BSE AGREEMENT CLIENT BROKER AGREEMENT. This Agreement is made and executed at this day of, 20 BETWEEN: AND

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1 BSE AGREEMENT SECURITIES AND EXCHANGE BOARD OF INDIA ( SEBI ), HAS PRESCRIBED UNIFORM REQUIREMENTS AND MODEL PROVISIONS FOR AGREEMENTS BETWEEN BROKERS AND CLIENTS. WHILE BROKERS ARE ENTITLED TO INCLUDE ADDITIONAL PROVISIONS IN THE SAID AGREEMENTS THAT DO NOT CONFLICT WITH THE PRESCRIBED MODEL PROVISIONS, WHEN DOING SO, CERTAIN DISCLOSURES HAVE TO BE MADE TO THE CLIENTS. THIS AGREEMENT INCLUDES PROVISIONS WHICH ARE VOLUNTARY AND SUBJECT TO MUTUAL AGREEMENT. HOWEVER, DSP MERRILL LYNCH LIMITED CONSIDERS SUCH PROVISIONS TO BE ESSENTIAL. FOR YOUR CONVENIENCE, WE HAVE INDICATED THE MANDATORY PROVISIONS BY HIGHLIGHTING THEM IN BOLD AND ITALICS. IN THE EVENT YOU ARE NOT WILLING TO ACCEPT THE SAID VOLUNTARY PROVISIONS DSP MERRILL LYNCH LIMITED MAY NOT BE IN A POSITION TO OFFER YOU ANY SERVICES CONTAINED IN THE AGREEMENT. BY EXECUTING THIS AGREEMENT, IN ADDITION TO THE MANDATORY PROVISIONS, YOU WILL BE ACCEPTING ALL THE VOLUNTARY PROVISIONS HEREOF. YOU ARE UNDER NO OBLIGATION TO EXECUTE THIS AGREEMENT. EVEN IF YOU DO EXECUTE THIS AGREEMENT, YOU ARE PERMITTED TO TERMINATE IT AT ANY TIME IN ACCORDANCE WITH THE TERMS HEREOF. CLIENT BROKER AGREEMENT This Agreement is made and executed at this day of, 20 BETWEEN: DSP Merrill Lynch Limited, a body corporate, incorporated under the provisions of the Companies Act, 1956, is registered as a broker with the Securities and Exchange Board of India and Bombay Stock Exchange Limited, having its registered office at Mafatlal Centre, 8 th Floor, Nariman Point, Mumbai , hereinafter called DSPML (which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors and assigns) of the ONE PART. AND The person/s specified in the Schedule A as the Client, hereinafter called the Client which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include (if the Client is a company or other body corporate) its successors and permitted assigns, (if the Client is a trust of a mutual fund acting through the related asset management company) its successors and permitted assigns, (if the Client is an Institutional Investor (as defined below) its successors and permitted assigns, of the OTHER PART. WHEREAS: DSPML is registered as a broker with the Securities and Exchange Board of India ( SEBI ) and is a member of Bombay Stock Exchange Limited having Trading/Clearing Member Code No.: 130 and registered as a Trading/Clearing Member for Cash Segment (Registration Nos.: INB ) and Derivatives Segment (registration number [INF ]) (hereinafter referred to as the Exchange ). The Client is desirous of investing / trading in securities / contracts / other instruments admitted to dealings on the Exchange as defined in the rules, bye-laws and regulations of the Exchange and circulars issued thereunder from time to time. [This is a SEBI mandated clause] 1

2 The Client has satisfied itself of the capacity of DSPML to deal in securities and/or deal in derivatives contracts and wishes to execute its orders through DSPML and the Client shall from time to time continue to satisfy itself of such capability of DSPML before executing orders through DSPML. [This is a SEBI mandated clause] DSPML has satisfied itself and shall continuously satisfy itself about the genuineness and financial soundness of the Client and investment objectives relevant to the services to be provided. [This is a SEBI mandated clause] DSPML has taken steps and shall take steps to make the Client aware of the precise nature of DSPML s liability for business to be conducted, including any limitations, the liability and the capacity in which DSPML acts. [This is a SEBI mandated clause] DSPML and the Client agree to be bound by all the rules, bye-laws and regulations of the Exchange and circulars issued thereunder and rules and regulations of SEBI and relevant notifications of Government authorities as may be in force from time to time. [This is a SEBI mandated clause] Now, therefore, in consideration of the mutual understanding as set forth in this Agreement, the parties hereto have agreed to the following terms and conditions: 1. GENERAL TERMS AND CONDITIONS A. DEFINITIONS: Unless the context or meaning thereof otherwise requires, the following expressions shall have the meaning assigned to them hereunder respectively: a. Affiliate in relation to DSPML, shall include any company, body corporate, firm, individual or other person who or which is an affiliate of or who or which is in any manner associated with or related to DSPML or any director, shareholder or employee of DSPML or any holding company or subsidiary of DSPML or any company under common control as DSPML, who or which provides any services to DSPML for the purposes of enabling DSPML to render Broking Services under this Agreement. b. Applicable Law means any statute, regulation, notification, circular, ordinance, requirement, direction, guideline, announcement or other binding action or requirement of any Authority. c. Authority means any government; trade agency, department, agency or instrumentality of any government thereof; departments, bodies, regulatory authorities, government authorities, any court or arbitral tribunal and the governing body of any securities exchange or other securities self-regulatory body. d. Broking Services shall mean the services provided by DSPML as a stock broker to the Client under this Agreement. e. Business Day means any day on which the Exchange is open for trading. f. Bye-laws unless the context indicates otherwise, means all bye-laws prescribed by SEBI / RBI/ the Depositories / the Exchange / the clearing corporation or clearing house of the Exchange (as the case may be) and other relevant Authorities, regulating trading operations on the Exchange or otherwise, and all other bye-laws made under the relevant laws governing the same. g. Circulars includes all circulars, directives, communiqués etc. issued by SEBI / RBI / the Depositories / the Exchange / the clearing corporation or clearing house of the Exchange (as the case may be) and other relevant Authorities, regulating any of the services proposed to be provided from time to time. h. Depositories shall mean the National Securities Depository Limited, Central Depository Services Limited or any other depository set up under the Depositories Act, i. DP shall mean Depository Participant. j. DP Account shall mean a depository participant account that may be opened by the Client. 2

