Dalmia Securities Pvt. Ltd.

Mandatory Terms & Conditions BSE

(This document is proposed to be kept in the internet trading site home page as Terms and conditions)
"TERMS OF USE OF www.vriddhi.co.in AND OFFLINE TRADING THROUGH ANY OF THE TERMINALS OF DALMIA SECURITIES LIMITED
(hereinafter referred to as the "SERVICES")"

This document (hereinafter referred to as an "Agreement") contains the terms and conditions of your use of the Services. Your use of the Services constitutes your unconditional acceptance of this Agreement. It is important to note that we reserve the right to change/update the Agreement at any time without notice to you. You are responsible for regularly reviewing this Agreement posted on www.vriddhi.co.in Your continued use of the Services after the changes constitutes your unconditional acceptance of the updated Agreement.

Whereas The Member is registered as the member of the Bombay stock Exchange Limited and with SEBI registration number INB010684638 in the Capital Market Segment and SEBI registration number INF010684638 in the Futures and Options Segment.

Whereas the client is desirous of investing/trading in those securities/ contracts/other instruments admitted to dealings on the Exchange as defined in the Rules, Byelaws and Regulations of the Exchange and circulars issued there under from time to time.

Whereas the client has satisfied itself of the capacity of The Member to deal in securities and/or deal in derivatives contracts and wishes to execute its orders through The Member and the client shall from time to time continue to satisfy itself of such capability of The Member before executing orders through The Member.

Whereas The Member has satisfied and shall continuously satisfy itself about the genuineness and financial soundness of the client and investment objectives relevant to the services to be provided; and Whereas The Member has taken steps and shall take steps to make the client aware of the precise nature of The Member’ s liability for business to be conducted, including any limitations, the liability and the capacity in which The Member acts.

WHEREAS The Member and the client agree to be bound by all the Rules, Bye-laws and Regulations of the Exchange and circulars issued thereudner and Rules and Regulations of SEBI and relevant notifications of Government authorities as may be in force from time to time.

WHEREAS:

(i) The Member is a member of Bombay Stock Exchange Ltd and is also registered with the Securities & Exchange Board of India (“SEBI”) as a member with SEBI Registration No. INB 011071835 & INF 011071835; (

ii) The Client is a client/constituent of the Member, and the Member and the Client have entered into a Member-Client Agreement dated the _____ day of __________, ___________ as prescribed by SEBI (“the Main Member-Client Agreement”) and that the client/constituent has been allotted a unique client ID number as____________________pursuant to the above agreement;

(iii)The Member offers and/or proposes to offer the ITORS Service to its clients; and the Client desires to avail of the Member’s ITORS Service for purchasing, selling or otherwise dealing in securities;

(iv)The Member and the Client desire to enter into this Supplemental Agreement to the Main Member-Client Agreement in order to record the agreement between them relating to the Member’s ITORS Service to be availed of by the Client.

IT IS HEREBY AGREED BETWEEN THE MEMBER AND CLIENT as follows:

1. Definitions:

1.1 In this Agreement (including the Recitals above), unless the context otherwise requires the following words shall have the following meanings:-

(i) “the Exchange” means National Stock Exchange Of India Ltd and Bombay Stock Exchange Limited and includes a segment of the above Exchanges.

(ii) “Exchange Provisions” means the Rules, Bye-laws, Regulations, Business Requirement, Specifications, handbooks,notices, circulars and resolutions of the Exchange or any segment of the Exchange in force from time to time and.

(iii) “ITORS” means Internet based Trading through Order Routing System, being a system approved by the Exchange for enabling clients to route their orders to their Member-brokers over the internet.

(iv) “ITORS Account Application” means the application submitted by the Client to the Member to permit the Client to avail of the Member’s ITORS Service.

(v) “ITORS Service” or “Service” means the service offered by the Member to its clients through ITORS whereunder the clients can route their orders for purchase, sale and other dealings in securities through the Member’s ITORS System.

(vi) “Member’s ITORS System” or “Member’s ITORS WebSite” means the web site hosted by the Member on the internet through which the Member offers the ITORS Service and includes the hardware and software used for hosting and supporting the WebSite.

(vii) “Password” means an alphanumeric code used by the Client to validate his/her username and access the Service.

(viii) “Username” means an alphanumeric login identification used by the Client for accessing the Service.

1.2 In this Agreement, headings are used for convenience and ease of reference only and shall not affect the construction or interpretation of any provision of this Agreement.

1.3 In this Agreement, unless the context otherwise requires, reference to the singular includes a reference to the plural and vice-versa, and reference to any gender includes a reference to all other genders.

1.4 In this Agreement, unless the context otherwise requires, references to Recitals and Clauses shall be deemed to be a reference to the recitals and clauses of this Agreement.

1.5 References to any enactment are to be construed as referring also to any amendment or re-enactment thereof and to any rule, bye-law, regulation, business requirement, specification, order or other provision made under it.

2. USER NAME AND PASSWORD:

2.1 The Client will be entitled to a username and password, which will enable him to access the Member’s ITORS System for availing of the Service.

2.2 The Client is aware that the Member’s ITORS System itself generates the initial password and that the Member is aware of the same. The Client agrees and undertakes to immediately change his initial password upon receipt thereof. The Client is aware that subsequent passwords are not known or available to the Member.

2.3 The Client shall be responsible for keeping the Username and Password confidential and secure and shall be solely responsible for all orders entered and transactions done by any person whosoever through the Member’s ITORS System using the Client’s Username and/or Password whether or not such person was authorised to do so.

2.4 The Client shall immediately inform the Member of any unauthorised use of the Client’s Username or Password with full details of such unauthorised use including the date of such unauthorised use, the manner in which it was unauthorisedly used, the transactions effected pursuant to such unauthorised use, etc.

2.5 The Client acknowledges that he is fully aware of and understands the risks associated with availing of a service for routing orders over the internet including the risk of misuse and unauthorised use of his Username and/or Password by a third party and the risk of a person hacking into the Client’s account on the Member’s ITORS System and unauthorisedly routing orders on behalf of the Client through the System. The Client agrees that he shall be fully liable and responsible for any and all unauthorised use and misuse of his Password and/or Username and also for any and all acts done by any person through the Member’s ITORS System on the Client’s Username in any manner whatsoever.

2.6 The Client shall log off from the ITORS Service at any time the Client is not accessing or using the Service and any liability incurred to the Client as a consequence of the Client not logging off the Service shall borne solely by the Client.

2.7 Without prejudice to the provisions of Clause 2.5, the Client shall immediately notify the Member in writing with full details if:

(i) he discovers or suspects unauthorised access through his Username, Password or account,

(ii) he notices discrepancies that might be attributable to unauthorised access,

(iii) he forgets his password or

(iv) he discovers a security flaw in the Member’s ITORS System.

2.8 In any of the above events specified in Clause 2.7, the Client shall immediately change his Password. However, if the Client is unable to change his Password by reason of his having forgotten his Password or his Password having been unauthorisedly changed by some other person or for any other reason then the Client shall immediately request the Member in writing to discontinue his old Password; and thereupon the Member shall cause the Member’s ITORS System to discontinue the use of the Client’s old Password and the Member's ITORS System shall generate a new Password for the Client which shall be communicated to the Client. At no point in time shall the Member be liable for any loss, whether notional or actual, that may be suffered by the Client on account of the misuse of the Password.

3. TRANSACTIONS AND SETTLEMENTS:

3.1 All orders for purchase, sale or other dealings in securities and other instructions routed through the Member’s ITORS System via the Client’s Username shall be deemed to have been given by the Client.

3.2 The orders and instructions and all contracts and transactions entered into pursuant thereto and the settlement thereof will be in accordance with the Exchange Provisions.

3.3 The Member may from time to time impose and vary limits on the orders that the Client can place through the Member’s ITORS System (including exposure limits, turnover limits, limits as to the number, value and/or kind of securities in respect of which orders can be placed, the companies in respect of whose securities orders can be placed, etc.). The Client is aware and agrees that the Member may need to vary or reduce the limits or impose new limits urgently on the basis of the Member’s risk perception and other factors considered relevant by the Member, and the Member may be unable to inform the Client of such variation, reduction or imposition in advance. The Client agrees that the Member shall not be responsible for such variation, reduction or imposition or the Client’s inability to route any order through the Member’s ITORS System on account of any such variation, reduction or imposition of limits. The Client understands and agrees that the Member may at any time, at its sole discretion and without prior notice, prohibit or restrict the Client’s ability to place orders or trade in securities through the Member.

3.4 Though orders will generally be routed to the Exchange’s computer systems within a few seconds from the time the order is placed by the Client on the Member’s ITORS System, the Member shall not be liable for any delay in the execution of any order or for any resultant loss on account of the delay.

3.5 The Client agrees that the Member may, at its sole discretion, subject any order placed by a Client to manual review and entry, which may cause delays in the processing of the Client’s order or may result in rejection of such order.

3.6 In case of a market order, the Client agrees that he will receive the price at which his order is executed by the exchange’s computer system; and such price may be different from the price at which the security is trading when his order is entered into the Member’s ITORS System.

3.7 The Stock Broker at his discretion may execute trades on behalf of the client at the request of the client in case of system failure at the clients end. Any profit/ loss arising out of such trades shall at the risk of and borne by the client.

