This Agreement is made at Mumbai this [______] day of [______] 2000 between India Infoline.com Securities Private Limited (hereinafter referred to as IILSPL), a company incorporated in India and having its registered office at Building no 24 , Nirlon House , Goregaon (East) Mumbai 400 063 AND [____________________________] an individual, company, trust, firm or any other body duly formed and registered under the relevant Act, (hereinafter called the CLIENT) having its address / registered office at [______________________].

WHEREAS:

1. IILSPL is a TRADING MEMBER of the National Stock Exchange of India ("NSE") and is registered with Securities and Exchange Board of India "(SEBI") under Securities and Exchange Board of India (Stock Brokers and Sub-Brokers) Rules 1992, under Registration No. INB231097537
   
   
2. IILSPL has applied for trading membership of The Stock Exchange Mumbai ("BSE") and to be registered with Securities and Exchange Board of India ("SEBI") under Securities and Exchange Board of India (Stock Brokers and Sub-Brokers) Rules 1992
   
   
3. IILSPL is in the business of providing broking services including broking services online via the Internet ("E-broking Services") and has been permitted by the NSE by way of registration permission no: NSEIL/CMO/INET/1103/2000 dated 03/July/2000, and will be applying for permission to the BSE, to provide E-broking Services to its clients.
   
   
4. The CLIENT is desirous of investing/trading online via the Internet in those dematerialized securities admitted for dealing on the Stock Exchange(s) as provided in the [E-broking Rules/Regulations/Bye-laws] of the relevant Stock Exchange.
   
   
5. The CLIENT has satisfied itself of the capability of IILSPL to provide E-broking Services and the CLIENT shall continue to satisfy itself of such capability of IILSPL before executing orders through IILSPL.
   
   
6. IILSPL has satisfied and shall continuously satisfy itself bout the genuineness and soundness of the CLIENT and investment objectives relevant to the services to be provided.
   
   
7. IILSPL has taken steps and shall take steps to make the CLIENT aware of the precise nature of IILSPL's liability for business to be conducted, including any limitations on that liability under the capacity in which it acts.
   


8. In consideration of the mutual understanding as set forth in this agreement, the parties hereby agree on the following terms and conditions:-
   

1. Definitions

1.1 "Account" shall mean the CLIENT's E-Broking Account with IILSPL.

1.2 Badla" shall mean the system of carry forward of transactions beyond one settlement cycle in accordance with the rules prescribed by SEBI and implemented by the relevant Stock Exchange.

1.3 "Bank Accounts" shall mean the bank account that may be opened by the CLIENT with a Designated Bank pursuant to this Agreement.

1.4 "BSE" shall have the meaning specified in the recitals.

1.5 "Business Day" means any day on which the BSE / NSE are open for trading.

1.6 "Designated Bank" shall mean a bank from among the list at Annexure "1" hereto with which IILSPL has arrangements for auto debit/credit of payments and receivables to and from its clients.

1.7 "E-Broking Services" shall have the meaning specified in the recitals.

1.8 "DP Account" shall mean an account that may be opened by the CLIENT with designated DP pursuant to this Agreement.

1.9 "Designated DP" shall mean a depository participant from among the list at Annexure "2" hereto with which IILSPL has an arrangement for speedy delivery and receipt of securities to and from its clients.

1.10 "Minimum Margin Deposit" means the minimum cash balance that the CLIENT is required to maintain with IILSPL at all times as a condition to avail the E-broking Services.

1.11 "Nifty" shall mean the NSE's fifty share stock index.

1.12 "NSE" shall have the meaning specified in the recitals.

1.13 "Order Types" shall include the various types of orders, including those listed in Trading and Product Guidelines Brochure, and order types known by such other name or terminology as are commonly used in the trade, that the CLIENT may place with IILSPL.

1.14 "Password" shall mean the alphanumeric code allotted by IILSPL to the CLIENT to enable it to validate the Username and operate the Account.

1.15 "Products" shall mean the various products offered by IILSPL as part of the E-broking Services.

1.16 "SEBI" shall have the meaning specified in the recitals.

1.17 "Sensex" shall mean the BSE's sensitive stock index.

1.18 "Stock Exchange" shall mean a stock exchange that is recognised by SEBI and which has granted permission to IILSPL to provide the E-Broking Services and shall include the NSE, and upon grant of such permission, also the BSE..

