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Member and Authorised Person Agreement This Agreement Executed On This The - Day of - at - by and Between
Member and Authorised Person Agreement This Agreement Executed On This The - Day of - at - by and Between
This Agreement executed on this the ____ day of ______ at _______ by and between
___________________________ , carrying on business in the name and style of ____________ and having its
registered officer/principal place of business at ____________________ _____________________ (hereinafter
referred to as “Member” which expression, unless contrary to context shall includes its successors, legal heirs,
administrators, and permitted assigns) and Mr/Ms /M/S ____________________________ , carrying on
business under the name and style of _________________________________________ having its registered
office/principal place of business at ______________ __________________________________(hereinafter
referred to as “Authorised Person” which expression shall, unless contrary to context, include its successors,
legal heirs, administrators and permitted assigns)
WHEREAS:
A. The Member herein is a subsisting Trading Cum Clearing Member of National Commodity & Derivatives
Exchange Ltd, a recognized association under the provisions of Forward Contracts (Regulation) Act, 1952 (
hereinafter referred to as the ‘Exchange’); and
B. Under the Rules, Bye Laws and Regulations of the Exchange and circular no. 6/3/2008-MKT-I dated
28.07.2010 (‘FMC Circular’) issued by the Forward Markets Commission (FMC), the Member is permitted to
appoint Authorised Person/s for providing access to the trading platform of the Exchange as an agent of the
Member; and
a. Authorised Person is not an Authorised Person of any other member of the Exchange
b. Authorised Person is not a director or a partner of any other member of the Exchange
c. Authorised Person or any of the partners/directors of the Authorised Person has/have not been
suspended or barred by any Stock or Commodity Exchange for a period of more than six continuous
calendar months.
d. Authorised Person or any of the partners/directors of the Authorised Person have not been
convicted of any offence involving fraud or dishonesty
D. And whereas the Member has agreed to appoint the said Mr/Ms/M/S _________________
____________________________ as its Authorised Person in terms of FMC Circular and in terms of Rules,
Bye Laws, Regulations and circulars issued by the Exchange from time to time to do activities relating to
trades on the Exchange in accordance with and on the terms and conditions stipulated therein and also as
mentioned herein and the Authorised Person has agreed thereto;
2. The Authorised Person may, on behalf of and through the Member, admit or introduce clients, accept
orders from the clients, and access the trading platform of the Exchange for conducting transactions for
the clients of the Member and related activities as permitted or required under the Rules, Bye Laws and
Regulations of the Exchange strictly in accordance with the Rules, Bye Laws and Regulations of the
Exchange and the circulars issued thereunder from time to time.
3. The Authorised Person shall strictly adhere to and abide by the Rules, Bye Laws, Regulations, directions and
circulars of the Exchange and FMC Circular as amended from time to time.
4. The Authorised Person shall maintain proper books of accounts and records in respect of all trades put
through by him and shall co-operate with the Member as well as officials of the Exchange as and when
such records are required by the Member or Exchange officials or Regulatory Authorities under applicable
law for inspection.
5. The Authorised Person shall not become Authorised Person of any other member of the Exchange during the
subsistence of this Agreement.
6. The Authorised Person shall not receive or pay any money or deal in deliveries of commodities in its own
name or account for any transaction of clients of the Member and all receipts and payment of money or
commodities shall be in the name of Member. Authorised Person shall not deal in cash with any of the
client.
7. The Member shall be entitled to fix the limit on the volume of trades that may be entered by the Authorised
Person and such limit may be reduced or increased as the Member may deem fit during the course of
business subject however, to the procedure and terms if any, set by the Exchange.
8. The Authorised Person shall not place any order on behalf of any person unless all the ‘Know Your
Customer’ documents prescribed by the Exchange or the Forward Markets Commission including Member
and Constituent Agreement, Client Registration Form and Risk Disclosure Documents are obtained from
such person.
9. All the clients dealing through the Authorised Person shall be registered with the Member and for all
purposes shall be clients of the Member.
10. Member shall upload the details of clients pertaining to Unique Client Code as prescribed by the Exchange
and the Authorised Person shall not create or allot Unique Client Code to any client.
11. The Member and the Authorised Person shall abide by the code of conduct stipulated by the Exchange from
time to time and shall abide by all statutory responsibilities and obligations imposed on them by the Rules,
Bye-Laws, Regulations of the Exchange or any other Rules or regulations applicable to the Member either
framed by the Regulatory authorities under applicable law or the Exchange or under any Statute.
12. The Member and the Authorised Person shall co-operate with each other in settling complaints pertaining
to trades, clearing, settlement and delivery etc. in respect of the commodities delivered/to be delivered,
received/to be received by the clients from the Member or vice-versa.
13. The Member as well as the Authorised Person shall not do or omit to do anything that is likely to affect or
harm the interests of clients of the Member with whom and on whose behalf they may have entered
trades on the Exchange platform.
14. All documents like contract notes, statement of funds and commodities, etc. as required under the Rules,
Bye-laws and Regulations of the Exchange shall be issued by the Member to the client. Authorised Person
shall, if required by the Member, provide administrative assistance in procurement of documents and
settlement, but shall not issue any document to the client in its own name.
15. The Member shall be responsible to the Exchange and to the clients for all transactions of the clients
entered through the Authorised Person and to ensure settlement of all such trades and to comply with all
the requirements thereto in accordance with Rules, Bye Laws and Regulations of the Exchange and the
directives of Forward Markets Commission. However, between Member and the Authorised Person, the
parties shall be responsible to each other for their acts, omissions and negligence if any.