3 k. Exchange Provisions means the Rules, Regulations and Bye-laws of the Exchange. l. Family in relation to a person includes the spouse and the lineal ascendants or descendants and adopted children. m. Government notifications includes all notifications, circulars, directives, communiqués issued by government Authorities relating to any of the services proposed to be provided from time to time. n. Institutional Investor includes a foreign institutional investor, venture capital fund, foreign venture capital investors, scheduled commercial banks, multilateral and bilateral insurance companies registered with the Insurance Regulatory Development Authority, mutual funds, asset management companies, pension funds, pension trusts and public financial institutions as defined under section 4A of the Companies Act, o. Margin Deposit shall mean such amount as is required to be deposited with DSPML by the Client by way of margin for conducting transaction in Securities. p. Order shall include all orders placed by the Client with DSPML. q. Politically Exposed Person means and includes current and former members of Parliament and State Legislatures, high profile politicians, members of political parties, persons connected to them including Family, close advisors and/or companies in which such individuals have interest to be in a position to significantly influence the decision of such company. r. RBI means Reserve Bank of India. s. Regulations means all regulations prescribed by SEBI / RBI / the Depositories / the Exchange / the clearing corporation or clearing house of the Exchange (as the case may be) and other relevant Authorities, regulating any of the services proposed to be provided from time to time. t. Rules unless the context indicates otherwise, means all rules prescribed by SEBI / RBI / the Depositories / the Exchange / the clearing corporation or clearing house of the Exchange (as the case may be) and other relevant Authorities, regulating any of the services proposed to be provided from time to time, trading operations on the Exchange or otherwise, and all other rules made under the relevant laws governing the same. u. SCRA means the Securities Contracts (Regulation) Act, v. SEBI means Securities and Exchange Board of India. w. Securities includes:- (i) (ii) securities as defined under the SCRA; any other instruments (including borrowing or lending of securities) as may be permitted by Applicable Laws from time to time. x. Senior Public Figure means and includes current or former senior official in the executive, legislative, administrative, military or judicial branches of the government, whether or not elected; a senior executive of a government -owned or government-funded corporation, institution, or charity; or any entity that has been formed by or on behalf of such person, is controlled by, or is for the benefit of such persons, including passive investments; relatives of such senior public figures including spouse, lineal antecedent and descendant. y. Trading Hours in relation to the Exchange shall mean such period when the Exchange offers trading to its members, including DSPML. B. GENERAL 3

4 a. In addition to the above, certain terms have been defined elsewhere in this Agreement and they shall have the meaning assigned to them unless the context specifically or by necessary application otherwise requires. b. Words and Expressions which are used in this Agreement, but which are not defined herein shall, unless the context otherwise requires, have the same meaning as assigned thereto in the Rules, Byelaws, and Regulations of the Exchange and circulars issued thereunder. [This is a SEBI mandated clause] c. Various terms used throughout this Agreement shall, if not, specifically defined, or in case of any ambiguity as to the meaning thereof, be construed and interpreted in accordance with the customary meaning of such term in the business of providing Broking Services and trading on the Exchange. d. The headings are for convenience only and shall not affect the interpretation of this Agreement. Unless otherwise specified, references to clauses and Schedules are references to clauses and Schedules to this Agreement. e. The definitions ascribed to terms in this Agreement apply equally to both the singular and plural forms of such terms. Whenever the context may require, any pronoun shall be deemed to include the corresponding masculine, feminine and neuter forms. The words include, includes and including shall be interpreted as if followed by the phrase without limitation. References to any document or agreement, including this Agreement, shall be deemed to include any references to such document or agreement as amended, supplemented or replaced from time to time in accordance with its terms and (where applicable) subject to compliance with the requirements set forth therein and herein. References to a statute, ordinance, code or other law shall be deemed to include regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them. References to any party to this Agreement or any other document or arrangement includes that party s executors, administrators, substitutes, successors and permitted assigns. 2. APPLICABLE LAWS: (i) This Agreement shall be governed by and construed in all respects in accordance with the laws of the Republic of India. (ii) The provisions of the Agreement and all transactions that are carried out by and on behalf of the Client shall always be subject to Government Notifications, any Rules, Regulations, Guidelines and Circulars issued by SEBI and Rules, Regulations and Bye-Laws of the Exchange that may be in force from time to time. [This is a SEBI mandated clause]. (iii) Further the provisions of this Agreement and all transactions that are carried out by and on behalf of the Client shall always be subject to the Rules or Regulations made by RBI; SCRA and Rules or Regulations made thereunder; the Depositories Rules, Regulations and Bye-laws, and any other applicable statutory provisions and/or Rules or Regulations. DSPML is under no obligation to inform the Client of changes in these statutory provisions, Rules, Regulations or Bye-laws. (iv) The Client hereby authorizes DSPML to take all such steps on Client s behalf as may be required or advisable in DSPML s opinion for compliance with the Exchange Provisions or any other Applicable Law to complete or settle any transactions entered into through or with DSPML or executed by DSPML on behalf of the Client. However, nothing contained herein shall oblige DSPML to take such steps and DSPML shall not be liable as a result of taking or restraining from taking any action in good faith in the circumstances contemplated by this clause. (v) In addition to the specific rights set out in this Agreement DSPML and the Client shall be entitled to exercise any other rights which DSPML or the Client may have under the Rules, Bye Laws and Regulations of the Exchange and Circulars issued thereunder or Rules and Regulations of SEBI. [This is a SEBI mandated clause] 3. APPOINTMENT DSPML hereby agrees to provide and the Client hereby agrees to avail of the Broking Services on the terms and conditions set forth in this Agreement. 4