1.19 "Trading Hours" shall mean such period of Business when the BSE/NSE offers trading to its members including IILSPL.

1.20 "User name" means the alphanumeric identification code allotted by IILSPL and used by the CLIENT for accessing is Account.

General

1.21 In addition to the above, certain terms have been defined elsewhere in this Agreement and they shall have the meaning assigned to them unless the context specifically or by necessary application otherwise requires.

1.22 Various terms used throughout this Agreement shall, if not, specifically defined, or in case of any ambiguity as to the meaning thereof, be construed and interpreted in accordance with the customary meaning of such term in the business of providing broking services and trading on stock exchanges.

1.23 The headings are for convenience only and shall not affect the interpretation of this Agreement. Unless otherwise specified, references to clauses and Exhibits are references to clauses and Exhibits to this Agreement.

1.24 The definitions ascribed to terms in this Agreement apply equally to both the singular and plural forms of such terms. Whenever the context may require, any pronoun shall be deemed to include the corresponding masculine, feminine and neuter forms. The words "include", "includes" and "including" shall be interpreted as if followed by the phrase "without limitation". References to any document or agreement, including this Agreement, shall be deemed to include any references to such document or agreement as amended, supplemented or replaced from time to time in accordance with its terms and (where applicable) subject to compliance with the requirements set forth therein and herein. References to a statute, ordinance, code or other law shall be deemed to include regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them. References to any party to this Addendum Agreement or any other document or arrangement includes that party’s executors, administrators, substitutes, successors and permitted assigns.

2. Appointment

IILSPL hereby agrees to provide E-broking Services to CLIENT and the CLIENT agrees to avail of the E-broking Services provided by IILSPL on the terms and conditions set forth in this Agreement.

3. Eligibility Criteria

3.1 The CLIENT shall be eligible to avail of the E-broking Service only after having registered with IILSPL on completing the Registration Form prescribed by IILSPL in this behalf and fulfilling the conditions of registration specified by IILSPL from time to time including, inter alia, as follows:

3.1.1 The existence/opening of a bank account and a depository account by the CLIENT either with a Designated Bank and a Designated DP or with a bank and a depository participant acceptable to IILSPL.

3.1.2 The existence or creation of the Minimum Margin Deposit by the CLIENT with IILSPL

3.1.3 Execution of a Power of Attorney in favour of IILSPL for use of the Depositary Account in the form annexed as Annexure 3 hereto.

3.1.4 Execution of such other documents and furnishing of particulars as may be required from time to time by IILSPL.

3.2 On the satisfactory verification by IILSPL of the information provided by the CLIENT and the fulfillment of all requirements as stated in sub-clauses (i) and (iv) above by the CLIENT, IILSPL shall register the CLIENT for availing the E-Broking Services and issue it a unique docket number and open its Account with IILSPL.

3.3 On activation of the Account by IILSPL, IILSPL shall provide the CLIENT with a Username and Password to access and operate the Account, and avail of the E-broking Services.

4. Product Offered by IILSPL

4.1 Trading will be limited to securities that form part of the DEMAT FOR ALL (for institutional as well as retail investors) list prescribed by SEBI.

4.2 The E-broking Services shall comprise of one or more of the following distinct Products that may be offered to the CLIENT:

4.2.1 Trades for Delivery (more specifically described in Trading and Product Guidelines Brochure). These Products may be offered with or without a Badla option at the discretion of IILSPL;

4.2.2 Trades for square off (more specifically described in Trading and Product Guidelines Brochure). Square offs may be done on a daily trading or weekly trading cycle at the CLIENT's option. Provided that if a relevant scrip is on a rolling settlement list or a daily settlement, square-offs will have to be on a daily basis only.

4.2.3 Derivatives - Sensex and Nifty Futures Trading (more specifically described in Trading and Product Guidelines Brochure).

4.3 The CLIENT shall select the Products it wishes to avail of. IILSPL shall, in its absolute discretion agree to offer one or more of the Products selected, to the Clients. Based on the CLIENT's selection and IILSPL’s confirmation of the Products that the CLIENT may avail of, IILSPL will determine the Minimum Margin Deposit to be maintained by the CLIENT with IILSPL and set an authorized limit ("the Limit") or amount of outstanding trades that the CLIENT may have at any given time.

4.4 The Products offered by IILSPL to the CLIENT shall be used by the CLIENT on the terms and conditions more specifically described in the Trading and Product Guidelines Brochure.

4.5 The procedure for accessing the IILSPL Internet Site and availing of the Products is set out in Trading and Product Guidelines Brochure.

5. Brokerage and Taxes

5.1 IILSPL shall be entitled to a brokerage of up to the maximum rate permitted by SEBI, of the value of every transaction that may be undertaken by the CLIENT by using the E-broking Service. The rates of brokerage for each Product that the CLIENT may avail of under this Agreement are mentioned in trading and product guidelines brochure hereto. The rates of brokerage may be revised by IILSPL from time to time at its sole discretion.

5.2 The CLIENT shall also pay any applicable taxes, including service tax and handling charges that may be levied on any transactions undertaken pursuant to this Agreement.

6. Lien

6.1 All securities and / or property in the Bank /DP Account shall be subject to a lien for the discharge of any and all indebtedness or any other obligation that the Client may have to IILSPL.

6.2 All of the Client’s securities and /or other property shall be held by IILSPL as security for the payment of any such obligation or indebtedness to IILSPL.

6.3 In enforcing its lien, IILSPL at its sole discretion may determine which securities and /or other property are to be sold or which contracts are to be enforced.

7. Payment

7.1 Time of Payment

7.1.1 The CLIENT shall make all remittances to IILSPL (i.e. payment for all purchase transactions plus taxes, brokerage and handling charges) by the value date for each transaction. The value date for all purchases will be the pay-in day less two days, where the pay-in day is specified by the exchange-clearing house for the relevant settlement period.

7.1.2 The CLIENT will also have to make a margin payment for shares purchased and sold either for square off or delivery. The amount will be as charged by the relevant exchange. However, in case the exchange charges a margin amount over and above the normal margins, IILSPL can make a margin call to the client who will need to have to pay the relevant margin as charged by the exchange.

7.1.3 IILSPL shall remit funds to the CLIENT (i.e. payment for all sale transactions less taxes and brokerage), less any amounts deducted for shortages by the value date. The value date for all sales will be pay-out day plus two days where the pay out day is specified by the exchange clearing house for the relevant settlement period.

7.2 Mode of Payment

7.2.1 In the case of a purchase transaction, the CLIENT shall remit funds within the time period provided in sub-clause 7.1.1 above to IILSPL in any of the following ways:

7.2.1.1 Acceptable credit or debit card, provided IILSPL has agreed to receipt of payment in this manner, or

7.2.1.2 Authorised electronic transfer of funds from CLIENT’s Bank Account to IILSPL's bank account in the same Designated Bank; or

7.2.1.3 Demand draft or account payee cheque drawn on any other bank with which the CLIENT maintains a regular account..

In the case of (1) and (2) credit will be given to the CLIENT immediately on authentication of payment authorization. In the case of (3) credit will be given only on receipt of clear funds.

7.2.2 In the case of a sale transaction, IILSPL shall remit funds to the CLIENT within the time period provided in sub-clause 7.1.3 above, provided the CLIENT has delivered the securities sold to IILSPL within the time prescribed in clause 7.1.1, in any of the following ways as may be requested by the CLIENT:

7.2.2.1 Electronic transfer of funds into the Bank Account of the CLIENT opened with the Designated Bank.

7.2.2.2 Electronic transfer of funds into any other bank account of the CLIENT as may be specified by the CLIENT, and accepted by IILSPL; or

7.2.2.3 Account payee cheque

7.2.3 Interface with a payment gateway will be offered to the CLIENT at the portal itself

7.3 Default in Payment

On a default by the CLIENT to remit any monies payable to IILSPL, IILSPL shall be entitled to appropriate the monies maintained by the CLIENT in the Minimum Margin Deposit towards its dues. The Minimum Margin Deposit shall be subject to a lien for the discharge of any and all indebtedness or any other obligation that the CLIENT may have to IILSPL.

The E-broking Services shall be suspended to the CLIENT until such time as the CLIENT replenishes funds adequate to maintain the Minimum Margin Deposit at the stipulated level.

8. The Minimum Margin Deposit

8.1 In the event of the CLIENT being required to pay margin money whether under the rules of any Stock Exchange or SEBI or as otherwise determined by IILSPL, IILSPL shall be authorised to appropriate the Minimum Margin Deposit or any part thereof, towards such margin requirement. The CLIENT shall immediately replenish funds adequate to the required level of the Minimum Margin Deposit, failing which the E-Broking Services may be suspended by IILSPL.

9. Delivery of Shares

9.1 Time of Delivery

9.1.1 The CLIENT shall deliver shares to IILSPL for all sale trades due for settlement, on or before the trade settlement day. The settlement day for all CLIENT sales will be the pay-in day less one day, where the pay-in day is specified by the exchange clearing house for the relevant settlement period. All CLIENT sale delivery defaults or shortages will result in auction debits at the exchange-clearing house, which will be passed on to the CLIENT.

9.1.2 IILSPL shall deliver shares purchased by the CLIENT on the trade settlement day, except delivery shortages from the exchange-clearing house. The settlement day for all CLIENT purchases will be payout day plus one day, where the pay-out day is specified by the exchange clearing house for the relevant settlement period.

9.2 Mode of Delivery of Shares

9.2.1 Delivery of securities will involve only a transfer of balances with the relevant depository participant.

9.3 Bad Delivery of Shares

9.3.1 If IILSPL makes a sale of any Securities and/or other property at the direction of the Client or in the event that the Client fails to deliver to IILSPL any Securities and/or other property that IILSPL has sold at his direction, IILSPL is authorised to borrow or otherwise obtain the Securities and/or other property necessary to enable IILSPL to make delivery, and the Client agrees to be responsible for any cost or loss that IILSPL may incur, including the cost of borrowing and/or obtaining the Securities and/or other property.

9.3.2 Exchange shortage quantities will be settled after the due auction buy-in process at the Exchange. All auction shortage closeout credits received from the Exchange will be passed on to and borne by the CLIENT.

9.3.3 The CLIENT shall reimburse IILSPL for all costs incurred in the auction procedure within 2 business days of the bill received by IILSPL in this regard.

10. Confirmations and Cancellations

10.1 All transactions undertaken by the CLIENT during Trading Hours shall be confirmed to the CLIENT by a pop-up alert during a live Internet session and an e-mail notification by IILSPL to the CLIENT. A printed contract note will be dispatched by IILSPL to the CLIENT as the per the deadlines set by the exchange in the exchange manuals.

10.2 The CLIENT may place trade orders outside Trading Hours also. In such case, an e-mail confirmation may be sent by IILSPL on the next Business Day and a printed contract note will be dispatched by IILSPL to the CLIENT by the end of the following Business Day.

10.3 In case of orders placed during Trading Hours, every effort will be made by IILSPL to have the order executed within a few seconds, subject to match up of orders and other circumstances provided herein. Any orders not executed for any reason during Trading Hours, shall unless the Order Type requires or implies otherwise, stand cancelled.

10.4 In case of orders placed outside Trading Hours, subject to the Order Type match up of orders and other circumstances provided herein, every effort will be made by IILSPL to have the order executed promptly upon commencement of Trading Hours on the immediately following Business Day. As of now, the services provided by IILSPL do not allow the trades to be entered beyond market hours. As and when the services are available, the client will be informed about the same.

10.5 If the CLIENT places a request to cancel an order, the cancellation of that order is not guaranteed by IILSPL. The order will only be cancelled if the CLIENT's request for cancellation is received in the exchange and matched up with his order before it gets executed.

10.6 The CLIENT agrees that the information sent by IILSPL by e-mail is deemed to be a valid delivery of such information by IILSPL to the CLIENT. In the event the CLIENT does not receive any confirmation from IILSPL, whether by e-mail or printed contract note, by the end of the next Business Day following the date on which the order is placed, the CLIENT shall make inquiries with IILSPL on the status of the order.

10.7 IILSPL may from time to time receive late reports from the BSE/NSE reporting the status of transactions. Accordingly, the CLIENT shall be subject to late reports relating to orders that were previously unreported to him or reported to him as being expired, cancelled, or executed.

10.8 Any recording or position errors, including errors in execution prices will be corrected to reflect what actually occurred in the market place.

10.9 The CLIENT further agrees as follows:

10.9.1 IILSPL shall have the right to refuse to accept any buy or sell transaction from the CLIENT without providing any reasons thereof provided that IILSPL shall immediately inform the CLIENT of any such decision.

10.9.2 Without prejudice to the generality of the above, the CLIENT is aware that IILSPL has provided on the web site, a facility for reconfirmation of orders, which are larger than that specified by IILSPL's risk management team and that IILSPL has the discretion to reject the execution of any orders based on its risk perception.

10.9.3 IILSPL shall not be liable for non-execution of any order or for any delay in the execution of any purchase or sale order or for any resultant loss on account of such non-execution or delay, due to any link/system/ failure at the
CLIENT/IILSPL/Exchange end.

10.9.4 IILSPL shall, at its sole discretion subject any sale or purchase order placed by the CLIENT to manual review and entry or other verification process, which may cause delays in the processing of the CLIENT’s orders.

10.9.5 The CLIENT will receive the price at which his order is executed in the market place, which may be different from what is trading when his order is entered into the system.

10.9.6 Inform IILSPL if he does not receive confirmation of trade under section 10.1

11. Joint Account

11.1 The CLIENT, if he is a joint account holder agrees that upon the death or disability of either party, the remaining undersigned shall immediately provide notice of such event to IILSPL. All transactions thereafter affecting the concerned CLIENT account(s) must be at the joint direction and upon the joint signatures of the legal representative of the affected party and the remaining undersigned. IILSPL shall not be liable for transfers, payments or other transactions that occur in the Account prior to receipt of such written notice.

11.2 The CLIENT will indemnify IILSPL from any claim or losses arising from transactions in securities held jointly by the CLIENT with any other person or persons.

12. Investment Advice

12.1 The CLIENT acknowledges that IILSPL shall not be liable to provide him with any legal, tax or accounting advice or advice regarding the suitability or profitability of a security or investment.

12.2 The CLIENT also acknowledges that IILSPL’s employees are not authorised to give any such advice and that the CLIENT will not solicit or rely upon any such advise from IILSPL or any of its employees.

12.3 Any information or recommendations provided by IILSPL in addition to the E-Broking Service shall not be construed as investment advice given by IILSPL to the CLIENT.

13. Representations and Warranties

13.1 Representation and Warranties Of the Client

13.1.1 The CLIENT agrees that the gross exposure computation norms, the resulting authorised trade Limit for the CLIENT, the Minimum Margin Deposit requirement for each Product are discretionary parameters that may be set by IILSPL, at its sole discretion without having to provide any reasons for the same.

13.1.2 The CLIENT is aware that authentication technologies and strict security measures are required for the internet trading through order routed system. Accordingly the CLIENT undertakes to ensure that the Password and Username are not revealed to any third party and shall ensure that no third person other than his authorised representative gains access to it.

13.1.3 The CLIENT agrees that IILSPL may, in its absolute discretion, issue a new password to the CLIENT on the terms and conditions stated herein or on such terms and conditions as IILSPL may deem fit.

13.1.4 The CLIENT shall, at all times, be bound by any modifications and/or variations made to this Agreement by IILSPL.

13.1.5 The CLIENT agrees that IILSPL may suspend the E-broking Service in whole or in part, at any time without prior notice if the CLIENT does not comply with any of the terms and conditions of this Agreement.

13.1.6 The CLIENT shall take responsibility for all the transactions conducted by using the E-Broking Service and will abide by the record of transactions generated by IILSPL. Such records generated by IILSPL shall be conclusive proof and binding on the CLIENT for all purposes and may be used as evidence in any proceedings. In particular it shall not be an option to the CLIENT to contend or to try and avoid a transaction on the allegation that a trade conducted on its Account using the Password allotted to the CLIENT was not a transaction done by or on behalf of the CLIENT.

13.1.7 The CLIENT agrees that in the event of death or insolvency of the CLIENT or his otherwise becoming incapable of buying and paying for or delivering or transferring securities which the CLIENT has ordered to be bought or sold IILSPL may close out the transaction of the CLIENT and the CLIENT or his legal representative shall be liable for any losses, costs and be entitled to any surplus which may result therefrom.

13.1.8 The CLIENT agrees that any instructions issued by an authorised representative of the CLIENT shall be binding on the CLIENT in accordance with the letter authorising the said representative to deal on behalf of the CLIENT.

13.1.9 The CLIENT agrees that if the relevant Stock Exchange cancels a trade suo-moto without giving any reason thereof, IILSPL shall be entitled to cancel relative contract(s) with the CLIENT.

13.1.10 The CLIENT has the legal capacity to enter into this Agreement and has taken all corporate and other action necessary and obtained all required consents to enable it to enter into this Agreement and this Agreement constitutes legal, valid and binding obligations of the CLIENT enforceable against the CLIENT in accordance with its terms.

13.1.11 The CLIENT confirm and undertakes that none of the monies paid to or deposited by the CLIENT with IILSPL is or shall be tainted with any form of illegality.

13.2 Representation and Warranties Of IILSPL

IILSPL represents and warrants that it has received permission from the NSE and is in the process of applying for membership and internet based trading permission from the BSE to provide E-broking Services and has satisfied all necessary requirements of the Exchanges, including but not limited to operational and system requirements.

14. Indemnities:

The CLIENT shall indemnify IILSPL for all transactions undertaken on its behalf by IILSPL and in particular shall not hold IILSPL liable for the following:

14.1 For any transactions using the E-broking Service carried out in good faith by IILSPL on instructions issued by or on behalf of the CLIENT.

14.2 For the unauthorised usage/unauthorised transactions conducted by using the E-broking Service and/or the CLIENT’s Account and/or Password.

14.3 For any loss or damage incurred or suffered by the CLIENT due to any error, defect, failure or interruption in the provision of the E-broking Service arising from or caused by any reason whatsoever.

14.4 For any negligence/mistake or misconduct by the CLIENT.

14.5 For any breach or non-compliance by the CLIENT of the rules/terms and conditions stated in this Agreement.

14.6 For not carrying out any such instructions where the IILSPL has reason to believe (which decision of IILSPL the CLIENT shall not question or dispute) that the instructions given are not genuine or are otherwise improper, unclear, vague or raise a doubt or that the Minimum Margin Deposit or margin requirement to process a transaction is not there.

14.7 For any incidental, consequential, special or indirect damages including but not limited to lost profits, trading losses, or damages that result from inconvenience, delay or loss of the use of the Service even if IILSPL has been advised of the possibility of such damages.

15. Termination

15.1 Either party may terminate the Agreement at any time by giving written notice to the other.

15.2 Such cancellation/termination as provided in sub-clauses (a) above shall not have any effect on transaction executed before the date of termination and the parties shall enjoy the same rights and shall have the same obligations in respect of such transactions. IILSPL shall not be bound to release the Minimum Margin Deposit requirement until all outstanding trades or termination of this Agreement has been fully squared off or settled.

16. Confidentiality

16.1 IILSPL shall keep the information relating to the transactions of the CLIENT using the E-broking Service confidential.

16.2 Provided however that IILSPL is entitled to disclose any information or particulars pertaining to the CLIENT to any authority, statutory or otherwise as may be required by law.

17. Miscellaneous

17.1 The provisions of this agreement shall always be subject to Government notifications, any rules, regulations and guidelines issued by SEBI and Stock Exchanges rules, regulations and other laws that may be in force from time to time.

17.2 All trades, transactions and contracts are subject to the Rules and Regulations of the Exchange and shall be deemed to be and shall take effect as wholly made, entered into and to be performed in the city of Mumbai and the parties to such trade shall be deemed to have submitted to the jurisdiction of the Courts in Mumbai for the purpose of giving effect to the provisions of the Rules and Regulations of Exchange.

17.3 The Client understands and agrees that IILSPL is acting as an agent of the Client, unless IILSPL notifies the Client, electronically or in writing, before the settlement date for the transaction that IILSPL is acting as a dealer for its own account or as agent for some other person.

17.4 IILSPL 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 or telephone failure, war, earthquakes, flood, accident, power failure, equipment or software malfunction, strikes or any other conditions beyond IILSPL's control.

17.5 All notices, requests and other communications to any party hereunder shall be in writing and sufficient if delivered personally or sent by facsimile transmission (with confirmation of receipt) or, if permitted by law by e-mail, or by registered or certified mail, postage prepaid, return receipt requested or by overnight mail or courier service, addressed as follows:

To IILSPL at:

Name of the person concerned: Mr. Mrugank Paranjape

Address: India Infoline.com Securities Private Ltd. 4th floor, Anjali Complex, Pereira Hill Road, Off Andheri Kurla Road, Opp Cinemagic Theatre, Andheri East 400 099

Fax #: 91-22-825 6000

e-mail: admin@5paisa.com

To the Client at:

Name of the person concerned:

Address:

Fax #:

e-mail:

or to such other address or addresses or facsimile numbers as the party to whom notice is to be given may have furnished to the other party in writing in accordance herewith. Each such notice, request or communication shall be effective when received or, if given by mail, when delivered at the address or addresses specified in this Section or on the fifth business day following the date on which such communication is posted, whichever occurs first.

17.6 The Member and the CLIENT are aware of the provisions of Bye-Laws, Rules and regulations of the Stock Exchanges relating to resolution of disputes/differences through the mechanism of arbitration provided by the Stock Exchanges and agree to abide by the said provisions.

17.7 All trades, transactions and contracts are subject to the Bye-Laws, Rules and Regulations of the relevant Stock Exchange and shall be deemed to be and shall take effect as wholly made, entered into and to be performed in the city of Mumbai and the parties to such trade shall be deemed to have submitted to the jurisdiction of the Courts in Mumbai for the purpose of giving effect to the provisions of the Rules and Regulations of the Exchange. This Agreement shall be governed by and construed in all respects in accordance with the laws of the Republic of India.

IN WITNESS WHEREOF the parties to agreement have caused these presents to be executed as of the date and year first above written.

Annexure "1"

List of Designated Banks

1. HDFC BANK

Annexure "2"

List of Designated Depository Participants

1. IIT Corporate Services Ltd.

Annexure "3"

FORM OF POWER OF ATTORNEY

POWER OF ATTORNEY (Rs. 100/- Stamp Paper)

TO BE GIVEN BY DEMAT SOLE HOLDER IN FAVOUR OF INDIA INFOLINE.COM SECURITIES PRIVATE LIMITED FOR OPERATING THE DESIGNATED DEMAT ACCOUNT.

TO ALL TO WHOM THESE PRESENTS SHALL COME, I/We, Mr./Mrs./Ms. ________ son/wife/daughter of ____, and residing at ____________________________________________ aged ____ years, SEND GREETINGS:

WHEREAS I wish to participate in the on-line trading facilities offered by INDIA INFOLINE.COM SECURITIES PRIVATE LIMITED (IILSPL) (or any of its assigns), a company incorporated under the Companies Act, 1956 and having a registered office at [Anjani Complex, 3rd Floor, Pereira Hill Road, Off Andheri - Kurla Road, Opp. Cine Magic Theatre, Andheri (E), Mumbai 400 099].

WHEREAS in order to participate in the on-line broking services offered by IILSPL, I am required to hold a demat account with any of the Depository Participants listed in annexure _2__ of the Client Broker Agreement (‘Designated Depository Participant’) and have accordingly opened a demat account bearing Demat account no._______ with _____ Depository Participant ("the Demat Account").

AND WHEREAS I have also entered into the Member-Client Agreement (the ‘Agreement’) with IILSPL for availing of the online broking services (‘E-broking Services’) offered by IILSPL.

AND WHEREAS for facilitating proper execution of all transactions undertaken by us/me pursuant to the Agreement, IILSPL requires the authority to give instructions for the transfer of securities from the Demat Account and therefore so as to assist IILSPL in properly executing all transactions I am desirous of appointing IILSPL as my attorney for such purposes.

NOW THESE PRESENTS WITNESS that I/we the said _________ and __________, in consideration of availing of the E-broking Services offered by IILSPL, do hereby irrevocably, nominate, constitute and appoint INDIA INFOLINE.COM SECURITIES PRIVATE LIMITED (IILSPL) ("the Attorney") to be my/our true and lawful attorney in my/our name and on my/our behalf to execute, do or any of the following acts, deeds or things mentioned hereunder, that is to say:

1. To instruct the Designated Depository Participant being ________ to transfer securities from the Demat Account to the purchaser and/or to IILSPL in respect of all sales of securities undertaken by me pursuant to the Agreement.
   
   
2. AND GENERALLY, to do all such acts, deeds, matters and things as may be necessary for or incidental to ensure that all payments for and delivery of securities arising out of transactions undertaken by me/us under the Agreement are duly and properly completed.
   
   
3. AND I DO HEREBY for myself, my heirs, executors and administrators agree to ratify and confirm all and whatsoever my said Attorney shall do or purport to do or cause to be done by virtue of these presents.

Made at on this day of 2000.

IN WITNESS THEREOF I/we the said _______ and ___________, hereunto set and subscribe my/our respective hand at on this day of 2000.

NAME(S) SIGNATURE

1.

2. IN THE PRESENCE OF Notary Public