3. No Stock Exchange shall operate or carry on its functions, and no person shall use or utilise, for the purpose of any transaction or dealing in any security, the facilities or services of a Stock Exchange, unless such Stock Exchange is registered under this Ordinance.

4. (1) Any Stock Exchange which fulfils such conditions or complies with such requirements as may be prescribed to ensure fair dealings and to protect investors shall be eligible for registration under this Ordinance. (2) The conditions or requirements which may be prescribed for the purposes of sub-section (1) may, among other matters, relate to-(a) qualifications for membership and admission, exclusion, suspension, expulsion and re-admission of members thereinto or therefrom;(b) constitution and powers of the governing body and the powers and duties of the office bearers;(c) representation of the Commission on the governing body of a Stock Exchange or any of its Committees;(d) the manner in which business should be transacted including restrictions on the business of the members;(e) Memorandum and Articles of Association, rules, regulations and bye-laws of a Stock Exchange; and(f) the maintenance of accounts, including those of members, and their audit.

5. (1) Any Stock Exchange which is eligible for registration under section 4 may, in such form and manner as may be prescribed, apply to the Commission for registration. (2) The Commission, if it is satisfied, after such inquiry and after obtaining such further information as it may consider necessary,-(i) that the Stock Exchange is eligible for registration; and(ii) that it would be in the interest of the trade and also in the public interest to register the Stock Exchange;may grant a certificate of registration to the Stock Exchange. (3) No application for registration shall be refused except after giving the applicant an opportunity of being heard.

6. (1) Every Stock Exchange and every director, officer and member thereof shall prepare and maintain such books of accounts and other documents in such manner as may be prescribed; and every such book of accounts or document shall be subject to inspection at all reasonable times by any person authorised by the Commission in this behalf. (2) Every Stock Exchange shall submit to the Commission, in such manner and containing such particulars as may be prescribed, an annual report and periodical returns relating to its affairs. (3) Without prejudice to the provisions of sub-section (1) and sub-section (2), every Stock Exchange and every director, officer or member thereof shall furnish such documents, information or explanation relating to the affairs of the Stock Exchange or, as the case may be, relating to the business on the Stock Exchange of such director, officer or member as the Commission may, at any time, by order in writing require.

7. (1) Where the Commission is of opinion that Stock Exchange or any member, director or officer of a Stock Exchange has contravened any provision, or has otherwise neglected or failed to comply with any requirement, of this Ordinance, or of any rule, regulation or direction made or given thereunder, the Commission may, if it considers it necessary for the protection of investors or to ensure fair dealings or fair administration of the Stock Exchange so to do, by order in writing,- (a) suspend for such period as may be specified in the order the transaction of any business on the Stock Exchange; (b) cancel the registration of the Stock Exchange; (c) supersede the governing body or other authority of the Stock Exchange; (d) remove the director, officer or member from his office in, or membership of, the Stock Exchange: Provided that no such order shall be made except after giving the governing body or other authority or, as the case may be, the director, officer or member, an opportunity of being heard. (2) An order made under clause (c) or clause (d) of sub-section (1) may also direct that the functions of the governing body or other authority which has been superseded or of the director or officer who has been removed shall be performed by such authority or person as may be specified therein. (3) An order under sub-section (1) shall have effect notwithstanding anything contained in any other law for the time being in force or in any Memorandum or Articles of Association: Provided that no order made under clause (a) or clause (b) of sub-section (1) shall affect the validity of any contract lawfully entered into before the date of such order.

8. (1) No person shall transact any business in securities on any Stock Exchange unless he is a member thereof. (2) No business shall be transacted on a Stock Exchange in a security, other than a Government security or a bonus entitlement voucher, which is not listed on such Stock Exchange ¹[: Provided that business of security which is de-listed or not listed may be transacted in such manner as the Commission may direct.] (3) No person shall act as a ²[jobber or dealer] in a security listed on a Stock Exchange outside such Stock Exchange: ³[* * *] (4) No person other than a member shall act as a broker or a ⁴[jobber or dealer] for any security not listed on a Stock Exchange: Provided that the prohibition in this sub-section shall not apply to discounting of any security evidencing a loan.

9. (1) An issuer who intends to get any of his securities listed on a Stock Exchange shall submit an application therefore, in the prescribed form to the Stock Exchange and submit a copy of the application to the Commission. Listing of securities (2) Upon receipt of an application under sub-section (1), the Stock Exchange may, if it is satisfied after making such inquiry as it may consider necessary that the applicant fulfils the conditions prescribed in this behalf, list the security for dealings on the Stock Exchange. (3) Where a Stock Exchange refuses to list a security, the Commission may, either on petition by the applicant made within the prescribed time or on its own motion, direct the Stock Exchange to list the security. (4) Where after the listing of a security, the Commission or Stock Exchange finds that the application is deficient in any material respect or that the issuer has failed to comply with any prescribed condition or requirement and that the continued listing of the security would not be in the public interest, the Commission or, as the case may be, the Stock Exchange may, by order, either require the issuer to correct the deficiency or comply with the prescribed condition or requirement within the time specified in the order or revoke the listing. (5) A listed security may be de-listed on application by the issuer to the Stock Exchange which may deny the application or grant it on such conditions as appear necessary or appropriate for the protection of investors. (6) Where a Stock Exchange refuses to de-list a security, the Commission may, on petition by the applicant made within the prescribed time, direct the Stock Exchange to de-list the security. (7) The Commission or a Stock Exchange may, if it considers it to be in the interest of trade or in the public interest so to do, suspend, by order recording the reasons, trading in any listed security. (8) An order under sub-section (7) shall remain in force for a period of ⁵[thirty] days which the Commission or, as the case may be, the Stock Exchange may extend for further periods not exceeding ⁶[fifteen] days at any time. (9) No application submitted under sub-section (1) shall be refused, and no listing shall be revoked under sub-section (4), unless the issuer has been given an opportunity of being heard.

10. Where the Commission, having regard to the nature of, and the dealings in, any security, is of the opinion that it is necessary or expedient in the public interest so to do, it may, after consulting a Stock Exchange and giving the issuer of such security an opportunity of being heard, direct the Stock Exchange to list the security.