regulations, 2023, w.e.f. 28-08-2023.
(a) directing a person holding equity shares or rights over equity shares in a recognised
stock exchange or recognised clearing corporation in contravention of these regulations
to divest his holding, in such manner as may be provided in the direction;
(b) directing transfer of any proceeds or securities to the Investor Protection Fund of a
recognised stock exchange or Settlement Guarantee Fund of a recognised clearing
corporation;
(c) debarring any recognised stock exchange or recognised clearing corporation, any
shareholder of such recognised stock exchange or recognised clearing corporation, or
any associate and agent of such shareholder, or any transferee of shares from such
shareholder, directors and key management personnel of recognised stock exchange
and recognised clearing corporation from accessing the securities market or dealing in
securities for such period as may be determined by the Board.]
98
[(2) The Board may take action against a recognised stock exchange or recognised clearing
corporation, director, committee member, key management personnel, employee or any
other person associated with the recognised stock exchange or recognised clearing
corporation, for any contravention or abetting the contravention of these regulations,
including the Code of Conduct specified under these regulations, the provisions of the Act,
the Securities and Exchange Board of India Act, 1992, any rules or regulations framed
thereunder and any circulars or directions issued by the Board, either upon a reference or
suo motu, as it deems fit, including but not limited to any or all of the following:—
(a) debarring a recognised stock exchange or recognised clearing corporation from

introducing new products and services and restricting its existing activities, products
and services.
(b) imposing such monetary penalty as may be determined by the Board, on the
recognised stock exchange or recognised clearing corporation, directors, committee
members, key management personnel, employees or any other person associated with
the recognised stock exchange or recognised clearing corporation.
(c) restricting any such person to attend meetings or otherwise participate or involve
themselves in the functioning of the recognised stock exchange and recognised clearing
corporation.
Explanation– For the removal of any doubt, it is clarified that the power of the Board
to take appropriate action under sub-regulation (2) is without prejudice to the exercise
of its powers under the provisions of the Act, or the Securities and Exchange Board of
India Act, 1992 and the rules and regulations made thereunder:
Provided that the Board while taking action under clauses (a) and (b) above shall have
due regard to the factors, including but not limited to any or all of the following:—
(i) a mala fide intent; or
(ii) an act of commission or an act of omission; or
Regulations, 2023, w.e.f. 28-08-2023.
(iii) negligence, or
(iv) repeated instances of genuine decision making that went wrong.
(3) While adjudging the quantum of monetary penalty under the Act, or the Securities and
Exchange Board of India Act, 1992, the Board shall have due regard to the factors,
including but not limited to any or all of the following:—
(a) the amount of disproportionate gain or unfair advantage, wherever quantifiable,

made as a result of the default;
(b) the amount of loss caused to the recognised stock exchange or recognised clearing
corporation or the securities market as a result of the default; and
(c) the repetitive nature of the default.]
99[CHAPTER
VIII-A
POWER TO RELAX STRICT ENFORCEMENT OF THE REGULATIONS
Exemption from enforcement of the regulations in special cases.
49A. (1) The Board may, exempt any person or class of persons from the operation of all or any
of the provisions of these regulations for a period as may be specified but not exceeding twelve
months, for furthering innovation 100[***] relating to testing new products, processes, services,
business models, etc. in live environment of regulatory sandbox in the securities markets.
(2) Any exemption granted by the Board under sub-regulation (1) shall be subject to the applicant
satisfying such conditions as may be specified by the Board including conditions to be complied
with on a continuous basis.
Explanation. — For the purposes of these regulations, "regulatory sandbox" means a live testing
environment where new products, processes, services, business models, etc. may be deployed on
a limited set of eligible customers for a specified period of time, for furthering innovation in the
securities market, subject to such conditions as may be specified by the Board.]
CHAPTER IX
MISCELLANEOUS
Power to remove difficulties
50. In order to remove any difficulties in the interpretation or application of the provisions of
these regulations, the Board shall have the power to issue directions through guidance notes
or circulars.
99 Inserted by the SEBI (Regulatory Sandbox) (Amendment) Regulations, 2020, w.e.f. 17-04-2020.
100The words “in technological aspects” omitted by the Securities and Exchange Board of India (Regulatory
Sandbox) (Amendment) Regulations, 2021, w.e.f. 03-08-2021.
101[Power to relax the strict enforcement of the regulations.
50A (1) The Board may suo motu or upon an application made by a recognised stock exchange
or recognised clearing corporation, for reasons recorded in writing, grant relaxation from the
strict compliance of any of the provisions of these regulations subject to such conditions as
the Board deems fit to impose in the interests of investors in securities and the securities
market, if the Board is satisfied that:
(a) the non-compliance is caused due to factors beyond the control of the entity; or
(b) the requirement is procedural or technical in nature.
(2) The recognised stock exchange or recognised clearing corporation making an application
referred to under sub-regulation (1) shall pay a non-refundable fee of rupees one lakh
payable by way of direct credit in the bank account through NEFT/ RTGS/ IMPS or online
payment using the SEBI payment gateway or any other mode as may be specified by the
Board from time to time.]
Power to specify procedures and issue clarifications
51. For the purposes of implementation of these regulations and matters incidental thereto, the
Board may specify norms, procedures, processes, manners or guidelines as specified in these
regulations, by way of circulars to recognised stock exchange(s) and recognised clearing
corporation(s).
Repeal and savings
52. (1) On and from the commencement of these regulations, the Securities Contracts
(Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2012 and the
following circulars, shall stand rescinded:
(a) Circular No. CIR/MRD/DSA/33/2012, dated December 13, 2012 - Procedural norms
on Recognitions, Ownership and Governance for Stock Exchanges and Clearing
Corporations;
(b) Circular No. SEBI/HO/MRD/DSA/CIR/P/2016/30 dated January 22, 2016 -
Amendment to SEBI Circular CIR/MRD/DSA/33/2012 dated December 13, 2012
pursuant to amendment in Regulation 2(1)(b) of SECC Regulations, 2012.
(2) Notwithstanding such repeal, anything done or any action taken or purported to have been
taken or contemplated under the repealed regulations and circulars 102[referred to in sub-
regulation (1)] before the commencement of these regulations shall be deemed to have
been done or taken or commenced or contemplated under the corresponding provisions of
these regulations.
Regulations, 2023, w.e.f. 28-08-2023.
Regulations, 2021, w.e.f. 23-03-2021.
(3) After the repeal of the regulations and circulars referred to in sub-regulation (1), any
reference thereto in any regulation, guideline, circular or direction issued by the Board
shall be deemed to be a reference to the relevant provisions of these regulations.
103
[(4) On and from the commencement of the Securities Contracts (Regulation) (Stock
Exchanges and Clearing Corporations) (Amendment) Regulations, 2021, the Securities
and Exchange Board of India (Regulatory Fee on Stock Exchanges) Regulations, 2006,
shall stand repealed.
(5) On and from the date of repeal of Securities and Exchange Board of India (Regulatory
Fee on Stock Exchanges) Regulations, 2006, anything done or any action taken or
purported to have been taken or contemplated under the said regulations and circulars
before the commencement of Securities Contracts (Regulation) (Stock Exchanges and
Clearing Corporations) (Amendment) Regulations, 2021 shall be deemed to have been
done or taken or commenced or contemplated under the corresponding provisions of these
regulations.]
SCHEDULE -I
FORM A
[See regulations 4 and 12]
Application for recognition of clearing corporation under regulation 4/ Application for

renewal of recognition of clearing corporation under regulation 12 of the Securities
Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018
To
……………………….
……………………….
Subject: Application for recognition or renewal of recognition of a clearing corporation under

regulation 4/regulation 12 of the Securities Contracts (Regulation) (Stock Exchanges and
Clearing Corporations) Regulations, 2018.
Sir,
1. We/I on behalf of .................. (name and address of clearing corporation) being a clearing
corporation hereby apply for recognition/renewal of recognition for the purposes of the said Act
in respect of clearing and settlement of contracts in securities.
2. Two copies of the rules, memorandum and articles of association relating in general to the
constitution and management of the clearing corporation and two copies of the bye-laws for the
clearing and settlement of contracts in securities are enclosed.
103 Ibid.
3. All the necessary information required in the Annexure to this Form is enclosed. Any
additional information will be furnished as and when called for by the Board.
4. 104[We/I, on behalf of the said clearing corporation, hereby undertake to comply with
the requirements of section 4 of the said Act and such other conditions and terms as may
be contained in the certificate of recognition or be provided or imposed subsequently.
Proof of payment by way of direct credit into the bank account through NEFT/RTGS/IMPS or
online payment using the SEBI Payment Gateway or any other mode as may be specified by the
Board from time to time, towards payment of fees as specified in regulation 5/ regulation 12 of
the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations,
2018, is attached.]
Yours faithfully,
Authorised signatory
104
Substituted by the Securities and Exchange Board of India (Payment of Fees and Mode of Payment)
(Amendment) Regulations, 2023 w.e.f 01-04-2023. Prior to its substitution, clause (4) read as under -
“4. We/I, on behalf of the said clearing corporation, hereby undertake to comply with the requirements of section 4
of the said Act and such other conditions and terms as may be contained in the certificate of recognition or be
provided or imposed subsequently.
Proof of payment by way of direct credit in the bank account through NEFT/RTGS/IMPS or any other electronic
mode permitted by RBI or through Demand Draft Nodated drawn in favour of Securities and Exchange Board
of India towards payment of fees as specified in regulation 5/ regulation 12 of the Securities Contracts (Regulation)
(Stock Exchanges and Clearing Corporations) Regulations, 2018,is attached.”
ANNEXURE TO FORM 'A'
Part I — General
1. Name of the applicant clearing corporation.