5 4. ELIGIBILITY CRITERIA The Client shall be eligible to avail of the Broking Services only upon: (i) executing this Agreement with DSPML; (ii) execution and completion of such other documents and furnishing of such particulars as may be required by DSPML at the time of account opening and/or from time to time; (iii) on satisfactory verification by DSPML, of the information provided by the Client, and fulfillment of all requirements as stated above by the Client, DSPML shall register the Client as a Client for providing Broking Services and issue the Client a unique Client identification number. 5. CHANGE IN INFORMATION: (i) The Client agrees to immediately notify DSPML, in writing if there is any change in the information in the 'Client Registration Form' provided by the Client to DSPML at the time of opening of the account or at any time thereafter. [This is a SEBI mandated clause] (ii) The Client agrees to immediately furnish information to DSPML in writing, if any winding up petition or insolvency petition has been filed or any winding up or insolvency order or decree is passed against him or if any litigation which may have material bearing on his capacity has been filed against him. [This is a SEBI mandated clause] (iii) The Client agrees to immediately notify DSPML, in writing if there is any change in relation to the investment objectives of the Client. (iv) The Client represents and warrants that the Client shall notify DSPML at the time of account opening whether the Client or his Family is a Politically Exposed Person or a Senior Public Figure. In the event of change of status in this regard, the Client shall promptly inform DSPML of the same. 6. RISK DISCLOSURE: DSPML declares that it has bought the contents of the risk disclosure document to the notice of the Client and made him aware of the significance of the said document. The Client agrees that: (i) he shall be wholly responsible for all his investment decisions and trades. [This is a SEBI mandated clause]; (ii) he has read and understood the risks involved in trading on a stock exchange. [This is a SEBI mandated clause]; (iii) the failure of the Client to understand the risk involved shall not render a contract as void or voidable and the Client shall be and shall continue to be responsible for all the risks and consequences for entering into trades in the segments in which the Client chooses to trade. [ This is a SEBI mandated clause]; (iv) the Client shall not, acting alone or in concert with others, directly or indirectly, (a) hold and control more than the number of permitted derivatives contracts or (b) exercise a long or short position which will result in the Client having exercised in excess of the number of permitted derivatives contracts, as fixed from time to time by the Exchange. In the event the Client at any time breaches the said prescribed limits, the Client shall promptly inform DSPML; (v) the Client shall be solely responsible for the compliance with the provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and the SEBI (the Prohibition of Insider Trading) Regulations, 1992 or any statutory modifications or replacements thereof; and shall inform DSPML promptly in the event the Client makes any disclosures thereunder and / or is required to make an open offer under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 upon exceeding the limits prescribed under the said regulations; (vi) the Client authorizes DSPML to at the sole discretion of DSPML at the costs and expenses of the Client, should DSPML deem it necessary, to buy, sell or close out any part or all of the derivative contracts held in the Clients account with DSPML.. Any or all such expenses incurred by DSPML shall be reimbursed by the Client to 5

6 DSPML. 7. EXPOSURE LIMITS The Client agrees to abide by the exposure limits, if any, set by DSPML or by the Exchange or clearing corporations or SEBI from time to time. [This is a SEBI mandated clause.] In determining the exposure limits, DSPML shall be entitled to take into consideration such factors as it may deem fit, including such risk and other factors as it may deem fit and proper. 8. MARGIN DEPOSIT (i) The Client is liable to pay applicable initial margins, withholding margins, special margins or such other margins as are considered necessary by DSPML or the Exchange or as may be directed by SEBI from time to time as applicable to the segment(s) in which the Client trades. DSPML is permitted in its sole and absolute discretion to collect additional margins (even though not required by the Exchange, Clearing House/Clearing Corporation or SEBI) and the Client shall be obliged to pay such margins within the stipulated time. [This is a SEBI mandated clause]; (ii) Payment of margins by the Client does not necessarily imply complete satisfaction of all dues. In spite of consistently having paid margins, the Client may, on the closing of its trade, be obliged to pay (or entitled to receive) such further sums as this Agreement may dictate/require. [This is a SEBI mandated clause]; (iii) Such margin shall be in such form as may be prescribed by SEBI, Exchange or DSPML and the Client shall execute such documents and furnish such other particulars in this respect as may be required from time to time by DSPML. (iv) DSPML may, in its absolute discretion, refuse to accept a particular form of margin from the Client. The Client shall give to DSPML additional cash, bank guarantees, lien on bank fixed deposit receipts or pledge of approved securities or a combination thereof, if so required by DSPML. (v) DSPML shall not be obliged to return any margin to the Client until the Client has satisfactorily discharged all its payment obligations or other obligations under this Agreement. (vi) In the event of the Client being required to pay margin money whether under the Rules of the Exchange or SEBI or as otherwise determined by DSPML, DSPML shall be authorized to appropriate the Margin Deposit or any part thereof, towards such margin requirement. The Client shall immediately replenish funds adequate to the required level of the Margin Deposit, failing which the Broking Services may be suspended by DSPML. 9. PRICE OF SECURITIES The Client understands that with respect to any transaction Order / request, the price at which the Order was actually executed in the market, may be different from the price at which the Securities were trading when the Client placed its Order. 10. PROCEDURE FOR EXECUTION OF REQUESTS (i) All Orders for the purchase and sale of all Securities shall be authorized by the Client and the same shall be executed in accordance with the instructions, either express or implied, of the Client. (ii) The instructions issued by an authorised representative, if any, of the Client shall be binding on the Client in accordance with the letter authorizing the said representative to deal on behalf of the Client. [This is a SEBI mandated clause]. (iii) However, in the event of an authorized representative being replaced it shall be the responsibility of the Client to inform DSPML of the change, in writing, failing which the Client shall be responsible for the trade obligations arising out of the actions of both the old representative and the new representative. (iv) DSPML agrees to inform the Client and keep him apprised about trading/settlement cycles, delivery/payment schedules, any changes therein from time to time, and it shall be the responsibility in turn of the Client to comply with such schedules/procedures of the Exchange. [This is a SEBI mandated clause] (v) Each request or, Order shall be authenticated by the Client by such means as DSPML or anybody acting on its behalf may require from time to time in its sole discretion. DSPML shall be at liberty to vary from time to time the authentication procedures for any or all transaction requests or Orders as it may in its sole discretion deem necessary and the Client shall be required to comply with such amended authentication procedure. DSPML shall be entitled to rely upon, and the Client shall be bound by, any instruction, 6

