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Securities and Exchange Board of India

SEBI/SMD/SEAD/Cir-29/2003/03/07

July 03, 2003

The Managing Directors and Executive

Directors Of all the Stock Exchanges

Dear Sir,

Sub: Guidelines for Fair Practices! Code of Conduct for Public Representative and SEBI Nominee Directors

Please refer to SEBI order dated April 20, 1993 passed under section 8 of the Securities Contracts (Regulation) Act, 1956 directing the stock exchanges to amend their Rules or Articles of Association inter alia to provide for the constitution of the Governing Board including not more than three members to be nominated by the Central Government or the Board in accordance with the Act and three public representatives to be nominated by the Board.

It has been decided that the Rules or Articles of Association, as the case may be, of the stock exchanges shall provide for Guidelines for Fair Practices! Code of Conduct for Public Representatives and SEBI Nominee Directors in order to ensure that the affairs of the stock exchanges are conducted on healthy lines with the highest standards of professional conduct, business ethics and morality to inspire and sustain the confidence of the investing public. A copy of Guidelines for Fair Practices! Code of Conduct for Public Representative and SEBI Nominee Directors is enclosed as Annexure.

Accordingly, the Exchanges are directed to make necessary amendments to the Rules or Articles of Association for the implementation of the above decision.

This circular is being issued in exercise of powers conferred by section 11 (1) of the Securities and Exchange Board of India Act, 1992 to protect the interests of investors in securities and to promote the development of, and to regulate the securities market.

Yours faithfully,

D.RAVIKUMAR Encl: a!a

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