Rule – 15

Books of account and other documents to be maintained and preserved by every member of a recognised stock exchange

1.    Every member of a recognized stock exchange shall maintain and preserve the following books of account and documents for a period of five years:

1. Register of transactions (Sauda book).

2. Client’s ledger.

3. General ledger.

4. Journals.

5. Cash book.

6. Bank pass-book.

7. Documents register showing full particulars of shares and securities received and delivered.

2.    Every member of a recognized stock exchange shall maintain and preserve the following documents for a period of two years:

1. Member’s contract books showing details of all contracts entered into by him with other members of the same exchange or counterfoils or duplicates of memos of confirmation issued to such other members.

2. Counterfoils or duplicates of contract notes issued to clients.

3. Written consent of clients in respect of contracts entered into as principals.

3.  The Audit Report to be submitted by the members should be in the following format, as suggested by Securities Contracts (Regulation) Act, 1956

"We have audited the attached Balance Sheet of M/s ________________________ as at _____________________ and the Profit & Loss Account for the year ended on that date annexed thereto and reported that:

1. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit.
2. In our opinion, proper books of account and records as specified in Rule 15 of the Securities Contracts (Regulation) Rules, 1957 have been kept so far as appears from our examination of such books.
3. The stock broker has complied with the requirements of the stock exchange, so far as they relate to maintenance of accounts and was regular in submitting the required accounting information to the stock exchange.
4. The Balance Sheet and the Profit & Loss Account referred to in this report are in agreement with the books of account.
5. In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet and the Profit & Loss A/c read together with the notes thereon give a true and fair view insofar as it relates to the Balance Sheet, of the state of affairs of M/s _______________, and insofar as it relates to the profit and loss account, of the profit of M/s __________________ for the year ended on that date."

FOR ________________________

(Name of CA Firm)
Firm Registration number _____________
Partner / Proprietor
Membership number ______

4. Format of Half yearly Internal Audit Certificate prescribed by stock exchanges

CERTIFICATE FOR INTERNAL AUDIT

We have examined the relevant books of account, records and documents maintained by M/s. _______________, (name of the trading/clearing member) bearing SEBI registration number ______________________) a member of the National Stock Exchange of India Limited / Bombay Stock Exchange Ltd. / MCX-Stock Exchange / other Stock Exchange, for the following segments to fulfil the internal audit requirement as prescribed by SEBI vide Circulars dated 22nd August, 2008 & 21st October, 2008, for the half year ended _____________________.

The purpose of this Audit is to examine that the processes, procedures followed and the operations carried out by the Trading Member/Clearing Member are as per the applicable Acts, Rules, Regulations, Bye-laws and Circulars prescribed by SEBI and the stock exchange(s).

We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of this Internal Audit. In our opinion proper books of account, records and documents, as per the regulatory requirement have been maintained by the member, so far as it appears from examination of the books.

We have conducted the audit within the framework provided by SEBI/Stock Exchange for the purpose of this Internal Audit.

To the best of our knowledge and belief and according to the information and explanations given to us, no material fraud / non-compliance /violation by the Member is observed during the course of this Audit.

Based on the scrutiny of relevant books of account, records and documents, we certify that the Member has complied with the relevant provisions of SEBI Act, 1992, Securities Contracts (Regulation) Act, 1956, Securities Contracts (Regulation) Rules, 1957, SEBI (Stock Brokers and Sub-Brokers) Regulations, 1992 and various circulars of SEBI. The Member has complied with the Rules, Bye-laws, Regulations of NSE / BSE / MCX-SX / USE and various circulars issued by the Stock Exchange and Clearing Corporation/Clearing House.

We declare that we do not have any direct / indirect interest in or relationship with the member or its share holders / directors / partners / proprietors / management and also confirm that we do not perceive any conflict of interest in such relationship / interest while conducting internal audit of the said member.

In our opinion and to the best of our information and according to the explanations given to us by the proprietor/partner (s)/director (s)/ compliance officer, the Report provided by us as per the Annexure and subject to our observations, which covers the entire scope of the Audit, is true and correct.

__________________

Company Secretary/Cost and Management Accountant/ Chartered Accountant

(Seal & Signature)

(Name of the Proprietor/Partner)

Membership No. / CP. No.