7 transaction request/order which DSPML and its Affiliates reasonably believes in good faith to be given by and/or on behalf of the Client, notwithstanding any error, misunderstanding, fraud, forgery or lack of clarity in the terms of such instruction, request or Order. DSPML has no obligation to verify the authenticity of any such request or instructions sent or issued or purported to have been given by or on behalf of the Client. The Client consents to the recording by DSPML of any telephone calls to DSPML and the said recording, instructions of the Client received by DSPML by electronic mail, fax or other electronic means, shall be admissible as evidence and shall be final and binding evidence of the same. DSPML may overwrite, erase or destroy such records at such intervals as it may deem fit. The Client agrees that DSPML is not liable for any losses which the Client may suffer of whatever nature and howsoever arising out of or in connection with DSPML acting in accordance with the terms of this clause. DSPML, its employees or its authorised representatives, taking such instructions shall be entitled to interpret the same as per their own understanding and such understanding and interpretation shall be final and binding on the Client. (vi) The Client shall not assume that any Order transmitted by the Client has been received by DSPML until DSPML has confirmed receipt of such receipt. However, due to technical or other factors, a transaction Order / request which has been received by DSPML may not be immediately confirmed to the Client. Such delay in confirmation shall not entitle the Client to assume that the Order has not been received by DSPML and the principle mentioned in the first sentence of this clause shall apply. (vii) DSPML shall not be liable for any delay in the execution of any Order for any reason whatsoever or for any resultant loss on account of the delay. (viii) The Client agrees that DSPML may, at its sole discretion, subject any Order/request placed by a Client, to manual review and entry, which may cause delays in the processing and/or execution of the Client's Order or may result in rejection of such Order. DSPML shall not be liable for any consequences thereof. (ix) The Client understands that placing an Order with DSPML, including a market Order, does not guarantee execution of the Order. (x) The Client shall be allowed to trade only during Trading Hours of the Exchange. However, DSPML may at its sole discretion agree to receive Orders outside Trading Hours. DSPML may accumulate such Orders received outside Trading Hours and execute such Orders when the Exchange next opens for trade. DSPML does not guarantee execution or such Orders placed outside Trading Hours. (xi) In respect of the derivatives contracts entered into by the Client, the Client may, from time to time, be entitled to receive amounts or Securities representing marked to market profits and shall be liable to pay amounts or Securities representing marked to market losses. The Client shall forthwith on demand by DSPML pay to DSPML the amounts and Securities representing marked to market losses. However, subject to the same being permissible under the Exchange Provisions, DSPML may, instead of paying to the Client any amounts or Securities representing marked to market profits, retain, withhold, set-off and/or appropriate for such purposes and in such manner as DSPML may deem fit. 11. CONFIRMATIONS AND CANCELLATIONS (i) All transactions undertaken by the Client during Trading Hours shall be confirmed to the Client or the Client s authorized agent in the manner prescribed by SEBI / the Exchange from time to time which may include an notification, courier of a printed contract note, facsimile notification or any other mode, sent by DSPML to the Client or the Client s authorized agent, as DSPML may deem fit. A printed contract note may be dispatched by DSPML to the Client (who is not an Institutional Investor). In case of an institutional investor, a confirmation to the Client, its authorized agent or the custodian participant of the Client, as may be required by the Client shall be sent by DSPML through the straight through processing system. The Client, if an Institutional Investor, shall notify to DSPML its custodian participant code at the time of account opening. (ii) If Client places a request to cancel an Order, the cancellation of that Order is not guaranteed by DSPML. The Order will only be cancelled if the Client s request for cancellation is permitted by the Bye-Laws, Rules and Regulations and the trading systems of the Exchange. (iii) The Client agrees that the information sent by DSPML by or any other mode as deemed fit by DSPML (and in the event any electronic communications sent by DSPML bounces back for any reason whatsoever), is deemed to be a valid delivery of such information by DSPML to the Client or the Client s authorized agent. In the event the Client or the Client s authorized agent does not receive any confirmation from DSPML, whether by or printed contract note, or any other mode, by the end of 7

8 the next Business Day following the date on which the Order is placed, the Client shall make inquiries with DSPML on the status of the Order. (iv) In case of electronic communications including without limitations, trade confirmations and contract notes, shall be deemed to have been delivered when such electronic communication enters the computer resource as designated by the Client. Further with respect to electronic communications, dispatch and receipt of the same, shall be governed by the provisions of the Information Technology Act, (v) DSPML may from time to time receive late reports from the Exchange reporting the status of transactions. Accordingly, the Client shall receive late reports relating to Orders that were previously unreported to him or reported to him as being expired, cancelled, or executed. (vi) DSPML shall have the right to refuse to accept any buy or sell transaction from the Client based on its risk perception or for any other reason, without being required to provide any reasons therefor, provided that DSPML shall inform the Client of any such decision. (vii) DSPML shall not be liable for non-execution of any order or for any delay in the execution of any purchase or sale order or for any resultant loss on account of such non-execution or delay, due to any failure occurring at the Exchange. (viii) When, the Exchange cancels trade(s) suo moto, all such trades including the trade/s done on behalf of the Client shall ipso facto stand cancelled. [This is a SEBI mandated clause]. 12. CLOSE OUT (i) DSPML shall be entitled to appropriate / adjust any or all monies that may be due at any time by DSPML to the Client in respect of any business (including but not limited to Broking Services) with the Client towards all such monies (including but not limited to broking obligations, Margin Deposit, interest, commission, brokerage, depository participant charges and other expenses by whatever name called) as may be due from the Client to DSPML for broking business, depository participant business or other services provided to or business done with the Client. (ii) In the event DSPML purchases and/or sells Securities on more than one exchange pursuant to instructions of the Client, the Client hereby authorizes DSPML to set off the outstanding in the Client s account maintained by DSPML in respect of one exchange, against the money / Securities standing to the credit of the Client s account maintained by DSPML in respect of another exchange. (iii) Without prejudice to DSPML s other rights (including the right to refer a matter to arbitration), DSPML shall be entitled to liquidate /close out all or any of the Client s positions for non-payment of Margin or other amounts, outstanding debts etc. and adjust the proceeds of such liquidation/close out, if any against Client s liabilities/obligations. Any and all losses and financial charges on account of such liquidation/closing out shall be charged to and borne by the Client. [This is a SEBI mandated clause] (iv) If payment of amounts or Securities towards Margin or shortfall in Margin is not received instantaneously to enable restoration of sufficient Margin in the Client s account for any reason (including in a circumstance of market volatility) all or some of the positions of the Client as well as the Securities of the Client placed with DSPML as Margin or other Securities in possession or control of DSPML, may be liquidated by DSPML or DSPML may be compelled to at its sole discretion without any reference to or prior notice to the Client, square-off all or any open/outstanding positions, prevent any new orders from being placed and/or executed by the Client or take such other action as DSPML may think fit and proper. The resultant or associated losses that may occur due to such squaring off or sale of such Securities shall be borne by the Client. Such liquidation or close out, of positions shall apply to any segment in which the Client does business with DSPML. (v) In the event of death or insolvency of the Client or his / its otherwise becoming incapable of receiving and paying for or delivering or transferring Securities which the Client has ordered to be bought or sold, DSPML may close out the transaction of the Client and claim losses, if any, against the estate of the Client. The Client or his successors, heirs and assigns shall be entitled to any surplus, which may result therefrom. [This is a SEBI mandated clause] 13. INADVERTENT PROCESSING AND ERRORS 8

