DEED OF PLEDGE FOR SECURITIES TOWARDS ADDITIONAL MARGIN DEPOSIT / ADDITIONAL BASE MINIMUM CAPITAL
This Deed of Pledge (hereinafter referred to as “the Deed”) is executed at this day of 20
Mr./Ms./M/s. an individual / a sole proprietary concern / a partnership firm / a body corporate, registered / incorporated under the provisions of the Indian Partnership Act, 1932 / the Companies Act, 1956, having his / her / its Registered Office at a Member of the Calcutta Stock Exchange Association Limited, having Membership No
Here in after referred to as “the Trading Member” (which expression shall unless repugnant to the context or meaning thereof be deemed to mean and include his/their successors, administrators and permitted assigns);
In favour of The Calcutta Stock Exchange Association Ltd., a company incorporated under the Companies Act, 1956, and a Stock Exchange duly recognized by the Central Government under the provisions of the Securities Contracts (Regulation) Act, 1956, having its registered office at 7, Lyons Range, Kolkata – 700 001, hereinafter referred to as "the CSE" which expression shall unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns)
1. The Member is admitted as an Eligible Trading Member for trading in the CSE and / or BSE trading platform as per the arrangement in this regard; and
2. As per the Rules, Bye-laws and Regulations of the Exchange, a Trading Member desirous of availing additional margin limit shall deposit with CSE the requisite collateral security towards additional capital (Liquid Assets) for the due performance by him, of his engagements, commitments, operations, obligations or liabilities as a trading member of CSE arising out of the transactions done by such trading member as per the Rules, Bye-laws and Regulations of CSE. The collateral security to be deposited towards Additional Base Minimum Capital or additional capital (Liquid Assets) may be in the form of Cash, FDR of approved Banks or approved Securities, Bank Guarantees, Government Securities and the units of the approved Mutual Funds; and
3. The Securities to be deposited by the Trading Member with CSE towards Additional Base Minimum Capital or Additional Capital (Liquid Assets) shall be such Securities in dematerialised form as may be approved by CSE from time to time as per SEBI regulations; and
4. The Trading Member of CSE shall deposit the Securities towards Additional Base Minimum Capital or Additional Capital (Liquid Assets) with the Securities Department of the Exchange.
NOW, THIS DEED OF PLEDGE WITNESSETH AS FOLLOWS:
1. In consideration of CSE having agreed to accept the approved Dematerialized Securities as Additional Base Minimum Capital / Additional Capital (Liquid Assets), the Trading member hereby pledges the Securities (hereinafter referred to as the "the Said Securities") and the CSE hereby accepts the first and present security interest in (i) the Securities (ii) all Dividends (iii) all Additional Securities and (iv) such other Security listed in the Schedule annexed hereto to secure and performance of all obligations of the Trading Member under this Deed of Pledge. The Said Securities shall include all the securities deposited from time to time (in addition, substitution or replacement thereof) with CSE as security for due performance and fulfillment by him/them of all engagements, commitments, operations, obligations or liabilities as a Trading Member of CSE arising out of or incidental to any contracts made, executed, undertaken, carried out or entered into by him / them as per the Rules, Bye-laws and Regulations of CSE.
2. The Trading Member, if so determined by CSE, shall place the said Securities in the absolute disposition of such Custodian/Depository Participant in such manner as decided by CSE and such possession and disposition may be apparent and indisputable notwithstanding the fact that the Trading Member may be permitted to have access to the Said Securities in the manner and subject to such terms and conditions as may be determined by CSE. The Trading Member confirms, affirms and covenants with CSE that during the period of the said Securities remaining in possession and disposition of the custodian / depository participant as decided by CSE, he / they shall do all such acts and things, sign such documents and pay and incur such costs, debts and expenses as may be necessary without prejudice to any other obligations, liabilities, duties which he/they owe as a Trading Member of CSE. The Trading Member agrees that the applicable Depository and Depository Participant charges for the pledging and un-pledging of securities shall be solely borne by the Trading Member.
3. The Trading Member declares and assures that all the said Securities are in existence, owned by him/them and free from any prior charge, lien, encumbrance or not in any lock-in period and further that all the said Securities over which pledge may be created in future would be in existence and owned by him/them at the time of creation of such pledge and that all the Said Securities to be given in future as security to CSE will be unencumbered, absolute and disposable property of the Trading Member.
4. The Trading Member agrees that he/they shall not without the written permission from CSE; create any charge, lien or encumbrance of any kind upon or over the Said Securities hereby pledged to CSE. The Trading Member further agrees that he/they shall not permit any charge, lien or encumbrance to be created and shall not do or allow anything to be done that may prejudice the said Securities while he/they remain liable to CSE, in any manner, without the prior written permission of CSE.
5. The Trading Member agrees that he/they shall also similarly pledge all corporate benefits/actions in respect of the said securities if the Depository does not automatically pledge the same.
6. The Trading Member agrees, declares, and undertakes that he/they shall be bound and shall abide by the terms and conditions of the scheme for the deposit of securities in dematerialised form as formulated and determined by CSE, for security towards additional capital (Liquid Assets), either in their existing form or as modified/amended from time to time.
7. The Trading Member is aware and agrees that in accordance with the Rules, Bye-laws & Regulations of CSE, the Said Securities shall be subject to a first and paramount lien for any sum due to CSE or the Clearing House by the Trading Member or by the partnership of which the Trading Member may be a Trading Member and for the due fulfillment of the Trading Member’s engagements, obligations and liabilities or of the partnership of which the Trading Member may be a Trading Member arising out of or incidental to any bargains, dealings, transactions and contracts made subject to the Rules, Bye-laws and Regulations of CSE or anything done in pursuance thereof.
8. If in the opinion of CSE, the Trading Member has failed to perform and/or fails to fulfill his/their engagements, commitments, operations, obligations or liabilities as a Trading Member of CSE under CSE and/or BSE trading platform, arising out of or incidental to any contracts made, executed, undertaken, carried out or entered into by him/them in accordance with the Rules, Bye-laws and Regulations of CSE, then the Trading Member agrees that CSE as a pledgee, on giving one working day notice to the Trading Member, shall be empowered/ entitled to invoke the pledge, and to sell, dispose of or otherwise effect any other transfer of the Said Securities in such manner and subject to such terms and conditions as CSE may deem fit and that the money, if any, realised from such pledge/sale/disposal/or other transfer of the Said Securities shall be utilised/disbursed by CSE in such manner and subject to such terms and conditions as CSE may deem fit and further the Trading Member shall do all such things, deeds, acts and execute such documents as are necessary to enable CSE to effect such pledge/sale/disposal/ or other transfer of the Said Securities. The decision of CSE as to the obligations or liabilities or commitments of the Trading Member and the amount claimed shall be final and binding on the Trading Member. The Trading Member agrees that one working day notice mentioned above shall be deemed to be a reasonable notice.
9. All dividends hereinafter declared on or payable with respect to any Collateral during the term of the Deed (excluding only ordinary cash dividends, which will be payable to the Trading Member so long as no event of default has occurred, hereinafter referred to as Dividends) will be immediately delivered to the CSE to be held in pledge under this Deed of Pledge. Notwithstanding this Deed of Pledge, so long as the Trading Member owns the shares and no event of default has occurred in fulfilling the obligations or liabilities, the Trading Member will be entitled to vote any shares comprising the Collateral, subject to any proxies granted by the Trading Member, if law permits.
10. In the event that during the term of this Deed of Pledge, any stock dividend, reclassification, readjustment, stock split or other change is declared or made with respect to the collateral, or if warrants or any other rights, options or securities are issued in respect of the collateral (the ‘Additional Securities”) then all new, substituted and/ or additional shares or other securities issued by reason of such change or by reason of the exercise of such warrants, rights, options or securities, if delivered to the Trading Member, immediately surrendered to the CSE, will be pledged to the CSE to be held under the terms of this Deed of Pledge as and in the same manner as the Collateral is held hereunder.
11. Until all obligations and liabilities of the Trading Member are fulfilled and under this Deed have been satisfied in full, all Collateral will continue to be held in pledge under this Deed of Pledge.
12. The Trading Member shall, at the request of CSE, execute and deliver such further documents and take such further actions as the CSE shall reasonably request to perfect and maintain the CSE’s security interest in the Collateral, or in any part thereof.
13. This Deed of Pledge will inure to the benefit of the respective heirs, personal representatives, successors and assigns of the parties hereto.
14. The Said Securities pledged as security shall be available at the disposal of CSE as a continuing security and remain available in respect of the obligations, liabilities or commitments of the Trading Member jointly or severally and may be utilised as such in the discretion of CSE, as if each of the obligations, liabilities or commitments is secured by the Said Securities. This Deed shall not be considered as cancelled or in any way affected on its utilisation for meeting any specific obligation, liability or commitment by CSE, but shall continue and remain in operation in respect of all subsequent obligations, liabilities or commitments of the Trading Member.
15. The Trading Member agrees to execute such further documents whether of a legal nature or otherwise as may be required by CSE for the purpose of giving effect to the provisions of this Deed and the scheme for the deposit of securities in dematerialized form.
16. The Trading Member agrees that the deposit of the Said Securities and the pledge thereof shall not be affected in any manner whatsoever if CSE takes any action against the Trading Member including suspension or expulsion or declaration of the Trading Member as a defaulter.
17. The Trading Member agrees that CSE shall not be under any liability whatsoever to the Trading Member or any other person for any loss, damage, expenses, costs etc, arising out of the deposit of the Said Securities, in any manner, due to any cause, whatsoever, irrespective of whether the Said Securities shall be in the possession of CSE or not at the time of such loss or damage or the happening of the cause thereof. The Trading Member shall at all times indemnify and keep indemnified CSE from and against all suits, proceedings, costs, charges, claims and demands whatsoever that may at any time arise or be brought or made by any person against CSE in respect of any acts, matters and things lawfully done or caused to be done by CSE in connection with the Said Securities or in pursuance of the rights and powers of CSE under this Deed.
18. The Trading Member shall be released from its obligations/liabilities/commitments under this Deed only when CSE in writing expressly provides for the same.
19. The Trading Member agrees that CSE shall be entitled to sell, dispose of or otherwise transfer the Said Securities and to execute transfer documents and/or any other necessary documents, wherever applicable or other endorsements for this purpose and that CSE shall be entitled to receive from the Trading Member all expenses incurred by CSE/Custodian/Depository participant for the aforesaid purposes.
20. The Trading Member undertakes that the deposit of the Said Securities and the pledge thereof shall be binding on him/them as continuing and that the same shall not be prejudiced by his/their failure to comply with the Rules, Bye-laws or Regulations of CSE in their existing form or as modified/altered/amended from time to time.
21. No change whatsoever in the constitution of the Trading Member during the continuance of this Deed shall impair or discharge the liability of the Trading Member hereunder.
IN WITNESS WHEREOF the Trading Member has executed these presents on the day and year first hereinabove mentioned.
Signed, sealed and delivered by the within named Trading Member
In the presence of witnesses: (Name, address and signature of witnesses)