Firm Registration number

Place:

Date:

5. Checklist for Compliance Audit/Review relating to Stock Brokers

Books of Account:

• Books of Account as per SCRA & SEBI (Stock Brokers and Sub-Brokers) Regulations are maintained.

• Books of Account are maintained properly.

• Books of Account are maintained properly for branch/ sub-broker.

• Exchange wise separate books of account are maintained.

• Securities Register, Margin Deposit Book, Grievance Register, etc. are maintained.

Client Registration:

• Execution of Client Registration Form or maintaining complete client database.

• Execution of Rights and Obligations document.

• Risk Disclosure Document duly signed obtained from the client in SEBI prescribed format.

• Ensure that mandatory section of the account opening kit include only account opening form,  Rights and Obligation document, RDD, Polices and Procedure, Guidance note dealing with Dos and Donts and tariff Sheet.

• Proof of Identity, Proof of Address, PAN Card Copy, Bank Account Proof & Demat Account Proof are obtained in case of Individual Clients.

• Proof of Address, Registration Copy, PAN Card Copy, Bank Account Proof & Demat Account Proof and other relevant proof as per category of client are obtained in case of Non-Individual Clients.

• ‘In Person’ verification is conducted for clients.

• Periodical review of client information is done.

• Monitoring Trading activity of the client with financial information provided.

• Obtained documentary evidence in support of financial information provided by the client for equity derivatives segment.

• Updated annual financial statements are obtained from non-individual clients.

• The docket or folder is having two parts: (a) Mandatory and (b) Non-Mandatory. The folder / book is having an index page listing all the documents contained in it and indicating briefly significance of each document.

• All the documents in both the mandatory & non-mandatory parts are printed in minimum font size of 11 and are legible for Investors to read.

• Client has countersigned against stock exchange as well as market segment where he intends to trade in KYC form.

• Authorizations from the client sought in non-mandatory document are separate & do have specific consent of the client.

• Broker had displayed the set of standard documents on their own website for information.

• Broker has a specific policy regarding treatment of Inactive account and the same is displayed on the web-site of the broker.

• Ensure that all the mandatory clauses as stipulated by SEBI / Exchanges have been included in Rights and Obligation document.

• Ensure that any clause or document included in the account opening kit is not diluting responsibility of member or is not in conflict with any of the clauses in mandatory documents, Rules, Bye-laws, Regulations, Notices, Guidelines & Circulars issued by SEBI & Exchanges or is not against the interest of the Investor.

• No documentation shall give any exclusive right or control to the trading member or third party over the DP account or ledger account or bank account of the client except to the extent of and restricted to the client’s obligation to the trading member in respect of the transactions done or to be done (like up-front margin) by the trading member on behalf of the client on the Exchange.

• Dispatch of copy of Client Registration Documents along with UCC and email id of the client within 7 days from the day of upload of UCC to the exchange by the trading member.

• Mandatory document dealing with policies and procedures for certain points are prepared and intimated to the clients (as per requirement of SEBI circular MIRSD/SE/Cir-19/2009 dated 3rd December, 2009) or included in account opening kit.

• Ensure that trading member is adhering to all guidelines which are stipulated in policies and procedures.

• Running account authorization which is taken by broker from client(s), should contain a clause which explicitly allows a client to revoke the said running account authorization at any time.

• Running account authorization taken by broker from client should be signed by client only and not by his Power of Attorney holder.

• Member has uploaded mobile numbers/Email address of each client who has opted for the service and adhered to the provisions of SEBI Circular (CIR/MIRSD/15/2011) dated August 2, 2011.

• Member has complied with the requirement of uploading the KYC information with the SEBI registered KRAs for the clients registered on or after January 1, 2012 within the prescribed time limit as per SEBI circular MIRSD/Cir-26/2011 dated December 23, 2011 and complied with the other provisions of the Circular. 

Unique Client Code:

• Unique Client Code is assigned to all the clients.

• UCC is registered with the Exchange.

• Entered correct / unique client codes while placing the orders in the system / and mapping the client code with PAN/ Passport, etc. in the back office, and entering the client details on BOLT.

• Separate code for buy and sell for NRI clients should be used.

• Sub-Brokers, Remisiers & Branch offices:

•  

• Stock broker is dealing with registered sub-brokers, authorised person and remisiers.

• Sharing commission or brokerage with registered sub-broker / authorised person / remisiers with the exchange / SEBI.

• Members of other exchanges, routing orders of their clients through trading terminals, after being registered as Sub-brokers with SEBI.

• Verify there is no sharing of brokerage with another trading member or employee of another trading member or a person who has been suspended / expelled / forbidden to do business.

• Periodical inspection has been carried out and reports are maintained.

• Internal controls with Sub-brokers and branch offices.

• System and policy followed for opening/closing of branch offices.

• Survey is conducted by the member for opening / closing of branches

• In case of closure of branch, advance notice of the same is sent to clients.

• Monitoring mechanism in place to identify sudden increase / decrease in client level turnover from any specific branch.

Contract Notes:

• Issuance of contract notes with the signature of the authorised signatory and which bear a running serial number or bear a serial number, which is initialized at the beginning of each financial year.

• Contract Note is as per the format prescribed by the Exchange

• Board Resolution/Power of Attorney for signing of Contract Notes submitted to the Exchange.

• Contract notes are issued to all the clients.

• Contract notes are issued within 24 hours of trade execution.

• Duplicates of the contract notes issued are acknowledged by clients/record of dispatch in case of dispatch through courier or post is maintained.

• Duplicates of the contract notes are maintained in case of physical contract notes. Counter foils maintained are having adequate details.

• The authorization for receiving electronic contract note should be in writing and should be signed by client only, not by power of attorney holder.

• The authorization of electronic contract note contains a clause that any change in the e-mail id shall be communicated by the client through a physical letter to the trading member.

• In case of contract notes issued through electronic media, Log of ECN is maintained and ECN are signed digitally.

• Details of the trade have been attached as an Annexure to the contract note (original/duplicate) issued, in case of consolidated trade shown in contract note.

• Provision for printing of PAN of the member and PAN of the constituents. It is compulsory to obtain PAN proof of the client and the same printed on the Contract Note issued to client.

• Dealing Office and Registered Office Details are printed on the contract notes.

• Details of Compliance officer like his name, telephone number and e-mail address are displayed prominently on Contract Notes.

• Brokerages charged are within the permissible limits

• Brokerage for option contracts are charged on the premium amount at which the option contract was bought or sold and not on the strike price of the option contract. Brokerage on options contracts shall not exceed 2.5% of the premium amount or Rs 100/- per lot whichever is higher.

• Client code, Market Rates, Order Time, Order ID, Trade ID, etc. of the Contract Notes are matching with trade file.

• Transactions for Institutions/custodian are properly reported through STP.

• Broker has not created/provided e-mail ids for clients.

• In cases wherein trading member has generated e-mail id for clients, whether trading member had taken duly signed physical confirmation letter confirming the e-mail id and exercising choice to receive documents on that e-mail id from clients.

Terminal Operations and Systems:

• Terminals are provided in head office, branch office or the office of sub-brokers.

• Terminals are operated by approved users or approved persons with valid certification.

• Correct user name, login id, terminal location, etc. are reported to the exchange

• CTCL / IML facility has been used only with the prior approval of the exchange.

• Internal controls relating to expiry of user certificates.

• Yearly System Audit for CTCL and IBT and submission of report to NSE.

• Yearly System Audit for IML, IBT and submission of report to BSE.

• Updated version of software is used.

• Back up facilities are in place and followed by the member.

• Sufficient system for data security is in place.

• The trading member has adequate systems to capture IP details of trades done using the IBT/wireless technology platform.

Transactions done without executing on Trading Terminal (BOLT/NEAT):

• All trades are needs to be executed on the BOLT/NEAT except for off-market trades allowed in BSE, which is required to be reported to the exchange within prescribed time limit.

• Ensure that contract notes are not issued for transactions in securities not listed /permitted on the Exchange.

• Taken written consent from the client for principal to principal transactions.

• Contract Notes are issued in prescribed Form ‘B’ for principal to principal transactions (off market transactions). (in case of BSE)

• Transactions done on a spot basis are reported to the Exchange within the prescribed time limit. (Applicable where such transactions are allowed).

Client Monies:

• Client’s funds are routed through designated ‘Client Account’ only.

• Proper Segregation of own and client transactions in separate bank account.

• Use of Client account only for purposes allowed by the exchange/SEBI.

• Payments to clients should not be made from own bank account.

• Ensure that clients’ funds are not used for own purposes / are not misutilised/are not transferred from one client’s account to another client’s account.

• Payments to clients are made within the prescribed time limit.