9 (i) If a transaction requested or ordered is inadvertently processed, in spite of insufficient balances in the associated bank account or associated securities account, DSPML shall have the sole discretion to cancel or liquidate such a transaction and any losses incurred by DSPML pursuant thereto shall be to the account of the Client. (ii) If, the Client sells more Securities than he actually owns or different Securities from what he owns, DSPML shall not be responsible for any losses that the Client may incur by reason thereof. It shall be the responsibility of the Client to keep itself fully informed of any such merger, demerger, amalgamation, reorganization or other corporate actions. 14. BROKERAGE/FEES/COMMISSION OR OTHER CHARGES (i) The Client agrees to pay to DSPML, brokerage, statutory levies as are prevailing from time to time and as they apply to the Client s account, and transactions and to the service that DSPML renders to the Client. DSPML agrees that it shall not charge brokerage more than the maximum brokerage permissible as per the Rules, Regulations and Bye-laws of the Exchange / SEBI. [This is a SEBI mandated clause]. (ii) The Client further agrees to pay any applicable taxes including the Securities transaction tax, duties and levies as may be levied on the transaction from time to time. (iii) The Client agrees to pay the stamp duty payable on this Agreement and on any other instruments relating to any transaction executed pursuant to this Agreement including without limitation any stamp duty payable on contract notes issued pursuant this Agreement. Without prejudice to the generality of the above clause, the Client also agrees to pay any and all additional stamp duty payable if contract notes issued for any transaction executed under this Agreement is received by the Client in any other state other than the state of Maharashtra. Without prejudice to the aforesaid, DSPML shall be entitled to pay any and all such stamp duty on behalf of the Client and the Client shall forthwith, reimburse DSPML in respect of the said payments made by DSPML. (iv) All payments to DSPML shall be made clear and free of withholding and deduction, in Indian Rupees for settlement in Mumbai. 15. PROTECTION TO THE CLIENT DSPML shall ensure due protection to the Client regarding Client s rights to dividends, rights or bonus shares etc., in respect of transactions routed through it and it shall not do anything which is likely to harm the interest of the Client with whom and for whom it may have had transactions in Securities. [This is a SEBI mandated clause] 16. SEGREGATION OF CLIENT MONEY 17. ADVICE: DSPML agrees that the money/securities deposited by the Client shall be kept in a separate account, distinct from DSPML s own account or account of any other Client and shall not be used by DSPML for itself or for any other Client or for any purpose other than the purposes mentioned in the SEBI Rules and Regulations, Circulars, Guidelines and the Exchange Rules/Regulations/Bye Laws and Circulars. [This is a SEBI mandated clause] The Client agrees and understands: (i) that the Client shall not rely upon or make any investment decision based solely on research reports made available to the Client. The Client confirms and agrees that research reports are generic and are not designed for meeting specific Client objectives. For the purpose of this clause and the following clauses, a research report shall be deemed to include any information that may be made available by DSPML or its Affiliates or any of their officers, employees or agents through any medium, from time to time and the same shall be on a no-liability, no-guarantee and no-obligation basis. All decisions taken by the Client to invest or disinvest are independent of any advice, solicitation or information received by the Client from DSPML and the Client shall neither hold nor 9

10 seek to hold DSPML or any of its officers, directors, employees, agents and Affiliates, liable for any trading costs, losses or damages incurred by the Client consequent upon relying on such research report, advice or information. (ii) (iii) is aware that any and/or all research reports may be prepared by third parties and DSPML may only make the same available for the information and interest of the Client. The Client shall hence not in any manner deem such reports as emanating directly or indirectly from DSPML. DSPML will not in any circumstance be responsible for giving taxation, legal or accountancy advice and shall not be required to take into account the taxation, legal or accountancy consequences of investments for the Client and that the Client should obtain independent advice, including (without limitation) tax, legal or accountancy advice, where the Client considers the same appropriate. 18. REPRESENTATIONS AND WARRANTIES OF THE CLIENT The Client represents warrants and undertakes on an ongoing basis that: (i) all information and documents provided and the statements made by the Client to DSPML either orally, in writing or by any other means from time to time including but not limited to the Client registration form are true and are not misleading (whether by reason of an omission to state a particular fact or otherwise as at the time of completing the account opening documentation or at any time thereafter); (ii) the Client has the legal capacity to enter into this Agreement and has taken all corporate and other action necessary and obtained authorization and all required consents to enable it to enter into this Agreement and this Agreement constitutes legal, valid and binding obligations of the Client enforceable against the Client in accordance with its terms and the Client will provide proof of the same to DSPML as may reasonably be required. (iii) the Client represents and warrants that none of the monies or Securities paid to or deposited by the Client with DSPML, including margin monies or Securities, is or shall be tainted with any form of illegality, is free from all encumbrances and/or charges, is freely marketable with complete title and not subject to any contractual, statutory or regulatory restriction on transferability. (iv) the Client represents and warrants that the Client is not and shall not be, in possession of any unpublished price sensitive information in respect of the companies whose Securities, the Client desires to trade in through DSPML under this Agreement. (v) the Client has not initiated, promoted, solicited or participated in any unfair or manipulative market practices; (vi) there are no prior or pending criminal proceedings or proceedings related to any crimes including any economic offences or other financial related crimes against him or investigations or enquiries or any negative reputation issues nor any actions have been taken by SEBI, RBI, the Exchange, or any other stock exchange, any Depository involving the Client. Further, the Client is not prohibited in any manner from dealing in Securities and in the event any such issues or situations arise or proceedings are commenced against the Client, the Client shall forthwith inform DSPML; (vii) by entering into each transaction or making each request or Order under this Agreement, the Client will not violate its constituent documents, any Applicable Laws, binding order of a court or regulatory body applicable to it or an contract or other instrument binding on it or its assets; (viii) the Client is, and shall always be, acting as a principal and not as an agent of or on behalf of any other person; (ix) the Client agrees that it shall be bound by DSPML s, the Exchange s and SEBI s auction and close-out policies and agrees to abide by the rate and quantity of Margin Deposit and/or amount of monies debited and/or credited to the Client s account pursuant to the said policies; (x) the Client (if a foreign institutional investor/non-resident Indian/person of Indian origin), hereby acknowledges that he is aware of the RBI guidelines in relation to his investments in the secondary market in India. The Client hereby agrees to keep himself abreast of the ceiling limits on investments as published by RBI from time to time and also agrees that he shall immediately reverse his transaction(s), if such transaction(s) breaches the ceiling limits as imposed by RBI. In case the Client does not /is unable to reverse such transaction immediately, the Client authorizes DSPML to do so under intimation to the Client. Further, if the Client, has restrictions or is not 10

11 19. LIEN AND SET-OFF legally permitted to deal in Securities or the Services offered by DSPML in the jurisdiction or the country where such Client resides, the Client shall not avail neither be entitled to avail Services offered by DSPML under this Agreement. (i) (ii) (iii) (iv) Whenever and so often as the Client is obliged to make payments and/or deliver Securities under the provisions of this Agreement to DSPML, all Securities and other assets from time to time lodged with DSPML by the Client including the Securities lying in the Client s DP Account or held by DSPML for and on behalf of the Client and monies lying to the credit of the Client s bank account or any cash lying to the credit of the Client with DSPML for the purpose of making the aforesaid payments and/or delivering securities shall be subject to the lien of DSPML that may be due at any time by the Client to DSPML in respect of broking and depository participant business done subject to the Bye-laws, Rules and Regulations of the Exchange and shall be deemed a general security for payment to DSPML of all such monies (including interest, commission, brokerage, DP charges and other expenses) as may be due by the Client in such manner, to be exercised by DSPML after giving the Client [30] days written notice. Information about default in payment / delivery and related aspects by a Client shall be brought to the notice of the Exchange. In case where defaulting Client is a corporate entity/ partnership/ proprietary firm or any other artificial legal entity, then the name(s) of director(s)/ promoter(s)/ partner(s) proprietor as the case may be, shall also be communicated to the Exchange. [This is a SEBI mandated clause] DSPML shall have the right at its sole discretion, to determine which Securities and properties are to be sold and which contracts or positions are to be closed out and the order in which they are to be sold or closed out. The lien created hereunder will remain in full force and effect by way of continuing security and will not be affected in any way by any settlement of account or other matter. DSPML shall be entitled to recover from the Client any costs incurred in enforcing the lien. DSPML shall not be liable as a result of taking or refraining from taking any action in good faith in the circumstances contemplated by this clause. Notwithstanding anything contained in this Agreement but subject to Applicable Laws, DSPML shall be entitled to set off against any amount payable by it, pursuant to this Agreement, any amounts owing and/or any liability present or future, actual or contingent, several or joint, primary or collateral, or of whatever nature by the Client to DSPML or to any Affiliate whether pursuant to this Agreement or on any other account whatsoever (whether or not such amounts are due and payable and irrespective of the currency in which such amounts are denominated). 20. LIMITATIONS OF LIABILITY AND INDEMNITY (i) Neither DSPML, nor its directors, officers, employees, agents, Affiliates shall in any circumstances be liable for any direct or indirect loss, cost, liability, expense or damage (including without limitation all reasonable legal fees and expenses arising from: (a) any act or omission in the course of or relating to the activities to which this Agreement applies; (b) any act or omission of any agent or third party who performs Services pursuant to this Agreement; (c) any non-execution of any Order or request due to any suspension, interruption, nonavailability or malfunctioning of the relevant trading service or the Exchange system(s) or service(s) for any reasons whatsoever; (d) any failure, interruption error, omission or delay in performance of their obligations or in the transmission/delivery of information resulting from acts, events or circumstances not within their reasonable control including but not limited to war, acts of terrorism, civil disorder, industrial disputes, natural calamities, floods, fire and other natural disasters, legal restraints, faults in the telecommunication network or internet or network failure, software or hardware errors; 11

12 (ii) (iii) (iv) (v) (vi) In no event shall DSPML, or any of its directors, officers, employees or agents be liable for any direct, indirect, incidental, special, consequential losses or damages, howsoever arising. DSPML does not guarantee the timeliness, sequence, accuracy, completeness, reliability or content of any market information or messages disseminated to the Client. The Client acknowledges that trading over telephone and through computers involve many uncertain factors and complex hardware, software systems, communication lines, etc which are susceptible to interruptions, disturbances and dislocations and DSPML s Services may at any time be unavailable without further notice. DSPML makes no representation or warranty that the Services will be available to the Client at all times without interruption. The Services are provided on an as available" basis without warranties of any kind, either express or implied, including, without limitation, those of merchantability and fitness for a particular purpose. DSPML is not obliged to send any transaction updates to the Client other than the statutory reports as required by law from time to time. The Client agrees to and shall indemnify and hold harmless each of DSPML, its Affiliates and any of its directors, officers, employees and agents (each, an indemnified person ) against all losses resulting directly or indirectly from any act, omission, representation, warranty, undertaking, confirmation or instruction of the Client or the Client s agents arising: (a) out of or in connection with the performance of DSPML s duties or discretions under this Agreement (including but not limited to losses on account of acting upon and/or execution of the instructions or requests placed over the phone or other electronic means due to any reason whatsoever); (b) otherwise in connection with this Agreement; or (c) under Applicable Law; or (d) arising out of a breach by the Client of any provision of this Agreement. 21. SUSPENSION OF SERVICES AND TERMINATION (i) This Agreement shall forthwith terminate if DSPML for any reason ceases to be a member of the Exchange including cessation of membership by reason of DSPML's default, death, resignation or expulsion or if the certificate issued by the Board is cancelled. [This is a SEBI mandated clause] (ii) DSPML and the Client shall be entitled to terminate this Agreement without giving any reasons to the other party, after giving notice in writing of not less than one month to the other party. Notwithstanding any such termination, all rights, liabilities and obligations of the parties arising out of or in respect of transactions entered into prior to the termination of this Agreement shall continue to subsist and vest in / be binding on the respective parties or his / its respective heirs, executors, administrators, legal representatives.or successors, as the case may be. [This is a SEBI mandated clause] (iii) DSPML shall not be bound to release the Margin Deposit until all outstanding trades upon termination of this Agreement have been fully squared off or settled. (iv) DSPML shall be entitled to suspend or terminate this Agreement without prior notice if : (a) (b) (c) the Client has breached this Agreement; or upon, winding up, bankruptcy, liquidation or lack of legal capacity of the Client; or has misrepresented facts at the time of account opening or otherwise; or (d) any proceedings or investigations that involve the Client or his/its properties have been 12

