Format of the Notice Under Section 257 of the Companies Act 1956 for Proposing a Candidature

FORMAT OF NOTICE UNDER SECTION 257 OF THE COMPANIES ACT, 1956 FOR PROPOSING THE CANDIDATURE OF A PERSON AS DIRECTOR OF THE COMPANY. (To be submitted on Letter Head) Date : . To, Company Secretary Bombay Stock Exchange Limited 25th Floor, P. J. Towers, Dalal Street, Fort, Mumbai 400 001.

Dear Sir,

Notice under Section 257 of the Companies Act 1956 for proposing candidature of Shri ______as a Director of the Bombay Stock Exchange Limited.

I ______, *[Director of ______Limited]* holder of _____ Equity Shares of Re. 1/- each fully paid-up, in the Company, do hereby give notice under Section 257 of the Companies Act, 1956, signifying my intention to propose my candidature/the candidature of Shri ______*[Designated Director of ______Limited,]* in my/his capacity as a *[Designated Director of a______] Trading Member of Bombay Stock Exchange Limited, for being appointed as a Trading Member Director on the Board of Directors of the Exchange at the Fifth Annual General Meeting of the Exchange or any adjournment thereof.

I also remit hereby an amount of Rs.500/- (Rupees Five Hundred Only) being the deposit along with this Notice pursuant to the aforesaid provisions.

I also enclose the following documents as prescribed by the Exchange under its Rules, Bye – laws and Regulations –

(i) Nomination Form duly signed by the candidate, his proposer and seconder (ii) Certified true copy of the resolution passed by the Corporate Trading Member whose Designated Director has been proposed for being appointed as a Director of the Exchange. (iii) Certified true copy of the resolution passed by the Corporate Trading Members who are proposer and seconder (iv) A declaration from the Trading Member confirming that he/it’s Designated Director is eligible for being appointed as Trading Member Director on the Board of Directors of the Exchange as per the provisions of the Articles of Association of the Exchange, Rules, Bye – laws and Regulations of the Exchange and Securities and Exchange Board of India (Criteria for fit and proper person) Regulations, 2004, as far as may be applicable to the Trading Members under Securities and Exchange of India (Stock Brokers and sub-brokers) Regulation, 1992. (v) Consent of the candidate to act as a Trading Member Director (vi) A brief Bio-data of the candidate (To be circulated among the shareholders)

Thanking you,

Yours sincerely,

*For ______Ltd.

______*Director / Trading Member

No. of shares held by the person issuing this Notice ______

DP ID ______Client ID ______

Encl. Cheque No. ______dated ______for Rs. 500/- drawn on ______in favour of “Bombay Stock Exchange Limited.” * Applicable in case of Company. Strike out if not applicable

1 BOMBAY STOCK EXCHANGE LIMITED

Nomination Form

I Shri/Smt. ______(Clg. No.____)

/We ______Ltd. (Clg. No. _____) (Name of Corporate Member)* hereby propose Shri/Smt. ______of

______Ltd. (Clg. No. ___) (Name of Corporate Trading Member)* as a candidate for election as a Trading Member Director on the Board of Directors of the Bombay Stock Exchange Limited at the Fifth Annual General Meeting of the Exchange or at any adjournment thereof.

Signature of the Trading Member/ } * For ______Ltd. *Rubber stamp & Signature of one of the } wholetime / Designated Directors of the } (Clg. No. ____ ) Corporate Trading Member proposing the } candidate. (Copy of the Resolution } (Shri/Smt.______Wholetime/Designated Director annexed)

Signature of the Trading Member/ } * For ______Ltd. *Rubber stamp & Signature of one of the } wholetime / Designated Directors of the } (Clg. No. ____ ) Corporate Trading Member seconding the } candidate (Copy of the Resolution annexed) } (Shri/Smt.______Wholetime/Designated Director

I agree to stand as a candidate for the election as above. I have read the Code of Ethics for Directors and Functionaries of the Exchange as stipulated under Rules, Bye-laws and Regulations of the Exchange.