3.8 Client acknowledges and agrees that the client shall be solely responsible for all orders communicated through the internet service and neither stock-broker nor any of the stock-brokers directors, officers or employees shall be liable for any claims made with respect to the receipt and execution of any such orders.

3.9 The Client hereby agrees that the Member shall not be liable for any losses, damage or claim on account of transactions effected by the Member on behalf of the Client arising from any incorrect or erroneous transfer or collection of the order instructions from the Client.

3.10 If the client resides or gives any order to the stock-broker from outside India, Client agrees to ensure and represent that such Order will have been given in compliance with any and all law of the relevant jurisdiction from which the Client orders are given, and the Client further agrees that the Client Shall, when in doubt, consult or obtain legal and professional advice in or of the relevant jurisdiction. Client accepts that there may be taxes, duties, impositions or charges payable to relevant authorities in respect of Client residing or the giving of any orders from outside India and the execution of such Order and Client agrees to pay such taxes, duties, impositions or charges as are applicable. Client further agrees to indemnify stock-broker on demand any claims, demands, actions costs and expenses stock-broker may suffer or incur in connection with or arising from clients residing or giving of any such order from outside India.

3.11 Any order communicated to stock-broker through the internet service will be considered to have been sent by client. Client agrees to be notify immediately if client does not receive any confirmation (whether by hard copy, electronic or verbal means) that an order communicated by client though the service has been received or executed; receive a written confirmation of an order or its execution which is not accurate or which the Client did not place.

3.12 Stock broker shall have absolute discretion to accept or reject any order or the execution of the order (as the case may be) until there is sufficient cleared funds in the Account; or there is sufficient securities in the Account, for settlement of the relevant Transaction.

3.13 Client acknowledge and agrees that stock broker and the stock broker’s directors, officers, employees and agents shall not be responsible or liable for any loss suffered or which may be suffered by client arising from any delay or failure to perform any of stock brokers obligations hereunder or in the transmission receipt, execution or confirmation of orders due to any breakdown, interruption or failure of transmission of the internet service or any communication equipment or facilities or due to any unauthorised access,tampering, modification or alteration of service and/ or the data or information contained therein or due to any other cause or causes beyond stock brokers control including but not limited to government restriction, exchange or market rulings, suspension of trading, severe whether, earth quakes and strikes. And should Client experience any problem in communicating with the stock broker through the Internet service, client shall use all or any of the other means available to communicate with the stock broker.

4. CANCELLATION REQUESTS

4.1 When the Client places a request to cancel an order, the cancellation of that order is not guaranteed. The order will only be cancelled if the Client’s request for cancellation is received and the order is successfully cancelled before it is executed.

4.2 The Client shall not be entitled to presume an order as having been executed or cancelled until a confirmation from the Member is received by the Client.

4.3 The Exchange may anull a trade suo-moto without giving a reason therefor. In the event of such anullment, the Member shall be entitled to cancel the relative contract(s) with the Client.

5. CONFIRMATIONS

Online confirmation will be available to the Client upon execution or cancellation of an order placed by him through the Member’s ITORS System. This shall be followed by a confirmation, which may be sent by postal mail, electronic mail or other electronic means. It is the responsibility of the Client to review upon first receipt, whether delivered to him online, by postal mail, by electronic mail, or other electronic means, all confirmations of transactions or cancellations.

6. REPRESENTATIONS AND WARRANTIES OF CLIENT

The Client represents and warrants to the Member that:

6.1 All the information provided and statements made in the Client’s ITORS Account Application are true and correct and are not misleading (whether by reason of omission to state a material fact or otherwise) and the Client is aware that the Member has agreed to provide the Member’s ITORS Service to the Client on the basis, inter alia, of the statements made in the Client’s ITORS Account Application.

6.2 The Client is aware and acknowledges that trading over the internet involves many uncertain factors and complex hardware, software, systems, communication lines, peripherals, etc. which are susceptible to interruptions and dislocations; and the Member’s ITORS Service may at any time be unavailable without further notice. The Member and the Exchange do not make any representation or warranty that the Member’s ITORS Service will be available to the Client at all times without any interruption. The Client agrees that he shall not have any claim against the Exchange or the Member on account of any suspension, interruption, non-availability or malfunctioning of the Member’s ITORS System or Service or the Exchange’s service or systems for any reason whatsoever.

6.3 The Client has the required legal capacity to, and is authorised to, enter into this Agreement and is capable of performing his obligations and undertakings hereunder.

6.4 All actions required to be taken to ensure compliance of all the transactions, which the Client may enter into pursuant to this Agreement with all applicable laws, shall be completed by the Client prior to such transaction being entered into.

6.5 The Client shall abide by the Exchange Provisions and the terms of the Member’s ITORS WebSite in force from time to time.

6.6 Any instructions given by an authorised representative of the Client to the Member (or to the Member’s representative) shall be binding on the Client.

6.7 REPRESENTATIONS AND WARRANTIES OF THE MEMBER:

The Member represents and warrants to the Client that :-

The Member’s ITORS System has been approved by the Exchange. Where the ITORS system has not been approved by the Exchange, the Member has applied/ proposes to apply to the Exchange to approve the said ITORS System and the Member will commence the Member’s ITORS Service only after the Exchange has approved the Member’s ITORS System.

7. MARKET DATA

7.1 The Client understands that the Exchange asserts a proprietary interest in all of the market data it furnishes, directly or through the Member or otherwise. The Client understands that the Exchange does not guarantee the timeliness, sequence, accuracy or completeness of market data or any other market information, or any messages disseminated by it. Neither the Member nor the Exchange shall be liable in any way for incorrect, misleading, incomplete or dated data or information and, if the Client acts on the basis of the same, he shall do so at his own risk and cost.

7.2 The Client shall not furnish market information provided by the Exchange to any other person or entity for consideration or otherwise and in the event the Client uses such information he shall do so at his own risk and cost.

8. EXTRAORDINARY EVENTS

The Member 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, communication, telephone or system failure, war, earthquakes, flood, accident, power failure, equipment or software malfunction, strikes or any other conditions beyond the Member's control.

9. AMENDMENT TO AGREEMENT

The Client understands and agrees that the Member may discontinue its ITORS Service in part or in its entirety and change the terms of the Service (including the terms on the Member’s ITORS WebSite) at any time and from time to time, without prior notice.

10. CONDITIONS PERTAINING TO ELECTRONIC ORDERS

10.1. Dematerialised Securities Trading ListThe Member shall notify the securities for which this facility is made available from time to time at its own discretion and no separate intimation, whatsoever, will be sent to the Client.

10.2. Digital Signatures and Secure Electronic Records In the event that the certifying authorities and other infrastructure contemplated under the Information Technology Act, 2000, for ensuring secure electronic records and secure digital signatures is notified by the concerned authorities and the infrastructure to enable the same is in place, the Member would have the right to require the Client to authorize the various transactions on the web site by means of such secure electronic records and secure digital signatures and discontinue the usage of the Client’s Trading Password.

10.3 Form of Trading Password The Client shall use a Trading Password of 6-14 characters in length. Ideally, the password should be something that cannot be easily guessed, and should not be put down in writing thus rendering it vulnerable to theft, etc.

10.4 Recording of Trading Password Recording of the Trading Password in any form, thus rendering it vulnerable to unauthorised use, would be done at the sole and complete responsibility of the Client, and he shall be solely and completely responsible for any such consequent unauthorised use.

10.5 Equipment for communicating at the client side It is the responsibility of the Client to install communications equipment, like fax, modems, compuers, telephones, etc, at the Client’s end for accessing web related services provided by the Member. The full cost of such communication would be borne by the Client only.

10.6 Client’s Infrastructure For the purposes of these Terms and Conditions, it is presumed that the Client has the entire necessary and compatible infrastructure ready at its end for the purpose of accessing the web site of the Member prior to accessing the services provided pursuant to these Terms and Conditions. The Member is neither responsible, nor obliged, to provide equipment or arrange for its installation at the Client’s side.

10.7 Prevention of Unauthorized Use The Client will ensure at his end that unauthorised use of his system(s) is prevented. The Client is solely and fully responsible for all use from and through the Client’s system. 11. Digitally Signed Documents With the regulatory authorities allowing the usage of digitally signed contract notes and Bills, the Client specifically authorizes the Trading Member to make available these digitally signed documents on its website and also authorizes the Trading Member to send these documents by e-mail in future. The Client further confirms that he/she/it does not need any physical contract notes as the Trading Member is already making these documents available in a digitally signed format on its website and in future shall be sending these documents to him-her/it/by e-mail also. The following clauses shall govern the use of digitally signed documents sent by the Member

11. Digitally Signed Contract Notes and Other Documents provided on and through Website-

(a) The term 'Website' here means any Internet website or Website where the Client can view these documents after login id and password to log in to the said website for viewing these documents after login as specified by the Member from time to time.

(b) The Client shall be provided with a login id and password to log in to the said website for viewing these documents.

(c) It shall be duty of the Client to keep his/her/its password secret and not to make it available to any other person to prevent misuse of information present in the documents.

(d) Upon login the Client shall be able to view these documents after verifying them online using a "verify" button on the Website. A "Verifier Software" utility residing at the server end of the Website would carry out this verification.

(e) Due to capacity constraints, it would not be possible to keep such documents ad-infinitum on the server. In such a case, the documents older than three months would be removed and shall be made available to the clients upon request.

