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DEPOSITORY / SCRIPLESS / ELECTRONIC TRADING (for Corporates)

 

AGREEMENT BETWEEN Zuari Investments Limited, THE DEPOSITORY PARTICIPANT AND ------------------------------------- (THE CLIENT SEEKING TO OPEN AN ACCOUNT)

This agreement made and entered into this -------------------- day of --------------------- between -------------------------- situated at --------------------------------------------------------- (hereinafter called "the client") and ZUARI INVESTMENTS LIMITED,having its
Regd Office at Jaikisan Bhawvan,Zuarinagar,Goa-403726.(India) and its Corporate Office at F-Block, IInd Floor, International Trade Tower, Nehru Place, New Delhi - 110019. (hereinafter called "the Depository Participant").

WITNESSETH

WHERE AS the client has furnished to the Depository Participant; the duly filled-in Application Form requesting there-in to open an account with the Depository Participant.

NOW THEREFORE in consideration of the Depository Participant having agreed to open an account for the Client; both the parties to the agreement hereby covenant and agreed as follows :-

  1. The Client shall pay the charges to the Depository participant for the purpose of opening and maintaining of account for carrying-out the instructions of the Client and for rendering such other services as may be agreed to between the Depository Participant and the Client, as set-out in Price-Structure and Billing Procedure.
  2. The Client shall have the right to get the securities which have been admitted on the Depository dematerialised in the form and manner laid down under the Bye laws and Business Rules. The Depository Participant further undertakes that it shall not create or permit to subsist any mortgage, charge or other encumbrance over all or any of such securities submitted for de-materialisation except on the instructions given by the Client.
  3. The Depository participant hereby undertakes that it shall maintain a separate account of its own securities held in dematerialised form on behalf of the Client.
  4. The Depository Participant undertakes that a transfer to and from the accounts of the Client shall be made only on the basis of an order, instruction, direction or mandate duly authorised by the Client and that the Depository Participant shall maintain adequate audit trail of such authorisations.
  5. The Depository participant agrees that the Client may give standing instructions with regard to the crediting of securities in his account and the Depository Participant shall act according to such instructions.
  6. The Depository participant undertakes to provide a statement of account to the Client at fortnight intervals unless the Depository Participant and the Client both have agreed to the provision of such statement at shorter intervals.
  7. The Client shall have the right to terminate this agreement and close his account held with the Depository Participant, provided no charges are payable by him to the Depository Participant, specifying therein that the balances in its account be transferred to another account of the Client held with another Depository Participant or to rematerilise the security balances held. The Depository Participant shall initiate the procedure for transferring such account or rematerialising such securities within a period of thirty days, as per the procedure laid down in the Bye Laws and Business Rules.
  8. On the failure of the Client to pay the charges as laid out in clause (1) of this agreement within a period of thirty days from the date of demand; Depository participant may terminate this agreement and close the account of the Client by requiring it to specify whether the balances in its account be transferred to the account of the Client held with another Participant or be rematerialised in the manner specified in the Bye Laws and Business Rules.
  9. The Client further agrees that in the event of the Client committing a default in the payment of any of the amounts provided in Clause (1) within a period of 30 days from the date of demand; without prejudice to the right of the Depository Participant to close the account of the Client, the Depository Participant may charge interest @ not more that 24% p.a. or any such other rate as may be specified by the Executive Committee from time to time keeping in view the period of such default.
  10. The Depository Participant shall have to provide such information related to the Clients account as may be requested by the NSDL form time to time.
  11. The Client shall have the right to create a pledge of the securities held in the dematerialised form with the Depository Participant only in accordance with the procedure and subject to the restrictions laid down under the Bye Laws and Business Rules.
  12. NSDL shall not be liable to the Client in any manner towards losses, liabilities, and expenses arising from the claims of third parties and from taxes and other governmental charges in respect of securities credited to the the Client's account.
  13. The Client may exercise the right to freeze his account maintained with the Depository Participant so as to lock the securities held with the Depository Participant in accordance with the procedures prescribed in the Bye Laws and Business Rules.
  14. The Client may exercise the right to defreeze his account maintained with the Depository Participant in accordance with the procedures and subject to the restrictions laid down under the Bye Laws and Business Rules.
  15. The Client notify the Depository Participant, within seven days, of any change in the details set-out in the Application Form submitted to the Depository Participant at the time of opening the account or furnished from time to time.
  16. The Depository participant undertakes to resolve all legitimate grievances of the Client against the Depository Participant within a period of thirty days.
  17. The Depository Participant and the Client agree that they shall abide by the arbitration and conciliation procedure prescribed under the Bye Laws of NSDL and such procedure shall be applicable to any disputes between the Depository Participant and the Client.
  18. The Depository Participant and the Client further agree that all claims, differences and disputes, arising out of or in relation to dealings on the Depository including any transactions made subject to the Bye Laws or Business Rules of the Depository or with reference to anything incidental there to or in pursuance thereof or relating to there validity, construction, interpretation, fulfillment or the rights, obligations and liabilities of the Parties thereto and including any question of whether such dealings, transactions have been entered into or not-shall be subject to the exclusive jurisdiction of the courts at Mumbai only.

IN WITNESS WHEREOFF the client and the Depository Participant has caused these presents to be executed as of the day and year first above written.

Signed and delivered by
----------------------------------------
(for and on behalf of the Client)
--------------------------------------- Witness

Signed and delivered by

Authorised Signatory,
ZUARI INVESTMENTS LIMITED.
(for and behalf of the Depository Participant)
--------------------------------------,
Witness

RESOLUTION

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE BOARD OF DIRECTORS OF ----------------------------------------- AT THEIR MEETING HELD ON ----------------- AT -------------------- A.M./P.M. AT ---------------------------------------------------------- (give address).

  1. Resolved that a Corporate Account be opened for Depository Purpose with Zuari Investments Limited.
  2. Further Resolved that Mr/Ms -------------------------------------------------------------- Director(s) of the Company whose specimen signature is attested below be authorised to sign on behalf of the company all documents and forms relating to such Account (in relation to Debits or Credits or otherwise) in such forms as may be required by the Zuari Investments Ltd.  and further any instructions, indemnities and counter indemnities which may be required by Zuari Investments Ltd. from the company in connection with the above mentioned Account.
  3. That this resolution be communicated to Zuari Investments Ltd. and remain in force until notice in writing be given to the Zuari Investments Ltd.

For --------------------------------------------
     ---------------------------------------------
     Chairman/Director