2. Address.
3. Date of establishment or incorporation of a clearing corporation.
4. Is your clearing corporation a joint stock company (state whether public or private) registered
under the Companies Act?
5. Give details of your capital structure and attach three copies of the audited balance sheets and
profit and loss account of the clearing corporation for the preceding three years.
6. Give details of shareholding pattern of the clearing corporation.
7. Has your business viability plan been appraised by a reputed agency having expertise in
securities market for its viability? Give a copy of the appraisal report.
8. Have you entered into an agreement with recognised stock exchange(s) for clearing and
settling its trades? Give the name of such stock exchange(s) and details of its organisation and
management.
Part II — Clearing membership of clearing corporation.
9. State the number of clearing members at the time of application. Also specify how many are
inactive.
10. State whether there is any provision, resolution or convention for limiting the number of
clearing members and whether in pursuance thereof you have fixed a ceiling on the number
of clearing members that you would admit.
11. Do you insist on any minimum qualifications and experience before enrolling new clearing
members? If so, give details.
12. State the different classes of clearing members, if any, the number thereof and the privileges
enjoyed by each class. What is the procedure followed by your clearing corporation for the
admission of different classes of new clearing members?
13. What are the rates of your annual subscription in respect of the different classes of clearing
members?
14. Do you collect any security deposit from your clearing members? If so, give details and also
state the manner in which such deposits are utilised and the rate of interest allowed, if any.
15. Do you collect any admission or entrance fees from your clearing members? If so, how much?
16. Do you insist on your clearing members divesting themselves of other activities either as
principal or as employee?
17. Give details of the scale of brokerage and other charges, if any, specified by your clearing
corporation.
18. Do you prescribe standard form of agreement to be entered with the trading member for
engaging the services of your clearing member? Attach two copies of such agreement.
19. What are the measures adopted by you to regulate or prohibit advertising or issuing circulars
by your clearing members?
20. Do you require clearing members to supply such information or explanation and to produce
such books relating to their business as your governing board may require?
21. Do you undertake periodic inspection of your clearing members? Give details including the
number of annual inspections and manpower available for conducting inspection.
Part III — Governing Board
22. What is the present strength of your governing board? Give details of the constitution, powers
of management, election and tenure of office of members of the governing board, and the
manner in which its business is transacted.
23. Are any trade or commercial interest represented on your governing board? If so, give details
of interests represented.
24. Do you associate members of investors associations with the management of your clearing
corporation? If so, state the manner in which it is done.
25. Are there any Government or the Board representatives on your governing board? If so,
furnish their names.
26. How many public interest directors are there on the governing board? Furnish their names,
qualifications and experience.
105
[***]
28. Do you have any provision for the appointment of standing or ad hoc subcommittees of the
governing board? If so, furnish details of their composition, appointment, term of office,
powers and functions.
29. Give the designations, powers and duties of key management personnel of your clearing
corporation. Give details as to the mode of their appointment, tenure of office and
remuneration.
30. What are the disciplinary powers with the governing board to enforce due compliance by
clearing members of the rules and bye-laws of the clearing corporation and generally to ensure
proper standard of business conduct?
31. What provisions have you made for the levy and recovery of fees, fines and penalties?
Part IV — Clearing and Settlement

32. Describe the clearing and settlement system of the clearing corporation.
33. State the different kinds of products being cleared and settled or proposed to be cleared and
settled in your clearing corporation (e.g., equity, equity derivative, currency derivatives,
interest rate derivatives, debt instruments, etc.). State the period of delivery, payment and the
settlement mechanism in each case.
34. What are the conditions subject to which trades are settled and cleared on your clearing
corporation?
105
Omitted by the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) (Third
Amendment) Regulations, 2024 w.e.f. 30-07-2024. Prior to omission, it read as:
“27. Do your rules provide for the direct election by clearing members on the Advisory Committee of the
governing board? If so, give details of its constitution, tenure, powers and functions.”
35. What are your requirements for admitting derivative transactions for clearing and settlement?
36. Do you have the right to prohibit, withdraw or suspend clearing and settlement of dealings
admitted for clearing and settlement? If so, under what circumstances is this right exercised?
37. Give details of the clearing and settlement charges and other charges, if any, levied by your
38. What provisions have you made for periodical settlement of contracts and differences
thereunder, the delivery of, and payment for securities and the passing of delivery orders?
(a) How do you fix, alter or postpone the dates of settlement?
(b) Do you provide any safeguards for the prevention of market manipulation, especially in the
case of physical delivery of shares in the derivative markets and for meeting emergencies in
settlement? Give details.
(c) Provide a detailed assessment of the measures adopted to address the various risks faced by
the clearing corporation in terms of the BIS-IOSCO paper on 'Principles for Financial Market
Infrastructures.'
(d) Do you publish any statistics in regard to business done on the clearing corporation including
the value of Settlement Guarantee Fund and transactions settled through the clearing
corporation, if maintained? In particular, have you evolved any machinery for computing the
gross and net exposure of the clearing corporation and the value of clearing and settling of
different kinds of contracts permitted on your clearing corporation? Give details.
(e) (a) Do you have any bye-laws, contravention of which makes a contract void?
(2) Do you have necessary infrastructure, margin mechanism and adequate risk management
mechanism to ensure market safety and integrity? Give Details
(3) Do you undertake any other activity other than clearing and settling? Give Details.
(4) What is your net worth? Give Details.
(5) Give details of business hours?
(6) What are the conditions subject to which dealings are admitted for clearing and
settlement?
(f) Do you maintain Settlement Guarantee Fund? Give details of the corpus of the settlement
guarantee fund, its contribution, circumstances for utilisation, priority of utilisation, etc
(g) How do you ensure the adequacy of the Settlement Guarantee Fund? Do you perform stress
tests on a periodic basis. Give details and results of the latest stress test.
(h) What is the netting procedure adopted by the clearing corporation for determining the
obligations of the clearing member?
(i) What is your policy in respect of settling trades of shareholder stock exchange and non-
shareholder stock exchange?
(j) Do you have any provisions for regulating the volume of business and exposure taken by any
individual clearing member other than through a system of margins? If so, give details.
(k) What provisions have you made for regulating— (a) the entering into contracts, their
performance and rescission (b) the consequences of breach, default or insolvency on the part
of trading or clearing members whether acting as buyers, sellers or intermediaries?
Part V — Infrastructure
(l) Do you have any machinery for arbitration of disputes between clearing members and/or
between clearing members and their constituents and trading member and clearing member?
Give details.
(m) Have you established connectivity with the depositories, clearing banks, stock exchange and
clearing members? Give details.
(n) What is the average load that is being handled by your systems? What is the peak load that
can be handled and the extent of scalability of the systems in times of stress?
(o) What is your business continuity plan? Give details including details of the disaster
recovery site.
(p) What are the names, qualifications and expertise of your key management personnel?
FORM B
[See regulation 9 and 12]
The Securities and Exchange Board of India
No ..................................... The Securities and Exchange Board of India, having considered the
application for grant of recognition/renewal of recognition under regulation 4/regulation 12 of the
Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations,
2018 by............................. (name and address of clearing corporation) and being satisfied that it
would be in the interest of the trade, in the interest of securities market and also in the public
interest so to do, hereby grants, in exercise of the powers conferred by section 4 read with sub-
section (4) of section 8A of the Securities Contracts (Regulation) Act, 1956,
recognition to the said clearing corporation for .................. year/years ending ...................... 20
...... subject to the conditions stated herein below or as may be prescribed or imposed hereafter.
Seal of the Board

Date:
Place: Mumbai
Signature of Officer
SCHEDULE - II
106[Part-A
[See regulation 10A]
106
Regulations, 2023, w.e.f. 28-08-2023. Prior to its substitution, it read as under -
Code of conduct for the directors on the governing board
1. Meetings and minutes.
Every director of the recognised stock exchange and recognised clearing corporation shall—
(a) not participate in discussions on any subject matter in which any conflict of interest exists or arises,
whether pecuniary or otherwise, and in such cases the same shall be disclosed and recorded in the
minutes of the meeting;
(b) not encourage the circulation of agenda papers during the meeting, unless circumstances so require;
(c) offer their comments on the draft minutes and ensure that the same are incorporated in the final
minutes;
(d) insist on the minutes of the previous meeting being placed for approval in subsequent meeting;
(e) endeavour to have the date of next meeting fixed at each governing board meeting in consultation with
other members of the governing board;
(f) endeavour to ensure that in case all the items of the agenda of a meeting were not covered for want of
time, the next meeting is held within fifteen days for considering the remaining items.
2. Code of Conduct for the public interest directors.