12. Submissions to the Member’s Website (a)The Visitor shall remain solely responsible for all submissions on and to the website. The Member is not responsible for the content or message of any submissions. The Member does not guarantee, and makes no formal representation or warranty as to, the accuracy, veracity or completeness of any information provided by others in any portion or page of the website, nor does the Member necessarily endorse, support, sanction, encourage,verify, agree with, or reject, diminish or disagree with, the comments, opinions or statements posted by others on the website.

(b) While the Member does not and cannot review every message posted or item submitted to/on the website, the Member reserves the right, in its sole discretion, but assumes no duty, to delete, move, or edit submissions that it deems false, inappropriate, abusive, defamatory, obscene, in violation of copyright or trademark laws, or otherwise unacceptable, and the Visitor expressly acknowledges and accepts that its submissions may be edited, removed, modified, published, re-published, transmitted and displayed by the Member in its sole discretion.

(c) The website and its Facilities including the discussion groups and chat rooms shall be used only in a non-commercial manner. No part of the website, discussion groups and/or chat rooms shall be used to solicit Visitors to become users of commercial online information services or for any other commercial services. The Visitor shall not disrupt or interfere with any aspect or element of the Web Site nor shall the Visitor do anything, which, in the sole judgment of the Member, will restrict or inhibit any other Visitor from using and enjoying the website and/or any of its Facilities.

The Visitor shall not, without the express written approval of the Member, post or otherwise distribute any material containing any solicitation of funds, advertising or solicitation for goods or services. The Visitor shall not copy third party articles into the chat rooms or discussion groups available on the website. No Visitor shall tout or hype a stock or company, or post the same note on multiple occasions in a single day (a practice known as 'spamming'). The Visitor shall not upload to, or otherwise submit or publish through, the Website any content or material which is libelous, defamatory, obscene, pornographic, abusive, or hateful, or which invades anyone's privacy, encourages conduct that would constitute a criminal offense, or otherwise violates any third party rights or local, state, federal or international law or regulation.

(d) Those Visitors with formal connections or affiliations to or with a company being discussed in any forum, including among other things any and all positions of employment, directorships, consultancies and/or substantial share holdings, must identify themselves as such, and disclose such connection or affiliation, within their first post in that topic, company focus, or subject matter.

(e) The author or creator of any and all submissions in print or other forms or other uploads to the discussion groups and/or chat rooms, transfers and assigns to the Member, by virtue of submission to the Website and this agreement, the entire copyright, throughout the universe, in any and all media and forms of publication, reproduction, transmission, distribution, performance, or display, now in existence or hereafter developed, in such work or other original materials; without separate, retained or reversionary rights being held by such author, creator or other person submitting such work. The Member may exercise the rights granted herein in such from as it may in its sole discretion determine; such that the submitted material may be published, reproduced, reprinted, distributed, performed, displayed, included in anthologies and compilations, and/or otherwise transmitted (including but not limited to electronic and optical versions and in any other media now in existence or hereafter developed) in whole or in part, whether or not combined with the work of others. In addition, The Member may use the name and electronic address of the author, creator and/or other person submitting the work in publishing, promoting, advertising, and publicizing their publications and information products and services, and in any merchandising.14. ELECTRONIC PAYMENT GATEWAY 14.1 Definitions and Interpretations:

(i)"Electronic Payment Gateway for Netbanking Terms and Conditions" shall mean the Terms and Conditions as modified from time to time applicable to Electronic Payment Gateway for Netbanking offered through the Member in HDFC bank or some other bank a/c and accepted by the customer;

(ii)"Confidential Information" refers to information obtained by the customer, through the Member, for the effective availing of Services or Payment Instruction Services" Electronic Payment Gateway for Netbanking services.

(iii) "Payment Instruction" shall mean an instruction given by a Customer to transfer funds from the Account held by the Customer to the account of the Member.

(iv) “Internet” refers to the network of computers / mobile phones / other electronic devices which share and exchange(s) information. The Internet is at once a worldwide broadcasting capability, mechanism for information dissemination, and a medium for collaboration and interaction between individuals and their computers / mobile phones / other electronic devices.

(V) “ Electronic Payment Gateway for Netbanking Services” for Netbanking Services is the Member's Service which provides access to account information, the Internet with the help of concerned bank. The terms Electronic Payment Gateway for Netbanking and Electronic Payment Gateway for Netbanking services/facility may be interchangeably used.

(vi) “Customer” refers to any person who has an account with the Member and who has been authorised by the Member to avail of the said facilities.

(vii) “Account” refers to the Customer's Savings and/or Current Account to which access is to be obtained through Electronic Payment Gateway for Netbanking.

(viii) “Personal Information” refers to the information about the Customer obtained in connection with Electronic Payment Gateway for Net banking or otherwise.

13.1 Application for Electronic Payment Gateway for Netbanking The Member may offer Electronic Payment Gateway for Netbanking to selected Customers at its discretion in collaboration with the concerned bank. The Client agrees that in order to be eligible for Electronic Payment Gateway for Netbanking it/he/she would need to be a current Internet user or have access to the Internet and knowledge of how the Internet works and have Net Banking facility with its/his/her bank. The Client accepts that the application for Electronic Payment Gateway for Netbanking does not automatically imply acceptance by the Member.

13.2 Software The Member or the concerned bank will advise from time to time the Internet software such as Browsers, which are required for using Electronic Payment Gateway for Netbanking. There will be no obligation on the Member to support all the versions of this Internet software. The Client agrees that the Client shall be responsible for upgrading their software, hardware and the operating system at their cost from time to time so as to be compatible with that of the Member. The Member or the bank shall be at liberty to change, vary or upgrade its software, hardware, operating systems, etc., from time to time and shall be under no obligation to support the software, hardware, operating systems used by the Client and that the same shall be their sole responsibility.

13.3 Electronic Payment Gateway for Netbanking Service

(a) The Member shall endeavor to provide through Electronic Payment Gateway for Netbanking, such services as the Member may decide from time to time. The Member reserves the right to decide the type of services which may be offered on each account and may differ from customer to customer. These facilities shall be offered in a phased manner at the discretion of the Member. The Member may also make additions / deletions to the services offered through Electronic Payment Gateway for Netbanking at its sole discretion. The availability / non-availability of a particular service shall be advised through e-mail or web page of the Member or written communication.

(b) In case of Joint accounts and accounts with two or more signatories, the Member will offer such services as restricted by the Terms and Conditions governing the operation of such accounts.

(c) In case of Minor accounts, the natural guardian undertakes to give all instructions relating to the operation of the account and further undertakes not to reveal the Customer ID and Password to the minor.

(d) The Member shall take reasonable care to ensure the security of and prevent unauthorized access to the Electronic Payment Gateway for Netbanking service using technology reasonably available to the Member.

(e) The Client agrees that it/he/her shall not use or permit to use Electronic Payment Gateway for Netbanking or any related service for any illegal or improper purposes.

13.4 Electronic Payment Gateway for Netbanking Access

(a) The Client understands that the Member would allot them a Customer-ID and password for their account, which will enable them to have excess to Electronic Payment Gateway for Netbanking to perform Netbanking for bank account.

The Client will be required to change the password assigned by the Member on accessing Electronic Payment Gateway for Netbanking for the first time. As a safety measure the Client should change the password as frequently thereafter as possible. In the absence of any specific request from them for personally collecting the Password, the Password shall be sent to the Client by courier at its/his/her risk to the address notified by them for correspondence, and the Member shall be not liable or held responsible in any manner whatsoever, if the Password falls in the hands of unauthorized person/s.

(b) In addition to Customer-ID and Password the Member may, at its discretion, require the Client to adopt such other means of authentication including but not limited to digital certification and / or smart cards. The Client agrees that it/he/she shall not attempt or permit others to attempt accessing the account information stored in the computers of the Member through any means other than the Electronic Payment Gateway for Netbanking service. The Client is aware that the transaction through Electronic Payment Gateway for Netbanking can be effected by use of their password for their Member account and passwords for Net Banking for the operation of their bank account for Net Banking. The Client shall not request /demand any evidence of proof for transactions undertaken through the Net and the audit trail of the log-in would be conclusive proof to establish that the transactions are bonafide.

13.5 Password The Client understands and agrees that it/he/she must:

(a) Keep the password totally confidential and not reveal the password to any third party

(b) Choose a password that shall consist of a mix of alphabets, numbers and special characters, which must not relate to any readily accessible personal data such as it/his/her name, address, telephone number, driver license etc. or easily guessable combination of letters and number

(c) Commit the password to memory and not record them in a written or electronic form

(d) Not let any unauthorized person have access to their computer or leave the computer unattended while accessing Electronic Payment Gateway for Netbanking.

(e) In case the Client forgets the password for their Member account, it/he/she can request for change of the password. Such replacement shall not be construed/deemed as the commencement of a new contract.

13.6 Transaction Processing All the requests for instantaneous transactions will be given effect to instantaneously. In case requests for effecting any transactions are received on weekly offs/holiday/ public holidays, with the Member/NSE & bank, they shall be effected on the immediately succeeding working day on the Terms and Conditions prevailing on that day. The Client shall not hold the Member or the bank responsible for not processing/effecting any transactions in case the Member does not receive instruction to this effect even though they have forwarded the same. The Client hereby agrees to abide by the following Terms and Conditions in addition to the Terms and Conditions as applicable to Electronic Payment Gateway for Netbanking:

(a) The Client shall be free to utilize the Payment Instruction Services through Electronic Payment Gateway for Netbanking for transfer of funds for such purpose, as they shall deem fit.

