THE GAZETTE OF INDIA

2 · [***]

3 · [(k) "key management personnel" shall include:

1 · Substituted by the Securities and Exchange Board of India (Change in Control in Intermediaries) (Amendment) Regulations, 2023 w.e.f. 17-1-2023. Prior to the substitution, clause (e) read as under:

2 · Clause (f) omitted by the Securities and Exchange Board of India (Change in Control in Intermediaries) (Amendment) Regulations, 2023 w.e.f. 17-1-2023.

3 · Substituted by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2023, w.e.f. 28-08-2023. Prior to its substitution, clause (k) read as under:

4 · [(ka) "non-independent director" means a director elected or nominated by the shareholders who are neither depository participants nor their associates and agents;]

5 · [***]

4 · Inserted by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2023, w.e.f. 28-08-2023.

5 · Omitted by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2023, w.e.f. 28-08-2023. Prior to its omission, clause (p) read as under:

7 · [(ii) An employee of a depository shall not simultaneously be an employee of any other company where the depository has invested.

6 · Renumbered as (i) by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2023, w.e.f. 28-08-2023.

7 · Inserted by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2023, w.e.f. 28-08-2023.

10 · [Payment of annual charge

12 · [(2) The details of remittance shall be forwarded along with the statement of computation of annual charges certified to be correct by a chartered accountant.]

8 · Substituted for "thirty days" by the Securities and Exchange Board of India (Facilitation of Grievance Redressal Mechanism) (Amendment) Regulations, 2023 w.e.f. 18-08-2023.

9 · Inserted by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2025, w.e.f. 01.04.2025.

10 · Substituted by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2024, w.e.f. 10-05-2024. Prior to substitution, regulation 9 read as under:

9 · A depository shall pay to the Board, a percentage of the annual custody charges collected by it from the issuers as specified in Part A of Second Schedule in the manner specified in Part B thereof."

11 · The existing provision renumbered as sub-regulation (1) by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2025, w.e.f. 01.04.2025.

12 · Inserted by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2025, w.e.f. 01.04.2025.

13 · [Interest on non-payment, belated payment or short payment of annual fee and annual charge.

9A · Where due to the default of the depository, any fee which was liable to be paid to the Board under Regulation 8 and Regulation 9 remains unpaid or is paid belatedly or is short-paid by the depository, it shall, without prejudice to any other action that may be initiated under the Act, rules or regulations, pay an interest of fifteen per cent per annum on the amount remaining unpaid or belatedly paid or short-paid, for every month of delay or part thereof to the Board.]

13 · Inserted by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2025, w.e.f. 01.04.2025.

14 · (1) The Board shall take into account for considering grant of certificate of commencement of business, all matters which are relevant to the efficient and orderly functioning of the depository and in particular, the following, namely, whether—

19 · For the purposes of this Chapter:

14 · The word "listed" omitted by the SEBI (Depositories and Participants) (Amendment) Regulations, 2021 w.e.f. 13-08-2021.

15 · Ibid.

16 · Omitted by the SEBI (Depositories and Participants) (Amendment) Regulations, 2021 w.e.f. 13-08-2021. Prior to its omission, it read as –

22A · The depository shall put in place a monitoring mechanism as specified in Part E of Second Schedule to ensure compliance with the shareholding restrictions prescribed in these regulations at all times.

19 · [Requirement and criteria of fit and proper

17 · The words "sub-regulation (2) or" omitted by the SEBI (Depositories and Participants) (Amendment) Regulations, 2021 w.e.f. 13-08-2021.

18 · Omitted by the SEBI (Depositories and Participants) (Amendment) Regulations, 2021 w.e.f. 13-08-2021. Prior to its omission, it read as –

19 · Substituted by the Securities and Exchange Board of India (Depositories and Participants) (Second Amendment) Regulations, 2023 w.e.f . 23-08-2023. Prior to its substitution, regulation 23 read as under:

20 · Substituted for the words "shareholder directors" by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2023, w.e.f. 28-08-2023.

21 · The word and symbol "and," omitted by the Securities and Exchange Board of India (Depositories and Participants) (Third Amendment) Regulations, 2025, w.e.f. 22-12.2025.

22 · Substituted for the symbol "." by the Securities and Exchange Board of India (Depositories and Participants) (Third Amendment) Regulations, 2025, w.e.f. 22-12.2025.

23 · Inserted by the Securities and Exchange Board of India (Depositories and Participants) (Third Amendment) Regulations, 2025, w.e.f. 22-12.2025.

24 · ibid

25 · Ibid

26 · ibid

27 · Inserted by the Securities and Exchange Board of India (Depositories and Participants) (Third Amendment) Regulations, 2025, w.e.f. 22-12.2025.

28 · Substituted for the words "shareholder directors" by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2023, w.e.f. 28-08-2023.

30 · [(14) (a) The governing board of the depository shall 31 [consist of] directors having the requisite qualifications and experience in the areas of capital markets, finance and accountancy, legal and regulatory practice, technology, risk management, and management or administration:

29 · Ibid.

30 · Inserted by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2023, w.e.f. 28-08-2023.

31 · Substituted for the words "comprise of" by the Securities and Exchange Board of India (Depositories and Participants) (Second Amendment) Regulations, 2023 w.e.f . 23-08-2023. 32

24A · The Board may appoint one or more persons not exceeding three in number, as director(s) on the governing board of any depository and such director(s) shall exercise the same powers as the other directors of the governing board.]

25 · (1) The appointment and re-appointment of all 34 [ non-independent directors] on the governing board of every depository shall be with the prior approval of the Board 35 [:]

36 · [Provided that the non-independent director on the governing board of the depository may be appointed in a recognized stock exchange or a recognized clearing corporation or another depository with the prior approval of the Board, only after a cooling-off period as may be specified by the governing board of such depository.]

39 · [Provided that upon the expiry of the term(s) at a depository, a public interest director may be appointed with the prior approval of the Board for a further term of three years in another depository or a recognized stock exchange or a recognized clearing corporation, only after a cooling-off period as may be specified by the governing board of such depository:

33 · Substituted for the words "comprises of" by the Securities and Exchange Board of India (Depositories and Participants) (Second Amendment) Regulations, 2023 w.e.f . 23-08-2023.

34 · Substituted for the words "shareholder directors" by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2023, w.e.f. 28-08-2023.

35 · Substituted for the symbol "." by the Securities and Exchange Board of India (Depositories and Participants) (Second Amendment) Regulations, 2025, w.e.f. 29-07-2025.

36 · Inserted by the Securities and Exchange Board of India (Depositories and Participants) (Second Amendment) Regulations, 2025, w.e.f. 29-07-2025.

37 · Substituted for the words "nominated by" by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2023, w.e.f. 28-08-2023.

38 · Substituted for the words "nominated" by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2023, w.e.f. 28-08-2023.

39 · Substituted by the Securities and Exchange Board of India (Depositories and Participants) (Second Amendment) Regulations, 2025, w.e.f. 29-07-2025. Prior to its substitution, the proviso read as under:

40 · Substituted for the words "nominated" by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2023, w.e.f. 28-08-2023.

41 · Substituted for the word "or" by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2023, w.e.f. 28-08-2023.

42 · Ibid.

43 · Inserted by the Securities and Exchange Board of India (Depositories and Participants) (Second Amendment) Regulations, 2025, w.e.f. 29-07-2025.

44 · Substituted for the words "shareholder directors" by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2023, w.e.f. 28-08-2023.

45 · Inserted by the Securities and Exchange Board of India (Depositories and Participants) (Third Amendment) Regulations, 2025, w.e.f. 22-12.2025.

47 · [Provided further that the managing director may, with the prior approval of the governing board of the depository, be appointed as:

46 · Substituted for the words "of two terms not exceeding five years each" by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2023, w.e.f. 28-08-2023.

47 · Inserted by the Securities and Exchange Board of India (Depositories and Participants) (Third Amendment) Regulations, 2025, w.e.f. 22-12.2025.

48 · [(8) The roles and responsibilities of the managing director shall include the following:

26A · (1) Every depository shall appoint two executive directors as key management personnel who shall head Vertical 1 and Vertical 2 respectively and the depository may, at its discretion, appoint an executive director to head Vertical 3, as referred to in Fourth Schedule of these regulations.

48 · Inserted by the Securities and Exchange Board of India (Depositories and Participants) (Third Amendment) Regulations, 2025, w.e.f. 22-12.2025.

49 · [Code of Conduct for the governing board, directors, committee members and key management personnel]

51 · [***]

49 · Substituted for the words "Code of Conduct for directors and key management personnel" by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2023, w.e.f. 28-08-2023.

50 · Substituted by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2023, w.e.f. 28-08-2023. Prior to its substitution, sub-regulation (1) read as under:

51 · Omitted by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2023, w.e.f. 28-08-2023. Prior to its omission, sub-regulation (2) read as under:

54 · [Segregation of functions

29 · (1) Every depository shall identify and segregate its functions into the following verticals:

52 · Omitted by the Securities and Exchange Board of India (Depositories and Participants) (Amendment)

53 · Substituted for the words "comprise of" by the Securities and Exchange Board of India (Depositories and Participants) (Second Amendment) Regulations, 2023 w.e.f . 23-08-2023.

54 · Substituted by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2023, w.e.f. 28-08-2023. Prior to its substitution, regulation 29 read as under:

30 · (1) The depository shall constitute the committees as per sub-regulation (2) 55 [,] subregulation (3) and 56 [and sub-regulation 3A] .

55 · Substituted for the words "and" by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2023, w.e.f. 28-08-2023.

56 · Inserted by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2023, w.e.f. 28-08-2023.

57 · Substituted for the words "comprising of" by the Securities and Exchange Board of India (Depositories and Participants) (Second Amendment) Regulations, 2023 w.e.f . 23-08-2023.

58 · Omitted by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2019 w.e.f. 04-06-2019. Prior to its omission, it read as "selection".

59 · Inserted by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2023, w.e.f. 28-08-2023.

60 · Omitted by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2023, w.e.f. 28-08-2023. Prior to its omission, clause(b) read as under-

63 · [(3A) Investment Committee.]

64 · [The composition, quorum and functions of the committees under sub-regulation (2), (3) and (3A) shall be in the manner as specified by the Board from time to time.]

65 · [Grievance Redressal Panel

30A · Every depository shall have Grievance Redressal Panel(s) to resolve investor grievances which shall function in the manner as may be specified by the Board.]

31 · (1) The disclosure requirements and corporate governance norms as specified for listed companies shall mutatis mutandis apply to a depository.

61 · Substituted for the words "comprising of" by the Securities and Exchange Board of India (Depositories and Participants) (Second Amendment) Regulations, 2023 w.e.f . 23-08-2023.

62 · Omitted by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2023, w.e.f. 28-08-2023. Prior to its omission, clause(b) read as under-

63 · Inserted by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2023, w.e.f. 28-08-2023.

64 · Substituted by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2023, w.e.f. 28-08-2023. Prior to its substitution, sub-regulation (4) read as under-

65 · Inserted by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2023, w.e.f. 28-08-2023.

66 · [(5) Every depository shall internally conduct annual evaluation of its performance and the performance of its statutory committees in such a manner as may be specified by the Board.

66 · Ibid.

67 · [Provided that the stock broker shall have a networth of rupees three crores {within one year of the date of notification of the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2022}, which shall be increased to rupees five crores {within two years of the date of notification of the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2022}:

67 · Substituted by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2022 w.e.f. 23-02-2022. Prior to its substitution, the provisos read as –

68 · Inserted by the Securities and Exchange Board of India (Depositories and Participants) (Second Amendment) Regulations, 2023 w.e.f . 23-08-2023.

70 · [(6) The fee specified in sub-regulation (5) shall be paid one month prior to the expiry of the block for which the fee has been paid.]

69 · Substituted for "thirty days" by the Securities and Exchange Board of India (Facilitation of Grievance Redressal Mechanism) (Amendment) Regulations, 2023 w.e.f. 18-08-2023.

70 · Substituted by the SEBI (Payment of Fees and Mode of Payment) (Amendment) (Regulations) 2021 w.e.f. 0505-2021. Prior to substitution the clause read as:

71 · [Investor Charter.

40A · The depository participant shall ensure compliance with the Investor Charter specified by the Board from time to time.]

71 · Inserted by the Securities and Exchange Board of India (Investor Charter) (Amendment) Regulations, 2025 w.e.f. 10-02-2025.

72 · Inserted by the Securities and Exchange Board of India (Vault Managers) Regulations, 2021 w.e.f. 31-12-2021.

73 · [Nomination

60A · (1) Every participant shall provide an option to the beneficial owner to nominate, in the manner as may be specified, a person to whom the securities held by him shall vest in the event of his death.

73 · Inserted by the Securities and Exchange Board of India (Depositories and Participants) (Third Amendment) Regulations, 2024 w.e.f. 02-12-2024

74 · [Redressal of investor grievances

74 · Substituted by the Securities and Exchange Board of India (Facilitation of Grievance Redressal Mechanism) (Amendment) Regulations, 2023 w.e.f. 18-08-2023. Prior to substitution, it read as follows:

75 · Inserted by the Securities and Exchange Board of India (Depositories and Participants) (Second Amendment) Regulations, 2021 w.e.f. 26-10-2021.

76 · [Explanation:- For the purpose of these regulations, "pledge" includes re-pledge of securities for margin and / or settlement obligations of the client or such other purposes as specified by the Board from time to time.]

77 · [(3) The compliance officer shall submit a report of any non-compliance of the Act, the Depositories Act, 1996, rules, regulations, circulars or directions issued thereunder and for the redressal of investors' grievances, to the Board on a quarterly basis in the manner as may be specified by the Board.

81A · (1) Every depository shall appoint a chief risk officer to identify, monitor and initiate necessary steps to mitigate the risk associated with the functioning of a depository.

78 · [Appointment, role and responsibilities of chief technology officer

76 · Inserted by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2020 w.e.f. 21-02-2020

77 · Inserted by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2023, w.e.f. 28-08-2023.

78 · Inserted by the Securities and Exchange Board of India (Depositories and Participants) (Third Amendment) Regulations, 2025, w.e.f. 22-12.2025.

81B · (1) Every depository shall appoint a chief technology officer to oversee and manage technology-related system design, infrastructure, and operations.

81C · (1) Every depository shall appoint a chief information security officer to assess, identify, and mitigate cybersecurity risks associated with the functioning of depository and respond to cybersecurity incidents.

79 · [Information and Data Sharing Policy

82A · (1) Every depository and the company where the depository has invested shall lay down a framework for sharing and monitoring of data, including confidential and sensitive data .

79 · Ibid.

80 · [Responsibility for the use of artificial intelligence

81 · [CHAPTER VIIA

82B · (1) No depository or its agent, shall have any direct or indirect association, with another person who-

80 · Inserted by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2025, w.e.f. 10.02.2025.

81 · Inserted by the Securities and Exchange Board of India (Depositories and Participants) (Second Amendment) Regulations, 2024, w.e.f. 29-08-2024.

82C · The Board may, in case of violation of any of the provisions of regulation 82B, take such action as it may deem fit including action under Chapter V of the Securities and Exchange Board of India (Intermediaries) Regulations, 2008.]

82 · [Power to call for information

83A · The Board may from time to time call for any information, documents or records from the depository or its governing board or any shareholder or applicant thereof and from depository participant.]

85 · (1) Before ordering an inspection or investigation under regulation 84, the Board shall give not less than ten days notice to the depository, participant, beneficial owner, issuer or its agent, as the case may be.

82 · Inserted by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2023, w.e.f. 28-08-2023.

83 · [CHAPTER IX-A

91A · (1) Without prejudice to exercise of its powers under the provisions of the Act, Depositories Act, 1996 and rules and regulations made thereunder, the Board may, either suo moto or on receipt of any information or during pendency of any inspection, inquiry or investigation or on completion thereof, in the interest of public or trade or investors or the securities market, issue such directions as it deems fit, including but not limited to any or all of the following: ─

83 · Inserted by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2023, w.e.f. 28-08-2023.

93 · (1) If an issuer or its agent -

86 · [***]

84 · Inserted by the SEBI (Regulatory Sandbox) (Amendment) Regulations, 2020, w.e.f. 17-04-2020.

85 · The words "in technological aspects" omitted by the SEBI (Regulatory Sandbox) (Amendment) Regulations, 2021, w.e.f. 03-08-2021.

86 · Omitted by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2023, w.e.f. 28-08-2023. Prior to its omission regulations 94 and 95 read as under:

94 · The Board may from time to time call for any information, documents or records from the depository or its governing board or any shareholder or applicant thereof and from depository participant.

95 · Without prejudice to exercise of its powers under the provisions of the Act, Depositories Act, 1996 and rules and regulations made thereunder, the Board may, either suo motu or on receipt of any information or during pendency of any inspection, inquiry or investigation or on completion thereof, in the interest of public or trade or investors or the securities market, issue such directions as it deems fit, including but not limited to any or all of the following:─

84 · [CHAPTER X-A

93A · (1) The Board may, exempt any person or class of persons from the operation of all or any of the provisions of these regulations for a period as may be specified but not exceeding twelve months, for furthering innovation 85 [***] relating to testing new products, processes, services, business models, etc. in live environment of regulatory sandbox in the securities markets.

87 · [Power to relax the strict enforcement of the regulations.

96A · (1) The Board may suo motu or upon an application made by a depository, for reasons recorded in writing, grant relaxation from the strict compliance of any of the provisions of these regulations subject to such conditions as the Board deems fit to impose in the interests of investors in securities and the securities market, if the Board is satisfied that :

87 · Inserted by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2023, w.e.f. 28-08-2023

1 · Name, address of the registered office, address for correspondence, telephone number(s), fax number(s), telex number(s) and the name of the contact person of the applicant.

2 · Please indicate the name of the depository which is proposed to be established by the applicant.

3 · Please indicate the names of other depositories, if any, which have been sponsored by the applicant, or in which the applicant is acting as participant.

4 · Please indicate the category to which the applicant belongs as per regulation 6 read with subregulation (1) and (2) of regulation 21.

5 · Please provide the following details of each applicant:

9 · The following details may be given for each director of the depository, and for its principal officer.

12 · Details of insurance cover to be taken up.

15 · Declaration statement (to be given as below).

88 · Substituted by the SEBI (Payment of Fees and Mode of Payment) (Amendment) (Regulations) 2023 w.e.f. 0104-2023. Prior to substitution the clause read as

89 · Substituted by the SEBI (Payment of Fees and Mode of Payment) (Amendment) (Regulations) 2021 w.e.f. 0505-2021. Prior to substitution the clause read as:

90 · [(I)] PROCEDURE FOR APPOINTMENT OF DIRECTORS

90 · Inserted by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2019 w.e.f. 04-06-2019.

91 · [(2)The depository, while recommending the name(s) of director, shall forward the above details to the Board, along with the minutes of the governing board meeting where the name(s) was approved, copy of the shareholder's resolution (wherever applicable), and a confirmation by the depository that they are fit and proper persons in terms of their fit and proper criteria, are not associated with any depository participant, trading member or clearing member in terms of regulation 24(9) read with regulation 2 (1) (c) of these regulations and compliance with the requirements specified in regulation 24 (14) ]

92 · [(II)] Managing Director / Executive Director:-

94 · [(III)] Public Interest Directors:-

95 · [(1) The names of the public interest directors shall be forwarded to the Board after the approval of the governing board of the depository. The shareholders' approval shall not be necessary. A minimum of two names shall be submitted to the Board for each vacancy of public interest directors, two months before such vacancy.]

91 · Substituted by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2023, w.e.f. 28-08-2023. Prior to its substitution, sub-clause (2) read as under:

92 · Inserted by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2019 w.e.f. 04-06-2019.

93 · Inserted by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2019 w.e.f. 04-06-2019.

94 · Inserted by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2019 w.e.f. 04-06-2019.

95 · Substituted by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2023, w.e.f. 28-08-2023. Prior to its substitution, sub-clause (1) read as under:

97 · [***]

99 · [(4) In case of reappointment of the public interest director, the depository shall apply to the Board four months before the expiry of the term. In addition to the other requirements specified herein, the application for reappointment of the public interest director shall be accompanied with, their attendance details on meetings of various mandatory committees and on the governing board of the depository, performance review and the reasons for extension of term."

96 · Substituted by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2023, w.e.f. 28-08-2023. Prior to its substitution, item (a) read as under:

97 · Omitted by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2023, w.e.f. 28-08-2023. Prior to its omission, item (b) read as under:

98 · Omitted the words " The depository may conduct familiarization programmes for newly appointed Public Interest Directors and may also conduct annual training for every public interest director." by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2023, w.e.f. 28-08-2023.

99 · Substituted by the Securities and Exchange Board of India (Depositories and Participants) (Amendment)

100 · [(IV)] 101 [Non-independent directors]:-

103 · [(2) The manner of election, appointment, tenure, resignation, vacation, etc. of a nonindependent director shall be governed by the provisions applicable to shareholder directors under the Companies Act, 2013, save as otherwise specifically provided under these Regulations or circulars issued thereunder.]

104 · [(V)] General conditions on appointment of directors:-

105 · [(VI.) The depository shall provide at least seven days of training to all directors each year.]

28 · of these Regulations mandates that the compensation policy for key management personnel of depository shall be in accordance with the norms specified by the Board. The compensation norms, in this regard, shall be as follows:-

100 · Inserted by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2019 w.e.f. 04-06-2019.

101 · Substituted for the words "Share Holder Directors" by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2023, w.e.f. 28-08-2023.

102 · Ibid.

103 · Substituted by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2023, w.e.f. 28-08-2023. Prior to its substitution sub-clause (2) read as under:

104 · Inserted by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2019 w.e.f. 04-06-2019.

105 · Inserted by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2023, w.e.f. 28-08-2023.

106 · Substituted for the words "not exceed one-third of total pay" by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2023, w.e.f. 28-08-2023

107 · Inserted by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2023, w.e.f. 28-08-2023.

2 · A participant shall always endeavour to—

3 · A participant shall maintain high standards of integrity in all its dealings with its clients and other intermediaries, in the conduct of its business.

4 · A participant shall be prompt and diligent in opening of a beneficial owner account, dispatch of the dematerialisation request form, rematerialisation request form and execution of debit instruction slip and in all the other activities undertaken by him on behalf of the beneficial owners.

5 · A participant shall endeavour to resolve all the complaints against it or in respect of the activities carried out by it as quickly as possible, and not later than one month of receipt.

6 · A participant shall not increase charges/fees for the services rendered without proper advance notice to the beneficial owners.

7 · A participant shall not indulge in any unfair competition, which is likely to harm the interests of other participants or investors or is likely to place such other participants in a disadvantageous position while competing for or executing any assignment.

8 · A participant shall not make any exaggerated statement whether oral or written to the clients either about its qualifications or capability to render certain services or about its achievements in regard to services rendered to other clients.

9 · A participant shall not divulge to other clients, press or any other person any information about its clients which has come to its knowledge except with the approval/authorisation of the clients or when it is required to disclose the information under the requirements of any Act, Rules or Regulations.

10 · A participant shall co-operate with the Board as and when required.

11 · A participant shall maintain the required level of knowledge and competency and abide by the provisions of the Act, Rules, Regulations and circulars and directions issued by the Board.

12 · A participant shall not make any untrue statement or suppress any material fact in any documents, reports, papers or information furnished to the Board.

13 · A participant shall not neglect or fail or refuse to submit to the Board or other agencies with which it is registered, such books, documents, correspondence, and papers or any part thereof as may be demanded/requested from time to time.

14 · A participant shall ensure that the Board is promptly informed about any action, legal proceedings, etc., initiated against it in respect of material breach or non-compliance by it, of any law, Rules, regulations, directions of the Board or of any other regulatory body.

15 · A participant shall maintain proper inward system for all types of mail received in all forms.

16 · A participant shall follow the maker—Checker concept in all of its activities to ensure the accuracy of the data and as a mechanism to check unauthorised transaction.

17 · A participant shall take adequate and necessary steps to ensure that continuity in data and record keeping is maintained and that the data or records are not lost or destroyed. It shall also ensure that for electronic records and data, up-to-date back up is always available with it.

18 · A participant shall provide adequate freedom and powers to its compliance officer for the effective discharge of his duties.

19 · A participant shall ensure that it has satisfactory internal control procedures in place as well as adequate financial and operational capabilities which can be reasonably expected to take care of any losses arising due to theft, fraud and other dishonest acts, professional misconduct or omissions.

20 · A participant shall be responsible for the acts or omissions of its employees and agents in respect of the conduct of its business.

21 · A participant shall ensure that the senior management, particularly decision makers have access to all relevant information about the business on a timely basis.

22 · A participant shall ensure that good corporate policies and corporate governance are in place.

108 · [PART-B

108 · Substituted by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2023, w.e.f. 28-08-2023. Prior to its substitution PART-B read as under:

2 · Regulatory Compliances.

3 · Disclosures of Beneficial Interest.

4 · Access to Information.

5 · Misuse of Position.

1 · Meetings and Minutes.

3 · Avoidance of Conflict of Interest.

4 · Strategic Planning.

5 · Disclosure of dealings in securities by Directors of the Depositories.

109 · [***]

109 · Omitted by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2023, w.e.f. 28-08-2023. Prior to its omission, PART-C shall be read as under:

110 · [ PART-D

110 · Substituted by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2023, w.e.f. 28-08-2023. Prior to its substitution PART-D read as under:

1 · A depository shall always abide by the provisions of the Act, Depositories Act, 1996, Rules, Regulations, circulars, guidelines and any other directions issued by the Board.

2 · A depository shall take appropriate measures towards investor protection and education of investors.

3 · A depository shall treat all its applicants/participants in a fair and transparent manner.

4 · A depository shall promptly inform the Board of violations of the provisions of the Act, Depositories Act, the rules, the regulations, circulars, guidelines or any other directions by any of its participants, issuer or issuer's agent.

5 · A depository shall take a proactive and responsible attitude towards safeguarding the interests of investors, integrity of the depository system and the securities market.

6 · A depository shall make endeavors for introduction of best business practices amongst itself and its participants.

7 · A depository shall act in utmost good faith and shall avoid conflict of interest in the conduct of its functions.

8 · A depository shall not indulge in unfair competition, which is likely to harm the interests of any other depository, participants or investors or is likely to place them in a disadvantageous position while competing for or executing any assignment.

9 · A depository shall be responsible for the acts or omissions of its employees in respect of the conduct of its business.

10 · A depository shall monitor the compliance of the rules and regulations by the participants and shall further ensure that their conduct is in a manner that will safeguard the interest of investors and the securities market."

111 · [ FOURTH SCHEDULE

111 · Substituted by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2023, w.e.f. 28-08-2023. Prior to its substitution Fourth Schedule read as under: