Depositories_and_Participants_Apr17_2020
3 (1) No person shall establish a Depository unless he has obtained registration from the Board in accordance with the Act, the Depositories Act, 1996 and these regulations.
3 (2) An application for the grant of a certificate of registration as a depository shall be made to the Board by an applicant in Form A of the First Schedule, shall be accompanied by the fee specified in Part A of the Second Schedule and be paid in the manner specified in Part Bthereof.
3 (3) The application shall be accompanied by draft bye-laws of the depository that is proposed
4 An application in Form A of the First Schedule which is not complete in all respects and does not conform to the instructions specified therein shall be rejected : Provided that before rejecting any such application, the applicant shall be given in writing an opportunity to remove, within thirty days of the date of communication in this regard , the objections indicated by the Board: 3 Provided further that the Board may, on being satisfied that it is necessary to extend the period specified in the first proviso, extend such period by such further time as it thinks necessary in order to enable the applicant to remove the objections indicated by the Board.
5 (1) The Board may require the applicant to furnish such further information or clarification regarding matters relevant to the activity of the depository for the purpose of consideration of the application.
5 (2) The applicant or his authorised representative shall, if so required, appear before the Board for personal representation, in connection with the grant of certificate of registration.
6 (1) The Board shall not consider an application under regulation 3, unless the applicant belongs to the category of shareholders eligible to hold upto 15% share capital of the depository in terms of sub-regulation (1) and (2) of regulation 21.
6 (2) The Board shall not consider an application under regulation 3, unless the applicant is a fit and proper person as described in sub-regulation 2 of regulation 23.
7 After considering the application under regulation 3, with reference to the qualifications specified in regulation 6, if the Board is satisfied that the company established by the applicant is eligible to act as depository , it may grant a certificate of registration in Form B of the First Schedule to the depository subject to the following, namely : (a) the depository shall pay the registration fee specified in Part A of the Second Schedule inthe manner specified in Part B thereof, within fifteen days of receipt of intimation fromthe Board ;(b) the depository shall comply with the provisions of the Act, the Depositories Act, the bye-laws , agreements and these regulations ;(c) the depository shall not carry on any activity whether involving deployment of funds orotherwise without prior approval of the Board :Provided that prior approval of the Board shall not be required in case of treasuryinvestments if such investments are as per the investment policy approved by thegoverning board of depository .Provided further that a depository may carry out such activity not incidental to itsactivities as a depository , whether involving deployment of funds or otherwise, as may beassigned to the depository by the Central Government or by a regulator in the financial4sector, through the establishment of Strategic Business Unit(s) specific to each activitywith the prior approval of the Board and subject to such conditions as may be prescribedby the Board , including transfer of such activity to a separate company within such timeas may be specified by the Board having regard to the matters which are relevant to theefficient and orderly function of the Depository as mentioned in regulation 14.organizational unit of a company with its own mission, objectives and business strategythat is given the responsibility to serve the particular demands of one business area withappropriate technological, financial and other segregations.(d) the shareholding of the applicant in the depository shall be locked-in for a period of fiveyears from the date of grant of registration by the Board .(e) the depository complies with the shareholding and governance structure requirementsspecified in these regulations;(f) if any information previously submitted by the depository or the applicant to the Board isfound to be false or misleading in any material particular, or if there is any change in suchinformation, the depository shall forthwith inform the Board in writing;(g) the depository shall redress the grievances of the participants and the beneficial ownerswithin thirty days of the date of receipt of any complaint from a participant or a beneficialowner and keep the Board informed about the number and the nature of redressals;(h) the depository shall make an application for commencement of business under regulation11 within one year from the date of grant of certificate of registration under thisregulation; and(i)the depository shall amend its bye-laws from time to time as may be directed by the Board ;(j) any other condition as the Board may deem fit in the interest of securities market.
8 A depository who has been granted a certificate of registration under regulation 7, shall pay annual fee specified in Part A of the Second Schedule in the manner specified in Part Bthereof.
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 Bthereof.5
10 (1) Where an application for the grant of certificate of registration under regulation 3 does not satisfy the requirements specified in regulation 7, the Board shall reject the application after giving the applicant an opportunity of being heard.
10 (2) The decision of the Board to reject the application shall be communicated to the applicant in writing within thirty days of such decision, stating therein the grounds on which the
11 A depository which has been granted a certificate of registration under regulation 7, shall within one year from the date of issue of such certificate make an application to the Board for commencement of business in Form C of the First Schedule.
12 Any application in Form C of the First Schedule which is not complete in all respects and does not conform to instructions specified therein shall be rejected : Provided that before rejecting any such application, the applicant shall be given in writing an opportunity to remove within thirty days of the date of communication in this regard , the objections indicated by the Board: Provided further that the Board may, on being satisfied that it is necessary to extend the period specified in the first proviso, extend such period by such further time as it thinks necessary in order to enable the applicant to remove the objections indicated by the Board.
13 (1) The Board may require the depository to furnish such further information or clarification regarding matters relevant for the grant of certificate of commencement of business.
13 (2) The depository or its authorised representative, if so required, shall appear before the Board for personal representation in connection with the grant of certificate of commencement of business. 6
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 (a)the depository has a net worth of not less than rupees one hundred crores;(b)the bye-laws of the depository have been approved by the Board ;the automatic data processing systems of the depository have been protected againstunauthorised access, alteration, destruction, disclosure or dissemination of records anddata;the network through which continuous electronic means of communications areestablished between the depository , participants, issuers and issuers agents is secureagainst unauthorised entry or access;the depository has established standard transmission and encryption formats forelectronic communications of data between the depository , participants, issuers andissuers agents;the physical or electronic access to the premises, facilities, automatic data processingsystems, data storage sites and facilities including back up sites and facilities and to theelectronic data communication network connecting the depository , participants, issuersand issuers agents is controlled, monitored and recorded;the depository has a detailed operations manual explaining all aspects of its functioning,including the interface and method of transmission of information between the depository , issuers, issuers agents, participants and beneficial owners;the depository has established adequate procedures and facilities to ensure that its recordsare protected against loss or destruction and arrangements have been made formaintaining back up facilities at a location different from that of the depository ;the depository has made adequate arrangements including insurance for indemnifying thebeneficial owners for any loss that may be caused to such beneficial owners by thewrongful act, negligence or default of the depository or its participants or of anyemployee of the depository or participant; andthe grant of certificate of commencement of business is in the interest of investors in thesecurities market.
14 (2) The Board shall, before granting a certificate of commencement of business under this Chapter make a physical verification of the infrastructure facilities and systems established by the depository .