(b) The Client however agrees not to use or permit the use of the Payment Instruction Services or any related services for any illegal or improper purposes.

(c) The Client has the full right and/or authority to access and avail of the services obtained and they shall observe and comply with the applicable laws and regulations in each jurisdiction in applicable territories. They shall not give access to family/relatives/friends or any other person's account through this gateway facility for transfer of funds and if done so then the Client shall be solely responsible for the said transfer of funds. And further undertake if any such claim is made by the third party so effected then they shall be solely responsible and not the Member in any manner.

(d) The Client shall not involve the Member as a party to such transaction.

(e) The Client shall provide the Member with such information and/or assistance as is required by the Member for the performance of the Services and/or any other obligations of the Member under this Agreement.

(f) The Client shall not at any time provide to any person, with any details of the accounts held by me/us with the Member including, the passwords, account number which may be assigned to me/us by the Member from time to time.

13.7 Risks The Client hereby acknowledges that it/he/she is availing the Payment Instruction Service at it/his/her own risk. These risks would include but not be limited to the following risks:

(a)Misuse of Password: The Client acknowledges that if any third person obtains access to their password of the Customer, such third person would be able to provide Payment Instructions to the Member. They shall ensure that the Terms and Conditions applicable to the use of the password as contained in the Electronic Payment Gateway for Net Banking Terms and Conditions are complied with at all times.

(b) Internet Frauds: The Internet per se is susceptible to a number of frauds, misuse, hacking and other actions, which could affect Payment Instructions to the Member. Whilst the Member shall aim to provide security to prevent the same, there cannot be any guarantee from such Internet frauds, hacking and other actions, which could affect Payment Instructions to the Member The Client shall separately evolve/ evaluate all risks arising out of the same.

(c) Mistakes and Errors: The filling in of applicable data for transfer would require proper, accurate and complete details. For instance, the Client is aware that they would be required to fill in the account number of the Member to whom the funds are to be transferred. In the event of any inaccuracy in this regard, the funds could be transferred to incorrect accounts and there is no guarantee of recovery thereafter. The Client shall therefore take all care to ensure that there are no mistakes and errors and that the information given by the Client to the Member in this regard is error free, accurate, proper and complete at all points of time. On the other hand in the event of the Client’s Account receiving an incorrect credit by reason of a mistake committed by some other person, the Member or the bank shall be entitled to reverse the incorrect credit at any time whatsoever without the consent of the Customer. The Client shall be liable and responsible to the Member and accede to accept the Member 's instructions without questions for any unfair or unjust gain obtained as a result of the same.

(d) Limits: The Client is aware that the Member may from time to time impose maximum and minimum limits on funds that may be transferred by virtue of the payment transfer service given to it/him/her hereunder. The Client realizes and accepts and agrees that the same is to reduce the risks on it/him/her. For instance, the Member may impose transaction restrictions within particular periods or amount restrictions within a particular period or even each transaction limits. The Client shall be bound by such limits imposed and shall strictly comply with them.

(e) Indemnity: The Client shall indemnify the Member from and against all losses and damages that may be caused as a consequence of breach of any of the Electronic Payment Gateway for Netbanking Terms and Conditions and the Terms and Conditions mentioned herein above.

(f) Withdrawal of Facility: The Member shall be entitled to withdraw this service at any time whatsoever.

13.8 AUTHORITY TO THE MEMBER

(a) Electronic Payment Gateway for Netbanking transactions in the Customer's Account(s) are permitted only after authentication of the Customer-ID and Password. The Client agrees that they grant express authority to the Member or the bank for carrying out transactions performed by them through Electronic Payment Gateway for Netbanking. The Member shall have no obligation to verify the authenticity of any transaction received from the Client through Electronic Payment Gateway for Netbanking or purporting to have been sent by them via Electronic Payment Gateway for Netbanking other than by means of verification of their Customer-ID and the password.

(b) The display or printed output that is produced by the Client at the time of operation of Electronic Payment Gateway for Netbanking is a record of the operation of the internet access and shall not be construed as the Member's record of the relative transactions. The Member's or bank’s own record of transactions maintained through computer systems or otherwise shall be accepted as conclusive and binding for all purposes unless any discrepancy is pointed out within one week from the date of access or from the date of sending the periodical statement, whichever is earlier.

(c) All transactions arising from the use of Electronic Payment Gateway for Netbanking, to operate a joint account, shall be binding on all the joint account holders, jointly and severally.

13.9 ACCURACY OF INFORMATION PROVIDED BY CLIENT The Client agrees that it/he/she are responsible for the correctness of information supplied to the Member through the use of Electronic Payment Gateway for Netbanking or through any other means such as electronic mail or written communication. The Member accepts no liability for the consequences arising out of erroneous information supplied by them. The Client agrees that if it/he/she notice any error in the account information supplied to it/him/her through Electronic Payment Gateway for Netbanking or by the use of any of the Electronic Payment Gateway for Netbanking services, the Client shall advise the Member & bank as soon as possible. The Member will endeavor to correct the error promptly.

13.10 LIABILITY

The Client complies with the Terms and Conditions and advises the Member and the bank in writing under acknowledgment immediately after it/he/she suspects that their Customer-ID or password is known to another person and/or notice an unauthorized transaction in their Electronic Payment Gateway for Netbanking account. The Client agrees that it/he/she shall be liable for some or all loss from unauthorized transactions in the Electronic Payment Gateway for Netbanking accounts if it/he/she has breached the Terms and Conditions or contributed or caused the loss by negligent actions such as the following:

(a) Keeping a written or electronic record of Electronic Payment Gateway for Netbanking password.

(b) Disclosing or failing to take all reasonable steps to prevent disclosure of the Electronic Payment Gateway for Netbanking password to anyone including the Member staff and/or failing to advise the Member of such disclosure within reasonable time.

(c) Not advising the Member and the bank in a reasonable time about unauthorized access to or erroneous transactions in the Electronic Payment Gateway for Netbanking accounts. The Member shall in no circumstances be held liable to the Customer if Electronic Payment Gateway for Netbanking access is not available in the desired manner for reasons including but not limited to natural calamity, floods, fire and other natural disasters, legal restraints, faults in the telecommunication network or Internet or network failure, software or hardware error or any other reason beyond the control of the Member. The Member shall under no circumstances shall be liable for any damages whatsoever whether such damages are direct, indirect, incidental, consequential and irrespective of whether any claim is based on loss of revenue, investment, production, goodwill, profit, interruption of business or any other loss of any character or nature whatsoever and whether sustained by the Client.

13.11 DISCLOSURE OF PERSONAL INFORMATION

The Client agrees that the Member or its contractors may hold and process the Client’s Personal Information on computer or otherwise in connection with Electronic Payment Gateway for Netbanking services as well as for statistical analysis and credit scoring. The Client also agrees that the Member may disclose, in strict confidence, to other institutions, such Personal Information as may be reasonably necessary for reasons inclusive of, but not limited to, the following

(a) For participation in any telecommunication or electronic clearing network in compliance with a legal directive.

(b) For credit rating by recognized credit scoring agencies.

(c) For fraud prevention purposes.

13.12 THE MEMBER'S LIEN

The Member shall have the right of set-off and lien, irrespective of any other lien or charge, present as well as future on the deposits held in the Client accounts and stocks whether in single name or joint name(s), group account to the extent of all outstanding dues, whatsoever, arising as a result of the Electronic Payment Gateway for Netbanking service extended to and/or used by them.

13.13 NON-TRANSFERABILITY The grant of facility of Electronic Payment Gateway for Netbanking to them is not transferable under any circumstance and shall be used only by the Client.

13.14 TERMINATION OF ELECTRONIC PAYMENT GATEWAY FOR NETBANKING SERVICE

(a) The Client may request for termination of the Electronic Payment Gateway for Netbanking facility any time by giving a written notice of at least 15 days to the Member. The Client agrees that they will remain responsible for any transactions made on their Electronic Payment Gateway for Netbanking account(s) through Electronic Payment Gateway for Netbanking prior to the time of such cancellation of the Electronic Payment Gateway for Netbanking Service.

(b) The closure of all their Accounts will automatically terminate the Electronic Payment Gateway for Netbanking service.

(c) The Member may suspend or terminate Electronic Payment Gateway for Netbanking facilities without prior notice if these Terms and Conditions are breached or even otherwise without assigning any reason.

13.15 Depository Account The Client shall execute a power of attorney (which shall not be revocable during the currency of this Agreement) for the operation of its depository account authorising the Member to directly transfer the relevant securities to the pool account of the Member through the issue of the necessary delivery instruction duly signed on behalf of the Client and to pledge, sale dispose, transfer or deal in any other manner the securities placed by the Client with the Member as margin and lying in the depository account. Notwithstanding the execution of the Power of Attorney, the Client shall also authorise the designated depository to block the securities sold in the designated depository account against the Client's order to sell security. Once the security in the accounts are blocked the member shall, if the order of the Client is executed either fully or partially, instruct the depository participant to transfer the securities which are sold, to the Member's security poll account in time to meet settlement obligation and release the balance security that were blocked in the case partial execution or all the securities that are blocked in the case of non execution. The Client agrees that it will not be allowed to pledge, instruct transfer or otherwise use the blocked securities in its account. The Client also agrees that the blocking of the securities will be given first priority as against any other instruction issued by it against the blocked securities. The client understand that from the point of view of risk management and for the smooth running of business it is compulsory for the client to open a depository account with the member and further agrees that the such depository account opened would be used specifically for the purpose of securities pay in/ pay out to/from the members pool account and not for any third party transfer or other transfer of shares and securities and in case it does so this should be under complete information to and written consent from the member.

