* SECURITIES CONTRACTS (REGULATION) RULES, 1957

2 · In these rules, unless the context otherwise requires, —

1 · [(c) "Government company" means a Government company as defined in clause 45 of section 2 of the Companies Act, 2013 (18 of 2013);]

2 · [(d) "public" means persons other than –

3 · [(da) "public sector company" means a body corporate constituted by an Act of Parliament or any State Legislature and includes a government company;]

4 · [(e) "public shareholding" means equity shares of the company held by public including shares underlying the depository receipts if the holder of such depository receipts has the right to issue voting instruction and such depository receipts are listed on an international exchange in accordance with the Depository Receipts Scheme, 2014:

1 · Substituted by the Securities Contracts (Regulation) Amendment Rules, 2022, w.e.f. 02.01.2023. Prior to substitution, clause (c) read as follows:

2 · Inserted by the Securities Contracts (Regulation) (Amendment) Rules, 2010, w.e.f. 04.06.2010.

3 · Inserted by the Securities Contracts (Regulation) (Second Amendment) Rules, 2010, w.e.f. 09.08.2010.

4 · Substituted by the Securities Contracts (Regulation) (Amendment) Rules, 2015, w.e.f. 25.02.2015. Prior to substitution, clause (e) read as under-

5 · Every application shall be accompanied by four copies of the rules (including the memorandum and articles of association where the applicant stock exchange is an incorporated body) and bye-laws of the stock exchange applying for recognition as specified in section 3 of the Act and the receipt granted by the Government treasury, or as the case may be, the State Bank of India or the Reserve Bank of India, in respect of the amount of the fee deposited and shall contain clear particulars as to the matters specified in the Annexure to Form A.

6 · [Power to make inquiries and call for information.

5A · Before granting recognition to a stock exchange under section 4 of the Act, the 7 [Securities and Exchange Board of India] may make such inquiries and require such further information to be furnished, as it deems necessary, relating to the information furnished by the stock exchange in the Annexure to its application in Form A.]

6 · The recognition granted to a stock exchange shall be in Form B and be subject to the following conditions, namely: —

5 · Substituted for "Central Government" by the Securities Contracts (Regulation) (Amendment) Rules, 1996, w.e.f. 23.12.1996.

6 · Inserted by GSR 1096 dated 14.07.1967, w.e.f. 22.07.1967

7 · Substituted for "Central Government" by the Securities Contracts (Regulation)(Amendment )Rules, 1996, w.e.f. 23.12.1996.

7 · (1) Three months before the expiry of the period of recognition, a recognised stock exchange desirous of renewal of such recognition may make an application to the 8 [Securities and Exchange Board of India] in Form A.

8 · The rules relating to admission of members of a stock exchange seeking recognition shall inter alia provide that:

8 · Substituted for "Central Government" by the Securities Contracts (Regulation) (Amendment) Rules, w.e.f. 23.12.1996.

9 · Inserted by the Securities Contracts (Regulation) (Amendment) Rules, 2003, w.e.f. 28.08.2003.

10 · Omitted by the Securities Contracts (Regulation) (Second Amendment) Rules, 2017, w.e.f. 27.06.2017. Prior to omission it read as under:

11 · [Provided that nothing herein shall be applicable to any corporations, bodies corporate, companies or institutions referred to in clauses (a) to (n) of sub -rule (8).]

12 · [Provided further that investments made by a member shall, at all times, not be construed as business except when such investments involve client funds or client securities, or relate to arrangements which are in the nature of creating a financial liability on the broker.]

11 · Substituted by the Securities Contracts (Regulation) (Second Amendment) Rules, 2017, w.e.f. 27.06.2017. Prior to substitution it read as under:

12 · Inserted by the Securities Contracts (Regulation) Amendment Rules, 2025, w.e.f. 19.05.2025.

13 · Omitted by GSR 1070(E) dated 15.11.1988

14 · Ibid.

15 · Ibid.

16 · Inserted by the Securities Contracts (Regulation) (Amendment) Rules, 2003, w.e.f. 28.08.2003.

17 · Substituted, ibid. Prior to its substitution, sub -clause (iii) read as under:

18 · Substituted for "items (a) to (n) of the proviso to sub-rule (4)", by the Securities Contracts (Regulation) (Second Amendment) Rules, 2017, w.e.f. 27.06.2017.