15 (1) Every depository shall maintain networth as specified under regulation 14 (1) (a) at all times and submit an audited networth certificate from the statutory auditor on a yearly basis, by the thirtieth day of September of every year for the preceding financial year. aggregate value of paid up equity share capital and free reserves (excluding statutory funds, benefit funds and reserves created out of revaluation) reduced by the investments in businesses, whether related or unrelated, aggregate value of accumulated losses and deferred expenditure not written off, including miscellaneous expenses not written off.
15 (2) Every depository shall within one month of the date of the holding of its annual general meeting, furnish to the Board a copy of its audited balance-sheet and profit and loss account for the preceding financial year.
16 After considering the application under regulation 14 with reference to the matters specified in sub-regulation (1) of regulation 14 and making physical verification under sub-regulation(2) of that regulation, if the Board is satisfied that the depository is eligible to commencebusiness as a depository, shall grant a certificate of commencement of business in Form D ofthe First Schedule.
17 The depository holding a certificate of commencement of business shall, at all times, abide by the Code of Conduct as specified in the Part D of the Third Schedule.
18 (1) If the Board, after considering the matters specified in sub-regulation (1) of regulation 14 and making physical verification under sub-regulation (2) of that regulation, is of the opinion that the depository shall not be granted a certificate of commencement of business, it may either (a) direct the depository to conform to the matters specified in regulation 14; or(b) reject the application after giving the applicant an opportunity of being heard.
18 (2) The decision of the Board to reject the application shall be communicated to the depository in writing within thirty days of such decision, stating therein the grounds on which

sebi (substantial acquisition of shares and takeovers) (amendment) regulations, 2016 w.e.f. february 17, 2016 in order to facilitate the exit offer to be given by promoters or shareholders in control to dissenting shareholders under the sebi (issue of capital and disclosure requirement) regulations, 2009, sebi amended the sebi (substantial acquisition of shares and takeovers) regulations, 2011 that acquisition of shares or voting rights pursuant to exit offers are exempt from obligations of open offer.such sebi (depositories and participants) (second amendment) regulations, 2016 w.e.f. march 7, 2016 in order to align the provisions of the sebi (depositories and participants) regulations, 1996 with the extant foreign investment policy of the government of india, the regulations were amended to remove the internal caps applicable on foreign direct investment (fdi) and foreign portfolio investors (fpi) for acquisition of paid-up equity share capital in a depository. vide the sebi (depositories and participants) (second amendment) regulations, 2016 subject to the limits otherwise prescribed by the central government, the combined holding of all persons resident outside india in the paid-up equity share capital of a depository shall not exceed 49 per cent of its total paid-up equity share capital.sebi annual report2015-2016161 y.

19 For the purposes of this Chapter:(1)"banking company " shall have the same meaning as assigned to it in clause (c) of section5 of the Banking Regulation Act, 1949 ;"insurance company " shall have the same meaning as assigned to it in sub-section (8) ofsection 2 of the Insurance Act, 1938 ;"person resident in India" shall have the same meaning as assigned to it in clause (v) ofsection 2 of the Foreign Exchange Management Act, 1999 ;"person resident outside India" shall have the same meaning as assigned to it in clause(w) of section 2 of the Foreign Exchange Management Act, 1999 .
19 (2) public financial institution shall have the same meaning as assigned to it in sub-section(72) of section 2 of the Companies Act, 2013
20 (1) Save as otherwise provided in these regulations, the shareholding or voting rights of any person in a depository shall not exceed the limits specified in these regulations at any point oftime.
20 (2) For determining the shareholding of any person in a depository as specified in these regulations, any instrument held, owned or controlled, directly or indirectly, by a person that entitles him the voting rights or provides for entitlement to voting rights or equity shares or any other rights over equity shares at any future date, shall also be included: Provided that any equity or rights over equity, arising from such instruments in excess of limit of shareholding specified in this Chapter on the date of commencement of these regulations, shall be reduced to the specified limit within a period of five years or such other period as
21 (1) No person resident in India shall at any time, directly or indirectly, either individually or together with persons acting in concert, acquire or hold more than five percent of the paid up equity share capital in a Depository: Provided that, (i) a stock exchange;(ii) a depository;9(iii) a banking company;(iv) an insurance company; and(v) a public financial institution,may acquire or hold, either directly or indirectly, either individually or together withpersons acting in concert, upto fifteen percent of the paid up equity share capital of aDepository.
21 (2) No person resident outside India, directly or indirectly, either individually or together with persons acting in concert, shall acquire or hold more than five percent of the paid up equity share capital in a Depository: Provided further that,-(i) a foreign stock exchange;(ii) a foreign depository;(iii) a foreign banking company;(iv) a foreign insurance company;(v) a foreign commodity derivatives exchange; and(vi) a bilateral or multilateral financial institution approved by the Central Government,may acquire or hold, either directly or indirectly, either individually or together withpersons acting in concert, upto fifteen percent of the paid up equity share capital of aDepository.clauses (i) to (vi) shall mean persons recognised/ incorporated outside India.
21 (3) Subject to the limits as otherwise prescribed by the Central Government from time to time, the combined holding of all persons resident outside India in the paid up equity share capital of a depository shall not exceed, at any time, forty-nine percent of its total paid up
22 (1) No person shall, directly or indirectly, acquire or hold equity shares or voting rights of a depository unless he is a fit and proper person. The depository shall ensure that all its shareholders are fit and proper persons: Provided that such a requirement to ensure that all its shareholders are fit and proper persons shall not be applicable to a listed depository for shareholding of a person who directly or indirectly, acquires or holds less than two percent equity shares or voting rights of such listed depository.
22 (2) Any person(s) who acquires equity shares or voting rights, in a depository, directly or indirectly, either individually or together with persons acting in concert, that entitles the 10 person(s) so acquiring to exercise voting rights of two percent upto five percent, shall seek approval of the Board within fifteen days of such acquisition.
22 (3) Any person eligible to acquire or hold more than five percent of the paid up equity share capital under sub-regulation (1) and sub-regulation (2) of regulation 21 may acquire or hold more than five percent of the paid up equity share capital of a depository only if the person has obtained prior approval of the Board.
22 (4) The application for seeking approval in terms of sub-regulation (2) or sub-regulation(3) of this regulation shall be made to the Board in Form E of the First Schedule throughthe depository concerned.
22 (5) The depository shall verify the declarations/ undertakings given by the shareholders under sub-regulation (4) and forward the application, along with its recommendation for approval of the Board.