13.16 Freezing of the Accounts The Client shall be entitled to exercise the right to close/freeze/pledge the accounts with the depository participant and/or the bank, as the case may be, only if there is no obligation pending to be met by the Client to the Member and/or to , any member of the Client's Group in the form of cash and/or security.

14 OTHER GENERAL TERMS AND CONDITION

14.1 Tape Recording The Client agrees and hereby authorizes the Member at its sole discretion and without any prior notice to the Client, to record any conversation between the Client and the Member. Such recording shall be deemed to be and is hereby accepted by the Client as conclusive and binding on the Client for all purposes and further the Client shall not challenge the accuracy, truth, or correctness of the said records in any manner and for any purpose whatsoever.

14.2 Warranties provided by Client The Client hereby confirms and warrants that the Member has put the Client on notice that the Member is engaged in not only Client based trading but also in Pro-account trading.

14.3 Interruption in service due to system breakdown, etc The Member does not warrant that the service will be uninterrupted or error free. The service is provided on an "as is" and "as available" basis without warranties of any kind, either express or implied,including, without limitation, those of merchantability and fitness for a particular purpose.

14.4 Non-transferability of Client Rights The rights of the Client under these Terms and Conditions are not transferable under any circumstances and shall be used only by the Client.

14.5 General

(a) The Client agrees to abide by the Member's Terms and Conditions and rules in force and changes in Terms and Conditions from time to time relating to their account.

(b) The Client agrees that the Member will be at liberty to close their account any time without assigning any reason whatsoever.

(c) The Client agrees that the Member can, at its sole discretion, withdraw any of the services/facilities given in their account either wholly or partially at any time without giving them any notice.

(d) The Client agrees that any change in their account status will be immediately informed to the Member.

(e) The Client agrees that all instructions relating to their account will be issued in writing satisfactory to the Member in form and content.

(f) The Client agrees that they shall not pay any amount in cash to any Sales Representative of the Member at the time of opening an account or carrying out any transaction in the normal course of the business. The Member shall not be responsible for any loss on account of cash payment by the Client being contrary to instruction of the Member.

(g) The Client agrees to accept the format provided by the Member in order to execute their fax instructions to the Member.

(h) The Client agrees that the Passwords will be dispatched by courier (or any other mode at the Member's discretion) at their risk and consequence.

(i) An account may be opened on behalf of a minor by his/her natural guardian or by a guardian appointed by a court of Competent Jurisdiction. The guardian shall represent the minor in all transactions of any description in the above account until the said minor attains majority. Upon the minor attaining majority, the right of the guardian to operate the account shall cease. The guardian agrees to indemnify the Member against the claim of above minor for any withdrawal/transactions made by him in the minor's account.

(j) The Client agrees that the Member may disclose customer information, in strict confidence, to any of its agent/s and/or contractors with whom the Member enters or has entered into any arrangement in connection with providing of services.

(k) The clause headings in this agreement are only for convenience and do not effect the meaning of the relative clause. The Client shall not assign this agreement to anybody else. The Member may subcontract and employ agents to carry out any of its obligations under this contract.

15. TERMINATION

The Member 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 parties. 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.

16. SEVERABILITY

In the event of any provisions of this Agreement being held to be or becoming invalid, unenforceable or illegal for any reason, this Agreement shall remain otherwise in full force apart from the said provision which will be deemed deleted. The parties shall however attempt to replace the deleted provision with a legally valid provision that reflects the same purpose as the deleted provision to the greatest extent possible.

17. WAIVER No forbearance, relaxation or inaction by any party at any time to require the performance of any provision of this Agreement shall in any way affect, diminish, or prejudice the right of such party to require the performance of that or any other provision of this Agreement or be considered to be a waiver of any right, unless specifically agreed in writing.

18. LAW AND JURISDICTION

18.1 This Agreement shall be governed by and construed in all respects in accordance with the laws of the Republic of India and, the courts at Mumbai, India shall have jurisdiction over this Agreement and the arbitration proceedings in relation to the Agreement.

18.2 This Agreement and all contracts and transactions between the Member and the Client pursuant hereto shall be subject to the Exchange Provisions, the Rules, Bye-Laws, Regulations, and other provisions of its clearing house, if any, the provisions of the Securities and Exchange Board of India Act, 1992, the Securities Contracts (Regulation) Act of 1956 and the rules and regulations made there under and as amended from time to time.

19 SUPPLEMENTAL TO MAIN MEMBER – CLIENT AGREEMENT:

This Agreement is supplemental to, and does not supersede, the Main Member-Client Agreement. Save and except as modified expressly or by implication by this Agreement the Exchange Provisions or the terms of the Member’s ITORS WebSite, the provisions of the Main Member-Client Agreement shall apply mutatis mutandis to the extent applicable to dealings between the Member and the Client pursuant to or otherwise relating to the Member’s ITORS Service.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first above written.

SIGNED SEALED AND DELIVERD By the SIGNED SEALED AND DELIVERD By the Within named Member Through the hand Within named MemberThroughthehands

in the presence of … )in the presence of … )

Member Name : Dalmia Securities Pvt. Ltd. Client Name : Address : 11/1, Sarat Bose Road Address : ,Kolkata 700020

Signed By : Signed By :

Title : Title :

Signature : Signature :

Witness: Witness

Mandatory Terms & Conditions

This document is proposed to be kept in the internet trading site home page as Terms and conditions)

"TERMS OF USE OF www.vriddhi.co.in AND OFFLINE TRADING THROUGH ANY OF THE TERMINALS OF DALMIA SECURITIES LIMITED (hereinafter referred to as the "SERVICES")"

This document (hereinafter referred to as an "Agreement") contains the terms and conditions of your use of the Services. Your use of the Services constitutes your unconditional acceptance of this Agreement. It is important to note that we reserve the right to change/update the Agreement at any time without notice to you. You are responsible for regularly reviewing this Agreement posted on www.vriddhi.co.in Your continued use of the Services after the changes constitutes your unconditional acceptance of the updated Agreement.

Whereas The Member is registered as The Member of the National Stock Exchange of India Limited and with SEBI registration number INB230645339 in the Capital Market Segment and SEBI registration number INF230645339 in the Futures and Options Segment.

Whereas the client is desirous of investing/trading in those securities /contracts/other instruments admitted to dealings on the Exchange as defined in the Rules, Byelaws and Regulations of the Exchange and circulars issued thereunder from time to time.

Whereas The Member has taken steps and shall take steps to make the client aware of the precise nature of The Member’ s liability for business to be conducted, including any limitations, the liability and the capacity in which The Member acts.

WHEREAS The Member has developed a Website under the name "http://www.dalmiasec.com" (hereinafter called "the website"). The website is owned, operated and maintained by the Member. The Constituent has agreed to avail the services rendered by the Member through the use of Website;

NOW THEREFORE IN CONSIDERATION OF THE MUTUAL UNDERSTANDING AS SET FOR IN THIS AGREEMENT, AND SUBJECT TO THE TERMS AND CONDITIONS SET OUT HEREIN AND ALSO IN THE MEMBER'S WEBSITE AND RELYING ON THE REPRESENTATIONS AND WARRANTIES MENTIONED HEREIN, THE PARTIES HERETO HAVE AGREED TO THE FOLLOWING TERMS AND CONDITIONS.

1. The client agrees to immediately notify The Member in writing if there is any change in the information in the ‘client registration form’ provided by the client to The Member at the time of opening of the account or at any time thereafter.

2. The Member declares that it has brought the contents of the risk disclosure document to the notice of client and made him aware of the significance of the said document. The client agrees that:

a. He has read and understood the risks involved in trading on a stock exchange.

b. He shall be wholly responsible for all his investment decisions and trades.

c. 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 chose to trade.

d. He is liable to pay applicable initial margins, withholding margins, special margins or such other margins as are considered necessary by the stock broker 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. The stock broker 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.

e. 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 the contract may dictate/require.

3. The Client agrees to pay to The Member brokerage and statutory levies asare prevailing from time to time and as they apply to the Client’ s account, transactions and to the services that stock broker renders to the Client. The stock broker agrees that it shall not charge brokerage more than the maximum brokerage permissible as per the rules, regulations and bye-laws of the relevantstock exchange/SEBI.

4. The client agrees to abide by the exposure limits, if any, set by The Member or by the Exchange or Clearing Corporation or SEBI from time to time.

5. Without prejudice to The Member's other rights (including the right to refer a matter to arbitration), The Member shall be entitled to liquidate/close out all or any of the client's positions for non-payment of margins or other amounts, outstanding debts, etc. and adjust the proceeds of such liquidation / close out, if any, against the 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.

6. The Member agrees that the money/securities deposited by the client shall be kept in a separate account, distinct from his/its own account or account of any other client and shall not be used by The Member for himself/itself or for any other client or for any purpose other than the purposes mentioned in SEBI Rules and Regulations circulars/ guidelines /Exchanges Rules/Regulations/Bye-laws and circulars.