19 · Inserted by the Securities Contracts (Regulation) Amendment Rules, 2025, w.e.f. 19.05.2025.

17 · [(iii) nothing herein shall affect members of a recognised stock exchange which are corporations, bodies corporate, companies or institutions referred to in items [(a) to (n) of sub-rule (8)] 18 .

19 · [Provided further that investments made by a member shall, at all times, not be construed as business except when such investments involve client funds or client securities, or relate to arrangements which are in the nature of creating a financial liability on the broker.]

20 · [ *** ]

20 · Omitted by the Securities Contracts (Regulation) (Amendment) Rules, 2017, w.e.f. 20.03.2017. Prior to omission the proviso read as under-

18 · [(c) any insurance company granted registration by the Insurance Regulatory Development Authority under the Insurance Act, 1938 (4 of 1938)]

20 · [(h)any bank included in the Second Schedule to the Reserve Bank of India Act, 1934 (2 of 1934);

21 · [(l) Central Board of Trustees, Employees' Provident Fund, established under the Employees' Provident Funds and Miscellaneous Provisions Act, 1952 (19 of 1952);

20 · Inserted by the Securities Contracts (Regulation) (Amendment) Rules, 2003, w.e.f. 28.08.2003.

18 · Substituted for" the Life Insurance Corporation of India, established under the Life Insurance

19 · Omitted, by Securities Contracts (Regulation) (Amendment) Rules, 2014. w.e.f.16.1.2014. Prior to its omission, item (d) read as under:

20 · Inserted, ibid.

21 · Inserted by Securities Contracts (Regulation) (Amendment) Rules, 2014. w.e.f.16.1.2014

23 · [(6) A limited liability partnership as defined in the Limited Liability Partnership Act, 2008 (6 of 2009), shall also be eligible to be elected its a member of a stock exchange if

21 · Omitted by GSR 749 (E), dated 12.10.1994

22 · Substituted by GSR 790(E), dated 07.11.1994

23 · Inserted by the Securities Contracts (Regulation) Amendment Rules, 2013. w.e.f. 24.10.2013

24 · [(7) Any provident fund represented by its trustees, of an exempted establishment under the Employees' Provident Funds and Miscellaneous Provisions Act, 1952 (19 of 1952), shall also be eligible to be elected as a member of a stock exchange.]

25 · [(8) Where the Securities and Exchange Board of India makes a recommendation, the governing body of a stock exchange shall, admit as member the following corporations, bodies corporate, companies or institutions, namely: -

24 · Sub -rule (7) inserted by the Securities Contracts (Regulation) (Second Amendment) Rules, 2014, w.e.f. 22 -9 -2014.

25 · Inserted by the Securities Contracts (Regulation) (Amendment) Rules, 2017, w.e.f. 20.03.2017.

9 · All contracts between the members of a recognised stock exchange shall be confirmed in writing and shall be enforced in accordance with the rules and bye-laws of the stock exchange of which they are members.

26 · [Nominees of the Securities and Exchange Board of India] on the governing bodies of recognised stock exchanges.

10 · The 27 [Securities and Exchange Board of India] may nominate one or more persons not exceeding three in number, as member or members of the governing body of every recognised stock exchange. Such member or members shall enjoy the same status and powers as other members of the governing body.

11 · After receiving the report of the result of an enquiry made under clause (b) of subsection (3) of section 6 of the Act, the 21 [Securities and Exchange Board of India] may take such action as they deem proper and, in particular, may direct the governing body of the stock exchange to take such disciplinary action against the offending member, including fine, expulsion, suspension or any other penalty of a like nature not involving the payment of money, as may be specified by the 21 [Securities and Exchange Board of India]; notwithstanding anything to the contrary contained in the rules or bye-laws of the stock exchange concerned, the governing body shall give effect to the directions of the 21 [Securities and Exchange Board of India] in this behalf and shall not in any manner commute, revoke or modify the action taken in pursuance of such directions, without the prior approval of the 21 [Securities and Exchange Board of India]. The 21 [Securities and Exchange Board of India] may, however, either of its own motion or on the representation of the member concerned, modify or withdraw its direction to the governing body.

26 · Substituted by F. No. 1/37/SE/94, dated 26.10.1994.

27 · Ibid.

28 · Substituted for "Central Government" by the Securities Contracts (Regulation) (Amendment) Rules, 1996, w.e.f. 23.12.1996.

12 · Every member shall get his accounts audited by a chartered accountant whenever such audit is required by the 21 [Securities and Exchange Board of India].

13 · The written notice referred to in section 5 of the Act shall be in Form C.

14 · Every recognised stock exchange shall maintain and preserve the following books of account and documents for a period of five years:

15 · (1) Every member of a recognised stock exchange shall maintain and preserve the following books of account and documents for a period of five years :

16 · (1)(a) The person or persons appointed by the 29 [Securities and Exchange Board of India] to make an inquiry under clause (b) of sub-section (3) of section 6 of the Act shall hereafter in this rule be referred to as the 'inquiring authority';

29 · Substituted for "Central Government" by the Securities Contracts (Regulation) (Amendment) Rules, 1996, w.e.f. 23.12.1996

17 · (1) Every recognised stock exchange shall before the 31st day of January in each year or within such extended time as the 30 [Securities and Exchange Board of India] may, from time to time, allow, furnish the 23 [Securities and Exchange Board of India] annually with a report about its activities during the preceding calendar year, which shall inter alia contain detailed information about the following matters :

17A · Every recognised stock exchange shall furnish the 24 [Securities and Exchange Board of India] periodical returns relating to—

18 · The bye-laws to be made, amended or revised under the Act shall be published for criticism in accordance with the provisions of section 23 of the General Clauses Act , 1897 both in the Gazette of India and Official Gazette of the State in which the principal office of the recognised stock exchange is situate.

30 · Ibid.

31 · Ibid.

19 · (1) A public company as defined under the Companies Act, 1956, desirous of getting its securities listed on a recognised stock exchange, shall apply for the purpose to the stock exchange and forward along with its application the following documents and particulars :

32 · [(i) acknowledgement card or the receipt of filing offer document with the Securities and Exchange Board of India;]

32 · Substituted by the Securities Contracts (Regulation) (Amendment) Rules, 1996, w.e.f. 23.12.1996. Prior to its substitution, sub -clause (i), read as under:

36 · [(iv)

33 · [ (b) 34 [The minimum offer and allotment to public in terms of an offer document shall be -]

33 · Clause (b) substituted by the Securities Contracts (Regulation) Third Amendment Rules, 2014, w.e.f. 1911 -2014. Prior to its substitution , the said clause, as amended by the Amendment Rules, 2001, w.e.f. 1-62001; the Securities Contracts (Amendment) Rules, 2010, w.e.f. 4-6-2010 and the Securities Contracts (Regulation) (Second Amendment) Rules, 2010, w.e.f. 9-8-2010, read as under :

34 · Inserted by the Securities Contracts (Regulation) (Amendment) Rules, 2015, w.e.f. 25.02.2015.

35 · Inserted by the Securities Contracts (Regulation) (Amendment) Rules, 2021, w.e.f. 18.06.2021.

36 · Inserted by the Securities Contracts (Regulation) (Amendment) Rules, 2021, w.e.f. 18.06.2021.

38 · [Provided also that the applicant company 39 [referred to in clause (b)], who has issued equity shares having superior voting rights to its promoters or founders and is seeking listing of its ordinary shares for offering to the public under this rule and the regulations made by the Securities and Exchange Board of India in this regard, shall mandatorily list its equity shares having superior voting rights at the same recognized stock exchange along with the ordinary shares being offered to the public;]

37 · Omitted, ibid. Prior to its omission, third proviso, read as under:

38 · Inserted by the Securities Contracts (Regulation) (Amendment) Rules, 2020, w.e.f. 19.03.2020.

39 · Inserted by the Securities Contracts (Regulation) (Amendment) Rules, 2021, w.e.f. 18.06.2021.

40 · Clause (c) omitted by the Securities Contracts (Regulation) Third Amendment Rules, 2014, w.e.f. 19-112014. Prior to its omission, the said clause, as inserted by the Securities Contracts (Regulation) (Second Amendment) Rules, 2010, w.e.f. 9-8-2010, read as under :

41 · [(4) An application for listing shall be necessary in respect of the following:

42 · [Provided further that where a recognised stock exchange has withdrawn admission to dealings in any security, or where suspension of admission to dealings has continued for a period exceeding three months, the company or body corporate concerned may prefer

41 · Substituted by the Securities Contracts (Regulation) (Amendment) Rules, 2010, w.e.f. 04.06.2010. Prior to its substitution, sub -rule (4), read as under:

42 · Substituted by the Securities Contracts (Regulation) (Amendment) Rules, 2000, w.e.f. 08.08.2000. Earlier, the second proviso was amended by the Securities Contracts (Regulation) (Amendment) Rules, 1996, w.e.f. 23.12.1996.

43 · [(6) A recognised stock exchange may, either at its own discretion or shall in accordance with the orders of the Securities Appellate Tribunal under sub-rule (5) restore or re-admit to dealings any securities suspended or withdrawn from the list.]

44 · [(6A) Except as otherwise provided in these rules or permitted by the Securities and Exchange Board of India under sub-rule (7), all requirements with respect to listing prescribed by these rules shall, so far as they may be, also apply to a public sector company.]

45 · [***]

48 · [Continuous Listing Requirement.

19A · (1) Every listed company 49 [ 50 [ *** ]] shall maintain public shareholding of at least twenty five per cent.:

43 · Substituted by the Securities Contracts (Regulation) (Amendment), 2000, w.e.f. 08.08.2000. Earlier, subrule (6) was amended by the Securities Contracts (Regulation) (Amendment), 1996, w.e.f. 23.12.1996.

44 · Substituted by the Securities Contracts (Regulations) (Second Amendment) Rules, 2010, w.e.f. 09.8.2010. Prior to its substitution, sub -rule (6A) as amended by the Securities Contracts (Regulations)(Amendment) Rules, 2010, w.e.f. 04.06.2010 and GSR 121(E) w.e.f. 09.03.1995, read as under:

45 · Omitted by the Securities Contracts (Regulation)(Amendment) Rules, 2010, w.e.f. 04.06.2010. Prior to its omission, proviso, as substituted by the Securities Contracts (Regulation) (Amendment) Rules, 1996, w.e.f. 23.12.1996 and inserted by GSR 291 (E) dated 27.03.1995, read as under:

46 · Substituted for "Central Government" by the Securities Contracts (Regulation) (Amendment), Rules, 1996, w.e.f. 23.12.1996.

47 · Inserted by the Securities Contracts (Regulation) (Amendment) Rules, 2020, w.e.f. 19.03.2020.

48 · Inserted by the Securities Contracts (Regulations) (Amendment) Rules, 2010, w.e.f. 04.06.2010

51 · [ 52 [ Provided that every listed public sector company which has public shareholding below twenty-five per cent. on the commencement of the Securities Contracts (Regulation) (Second Amendment) Rules, 2018, shall increase its public shareholding to at least twenty-five per cent, within a period of 53 [three years] from the date of such commencement, in the manner specified by the Securities and Exchange Board of India.] Explanation: For the purposes of this sub-rule, a company whose securities has been listed pursuant to an offer and allotment made to public in terms of 54 [***] clause (b) of sub -rule (2) of rule 19, shall maintain minimum twenty five per cent, public shareholding from the date on which the public shareholding in the company reaches the level of twenty five percent in terms of said sub-clause.]

55 · [Provided that every listed public sector company whose public shareholding falls below twenty five per-cent. at any time after the commencement of the Securities Contracts (Regulation) (Second Amendment) Rules, 2018, shall increase its public shareholding to at least twenty five per-cent, within a period of two years from such fall, in the manner specified by the Securities and Exchange Board of India.]

57 · [(4) Where the public shareholding in a listed company falls below twenty-five per cent. in consequence to the Securities Contracts (Regulation) (Amendment) Rules, 2015, such

49 · Omitted by the Securities Contracts (Regulation) (Second Amendment) Rules, 2014, w.e.f. 22.8.2014 . Prior to omission, it read as " (other than public sector company)".

50 · Inserted by the Securities Contracts (Regulations) (Second Amendment) Rules, 2010, w.e.f. 09.08.2010.