• Payment of dividend amounts to clients and reconciliation of dividend account.

• Running Account of the client is settled as per preference (monthly/quarterly) selected by the client in Running Account authorization letter.

• Periodicity of actual settlement of funds/securities is not more than 3 months/1 month in cases wherein client has consented for quarterly/monthly settlement respectively.

• Member should not deal with clients in cash.

• Internal controls while dealing in dormant client account.

• System for verification of third party cheque.

• In case where aggregate value of banker’s cheque / demand draft/ pay order is of Rs 50,000 or more per client per day, then the same are accompanied with name of bank account holder and number of bank account debited, duly certified by issuing bank as per the provisions of SEBI Circular CIR/MIRSD/03/2011, dated June 9, 2011.

• Member maintains audit trail of the funds received through electronic fund transfers to ensure that the funds are received from their respective clients only.

• Statement of accounts for funds sent to client should contain an extract from the client ledger for funds displaying all receipts/deliveries of funds while settling the account explaining retention of funds.

• Statutory levies /fee / charges such as STT, Service Tax, SEBI Turnover fees, Exchange Transaction charges are collected from clients should not be in excess of actual.

• If debit balances arise out of client’s failure to pay such amount for more than fifth trading day reckoned from date of pay-in, and further exposure is granted to client it would be construed as a funding violation even if fully paid collaterals are available for margins. However, if no further exposure is granted to client from the sixth trading day reckoned from the date of pay-in, such debit balance would not be construed as violation relating to funding. (NSE)

Clients Securities:

• Securities due to the clients should not be transferred to the members’ beneficiary account.

• Client’s securities received as margin should not be deposited in own beneficiary account.

• Delivery of securities to client should not be made from own beneficiary account.

• Securities due to one client should not be transferred to another client or Securities due to the clients should not be used for meeting the pay-in obligation of the member/other client.

• Collaterals of clients were not pledged with banks / other entities for raising funds. If funds are raised by pledging client securities then ensure that funds were utilised for respective client only.

• Member should not accept securities from third party account for pay-in obligation of the client and should not deliver securities to third party account for pay-out obligation of the client.

• Complete ‘Statement of Accounts’ for funds and securities with error reporting clause has been sent to the clients within 30 days on every Calendar quarter.

• Statement of accounts for securities sent to clients should contain an extract from the register of securities displaying all receipts/deliveries of securities while settling the account explaining retention of securities and pledge (if any).

• Error reporting clause in statement of accounts for funds and Securities should not be less than 7 days.

• Inter-client adjustment for the purpose of running account settlement is not allowed.

Collection of Margins:

• Collection / Maintenance of Initial Margins are properly accounted and reported to exchange in case of Derivative segments.

• Compliances related to Margin Trading Facility (MTF) is adhered to.

• Risk Management Policy is well documented in case of cash segment.

• Whether Client Margin information is given to clients on day-to-day basis.

• Whether records relating to receipt of collateral from client is maintained.

• If the member has passed on the penalty to the clients on account of failure on part of client to pay the required margins in equity derivatives segment, then whether the member has provided the relevant supporting documents to the clients.

• Daily Margin statement is issued to the respective clients with the details as specified by the exchange. Verify whether Proof of delivery / dispatch is maintained.

• Members can lodge their own securities only to the Clearing Corporation and not the clients’ securities. Where Member has accepted securities with appropriate hair cut for margin purpose, but has to deploy his funds for meeting margin requirements of the client at the Exchange, Members may levy interest or delayed payment charge on debit balance as per the terms consented by the client.

Advertisement:

• Prior written approval obtained from the exchange for advertisement to be made for business purposes or issue circular or other business communications to persons other than Member’s own constituents.

Prevention of Money Laundering:

• Appointment of Principal Officer for ensuring Compliance of the provisions of the PMLA (Prevention of Money Laundering Act).

• Existence of adequate Anti-Money Laundering Policy.

• Compliances of Guidelines on Anti-Money Laundering Standards.

• Categorization of clients as per risk perception.

• Adequate system to generate alerts for suspicious transactions.

• Adequate system in place to scrutinize the alerts and arrive at suspicious transactions

• Adequate system and procedures in place to ensure screening of employees while hiring

• Appropriate procedures in place for reporting of suspicious transactions to FIU

• Ongoing training programme is conducted for employees for adequately trained them in AML and CFT procedures.