7. The client agrees to immediately furnish information to The Member in writing, if any winding up petition or insolvency petition has been filed or any winding up or insolvency order or decree or award is passed against him or if any litigation which may have material bearing on his capacity has been filed against him.

8. The Member 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 relevant stock exchange.

9. 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, stock broker 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 there from.

10. The Member 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.

11. The Member shall continue to be responsible for replacing bad deliveries of the client in accordance with applicable "Good & 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.

12. The Member 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.

13. The client and The Member agree to refer any claims and/or disputes to arbitration as per the Rules, Byelaws and Regulations of the Exchange and circulars issued thereunder as may be in force from time to time.

14. The Member hereby agrees that he shall ensure faster settlement of any arbitration proceedings arising out of the transactions entered into between him and the client and that he shall be liable to implement the arbitration awards made in such proceedings.

15. Information about default in payment/delivery and related aspects by a client shall be brought to the notice of the relevant stock Exchange(s). 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 relevant stock exchange(s).

16. The Member and the client agree to reconcile their accounts at the end of each quarter with reference to all the settlements where payouts have been declared during the quarter.

17. The Member and the client agree to abide by any award passed by the Ombudsman under the SEBI (Ombudsman) Regulations, 2003.

18. The Member and the client declare and agree that the transactions executed on the Exchange are subject to Rules, Byelaws 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 Byelaws and Regulations of the Exchange for the purpose of giving effect to the provisions of the Rules, Byelaws and Regulations of the Exchange and the circulars issued thereunder.

19. The instructions issued by an authorized 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 said client.

20. Where 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.

21. This agreement shall forthwith terminate; if The Member for any reason ceases to be a member of the stock exchange including cessation of membership by reason of The Member's default, death, resignation or expulsion or if the certificate issued by the Board is cancelled.

22. The Member 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 parties. 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.

23. In addition to the specific rights set out in this Agreement, The Member and the client shall be entitled to exercise any other rights which The Member 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.

24. 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.

25. The provisions of this agreement shall always be subject to Government notifications, any rules, regulations, guidelines and circulars issued by SEBI and Rules, Regulations and Bye laws of the relevant stock exchange that may be in force from time to time.

26. The Member hereby undertakes to maintain the details of the client as mentioned in the client registration form 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 The Member may so disclose information about its his client to any person or authority with the express permission of the client.

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.

GENERAL TERMS AND CONDITIONS GOVERNING THE SERVICE

1.1. The Member hereby agrees to provide to the Client services in respect of buying, selling and otherwise dealing in securities which are admitted for dealings on the stock exchanges and the Client hereby agrees to avail such services provided by the Member.

1.2. Execution of Order

The Client shall transmit his/her/its orders to the Member through the internet over the Member's web site; or through telephone (as per the predefined procedure of forwarding the order through a phone broking executive in such other manner as the Member may permit) or through any letter or other form of written or oral communication.

1.3 The Client hereby authorises the Member to rely and act on, and treat as fully authorised by and binding upon the Client, any order, instruction or communication (by whatever means transmitted and whether or not in writing) which purports to have been given and which the Member reasonably believes in good faith to have been given by the Client or a person duly authorised to act on behalf of the Client. The Client agrees that he/she/it shall be responsible to the Member for all commitments and obligations made or entered into in the Client's name whether in writing or orally and howsoever communicated or purported to be given as aforesaid.

1.4 The Client shall from time to time notify the Member in writing of the names of the persons who are authorised to give instructions in relation to this Agreement to the Member on behalf of the Client. Until the Member is notified in writing to the contrary, the Member shall be entitled to assume that any of those persons has full and unrestricted power to give such instructions on behalf of the Client. by whatever means transmitted and whether or not in writing) which purports to have emanated and which the Member believes to have emanated from the Client or from any such authorised person and, if the Member acts in good faith on such instructions, such instructions shall be binding on the Client without restriction and the Member shall not be liable for doing so, whether or not the instructions were given by the Client or such authorised persons or otherwise and the Member shall not be under any duty to verify the authenticity of such instructions or the identity of the person(s) giving them.

1.5 Dematerialized Securities All orders made by the Client shall only be in securities compulsorily traded in the dematerialized form. All deliveries of securities made by or to the Client shall only be in the dematerialized form. The Member shall notify the securities for which this facility is made available from time to time on the web site. The Member should have the right to add or deletes securities for which the facility is made available in its absolute discretion and details of the same would be posted on the web site and the web site and no separate intimation there of will be sent to the Client either physically or electronically.

1.6 Declarations by the Client

The Client hereby confirms and warrants that:

The Member has brought the contents of the risk disclosure document to the notice of the Client and made the Client aware of the said document. The Client confirms that he/she/it has read, understood, appreciated and signed the Risk Disclosure Document appended hereto and understands the trading and risk involved in the purchasing, selling and trading in securities (including entering into various Derivatives contracts),whether such risks are contained in the Risk Disclosure Document or not, and contained in the Risk Disclosure Document or not, and 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 chose to trade.

The Client is fully responsible for all his/her/its investment decisions and trades and in dealing in the Securities.

The Client undertakes to be bound by the Risk Disclosure Document and all amendments thereto from time to time and the Client undertakes to continuously remain aware of such amendments.

The failure of a Client to understand the risk involved or the failure of the Member to explain the risk, the Client shall be responsible for all consequences for entering into trades in segment in which the client chose to trade.

The Client hereby authorises the Member to take all such steps on the Clients behalf as may be provisions or to complete or settle any transactions entered into through or with the member or executed by the Member on behalf of the Client, However, nothing herein shall oblige the Member to take such steps.

Acting as a Sub Broker The Constituent agrees that he/she/it will not act as Sub-Broker without prior written permission of the Member and without obtaining certificate of registration from Securities and Exchange Board of India (SEBI).

1.7 Material / Information on the web site

The Client agrees that all investment and disinvestment decisions are based on the Client's own evaluation of financial circumstances and investment objectives. This extends to any decisions made by the Client on the basis of any information that may be made available on the web site of the Member. The Client will not hold nor seek to hold the Member or any of its officers, directors, employees, agents, subsidiaries, affiliates or b u s i n e s s associates liable for any trading losses, cost of damage incurred by the Client consequent upon relying on investment information, research opinions or advice or any other material/information whatsoever on the web site whether put up by the Member or any other agency. The Member does not represent and shall not be deemed to have represented, that the investment information on the web site is accurate or complete. The Client is aware that any information on the website based on the research of the Member or other external sources is subject to normal variations in the stock market and is merely an estimation of the viability or otherwise of certain investments, and the Member shall not be deemed to have assumed any responsibility for such information. The Client should seek independent professional advice regarding the suitability of any investment decisions. The Client also acknowledges that the Member's employees are not authorised to give any such advice and that the Client will not solicit or rely upon any such advice from the Member or any cf its employees.

1.8 Restrictions on Access to Web Site and Trading

The Client understands that the Member may at any time, at its sole discretion and without prior notice to the Client, prohibit or restrict the Client's access to the use of the web site or related Services and the Client's ability to trade. The Client will bear any loss that he/ she /it may be faced with due to inability to execute further trades on account of such restriction.

1.9 Phone Broking Services

The Client is aware that the Member offer Phones broking services for placing the securities dealing orders through phone broking executives over predesignated telephone numbers. The Client can place securities dealing orders through telephone by confirming his User ID allotted by he Member at the time of account opening and his personal details as informed by the Client to the Member. The Client shall ensure proper safeguard of the User ID allotted to him and keep his personal details confidential. The Client shall immediately notify the Member in writing, delivered via e-mail and Registered AD, if the Client becomes aware of any loss, theft or unauthorized use to the Client's account/User ID; or any failure by the Client to receive an accurate written confirmation of any execution including the contract note for the same; or any receipt by the Client of confirmation of an order and /or execution which the Client did not place; or any inaccurate information in the Clients account balances, securities position, or transaction history. In the case where the Client notifies such loss, theft or unauthorized use of the Clients User ID to the Member, the Member shall suspend the use of the account of the Client. However the Client shall be responsible and liable for all transaction that are carried out by the use of the Client's Use ID and personal details. When any of the above circumstances occur, neither the Member nor any of its officers, directors, employees, agents, affiliates or subsidiaries will have any responsibility or liability to the Client or to any other person whose claim may arise through the Client with respect to any of the circumstances described

In case of phone broking, the Client shall ensure the availability of funds/securities in his/her/its account intimated to the Member, required for meeting his/her/its pay in obligation, at the time of placing the order through phone broking executive. The Member shall not be responsible for any claim, loss damaged arising out of non availability/shortage of funds/securities in the Clients account for meeting the pay in obligation.

The Client understands that placing an order with the Member, including a market order does not guarantee execution of the order. The Member has the absolute right to reject any order that may be made by the Client for any reason whatsoever including for the breach of the requirement of maintaining the prescribed Margin in the Client account or the bank account (in the events that the Client has executed a power of attorney as per the provisions mentioned hereunder).

The Client is required to ascertain the status of his/her/its order (including any rejection of the same) which would be posted only on the relevant sections of the web site, Further the exchanges may cancel the trade summons without giving any reason therefore. The Member shall be entitled to cancel relative contrasts with the Client. The Member shall not be liable for any losses, damages or claims on account of such rejection or cancellation of any trade for any reason whatsoever. Further the Member may at its sole discretion, subject any order made by the Client to manual review and entry which may cause delays in the execution of the Client's orders. In case of phone broking the Clientis required to obtain the confirmation/status of the order executed for the day by calling the phone broking executive with whom he/she/it has placed the order. The Member shall send the confirmation of the order executed in form of the digital contract note to the email address of the Client, as intimated to the Member at the time of account opening, and no further confirmations shall be given by Member.