22 (6) If approval under sub-regulation (2) is not granted by the Board to any person, such person shall forthwith divest his entire shareholding in the depository .
22 (7) Any person holding two percent or more of the paid up equity share capital in a depository shall file a declaration within fifteen days from the end of every financial year to the depository that he complies with the fit and proper criteria. Monitoring of shareholding limits 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
23 (1)The depository shall ensure that all its directors and key management personnel are fit and proper persons at all times.
23 (2) For the purpose of determining whether an applicant , depository , its shareholder, director, key management personnel or a participant, is a fit and proper person under these regulations, the criteria specified under regulation 20 of Securities Contracts (Regulation) (Stock exchanges and Clearing Corporations) Regulations, 2018, shall be applicable
23 (3) If any question arises on the decision of a depository as to whether a person is fit and proper, the Boards decision on such question shall be final.
24 (1) The governing board of every depository shall include:(a) shareholder directors;(b) public interest directors; and,(c) managing director.
24 (2) Subject to prior approval of the Board , the chairperson shall be elected by the governing board from amongst the public interest directors.
24 (3) The number of public interest directors shall not be less than the number of shareholder directors on the governing board of a Depository.
24 (4) The number of public interest directors shall not be less than the number of shareholder directors to constitute the quorum for the meeting of the governing board.
24 (5) The voting on a resolution in the meeting of the governing board shall be valid only when the number of public interest directors that have cast their vote on such resolution is equal to or more than the number of shareholder directors who have cast their vote on such resolution.
24 (6) The casting vote in the meetings of the governing board of the depository shall be with the chairperson of the governing board.
24 (7) The managing director shall be included in the category of shareholder directors.
24 (8) Any employee of a depository may be appointed on the governing board in addition to the managing director , and such director shall be deemed to be a shareholder director:
24 (9) No depository participant or their associates and agents, irrespective of the depository of which they are members, shall be on the governing board of a depository . 12
24 (10) A person who is a director in an entity, that itself is a depository participant or has associate(s) as depository participant, he/she will be deemed to be a depository participant: Provided a person shall not be deemed to be Depository Participant or their associate for the purpose of sub-regulation 10, if he/she is on the board of a Public Financial Institution or Bank which is in public sector, or which has no identifiable ultimate promoter, or the ultimate promoter is in public sector or has well diversified shareholding, and such Public Financial Institution or Bank or its associate is a Depository Participant: Provided further that the independent directors of associates of Public Financial Institution or Bank in public sector, who is a Depository Participant and where the majority shareholding is that of such Public Financial Institution or Bank in public sector, shall not be deemed to be Depository Participant for the purpose of sub-regulation 10.
24 (11) The appointment of director shall be subject to fulfillment of other requirements and satisfaction of the Board.
24 (12) Depository shall monitor and ensure the compliance of sub-regulation 9 on continuous basis, to ensure that directors appointed, on their governing board, do not get associated with Depository Participant after approval and appointment.
24 (13) No foreign portfolio investor shall have any representation in the governing board of adepository.
25 (1) The appointment and re-appointment of all shareholder directors on the governing board of every depository shall be with the prior approval of the Board.
25 (2) The public interest directors on the governing board of a depository shall be nominated by the Board.
25 (3) Public interest directors shall be nominated for a term of three years, extendable by another term of three years, subject to performance review in the manner as may be specified by the Board : Provided that post the expiry of term(s) at a depository , a public interest director may be nominated for a term of three years in other depository or recognized stock exchange or a recognized clearing corporation , only after a cooling-off period of one year: Provided further that a person shall be nominated as a public interest director for a maximum of three terms across a depository / a recognized stock exchange / a recognized clearing corporation , subject to a maximum age limit of seventy five years. 13
25 (4) A public interest director on the board of a depository shall not act simultaneously as director on the board of its subsidiary or on the board of any other depository or recognized stock exchange or recognized clearing corporation or on the board of subsidiary of such other depository or recognized stock exchange or recognized clearing corporation.
25 (5) A public interest director on the board of a depository shall not act simultaneously as member on more than five committees of that depository .
25 (6) A public interest director on the board of a depository shall keep its governing board apprised of any conflict of interest, which may arise as a result of the public interest director providing services, either directly or indirectly, to depository participants or their associates and agents.
25 (7) No public interest director shall become a shareholder director unless there is a cooling- off period of three years after ceasing to be a public interest director
25 (8) No public interest director on the governing board of a depository shall become a director on the board of subsidiary of that depository unless there is a cooling-off period of three years after ceasing to be a public interest director .
25 (9) Public interest directors shall be remunerated only by way of payment of sitting fees as admissible to independent directors in the Companies Act, 2013 .
25 (10) If any issue arises as to whether an assignment or position of a public interest director is in conflict with his role, the Boards decision shall be final .
25 (11) For the purpose of this regulation, the procedure for appointment of directors is prescribed under Part C of the Second Schedule.
26 (1) The appointment, renewal of appointment and termination of service of the managing director of a depository shall be subject to prior approval of the Board.
26 (2) Every depository shall, subject to the guidelines issued by the Board from time to time, determine the qualification, manner of appointment, terms and conditions of appointment and other procedural formalities relating to the selection/ appointment of the managing director .
26 (3) The appointment of the managing director shall be for a term not exceeding five years: Provided that post the completion of first term as Managing Director, the depository shall conduct the appointment process afresh: Provided further that a person may be appointed as Managing Director by the depository for a maximum of two terms not exceeding five years each subject to a maximum age limit of sixty five years.
26 (4) The managing director of a depository shall not (a) be a shareholder or an associate of a shareholder of a depository or shareholder of anassociate of a depository ;14(b) be a depository participant, or his associate and agent, or shareholder of a depository participant or shareholder of an associate and agent of a depository participant; or(c) hold any position concurrently in the subsidiary of a depository or in any other entityassociated with a depository :Provided that the managing director of a depository may be appointed on the governingboard, but not as managing director, of the subsidiary or associate of a depository .
26 (5) The managing director shall be liable for removal or termination of services by the governing board of the depository with the prior approval of the Board for failure to give effect to the directions, guidelines and other orders issued by the Board, or the rules, instructions, the articles of association and bye-laws of the depository .
26 (6) The Board may suo motu remove or terminate the appointment of the managing director if deemed fit in the interest of securities market: Provided that no managing director shall be removed unless he has been given a reasonable opportunity of being heard.
26 (7) The conditions specified under this regulation for appointment of managing director shall be applicable to a person holding position as managing director in a depository on the date of commencement of these regulations. the completion of the existing term and the prior term(s) completed by a managing director on
27 (1) Every director of a depository shall abide by the Code of Conduct specified under Part-B of Third Schedule of these regulations.
27 (2) Every director and key management personnel of a depository shall abide by the Code of Ethics specified under Part-C of Third Schedule of these regulations.
27 (3) Every director and key management personnel of a depository shall satisfy the fit and proper person criteria at all times as per sub-regulation (2) of regulation 23.
27 (4) The Board may, for any failure by the directors to abide by these regulations or the Code of Conduct or Code of Ethics or in case of any conflict of interest, either upon a reference from the depository or suo motu, take appropriate action including removal or termination of the appointment of any director, after providing him a reasonable opportunity of being heard.
28 (1) A depository shall constitute a Nomination and Remuneration Committee comprising a majority of public interest director s and chaired by a public interest director . 15
28 (2) The Nomination and Remuneration Committee shall determine the compensation of key management personnel in terms of a compensation policy.
28 (3) The compensation policy shall be determined by Nomination and Remuneration committee in accordance with the norms specified by the Board under Part D of Second Schedule.
28 (4) The compensation payable to the managing director shall be as approved by the Board and the terms and conditions of the compensation of the managing director shall not be changed without prior approval of the Board.
28 (5) The compensation given to the key management personnel shall be disclosed in the Report of the depository under section 134 of the Companies Act, 2013 .
28 (6) The report under sub-regulation (5) shall comprise of ratio of compensation paid to each key management personnel, vis-a-viz. median of compensation paid to other employees of thedepository.
28 (7) The tenure of a key management personnel, other than a director , in a department, shall be for a fixed period, as may be decided by the Nomination and Remuneration committee.
29 The depository shall segregate its regulatory departments from other departments in the manner specified in Fourth Schedule of these regulations.
30 (1) The depository shall constitute the committees as per sub-regulation (2) and sub- regulation (3).
30 (2) Functional committee, comprising of:(a) Member 1[*] committee;(b)(c)2[*] grievance redressal committee; andNomination and remuneration committee.
30 (3) Oversight committees, comprising of:(a)(b)(c)(d)Standing committee on technology;Advisory committee;Regulatory oversight committee; and Risk management committee. Prior to its omission, it read as selection . Prior to its omission, it read as Investor.
30 (4) The composition, quorum and functions of the committees under sub-regulation (2) and
31 (1) The disclosure requirements and corporate governance norms as specified for listed companies shall mutatis mutandis apply to a depository .
31 (2) The governing board of a depository shall confirm compliance of sub-regulation (1) in writing on half yearly basis to the Board.
31 (3) Depository shall disclose resources committed towards strengthening regulatory functions and towards ensuring compliance with regulatory requirements applicable to the depository,
32 (1) An application for the grant of a certificate of registration as a participant shall be made to the Board in Form F of the First Schedule, through the depository in which the applicant proposes to act as a participant, shall be accompanied by the fee specified in Part A of the Second Schedule and be paid in the manner specified in Part B thereof.
32 (2) The depository shall forward to the Board the application in Form F of the First Schedule as early as possible, but not later than thirty days along with its recommendations and certifying that the participant complies with the eligibility criteria including adequate infrastructure as provided for in these regulations and the bye-laws of the depository .
33 An application in Form F of the First Schedule, which is not complete in all respects and does not conform to the instructions specified therein, shall be rejected : Provided that before rejecting any such application, the applicant shall be given in writing an opportunity to remove within thirty days of the date of communication in this regard , the objections indicated by the Board : 17 Provided further that the Board may, on being satisfied that it is necessary to extend the period specified in the first proviso, extend such period by such further time as it thinks necessary in order to enable the applicant to remove the objections indicated by the Board .
34 (1) The Board may require the applicant , or the depository to which the applicant is to be admitted as a participant, to furnish such further information or clarification as may be considered necessary for the grant of a certificate of registration to the applicant .
34 (2) The applicant or his authorised representative shall, if so required, appear before the Board for personal representation in connection with the grant of a certificate of registration.
35 For the purpose of grant of certificate of registration, the Board shall take into account all matters which are relevant to or relating to the efficient and orderly functioning of a participant and in particular, whether the applicant complies with the following requirements, namely : (a) the applicant belongs to one of the following categories, (i) a public financial institution as defined in section 2(72) of the Companies Act, 2013;(ii) a bank included for the time being in the Second Schedule to the Reserve Bank ofIndia Act, 1934 ;(iii) a foreign bank operating in India with the approval of the Reserve Bank of India;(iv) a State Financial Corporation established under the provisions of section 3 of the StateFinancial Corporations Act, 1951 ;(v) an institution engaged in providing financial services, promoted by any of theinstitutions mentioned in sub-clauses (i), (ii), (iii) and (iv), jointly or severally;(vi) a custodian of securities who has been granted a certificate of registration by the Boardunder sub-section (1A) of section 12 of the Act;(vii) a clearing corporation or a clearing house of a stock exchange;(viii) a stock broker who has been granted a certificate of registration by the Board undersub-section (1) of section 12 of the Act :Provided that the stock broker shall have a minimum net worth of rupees fifty lakhsand the aggregate value of portfolio of securities of the beneficial owners held indematerialised form in a depository through him, shall not exceed hundred times of thenet worth of the stock broker:18Provided further that if the stock broker seeks to act as a participant in more than one depository , he shall comply with the criteria specified in the first proviso separately foreach such depository :Provided also that where the stock broker has a minimum net worth of rupees tencrore, the limits on the aggregate value of the portfolio of securities of the beneficialowners held in dematerialized form in a depository through him shall not beapplicable;(ix) a non-banking finance company, having a net worth of not less than rupees fifty lakhs:Provided that such company shall act as a participant only on behalf of itself and noton behalf of any other person:Provided further that a non-banking finance company may act as a participant onbehalf of any other person, if it has a net worth of rupees fifty crore in addition to thenet worth specified by any other authority;(x) a registrar to an issue or share transfer agent who has a minimum net worth of rupeesten crores and who has been granted a certificate of registration by the Board undersub-section (1) of section 12 of the Act;(b) the applicant is eligible to be admitted as a participant of the depository through which ithas made the application to the Board;(c) the applicant has adequate infrastructure, systems, safeguards and trained staff to carry onactivity as a participant ;(d) the applicant is a fit and proper person; and(e) the grant of certificate of registration is in the interests of investors in the securitiesmarket.
36 (1) After considering the application under regulation 32, with reference to the matters specified in regulation 35, if the Board is satisfied that the applicant is eligible for grant of certificate of registration, grant a certificate in Form G of the First Schedule .
36 (2) The grant of certificate of registration in Form G of the First Schedule shall be subject to the following, namely: (a) the participant shall pay the registration fee specified in Part A of the Second Schedule inthe manner specified in Part B thereof, within fifteen days of the receipt of intimation fromthe Board;(b) the participant shall comply with the provisions of the Act, Depositories Act, the bye-laws , agreements and these regulations;(c) the depository through which an application for certificate of registration has beenforwarded holds a certificate of commencement of business under regulation 16;(d) where the participant proposes change in control, it shall obtain prior approval of theBoard for continuing to act as such after the change;19(e) if any information previously submitted by the participant to the Board is found to be falseor misleading in any material particular, or if there is any change in such information, theparticipant shall forthwith inform the Board in writing ; (f) the participant shall redress the grievances of beneficial owners within thirty days of thedate of the receipt of the complaint and keep the depository informed about the number andthe nature of redressals; and(g) the participant shall pay annual fees specified in Part A of the Second Schedule in themanner specified in Part B thereof.
36 (3) The certificate of registration granted under sub-regulation (1) shall be valid unless it is suspended or cancelled by the Board.
36 (4) The participant who has already been granted certificate of registration by the Board, prior to the commencement of the Securities and Exchange Board of India (Change in Conditions of Registration of Certain Intermediaries) (Amendment) Regulations, 2016 shall be deemed to have been granted a certificate of registration, in terms of sub-regulation (1).
36 (5) The participant, to keep the registration in force, shall pay registration fee as specified in Part A of the Second Schedule for every five years from the sixth year of the date of grant of certificate of registration or of the date of grant of certificate of initial registration granted prior to the commencement of the Securities and Exchange Board of India (Change in Conditions of Registration of Certain Intermediaries) (Amendment) Regulations, 2016, as the case may be.
36 (6) The fee specified in sub-regulation (5) shall be paid three months prior to the expiry of the block for which the fee has been paid.
36 (7) The participant shall immediately intimate the Board, details of changes that have taken place
37 The participant holding a certificate of registration shall, at all times, abide by the Code of Conduct as specified in Part A of Third Schedule .
38 (1) A participant who has been granted a certificate of registration may act as a participant of another depository without obtaining separate certificate of registration subject to approval by such other depository .
38 (2) Such a participant who desires to act as a participant of another depository shall apply to such other depository for approval in the manner as specified by the Board.
38 (3) On receipt of an application under sub-regulation (2), the depository shall, on being satisfied with the compliance of the provisions of these regulations and other relevant eligibility requirements specified by the Board, grant approval to act as its participant subject 20 to payment of registration fees specified in Part A of Second Schedule in the manner specified in Part B thereof, by the participant within fifteen days of the receipt of intimation from thedepository.
38 (4) The depository shall inform the Board about the approval granted under sub-regulation
38 (5) A participant who has been granted approval under sub-regulation (3) shall pay annual fees specified in Part A of Second Schedule in the manner specified in Part B thereof, separately for each depository .
38 (6) To keep the registration in force, a participant who has been granted approval under sub- regulation (3) shall pay registration fees specified in Part A of Second Schedule in the manner specified in Part B thereof, for every five years from the sixth year of the date of grant of
39 (1) Where an application for the grant of certificate of registration under regulation 32 does not satisfy the requirements specified in regulation 35, the Board shall reject the application after giving the applicant an opportunity of being heard.
39 (2) The decision of the Board to reject the application shall be communicated to the applicant in writing within thirty days of such decision, stating therein the grounds on which the
40 The depositories, participants, issuers, and issuers agents, in addition to the rights and obligations laid down in the Depositories Act and the bye-laws shall have the rights and obligations arising from the agreements entered into by them.
41 Every depository shall, in its bye-laws, state the specific securities which are eligible for being held in dematerialised form in the depository . Security eligible for dematerialisation
42 The following securities shall be eligible for being held in dematerialised form in a depository : (a) shares, scrips, stocks, bonds, debentures, debenture stock , Indian Depository Receipts orother marketable securities of a like nature in or of any incorporated company or other bodycorporate;(b) units of mutual funds, rights under collective investment schemes and venture capital funds,commercial paper, certificates of deposit, securitised debt, money market instruments,Government securities and unlisted securities shall also be similarly eligible for being heldin dematerialised form in a depository;(c) any other security as may be specified by the Board from time to time, by way of anotification in the Official Gazette and subject to such conditions as it may deem fit toimpose.
43 (1) Either on the issuer or on the investor exercising an option to hold his securities with a depository in dematerialised form, the issuer shall enter into an agreement with the depository to enable the investor to dematerialise the securities: Provided that no agreement shall be required to be entered into where the depository itself is an issuer of securities: Provided further that no such agreement shall be required to be entered into where the State or the Central Government is the issuer of Government securities.
43 (2) Where the issuer has appointed a Registrar to the Issue or Share Transfer Agent , who has been granted certificate of registration by the Board under sub-section (1) of section 12 of the Act, the depository shall enter into a tripartite agreement with the issuer and the Registrar to the Issue or Share Transfer Agent , as the case may be, in respect of the securities to be declared by the depository as eligible to be held in dematerialised form .
44 Every depository shall have systems and procedures which will enable it to co-ordinate with the issuer or its agent, and the participants, to reconcile the records of ownership of securities with the issuer or its agent, as the case may be, and with participants, on a daily basis.
45 Every depository shall maintain continuous electronic means of communication with all its participants, issuers or issuers agents, as the case may be, clearing houses and clearing corporations of the stock exchanges and with other depositories. Mechanism for investor protection
46 The depository shall satisfy the Board that it has a mechanism in place to ensure that the interests of the persons buying and selling securities held in the depository are adequatelyprotected.
47 Every depository shall allow any participant to withdraw, or transfer its account, if the request for such withdrawal or transfer is in accordance with conditions stipulated therefor in the bye-laws of the depository .
48 Every depository shall have adequate mechanisms for the purposes of reviewing, monitoring and evaluating the depositorys controls systems, procedures and safeguards.
49 Every depository shall cause an inspection of its controls, systems, procedures and safeguards to be carried out annually and forward a copy of the report to the Board.
50 A depository shall have adequate Business Continuity Plan for data and electronic records to prevent, prepare for, and recover from any disaster .
51 Every depository shall devise and maintain a wind-down plan in accordance with guidelines specified by the Board. action employed, for transfer of the beneficial owner accounts and other two operational powers of the depository to an alternative institution that would take over the operations of the depository in scenarios such as erosion of net-worth of the depository or its insolvency or its inability to provide critical depository operations or services.
52 Every depository shall take adequate measures including insurance to protect the interests of the beneficial owners against risks likely to be incurred on account of its activities as adepository.23
53 Where records are kept electronically by the depository, it shall ensure that the integrity of the automatic data processing systems is maintained at all times and take all precautions necessary to ensure that the records are not lost, destroyed or tampered with and in the event of loss or destruction, ensure that sufficient back up of records is available at all times at a different place.
54 (1) Every depository shall maintain the following records and documents, namely : (a) records of securities dematerialised and rematerialised;(b) the names of the transferor, transferee, and the dates of transfer of securities;(c) a register and an index of beneficial owners;(d) details of the holding of the securities of beneficial owners as at the end of each day;(e) records of instructions received from and sent to participants, issuers, issuers agents andbeneficial owners;(f) records of approval, notice, entry and cancellation of pledge or hypothecation, as the casemay be;(g) details of participants;(h) details of securities declared to be eligible for dematerialisation in the depository ; and(i) such other records as may be specified by the Board for carrying on the activities as a depository .
54 (2) Every depository shall intimate the Board the place where the records and documents aremaintained.
55 Every depository shall extend all such co-operation to the beneficial owners, issuers, issuers agents, custodians of securities, other depositories and clearing organizations as is necessary for the effective, prompt and accurate clearance and settlement of securities transactions and conduct of business.
56 In order to enable generation of a consolidated account statement for the use of a beneficial owner in respect of all demat assets held by him, the depository shall enter into necessary agreements for sharing of such information. 24
57 No depository shall assign or delegate to any other person its functions as a depository, without the prior approval of the Board.
58 Every participant shall enter into an agreement with a beneficial owner before acting as a participant on his behalf, in a manner specified by the depository in its bye-laws .
59 (1) Separate accounts shall be opened by every participant in the name of each of the beneficial owners and the securities of each beneficial owner shall be segregated, and shall not be mixed up with the securities of other beneficial owners or with the participants ownsecurities.
59 (2) A participant shall register the transfer of securities to or from a beneficial owners account only on receipt of instructions from the beneficial owner and thereafter confirm the same to the beneficial owner in a manner as specified by the depository in its bye-laws .
59 (3) Every entry in the beneficial owners account shall be supported by electronic instructions or any other mode of instruction received from the beneficial owner in accordance with the
60 Every participant shall provide statements of account to the beneficial owner in such form and in such manner and at such time as provided in the agreement with the beneficial owner .
61 Every participant shall allow a beneficial owner to withdraw or transfer from his account in such manner as specified in the agreement with the beneficial owner .
62 Every participant shall maintain continuous electronic means of communication with each depository in which it is a participant.
63 Every participant shall have adequate mechanism for the purpose of reviewing, monitoring and evaluating the participants internal accounting controls and systems. 25
64 Every participant shall reconcile his records with every depository in which it is a participant on a daily basis.
65 Every participant shall submit periodic returns to the Board and to every depository in which it is a participant in the format specified by the Board or the bye-laws of the depository, as the case may be.
66 (1) Every participant shall maintain the following records and documents, namely : (a) records of all the transactions entered into with a depository and with a beneficial owner;(b) details of securities dematerialised, rematerialised on behalf of beneficial owners withwhom it has entered into an agreement;(c) records of instructions received from beneficial owners and statements of accountprovided to beneficial owners; and(d) records of approval, notice, entry and cancellation of pledge or hypothecation, as thecase may be.
66 (2) Every participant shall make available for the inspection of the depository in which it is a participant all records referred to in sub-regulation (1).
66 (3) Every participant shall allow persons authorised by the depository in which it is a participant to enter its premises during normal office hours and inspect its records.
66 (4) Every participant shall intimate the Board the place where the records and documents aremaintained.
66 (5) Subject to the provisions of any other law, the participant shall preserve records and
67 Where records are kept electronically by the participant it shall ensure that the integrity of the data processing systems is maintained at all times and take all precautions necessary to ensure that the records are not lost, destroyed or tampered with and in the event of loss or destruction, ensure that sufficient back up of records is available at all times at a different place. Records to be maintained depository-wise
68 If a participant enters into an agreement with more than one depository , it shall maintain the records specified in regulation 66 separately in respect of each depository .
69 No participant shall assign or delegate its functions as participant to any other person, without the prior approval of the depository.
70 Every issuer whose securities have been declared as eligible to be held in dematerialised form in a depository shall enter into an agreement with the depository in accordance with the provisions of regulation 43 : Provided that no agreement shall be required to be entered into in case, (i) the depository is the issuer of securities ; or(ii) the State or the Central Government is the issuer of Government securities .
71 All matters relating to transfer of securities, maintenance of records of holders of securities , handling of physical securities and establishing connectivity with the depositories shall be handled and maintained at a single point i.e. either in-house by the issuer or by a Share Transfer Agent registered with the Board.
72 Every issuer or its agent or any person who is registered as an intermediary under this regulation, shall redress the grievances of beneficial owners within thirty days of the date of receipt of the complaint and keep the depository informed about the number and nature of grievances redressed by it and the number of grievances pending before it.
73 (1) Every depository shall establish and maintain an Investor Protection Fund for the protection of interest of beneficial owners: Provided that this Fund shall not be used by the depository for the purpose of indemnifying the beneficial owner under section 16 of the Depositories Act, 1996.
73 (2) Every depository shall credit five percent or such percentage as may be specified by the Board , of its profits from depository operations every year to the Investor Protection Fund.
73 (3) The contribution to and utilization of the Investor Protection Fund shall be in accordance with the norms specified by the Board. 27
74 (1) Any beneficial owner, who has entered into an agreement with a participant, shall inform the participant of the details of the certificate of security which is to be dematerialised, and shall surrender such certificate to the participant : Provided that where a beneficial owner has appointed a custodian of securities , then he may surrender the certificates of security to the participant through his custodian of securities .
74 (2) The participant shall, on receipt of information under sub-regulation (1), forward such details of the certificate of security to the depository and shall confirm to the depository that an agreement has been entered into between the participant and the beneficial owner .
74 (3) The participant shall maintain records indicating the names of beneficial owners of the securities surrendered, the number of securities and other details of the certificate of securityreceived.
74 (4) The participant shall, within seven days of the receipt of certificate of security referred to in sub-regulation (1) furnish to the issuer details specified in sub-regulation (2) along with the certificate of security.
74 (5) Within fifteen days of receipt of the certificate of security from the participant the issuer shall confirm to the depository that securities comprised in the said certificate have been listed on the stock exchange or exchanges where the earlier issued securities are listed and shall also after due verification immediately mutilate and cancel the certificate of security and substitute in its record the name of the depository as the registered owner and shall send a certificate to this effect to the depository and to every stock exchange where the security is listed: Provided that in case of unlisted companies the condition of listing on all the stock exchanges where earlier issued shares are listed, shall not be applicable.
74 (6) Immediately upon receipt of information from the issuer under sub-regulation (5), the depository shall enter in its records the name of the person who has surrendered the certificate of security as the beneficial owner, as well as the name of the participant from whom it has received intimation under sub-regulation (2), and shall send an intimation of the same to theparticipant.
74 (7) The issuer shall maintain a record of certificates of securities which have beendematerialised.
75 The issuer or its agent shall reconcile the records of dematerialised securities with all the securities issued by the issuer, on a daily basis: Provided that where the State or the Central Government is the issuer of Government securities, the depository shall, on a daily basis, reconcile the records of the dematerialisedsecurities.28
76 (1) Every issuer shall submit audit report on a quarterly basis, starting from September 30, 2003, to the concerned stock exchanges audited by a qualified Chartered Accountant or a practicing Company Secretary, for the purposes of reconciliation of the total issued capital, listed capital and capital held by depositories in dematerialized form, the details of changes in share capital during the quarter and the in-principle approval obtained by the issuer from all the stock exchanges where it is listed in respect of such further issued capital.
76 (2) The audit report under sub-regulation (1) shall also give the updated status of the register of members of the issuer and confirm that securities have been dematerialized as per requests within twenty one days from the date of receipt of requests by the issuer and where the dematerialization has not been effected within the said stipulated period, the report shall disclose the reasons for such delay.
76 (3) The issuer shall immediately bring to the notice of the depositories and the stock exchanges, any difference observed in its issued, listed, and the capital held by depositories in dematerialised form.
77 Every issuer or its agent shall establish continuous electronic means of communication with the depository with which it has entered into an agreement.
78 Every issuer whose securities have been declared as eligible for dematerialisation in a depository shall give information to the depository about book closures, record dates, dates for the payment of interest or dividend, dates for annual general meetings and other meetings, dates for redemption of debentures, dates for conversion of debentures and warrants, call money dates and such other information at the time and in the manner as may be specified by the depository in its bye-laws or agreement: Provided that no such information would be required to be given to the depository where the State or the Central Government is the issuer of Government securities.
79 (1) If a beneficial owner intends to create a pledge on a security owned by him he shall make an application to the depository through the participant who has his account in respect of suchsecurities.
79 (2) The participant after satisfaction that the securities are available for pledge shall make a note in its records of the notice of pledge and forward the application to the depository . 29
79 (3) Within fifteen days of receipt of the application, the depository shall after concurrence of the pledgee through its participant, create and record the pledge and send an intimation of the same to the participants of the pledger and the pledgee .
79 (4) On receipt of the intimation under sub-regulation (3) the participants of both the pledger and the pledgee shall inform the pledger and the pledgee respectively of the entry of creation of the pledge.
79 (5) If the depository does not create the pledge, it shall send along with the reasons an intimation to the participants of the pledger and the pledgee .
79 (6) The entry of pledge made under sub-regulation (3) may be cancelled by the depository if pledger or the pledgee makes an application to the depository through its participant: Provided that no entry of pledge shall be cancelled by the depository without prior concurrence of the pledgee.
79 (7) The depository on the cancellation of the entry of pledge shall inform the participant of thepledger.
79 (8) Subject to the provisions of the pledge document, the pledgee may invoke the pledge and on such invocation , the depository shall register the pledgee as beneficial owner of such securities and amend its records accordingly.
79 (9) After amending its records under sub-regulation (8) the depository shall immediately inform the participants of the pledger and pledgee of the change who in turn shall make the necessary changes in their records and inform the pledger and pledgee respectively.
79 (10) If a beneficial owner intends to create a hypothecation on a security owned by him he may do so in accordance with the provisions of sub-regulations (1) to (9).
79 (11) The provisions of sub-regulations (1) to (9) shall mutatis mutandis apply in such cases of hypothecation: Provided that the depository before registering the hypothecatee as a beneficial owner shall obtain the prior concurrence of the hypothecator.
79 (12) No transfer of security in respect of which a notice or entry of pledge or hypothecation is in force shall be effected by a participant without the concurrence of the pledgee or the hypothecatee, as the case may be. for margin and / or settlement obligations of the client or such other purposes as specified by
80 (1) A depository or a participant or any of their employees shall not render, directly or indirectly, any investment advice about any security in the publicly accessible media, whether real-time or non-real-time, unless a disclosure of his interest including long or short position in the said security has been made, while rendering such advice.
80 (2) In case an employee of the depository or the participant is rendering such advice, he shall also disclose the interest of his dependent family members and the employer including their long or short position in the said security, while rendering such advice.
81 A depository and a participant shall appoint a compliance officer who shall be responsible for monitoring the compliance of the Act, rules and regulations, notifications, guidelines, instructions, etc., issued thereunder and for redressal of investors grievances.
81 (2) The compliance officer shall immediately and independently report to the Board any non-compliance observed by him.
82 A depository shall ensure equal, unrestricted, transparent and fair access to all persons
83 (1) Subject to the provisions of applicable laws in force, a depository may apply for listing of its securities on a recognised stock exchange if, (a) it is compliant with the provisions of these regulations particularly those relating toownership and governance;(b) it has completed three years of continuous depository operations immediatelypreceding the date of application of listing ; and(c) it has obtained approval of the Board.
83 (2) The Board may specify such conditions as it may deem fit in the interest of the securities market including those in relation to transfer of shares held by any person.
84 The Board may appoint one or more persons as inspecting officer to undertake inspection of the books of account, records, documents and infrastructure, systems and procedures, or to investigate the affairs of a depository , a participant, a beneficial owner an issuer or its agent for any of the following purposes, namely: (a)(b)(c)(d)(e)to ensure that the books of account are being maintained by the depository , participant, issuer or its agent in the manner specified in these regulations ;to look into the complaints received from the depositories, participants, issuer s, issuer sagents, beneficial owners or any other person;to ascertain whether the provisions of the Act, the Depositories Act, the bye-laws,agreements and these regulations are being complied with by the depository , participant,beneficial owner, issuer or its agent;to ascertain whether the systems, procedures and safeguards being followed by a depository , participant, beneficial owner, issuer or its agent are adequate;to suo motu ensure that the affairs of a depository , participant, beneficial owner, issuer orits agent, are being conducted in a manner which are in the interest of the investors or thesecurities market.
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.
85 (2) Notwithstanding anything contained in sub-regulation (1), where the Board is satisfied that in the interest of the investors no such notice should be given , it may, by an order in writing direct that such inspection be taken up without such notice.
85 (3) During the course of an inspection or investigation, the depository, a participant, a beneficial owner, an issuer or its agent against whom the inspection or investigation is being carried out shall be bound to discharge his obligation as provided in regulation 86.
86 (1) It shall be the duty of the depository , a participant, a beneficial owner, an issuer or its agent whose affairs are being inspected or investigated, and of every director, officer and employee thereof, to produce to the inspecting officer such books, securities, accounts, records and other documents in its custody or control and furnish him with such statements and information relating to his activities as a depository , a participant, a beneficial owner, an issuer or its agent, as the inspecting officer may require, within such reasonable period as the inspecting officer may specify.
86 (2) The depository, a participant, a beneficial owner, an issuer or its agent also allow the inspecting officer to have reasonable access to the premises occupied by him or by any other 32 person on his behalf and also extend reasonable facility for examining any books, records, documents and computer data in the possession of the depository, a participant, a beneficial owner, an issuer or its agent or such other person and also provide copies of documents or other materials which, in the opinion of the inspecting officer are relevant for the purposes of the inspection.
86 (3) The inspecting officer, in the course of inspection or investigation, shall be entitled to examine or to record the statements of any director, officer or employee of the depository , a participant, a beneficial owner, an issuer or its agent.
86 (4) It shall be the duty of every director, officer or employee of the depository , a participant, a beneficial owner, an issuer or its agent to give to the inspecting officer all assistance in connection with the inspection, which the inspecting officer may reasonably require.
87 The inspecting officer shall, as soon as possible, on completion of the inspection or investigation as the case may be, submit a report to the Board : Provided that if directed to do so by the Board , he may submit interim reports.
88 The Board or the Chairman shall after consideration of inspection or investigation report take such action as the Board or Chairman may deem fit and appropriate including action
89 The Board shall have the power to appoint an auditor to inspect or investigate, into the books of account, records, documents, infrastructures, systems and procedures or affairs of a depository , a participant, a beneficial owner, an issuer or its agent : Provided that the auditor so appointed shall have the same powers of the inspecting or investigating officer as stated in regulations 84 and 85, and the obligation of the depository , participant, beneficial owner, issuer or its agent and their respective directors, officers and employees, as the case may be, as stated in regulation 86, shall be applicable to the inspection or investigation under this regulation.
90 The Board shall be entitled to recover from the depository, participant, beneficial owner, issuer or its agent, as the case may be, such expenses including fees paid to the auditors as may be incurred by it for the purposes of inspecting or investigating the books of account, records, documents, infrastructures, system and procedures of the depository, participant, beneficial owner, issuer or its agent, as the case may be. 33
91 Nothing contained in this Chapter shall be applicable to the State or the Central Government
92 Without prejudice to the power of the Board to take action, under the provisions of the Act and the Depositories Act, if a depository or a participant:-(a) contravenes any of the provisions of the Act, the Depositories Act, the bye-laws,agreements and these regulations;(b) fails to furnish any information relating to its activity as a depository or participant asrequired under these regulations;(c) does not furnish the information called for by the Board under clause (a) of sub-section (1)of section 18 of the Depositories Act or furnishes information which is false or misleadingin any material particular;(d) does not co-operate in any inspection or investigation or enquiry conducted by the Board;(e) fails to comply with any direction of the Board issued under section 18 of the DepositoriesAct;(f) fails to pay the annual fee referred to in regulation 8,shall be dealt with in the manner provided under Chapter V of the Securities and ExchangeBoard of India (Intermediaries) Regulations, 2008.
93 (1) If an issuer or its agent -(a) contravenes any of the provisions of the Depositories Act, the byelaws, agreements,these regulations and directions issued thereunder;(b) fails to furnish any information relating to its activity as an issuer as required underthese regulations;(c) does not furnish the information called for by the Board under clause (a) of sub-section (1) of section 18 of the Depositories Act or furnishes information which is false ormisleading in any material particular;(d) does not co-operate in any inspection or investigation or enquiry conducted by theBoard;(e) fails to comply with any direction of the Board issued under section 18 of theDepositories Act,34the Board may, without prejudice to any other action which it may take under the Act, takeany action against such issuer or its agent under the Depositories Act.
93 (2) The depository shall conduct inspection of the records of the issuers or agents, as the case may be to ensure that the records of dematerialised securities are reconciled with all the
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 in technological aspects relating to testing new products, processes, services, business models, etc. in live environment of regulatory sandbox in the securities markets .
93A (2) Any exemption granted by the Board under sub-regulation (1) shall be subject to the applicant satisfying such conditions as may be specified by the Board including conditions to be complied with on a continuous basis. environment where new products, processes, services, business models, etc. may be deployed on a limited set of eligible customers for a specified period of time, for furthering innovation in the
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 35 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: (a) directing a person holding equity shares or rights over equity shares in a depository incontravention of these regulations to divest his holding, in such manner as may be specified inthe direction;(b) directing transfer of any proceeds or securities to the Investor Protection Fund of adepository;(c) debarring any depository, any shareholder of such depository, or any associate and agentof such shareholder, or any transferee of shares from such shareholder, or applicant(s),director(s) and key management personnel(s) of the depository from accessing the securitiesmarket and/or dealing in securities for such period as may be determined by the Board.
96 In order to remove any difficulties in the interpretation or application of the provisions of these regulations, the Board shall have the power to issue directions through guidance notes orcirculars.
97 For the purposes of implementation of these regulations and matters incidental thereto, the Board may specify norms, procedures, processes, manners or guidelines as specified in these regulations, by way of circulars.
98 (1) On and from the commencement of these regulations, the Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996, shall stand repealed.
98 (2) Notwithstanding such repeal, anything done or any action taken or purported to have been taken or contemplated under the repealed regulations before the commencement of these regulations shall be deemed to have been done or taken or commenced or contemplated under the corresponding provisions of these regulations .
98 (3) After the repeal of the regulations referred to in sub-regulation (1), any reference thereto in any regulation, guideline, circular or direction issued by the Board shall be deemed to be a reference to the relevant provisions of these regulations .