(a) In addition to the conditions stated in Para (i) above, public interest directors of the recognised stock
exchange or recognised clearing corporation shall, endeavour to attend all the governing board
meetings and they shall be liable to vacate office if they remain absent for three consecutive meetings
of the governing board or do not attend seventy five per cent. of the total meetings of the governing
board in a calendar year.
(b) Public interest directors shall meet separately, at least once in six months to exchange views on critical
issues.
(c) The public interest directors shall identify important issues which may involve conflict of interest for
the stock exchange/ clearing corporation, or may have significant impact on the functioning of
recognised stock exchange or recognised clearing corporation, or may not be in the interest of securities
market. The same shall be reported to the Board.
3. Strategic planning.
(a) participate in the formulation and execution of strategies in the best interest of the recognised stock
exchange or recognised clearing corporation and contribute towards pro-active decision making at
the governing board level;
(b) give benefit of their experience and expertise to the recognised stock exchange or recognised clearing
corporation and provide assistance in strategic planning and execution of decisions.
4. Regulatory compliances.
(a) ensure that the recognised stock exchange or recognised clearing corporation abides by all the
applicable provisions of the Securities and Exchange Board of India Act, 1992, Securities Contracts
(Regulation) Act, 1956, the Depositories Act, 1996, rules and regulations framed thereunder and the
circulars, directions issued by the Board from time to time;
(b) ensure compliance at all levels so that the regulatory system does not suffer any breaches;
(c) ensure that the recognised stock exchange or recognised clearing corporation takes steps
commensurate to honour the time limit stipulated by Board for corrective action;
(d) not support any decision in the meeting of the governing board which may adversely affect the
interest of investors and shall report forthwith any such decision to the Board.
5. General responsibility.
(a) place priority for redressing investor grievances and encouraging fair trade practice so that the
recognised stock exchange or recognised clearing corporation becomes an engine for the growth of
the securities market;
(b) endeavour to analyse and administer the recognised stock exchange or recognised clearing
corporation issues with professional competence, fairness, impartiality, efficiency and effectiveness;
(c) submit the necessary disclosures/statement of holdings/dealings in securities as required by the
recognised stock exchange or recognised clearing corporation from time to time as per their Rules or
Articles of Association;
(d) unless otherwise required by law, maintain confidentiality and shall not divulge/disclose any
information obtained in the discharge of their duty and no such information shall be used for personal
gains;
(e) maintain the highest standards of personal integrity, truthfulness, honesty and fortitude in discharge
of their duties in order to inspire public confidence and shall not engage in acts discreditable to their
responsibilities;
(f) perform their duties in an independent and objective manner and avoid activities that may impair, or
may appear to impair, their independence or objectivity or official duties;
(g) perform their duties with a positive attitude and constructively support open communication,
creativity, dedication, and compassion;
(h) not engage in any act involving moral turpitude, dishonesty, fraud, deceit, or misrepresentation or
any other act prejudicial to the administration of the recognised stock exchange or recognised clearing
corporation.
PART - B
[See regulation 26(2)]
Code of Ethics for directors and key management personnel of stock exchanges or clearing corporations
The 'Code of Ethics' for directors and key management personnel of the recognised stock exchanges or recognised
clearing corporations, is aimed at improving the professional and ethical standards in the functioning of recognised
stock exchanges or recognised clearing corporations thereby creating better investor confidence in the integrity of
the securities market.
1. Objectives and underlying principles.

The Code of Ethics for directors and key management personnel of the recognised stock exchange or
recognised clearing corporation seeks to establish a minimum level of business/ professional ethics to be
followed by these directors and key management personnel, towards establishing a fair and transparent
marketplace. The Code of Ethics is based on the following fundamental principles:
(a) Fairness and transparency in dealing with matters relating to the stock exchange or clearing
corporation and the investors.
(b) Compliance with all laws/ rules/ regulations laid down by regulatory agencies/ recognised stock
exchange/ recognised clearing corporation.
(c) Exercising due diligence in the performance of duties.
(d) Avoidance of conflict of interest between self interest of directors/ key management personnel and
interests of recognised stock exchange or recognised clearing corporation and investors.
2. Regulatory oversight committee.
For overseeing implementation of this Code, a regulatory oversight committee shall be constituted by every
recognised stock exchange and recognised clearing corporation under the respective governing board.
3. General standards.
(a) Directors and key management personnel shall endeavour to promote greater awareness and
understanding of ethical responsibilities.
(b) Directors and key management personnel, in the conduct of their business shall observe high standards
of commercial honour and just and equitable principles of trade.
(c) The conduct of directors and key management personnel in business life should be exemplary which will
set a standard for other members of the recognised stock exchange or recognised clearing corporation.
(d) Directors and key management personnel shall not use their position to give/get favours to/from
the executive or administrative staff of the stock exchange or clearing corporation, technology
or service providers and vendors of the recognised recognised stock exchange or recognized clearing
corporation, or any listed company at the recognised stock exchange.
(e) Directors and key management personnel shall not commit any act which will put the reputation of the
recognised stock exchange or recognised clearing corporation, in jeopardy.
(f) Directors, committee members and key management personnel of the recognised stock exchange or
recognised clearing corporation, should comply with the provisions of all applicable law to the securities
market.
4. Disclosure of dealings in securities by key management personnel of the stock exchange or clearing
corporation.
(a) Key management personnel of the recognised stock exchange or recognised clearing corporation shall
disclose on a periodic basis as determined by the recognized stock exchange or recognised clearing
corporation (which could be monthly), all their dealings in securities, directly or indirectly, to the
governing board/ regulatory oversight committee/ Compliance Officer.
(b) The dealings in securities shall also be subject to trading restrictions for securities about which key
management personnel in the recognised stock exchange or recognised clearing corporation may have
unpublished price sensitive information. Requirement laid down under Securities and Exchange Board
of India (Prohibition of Insider Trading) Regulations, 2015 shall be referred in this regard.
(c) All transactions must be of an investment nature and not speculative in nature. Towards this end, all
securities purchased must be held for a minimum period of sixty days before they are sold. However, in
specific/exceptional circumstances, sale can be effected anytime by obtaining pre-clearance from the
Compliance Officer to waive this condition after recording in writing his satisfaction in this regard.
Explanation.—"securities" for the purposes of this Code shall not include mutual fund units.
5. Disclosure of dealings in securities by directors of the stock exchange or clearing corporation.

(a) All transactions / dealings in securities by the directors and their relatives shall be disclosed to the
governing board of the recognised stock exchange or recognised clearing corporation.
(b) All directors shall also disclose the trading conducted by firms/corporate entities in which they hold
twenty per cent. or more beneficial interest or hold a controlling interest, to the stock exchange/clearing
corporation.
(c) The details including time period for disclosure under clause 5 (a) and 5 (b) above shall be prescribed by
the stock exchange/clearing corporation, provided that the time period for disclosure shall not be later
than fifteen days of the transaction / dealing.
(d) Directors who are Govt. of India nominees or nominees of Govt. of India statutory bodies or Public
Financial Institutions and are governed by their own codes shall be exempt from this requirement.
6. Avoidance of conflict of interest.
a) No director of the governing board or member of any committee of the recognised stock exchange
or recognised clearing corporation shall participate in any decisionmaking/adjudication in respect of any
person /matter in which he is in any way, directly or indirectly, concerned or interested.
b) Whether there is any conflict of interest or not in a matter, shall be decided by the governing board.
7. Disclosures of beneficial interest.
All directors and key management personnel shall disclose to the governing board, upon assuming office
and during their tenure in office, whenever the following arises:—
(a) any fiduciary relationship of self and family members and directorship/partnership of self and family
members in any trading member or clearing member;
(b) shareholding, in cases where the shareholding of the director/key management personnel, directly or
through his family exceeds 5 per cent. in any listed company or in other entities related to the securities
markets;
(c) any other business interests.
8. Role of the Chairperson and directors in the day to day functioning of the stock exchange or clearing
corporation.
(a) The Chairperson and directors shall not interfere in the day to day functioning of the recognised stock
exchange or recognised clearing corporation and shall limit their role to decision making on policy
issues and to issues as the governing board may decide.
(b) The Chairperson and directors shall abstain from influencing the employees of the recognised stock
exchange or recognised clearing corporation in conducting their day to day activities.
(c) The Chairperson and directors shall not be directly involved in the function of appointment and
promotion of employees unless specifically so decided by the governing board.
9. Access to information.
(a) Directors shall call for information only as part of specific committees or as may be authorised by the
governing board.
(b) There shall be prescribed channels through which information shall move and further there shall be
audit trail of the same. Any retrieval of confidential documents/ information shall be properly recorded.
(c) All such information, especially which is non-public and price sensitive, shall be kept confidential and
not be used for any personal consideration/ gain.
(d) Any information relating to the business/operations of the recognised stock exchange or recognised
clearing corporation, which may come to the knowledge of directors/ key management personnel
during performance of their duties shall be held in strict confidence, shall not be divulged to any third
party and shall not be used in any manner except for the performance of their duties.
10. Misuse of position.
Directors/ committee members shall not use their position to obtain business or any pecuniary benefit in the
organization for themselves or family members.
11. Regulatory Oversight committee to lay down procedures.
(a) The regulatory oversight committee shall lay down procedures for the implementation of the code and
prescribe reporting formats for the disclosures required under the code.
(b) The Compliance Officer shall execute the requirements laid down by the regulatory oversight
committee.
While the objective of this Code is to enhance the level of market integrity and investor confidence, it is
emphasized that a written code of ethics may not completely guarantee adherence to high ethical standards.
This can be accomplished only if directors and key management personnel of the recognised stock exchange
or recognised clearing corporation commit themselves to the task of enhancing the fairness and integrity of
the system in letter and spirit.
PART – C
[See regulation 28]
Measures to ensure segregation of regulatory departments

(1) In order to ensure the segregation of regulatory departments, every recognised stock exchange and
recognised clearing corporation shall adopt a "Chinese Wall" policy which separates the regulatory
departments of the recognised stock exchange or recognised clearing corporation from the other
departments. The employees in the regulatory departments shall not communicate any information
concerning regulatory activity to any one in other departments. The employees in regulatory areas may be
physically segregated from employees in other departments including with respect to access controls. In
exceptional circumstances employees from other departments may be given confidential information on
"need to know" basis, under intimation to the Compliance Officer.
(2) Regulation 28 of these Regulations mandate segregation of regulatory departments from other departments.
For this purpose, an indicative list of regulatory departments is given below. The governing board of the
stock exchange/ clearing corporation may specify any other department having a regulatory function in
addition to the list given below as a regulatory department.
(3) Departments handling the following functions shall be considered as regulatory departments in a Stock
Exchange:-
(a) surveillance,
(b) listing,
(c) member registration,
Code of Conduct for Stock Exchanges and Clearing Corporations
A recognised stock exchange and a recognised clearing corporation shall:
(a) always abide by the provisions of the Act, Securities and Exchange Board of
India Act, 1992, any Rules or Regulations framed thereunder, circulars,
guidelines and any other directions issued by the Board from time to time.
(b) adopt appropriate due diligence measures.
(c) take effective measures to ensure implementation of risk management
framework and good governance practices.
(d) take appropriate measures towards investor protection and education of
investors.
(e) treat all its applicants or members in a fair and transparent manner.
(f) promptly inform the Board of violations of the provisions of the Act,
Securities and Exchange Board of India Act, 1992, rules, regulations,
circulars, guidelines or any other directions by any of its members or issuer.
(g) take a proactive and responsible attitude towards safeguarding the interests
of investors, integrity of stock exchange’s or clearing corporation’s systems
and the securities market.
(d) compliance,
(e) inspection,
(f) enforcement,
(g) arbitration,
(h) default,
(i) investor protection,
(j) investor services,
(4) Departments handling the following functions shall be considered as regulatory departments in a Clearing
Corporation:-
(a) Risk management,
(b) member registration,
(c) compliance,
(d) inspection,
(e) enforcement,
(f) default,
(g) investor protection,
(h) investor services,
(5) The recognized stock exchange / recognized clearing corporation shall ensure that the regulatory
departments viz., surveillance, inspection, risk management, default, investor protection, investor services
etc, are sufficiently staffed with adequate number of persons having professional and relevant experience at
all times.
(h) endeavor for introduction of best business practices amongst itself and its
members.
(i) act in utmost good faith and shall avoid conflict of interest in the conduct of
its functions.
(j) not indulge in unfair competition, which is likely to harm the interests of any
other stock exchange or clearing corporation, their members or investors or
is likely to place them in a disadvantageous position while competing for or
executing any assignment.
(k) Segregate roles and responsibilities of key management personnel within the
stock exchange and clearing corporation including
i. Clearly mapping legal and regulatory duties to the concerned position
ii. Defining delegation of powers to each position
iii. Assigning regulatory, risk management and compliance aspects to
business and support teams
(l) be responsible for the acts or omissions of its employees in respect of the
conduct of its business.
(m) monitor the compliance of the rules and regulations by the members and shall
further ensure that their conduct is in a manner that will safeguard the interest
of investors and the securities market.
Part-B
Code of Conduct for governing board, directors, committee members and key
management personnel
I. Governing Board
The governing board of the recognised stock exchange and recognised clearing
corporation shall-
a) evaluate profitability margins of the stock exchanges or clearing corporations.

b) ensure adequacy of resource allocation (both financial and human) towards
regulatory compliances.
c) focus on strategy, policy level issues and important matters and may review the
day-to-day operational matters only in exceptional cases.
d) oversee the critical operations including technology as well as the regulatory,
risk management, compliance and investor grievance redressal functions of the
stock exchange or clearing corporation.
e) take the lead in succession planning for the managing director and other key
positions.
f) play an active role in defining, establishing and documenting risk management
framework, covering risk appetite or risk tolerance policy of the stock exchange
or clearing corporation and ensure that the policy contains the following:-
i. role of risk appetite in key processes

ii. clear quantitative metrics and thresholds to monitor performance of the
stock exchange’s or clearing corporation’s risk appetite
iii. acceptability of breaches and trigger response(s), if any.
iv. zero tolerance for areas such as cyber security, system stability,
surveillance, fair access, fraud or corruption, compliance, etc.
g) make key stakeholders (executive and non-executive) aware of the use and
value of risk appetite across the organization (including implications of
breaches) and review and approve risk appetite metrics and thresholds
periodically.
h) ensure adequate independence of key functions such as regulatory and control
functions (risk management, compliance and audit functions) such that;
i. regulatory and control functions have sufficient stature to perform

their tasks effectively.
ii. regulatory and control functions operate independently and have
appropriate direct access to the governing board of the stock
exchange and clearing corporation and senior management.
iii. control functions are proactively involved in all relevant decisions
and activities.
i) Provide for three lines of defense construct where:
i. the first line of defense incorporates business units and support

functions as it has the responsibility to own and manage risks
associated with day to day operational activities.
ii. the second line of defense 107[consists of] various oversight functions
i.e., regulatory, risk management, compliance teams, and
iii. the third line of defense comprises the internal audit function.
j) ensure that the roles and responsibilities of management in relation to three lines
of defense are clearly specified and understood and that all employees are
responsible for the regulatory, risk management and compliance outcomes.
k) ensure a culture of effective communication and challenge (i.e., encourage
alternate views or questions from individuals and groups) and value and respect
it.
107
Substituted for the words “comprises of” by the Securities Contracts (Regulation) (Stock Exchanges and
Clearing Corporations) (Third Amendment) Regulations, 2023 w.e.f 23-08-2023.
l) ensure that any new product, service, revenue stream is examined by the
concerned department of the stock exchange or clearing corporation from the
compliance and risk management perspectives in addition to normal viability
issues before approving the same.
m) review periodically all existing products, services and revenue streams.
n) shall meet, without the presence of the managing director and any other
executive director, the chief regulatory officer or compliance officer, the chief
risk officer, the chief information security officer, the statutory auditor of the
stock exchange and clearing corporation and any other person as determined by
the public interest directors and non-independent directors to discuss important
issues concerning the stock exchange and clearing corporation, on a periodic
basis as specified by the Board.
o) periodically review the frequency of meetings and agenda items of the
governing board and statutory committees to ensure that the number of meetings
is rationalized and all important issues are discussed.
p) ensure that the agenda papers are approved by the Chairman of the governing
board.
q) ensure that members of the governing board can place agenda item during their
meeting.
r) be responsible for monitoring compliance with the code of conduct by the
directors of the stock exchange and clearing corporation.
s) uphold a strong culture in the stock exchange or clearing corporation and
promote target culture from the top through behaviour, actions and effective
communication.
t) communicate the guiding principles for institution’s target regulatory,
compliance, risk and conduct culture.
u) endeavor that the stock exchange and clearing corporation put in place key
elements related to culture such as:
i. adequate training programs to help employees better understand