The Member agrees to inform the client and keep him/her/it apprized 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 stock exchanges.

2. CONDITIONS GOVERNING TRADING TERMS AND CONDITIONS FOR TRANSACTIONS IN SECURITIES

The Member of the concerned or their respective registrars shall entertain online transaction request and/or request made through telephone in the manner provided under this agreement.

For change of address or any personal details of the Client, the Client shall send a letter or fax to the Member signed by all the co-holders.

The Client is requested to check up the personal and bank related details provided by him/her. Neither the Member nor any of the employee shall accept any liability which may arise as a consequence of erroneous information provided by the Client.

Neither the Member nor any of its employee/representative shall be liable for any failure to perform its obligations, to the extent that such performance has been delayed, hindered or prevented by systems failure, network, errors, delay or loss of data due to the above and in circumstances of acts of God, floods, epidemics, quarantine, riot or civil commotion and war.

The Member shall provide its services on a best efforts basis. However the Member shall not be liable for failure of the system or for any loss, damage or other costs arising in any way out of:

System failure including failure of ancillary or associated systems, or fluctuation of power, or other environmental conditions; or

Accident transportation, neglect, misuses, errors, frauds of the Client or agents or any third party; or

Any incident, special or consequential damages including without limitation of loss of Profit. The Client further agrees to indemnify the Member for any loss that may arise as a result of systems, failure accident or any of the reasons mentioned above.

Voluntary Terms & Conditins (NSE)

This document is proposed to be kept in the internet trading site home page as Terms and conditions)

"TERMS OF USE OF www.vriddhi.co.in AND OFFLINE TRADING THROUGH ANY OF THE TERMINALS OF DALMIA SECURITIES LIMITED (hereinafter referred to as the "SERVICES")"

This document (hereinafter referred to as an "Agreement") contains the terms and conditions of your use of the Services. Your use of the Services constitutes your unconditional acceptance of this Agreement. It is important to note that we reserve the right to change/update the Agreement at any time without notice to you. You are responsible for regularly reviewing this Agreement posted on www.vriddhi.co.in Your continued use of the Services after the changes constitutes your unconditional acceptance of the updated Agreement.

The terms and conditions forming part of this agreement are voluntary and are required to be exceuted by the client for availing Interent Trading Facility provided by Dalmia Securities (P) Limited (DSPL) and the execution of the same is at the discretion of the client for availing this facility.

GENERAL TERMS AND CONDITIONS GOVERNING THE SERVICE

1.1. The Member hereby agrees to provide to the Client services in respect of buying, selling and otherwise dealing in securities which are admitted for dealings on the stock exchanges and the Client hereby agrees to avail such services provided by the Member.

1.2. Execution of Order The Client shall transmit his/her/its orders to the Member through the internet over the Member's web site; or through telephone (as per the predefined procedure of forwarding the order through a phone broking executive in such other manner as the Member may permit) or through any letter or other form of written or oral communication.

1.3 The Client hereby authorises the Member to rely and act on, and treat as fully authorised by and binding upon the Client, any order, instruction or communication (by whatever means transmitted and whether or not in writing) which purports to have been given and which the Member reasonably believes in good faith to have been given by the Client or a person duly authorised to act on behalf of the Client. The Client agrees that he/she/it shall be responsible to the Member for all commitments and obligations made or entered into in the Client's name whether in writing or orally and howsoever communicated or purported to be given as aforesaid.

1.4 The Client shall from time to time notify the Member in writing of the names of the persons who are authorised to give instructions in relation to this Agreement to the Member on behalf of the Client. Until the Member is notified in writing to the contrary, the Member shall be entitled to assume that any of those persons has full and unrestricted power to give such instructions on behalf of the Client. by whatever means transmitted and whether or not in writing) which purports to have emanated and which the Member believes to have emanated from the Client or from any such authorised person and, if the Member acts in good faith on such instructions, such instructions shall be binding on the Client without restriction and the Member shall not be liable for doing so, whether or not the instructions were given by the Client or such authorised persons or otherwise and the Member shall not be under any duty to verify the authenticity of such instructions or the identity of the person(s) giving them.

1.5 Dematerialized Securities All orders made by the Client shall only be in securities compulsorily traded in the dematerialized form. All deliveries of securities made by or to the Client shall only be in the dematerialized form. The Member shall notify the securities for which this facility is made available from time to time on the web site. The Member should have the right to add or deletes securities for which the facility is made available in its absolute discretion and details of the same would be posted on the web site and the web site and no separate intimation there of will be sent to the Client either physically or electronically.

1.6 Declarations by the Client

The Client hereby confirms and warrants that:

The Member has brought the contents of the risk disclosure document to the notice of the Client and made the Client aware of the said document. The Client confirms that he/she/it has read, understood, appreciated and signed the Risk Disclosure Document appended hereto and understands the trading and risk involved in the purchasing, selling and trading in securities (including entering into various Derivatives contracts),whether such risks are contained in the Risk Disclosure Document or not, and contained in the Risk Disclosure Document or not, and 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 chose to trade.

The Client is fully responsible for all his/her/its investment decisions and trades and in dealing in the Securities.

The Client undertakes to be bound by the Risk Disclosure Document and all amendments thereto from time to time and the Client undertakes to continuously remain aware of such amendments.

The failure of a Client to understand the risk involved or the failure of the Member to explain the risk, the Client shall be responsible for all consequences for entering into trades in segment in which the client chose to trade.

The Client hereby authorises the Member to take all such steps on the Clients behalf as may be provisions or to complete or settle any transactions entered into through or with the member or executed by the Member on behalf of the Client, However, nothing herein shall oblige the Member to take such steps.

Acting as a Sub Broker The Constituent agrees that he/she/it will not act as Sub-Broker without prior written permission of the Member and without obtaining certificate of registration from Securities and Exchange Board of India (SEBI).

1.7 Material / Information on the web site

The Client agrees that all investment and disinvestment decisions are based on the Client's own evaluation of financial circumstances and investment objectives. This extends to any decisions made by the Client on the basis of any information that may be made available on the web site of the Member. The Client will not hold nor seek to hold the Member or any of its officers, directors, employees, agents, subsidiaries, affiliates or business associates liable for any trading losses, cost of damage incurred by the Client consequent upon relying on investment information, research opinions or advice or any other material/information whatsoever on the web site whether put up by the Member or any other agency. The Member does not represent and shall not be deemed to have represented, that the investment information on the web site is accurate or complete. The Client is aware that any information on the website based on the research of the Member or other external sources is subject to normal variations in the stock market and is merely an estimation of the viability or otherwise of certain investments, and the Member shall not be deemed to have assumed any responsibility for such information. The Client should seek independent professional advice regarding the suitability of any investment decisions. The Client also acknowledges that the Member's employees are not authorised to give any such advice and that the Client will not solicit or rely upon any such advice from the Member or any cf its employees.

1.8 Restrictions on Access to Web Site and Trading

The Client understands that the Member may at any time, at its sole discretion and without prior notice to the Client, prohibit or restrict the Client's access to the use of the web site or related Services and the Client's ability to trade. The Client will bear any loss that he/she/it may be faced with due to inability to execute further trades on account of such restriction.

1.9 Phone Broking Services

The Client is aware that the Member offer Phones broking services for placing the securities dealing orders through phone broking executives over predesignated telephone numbers. The Client can place securities dealing orders through telephone by confirming his User ID allotted by he Member at the time of account opening and his personal details as informed by the Client to the Member. The Client shall ensure proper safeguard of the User ID allotted to him and keep his personal details confidential. The Client shall immediately notify the Member in writing, delivered via e-mail and Registered AD, if the Client becomes aware of any loss, theft or unauthorized use to the Client's account/User ID; or any failure by the Client to receive an accurate written confirmation of any execution including the contract note for the same; or any receipt by the Client of confirmation of an order and /or execution which the Client did not place; or any inaccurate information in the Clients account balances, securities position, or transaction history. In the case where the Client notifies such loss, theft or unauthorized use of the Clients User ID to the Member, the Member shall suspend the use of the account of the Client. However the Client shall be responsible and liable for all transaction that are carried out by the use of the Client's Use ID and personal details. When any of the above circumstances occur, neither the Member nor any of its officers, directors, employees, agents, affiliates or subsidiaries will have any responsibility or liability to the Client or to any other person whose claim may arise through the Client with respect to any of the circumstances described In case of phone broking, the Client shall ensure the availability of funds/securities in his/her/its account intimated to the Member, required for meeting his/her/its pay in obligation, at the time of placing the order through phone broking executive. The Member shall not be responsible for any claim, loss damaged arising out of non availability/shortage of funds/securities in the Clients account for meeting the pay in obligation.

The Client understands that placing an order with the Member, including a market order does not guarantee execution of the order. The Member has the absolute right to reject any order that may be made by the Client for any reason whatsoever including for the breach of the requirement of maintaining the prescribed Margin in the Client account or the bank account (in the events that the Client has executed a power of attorney as per the provisions mentioned hereunder).

