MEMORANDUM

AND

 

ARTICLES OF ASSOCIATION

 

Donut: THE CALCUTTA STOCK EXCHANGE ASSOCIATION LIMITED

 

 

 

 

The Companies Act, 1956

Company Limited by Shares

Memorandum of Association

Of

The Calcutta Stock Exchange Association Limited

 

I

 

The name of the Company  is “ THE CALCUTTA STOCK EXCHANGE ASSOCIATION LIMITED”

 

 

II

 

The Registered Office of the company will be situated in West Bengal.

 

III

 

The Objects for which the company is established are :-

 

A

 

MAIN OBJECTS

 

 

1

To facilitate, promote, assist, regulate and manage in the public interest, dealings in securities of all kinds [ which shall include all securities defined as such under the Securities Contracts (Regulations) Act, 1956 and all other instruments of any kind including money market instruments] and to provide specialised, advanced, automated and modern facilities for trading, clearing and settlement of securities, with a high standard of integrity and honour, and to ensure trading in a transparent, fair and open manner with access to investors from areas in or outside India.

 

2

To initiate, facilitate and undertake all steps of all such activities in relation to Stock Exchange, Commodity Markets, Money Markets, Financial Markets, Securities Markets, Capital Markets, as are required for better investor’s service and protection, including but not limited to; taking measures for ensuring greater liquidity (both in terms of breadth and depth of securities) for the investor, providing easier access to the Exchange, facilitating inter-market dealings and generally to facilitate transactions in securities in a cost effective, expeditious and efficient manner.

 

 

3

To support, develop, promote and maintain a healthy market in the best interests of the investor and the general public and the economy and to introduce high standards of professionalism among themselves and with investors and the financial securities, commodity, money and capital markets in general. 

 

B

 

THE OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE MAIN OBJECTS ARE :-

 

 

4

To carry on business as a self regulatory organization.

 

 

5

To form and operate one or more segments, which may include cash segments, derivatives segments, Commodity Segments and debt segments.

 

 

6

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

 

 

 

 

7

To admit securities to dealing on the Exchange  or to otherwise permit securities to be dealt with on the Exchange.

 

 

8

To levy, fix, charge, recover and receive from members and other persons transacting or utilizing the services or infrastructure of, otherwise interacting with, the company or its members, charges, deposits (including security deposits), margins, fees (including membership fees, listing fees, process fess or charges for public offerings), subscriptions, ad hoc levies and other amounts.

 

 

9

To make, amend, implement and enforce rules, bye-laws and regulations including rules, bye-laws and regulations relating to :-

 

 

 

(i)

the manner in which, and the conditions subject to which, any business or activity shall be transacted;

 

 

 

(ii)

conduct of members, sub- brokers, investors, issuers, listed entities and / or other intermediaries and participants in the securities, commodities and capital markets;

 

 

 

(iii)

all aspects of clearing membership, trading membership and other categories of membership( including the grant, transfer, transmission, suspension, surrender and termination thereof), trading, clearing and settlement, listing, ethics, committees, delegation of powers and authority and other matters whatsoever pertaining to the Company and its business and activities.

 

 

10

To regulate and fix the scale or amount of commission, brokerage and other charges to be charged by members.

 

 

11

To do such acts, deeds, and things as the Company may consider appropriate :-

 

 

 

(iv)

in the interests of the Company, trading, clearing and other members, sub-brokers, investors, issuers, listed entities and/ or other intermediaries and participants in the securities and capital markets and / or the economy;

 

(v)

to introduce and maintain high standards of professionalism, commercial honour and integrity, to promote and inculcate honourable practices and just and equitable principles of trade and business, and to foster and assist the development of a healthy, orderly and transparent sock exchange and the securities and capital markets.

 

 

12

To facilitate clearing and settlement.

 

 

13

To resolve and settle claims and disputes ( including claims and disputes between members inter se, between members and non- members and between non-members inter se) or provide procedures and facilities for, or otherwise facilitate resolution and settlement of, such claims and disputes including through mediation, conciliation and arbitration, to appoint or make provisions relating to appointment of mediators, conciliators and arbitrators, set up panels of mediators, conciliators and arbitrators and to fix the fees of  and remunerate or provide for remuneration of such arbitrators and conciliators, to regulate the procedure of such mediations, conciliations, and arbitrations and provide for enforcement of the decisions or awards thereof. For the purposes of this clause, the  term “ non- members” may include sub-brokers, remisiers, authorised clerks, employees of members, clients of members or sub-brokers, issuers of securities, listed companies, promoters of issuers of securities and listed companies, investors and other intermediaries and participants in the Exchange, the securities markets or the capital markets.

 

 

14

To decide and settle or provide for the decision or settlement of questions and disputes relating to trading methods, practices, usages, customs or courtesy in the conduct of trade and business in securities.

 

 

15

To provide for mechanisms for fulfillment of contractual obligations including by creation of funds for settlement guarantee, investors protection and compensation against claims of bad deliveries as the company may consider appropriate.

 

 

16

To (by itself or in association with or through another or others) sponsor, promote, hold equity or other stake in and / or otherwise associate with any company or body corporate acting or proposing to act as  a custodian or depository of securities of any kind or providing or proposing to provide any assistance, services, facilities or products in relation to stocks exchanges or securities or capital markets including storage in any form, gratuitously or otherwise, of, or letting on hire or otherwise disposing off safes, strong rooms and other receptacles for, money, securities and / or documents.

 

 

17

To become a member of or network or otherwise associate with other stock, securities, commodities, currency or other exchanges or associations ( whether incorporated or not)

 

 

18

To promote, sponsor, establish, maintain, control and / or regulate or appoint agents to establish, maintain control and/ or regulate a clearing house, stock holding or clearing corporation, bank or a depository.

 

 

19

To enter into any arrangements with any government or authority ( central, state, municipal, local or any other) which may seem desirable and to obtain from the Government or such authority any powers, rights, grants, licenses, decrees, privileges or concessions and to comply with work, develop, carry out, exercise and turn to account any such powers, rights, grants, licenses, privileges or concessions.

 

 

20

To apply for and obtain any and all such recognitions, permissions, consents, approvals and licenses as may be required.

 

 

21

To settle trusts.

 

 

22

To appoint trustees ( whether individuals or corporations) to hold securities or other property on behalf of and / or to protect or further the interest or any objects of the company.

 

 

23

To constitute and / or act as trustee of any trusts including trusts or trustees under deeds constituting or securing or relating to the issue of any debentures, debenture stock or other securities or to any certificates, documents, assets or obligations and to undertake and execute any other trusts and also undertake the office of or exercise the powers of executor, administrator, receiver, custodian and trust corporation.

 

 

24

To acquire, collect, preserve, analyse, sell or disseminate through various media or otherwise, statistical or other information.

 

 

25

To compute, create, manufacture, acquire, develop, market, sell, licence or otherwise deal with indices of all types.

 

 

26

To maintain a library.

 

 

27

To maintain web-sites and universal resource locators.

 

 

28

To advertise and publicise the Exchange, its members companies whose securities are admitted for dealings and / or permitted to be dealt in on the Exchange or other persons using the services or infrastructure of or interacting with the Exchange and its or their products and / or services.

 

 

29

To print, publish, undertake, manage and carry on any newspaper, journal, magazine, pamphlet, official year book, daily or other periodical quotation lists or other publications or works.

 

 

30

To improve and elevate the technical, business and other knowledge and skills of individuals, corporates and other organizations or persons, including by imparting training, by arranging  lectures, holding classes and examinations or otherwise testing the knowledge, competence or caliber of such persons, awarding certificates, diplomas and other recognitions and instituting and establishing scholarships, grants and other benefactions and setting up, forming or otherwise associating with any technical, educational or other institutions.

 

 

31

To subscribe to, become a member of and / or otherwise co- operate with any person, company or association, whether incorporated or not, whose objects include the promotion of interests which the company seeks to promote or to promote general commercial and trade interests and to procure information from and communicate information to such person, corporate or association.

 

 

32

To promote, set up, carry on, take equity in and / or act as consultants and / or advisers to, enter into any association with securities, commodities, currency or other exchanges in India or  abroad or other intermediaries or participants in the financial, securities, capital, currency or commodities markets.

 

 

33

To act as consultants or other intermediaries for securities and their issue and marketing.

 

 

34

To advise on the incidents and features of trading, clearing and other activities on the company or stock, commodities, currency or other exchanges in general.

 

 

35

To take part in the management, supervision or control of the business or operations of any company or undertaking and for that purpose to render technical and professional services and act as administrators, or in any other capacity, and to appoint and remunerate any directors, administrators or accountants or other experts or agents for consideration or otherwise.

 

 

36

To enter into any partnership or arrangement in the nature of a partnership, co- operation or union of interest, with any person or persons, company or corporation engaged or interested or about to become engaged or interested in the carrying on or conduct of any business or enterprise which the company is authorized to carry on or conduct or from which the company would or might derive any benefit whether direct or indirect.

 

 

37

To form, constitute, promote, subsidise or  organise and assist or aid in forming, consulting, promoting, subsidising, organising and assisting or aiding  companies, partnerships or unions of all kinds. 

 

 

38

To amalgamate and / or merge with any company or companies or associations having objects altogether or in part the same as or similar to any of those of the company.

 

 

39

To formulate and implement any scheme of reconstruction or arrangement.

 

 

40

To carry on the companies business as principals, agents, trustees or in any other capacity.

 

 

41

To do, alone or in conjunction with another or others, either as or through or by principals, agents, trustees, contractors or otherwise any acts, deeds or things as may be required, conducive or incidental to the attainment of any of the objects of the company.

 

 

42

To own, establish or have and maintain offices, branches, agencies and trading platforms in or out of India  for its business and activities.

 

 

43

To exercise all or any of its powers, rights, and privileges and to conduct its business and activities in India and / or in any foreign countries. 

 

 

44

To subscribe, contribute or make donations or grants to, or otherwise assist, charitable or benevolent objects or any public, general or useful object or fund or institution, and to aid pecuniarily or otherwise, any association, body or movement.

 

 

45

To establish and support or assist in the establishment and support of any funds  ( including funds for the protection of members, investors and others), trusts and conveniences calculated to advance and further any of the objects and purposes of the company and /or the securities, capital and financial markets in general. 

 

 

46

To make payments or disbursements out of the funds or other property of the company for any of the purposes specified in these presents or the articles of association, rules, bye- laws or regulations of the company. 

 

 

47

To engage in research and development.

 

 

48

To borrow money, securities or other property, raise loans in any form, receive deposits, create indebtedness, receive grants or advances or raise any monies ( in each case, with or without interest) upon such terms and in such manner and with or without security as may from time to time be determined including by the issue of debentures, debenture stock, bonds or other securities by the company.

 

 

49

To invest, lend or advance monies, securities and property, with or without interest, upon such terms and in such manner and with or without security as may from time to time be determined by the company.

 

 

50

To draw, make, accept, endorse, discount, execute, issue, negotiate and sell bills of exchange, promissory notes, cheques, bills of lading, warrants, debentures and other negotiable or transferable instruments or documents with or without security and also take and receive advances by discounting or otherwise, with or without security, upon such terms and conditions as  the company deems fit.

 

 

51

To secure or discharge any debt or obligation as may be thought fit including by mortgages and charges upon the undertaking and / or all or any of the assets and property ( present and future) and / or the uncalled capital of the company or by the creation and issue on such terms as may be thought expedient, of debentures, debenture stock, or other securities of any description or by the issue of shares credited as fully or partly paid- up.

 

 

52

To give guarantees and indemnities ( including guarantees and indemnities in respect of the debts, obligations and contracts or others) and carry on and transact every kind of guarantee and counter guarantee business including the payment of any principal monies, interest or other monies secured by or payable under debentures, bonds, debenture - stock, mortgage, charges, contracts, obligations and securities, and the payments of dividends on and the repayment of the capital of stock and shares of all kinds and descriptions.

 

 

53

To acquire shares, stocks, debentures, debenture- stock, bonds, obligations, and securities by subscription, tender, purchase, exchange or otherwise, either conditionally or otherwise, and to guarantee the subscription thereof, and to exercise and enforce all rights and powers conferred by or incident to the ownership thereof.