51 · Substituted, ibid. Prior to substitution, provisos, read as under:

52 · Substituted vide Securities Contract (Regulation)(Second Amendment) Rules, 2018, w.e.f. 03.08.2018, Prior to substitution, proviso, read as under:

53 · Substituted for "two years" by the Securities Contracts (Regulation) (Second Amendment) Rules, 2020, w.e.f. 31.07.2020.

54 · Words "sub -clause (ii) of" omitted by the Securities Contracts (Regulation) Third Amendment Rules, 2014, w.e.f. 19 -11 -2014.

55 · Inserted vide Securities Contract (Regulation) (Second Amendment) Rules, 2018 w.e.f. 03.08.2018.

56 · Sub -rule (3) omitted by the Securities Contracts (Regulation) (Second Amendment) Rules, 2014, w.e.f. 22 -8 -2014. Prior to its omission, said sub -rule, as inserted by the Securities Contracts (Regulation) (Second Amendment) Rules, 2010, w.e.f. 9-8-2010, read as under :

57 · Inserted by the Securities Contracts (Regulation) (Amendment) Rules, 2015, w.e.f. 25.02.2015.

58 · [(5) Where the public shareholding in a listed company falls below twenty-five per cent, as a result of implementation of the resolution plan approved under section 31 of the Insolvency and Bankruptcy Code, 2016 (31 of 2016), such company shall bring the public shareholding to twenty-five per cent within a maximum period of three years from the date of such fall, in the manner specified by the Securities and Exchange Board of India:

61 · [ 62 [(6) Notwithstanding anything contained in sub-rules (1) to (5), the Central Government may, in public interest, exempt any listed entity in which the Central Government or State Government or public sector company, either individually or in any combination with other, hold directly or indirectly, majority of the shares or voting rights or control of such listed entity, from any or all of the provisions of this rule.

63 · [Requirements with respect to the listing of units or any other instrument of a Collective Investment Scheme on a recognised stock exchange.

20 · (1) A Collective Investment Management Company (CIMC) which is desirous of getting its any collective investment scheme listed on a recognised stock exchange, shall apply for the purpose to the stock exchange and forward along with its application the following documents and particulars:

58 · Inserted by the Securities Contract (Regulation) (Amendment) Rules, 2018, w.e.f. 24.27.2018 .

59 · Substituted for "eighteen" by the Securities Contracts (Regulation) (Amendment) Rules, 2021, w.e.f. 18.06.2021.

60 · Inserted by the Securities Contracts (Regulation) (Amendment) Rules, 2021, w.e.f. 18.06.2021.

61 · Inserted by the Securities Contracts (Regulation) (Second Amendment) Rules, 2021, w.e.f. 30.07.2021.

62 · Substituted by the Securities Contracts (Regulation) Amendment Rules, 2022, w.e.f. 02.01.2023. Prior to substitution, sub -rule (6) read as follows:

63 · Inserted by the Securities Contracts (Regulation) (Amendment) Rules, 2000, w.e.f. 08.08.2000

64 · [Delisting of securities.

21 · A recognized stock exchange may, without prejudice to any other action that may be taken under the Act or under any other law for the time being in force, delist any securities listed thereon on any of the following grounds in accordance with the regulations made by the Securities and Exchange Board of India, namely:—

64 · Inserted by the Securities Contracts (Regulation) (Amendment) Rules, 2008, w.e.f. 10.06.2009

65 · Substituted for "Central Government" by the Securities Contracts (Regulation) (Amendment) Rules, 1996, w.e.f. 23.12.1996.

66 · Substituted for "Central Government" by the Securities Contracts (Regulation) (Amendment) Rules, 1996, w.e.f. 23.12.1996.

67 · [The Securities and Exchange Board of India]

67 · Substituted for "Government of India, Ministry of Finance" by the Securities Contracts (Regulation) (Amendment) Rules, 1996, w.e.f. 23.12.1996.

68 · Substituted for "Central Government", ibid.

70 · [FORM C

69 · Substituted for "Ministry", ibid.

70 · Substituted by the Securities Contracts (Regulation) (Amendment) Rules, 1996, w.e.f. 23.12.1996