16. The Authorised Person shall obtain all ‘Know Your Customer’ documents duly complete and duly signed by
the respective client and witnessed by the Authorised Person and forward all such documents to the
Member within 48 hours and retain copies of the same for its record.
17. The Authorised Person shall not make any change in the status, constitution, shareholding, partners or
directors or place of business without obtaining prior written approval of the Member who in turn shall
apply and obtain approval for any such change from the Exchange.
18. The Authorised Person shall be entitled to receive fees, commission, brokerage, salary or charges from the
Member as may be mutually agreed between the parties hereto and the Authorised Person shall not
charge any amount under whatever head from any client.
19. The Member shall maintain separate records of accounts in respect of trades entered by the Authorised
Person.
20. The Member and Authorised Person shall reconcile their accounts at the end of every month with reference
to all trades and settlements during the month.
21. The Member shall be entitled to conduct inspection of premises of the Authorised Person, operations
carried out by the Authorised Person and all the records including records in electronic formats, at such
periodicity as deemed appropriate by the Member or as may be stipulated by the Exchange or Forward
Markets Commission from time to time.
22. The Member and the Authorised Person agree that the Exchange and Forward Markets Commission, their
respective officers and persons appointed by the Exchange or Forward Markets Commission shall have
right to inspect and audit at any time, all the records of transactions entered into by the Authorised
Person.
23. The Authorised Person shall not indulge in any deceptive, fraudulent or manipulative trade practices and
shall not destabilize market equilibrium.
24. The Authorized Person shall not disclose or divulge to any person, any details of investment or personal
details of confidential nature of the clients or their transactions and dealings except to the Member, the
Exchange or Officials of Regulatory Authority under applicable Law or in compliance of any statutory
obligation.
25. The Member and the Authorised Person shall be responsible for their respective statutory liabilities like
income tax, PF of its employees etc.
26. Either party to this Agreement may terminate this Agreement at any time without assigning any reason by
giving 30 (thirty) days’ notice in writing to the other party.
a) if the Member ceases to be a Member of the Exchange for whatsoever reason including cessation,
resignation, suspension or expulsion;
b) if the Member expires or becomes insolvent
c) if Exchange is of opinion that the continuation of Authorised Person is detrimental to the interests of
investors or the commodities market or Exchange. Such opinion of the Exchange shall be conclusive and
binding.
d) if the Authorised person expires or becomes insolvent;
e) if the Authorised Person becomes ineligible to act as such in terms of the
Exchange Rules, Bye-Laws, Regulations, directions or FMC Circular as amended from time to time or upon
the directions of Forward Markets Commission;
28. The Member shall be entitled to withdraw the appointment of the Authorised Person or suspend the
operations of the Authorised Person if the Member observes any irregularity in the operations of the
Authorised Person.
29. Upon termination/suspension of Authorised Person for any reason whatsoever, the Member and the
Exchange shall be entitled to issue notification to public through any media about such
termination/suspension.
30. Notwithstanding any such termination/suspension under clauses 26, 27 and 28 above, all rights, liabilities
and obligations of the parties arising out of or in respect of transactions entered prior to the termination of
this Agreement shall continue to subsist and vest in/be binding on the respective parties, their legal heirs/
representatives, executors, administrators, successors and attorneys as the case may be and the Member
shall be entitled to withhold all moneys due to the Authorised Person till resolution of all clients
grievances, alerts clients in the location where the Authorised Person operates and take all such measures
as may be required to protect the interests of the clients and the market.
31. Any dispute with any client for transactions and trades done by the Authorised Person through the Member
shall be deemed to be between the Member and the client for all purposes and shall be resolved in
accordance with arbitration process as provided in the Rules, Bye Laws and Regulations of the Exchange.
32. In the event of any dispute between the Member and the Authorised Person, the same shall be as far as
possible, conciliated by or settled with the help of officials of the Exchange and if no conciliation or
settlement is possible, the parties hereby agree to refer such dispute to Arbitration in accordance with the
Rules, Bye-laws and Regulations of the Exchange. The parties hereto shall provide all assistance and co-
operation to the Exchange as well as the Arbitrators and shall provide all documents in their possession to
facilitate settlement of the dispute. The Rules, Bye Laws and Regulations of the Exchange in respect of
disputes between Member and his client shall apply to all disputes as between the Member and the
Authorised Person and the parties hereto agree that they shall accept and abide by the Arbitration Awards.
33. The Authorised Person declares that it is authorised under the law to enter into this Agreement and to do
the business contemplated hereunder.
34. The invalidity or unenforceability of any term of or any right arising pursuant to this Agreement shall not
adversely affect the validity or enforceability of the remaining terms and rights.
35. Failure of either party to enforce or exercise, at any time or for any period, any term of this Agreement,
does not constitute, and shall not be construed as, a waiver of such term and shall not affect the right
later to enforce such term or any other term contained in this Agreement
36. This Agreement shall be subject to the Rules, Bye-Laws and Regulations of the Exchange including any
amendments thereof and shall be governed by the laws of India.
37. The Member and the Authorised Person agree that all disputes where the Exchange is a party, shall be
subject to exclusive jurisdiction of courts at Mumbai.
For ________________
(Member)
______________________________________
(Name and designation of Authorized Signatory)
2. _________________
(Name and Address)
For ________________
(Authorised Person)
______________________________________
(Name and designation of Authorized Signatory)
2. _________________
(Name and Address)