The Client is required to ascertain the status of his/her/its order (including any rejection of the same)which would be posted only on the relevant sections of the web site, Further the exchanges may cancel the trade summons without giving any reason therefore. The Member shall be entitled to cancel relative contrasts with the Client. The Member shall not be liable for any losses, damages or claims on account of such rejection or cancellation of any trade for any reason whatsoever. Further the Member may at its sole discretion, subject any order made by the Client to manual review and entry which may cause delays in the execution of the Client's orders. In case of phone broking the Clientis required to obtain the confirmation/status of the order executed for the day by calling the phone broking executive with whom he/she/it has placed the order. The Member shall send the confirmation of the order executed in form of the digital contract note to the email address of the Client, as intimated to the Member at the time of account opening, and no further confirmations shall be given by Member.

The Member agrees to inform the client and keep him/her/it apprized 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 stock exchanges.

2.CONDITIONS GOVERNING TRADING TERMS AND CONDITIONS FOR TRANSACTIONS IN SECURITIES

The Member of the concerned or their respective registrars shall entertain online transaction request and/or request made through telephone in the manner provided under this agreement.

For change of address or any personal details of the Client, the Client shall send a letter or fax to the Member signed by all the co-holders.

The Client is requested to check up the personal and bank related details provided by him/her. Neither the Member nor any of the employee shall accept any liability which may arise as a consequence of erroneous information provided by the Client.

Neither the Member nor any of its employee/representative shall be liable for any failure to perform its obligations, to the extent that such performance has been delayed, hindered or prevented by systems failure, network, errors, delay or loss of data due to the above and in circumstances of acts of God, floods, epidemics, quarantine, riot or civil commotion and war.

The Member shall provide its services on a best efforts basis. However the Member shall not be liable for failure of the system or for any loss, damage or other costs arising in any way out of:

System failure including failure of ancillary or associated systems, or fluctuation of power, or other environmental conditions; or

Accident transportation, neglect, misuses, errors, frauds of the Client or agents or any third party; or Any incident, special or consequential damages including without limitation of loss of Profit. The Client further agrees to indemnify the Member for any loss that may arise as a result of systems, failure accident or any of the reasons mentioned above.

TERMS AND CONDITIONS GOVERNING TRANSACTIONS IN DERIVATIVES

The Client shall be bound by the constitution, bye-laws, rules, regulations, and the customs of the stock Exchange. The failure of a Client to understand the risk involved or the failure of a Member to explain the risk to the Client 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 Derivatives. The Client shall not, acting alone or in concert with others directly or indirectly, hold and control in excess number of permitted futures contracts as fixed from time to time by the Stock Exchanges. The Client shall not exercise a long or short position where, acting alone or in concert with others, directly or indirectly the Client will have exercised in excess of the number of permitted futures contracts as may be fixed from time to time by the Stock Exchange. The Clients hereby authorises the Member at its discretion and if the Member deems fit for its protection to buy, sell, or close out any part or all of the derivative contracts held in the Client's accounts with the Member. Any or all such incidental expenses incurred by the Member will be reimbursed by the Client. The Client shall be liable to pay applicable initial margins, withholding margins, special margins or such other margins as are considered necessary by The Member 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. The Member 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. The Client hereby agrees that 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 the contract may dictate / require.

2.1 Margin

The Client shall make the prescribed initial margin in the form of cash and/or in the form of Securities ("the Margin") with the Member simultaneously with the opening of the account. Margin shall be as decided at the sole discretions of the Member. The Margin will not be interest bearing. The Member shall have, at its sole discretion, the irrevocable right to set off a part or whole of the Margin i.e by the way of appropriating of the relevant amount of cash or by sale or transfer of all or some of the Securities which form part of the Margin, against any dues of the Client or of a member of the group of the Client (for the purposes of these Terms, "Group" shall mean all the individuals, group companies, firms, entities and the persons as specified in the schedule to the Member Client Agreement) in the event of the failure of the Client or a member of the Group of the Client to meet any of their respective obligations under these Terms.

The Client is liable to pay an initial margin up-front on or before creating a position in any Derivatives contract. Such margin shall be decided upon by the Member or the Exchanges from time to time. The Client may also be liable to pay withholding margin, special margins or such other margins as are considered necessary by the Member or the Exchange from time to time. The Member is permitted in its sole and absolute discretion to collect additional margin (even though not imposed by the exchanges) and the Client shall be obliged to pay the same.

The client agrees and authorises the Member to determine the market value of securities placed as margin after applying a haircut that the Member may deem appropriate. The client undertakes to monitor the market value of such securities on a continuous basis. The client further undertakes to replenish any shortfall in the value of the margin consequents to a fall in the market value of such securities placed as margin immediately whether or not the member intimates such shortfall.

The Member may at its sole discretion prescribe the payment of Margin in the form of cash instead of or in addition to margin in form of securities. The Client accepts to comply with the Member's requirement of payment of Margin in the form of cash immediately. Without prejudice to The Member's other rights (including the right to refer a matter to arbitration), The Member shall be entitled to liquidate / close out all or any of the client's positions for non- payment of margins or other amount, outstanding debts, etc and adjust the proceeds of such liquidation / close out, if any, against the 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.

The client agrees to abide by the exposure limits. If any, set by The Member or by the Exchange or Clearing Corporate or SEBI from time to time.

Any reference in these terms to sell or transfer of Securities by the Member shall be deemed to include sale of the Securities which form part of the Margin maintained by the Client with the Member. In exercise of the Member's right to sell securities under the Agreement, the Client agree that the choice of specific securities to be sold shall be solely at the Member's discretion.

The Client agrees and empowers/authorize the Member to act at its discretion of merging balances kept under various accounts held with the Member such as CM Trading Account and F&O Trading Account, NSDL (or CDSL) DP Account, etc., to nullify the debit in any other account of the Client held with the Member without taking any further instructions from the Client. Similarly the Client agrees and empowers/authorize the Member to merge the securities kept with the Member in various accounts in order to nullify the debit in any account of the Client. The Client hereby authorizes the Member to change or alter the list of Securities on which margin trading is allowed.

2.2 Dealings

The Client is responsible for all orders, including any orders that may be executed without the required Margin (as stipulated by the Member from time to time) in the Client's account or the bank account (in the event that the Client's order is executed a power of attorney in terms of clause 3.1 of this agreement). If the Client's order is executed despite a shortfall in the available Margin, the Client shall, whether or not the Member intimates such shortfall in the available Margin, instantaneously pay additional Margin.

The Client's positions are valued at the latest market price available (mark to market) on a continuous basis by the Member. If on such mark to market, the loss incurred by the Client is more than the Margin available with the Member, the Client shall instantaneously pay additional Margin.

If payment/securities towards the margin or the shortfall in margin is not received instantaneously to enable restoration of sufficient Margin in the Client's account, all or some of the positions of the Client may be squared off or the Securities placed as Margin by the Client may sold off by the Member at its sole discretion, without any further reference to the Client and without prior notification, and any resultant or associated losses that may occur due to such squaring off or sale or securities shall be borne by the Client, and the Member is hereby fully indemnified and harmless by the Client in this behalf.

Prior to placing an order in connection with the sale/purchase or transfer of any securities in which Constituent requires any form of regulatory or other permission, the Constituent shall obtain such permission before placing of the order and shall furnish necessary documents to the Member prior to the execution of the order. The Constituent acknowledges and accepts that delays may occur in relation to the processing of such orders despite the necessary documents being furnished in a timely manner. The Member may at its sole discretion refuse to execute any such order till it is satisfied of the legality of the transaction. The Constituent is responsible for all costs associated with compliance or failure to comply with all the regulatory requirements and hereby agrees to fully indemnify the Member from any costs, losses, claims or other liability arising on account of such orders.

2.3 Execution of Orders; Confirmation

The Client understand that placing an order with the Member including a market order does not guarantee execution of the order. The Member has the absolute right to reject any order that may be made by the Client for any reason whatsoever including for the breach of the requirement of maintaining the prescribed margin in the Client account or the bank account.

The Client is required to ascertain the status of his/her/its order (including any rejection of the same)which would be posted only on the relevant sections of the web site, and no separate confirmation of the execution/rejection of the under would be sent to the Client either physically or electronically. Further, the Exchange may cancel the trade suomoto without giving any reason therefore and where the Exchanges cancel trades suo moto, all such trades, including the trades done on behalf of the Client shall ipso facto stand cancelled. The Member shall not be liable for any losses, damage or claims on account of such rejection or cancellation of any trade for any reason whatsoever. Further, the Member may at its sole discretion, subject any order made by the Client to manual review and entry which may cause delays in the execution of the Client's order.

The Client is required to ascertain all ledger balances of Securities in his/her/its accounts which would be posted only on the relevant section of the website and no separate intimation of the ledger balances of the Client in his/ her/its account would be sent to the Client either physically or electronically. Subject to prescribed regulations, depository participant statement will be posted only on the relevant section of the web site and no separate intimation thereof will be sent to the Client either physically or electronically.

In the event of the sale of any Securities by the Member at the request of the Client and the inability of the Member to deliver to the purchaser the securities so sold by reason of the failure of the Client to supply the Member therewith then, and in such event, but subject to the provisions of applicable laws, rules and regulations, the Client authorises the Member to borrow, purchase or otherwise acquire any \Securities necessary to make delivery thereof. Further, the Client accepts liability for any premiums which the Member may be required to pay, and for any losses,