13 22. SURVIVAL initiated or is ongoing; or (e) the Client fails to fulfill his/its payment obligations under this Agreement or otherwise due to DSPML. The provisions of Clauses ( Compliance with Applicable Laws ), ( Brokerage/Fees/Commission or Other Charges ), ( Representations and Warranties of the Client ), ( Lien, Set-Off), ( Limitations of Liability and Indemnity ), ( Suspension of Services and Termination ), ( Confidentiality ), ( Miscellaneous ), ( Survival ), ( Dispute Resolution ), ( Jurisdiction ) shall survive the termination of this Agreement. 23. CONFIDENTIALITY (i) The Client will treat as confidential (both during and after the termination of the relationship between the parties) any information learned about DSPML, including without limitation, its investment strategy or holdings or its products or services in the course of their relationship under this Agreement. The Client will not disclose the same to any third party without DSPML s written consent. These obligations shall not apply to information which (i) is, or becomes, known to the public, (ii) is received by the Client from a third party entitled to disclose it, or is disclosed to competent government authorities or courts or other tribunals in accordance with the requirements of Applicable Law. (ii) DSPML hereby undertakes to maintain the details of the Client as mentioned in the Client registration form (including but not limited to) or any other information pertaining to the Client in confidence and that it shall not disclose the same to any person/authority except as required under any law/regulatory requirements. Provided however, that DSPML may so disclose information about his Client to any person or authority with the express permission of the Client. [This is a SEBI mandated clause] (iii) The Client acknowledges that, pursuant to this Agreement or otherwise, DSPML may receive confidential information about the Client. The Client acknowledges that DSMPL may need to share such confidential information about the Client with the Authorities, its Affiliates or other persons, for enabling it to render the Broking Services to the Client pursuant to this Agreement, including without limitation, as may be required by Applicable Law and outsourcing certain functions. The Client hereby expressly consents that any such personal data/information and account information or records of the Client may be used by DSPML for the aforesaid purposes. 24. ASSIGNMENT The Client shall not be entitled to assign any of its rights, obligations and /or benefits under this Agreement without the prior written consent of DSPML. DSPML shall be entitled to assign its rights, obligations and/or benefits under this Agreement to any successor entity, Affiliates or to any other third party entity at its absolute discretion. 25. CONCLUSIVENESS OF RECORDS DSPML s own records of the trades/transactions maintained through computer systems or otherwise shall be accepted as conclusive and binding on the Client for all purposes. 26. REDRESSAL OF GRIEVANCES (i) DSPML agrees that it shall co-operate in redressing grievances of the Client in respect of transactions routed through it and in removing objections for bad delivery of shares, rectification of bad delivery, etc. in respect of shares and securities delivered/to be delivered or received/to be received by the Client. [This is a SEBI mandated clause] (ii) Upon satisfactory redressal of the Client's grievances where such resolution results in any payment by DSPML to the Client or any other form of remedial measure to the Client, the Client accepts that such 13

14 payment/remedy shall be in full and final settlement of all dues and claims and thereby releases and discharges DSPML from all the obligations, present and future in relation to the concerned complaint. (iii) All Client complaints may be directed to such grievance redressal department of DSPML or to such other person or department as may be notified by DSPML from time to time for the purpose. 27. RECONCILIATION OF ACCOUNTS DSPML and the Client agree to reconcile their accounts at the end of each quarter with reference to all the settlements where pay-outs have been declared during the quarter. [This is a SEBI mandated clause] 28. MISCELLANEOUS (i) NOTICES All notices, requests and other communications to any party hereunder shall be in writing and sufficient if delivered personally or sent by facsimile transmission (with confirmation of receipt) or, by registered or certified mail, postage prepaid, return receipt requested or by overnight mail or courier service, addressed as follows: To DSPML at Name of the person concerned: Ms. Charu Sippy Authorised Signatory Address: 8 th Floor, Mafatlal Centre, Nariman Point, Mumbai Phone: / Fax: To the Client at X Name of the person concerned: Address: Phone: Fax: or to such other address or addresses or facsimile numbers or addresses as the party to whom notice is to be given may have furnished to the other party in writing in accordance herewith. Each such notice, request or communication shall be effective when received or, if given by mail, when delivered at the address or addresses specified in this section or on the fifth business day following the date on which such communication is posted, whichever occurs first. (ii) DISPUTE RESOLUTION (a) The Client and DSPML agree to refer any claims and/or disputes to arbitration as per the Rules, Bye-laws and Regulations of the Exchange and circulars issued thereunder as may be in force from time to time. [This is a SEBI mandated clause]. (b) DSPML and the Client are aware of the provisions of the Bye-laws, Rules and Regulations of the Exchange relating to the resolution of the disputes/differences through the mechanism of arbitration provided by the Exchange and agree to abide by the said provisions in so far as any disputes under these terms relate to the transactions that are to be carried out on the Exchange. (c) DSPML hereby agrees that it shall ensure faster settlement of any arbitration proceedings arising out of the transactions entered into between DSPML and the Client and that it shall be liable to implement the arbitration awards made in such proceedings. [This is a SEBI mandated clause]. (d) Except for the claim / disputes which are subject to the Rules and Regulations of the Exchange on which the trades have been executed, any and all claims and disputes arising out of 14