Others:

• Appointment of Compliance Officer as per SEBI (Stock Brokers and Sub Brokers Regulation 18A (1992)

• Details regarding appointment of Compliance Officer and changes, if any, should be informed to the exchange.

• One client code for order entry for each client should be maintained.

• Modifications to client code post trade execution should be made only in case of genuine error or wrong data entry made by broker.

• System should be put in place to monitor/prevent the use of client code modification facility for purposes other than correcting mistakes arising out of client code order entry.

• If broker is doing pro trading, whether broker has disclosed this information to his clients.

• If broker is doing pro trading from multiple locations, whether broker has obtained prior approval from the exchange in this regard.

• SEBI Fees based on Turnover is paid to SEBI.

• Business done on behalf of suspended / defaulter / expelled members without obtaining prior permission of the exchange.

• Maintenance of Securities Register, Margin Deposit Book, Investor’s Grievance Register, Dividend Ledger.

• Net worth is within the limit prescribed by the exchange.

• Permission of Exchange & SEBI is taken for change in shareholding pattern, Directors, Dominant Promoters Group, mergers and amalgamations.

• Code of conduct as prescribed by SEBI adhered to.

• Display of Notice Board & SEBI Registration Certificate.

• Member has displayed prominently the following details in its portal /web site, if any, notice / display boards, advertisements, publications, account opening kit –

i) name of the member as registered with SEBI,

ii) its own logo, if any,

iii) its registration number and

iv) its complete address with telephone numbers
 

• Member has displayed prominently the following details on contract notes, statement of funds and securities, daily margin statement / information and correspondences with the clients –

  i) name of the member as registered with SEBI,

  ii) its own logo, if any,

  iii) its registration number,

  iv) its complete address with telephone numbers,

  v) the name of the Compliance Officer, his telephone number and e-mail address
   

• Adherence to Prevention of Insider Trading Regulations.

• Exclusive e-mail id of the grievance redressal division / compliance officer has been designated and informed to the exchange about the same.

• Power of Attorney executed in favour of Broker should be only limited purposes allowed as per regulatory provisions.

• Power of Attorney executed should be revocable any time without notice.

• Duplicate copy of Power of Attorney (POA) should be provided to client(s) after execution.

• Broker has not undertaken or was not party to or has not facilitated any fund based activity through financier.

• Broker has adequate systems and checks in place to ensure that SEBI debarred entities are unable to trade.

• STT statement is provided to clients on annual basis unless otherwise required by the client.

• Prior Permission obtained for Securities Lending and Borrowing Scheme from the exchanges.

• Submission of Annual Compliance Report, Annual Returns to exchanges.

• Submission of half yearly Internal Audit Report / certificate to the exchanges.

• Proper internal code of conduct and controls should be put in place.

• Employees/temporary staff/voluntary workers, etc. employed/working in the Offices of market intermediaries do not encourage or circulate rumours or unverified information obtained from client, industry, any trade or any other sources without verification.

• Employees should be directed that any market related news received by them either in their official mail/personal mail/blog or in any other manner, should be forwarded only after the same has been seen and approved by the concerned Intermediary’s Compliance Officer. If an employee fails to do so, he/she shall be deemed to have violated the various provisions contained in SEBI Act/Rules/Regulations etc. and shall be liable for action. The Compliance Officer shall also be held liable for breach of duty in this regard.

• Trading member has not outsourced their core business activities and compliance functions.

• In case the trading member has outsourced any activities (other than core business activities and compliance functions), whether it has adhered to the provisions of SEBI circular CIR/MIRSD/24/2011 dated 15^th December’ 2011.

• In cases where trading member is acting as investment advisers, whether member has complied with INVESTMENT ADVISERS REGULATIONS, 2013 (SEBI Notification No. LAD-NRO/GN/2012-13/31/1778 on 21st January 2013)
• Member has ensured that all associated person as defined in SEBI Notification LAD-NRO/GN/2010-11/21/29390 dated December 10, 2010 have valid NISM series VII certification – (Securities Operations and Risk Management Certification Examination)
• Member has prepared Surveillance Policy based on parameters provided by the exchanges and the same has been approved by Board of Directors of the stock broker.
• Member has analyzed the alerts provided by the exchanges and reported in case of any suspicious transaction is noticed based on the parameter set by the exchanges and also set by the member internally.