Governing boards of bullion exchanges and bullion clearing corporations must maintain public interest director parity with non-independent directors and elect the chairperson from public interest directors with prior approval. Trading and clearing members, their associates and agents are generally excluded from board membership, subject to specified institutional exceptions. Quorum and voting validity depend on equivalent or greater participation by public interest directors. Boards must collectively hold prescribed market, financial, legal, technological, risk-management and administrative expertise, with designated public interest director expertise in core fields.

Bullion exchanges and bullion clearing corporations must, alongside requirements under other applicable laws, maintain and preserve all books, registers, documents and records relating to the issue or transfer of their securities for at least eight years.

Bullion exchanges and bullion clearing corporations must submit their shareholding pattern to the Authority every quarter within fifteen days after the quarter ends. The filing must list the ten largest shareholders, including the number and percentage of shares held by each, and identify shareholders who acquired shares during the relevant quarter. This establishes continuing regulatory disclosure of institutional ownership and quarterly share acquisitions.

Bullion exchanges and bullion clearing corporations must maintain an adequate monitoring mechanism to ensure continuous compliance with prescribed shareholding conditions.

Direct or indirect holders of equity shares or voting rights in a bullion exchange or bullion clearing corporation must be fit and proper persons, subject to an exception for holdings below two per cent. Holdings exceeding five per cent of paid-up equity shares or voting rights require prior approval of the Authority. The application must be routed through the concerned bullion exchange or bullion clearing corporation, which must verify shareholder declarations or undertakings and submit the application with its recommendation.

Shareholding in a bullion clearing corporation requires minimum institutional ownership through a recognised bullion exchange, stock exchange, clearing corporation, or a qualifying joint venture of market infrastructure institutions. A joint venture must have majority ownership by recognised bullion exchanges or stock exchanges. Other persons, whether acting individually or in concert, are subject to a maximum holding limit in the paid-up equity share capital of the bullion clearing corporation.

Shareholding in a bullion exchange must be held either by a recognised bullion exchange or stock exchange with at least twenty-six per cent of paid-up equity capital, or by a joint venture of recognised market infrastructure institutions holding at least fifty-one per cent. Recognised exchanges must directly or indirectly hold at least fifty-one per cent in such joint venture. Other persons may not acquire or hold more than twenty-five per cent, individually or with persons acting in concert.

Ownership limits for a bullion exchange or bullion clearing corporation apply to a person's shareholding or voting rights at all times, subject to the limits prescribed in the relevant Chapter and any contrary provision within the regulations. Shareholding includes instruments owned or controlled directly or indirectly that confer a present or future entitlement to equity or rights over equity.

Every bullion exchange and bullion clearing corporation must maintain a minimum net worth of USD 10 million at all times, subject to a higher requirement that may be imposed as a risk-management measure based on the nature and scale of business. Profit distributions to shareholders are prohibited until the prescribed net worth is achieved. An audited annual net worth certificate issued by the statutory auditor must be submitted for the preceding financial year by 30 September.

Every bullion clearing corporation must maintain an orderly winding-down framework for its critical operations and services in voluntary and involuntary scenarios. The framework must provide for timely settlement, cessation or transfer of positions and for transfer of members' collateral, deposits, margins and other assets to a bullion clearing corporation taking over the operations. It must also cover related matters necessary for an orderly transition or cessation of clearing functions.

Priority recovery rights of bullion clearing corporations apply to dues owed by bullion clearing members for clearing and settlement functions. Such dues may be recovered from members' collaterals, deposits and assets, and the recovery right takes priority over every other liability of, or claim against, the relevant bullion clearing member.

Settlement and netting for bullion exchange and bullion clearing corporation transactions must follow the netting or grossing procedures prescribed in their respective bye-laws. Payments and settlements effected under those bye-laws are final, irrevocable and binding. Once settlement is final, the bullion exchange or bullion clearing corporation has priority to appropriate contributed collateral, deposits or margins towards settlement or other obligations. Finality arises when gross or net payable obligations are determined, whether or not actual payment or delivery has occurred.

Regulation 13 requires every bullion clearing corporation to comply with the governing bullion market regulations, its agreement with the concerned bullion exchange, and any further conditions imposed by the Authority. These obligations apply cumulatively and require adherence to regulatory, contractual, and additional supervisory conditions.

Regulation 12 requires the bullion exchange to protect consumer interests, regulate bullion contracts, and promote a transparent and orderly bullion market. Its functions include regulating trading members and intermediaries, enforcing good delivery standards, prohibiting fraudulent and unfair trade practices, conducting inspections, inquiries and audits, and levying fees. It may prescribe standards for bullion quality, quantity, verification, vaulting and transport, and undertake further functions specified by the Authority.

Bullion exchange clearing and settlement arrangements require a bullion exchange to use a bullion clearing corporation under a written agreement defining rights and obligations, conditions for admission of securities, risk-management measures, charges, and related matters. The bullion exchange must extend its arbitration mechanism to disputes or claims arising from clearing and settlement of trades executed on the exchange.

Clearing and settlement of bullion exchange trades must be undertaken through the services of a bullion clearing corporation. Every bullion exchange is required to use those services from the commencement date of its operations.

Bullion exchanges and bullion clearing corporations must comply with the Code of Conduct prescribed in Part A of Schedule I under the International Financial Services Centres Authority (Bullion Market) Regulations, 2025.

Withdrawal of recognition of a bullion exchange or bullion clearing corporation may be undertaken only after the recognised entity has been given an opportunity of being heard. The withdrawal process must follow the statutory procedure prescribed under section 5 of the Securities Contracts (Regulation) Act, 1956.

Renewal of recognition for a bullion exchange or bullion clearing corporation is subject to the provisions applicable to the initial grant of recognition. The recognised entity must continuously comply with the applicable recognition conditions prescribed under regulation 4(2) and regulation 4(3), as relevant.

Recognition of bullion exchanges follows the period prescribed under rule 6 of the applicable rules. Recognition of a bullion clearing corporation, unless granted permanently, must be for a period specified by the Authority and cannot be less than one year.