expectations of behavior (for example, trainings on dilemmas);
ii. mechanisms to measure and track indicators related to culture at
regular intervals;
iii. accountability mechanisms; and
iv. performance management mechanisms which take into account
adherence to culture, conduct and behavior related dimensions.]
II. Code of Conduct for directors, committee members and key management
personnel
A. Applicable to directors, committee members and key management personnel

of stock exchange and clearing corporation:
1. General Responsibility.
Every director, committee members and key management personnel of the recognised
stock exchanges or recognised clearing corporations shall—
(a) analyse and administer the stock exchanges’ and clearing corporations’ issues
with professional competence, fairness, impartiality, efficiency and
effectiveness;
(b) submit the necessary disclosures, statement of holdings, dealings in securities
as required by the stock exchanges and clearing corporations from time to time
as per their rules, bye-laws or articles of association;
(c) unless otherwise required by law, maintain confidentiality and not divulge or
disclose any information obtained in the discharge of their duty and no such
information is used for personal gains;
(d) maintain the highest standards of personal integrity, truthfulness, honesty and
fortitude in discharge of their duties in order to inspire public confidence and
not engage in acts discreditable to their responsibilities;
(e) perform their duties in an independent and objective manner and avoid activities
that may impair, or may appear to impair, their independence or objectivity or
official duties;
(f) perform their duties with a positive attitude and constructively support open
communication, creativity, dedication, and compassion;
(g) not engage in any act involving moral turpitude, dishonesty, fraud, deceit, or
misrepresentation or any other act prejudicial to the administration of the stock
exchanges and clearing corporations;
(h) promote greater awareness and understanding of ethical responsibilities;
(i) in the conduct of their business, observe high standards of commercial honour
and; just and equitable principles of trade;
(j) be exemplary in their conduct in business life which may set a standard for
others;
(k) not use their position to give or receive favours to or from the executive or
administrative staff of the stock exchange or clearing corporation, technology
or service providers and vendors or suppliers of the stock exchange and clearing
corporation, or any listed company at the stock exchange or any issuer company
admitted by the stock exchanges and clearing corporations;
(l) not commit any act which will put the reputation of the stock exchanges or
clearing corporations in jeopardy;
(m) comply with the provisions of all applicable laws pertaining to the securities
market;
(n) directors and key management personnel shall at all point of time comply with
all the internal policies of the stock exchange and clearing corporation including
their code of conduct. If there is a conflict between the code of conduct policy
of the stock exchange or clearing corporation with those provided by the Board,
then the policy issued by the Board shall prevail.
2. Regulatory Compliances.
Every director, committee member and key management personnel of the recognised
stock exchange or recognised clearing corporation shall—
(a) ensure that the stock exchange or clearing corporation abides by all the
applicable provisions of the Act, the Securities and Exchange Board of India
Act, 1992, rules and regulations framed thereunder and the circulars, directions
or any other instructions issued by the Board from time to time;
(b) ensure compliance at all levels so that the regulatory system does not suffer any
breaches;
(c) ensure that the stock exchange or clearing corporation takes steps commensurate
to honour the time limit stipulated by Board for corrective action.
3. Disclosures of Beneficial Interest.

All directors, committee members and key management personnel shall disclose to the
governing board of recognised stock exchange or recognised clearing corporation, upon
assuming office and during their tenure in office, whenever the following arises:—
(a) any fiduciary relationship of self and family members and directorship or
partnership of self and family members in any trading member or clearing
member or depository participant or registrar and transfer agent;
(b) shareholding, in cases where the shareholding of the director or key
management personnel, directly or through his family exceeds 5 percent in any
listed company or in other entities related to the securities markets;
(c) any other business interests.
4. Access to Information.
(a) There shall be prescribed channels through which information shall move and
further there shall be audit trail of the same. Any retrieval of confidential
documents or information shall be properly recorded.
(b) All such information, especially which is non-public and price sensitive, shall
be kept confidential and not be used for any personal consideration or gain.
(c) Any information relating to the business or operations of the stock exchange or
clearing corporation, which may come to the knowledge of directors or
committee members or key management personnel during performance of their
duties shall be held in strict confidence, shall not be divulged to any third party
and shall not be used in any manner except for the performance of their duties.
(d) Directors shall call for information only as part of specific committees or as may
be authorised by the governing board of stock exchange or clearing corporation.
5. Misuse of Position.
Directors or committee members or key management personnel shall not use their
position to obtain business or any pecuniary benefit in the organization for themselves
or family members.
B. Applicable to the Directors and Committee Members
1. Meetings and Minutes.

The directors and committee members of the recognised stock exchange or recognised
clearing corporation shall—
(a) not participate in discussions on any subject matter in which any conflict of
interest exists or arises, whether pecuniary or otherwise and in such cases the
same shall be disclosed and recorded in the minutes of the meeting;
(b) not encourage the circulation of agenda papers during the meeting, unless
circumstances so require;
(c) ensure that minutes are recorded to capture all points of opinion
comprehensively;
(d) offer their comments on the draft minutes and ensure that the same are
incorporated in the final minutes;
(e) insist on the minutes of the previous meeting being placed for approval in
subsequent meeting;
(f) endeavor to have the date of next meeting fixed at each governing board meeting
and committee meetings respectively in consultation with other respective
members of the governing board and committees;
(g) ensure that all important agendas placed before the governing board of stock
exchange and clearing corporation and committees are deliberated in a timely
manner;
(h) not support any decision in the meeting of the governing board of stock
exchange and clearing corporation and the committees respectively which may
adversely affect the interest of investors and shall report forthwith any such
decision to the Board.
2. Role of the directors and committee members in the day to day functioning of
the recognised stock exchange and recognised clearing corporation.
(a) The directors and committee members shall not interfere in the day to day
functioning of the stock exchange or clearing corporations and shall limit their
role to decision making on policy issues and to issues as the governing board of
stock exchange and clearing corporation may decide.
(b) The directors and committee members shall abstain from influencing the
employees of the stock exchange and clearing corporations in conducting their
day to day activities.
(c) The directors and committee members shall not be directly involved in the
function of appointment and promotion of employees unless specifically so
decided by the governing board of stock exchange and clearing corporation.
3. Avoidance of Conflict of Interest.

(a) No director or committee member of the stock exchange or clearing corporation
shall participate in any decision making or adjudication in respect of any person
or matter in which he or she is in any way, directly or indirectly, concerned or
interested.
(b) Conflict of interest in a matter, if any, shall be decided by the governing board
of the stock exchange and clearing corporation.
4. Strategic Planning.
Every director and committee member of the recognised stock exchange and
recognised clearing corporation shall—
(a) participate in the formulation and execution of strategies in the best interest of
the stock exchange and clearing corporation and contribute towards pro-active
decision making at the governing board level;
(b) give benefit of their experience and expertise to the stock exchange and clearing
corporation and provide assistance in strategic planning and execution of
decisions;
(c) place priority for redressing investor grievances and encouraging fair trade
practice so that the stock exchange and clearing corporation becomes an engine
for the growth of the securities market.
5. Disclosure of dealings in securities by Directors of the recognised stock

exchange and recognised clearing corporations.
(a) All transactions or dealings in securities by the directors and their immediate
relatives (as defined in the Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations, 2015) shall be disclosed to the governing board
of the stock exchange or clearing corporation.
(b) All directors shall also disclose the trading conducted by firms or corporate
entities in which they hold twenty percent or more beneficial interest or hold a
controlling interest, to the stock exchange or clearing corporation.
(c) The details including time period for disclosures stated above shall be provided
by the stock exchange and clearing corporation, provided that the time period
for disclosure shall not be later than fifteen days of the transaction/ dealing.
(d) Directors who are nominees of Government of India, its statutory bodies or
Public Financial Institutions and are governed by their own codes shall be
exempt from this requirement.
C. Applicable to Public Interest Directors

(a) Public Interest Directors of the stock exchange and clearing corporations shall
endeavor to attend all the governing board meetings and they shall be liable to
vacate office if they remain absent for three consecutive meetings of the
governing board or do not attend seventy-five percent of the total meetings of
the governing board in a calendar year.
(b) Public interest directors shall meet separately, at least once in six months to
exchange views on critical issues. Public interest directors shall submit a report
of such meeting to the Board and to the governing board of the recognised stock
exchange and recognised clearing corporation within the time and manner as
may be specified by the Board from time to time.
(c) Public interest directors shall identify important issues which may involve
conflict of interest for the stock exchange and clearing corporation or may have
significant impact on the functioning of the stock exchange and clearing
corporation or may not be in the interest of securities market. The same shall be
reported to the Board in a time bound manner.
(d) Public interest directors shall have regular oversight on observations of Board’s
inspection particularly on issues of governance standards, technology and cyber
security and system audit and cyber security audit observations.
(e) Public interest directors should be proactive in identifying any issues concerning
functioning of stock exchange or clearing corporations and report the same to
the Board. Public interest directors should ensure all regulatory
communication/letter from the Board are placed before the governing board
with comments/report of managing director.
(f) Public interest directors shall put in place an evaluation mechanism to assess the
performance of managing directors on a continuing basis in line with evaluation
guidelines for public interest directors.
(g) Public interest directors to ensure that appointments of managing director be
held within specified timelines. Identification of key management personnel be
closely scrutinized as per the laid down procedure and exceptions should be
brought to the notice of the Board.
(h) Public interest directors should take proactive part in the deliberations of
different committees and steer their functioning.
(i) Ensure adequacy of resource allocations (both financial & human) towards
regulatory compliances to be ensured.
D. Applicable to Independent External Professionals
(a) Independent external professionals shall not use or act on any sensitive
information received in capacity as a member of the statutory committee for
obtaining any undue benefit.
E. Applicable to key management personnel:
(a) Managing director of the stock exchange or clearing corporation shall meet
employees without the presence of other key management personnel (the heads
of departments) to discuss important issues pertaining to stock exchange or
(b) Key management personnel of the stock exchange and clearing corporation shall
disclose on a periodic basis as determined by the stock exchange and clearing
corporation (which could be monthly), all their dealings in securities, directly
or indirectly, to the governing board or regulatory oversight committee or
compliance officer of stock exchange and clearing corporation.
(c) All transactions must be of an investment nature and not speculative in nature.
Towards this end, all securities purchased must be held for a minimum period
of sixty days before they are sold. In specific or exceptional circumstances,
however, sale can be effected anytime by obtaining pre-clearance from the
compliance officer to waive this condition after recording in writing his
satisfaction in this regard.
Explanation. - “securities” for the purpose of this code shall not include
mutual fund units.
PART C
[See Regulation 28(2)]
Core functions of recognised stock exchange and recognised clearing corporation
1. For recognised stock exchanges the core and critical functions shall include but
not limited to:
a. Vertical 1: Critical operations

i. Provision and operation of trading facilities;
ii. Record keeping and disclosure of trade related information;
iii. IT infrastructure for core and critical functions;
iv. Business continuity plan and disaster recovery operations;
v. Cyber security and cyber resilience framework.
b. Vertical 2: Regulatory, compliance, risk management and investor

grievances
i. Risk management;
ii. Surveillance and investigation;
iii. Listing;
iv. Member registration;
v. Compliance;
vi. Inspection;
vii. Enforcement;
viii. Arbitration and grievance redressal mechanism;
ix. Member default;
x. Investor protection and services.
c. Vertical 3: Other functions including business development

i. Sales;
ii. Marketing;
iii. Product development;
iv. Finance;
2. For recognised clearing corporation the core and critical functions shall include
but not limited to:
a. Vertical 1: Critical operations

i. Provision for clearing and settlement;
ii. Record keeping of information related to clearing and settlement of
trades;
iii. IT infrastructure for core and critical functions;
iv. Business continuity plan and disaster recovery operations;
v. Cyber security and cyber resilience framework.
b. Vertical 2: Regulatory, compliance, Risk Management and investor

grievance
i. Risk management;
ii. Member registration;
iii. Compliance;
iv. Inspection;
v. Enforcement;
vi. Member default;
vii. Investor protection and services.
c. Vertical 3: Other functions including business development

i. Sales;
ii. Marketing;
iii. Product development;
iv. Finance.]
PART - D
Application for seeking recognition as a Stock Exchange/ Clearing Corporation
[See regulation 4, 6 and 7]
(1) An applicant seeking recognition as a stock exchange/ clearing corporation shall
substantiate its capability to fulfill all the requirements laid down under SCRA, SCRR
and regulation 7 of these Regulations at the time of making the application.
(2) For the purpose of grant of in-principle approval under regulation 7(5) of these
Regulations, the Board may take into account the factors which it may deem fit in the
interest of the securities market. For this purpose, the Board may consider the information
and documents including but not limited to the following:-
(a) Business feasibility plan for the next five years,

(b) Net worth certificate/ financial books and bank account details,
(c) Detailed write-up on each of its functions,
(d) Details of authorised officials along with specimen signatures of the authorized
signatories,
(e) Proposed organisational structure,
(f) Necessary undertakings,
(g) Manpower planning,
(h) Background and necessary information (as specified herein) to establish that its
shareholders/promoters are fit and proper persons, Information regarding its Office
set-up, appointment of Managing Director after following due process.
(3) Before grant of final approval, in addition to the above, the applicant shall satisfy the
Board with regard to compliance of the following:
(a) Appointment of heads of key departments such as legal, listing, member

registration, trading and surveillance in case of a stock exchange, and
(b) Appointment of heads of key departments such as risk, legal, clearing and
settlement, in case of a clearing corporation.
(c) Satisfactory compliance with observations of the Board during inquiry/ inspection
by the Board.
(d) Any other requirement as the Board may deem necessary for disposal of the
application.
PART - E
Bye-laws of Clearing Corporation, and procedure for submitting amendments to
Articles/Rules/Bye- laws [*]108, etc., of a recognised stock exchange / recognized clearing
corporation for approval of the Board
[See regulation 42]
(1) A clearing corporation shall in terms of applicable provisions of section 9 of the SCRA
and regulation 42 of these Regulations make bye-laws, providing inter alia for the
following:-
(a) the timings for pay-in and pay-out of funds and securities;
(b) rules for clearing and settlement;
(c) risk management mechanism;
(d) process of netting, novation and guarantee for settlement of trades;
(e) norms for contribution into and utilisation of the Fund in terms of regulation 39 of
these Regulations ;
(f) rights and obligations of the clearing members vis-a-vis the clearing corporation,
other clearing members, the trading members and clients of such trading
members;
(g) criteria for admission and regulation of clearing members;
(h) default handling mechanism;
(i) Committees.
(j) any other matter as may be specified by the Board.
(2) Procedure for submitting amendments to Articles/Rules/Bye- laws [*]109, etc., for
approval of the Board:- The amendments to the Memorandum, Articles of Association,
Rules, bye-laws [*] 110 (as may be applicable) etc., of the stock exchange/clearing
corporation, in terms of the Securities Contracts (Regulation) Act, 1956, the Securities
Regulations, 2019, w.e.f. 04-06-2019. Prior to its omission, it read as “/Regulations”.
Regulations, 2019, w.e.f. 04-06-2019. Prior to its omission, it read as “/Regulations”.
Regulations, 2019, w.e.f. 04-06-2019. Prior to its omission, it read as “, Regulations”.
Contracts (Regulation) Rules, 1957, other applicable provisions in this regard, shall be
submitted for approval of the Board, subsequent to the following.
a. The proposed amendment/s shall first be approved by the governing board of the
stock exchange/clearing corporation, followed by shareholders approval
(wherever applicable), then shall be submitted to the Board for approval and then
published in the Gazette of India (wherever applicable) and the respective State.
b. The proposal shall be accompanied by the minutes of the governing board, the
shareholder's resolution and public criticism. However, in case the amendments
are pursuant to Regulations, circular etc, issued by the Board, the same shall not
be subject to shareholder's approval.
PART - F
Application for grant of approval for holding equity shares in a recognized stock exchange
or recognized clearing corporation.
[See regulation 19 (4)]
(1) A shareholder seeking approval of the Board for holding equity shares in a recognised
stock exchange or recognised clearing corporation shall submit the following particulars:
(a) Name
(b) Address
(c) Details of employment/ business, if any:
(d) SEBI registration number, if any.
(e) Details of registration with other statutory authorities,.
(f) Declaration regarding the fulfillment of requirements of regulation 20 of these
Regulations.
(g) Details of action /penalties taken/imposed against/upon him/it by any statutory
authority in India or abroad.
(h) Details of activities that may, in the opinion of the shareholder, lead to his/its
disqualification.
(i) Association with trading members/clearing members of stock exchanges/clearing
corporations.
(j) Cases pending before any Court, Tribunal or any other statutory authority in India
or abroad, if any.
(k) Prior approvals from the Board as fit and proper, if any.
PART G
Monitoring of shareholding limits
[See regulation 19A]
(1) 111[The] stock exchange/clearing corporation shall put in place a monitoring mechanism
to ensure compliance with the shareholding conditions specified in these Regulations at all
times. Stock exchange/clearing corporation shall:-
(a) Check the shareholding data on a periodic basis to ensure that the shareholding
restrictions specified under Chapter IV of 112 [***] these Regulations are complied
with at all times.
(b) Upon breach of shareholding limits, they shall intimate the same to the Board within
7 days.
(c) In case of listed stock exchanges, they would be guided by the 113 [guidelines as
specified by the Board from time to time].
(d) Disseminate on its website, the number of shares available in the non-public, FII and
FDI category. The information shall also be disseminated by the stock exchange on
which the shares may be listed.
PART – H
Appointment of Directors
[See regulation 24 and 25]
114[(I)]
Procedure for appointment:-
(1) All directors while seeking approval shall submit to the stock exchange/clearing
corporation the following details:-
(a) Name
(b) Address
(c) Educational qualification
(d) Details of employment/ Occupation, past and present
(e) Details of other directorships
(f) DIN No.
(g) Declaration regarding the fulfillment of requirements specified under regulation
20 of these Regulations.
111 The words, figures and symbol “In terms of sub-regulation 10 of regulation 19, the” substituted by the word
“The” by the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) (Third Amendment)
Regulations, 2024 w.e.f. 30-07-2024.
112
The word “the” omitted by the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations)
(Third Amendment) Regulations, 2024 w.e.f. 30-07-2024.
113The words, figures and symbol “Board circular dated January 01, 2016” substituted by the words “guidelines as
specified by the Board from time to time” by the Securities Contracts (Regulation) (Stock Exchanges and Clearing
Corporations) (Third Amendment) Regulations, 2024 w.e.f. 30-07-2024.
Regulations, 2019, w.e.f. 04-06-2019.
(h) Declaration confirming compliance of Regulation 23 (6) read with Regulation 2
(1) (b) of these Regulations, in respect of non-association with trading member
or clearing member.
(i) Details of regulatory action taken against by any statutory authority in India.
(j) Details of activities that may in the opinion of the director, lead to his
disqualification.
(k) Association with trading members/clearing members of stock exchanges/clearing
corporations.
(l) Disclosure of the names of his dependents associated with the securities market
as member, sub-broker, authorized person or holding any SEBI registration.
(m) An undertaking that he shall abide by the code of conduct and code of ethics
prescribed in Part A and Part B of Schedule II to these Regulations.
(n) In the case of public interest directors, consent letters for acting as a public
interest director.
(o) Pending / completed criminal cases pending before any authority in India or
abroad, if any.
115
[(2) The recognised stock exchange or recognised clearing corporation shall forward
the above details to the Board while recommending their names along with the minutes of
the governing board meeting where their name(s) was approved, copy of the shareholders’
resolution (wherever applicable) and a confirmation by the recognised stock exchange or
recognised clearing corporation that they are fit and proper persons in terms of the fit and
proper criteria, are not associated with any trading member or clearing member in terms of
regulation 23 (6) read with regulation 2 (1) (b) of these regulations and compliance with the
requirements specified in regulation 23 (14).]
116[(II)] Managing Director / Executive Director:-
(1) The Nomination and Remuneration Committee of the recognized stock exchange/
recognized clearing corporation shall be responsible for selection of CEO /Managing
Director / Executive Director, as the case may be. The managing director shall be selected
through open advertisement in all editions of atleast one national daily from amongst
persons qualified in the fields of capital market/ finance/ management and possessing
sufficient experience. 117[The stock exchange/ clearing corporation shall forward the new
115
Substituted by the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations)
(Amendment) Regulations, 2023, w.e.f 28-08-2023 Prior to its substitution sub-clause (2) read as under-
“(2)The stock exchange/ clearing corporation shall forward the above details to the Board while recommending
their names along with the minutes of the governing board meeting where their name/s was approved, copy of the
shareholder's resolution (wherever applicable), a confirmation by the stock exchange/ clearing corporation that they
are fit and proper persons in terms of their fit and proper criteria and are not associated with any trading member
or clearing member in terms of regulation 23 (6) read with regulation 2 (1) (b) of these Regulations.”
Regulations, 2019, w.e.f. 04-06-2019.
117 Substituted by the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations)
(Amendment) Regulations, 2019, w.e.f. 04-06-2019. Prior to its substitution, it read as “In case of re-appointment,
or extension of appointment, the stock exchange/ clearing corporation shall apply to the Board two months before
the last working day of such Managing Director”.
names to the Board before two months from the last working day of the existing Managing
Director].
(2) In case a vacancy of managing director arises due to unforeseen reasons, the stock
exchange/ clearing corporation shall forward the new names to the Board within 60 days
from the date of submission of resignation or such vacation of office.
118[(III)] Public Interest Directors:-
119
(1) [The names of the public interest directors shall be forwarded to the Board after the
approval of the governing board of the recognised stock exchange or recognised clearing
corporation. The shareholders’ approval shall not be necessary. A minimum of two names
shall be submitted to the Board for each vacancy of public interest directors, two months
before such vacancy.]
(2) The stock exchange/ clearing corporation shall ensure that public interest directors are
selected from diverse field of work. While deciding to propose a particular person as a
public interest director, the stock exchange/ clearing corporation shall also take into
account the following factors:
120
(a) [Qualifications as specified in sub-regulation (14) of regulation 23.]
121
[***]
(c) Atleast one person shall be inducted having experience and background in finance
/ accounts who may preferably be inducted in the audit committee.
(d) Persons currently holding positions of trust and responsibility in reputed

organisations or person who have retired from such positions.
(e) Persons who are likely to have interested positions in commercial contracts and
financial affairs of stock exchanges, may preferably be excluded. Persons who
are regular traders/ speculators in the market or are director in the board of the
promoter entity of the Stock Exchange or Clearing Corporation, shall be excluded.
Regulations, 2019, w.e.f. 04-06-2019.
119 Substituted by the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations)
(Amendment) Regulations, 2023, w.e.f. 28-08-2023. Prior to its substitution sub-clause (1) read as under-
(1) [The names of public interest directors shall be forwarded to the Board after the approval of the Board of the
stock exchange/clearing corporation. The shareholders approval shall not be necessary. A minimum of two names
shall be submitted to the Board for each vacancy of public interest directors.]
120
Regulations, 2023, w.e.f. 28-08-2023 Prior to its substitution item (a) read as under-
“(a)Qualification in the area of law, finance, accounting, economics, management, administration or any other area
relevant to the financial markets.”
Regulations, 2023, w.e.f. 28-08-2023.
122
(3) [Public interest directors shall peruse the relevant laws, code of conduct, etc. and submit
an undertaking to the recognised stock exchange or recognised clearing corporation that
they are aware of their role, responsibilities and obligations.]
123
(4) [In case of reappointment of the public interest director, the recognised stock exchange
or recognised clearing corporation shall apply to the Board four months before the expiry
of the term. In addition to the other requirements specified herein, the application for
reappointment of the public interest director shall be accompanied with, their
attendance details on meetings of various mandatory committees and on the governing
board of the recognised stock exchange or recognised clearing corporation,
performance review and the reasons for extension of term.]
124
(5) [The existing public interest director, may continue holding the post for a maximum
period of three months from the date of expiry of their term or till a new public interest
director is appointed, whichever is earlier, only if the governing board does not meet the
mandatory regulatory requirements on its composition.]
122
Regulations, 2023, w.e.f. 28-08-2023. Prior to its substitution sub-clause (3) read as under-
“[(3) Public interest directors shall peruse the relevant laws, code of conduct, code of ethics, etc and submit an
undertaking to the stock exchange/clearing corporation that they are aware of their role, responsibilities and
obligations. The stock exchange/clearing corporation shall provide at least seven days of training to every public
interest director each year. “]
123
“[(4)In case of extension of the term of the public interest director or appointment of a new public interest director,
the stock exchange/ clearing corporation shall apply to the Board two months before the expiry of the term. In addition
to the other requirements prescribed herein, the application for extension of term of the public interest director shall
be accompanied with, his attendance details on meetings of various mandatory committees and on the governing
board of the stock exchange / clearing corporation, performance review and the reasons for extension of term.”]
124
“[(5)The existing public interest director shall continue holding the post, till a new public interest director is appointed
in his place.”]
125[(IV)]126[Non-independent directors]
(1) The names of persons to be appointed as 127[ non-independent directors ] shall first be
approved by the governing board of the stock exchange/ clearing corporation, followed
by shareholders’ approval before submitting the same to the Board for approval.
128
[The manner of election, appointment, tenure, resignation, vacation, etc. of non-
independent directors shall be governed by the provisions applicable to shareholder
directors under the Companies Act, 2013 save as otherwise specifically provided under
these Regulations or in accordance with the Act and circulars issued thereunder.]
129[***]
130[(VI)] General conditions on appointment of directors:-
(1) The stock exchange/ clearing corporation shall complete the appointment process within
30 days from nomination/approval for directors by the Board and submit a compliance report
within one week from the date of appointment.
131
[(1A) The limited purpose clearing corporation shall complete the appointment process
for the managing directors within thirty days from the date of approval of the Reserve
Bank of India and submit a compliance report within one week from the date of
appointment.]
Regulations, 2019, w.e.f. 04-06-2019.
Clearing Corporations) (Amendment) Regulations, 2023, w.e.f. 28-08-2023
127 Ibid.
128
“(2) The manner of election, appointment, tenure, resignation, vacation, etc. of shareholder directors shall be
governed by the Companies Act, 2013 save as otherwise specifically provided under the these Regulations or in
accordance with the Securities Contracts (Regulation) Act, 1956, circulars issued thereunder.”
129
Omitted by the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) (Third
Amendment) Regulations, 2024 w.e.f. 30-07-2024. Prior to omission, it read as under:
“(V) Selection of trading members/clearing members on the Advisory Committee to the governing
board:-
(1) Prior to the appointment to the advisory committee, the governing board of the stock exchange/ clearing
corporation shall satisfy itself that the trading members/ clearing members are fit and proper persons
in terms of regulation 20 of the these Regulations. The governing board shall frame the eligibility
norms, term of office, cooling off period etc., of members of the advisory committee in consultation
with the trading members/clearing members of the stock exchange/ clearing corporation.”
Regulations, 2019, w.e.f. 04-06-2019.
Regulations, 2022 w.e.f. 12.08.2022.
(2) In case any other official of the stock exchange/ clearing corporation is appointed on the
governing board in addition to the Managing Director, the same shall be subject to the
approval of shareholders and the Board, in that order.
132
[(VII) The recognised stock exchange and recognised clearing corporation shall provide at least
seven days of training to all directors each year.]
PART - I
Norms for compensation policy

[See regulation 27 (3)]
133
(1) [Regulation 27 of these regulations mandates that the compensation policy for key
management personnel of recognised stock exchange or recognised clearing
corporation shall be in accordance with the norms specified by the Board. The
compensation norms, in this regard, shall be as follows:-
(a) The variable pay component shall be within a range of 25% to 50% of total pay.
(b)50% of the variable pay shall be paid on a deferred basis after a minimum period
of three years.
(c) ESOPs and other equity linked instruments in the stock exchange/ clearing
corporation shall not be offered or provided as part of the compensation for the key
management personnel.
(d) The compensation policy shall have malus and clawback arrangements.]
(2) Apart from the above, the compensation policy of the stock exchange/ clearing
corporation shall take into consideration the following:
(a) financial condition / health of the stock exchange/ clearing corporation,
(b) average levels of compensation payable to employees in similar ranks,
(c) shall not contain any provisions regarding incentives to take excessive risks over
the short term,
(d) revenues, net profit of the stock exchange/ clearing corporation,
(e) comparable to the industry standards,
Regulations, 2023, w.e.f. 28-08-2023.
133
Regulations, 2023, w.e.f. 28-08-2023. Prior to its substitution clause (1) read as under-
“(1)Regulation 27 of the these Regulations mandates that the compensation policy for key management personnel of
stock exchange/ clearing corporation shall be in accordance with the norms specified by the Board. The
compensation norms, in this regard, shall be as follows:-
(a) The variable pay component shall not exceed one-third of total pay.
(b) 50% of the variable pay shall be paid on a deferred basis after three years.
(c) ESOPs and other equity linked instruments in the stock exchange/ clearing corporation shall not be offered or
provided as part of the compensation for the key management personnel.
(d) The compensation policy shall have malus and clawback arrangements.”
(f) role and responsibilities of the key management personnel,
(g) periodic review
(3) At the time of seeking approval of the Board for the appointment of the managing director,
the stock exchange/ clearing corporation shall seek approval for the compensation of the
managing director from the Board. The compensation of the Managing Director of a stock
exchange/clearing corporation already appointed with the approval of the Board shall be
in accordance with the compensation policy as mentioned above. The same shall be
submitted to the Board for approval within three months from the date of issue of these
regulations.
PART - J
MISCELLANEOUS
(1) Internal manual for conflict resolution: The stock exchange/clearing corporation shall
have an internal manual covering the management of conflicts between commercial and
regulatory functions of the stock exchange/clearing corporation. The stock exchange/
clearing corporation shall put in place a policy for comprehensive training and awareness
of its employees on the various conflicts of interests involved in the functioning of its
regulatory departments. Further, the entire conflict management framework shall
periodically be reviewed and be strengthened based on the observations of such review.
134
[SCHEDULE – III
PART – A
Rate of Regulatory Fee:

Sr. No. Annual Turnover (Rupees in Amount of fee (Rs.)
(1) crores) (3)
(2)
Regulations, 2021, w.e.f. 23-03-2021.
1 Less than or equal to 10,000 1,00,000/-
2 More than 10,000 but less than or 10,00,000/-

equal to 1,00,000
3 More than 1,00,000 50,00,000/-

but less than or equal to 5,00,000
4 More than 5,00,000 but less than 1,00,00,000/-

or equal to
10,00,000
5 More than 10,00,000 1,00,00,000 plus
0.000012 per cent of the
annual turnover
in excess of 10,00,000
crores.]
Sd/-
AJAY TYAGI
CHAIRMAN
SECURITIES AND EXCHANGE BOARD OF INDIA

Stock Exchanges and Clearing

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THE GAZETTE OF INDIA

PART III - SECTION 4

NEW DELHI, OCTOBER 03, 2018

SECURITIES AND EXCHANGE BOARD OF INDIA

Mumbai, the 3rd October, 2018

SECURITIES CONTRACTS (REGULATION) (STOCK EXCHANGES AND CLEARING

No. SEBI/LAD-NRO/GN/2018/41.- In exercise of the powers conferred by sections 4, 8A and

Short title and commencement

(b) "associate" in relation to a person shall include another person:

Provided that in the case of a subsidiary of a recognised stock exchange or a

(k) "netting" means the determination by clearing corporation of net payment or

(m) "persons acting in concert" in the context of acquisition or holding of shares or

(p) "recognised clearing corporation" means a clearing corporation which is recognised

(r) "regulatory department" means a department of a recognised stock exchange or a

(s) "rules" means the Securities Contracts (Regulations) Rules, 1957;

RECOGNITION OF STOCK EXCHANGES AND CLEARING CORPORATIONS

Obligation to seek recognition

Application for recognition

Fee for application

Documents and particulars for application

Consideration of grant of recognition

(a) the applicant is a company limited by shares;

(b) the applicant is demutualised;

(b) the applicant has an online screen-based trading system;

(m) any other conditions as may be specified by the Board.

(b) the applicant has adequate risk management mechanism;

Power to make inquiries and call for information

(2) A recognised clearing corporation desirous of renewal of recognition shall make an

NETWORTH OF STOCK EXCHANGE AND CLEARING CORPORATION

Net worth requirements

(3) (a) Every recognized clearing corporation, on commencement of operations, shall, on an

Explanation II.—For the purposes of this regulation, 'networth of a clearing corporation'

OWNERSHIP OF STOCK EXCHANGES AND CLEARING CORPORATIONS

15. For the purposes of this Chapter:

Shareholding in a recognised stock exchange

Shareholding in a recognised clearing corporation

Provided that no recognised stock exchange shall, directly or indirectly, either

Eligibility for acquiring or holding shares

Monitoring of shareholding limits

30[Requirement and criteria of fit and proper

Shareholding in a recognised limited purpose clearing corporation

Contribution to the Settlement Guarantee Fund

Utilization of profits and investments

35[Dispute resolution Mechanism

GOVERNANCE OF STOCK EXCHANGES AND CLEARING CORPORATIONS

Composition of the governing board

(a) 37[non-independent directors];

Provided a person shall not be deemed to be clearing member and / or trading

Provided further that a person may be 58[appointed] as a public interest director

Appointment of managing director

(a) be a shareholder or an associate of a shareholder of a recognised stock exchange or

Compensation and tenure of key management personnel

(2)Functional committee, comprising 72[]:

(3)Oversight committees, comprising 78[]:

(a) Standing committee on technology;

Appointment of compliance officer

Appointment of the chief risk officer

Disclosure and corporate governance norms

Clearing and settlement of trades