15 or in connection with this Agreement or its performance and/or otherwise and/or all matters relating to non-contractual claims shall be settled by arbitration by a sole arbitrator to be appointed jointly by DSPML and the Client. The arbitration shall be governed by the provisions of the Arbitration & Conciliation Act, (e) DSPML and the Client agree to abide by any award passed by the Ombudsman under the SEBI (Ombudsman) Regulations, [This is a SEBI mandated clause]. (iii) JURISDICTION (a) DSPML and the Client declare and agree that the transactions executed on the Exchange are subject to Rules, Bye-laws and Regulations and Circulars issued thereunder of the Exchange and all parties to such trade shall have submitted to the jurisdiction of such court as may be specified by the Bye-laws and Regulations of the Exchange for the purpose of giving effect to the provisions of the Rules, Bye-laws and Regulations of the Exchange and the circulars issued thereunder. [This is a SEBI mandated clause.] (b) This Agreement shall at all times take effect as having been made, entered into and to be performed in the city of Mumbai and the parties hereto shall be deemed to have submitted to the exclusive jurisdiction of the competent courts/appropriate forums of/at Mumbai with respect to all disputes between DSPML and the Client. The court of law shall only have jurisdiction for all matters referable to a court of law under the Arbitration and Conciliation Act, 1996 or otherwise. The Client and DSPML agree to refer any claims and/or disputes to arbitration if and to the extent required by Applicable Laws. (iv) OTHER MISCELLANEOUS CLAUSES (a) DSPML shall continue to be responsible for replacing bad deliveries of the Client in accordance with applicable 'Good and bad delivery norms' even after termination of the Agreement and shall be entitled to recover any loss incurred by him in such connection from the Client. [This is a SEBI mandated clause] (b) The Client understands and agrees that DSPML is acting as an agent of the Client unless DSPML notifies the Client, electronically or in writing, before the settlement date for the transaction that DSPML is acting as a dealer for its own account or as agent for some other person. (c) DSPML and/or its agents will not be liable for losses caused directly or indirectly by government restriction, exchange or market rulings, suspension of trading, computer or telephone failure, war, earthquakes, flood, accident, power failure, equipment or software malfunction, strikes or any other conditions beyond DSPML s control. (d) DSPML hereby informs the Client that apart from engaging in client based business DSPML also does proprietary trading for its own account. Material Interests (e) Your attention is drawn to the fact and you acknowledge that DSPML and other direct and indirect subsidiaries of Merrill Lynch & Co., Inc. (the Group ) are part of a group of companies which is involved in a full range of services including banking, investment banking and the provision of investment services. As such, DSPML (or any of its divisions) or any associated company may have a material interest or a conflict of interest in the services or transactions we carry out with or for you. The Group utilises rules and procedures to ensure that business areas, divisions and companies within the Group operate independently of each other and restrict access by the particular employee(s) responsible for handling your affairs to certain areas of information. Accordingly: (i) we will provide services to you under this Agreement on the basis of information actually known to particular employees responsible for handling your affairs; and (ii) as a result of our relationship with other customers and with connected companies, we may in some circumstances be unable to advise you, or execute transactions with or for you, in relation to particular investments and DSPML shall not be obliged to disclose the reason why or any further information relating thereto. (f) You agree that DSPML and/or our associated companies are entitled to provide services to, or effect transactions with or for, you notwithstanding that DSPML may have a material 15

16 interest in or a conflict of duty in relation to the transaction or investment concerned and consent to our acting in any manner which DSPML would consider appropriate in such cases. For example, a division of DSPML or an associated company may: (i) (ii) be a financial adviser to the company, or related entity, in relation to whose securities you are entering into transactions or be acting for that company in a takeover bid by or for it; be sponsoring or underwriting a new issue involved in the investment in relation to which you are entering into transactions; (iii) be dealing as a principal and/or be registered as a market maker in the investment concerned or be dealing as agent for more than one person; (iv) be giving investment advice and providing other services to another person about or concerning the investment in relation to which you are entering into transactions; (v) have acted upon or used the information on which published research recommendations are based before those recommendations have been published to our customers; (vi) trade (or may have traded) for the account of DSPML or their own account (or for or on behalf of other clients), have either a long or short position in the investment concerned or related or other investments or otherwise pursue DSPML s or their legitimate business as a market maker or dealer (including entering into an agreement for the underwriting of an issue of financial instruments) in connection with the investment concerned or related or other investments; (vii) be buying and selling units in a collective investment scheme where DSPML or an associate are the trustee or operator (or an adviser) to the scheme; (viii) be dealing as agent on your behalf with a person connected with DSPML or conducting an agency cross by matching your order with that of another person (who may be a person connected with DSPML); (ix) have other business relationships, including investment banking relationships, with the company, or a related entity, in relation to whose securities you are entering into transactions; (x) execute hedging transactions prior to (i.e. in anticipation of) or following receipt of an order or information concerning a contemplated order or transaction from you or from someone acting on your behalf in order to manage our risk in relation to transactions you are entering into or contemplating, or execute transactions in order to facilitate the dutiful execution of your order or manage our own market maker or dealing activities, all of which may impact on the price you pay or receive in relation to such transactions and any profits generated by such hedging or other transactions may be retained by DSPML or an associated company without reference to you; and/or (xi) enter into transactions as agent or principal, including for pre-hedging purposes, with a view to executing or facilitating the execution of the proposed transaction(s), based upon information you provide to DSPML and any information held by DSPML or an associated company regarding your previous trading, when you provide DSPML with bid information, including when you ask DSPML to provide a quote for a portfolio trade involving the commitment of DSPML capital or otherwise. Such transactions may impact upon the prices you subsequently obtain when DSPML trades with you or when you trade with other firms. (g) Neither the relationship between you and DSPML nor the services to be provided by DSPML nor any recommendation or advice tendered to you nor any other matter will give rise to fiduciary or equitable duties on the part of DSPML which would oblige either DSPML or any associate to accept responsibilities more extensive than set out in this Agreement. (v) This agreement can be altered, amended and / or modified by the parties mutually in writing without derogating from the contents of this Agreement. Provided however, if the rights and obligations of the parties hereto are altered by virtue of change in Rules and regulations of SEBI or Bye-laws, Rules and Regulations of the relevant stock Exchange, such changes shall be deemed to have been incorporated herein in modification of the rights and obligations of the parties mentioned in this agreement. 16

17 SCHEDULE A Name of the Client Constitution Address/Registered Office IN WITNESS WHEREOF the parties hereto have caused this Agreement on the day and the year first above written and at the places as mentioned hereinabove. Signed and Delivered on behalf of the Client ) ) by the hand of ) its duly authorized official in the presence of ) (Witnesses) Signed and delivered for and on behalf of ) DSP Merrill Lynch Limited. ) by the hand of ) ) In the presence of : )