Date: Signature of the Candidate *Attached herewith please find a copy of the Resolution passed by the Board of Directors of ______Ltd. (Clg. No. ____) at its meeting held on ______.

*Applicable only in case a Corporate Member. Strike Out if not applicable.

Note: Only members of not less that 3 years standing on the last day for submission of proposal for the election are eligible to stand as candidates.

2 (TO BE GIVEN BY THE CANDIDATE) ON THE LETTER HEAD OF THE COMPANY

Certified true copy of the resolution passed by the Board of Directors of the company in its meeting held on ______

WHEREAS the Chairman has placed before the meeting a proposal for the election of Trading Member Director on the Board of Directors of the Bombay Stock Exchange Limited; NOW

THEREFORE IT IS RESOLVED THAT Shri/Smt . (Name of the

Candidate )______a wholetime/ Designated Director of the Company is nominated to file the necessary nomination form to stand as a candidate for the said election on behalf of (Name of the Corporate Trading Member)_____ Ltd. – a Trading Member of Bombay Stock Exchange Limited, being eligible for being appointed as a Trading Member Director on the Board of Directors of the Bombay Stock Exchange Limited under the provisions of the Articles of Association and Rules, Bye-Laws and Regulations of Bombay Stock Exchange Limited.

RESOLVED FURTHER THAT Shri/Smt.______( Name of the Candidate) ______, a wholetime/Designated Director of the Company, if elected as a Trading Member Director on the Board of Directors of the Bombay Stock Exchange Limited shall hold the office as per the provisions its Articles of Association.

Signature of the Chairman of the meeting Specimen Signature of the Wholetime/ (Stamp of the Company’s name and Clg. Designated Director authorised to file No.) nomination as a candidate

3 ON THE LETTER HEAD OF THE COMPANY (In case the proposer is a Corporate Member)

Certified true copy of the resolution passed by the Board of Directors of the company in its meeting held on ______.

WHEREAS the Chairman has placed before the meeting, a proposal received from (name of the candidate/Body Corporate whose Wholetime Director/Designated Director proposes to contest), for election of Trading Member Director on the Board of Directors of the Bombay Stock Exchange

Limited; NOW THEREFORE IT IS RESOLVED THAT Shri/Smt.______( Name of

Candidate )______, of ___ (Name of the Corporate Trading Member ) Ltd., a Trading Member of Bombay Stock Exchange Limited be and is hereby proposed as a candidate for the said election.

Signature of the Chairman of the meeting. (Stamp of the Company’s name and Clg. No.)

4 ON THE LETTER HEAD OF THE COMPANY (In case the seconder is a Corporate Member)

Certified true copy of the resolution passed by the Board of Directors of the company in its meeting held on ______.

WHEREAS the Chairman has placed before the meeting, a proposal received from (name of the candidate/Body Corporate whose Wholetime Director/Designated Director proposes to contest), for election of Trading Member Director on the Board of Directors of the Bombay Stock Exchange

Limited; NOW THEREFORE IT IS RESOLVED THAT Shri/Smt.______(Name of

Candidate)______, of ______(Name of the Corporate Trading Member)___ Ltd., a Trading Member of Bombay Stock Exchange Limited be and is hereby seconded as a candidate for the said election.

Signature of the Chairman of the meeting. (Stamp of the Company’s name and Clg. No.)

5 (TO BE GIVEN ON THE LETTER HEAD OF THE MEMBER)

UNDERTAKING

Date : . The Company Secretary Bombay Stock Exchange Limited Mumbai

Dear Sir,

Re: Nomination for being appointed as the Trading Member Director on the Board of Directors of the Bombay Stock Exchange Limited

I ___(Individual Member/Wholetime or Designated Director of the XYZ Ltd.)__- a Trading Member of Bombay Stock Exchange Limited (Clg. No.____), hereby confirm that no disciplinary action whatsoever has been taken against me/our company* and further confirm that I/We fulfill the eligibility criteria for being appointed as the Trading Member Director on the Board of Directors of the Bombay Stock Exchange Limited as stipulated in the Articles of Association of the Exchange, Rules, Bye–laws and Regulations of the Exchange and Securities and Exchange Board of India (Criteria for fit and proper person) Regulations, 2004, as far as may be applicable to the Trading Members under Securities and Exchange of India (Stock Brokers and sub-brokers) Regulation, 1992.

Yours faithfully,

(Member / Wholetime or Designated Director)*

* Strike out whichever is not applicable.

6 (TO BE GIVEN ON THE LETTER HEAD OF THE CANDIDATE)

The Board of Directors BOMBAY STOCK EXCHANGE LIMITED 25th Floor, P.J. Tower Dalal Street Mumbai 400 001

Dear Sirs,

Consent to act as Trading Member Director

I, the undersigned, hereby give my consent to act as a Trading Member Director of the Bombay Stock Exchange Limited, pursuant to Section 264(2)/266(1)(a) of the Companies Act, 1956 and certify that I have not been disqualified to act as a Director under section 274 and other applicable provisions, if any, of the Companies Act, 1956.

This is for your records.

Thanking you

Yours sincerely,

______

7 Election of the Board of Directors of Bombay Stock Exchange Limited

Notice for withdrawal of Nomination (by individual Trading Members)

I Shri/Smt. ______( Name of the Trading Member )______(Clg. No. ____) had agreed to stand as a candidate for the election of the Trading Member Director on the Board of Directors of Bombay Stock Exchange Limited. But as the circumstance so warrant I hereby withdraw my candidature under Rule 104 of the Stock Exchange Rules, Bye-laws and Regulations.

The aforesaid decision to withdraw my candidature is taken by me after understanding consequences of my decision, and I give my express consent to Bombay Stock Exchange Limited to take necessary actions as may be deemed necessary under the Rules, Bye-laws of the Exchange to give effect to the withdrawal of my candidature. I further confirm that I shall not hold Bombay Stock Exchange Limited responsible in any manner whatsoever for my aforesaid decision of withdrawal of my candidature.

Signature of the Candidate

8 Election of the Board of Directors of Bombay Stock Exchange Limited

Notice for withdrawal of Nomination (by Corporate Trading Members)

Copy of the Resolution passed by the Board of Directors of the Company in its meeting held on ______.

Whereas Shri/Smt. ______(Name of the Candidate)______Wholetime/ Designated Director of the Company has been permitted to file his/her nomination on behalf of __(Name of the Corporate

Member)_Ltd. (Clg. No. ____) as a candidate for election of the Trading Member Director on the Board of Directors of Bombay Stock Exchange Limited, but since the circumstance so warrant IT IS

HEREBY UNANIMOUSLY RESOLVED to withdraw the candidature of Shri/Smt. ______(Name of the Candidate)____ representing ______(Name of the Corporate Trading Member)______Ltd. under Rule 104 of the Stock Exchange Rules, Bye-law and Regulations.

RESOLVED FURTHER THAT the Bombay Stock Exchange Limited, shall construe the aforesaid decision as an express consent of the company to withdraw the candidature of Shri/Smt.

______(Name of the Candidate)______on behalf of ______(Name of the Corporate

Member)______Ltd. and shall be free to take necessary actions as may be deemed necessary under the Rules, Bye-laws of the Exchange to give effect to the withdrawal of the candidature of

Shri/Smt. ______(Name of the Candidate)______. It is further confirmed that Bombay Stock Exchange Limited shall not be held responsible in any manner whatsoever for the aforesaid decision of withdrawal of the candidature of Shri/Smt. ______(Name of the Candidate)______.

For ______Ltd. (Clg. No. ______)

Signature of the Candidate Signature of the Chairman of the meeting DATE: