MASTER CIRCULAR
SEBI/HO/MRD/MRD-PoD-1/P/CIR/2024/168 December 03, 2024 To, All Depositories Dear Sir / Madam, Subject: Master Circular for Depositories

1. Securities and Exchange Board of India (SEBI), from time to time, has been issuing
   various circulars/directions to Depositories. Further, a Master Circular in the form of a compilation of all the relevant circulars was issued on October 06, 2023. In order to enable the users to have access to all the applicable circulars/directions pertaining to depositories at one place, this Master Circular for Depositories has been prepared.
2. This Master Circular shall come into force from the date of its issuance. This Master
   Circular covers the relevant applicable circulars/communications pertaining to depositories issued by SEBI upto September 30, 2024. References to the Statutes/Regulations which now stand repealed have been suitably updated in the Master Circular. The list of circulars rescinded vide the instant circular is also updated in the Schedule-A to this circular.
3. Notwithstanding such rescission:
   a) anything done or any action taken or purported to have been done or taken under the rescinded circulars, including registrations or approvals granted, fees collected, registration or approval suspended or cancelled, any inspection or investigation or enquiry or adjudication commenced or show-cause notice issued, prior to such rescission, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular; b) any application made to SEBI under the rescinded circulars, prior to such rescission, and pending before it shall be deemed to have been made under the corresponding provisions of this Master Circular; c) the previous operation of the rescinded circulars or anything duly done or suffered thereunder, any right, privilege, obligation orliability acquired, accrued

or incurred under the rescinded circulars, any penalty, incurred in respect of any violation committed against the rescinded circulars, or any investigation, legal proceeding or remedy in respect of any such right, privilege, obligation, liability, penalty as aforesaid, shall remain unaffected as if the rescinded circulars have never been rescinded.
4. The Master Circular consists of four sections i.e. (1)Beneficial Owner (BO) Accounts,
(2)Depository Participants (DP) Related, (3)Issuer related and (4)Depositories Related. Efforts have been made to include provisions of circulars/communications relevant to each sections. However, cross referencing of circulars/communications amongst the sections may exist. Users may refer to other sections also for compliance to provisions applicable to them.
5. Words and expressions used but not defined in this Circular shall have the same
meanings as may be defined in Securities Contracts (Regulation) Act, 1956 or the Securities and Exchange Board of India Act, 1992 or the Depositories Act, 1996 or Regulations made thereunder i.e. Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018, SEBI (Depositories and Participants) Regulations, 2018, PIT Regulations, SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003, unless the context requires otherwise.
6. This Master Circular is issued in exercise of powers conferred under Section 11(1) of
the Securities and Exchange Board of India Act, 1992 to protect the interests of investors in securities and to promote the development of, and to regulate the securities market.
7. This Master Circular is available on the SEBI website at https://www.sebi.gov.in/
under the category “LegalMaster Circulars”.
Yours faithfully
Vishal Shukla
General Manager
Market Regulation Department
Email: vishals@sebi.gov.in
Phone 022-26449959

Table of Contents
Section - 1: Beneficial Owner (BO) Accounts
1.1 Opening of BO Account by non-body corporates
1.1.1 Proof of Identity (PoI)
1.1.2 Proof of Address (PoA)
1.1.3 Clarification on voluntary adaptation of Aadhaar based e-KYC process
1.1.4 Common and simplified norms for processing investor’s service requests by
RTAs and norms for furnishing PAN, KYC details and Nomination
1.1.5 SARAL Account Opening Form for resident individuals
1.1.6 Uniform Know Your Client (KYC) Requirements for the Securities Markets
1.1.7 Acceptance of third party address as correspondence address
1.2 Exemptions from and clarifications relating to mandatory requirement of PAN
1.3 Simplification of demat account opening process
1.4 Guidelines for online closure of demat accounts
1.5 Guidelines on Identification of Beneficial Ownership
1.6 Opening of demat account in case of HUF
1.7 Operation of minor’s demat account
1.8 Facility for a Basic Services Demat Account (BSDA)
1.9 Change of Name in the Beneficial Owner (BO) Account
1.10 Fees/Charges to be paid by BO
1.11 Framework for automated deactivation of trading and demat accounts in cases of
inadequate KYCs
1.12 Safeguards to address the concerns of the investors on transfer of securities in
dematerialized mode
1.13 Delivery Instruction Slip (DIS) Issuance and Processing
1.14 Nomination for Eligible Trading and Demat Accounts
1.15 Transmission of shares
1.16 Simplification of procedure and standardization of formats of documents for
transmission of securities
1.17 Mode of Operation and Transmission of Securities in Joint Demat Accounts
1.18 Execution of Power of Attorney (PoA) by the Client in favour of the Stock Broker/ Stock
Broker and Depository Participant
1.19 Execution of ‘Demat Debit and Pledge Instruction’ (DDPI) for transfer of securities
towards deliveries / settlement obligations and pledging / re-pledging of securities
1.20 SMS alerts for demat accounts operated by Power of Attorney

1.21 Exemption from sending quarterly statements of transactions by depository participants
(DPs) to clients in respect of demat accounts with no transactions and no security balances
1.22 Discontinuation of sending transaction statements by depository participants to clients
1.23 Exemption to Depository Participants (DPs) from providing hard copies of transaction
statements to BOs
1.24 Consolidated Account Statement (CAS) for all securities assets
1.25 Generation and Dispatch of Consolidated Account Statement
1.26 Redressal of investor grievances through SCORES platform & Procedure for filing
investor grievances using SCORES
1.27 Framework for the process of accreditation of investors for the purpose of Innovators
Growth Platform
1.28 Common Application Form for Foreign Portfolio Investors
Section - 2: Depository Participants (DP) Related
2.1 Online Registration Mechanism for Securities Market Intermediaries
2.2 Supervision of branches of depository participants
2.3 Incentivisation to Depositories Participants (DPs)
2.4 Guidelines on Outsourcing of Activities by Intermediaries
2.5 Implementation of the Multilateral Competent Authority Agreement and Foreign
Account Tax Compliance Act
2.6 Interest and Dividend information reporting in case of Custodial Accounts Rule
114G(1)(e) of the Income Tax Rules, 1962
2.7 Printing of Grievances Redressal Mechanism on Delivery Instruction Form Book
2.8 Operationalization of Central KYC Records Registry (CKYCR)
2.9 Rollout of Legal Entity Template
2.10 e-KYC Authentication facility under section 11A of the Prevention of Money
Laundering Act, 2002 by Entities in the securities market for Resident Investors and Entities permitted to undertake e-KYC Aadhaar Authentication service of UIDAI in Securities Market
2.11 The Securities and Exchange Board of India (KYC Registration Agency) Regulations,
2.12 Guidelines in pursuance of the SEBI KYC Registration Agency (KRA) Regulations, 2011
and for In-Person Verification (IPV)
2.13 Clarification on Know Your Client (KYC) Process and Use of Technology for KYC
2.14 Simplification and Rationalization of Trading Account Opening Process
2.15 Recording of Non Disposal Undertaking(NDU)in the Depository System
2.16 Recording of all types of Encumbrances in Depository system

2.17 Cyber Security & Cyber Resilience framework for Depository Participants
2.18 Standard Operating Procedure (SOP) for handling cyber security incidents of
intermediaries and Categorisation of Intermediaries
2.19 CERT-In Advisory "Preventing Data Breaches / Data Leaks"
2.20 Reporting for Artificial Intelligence (AI) and Machine Learning (ML) applications and
systems offered and used by market intermediaries
2.21 Flashing a link to SCORES on the dashboard of Demat Accounts
2.22 Displaying of information regarding SEBI Complaint Redress System (SCORES) in the
website
2.23 Block Mechanism in demat account of clients undertaking sale transactions
2.24 Validation of Instructions for Pay-In of Securities from Client demat account to Trading
Member (TM) Pool Account against obligations received from the Clearing Corporations
2.25 Monitoring and Periodical Reporting of the Compliance with The Requirements
Pertaining to ‘Security and Covenant Monitoring’ System Hosted by Depositories
2.26 Maintenance of a website by depository participants
2.27 Advisory for SEBI Regulated Entities (REs) regarding Cybersecurity best practices
2.28 Combating Financing of Terrorism (CFT) under Unlawful Activities (Prevention) Act,
1967 – Directions to Stock Exchanges, Depositories and all Registered Intermediaries
2.29 Framework For Adoption of Cloud Services by SEBI Regulated Entities (REs)
2.30 Cyber Security Operations Center for SEBI registered intermediaries
Section - 3: Issuer related
3.1 Charges to be paid by Issuers
3.2 Activation of International Securities Identification Number (ISIN) in case of IPOs
and additional issue of shares/ securities
3.3 Streamlining the Process of Rights Issue
3.4 Registrar and Share Transfer Agents
3.5 American Depository Receipts (ADRs)/Global Depository Receipts
3.6 Framework for issue of Depository Receipts (DRs)
3.7 Redemption of Indian Depository Receipts (IDRs) into Underlying Equity Shares
3.8 Electronic Clearing System (ECS) facility
3.8.1 Use of ECS for refund in public/ rights issues
3.8.2 Usage of electronic payment modes for making cash payment to the investors
3.9 Withdrawal by issuers from the depository
3.10 Further issue of shares under Section 43 of Companies Act and the Companies (Share
Capital and Debentures) Rules, 2014
3.11 Redressal of investor grievances through SCORES platform

3.12 Streamlining issuance of SCORES Authentication for SEBI registered intermediaries
3.13 Clarification on applicability of regulation 40(1) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 to open offers, buybacks and delisting of securities of listed entities
3.14 Streamlining the Process for Acquisition of Shares pursuant to Tender-Offers made
for Takeovers, Buy Back and Delisting of Securities
3.15 Non-compliance with the Minimum Public Shareholding (MPS) requirements
3.16 Non-compliance with certain provisions of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and the Standard Operating Procedure for suspension and revocation of trading of specified securities
3.17 Investor grievances redressal mechanism – Handling of SCORES complaints by
stock exchanges and Standard Operating Procedure for non-redressal of grievances by listed companies
3.18 Automation of Continual Disclosures under Regulation 7(2) of SEBI (Prohibition of
Insider Trading) Regulations, 2015 - System driven disclosures
3.19 A Trading Window closure period under Clause 4 of Schedule B read with
Regulation 9 of SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”) – Framework for restricting trading by Designated Persons (“DPs”) by freezing PAN at security level
3.20 Reconciliation of Share Capital Audit
3.21 Streamlining the Process of Public Issue of Equity Shares and convertibles
Section - 4: Depositories Related
4.1 Online Registration Mechanism and Filing System for Depositories
4.2 Activity schedule for depositories for T+2 rolling Settlement
4.3 Introduction of T+1 rolling settlement on an optional basis
4.4 Settlement of transactions in case of holidays
4.5 Deadline time for accepting non pay-in related instructions
4.6 Approval of amendments to Bye Laws / Rules of Stock Exchanges and Depositories
4.7 Periodical Report – Grant of prior approval to Depository Participants
4.8 Preservation of Records
4.9 Participation as Financial Information Providers in Account Aggregator framework
4.10 Facilitating transaction in Mutual Fund schemes through the Stock Exchange
Infrastructure
4.11 Discontinuation of usage of pool accounts for transactions in units of Mutual Funds
on the Stock Exchange Platforms
4.12 RTA inter-operable Platform for enhancing investors’ experience in Mutual Fund
transactions / service requests
4.13 Pledge of Shares through depository system

4.14 Margin obligations to be given by way of Pledge/ Re-pledge in the Depository
System
4.15 Foreign investments in infrastructure companies in securities markets
4.16 Designated e-mail ID for regulatory communication with SEBI
4.17 Designated e-mail ID for redressal of investor complaints
4.18 Redressal of complaints against Stock Exchanges and Depositories through SEBI
Complaints Redress System (SCORES)
4.19 Limitation period for filing an arbitration reference
4.20 Disclosure of investor complaints and arbitration details on Depository website
4.21 Disclosure of Complaints against the Depositories
4.22 Disclosure of regulatory orders and arbitration awards on Depository website
4.23 Disclosure of Investor Charter for Depositories and Depositor Participants
4.24 Guideline for websites of depositories
4.25 Arbitration / Appellate Arbitration fees on the remanded back matter for fresh
arbitration proceedings
4.26 Establishment of connectivity by Clearing House / Clearing Corporation (CH/CC)
with the Depository – Clarification
4.27 Issue of Master Circular by Stock Exchanges, Clearing Corporations and Depositories
4.28 Principles of Financial Market Infrastructures (PFMIs)
4.29 System and Network Audit of Market Infrastructure Institutions (MIIs)
4.29A Advisory on System and Network audit of MIIs
4.30 Testing Framework for the Information Technology (IT) systems of the Market
Infrastructure Institutions (MIIs)
4.31 Guidelines for Business Continuity Plan (BCP) and Disaster Recovery(DR)
4.32 IT (Information Technology) Governance for Depositories
4.33 Guidelines for inspection of Depository Participants (DPs) by Depositories
4.34 Dissemination of information on action taken against Trading Members/Depository
Participants on the website of Stock Exchanges / Depositories
4.35 Activity of Demat of warehouse receipts
4.36 Voting rights in respect of securities held in pool account
4.37 e-Voting Facility Provided by Listed Entities
4.38 Risk Management Policy at the Depositories
4.39 Code of Conduct & Institutional mechanism for prevention of Fraud or Market
Abuse
4.40 Outsourcing by Depositories
4.41 Cyber Security and Cyber Resilience framework of Depositories
4.42 Recommendations of high powered steering Committee
4.43 Database for Distinctive Number (DN) of Shares

4.44 Ticker on Website - For Investor awareness
4.45 Separate mobile number/ email id for the clients of Depository Participants (DPs)
4.46 Comprehensive guidelines for Investor Protection Fund (IPF) and Investor Services
Fund (ISF) at Stock Exchanges and Depositories
4.47 Enhanced Supervision of Depository Participant
4.48 Amendment pursuant to comprehensive review of Grievance Redressal Mechanism
4.49 Investor Grievance Redressal Mechanism
4.50 Digital Mode of Payment
4.51 Framework for Innovation Sandbox
4.52 Revised Framework for Innovation Sandbox
4.53 Framework for Regulatory Sandbox
4.54 Monitoring of Foreign Investment limits in listed Indian companies
4.55 Disclosure of performance of CRAs on Stock Exchange and Depository website
4.56 Handling of Clients’ Securities by Trading Members/Clearing Members
4.57 Early Warning Mechanism to prevent diversion of client securities
4.58 Standard Operating Procedure in the cases of Trading Member / Clearing Member
leading to default
4.59 Mapping of Unique Client Code (UCC) with demat account of the clients
4.60 Reporting for Artificial Intelligence(AI) and Machine Learning (ML) applications and
systems offered and used by Market Infrastructure Institutions (MIIs)
4.61 Measures to expedite Dematerialisation of securities
4.62 Capacity Planning Framework for the Depositories
4.63 Trading supported by Blocked Amount in Secondary Market
4.64 Enhanced Due Diligence for Dematerialization of Physical Securities
4.65 Framework For Adoption Of Cloud Services By SEBI Regulated Entities (REs)
4.66 Committees at Market Infrastructure Institutions (MIIs)
4.67 Exemption from clubbing of investment limit for foreign Government agencies and
its related entities and Write-off of shares held by FPIs
4.68 Stealing of Customers data registered with NSE/ BSE
4.69 Advisory regarding remote access and telecommuting
4.70 Standard Operating Procedure (SOP) for Reporting of Technical Glitches by MIIs and
Imposition of “Financial Disincentive
4.71 Standard Operating Procedure for handling of Stock Exchange Outage and extension
of trading hours thereof
4.72 Standard Operating Procedure (SOP) for Reporting of Cyber Security Incidents/
breaches/ deficiencies by MIIs and Imposition of “Financial Disincentive”
4.73 Implementation of Cyber Capability Index
4.74 Advisory for SEBI Regulated Entities (REs) regarding Cybersecurity best practices

4.75 Norms for Scheme of Arrangement by unlisted Stock Exchanges, Clearing
Corporations and Depositories
4.76 Procedures for ensuring compliance with Securities Contracts (Regulation) (Stock
Exchanges and Clearing Corporations) Regulations, 2018 (SECC Regulations) by Listed Stock Exchanges
4.77 Measures to strengthen tracking and reporting of delay in pay-in/pay-out for rolling
settlement
4.78 Advisory on Security Patch Management Policy
4.79 Strengthening Resiliency of Websites of Stock Exchanges, Clearing Corporations and
Depositories (MIIs)
4.80 Bolstering Cyber Resiliency
4.81 Advisory on Cyber Audit and VAPT
4.82 Comprehensive Review of Cyber Security at Stock Exchanges, Clearing Corporations
and Depositories (MIIs)
4.83 Activity schedule for depositories for T+2 rolling Settlement
4.84 Advisories related to Technology
4.85 Wind-Down Plan of Depositories
4.86 Charges levied by Market Infrastructure Institutions – True to label
Annexures
List of Circulars & Communications
Schedule A

Section 1: Beneficial Owner (BO) Accounts
1.1 Opening of BO Account by non-body corporates
1.1.1 Proof of Identity (PoI)
1.1.1.1 Permanent Account Number (PAN) to be the sole identification number for
all transactions in the securities market 1 With effect from July 02, 2007, PAN is the sole identification number for all transactions in the securities market, irrespective of the amount of transaction. A copy of the PAN card with photograph may be accepted as Proof of Identity. In this regard, intermediaries shall:- a. Put necessary systems in place so that the databases of the clients and their transactions are linked to the PAN details of the client. b. Build necessary infrastructure to enable accessibility and query based on PAN thereby enabling retrieval of all the details of the clients.
c. The registered intermediary shall verify the PAN of their clients online at
Income Tax website without insisting on the original or copy of PAN card. d. The link to verify the PAN details on the website of the Income Tax Department i.e. http://incometaxindiaefiling.gov.in/challan/enterpanforchallan.jsp 2.
1.1.1.2 PAN as the sole identification number for all transactions in the securities
market 3
1.1.1.2.1 It has been decided to discontinue with the requirement of Unique
Identification Number (UIN) under the SEBI (Central Database of market Participants Regulations), 2003 (MAPIN regulations)/circulars.
1.1.1.3 List of documents admissible as Proof of Identity 4
Please refer SEBI Master Circular on Know Your Client(KYC) norms for the securities market dated October 12, 2023.
1.1.2 Proof of Address (PoA) 4
1.1.2.1 Please refer SEBI Master Circular on Know Your Client(KYC) norms for the
securities market dated October 12, 2023.

1 Reference: SEBI Circular MRD/DoP/Cir-5/2007 dated April 27, 2007 2 Income Tax Department since changed the link for verification to:
https://eportal.incometax.gov.in/iec/foservices/ 3 Reference: SEBI Circular MRD/DoP/Cir-08/2007 dated June 25, 2007 4 Reference: SEBI Circular SEBI/HO/MIRSD/SECFATF/P/CIR/2023/169 dated October 12,

1.1.2.2 DP shall ensure that all documents pertaining to proof of identity and proof of
address are collected from all the account holders. 5 Submission of the aforesaid documents is the minimum requirement for opening a BO Account. DPs must verify the copy of the aforementioned documents with the original before accepting the same as valid. While opening a BO Account, DPs shall exercise due diligence 6 while establishing the identity of the person to ensure the safety and integrity of the depository system.
1.1.3 Clarification on voluntary adaptation of Aadhaar based e-KYC process 7
SEBI has enabled Aadhaar based e-KYC service offered by UIDAI for KYC verification. Intermediaries have sought clarifications from SEBI on certain operational aspects of the same. It is clarified that for accessing the details enabling client identification and authentication from UIDAI based on client authorisation, on voluntary basis, intermediaries who utilize the services of KYC Service Agencies (KSAs) would be registered as KYC User Agencies (KUA) with UIDAI. 8
i. For entering into account based relationship, the client may provide the following
information to the intermediary:
a) Name b) Aadhaar number c) Permanent Account Number (PAN)
ii. The above information can be provided by the client electronically including
through any web enabled device.
iii. The intermediary shall perform verification of the client with UIDAI through
biometric authentication (fingerprint or iris scanning). Mutual Funds can also perform verification of the client with UIDAI through One Time password (OTP) received on client’s mobile number or on e-mail address registered with UIDAI provided, the amount invested by the client does not exceed INR 50,000 per financial year per Mutual Fund and payment for the same is made through electronic transfer from the client’s bank account registered with that Mutual Fund.
iv. PAN of such client is to be verified from the income tax website.
v. After due validation of Aadhaar number provided by the client, the intermediary
(acting as KUA) shall receive the KYC information about the client from UIDAI through KSA.
vi. The information downloaded from UIDAI shall be considered as sufficient
information for the purpose of KYC verification. The intermediary shall upload this

5 Reference: SEBI Circular MRD/DoP/Dep/Cir-29/2004 dated August 24, 2004 6 Reference: SEBI Circular Point 5 of part II on ‘Customer Due Diligence’ of Master SEBI Circular no. ISD/AML/CIR-1/2008 dated December 19, 2008 7 Reference: SEBI Circular SEBI/MIRSD/09/2013 dated October 08, 2013 8 Reference: SEBI Circular CIR/MIRSD/29/2016 dated January 22, 2016

KYC information on the KRA system in terms of Securities and Exchange Board of India {KYC (Know Your Client) Registration Agency} Regulations, 2011 (“KRA Regulations”).
vii. In case material difference is observed either in the name (as observed in the PAN
vis-a-vis Aadhaar) or photograph in Aadhaar is not clear, the intermediary shall carry out additional due diligence and maintain a record of the additional documents sought pursuant to such due diligence.
viii. The records of KYC information so received shall be maintained by the intermediary
as per the SEBI Act, Regulations and various circulars issued thereunder.
ix. Further reference could also be made with SEBI Circular No.
SEBI/HO/MIRSD/SECFATF/P/CIR/2024/41 dated May 14, 2024 and SEBI/HO/MIRSD/SECFATF/P/CIR/2024/79 dated June 06, 2024
1.1.4 Common and simplified norms for processing investor’s service requests by RTAs and
norms for furnishing PAN, KYC details and Nomination 9 Kindly refer para titled ‘Common and Simplified Norms for processing investor's service request by RTAs and norms for furnishing PAN, KYC details and Nomination’ of https://www.sebi.gov.in/legal/master-circulars/may-2024/master-circular-for￾registrars-to-an-issue-and-share-transfer-agents_83226.html dated May 07, 2024 (Master Circular for Registrars to an Issue and Share Transfer Agents)
1.1.5 SARAL Account Opening Form for resident individuals 10
1.1.5.1 It is gathered that a majority of new investors in the securities market begin with
participation in the cash segment without obtaining various other facilities such as internet trading, margin trading, derivative trading and use of power of attorney. The account opening process can be simplified for such individual investors. With a view to encourage their participation, it is, therefore, decided that such individual investors can open a trading account and demat account by filling up a simplified Account Opening Form ('AOF') termed as 'SARAL AOF' given at Annexure 1.
1.1.5.2 This form will be separately available with the intermediaries and can also be
downloaded from the Exchanges' and Depositories' website. The investors who open account through SARAL AOF will also have the option to obtain other facilities, whenever they require, on furnishing of additional information as per prescribed regulations/circulars.
1.1.5.3 The standard set of documents viz. Rights and Obligations document, Uniform
Risk Disclosure Document and Guidance Note and documentary proof related to identity and address as specified under Para 2.14, Para 1.1.1 and Para 1.1.2 shall

9Reference: SEBI Circular SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37 dated March 16, 10 Reference: SEBI Circular MIRSD/1/2015 dated March 04, 2015

continue to remain applicable. It is further clarified that the provisions laid down under the PMLA, Prevention of Money Laundering (“PML”) Rules 2005, SEBI Master Circular on Guidelines on Anti-Money Laundering (AML) Standards and Combating the Financing of Terrorism (CFT) /Obligations of Securities Market Intermediaries under the Prevention of Money Laundering Act, 2002 and Rules framed there under dated February 03, 2023 shall also continue to remain applicable for set of individual investors mentioned in Para 1.1.5.1 above.
1.1.5.4 For these set of individual investors, it has been decided to simplify the
requirement of submission of ‘proof of address’. The matter has been examined in the light of amendment to the PML Rules, 2005 and accordingly, the requirement of submission of ‘proof of address’ is as follows:
1.1.5.4.1 Henceforth, individual investor may submit only one documentary
proof of address (either residence/correspondence or permanent) while opening a trading account and / or demat account or while undergoing updation.
1.1.5.4.2 In case the proof of address furnished by the said investor is not the
address where the investor is currently residing, the intermediary may take a declaration of the residence/correspondence address on which all correspondence will be made by the intermediary with the investor. No proof is required to be submitted for such correspondence/residence address. In the event of change in this address due to relocation or any other reason, investor may intimate the new address for correspondence to the intermediary within two weeks of such a change. The residence/ correspondence address and any such change thereof may be verified by the intermediary through ‘positive confirmation’ such as (i) acknowledgment of receipt Welcome Kit/ dispatch of contract notes / any periodical statement, etc. (ii) telephonic conversation; (iii) visits, etc.
1.1.6 Uniform Know Your Client (KYC) Requirements for the Securities Markets 11
1.1.6.1 In case of stock brokers (and also for the stock brokers who are depository
participants), the account opening process for investors has been simplified vide Para 2.14, KYC form capturing the basic details about the client has been prescribed as Part I of the account opening form and additional information specific to dealing in the stock exchange(s) are obtained in Part II of the form.

11 Reference: SEBI Circular MIRSD/SE/Cir-21/2011 dated October 05, 2011

1.1.6.2 With a view to bring about uniformity in securities markets, it has also been decided
that the same KYC form and supporting documents shall also be used by all captioned SEBI registered intermediaries. The KYC form as given in Annexure 2 shall be filled by an investor at the account opening stage while dealing with any of the above intermediaries. Additional details specific to the area of activity of the intermediary being obtained now but not covered in the KYC form shall also be obtained from the investors in Part II of the account opening form.
1.1.6.3 The additional information (Part II) shall be prescribed by depositories for their
depository participants and by Association of Mutual Funds in India (“AMFI”) for all mutual funds. The portfolio managers, venture capital funds, and collective investment schemes shall capture the additional information specific to their area of activities, as considered appropriate by them. The intermediaries shall also continue to abide by circulars issued by SEBI from time to time for prevention of money laundering.
1.1.6.4 Please also refer SEBI Circular Nos. SEBI/HO/MIRSD/SECFATF/P/CIR/2023/169
dated October 12, 2023, SEBI/HO/MIRSD/SECFATF/P/CIR/2024/41 dated May 14, 2024 and SEBI/HO/MIRSD/SECFATF/P/CIR/2024/79 dated June 06, 2024
1.1.7 Acceptance of third party address as correspondence address 12
1.1.7.1 SEBI has no objection to a BO authorizing the capture of an address of a third party
as a correspondence address, provided that the DP ensures that all prescribed KYC norms are fulfilled for the third party also. The DP shall obtain proof of identity and proof of address for the third party. The DP shall also ensure that customer due diligence norms as specified in Rule 9 of PML Rules, 2005 are complied with in respect of the third party.
1.1.7.2 The depository participant should further ensure that the statement of transactions
and holding are sent to the BO’s permanent address at least once in a year.
1.1.7.3 However, the above provision shall not apply in case of PMS (Portfolio
Management Services) clients.
1.2 Exemptions from and clarifications relating to mandatory requirement of PAN
1.2.1 Mandatory requirement of Permanent Account Number (PAN) 13
The demat accounts for which PAN details have not been verified are “suspended for debit” until the same is verified with the DP. With effect from August 16, 2010 such PAN non-compliant demat accounts were also "suspended for credit" other than the credits arising out of automatic corporate actions. It was clarified that other credits

12 Reference: SEBI Circular CIR/MRD/DP/37/2010 dated December 14, 2010 13 Reference: SEBI Circular MRD/DP/22/2010dated July 29, 2010

including credits from IPO/FPO/Rights issue, off-market transactions or any secondary market transactions would not be allowed into such accounts.
1.2.2 Central and State Government and officials appointed by Courts 14
PAN card may not be insisted upon in case of transactions undertaken on behalf of Central Government and/or State Government and where transactions are conducted by officials appointed by Courts e.g. Official liquidator, Court receiver etc. 15 However DPs, before implementing the above exemption, shall verify the veracity of the claim of the organizations by collecting sufficient documentary evidence in support of their claim for such an exemption.
1.2.3 Investors in Sikkim 16
Investors residing in the state of Sikkim are exempted from the mandatory requirement of furnishing PAN card details for their demat accounts. 17 DPs shall verify the veracity of the claim of the investors that they are residents of Sikkim, by collecting sufficient documentary evidence in support of their address.
1.2.4 UN entities and multilateral agencies exempt from paying taxes/ filing tax returns
in India 18
UN entities/ multilateral agencies exempt from paying taxes/filing tax returns in India are also exempt from the mandatory requirement of submitting their PAN card details, subject to the DPs collecting documentary evidence in support of such claims.
1.2.5 FPIs/Institutional Clients 19
Custodians shall verify the PAN card details of institutional clients with the original PAN card and provide duly certified copies of such verified PAN details to the brokers. This requirement is applicable in respect of institutional clients, namely, FPIs, MFs, VCFs, FVCIs, Scheduled Commercial Banks, Multilateral and Bilateral Development Financial Institutions, State Industrial Development Corporations, Insurance Companies registered with IRDA and Public Financial Institution as defined under section 2(72) of the Companies Act, 2013.
1.2.6 HUF, Association of Persons (AoP), Partnership Firm, unregistered Trust,
Registered Trust, Corporate Bodies, minors, etc.

14 Reference: SEBI Circular MRD/DoP/Cir-20/2008 dated June 30, 2008 15 Reference: Rule 114C (1)(c) of Income Tax Rules 16 Reference: SEBI Circular MRD/DoP/Dep/Cir-09/06 dated July 20, 2006 17 Reference: Hon’ble High Court of Sikkim judgment dated March 31, 2006 18 Reference: SEBI Circular MRD/DoP/Dep/Cir-09/06 dated July 20, 2006 19 Reference: SEBI Circular MRD/DoP/Dep/SE/Cir-13/06 dated September 26, 2006

a) The BO account shall be in the name of natural persons, PAN card details of the respective, HUF, AoP, Partnership Firm, Unregistered Trust, etc. shall be obtained. b) As regards Registered Trust, Corporate Bodies and minors, PAN of the respective entities shall be obtained when accounts are opened in their respective names. In case of minors, account shall be obtained in the name of minor but operated through guardian and PAN shall be obtained of minor as well as guardian.
1.2.7 Difference in the name of investors.
DPs can collect the PAN card proof as submitted by the account holder subject to the DPs verifying the veracity of the claim of such investors where minor differences are observed in the name mentioned on the PAN card by collecting sufficient documentary evidence in support of the identity of the investors. 20
1.2.8 NRI/PIOs 21
Citizens of India residing outside India, foreign citizens and other persons (like companies/ trusts/ firms) having no office of their own in India may obtain PAN card based on the copy of their passport as ID proof and a copy of passport/ bank account in the country of residence as address proof, based on the Directorate of Income Tax (Systems) guidelines. 22
1.3 Simplification of demat account opening process 23
1.3.1 SEBI has taken a number of steps in the recent past to simplify the account opening
and KYC process in the securities markets. In continuation of the efforts in the same direction, it has now been decided in consultation with both the depositories and associations of stock brokers and DPs to further simplify and rationalize the demat account opening process.
1.3.2 The existing Beneficial Owner-Depository Participant Agreements shall be replaced
with a common document “Rights and Obligations of the Beneficial Owner and Depository Participant” (Annexure 3) . The document annexed herewith shall be mandatory and binding on all the existing and new clients and DPs. This will harmonize the account opening process for trading as well as demat account. This will also rationalize the number of signatures by the investor, which he is required to affix at present on a number of pages.

20 Reference: SEBI Circular MRD/DoP/Dep/Cir-29/2004 dated August 24, 2004 21 Reference: SEBI Circular MRD/DoP/Dep/SE/Cir-17/06 dated October 27, 2006 22 Reference: Income Tax (Systems) PAN SEBI Circular No. 4 dated October 11, 2006 23 Reference: SEBI Circular SEBI/MIRSD/ 12/2013 dated December 04, 2013

1.3.3 The DP shall provide a copy of Rights and Obligations Document to the BO and shall
take an acknowledgement of the same. They shall ensure that any clause in any voluntary document neither dilutes the responsibility of the depository participant nor it shall be in conflict with any of the clauses in this document, rules, bye-laws, regulations, notices, guidelines and circulars issued by SEBI and the depositories from time to time. Any such clause introduced in the existing as well as new documents shall stand null and void.
1.3.4 In consultation with market participants, with a view to simplify the account
opening kit, SEBI has decided that DP shall make available this document “Rights and Obligations of the Beneficial Owner and Depository Participant” to the clients, either in electronic or physical form, depending upon the preference of the client as
part of account opening kit. In case the documents are made available in electronic
form, DP shall maintain the logs of the same. It is also reiterated that Depositories/DP shall continue to make the aforesaid document available on their website and keep the clients informed about the same. 24
1.4 Guidelines for online closure of demat accounts 25
1.4.1 Depositories are advised to issue guidelines under Para 1.4.4 to their participants
offering online account opening, informing them to make available the facility for online closure of demat accounts from August 01, 2021.
1.4.2 Deleted.
1.4.3 Depositories shall also advise their participants to inform their clients regarding the
availability of facility for online closure of demat accounts through emails, SMS, weekly / fortnightly / monthly newsletters etc. The procedure for online closure of demat accounts shall be prescribed in such communications.
1.4.4 Client shall be entitled to close the demat account through online mode without
mandatorily giving any reasons to the DP. Clients shall not be restricted from requesting, through online mode or offline mode, for the closure of demat account maintained with the DP, subject to the compliance requirements as stipulated by SEBI / Depository from time to time.
1.4.4.1 Online closure of demat accounts shall be made available for the clients who
have opened their accounts offline or online, by the DPs that provide various Depository related services in online mode. Those DPs which do not provide any services online and do not open accounts online may not be required to offer online closure of demat accounts.
1.4.4.2 Account closure for account with balance shall be done only through web portal
/ app of DP through secured access by way of client specific user ID and

24 Reference: SEBI Circular CIR/MIRSD/64/2016 dated July 12, 2016 25 Reference: SEBI MIRSD email dated July 15, 2021

password (in case of internet clients) and the request send through emails, SMS, other messaging apps, etc. shall not be entertained by the DP. As the KYC process requires e-sign post which demat accounts can be opened by the DP, for online closure of accounts with balance also, client shall be required to e-sign the form (using Aadhaar based online electronic signature service) to be verified by the DP in accordance with guidelines as stipulated by SEBI / Depositories from time to time.
1.4.4.3 In case of clients having demat accounts with nil balances can be closed by the
DPs on the basis of emails received from the registered email ID of the demat account holder.
1.4.4.4 Once the application for closure of demat account is received, the DP shall
intimate to the client on registered email id and / or mobile number (on both if available) about the receipt of closure request. A confirmation regarding the request made shall be sought from the client by way of OTP sent on the email id and / or mobile number updated in its source account (to be closed account).
1.4.4.5 The request for demat account closure shall include target account details (in
case of request for closure of demat account having security balances is made) where the client intends to shift the securities.
1.4.4.6 Client would have to upload the scan / photograph of his / her signature
alongwith Client Master Report (CMR) of the target account digitally signed by official of the target DP (CMR applicable in case of account having security balances). Filled Account Closure form alongwith uploaded ink-signature of the client and CMR as uploaded, would be displayed in one single file to the client, subsequent to which, client shall then be required to e-sign the form (using Aadhaar based online electronic signature service) alongwith the documents and submit the same for further processing. The requirement of obtaining a CMR will be exempted if the DP is able to verify the target demat account details (i.e. sole holder’s name and PAN should match perfectly) directly from the Depository electronically.
1.4.4.7 If the DP authorises the request received, the account will get closed in the
Depository system. If the DP rejects the client requests received, the DP shall inform the reason for such rejection to the client.
1.4.4.8 In case the target account of the client specified in the account closure form is not
its own account i.e. not the same PAN both in source and target accounts, as per the extant requirements, it will be necessary for the client to submit an off-market transfer instruction delivery instruction slip for execution of such transfers along with the requirement of entering OTP as provided by the Depository.
1.4.4.9 After the closure of demat account by the DP, the same shall be intimated to the
client through electronic mode enclosing the CMR & Transaction cum Holding

Statement of the closed account.
1.4.4.10 DP shall maintain and store system logs of the closure instructions and e-signed
electronic requests (uneditable) received in electronic form in a secured manner and the same shall be subject to 100% internal audit.
1.4.4.11 Notwithstanding any such closure of demat account, all rights, liabilities and
obligations of the parties arising out of or in respect of transactions entered into prior to the closure of demat account shall continue to subsist and vest in / be binding on the respective parties or his / its respective heirs, executors, administrators, legal representatives or successors, as the case may be.
1.4.4.12 The above process shall be applicable in case of individual client accounts with
single holder (without pledge/freeze/pending demat requests balances) and the closure requests accepted through above mechanism shall be considered as a valid client request and DPs / Depository shall not be held liable for acting on such requests.
1.4.4.13 Depositories shall put in place a complaint redressal mechanism for dealing with
complaints related to online closure of demat accounts.
1.5 Guidelines on Identification of Beneficial Ownership 26
(A) For Clients other than Individuals or Trusts , (B) For client which is a trust , (C) Exemption in case of listed companies, please refer framework for Identification of Beneficial Ownership SEBI Circular SEBI/HO/MIRSD/SEC-FATF/P/CIR/2023/0170 dated October 13, 2023 and Clients due diligence measures under SEBI Master Circular SEBI/HO/MIRSD/MIRSD-SEC-5/P/CIR/2023/022 dated February 03, 2023 and amendments thereto dated June 16, 2023 . (D)Applicability for foreign investors:
Intermediaries dealing with foreign investors’ viz., Foreign Portfolio Investors, Sub Accounts and Qualified Foreign Investors, may be guided by the clarifications issued vide SEBI circular CIR/MIRSD/11/2012 dated September 5, 2012, for the purpose of identification of beneficial ownership of the client.
1.6 Opening of demat account in case of HUF 27
It is noted that as per law, in case of HUF, shares can be held in the name of Existing Karta on behalf of HUF. Therefore, HUF demat accounts can be opened in the name of Existing Karta but not in the name of Deceased Karta and HUF entity.

26 Reference: SEBI Circular CIR/MIRSD/2/2013 dated January 24, 2013 27 Reference: SEBI Letter SEBI/HO/MRD/DP/OW/2016/25739/1 & 25740/1 dated September 14, 2016 and SEBI Letter MRD/DSA1/OW/4946/2018 and 4947/2018 dated February 14, 2018

After examining the issues regarding difference in opening of HUF demat account and procedure adopted in the event of death of Karta of HUF, it has been decided that opening of HUF demat account and procedure adopted in the event of death of Karta of HUF shall be as per the following guidelines 28:
1.6.1 Opening of HUF Demat Account
a) The Demat account shall be opened in the name of HUF entity as the name of entity appears on the PAN Card. The BO account should also mention the name of the Karta of the HUF. The PAN details of both the HUF entity and Karta of HUF shall be submitted to the DP.
1.6.2 Death of Karta
a) In the event of death of Karta of HUF, the name of the deceased Karta in the BO account shall be replaced by the new Karta of the HUF who in such a case shall be eldest coparcener in the HUF or a coparcener who is appointed as Karta by an agreement reached amongst all the coparceners of the HUF 29. b) The new Karta shall submit the new list of members, a notarized copy of death certificate of the deceased Karta and a no objection from the surviving members of the HUF for him/her to act as Karta of the HUF. c) In the event of death of Karta of HUF, the existing BO account need not to be closed and the same account may continue. The death of Karta shall not mean that the securities lying in the BO account of the HUF is deemed to have divided among coparceners as if the partition has taken place.
1.6.3 Partition of HUF
a)A total or partial partition shall be recognized only if a claim to that effect is made by one or more coparceners. b)An intimation of a total or partial partition shall be accompanied by a signed letter mentioning the names of the members and their confirmation of a partition having taken place. c)In case of partial partition of the HUF, if desired by one or more coparceners, the new Karta shall transfer shares to the said coparceners who seek partition and the BO account of the HUF shall continue. The account of such coparceners shall be treated as their individual accounts.

28 Reference: SEBI Letter SEBI/HO/MRD/DP/OW/2016/25739/1 & 25740/1 dated September 14, 2016 29 Reference: SEBI Circular SEBI/HO/MRD/MRD-POD-2/P/CIR/2022/114 dated August 26,

d)In case of full partition of the HUF, the shares shall be divided amongst all the coparceners in the manner specified by the applicant subject to fulfilment of Para 1.6.3 (c) above and the HUF account shall cease to exist.
1.7 Operation of minor’s demat account 30
Under The Hindu Minority and Guardianship Act, 1956, permission of Court is required in the case of transfer by a natural guardian of immovable property of a minor. However, shares are not immovable properly. Section 2(7) of Sale of Goods Act, 1930 includes shares within the definition of "goods''. Neither the Indian Contract Act, 1872 nor the Sale of Goods Act, 1930 provide for transfer by sale or otherwise by guardian /natural guardian of goods/movable property in the name of minor to the effect that permission of court is required in the matter of such transfer. In the case of accounts of minor in banks also, the guardian is entitled to open, operate and even close the account also. The DP account can, therefore, be operated by a natural guardian without any order from the court though the same is neither expressly permitted nor prohibited.
1.8 Facility for a Basic Services Demat Account (BSDA) 31
1.8.1 Facility for a Basic Services Demat Account (BSDA) Please refer SEBI Circular
SEBI/HO/MIRSD/MIRSD-PoD1/P/CIR/2024/91 dated June 28, 2024.
1.8.2 Eligibility for BSDA Please refer SEBI Circular SEBI/HO/MIRSD/MIRSD￾PoD1/P/CIR/2024/91 dated June 28, 2024.
1.8.3 Option to open BSDA Please refer SEBI Circular SEBI/HO/MIRSD/MIRSD￾PoD1/P/CIR/2024/91 dated June 28, 2024
1.8.4 Charges Please refer SEBI Circular SEBI/HO/MIRSD/MIRSD￾PoD1/P/CIR/2024/91 dated June 28, 2024
1.8.5 Holding Statement 32&33:
a. DP shall send at least one annual statement of holding through email in respect of accounts with no transaction and nil balance even after the account has remained in such state for one year. However, where an investor does not wish to receive the holding statement through email, option shall be given to the investor to receive the same in physical form at the registered address.

30 Reference: SEBI Letter SEBI SMDRP/NSDL/4615 /2000 dated March 13, 2000 31 Reference: SEBI Circular CIR/MRD/DP/22/2012 dated August 27, 2012 32 Reference: SEBI Circular CIR/MRD/DP/21/2014 dated July 01, 2014 33 Reference: SEBI Circular SEBI/HO/MRD-Pod2/CIR/P/2024/93 dated July 01, 2024

b. One annual statement of holding shall be sent in respect of remaining accounts through email unless specifically opted by the investor to receive the same in physical form.
1.8.6 Rationalisation of services with respect to regular accounts. 34
In partial modification of the earlier directions, the following rationalisation measures shall be available for regular demat accounts:
i. Accounts with zero balance and nil transactions during the year: DP shall send
at least one annual statement of holding through email in respect of accounts with no transaction and nil balance even after the account has remained in such state for one year.
ii. Accounts which become zero balance during the year: For such accounts, no
transaction statement may be sent for the duration when the balance remains nil. However, an annual statement of holding shall be sent to the BO through email.
iii. Accounts with credit balance: For accounts with credit balance but no
transactions during the year, half yearly statement of holding for the year shall be sent to the BO through email. In all above three scenarios, the BO shall be given the option to receive the statements in physical form.
1.9 Change of Name in the Beneficial Owner (BO) Account 35
1.9.1 In order to simplify the procedure of change of name in individual Beneficial
Owner’s (BO) account, it has been decided that an individual BO may be allowed to change his/ her name, subject to the submission of following documents at the time of change of name of the individual in the BO account.
i. In case of change in name on account of marriage following documents shall be
submitted:
Marriage Certificate or copy of Passport showing husband’s name or publication of name change in official gazette.
ii. In case of change in name on account of reasons other than marriage Publication
of name change in official gazette.
In case of change of name of an individual residing in the State of Karnataka and Punjab, for reasons other than marriage, the same may be allowed for the individual in the BO account subject to the submission of following documents 36:
a) Request letter for change of name;

34 Reference: SEBI Circular SEBI/HO/MRD-Pod2/CIR/P/2024/93 dated July 01, 2024 35 Reference: SEBI Circular CIR/MRD/DP/27/2012 dated November 01, 2012 36 Reference: SEBI Circular CIR/MRD/DP/158/2018 dated December 27, 2018

b) Sworn affidavit executed before the Notary Public/ Magistrate of First Class/ Executive Magistrate mentioning the reason for change of name and his complete address; c) Paper publication in one local newspaper and one national newspaper; and d) KYC in changed name
iii. In case of change in father’s name:
Publication of name change in official gazette
1.9.2 The Depository Participants (DPs) shall collect the self-attested copies of above
documents and maintain the same in their records after verifying with the original document.
1.10 Fees/Charges to be paid by BO
1.10.1 Account opening, custody and credit of securities 37
i. No investor shall pay any charge towards opening of a Beneficial Owner (BO)
Account except for statutory charges as applicable;
ii. No investor shall pay any charge for credit of securities into his/her BO account;
and
iii. No custody charge shall be levied on any investor who is opening a BO account.
1.10.2 Account Closure 38
No Account closure charges shall be levied on BO on the closure of any account.
1.10.3 Transfer of a BO Account 39
No charges shall be levied by a depository on any DP and by a DP on any BO when the BO transfers all the securities lying in his account to another branch of the same DP or to another DP under the same depository or another depository, provided the BO Account(s) at transferee DP and at transferor DP are one and the same, i.e. identical in all respects. In case the BO Account at transferor DP is a joint account, the BO Account at transferee DP should also be a joint account in the same sequence of ownership.
1.10.4 Account Maintenance Charges collected upfront on annual/ half yearly basis on
demat accounts 40
i. In the event of closing of the demat account or shifting of the demat account from
one DP to another, the AMC collected upfront on annual/half yearly basis by the DP, shall be refunded by the DP to the BO for the balance of the quarter/s.

37 Reference: SEBI Circular MRD/DoP /SE/Dep/Cir-4/2005 dated January 28, 2005 38 Reference: SEBI Circular D&CC/FITTC/CIR - 12/2002 dated October 30, 2002 39 Reference: SEBI Circular MRD/DoP/Dep/Cir-22 /05 dated November 9, 2005 40 Reference: SEBI Circular MRD/DP/20/2010 dated July 1, 2010

For instance, in case annual AMC has been paid by the BO and if the BO closes/shifts his account in the first quarter, he shall be refunded the amount of the balance 3 quarters i.e. 3/4th of the AMC. Likewise, if a BO closes/shifts his account in the third quarter, he shall be refunded the amount for the balance one quarter i.e. 1/4th of the AMC.
ii. For the purpose of the above requirement the year shall begin from the date of
opening of the account in quarterly rests.
iii. The above requirements shall be applicable to all existing and new accounts held
with DPs which collect annual/half yearly upfront AMC. It is clarified that the above requirements shall not be applicable to those DPs who collect quarterly/ monthly AMC.
1.10.5 Dissemination of tariff/charge structure of DPs on the website of depositories 41
i. DPs shall submit to their depository the tariff/charge structure every year, latest
by 30th April, and also inform the depository the changes in their tariff/charge structure as and when they are effected with a view to enabling the BOs to have a comparative analysis of the tariff/charge structure of various DPs.
ii. For this purpose depositories shall put in place necessary systems and
procedures including formats, periodicity, etc. for collection of necessary data from the DPs and dissemination of the same on their website which would enable the investors to have a comparative analysis of the tariff/charge structure of various DPs.
1.11 Framework for automated deactivation of trading and demat accounts in cases of
inadequate KYCs 42
1.11.1 SEBI has, vide various circulars issued from time to time, mandated that addresses
form a critical part of the KYC procedures. Thus, every address recorded for the purpose of compliance with KYC procedure has to be accurate. An intermediary has to update the address from time to time. However, it has been observed that in some cases accurate/updated addresses of clients are not maintained. This is borne out of the fact that when SEBI issues any notices, etc. during the course of any enforcement proceedings on such addresses, the same remain unserved.
1.11.2 To ensure that the client furnishes accurate/updated details of address and to ensure
that KYC details are correct, the following framework involving stock exchanges (except Commodity Derivatives Exchanges) and depositories (hereinafter collectively referred to as “the MIIs”) is proposed
1.11.2.1 Where SEBI instructs MIIs to serve any Show Cause Notice (“SCN”) or order
issued by SEBI, the MIIs shall arrange to physically deliver the same to the

41 Reference: SEBI Circular MRD/Dep/Cir- 20/06 dated December 11, 2006 42 Reference: SEBI Circular SEBI/HO/EFD1/EFD1_DRA4/P/CIR/2022/104 dated July 29, 2022

entity. The MIIs shall forward the signed acknowledgement of its receipt by the concerned addressee or its authorized representative to SEBI within a period of 30 working days from the date of receipt of such instructions from SEBI. If none of the MIIs are – a. able to deliver the SCN or order, as the case may be, at any of the addresses mentioned in the KYC records linked to any trading/demat account of the entity; and b. obtain a signed acknowledgement of its receipt from the entity or its authorized representative, then all MIIs shall deactivate all trading and demat accounts i.e. implement a restraint/freeze on debit and credit (except for corporate actions) of all trading and demat accounts of the entity based on the entity’s Permanent Account Number (PAN), within 5 working days from the last unsuccessful delivery report. MIIs shall send an email/SMS to the entity before deactivation. It is clarified that if one of the MIIs is able to deliver the SCN or order, as the case may be, to the entity and obtain signed acknowledgement, then none of the accounts of the entity shall be deactivated. However, the MIIs, through their registered intermediaries, shall ensure that the KYC records linked to all accounts held by the entity, are updated, accurate and confirm the new KYC details to the concerned KYC Registration Agency (KRA).
1.11.2.2 Pending pay-in and pay-out obligations and open positions may be permitted
to be settled, squared off or closed out, as the case may be, while enforcing the deactivation of trading/demat accounts of such entities.
1.11.2.3 MIIs shall ensure that they communicate the details of the deactivation along
with reasons thereof to the respective registered intermediary. They shall also ensure that the reasons for the deactivation are displayed in a clear and unambiguous manner, when the entity attempts to transact using his trading/demat account.
1.11.2.4 Subject to the above, the MIIs shall ensure that the deactivated accounts are not
used for dealing in securities market in any manner whatsoever.
1.11.2.5 The concerned entity may place a request to the registered intermediaries with
which the entity holds a trading/demat account, seeking re-activation of trading/demat accounts along with – a. the correct proof of address; and, b. signed acknowledgement of receipt of the SCN or order, as the case may be, issued by SEBI referred to in Para 1.11.2.1.
1.11.2.6 The registered intermediary shall update the KYC records as per the extant
norms and forward the copy of the signed acknowledgement of receipt of the SCN or order, as the case may be, to the concerned MII for re-activation of the

trading/demat account.
1.11.2.7 The concerned MII shall re-activate all trading accounts/demat accounts of the
entity after ensuring that – a. the entity has provided a signed acknowledgement of receipt of the SCN / order passed by SEBI; and, b. confirmation is received from the registered intermediary that the KYC records are compliant with the extant norms. The concerned MII shall also inform the above to all other MIIs for reactivation of trading/ demat accounts. The signed acknowledgement shall be forwarded by the registered intermediary to the MII within 2 working days from the date of its receipt from the entity and the MII shall in turn forward it to SEBI within 2 working days of its receipt.
1.11.2.8 The process of reactivating the accounts by the MIIs shall not exceed more than
5 working days after receipt of request from the entity along with all the documents mentioned in Para 1.11.2.5.
1.11.2.9 The framework would also apply to joint accounts. However, before
deactivating the joint accounts, MIIs shall endeavor to contact the entity through the co-holders for delivery of SCN / order simultaneously by following the same process outlined above. 1.11.2.10The MIIs may deviate from the above provisions in appropriate cases, where the compliance with the framework is hampered due to factors beyond the control of the entity. In such cases, the MIIs shall record the reasons for deviating from the mandate of the framework and communicate the same to SEBI within 2 working days of such deviation. 1.11.2.11MIIs shall have a mechanism for exchange of information and coordination amongst themselves for the purpose of implementing the framework described above. MIIs shall submit a consolidated report indicating status of requests forwarded by SEBI, on a monthly basis. 1.11.2.12MIIs shall advise their registered intermediaries to ensure updation of KYC records at regular intervals as per the extant norms. This framework shall be in addition to and not in derogation of any Circular issued by SEBI or the MIIs with respect to KYC requirements or Unique Client Code norms. 1.11.2.13An Illustration covering different scenarios is as follows:
Illustration:
Scenarios: Delivery failure, deactivation of accounts and reactivation of accounts. SEBI advises the exchanges and depositories to serve the SCN on August 01, 2022. For the sake of simplicity, it is assumed that the entity has accounts with BSE, NSE, NSDL and CDSL with each account having different addresses* and that all calendar days are

working days. The following table depicts the course of action that would be taken by the MIIs depending on the circumstances. Action BSE NSE NSDL CDSL Physical delivery of SCN BSE makes multiple attempts on different addresses from August 1, 2022 to August 25, 2022 and the delivery at all locations becomes unsuccessful. NSE attempts the service on August 15, 2022 and the delivery becomes unsuccessfu l. NSDL attempts the service on August 16, 2022 and the delivery becomes unsuccessfu l. CDSL attempts the service on August 16, 2022 and the delivery becomes unsuccessfu l. Sharing of information on delivery status The detail s of unsuccessful delivery shall be shared with all the other MIIs on August 25, 2022. The details of unsuccessfu l delivery shall be shared with all the other MIIs on August 15, 2022. The details of unsuccessfu l delivery shall be shared with all the other MIIs on August 16, 2022. The details of unsuccessfu l delivery shall be shared with all the other MIIs on August 16, 2022. Implementing freeze on debit and credit of trading/demat accounts (within 5 working days from the last unsuccessful delivery report) Freeze shall be implemented by MIIs by August 30, 2022 as the last date of unsuccessful delivery is August 25, 2022. Before deactivation of the accounts, the MIIs shall once again reach out to the entity through email/SMS. Pursuant to the implementation of freeze, the reasons for the same shall be informed to the concerned intermediary and also displayed to the entity when an attempt is made to transact through his trading/demat account. Submission of updated KYC by the entity The entity submits updated KYC and the signed NA

acknowledgeme nt to the registered intermediary of BSE through which it is registered, on October 01, 2022. The intermediary shall intimate the same to BSE immediately. The registered intermediary shall also confirm the updated KYC details to the concerned KRA. Action BSE NSE NSDL CDSL Re-activation of demat and trading accounts (within 5 working days from the date of request by the entity) BSE shall re￾activate the accounts and inform all the other MIIs within October 06, 2022 as the date of submission of request by the entity was October 01, 2022. All the demat and trading accounts shall be re-activated within October 06, 2022. Forwarding of signed acknowledgeme nt to MII within 2 working days from date of receipt by the Signed acknowledgeme nt shall be forwarded to BSE by the registered intermediary within October 03, 2022 as the NA

intermediary date of receipt of signed acknowledgeme nt by the intermediary was October 01, 2022. Forwarding of signed acknowledgeme nt to SEBI within 2 working days from the date of receipt by MII In case the signed acknowledgment is received by BSE on October 10, 2022, the same shall be forwarded to SEBI within October 12, 2022. NA *-In cases where the same address is available across the MIIs, the MIIs shall co-ordinate among themselves and share the information to avoid duplication of efforts.
1.12 Safeguards to address the concerns of the investors on transfer of securities in
dematerialized mode 43&44
Following safeguards shall be put in place to address the concerns of the investors arising out of transfer of securities from the BO Accounts:
1.12.1 The depositories shall give more emphasis on investor education particularly with
regard to careful preservation of Delivery Instruction Slip (“DIS”) by the BOs. The Depositories may advise the BOs not to leave “blank or signed” DIS with the Depository Participants (DPs) or any other person/entity.
1.12.2 The DPs shall not accept pre-signed DIS with blank columns from the BO(s).
1.12.3 If the DIS booklet is lost / stolen / not traceable by the BO, the same must be
intimated to the DP immediately by the BO in writing. On receipt of such intimation, the DP shall cancel the unused DIS of the said booklet
1.12.4 The DP shall also ensure that a new DIS booklet is issued only on the strength of the
DIS instruction request slip (contained in the previous booklet) duly complete in all respects, unless the request for fresh booklet is due to loss, etc..

43 Reference: SEBI Circular SEBI/MRD/Dep/Cir-03/2007 dated February 13, 2007 and SEBI Circular SEBI/MRD/Dep/Cir-03/2008 dated February 28, 2008 44 Reference:SEBI Circular SEBI/HO/MRD/MRD-PoD-2/P/CIR/2024/18 dated March 20,2024

Further, in case the request for issuance of the DIS booklet is received in an inactive/dormant account, the DIS booklet shall be delivered at the registered address of the BO as per the DP records. This shall help ensure the genuineness of the BO’s request for issuance of DIS. Such issuance of DIS shall be authorized by the Compliance Officer or any other designated senior official of the DP. Explanation:

1. An inactive/dormant account refers to an account where no transaction has taken place for
   a continuous period of 12 months.
2. Further, a credit in the demat account through purchase of securities and voluntary
   corporate action (such as subscribing to rights issues/ systematic investment plans (SIPs) of mutual funds, etc.) may be considered as a transaction for assessing the dormancy. However, any credit due to involuntary corporate action (such as bonus, split, etc.) may not be considered as transaction for assessing the dormancy.
   1.12.5 The DPs shall not issue more than 10 loose DIS to one account holder in a financial
   year (April to March). The loose DIS can be issued only if the BO(s) come in person and sign the loose DIS in the presence of an authorised DP official.
   1.12.6 The DPs shall put in place appropriate checks and balances with regard to
   verification of signatures of the BOs while processing the DIS.
   1.12.7 The DPs shall cross check with the BOs under exceptional circumstances before
   acting upon the DIS.
   1.12.8 The DPs shall mandatorily verify with a BO before acting upon the DIS, in case of an
   inactive/dormant account, whenever any security in such account is transferred at a time. Such verification by DPs shall require a recorded phone call on registered number of BO by the authorized official of the DP and shall be additionally authorised by the Compliance officer or any other designated senior official of the DP. The authorized official of the DP verifying such transactions with the BO, shall record the details of the process, date, time, etc., of the verification on the instruction slip under his/her signature. However, in case of active accounts, such verification may be made mandatory only if the BO account has 5 or more International Securities Identification Number (ISINs) and all such ISIN balances are transferred at a time. The authorized official of the DP verifying such transactions with the BO, shall record the details of the process, date, time, etc., of the verification on the instruction slip under his signature. Such verifications shall be additionally authorized by the Compliance Officer or any other designated senior official of the DP.

1.13 Delivery Instruction Slip (DIS) Issuance and Processing 45
Standardization of DIS
i. Depositories shall ensure that the DIS is standardized across all DPs in terms of:
a) Serial Numbering of DIS so as to enable system level checks by the depositories. b) Layout and size of DIS so as to facilitate scanning and easy retrievability of records
ii. The DIS must bear a pre-printed serial number, DP ID, and a pre-printed/pre
stamped Beneficial Owner (BO) ID. The depositories shall prescribe a standard method of serial numbering and ensure that serial numbers issued by a DP are unique within the DP-ID.
iii. DPs shall ensure that
a) same DIS shall not be used for giving both market and off-market instructions b) a single DIS shall not be used for transactions with multiple execution dates. Monitoring of DIS
iv. Upon issuance of DIS booklets or loose slips to BO, the DPs shall make available
immediately the following details of the DIS to the depository system electronically:
a) the DIS serial number b) BO ID c) date of issuance, and d) any other relevant details as decided by the depository
v. At the time of execution of DIS, DPs shall enter the serial number of DIS in the
depository system for validation. The depositories shall make provisions in their systems to facilitate the same.
vi. In respect of all the transfer instructions on a DIS, Depositories shall validate the
serial number of DIS and shall ensure that no instructions accompanied by a used DIS or unissued DIS are processed. Scanning of DIS
vii. DPs shall scan every DIS executed during a day along with all Annexures/
Computer printouts, if any, by the end of the next working day in the manner specified by the depository.
viii. The depositories shall ensure that their DPs have adequate infrastructure, systems
and processes to implement scanning, storage and transfer of the scanned DIS in the manner specified by the depositories.
ix. The depositories shall ensure that the systems set up by the DPs maintain proper
records of all scanned DIS images including audit trails for changes made, if any

45 Reference: SEBI Circular SEBI/MRD/DOP/01/2014 dated January 07, 2014

and put in place adequate checks and procedures to prevent unauthorized changes to scanned DIS.
x. Depositories shall utilize the archived scanned images for off-site inspection.
xi. Above provisions shall not be applicable for the instructions received from the
clients by the DPs electronically in a manner approved by the Depository.
xii. Once a new DIS booklet is issued to a BO as per above provisions, old DIS issued to
such a BO shall not be accepted by the DP. A period of one month may be given for receipt of DIS by the BOs. The DPs may accept old DIS during this transit period. 46 All the measures listed above under the head 'Monitoring of DIS' shall be made applicable to the DIS issued as per the provisions of this circular.  Acceptance of Delivery Instructions through Online Portal of Depository Participants 47:
While accepting delivery instructions through online portal of Depository Participants, Depositories need to ensure that investors' authentication is being carried-out by them, through Password/TPIN, along-with OTP, both generated at Depositories end, for each transaction.  Acceptance of Delivery Instruction through Online Portal of Intermediaries 48

1. Towards safeguarding the interest of the investors and market eco-system, it is
   decided that in case Depositories intend to permit acceptance of Delivery Instruction through Online Portal of intermediaries, they need to ensure that risk entailed by introducing such system are curtailed. Towards this end, Depositories need to incorporate necessary risk containment measures, including the following:
   a) e-DIS facility: The facility of e-DIS has to be true to its label and should: -
   i. Necessarily capture all details that are otherwise being captured in
   physical DIS, including settlement number and actual quantity to be transferred in case of on-market transfers.
   ii. be an instruction towards actual transfer of securities to meet obligation
   for a single settlement number/date. b) Pre-trade authorization/ mandate: If Depositories wish to continue providing the facility of enabling receipt of pre-trade mandate from client, Depositories should ensure the following:
   i. The mandate should be received from client authorizing the concerned
   intermediary to transfer specific securities for meeting on-market settlement obligation only.

46 Reference: SEBI Circular CIR/MRD/DP/22/2014 dated July 04, 2014 47 Reference: SEBI Letter MRD2/DDAP/OW/P/2020/19443/1 dated November 13, 2020 48 Reference: SEBI Letter SEBI/HO/MRD2/DDAP/OW/P/2021/1632/1 dated January 20, 2021

ii. Such mandate should necessarily pertain to a single settlement
number/settlement date.
iii. Client shall be required to authorize each mandate valid for a single
settlement number / settlement date, by way of OTP and PIN/password, both generated at Depositories end.
iv. Prior to executing actual transfer of securities based on details provided
by intermediary, Depositories need to match and confirm the same with mandate provided by client as well as client-wise net delivery obligation arising from the trades executed on exchanges, as provided by Clearing Corporation to Depositories for each settlement date.
v. Securities transferred on the basis of mandate provided by client should
be credited only to client's trading member pool account.
vi. Intermediary providing this facility have enabled its client to revoke /
cancel the mandate provided by them.
vii. Depositories shall take necessary steps to safeguard themselves from any
liability arising under Section 16 of Depositories Act, 1996, for losses, if any, to the beneficiary owner on account of providing this facility. In addition, within the specified timeline, Depositories need to communicate to Stock Brokers/DPs providing this facility to ensure that mandate provided by client adheres to requirement specified in Annexure 4. c) Depository shall ensure they have taken all risk containment measures while permitting intermediaries to provide e-DIS facility and pre-trade authorization/mandate, including cyber-security related measures. d) Depository shall make necessary amendments to its bye-laws/business rules/operating instruction of Depositories for implementation of above directions. e) Further, the requirement for Depositories to carry-out authentication based on Password/TPIN, along-with OTP, both generated at Depositories end for each transaction/ e-DIS transfer instruction/pre-trade mandate, shall continue to apply.
2. Implementation:
a. No new intermediary shall be permitted to provide e-DIS / mandate facility, until Depositories ensure necessary checks and balances are in place, including implementation of above directions. b. Further, for existing Intermediaries to continue providing e-DIS/mandate facility, Depositories need to ensure that necessary checks and balances are in place, including implementation of the above directions

3. Depositories are further advised to place before their respective Boards the
   measures taken by the Depository towards incorporating the directions as stated above. Further, a compliance report, along-with comments of the board of Depository, with regard to implementation of abovementioned SEBI directions shall be submitted to SEBI.
   1.14 Nomination for Eligible Trading and Demat Accounts 49
   1.14.1 Section 72 of Companies Act, 2013 provides for nomination by a holder of securities.
   1.14.2 Investors opening new demat account(s) on or after October 01, 2021, shall have the
   choice of providing nomination or opting out nomination, as follows; a. The format for nomination form is given in Annexure 5 b. Opt out of nomination through ‘Declaration Form’, as provided in Annexure 6 These forms at Annexure 5 or 6, would also be applicable for any subsequent change/withdrawal of nomination.
   1.14.3 In this regard, DPs shall activate new Demat accounts from October 01, 2021, only
   upon receipt of above formats.
   1.14.4 The nomination and Declaration form shall be signed under wet signature of the
   account holder(s) and witness shall not be required. However, if the account holder(s) affixes thumb impression (instead of wet signature), then witness signature shall be required in the forms.
   1.14.5 The on-line nomination and Declaration form may also be signed using e-Sign
   facility and in that case witness will not be required.
   1.14.6 DPs shall ensure that adequate systems are in place including for providing for eSign
   facility and also take all necessary steps to maintain confidentiality and safety of client records.
   1.14.7 Non-submission of ‘choice of nomination’ shall not result in freezing of Demat
   Accounts as well as Mutual Fund Folios.
   1.14.8 Securityholders holding securities in physical form shall be eligible for receipt of any
   payment including dividend, interest or redemption payment as well as to lodge grievance or avail any service request from the RTA even if 'choice of nomination' is not submitted by these securityholders.
   1.14.9 Payments including dividend, interest or redemption payment withheld presently
   by the Listed Companies/RTAs, only for want of ‘choice of nomination’ shall be processed accordingly.

49 Reference: SEBI Circular SEBI/HO/MIRSD/RTAMB/CIR/P/2021/601 dated July 23, 2021 and SEBI Circular SEBI/HO/MIRSD/POD-1/P/CIR/2024/81 dated June 10,2024

1.14.10 All new investors/unitholders shall continue to be required to mandatorily provide
the 'Choice of Nomination' for demat accounts/ MF Folios (except for jointly held Demat Accounts and Mutual Fund Folios). 1.14.11Further, to encourage the existing investors to provide 'choice of nomination', a popup shall be provided on web/mobile application/platform to the investors by Depositories and Depository Participants while logging into the Demat Account and by AMCs (including MF RTAs, other platforms providing online execution services) while logging into their MF account. This pop-up may be shown only to those clients whose MF Folios/demat account(s) do not have 'choice of nomination'. 1.14.12DPs shall encourage their clients to update ‘choice of nomination’ by sending a communication on fortnightly basis by way of emails and SMS to all such demat accounts wherein the ‘choice of nomination’ is not captured. The communication shall provide guidance through which the client can provide his/her ‘choice of nomination’. 1.14.13On the basis of representations received from various stakeholders, it has been decided that 50:
a. existing investors who have not submitted nomination details and intend to submit their nomination or opt out of nomination (not to nominate any one) may also be allowed to do so by way of two factor authentication (2FA) login on the internet trading platform for Depository Participants providing such services.
1.15 Transmission of shares 51
The depositories may permit upto three nominees with respect to a demat account.
1.16 Simplification of procedure and standardization of formats of documents for
transmission of securities 52
Please refer SEBI Master Circular SEBI/HO/MIRSD/PoD1/CIR/2024/37 dated May 07, 2024
1.17 Mode of Operation and Transmission of Securities in Joint Demat Accounts 53
1.17.1 In order to streamline the process of operation and make the transmission of
securities more efficient and investor friendly in demat accounts with joint holding,

50 Reference: SEBI Circular SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/23 dated February 24, 2022 51 Reference: SEBI Letter MRD//DP/OW/23881/2015 dated August 24, 2015 regarding multiple nominations in demat accounts 52 Reference: SEBI Circular SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/65 dated May 18, 2022 and SEBI Master Circular SEBI/HO/MIRSD/PoD1/CIR/2024/37 dated May 07, 2024 53 Reference: SEBI Letter MRD2/DDAP/OW/P/2021/8568/1 dated April 09, 2021 and letter SEBI/HO/MIRSD/POD-1/OW/P?2024/20944/1 dated June 26, 2024.

it has been decided to incorporate the following changes:
Mode of Operation
i. The account holders having joint accounts may opt for any of the following
modes of operation of the account by submitting a specific instruction at the time of demat account opening or at a later date duly signed by all account holders:
a. 'Jointly' b. 'Anyone of the holders or survivor(s)'
ii. The mode of operation mentioned at Para 1.17.1 (i) (a) and (b) above may be
used only for the following transactions:
a. Transfer of securities including Inter-Depository Transfer. b. Pledge / hypothecation / margin pledge / margin re-pledge (creation, closure and invocation, and confirmation thereof, as applicable).
c. Freeze/unfreeze account and/or the ISIN and/or specific number of
securities
However, for all other transactions at joint account level, the mode of operation shall be as mentioned at Para 1.17.1 (i) (a) above.
iii. All existing joint account holders may also opt for one of the modes of operation
mentioned at Para 1.17.1 (i).
iv. Where the account holders have opted for operation by any one holder, the
instructions above should be duly signed by any one of the holders of the joint account.
v. With regard to all transactions undertaken in the client demat account,
signature of one of the client account holders as per the mandate of operation given by the joint account holders shall discharge the Participant in full vis-à￾vis all account holders.
vi. Each client account holder in the demat account is jointly and severally liable
towards the Participant for all the commitments entered into by himself/herself or by any other client account holder or authorized representative (within the limits of power).
vii. Any account holder may opt out from the facility as mentioned at Para 1.17.1 (i)
by giving signed written request to the Participant and upon receipt of such a request by Participant, the Participant shall change the mode of operation to 'jointly'.
viii. In case of a joint account, all communications shall be sent to the first holder
and shall be deemed to have been duly sent to all client account holders. Participant shall give an option to all joint account holders that communication will be sent to all joint account holders in electronic mode, if desired by account holders.

ix. This arrangement of mode of operation shall not expire on the death of one of
the client holders, if the surviving account holders choose the option to continue with the same account by deletion of deceased's name. Depository shall retain an audit trail in the system to record the deletion of the client holders due to death.
x. In the event of the death of any of the joint holders, the liability of the Participant
shall be discharged provided the Participant:
a. Exercises due care and caution in establishing the identity of the survivor(s) and the fact of death of the joint demat account holder, through appropriate documentary evidence; b. Reasonably satisfies itself that there is no order from any competent court brought to its notice restraining the transmission of the deceased's securities; and
c. Makes it clear to the survivor(s) that he/she would be receiving the
securities of the deceased as a trustee of the legal heirs of the deceased demat account holder.
1.18 Execution of Power of Attorney (PoA) by the Client in favour of the Stock Broker/ Stock
Broker and Depository Participant 54
Kindly refer para titled ‘Execution of Power of Attorney (PoA) by the Client in favour of the Stock Broker/ Stock Broker and Depository Participant’ of https://www.sebi.gov.in/legal/master-circulars/aug-2024/master-circular-for-stock￾brokers_85605.html dated August 09, 2024 (Master circular for Stock Brokers)
1.19 Execution of ‘Demat Debit and Pledge Instruction’ (DDPI) for transfer of securities
towards deliveries / settlement obligations and pledging / re-pledging of securities 55 Kindly refer para titled ‘Execution of Demat Debit and Pledge Instruction (DDPI) for transfer of securities towards deliveries / settlement obligations and pledging / re￾pledging of securities’ of https://www.sebi.gov.in/legal/master-circulars/aug-2024/master-circular￾for-stock-brokers_85605.html dated August 09, 2024 (Master circular for Stock Brokers)
1.20 SMS alerts for demat accounts operated by Power of Attorney 56
Subscription to SMS Alert facility for depository accounts operated through Power of Attorney (POA) would be mandatory except in case of accounts held by non-individuals,

54 Reference: SEBI Circular CIR/MRD/DMS/13/2010 dated April 23, 2010, CIR/MRD/DMS/28/2010 dated August 31, 2010 and SEBI/HO/MIRSD/DOP/CIR/P/2020/158 dated August 27, 2020 55 Reference: SEBI Circular SEBI/HO/MIRSD/DoP/P/CIR/2022/44 dated April 04, 2022 and SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2022/137 dated October 06, 2022 56 Reference: SEBI Letter SEBI/MRD/DEP/VM/169784 /09 dated July 15, 2009

foreign nationals, and NRIs.
1.21 Exemption from sending quarterly statements of transactions by depository
participants (DPs) to clients in respect of demat accounts with no transactions and no security balances 57
1.21.1 SEBI has provided exemption to DPs from sending quarterly transaction statements
to the clients in respect of demat accounts with no transactions and no security balances subject to the following conditions:
1.21.1.1 Client is informed in advance that it will not be receiving Transaction
Statements for such accounts till there are any transactions or security holdings in the demat account.
1.21.1.2 KYC and PAN requirement in respect of all such depository accounts are
complied.
1.21.1.3 No Annual Maintenance Charges are levied for such an account.
1.21.1.4 Information which is required to be disseminated by Participants by way of a
note in the Transaction Statements will be required to be communicated to such Clients separately.
1.21.1.5 The Internal Auditor of the Participant shall comment in its internal audit report
on compliance of the aforesaid requirements.
1.22 Discontinuation of sending transaction statements by depository participants to
clients 58
SEBI has allowed discontinuation of sending transaction statements by depository participants to clients subject to the following conditions:
1.22.1 Transaction statements were returned undelivered on three consecutive occasions.
1.22.2 The DP maintains proof that the transaction statements were returned undelivered.
1.22.3 The transaction statements were returned undelivered for the reasons which clearly
establish that the client no longer resides at the given address (i.e. party shifted, etc.) and not for other reasons (i.e. residence/office closed, address incorrect, address incomplete, etc.).
1.22.4 The DP informs such clients through alternative means (such as outbound call, SMS
or email) that their transaction statements are returned undelivered and they need to communicate the proper (new) address.
1.22.5 The DP ensures that on receipt of request for address modification from the client
as per the stipulated procedure, the dispatch of transaction statements is

57 Reference: SEBI Letter MRD/CDSL/VM/155773/2009 dated February 27, 2009, MRD/DoP/NSDL/VM/168994 /2009 dated July 07, 2009 and MRD/CDSL/VM/168989 /2009 dated July 07, 2009 58 Reference: SEBI Letter MRD/NSDL/VM/158886 /2009 dated March 30, 2009

immediately started. Further, the DP ensures that transaction statements that were not delivered and dispatched due to discontinuation are also dispatched immediately without any additional cost to the clients.
1.23 Exemption to Depository Participants (DPs) from providing hard copies of transaction
statements to BOs 59
DPs are permitted to provide transaction statements and other documents to the BOs under Digital signature, as governed under the Information Technology Act, 2000, subject to the DP entering into a legally enforceable arrangement with the BO for the said purpose. While such practice in the aforesaid manner shall be deemed to be in compliance of the provisions of the Regulation 60 of Securities and Exchange Board of India (Depositories & Participants) Regulations, 2018 (“DP Regulations”); if the BO is still desirous of receiving statements in hard copy, DPs shall be duty bound to provide the same.
1.24 Consolidated Account Statement (CAS) for all securities assets 60
1.24.1 It has been decided to enable a single consolidated view of all the investments of
an investor in Mutual Funds (MF) and securities held in demat form with the Depositories.
1.24.2 The Depositories and the Asset Management Companies (AMCs)/ MF-RTAs shall
put in place systems to facilitate generation and dispatch of single Consolidated Account Statements (CAS) for investors having MF investments and holding demat accounts. AMCs/ RTAs shall share the requisite information with the Depositories on monthly basis to enable generation of CAS.
1.24.3 Consolidation of account statement shall be done on the basis of PAN. In case of
multiple holding, it shall be PAN of the first holder and pattern of holding. Based on the PANs provided by the AMCs/MF-RTAs, the Depositories shall match their PAN database to determine the common PANs and allocate the PANs among themselves for the purpose of sending CAS. For PANs which are common between depositories and AMCs, the Depositories shall send the CAS. In other cases (i.e. PANs with no demat account and only MF units holding), the AMCs/ MF-RTAs shall continue to send the CAS to their unit holders as is being done presently in compliance with the Regulation 36(4) of the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996 (“Mutual Fund Regulations”).
1.24.4 In case investors have multiple accounts across the two depositories, the depository
having the demat account which has been opened earlier shall be the default depository which will consolidate details across depositories and MF investments

59 Reference: SEBI Circular MRD/DoP/Dep/Cir-27/2004 dated August 16, 2004 60 Reference: SEBI Circular CIR/MRD/DP/31/2014 dated November 12, 2014

and dispatch the CAS to the investor. However, option shall be given to the demat account holder by the default depository to choose the depository through which the investor wishes to receive the CAS.
1.24.5 The CAS shall be generated on a monthly basis. The AMCs /MF-RTAs shall
provide the data with respect to the common PANs to the depositories within three days from the month end. The depositories shall then consolidate and dispatch the CAS within ten days from the month end.
1.24.6 The CAS shall be dispatched by email to all the investors whose email addresses are
registered with the Depositories and AMCs/MF-RTAs. However, where an investor does not wish to receive CAS through email, option shall be given to the investor to receive the CAS in physical form at the address registered with the Depositories and the AMCs/MF-RTAs. The depositories shall also intimate the investor on quarterly basis through the SMS mode specifying the email id on which the CAS is being sent 61.
1.24.7 A proper grievance redressal mechanism shall be put in place by the depositories
and the AMCs/MF-RTAs which shall also be communicated to the investors through CAS. AMCs/MF-RTAs would be accountable for the authenticity of the information provided through CAS in respect of MF investments and timely sharing of such information with Depositories. The Depositories would be responsible for the timely dispatch of CAS to the investors serviced by them and the demat account information.
1.24.8 The depositories and the AMCs/ MF-RTAs shall ensure data integrity and
confidentiality in respect of the shared information. The depositories shall utilise the shared data only for the purpose of providing CAS and shall not share the same with their DPs. Where Depositories are required to share such information with unregulated entities like third party printers, the depositories shall enter into necessary data confidentiality agreements with them.
1.24.9 The CAS shall be implemented from the month of March 2015 with respect to the
transactions carried out during the month of February 2015.
1.24.10 If an investor does not wish to receive CAS, an option shall be given to the investor
to indicate negative consent. Depositories shall accordingly inform investors in their statements from the month of January 2015 about the facility of CAS and give them information on how to opt out of the facility if they do not wish to avail it.
1.24.11 Where such an option is exercised, the concerned depository shall inform the
AMC/MF-RTA accordingly and the data with respect to the said investor shall not be shared by the AMC/MF-RTA with the depository.
1.24.12 If there is any transaction in any of the demat accounts of the investor or in any of

61 Reference: SEBI Circular SEBI/HO/MRD-PoD2/CIR/P/2024/93 dated July 01, 2024

his mutual fund folios, then CAS shall be sent to that investor through email on monthly basis. In case there is no transaction in any of the mutual fund and demat accounts then CAS with holding details shall be sent to the investors by email on half yearly basis. However, where an investor does not wish to receive CAS through email, option shall be given to the investor to receive the CAS in physical form at the address registered with the Depositories and the AMCs/MF-RTAs. 62
1.24.13 Further, the holding statement dispatched by the DPs to their BOs with respect to
the dormant demat accounts with balances shall also be dispatched half-yearly.
1.24.14 The dispatch of CAS by the depositories to BOs would constitute compliance by
the Depository Participants with requirement under Regulation 60 of DP Regulations, to provide statements of account to the BOs as also compliance by the MFs with the requirement under Regulation 36(4) of the Mutual Funds Regulations.
1.25 Generation and Dispatch of Consolidated Account Statement 63
1.25.1 It is noted that depositories are providing CAS to all investors having a demat
account and mutual fund holdings in statement of account (SOA) form only. Further, in scenarios where investor is having mutual fund holdings in demat form or having only demat account with no mutual fund holdings, no consolidation is happening across depositories and depositories are providing separate holding statements for themselves.
1.25.2 In this regard, it is felt that extending the requirement of generation and dispatch of
CAS to abovementioned scenarios will truly enable a single consolidated view of all the investments of investor in mutual fund and securities held in demat form with the depositories.
1.25.3 In view of the above, depositories are advised to coordinate with each other so as to
provide for generation and dispatch of CAS for the above mentioned scenarios.
1.25.4 Further, all the other provisions and modalities with regards to generation and
dispatch of CAS will remain the same as prescribed in Para 1.24 above.
1.26 Redressal of investor grievances through SEBI Complaints Redress System (SCORES)
platform 64 & Procedure for filing and redressal of investor grievances using SCORES 65 Kindly refer SEBI Circular SEBI/HO/OIAE/IGRD/P/CIR/202 dated November 07, 2022 (Master Circular on the redressal of investor grievances through the SEBI

62 Reference: SEBI Circular SEBI/HO/MRD-PoD2/CIR/P/2024/93 dated July 01, 2024 63 Reference: SEBI Letter SEBl/HO/MRD/SEC-2/P/OW/2023/00001730411 dated April 28, 64 Reference: SEBI Circular CIR/OIAE/1/2014 dated December 18, 2014 65 Reference: SEBI Circular SEBI/HO/OIAE/IGRD/CIR/P/2018/58 dated March 26, 2018

Complaints Redress System (SCORES) platform) and SEBI Circular SEBI/HO/OIAE/OIAE_IAD-3/P/CIR/2023/191 dated December 20,2023
1.27 Framework for the process of accreditation of investors for the purpose of Innovators
Growth Platform 66
Kindly refer para titled ‘Framework for the process of recognition of investors for the purpose of Innovators Growth Platform’ of SEBI Circular SEBI/HO/CFD/PoD￾2/P/CIR/2023/00094 dated June 21, 2023 (Master Circular for Issue of Capital and Disclosure Requirements)
1.28 Common Application Form for Foreign Portfolio Investors 67
Kindly refer para titled ‘Guidance for Processing of FPI applications by DDPs’ of https://www.sebi.gov.in/legal/master-circulars/may-2024/master-circular-for￾foreign-portfolio-investors-designated-depository-participants-and-eligible-foreign￾investors-_83689.html dated May 30, 2024 (Master Circular for Foreign Portfolio Investors, Designated Depository Participants and Eligible Foreign Investors)

66 Reference: SEBI Circular SEBI/HO/CFD/DIL2/CIR/P/2019/67 dated May 22, 2019 67 Reference: SEBI Circular IMD/FPI&C/CIR/P/2020/022 dated February 04, 2020

Section 2: Depository Participants Related
2.1 Online Registration Mechanism for Securities Market Intermediaries 68
Kindly refer para titled ‘Online Registration Mechanism for Securities Market Intermediaries’ of https://www.sebi.gov.in/legal/master-circulars/aug-2024/master-circular-for￾stock-brokers_85605.html dated August 09, 2024 (Master circular for Stock Brokers)
2.2 Supervision of branches of DPs 69
2.2.1 To ensure compliance with Regulation 63 of the DP Regulations, and Clause 19 of
the Code of Conduct for Participants contained in the Third Schedule to the DP Regulations the DP shall ensure that it has satisfactory internal control procedure in place, inclusive of their branch offices. DPs are therefore required in terms of these provisions to put in place appropriate mechanisms to ensure that their branches are carrying on the operations in compliance with the applicable regulations, bye-laws, etc. DPs are also required to put in place suitable internal control systems to ensure that all branches exercise due diligence in opening accounts, complying with KYC requirements, in ensuring systems safety in complying with client instructions, manner of uploading client instructions, in verifying signatures and maintaining client records, etc. DPs shall also ensure that the branches are suitably integrated.
2.2.2 Depositories shall examine the adequacy of the above mechanisms during their
inspections of DPs. The Depositories shall also carry out surprise inspections/ checks of the DP branches apart from the regular inspection of the DPs. Depositories shall also put in place appropriate mechanisms for monitoring opening of branches by DPs.
2.3 Incentivisation to Depository Participants (DPs) 70
2.3.1 In order to compensate the DPs towards the cost of opening and maintaining Basic
Services Demat Accounts (BSDA), the depositories shall pay an incentive of Rs. 100/- for every new BSDA opened by their participants in other than the top 15 cities. The name of the top 15 cities is given in following table:
Top 15 Cities
Sr.
No.
Name of the City

1. MUMBAI
2. DELHI
3. AHMEDABAD

68 Reference: SEBI Circular SEBI/HO/MIRSD/MIRSD1/CIR/P/2017/38 dated May 02, 2017 69 Reference: SEBI Circular MIRSD/DPS-III/Cir-9/07 dated July 3, 2007 70 Reference: SEBI Circular CIR/MRD/DP/18/2015 dated December 09, 2015

4. BANGALORE
5. CHENNAI
6. PUNE
7. KOLKATA
8. THANE
9. HYDERABAD
10. SURAT
11. JAIPUR
12. VADODARA
13. SECUNDARABAD
14. RAJKOT
15. INDORE
    2.3.2 The incentive shall be provided at the end of the financial year only with respect to
    the new BSDA opened during the financial year and which displayed at least one credit in the account during the Financial Year.
    2.3.3 Further to the above, in order to incentivize the DPs to promote holdings in the
    BSDA, the depositories may pay an amount of Rs. 2 per folio per ISIN to the respective depository participant (DP), in respect of the ISIN positions held in Basic Service Demat Accounts (BSDA). This incentive may be provided with respect to all the BSDA in the depository system.
    2.3.4 The reimbursement to DPs shall be made on an annual basis at the end of the
    financial year. The depositories shall set aside 20% of the incremental revenue received from the Issuers to manage the aforementioned incentive schemes. Any surplus after reimbursement of DPs may be utilized by the depositories to incentivize the DPs for promoting financial inclusion, encouraging investors to hold Mutual Fund Units in demat account and familiarizing the investors on the OFS mechanism, etc.
    2.3.5 The incentive scheme may be reviewed after a period of two years.
    2.4 Guidelines on Outsourcing of Activities by Intermediaries 71
    2.4.1 SEBI Regulations for various intermediaries require that they shall render at all
    times high standards of service and exercise due diligence and ensure proper care in their operations.
    2.4.2 It has been observed that often the intermediaries resort to outsourcing with a view
    to reduce costs, and at times, for strategic reasons.

71 Reference: SEBI Circular CIR/MIRSD/24/2011 dated December 15, 2011 and SEBI Circular SEBI/HO/ MIRSD/POD-1/P/CIR/2024/110 dated August 09,2024

2.4.3 Outsourcing may be defined as the use of one or more than one third party – either
within or outside the group - by a registered intermediary to perform the activities associated with services which the intermediary offers.
2.4.4 Principles for Outsourcing
The risks associated with outsourcing may be operational risk, reputational risk, legal risk, country risk, strategic risk, exit-strategy risk, counter party risk, concentration and systemic risk. In order to address the concerns arising from the outsourcing of activities by intermediaries based on the principles advocated by the IOSCO and the experience of Indian markets, SEBI had prepared a concept paper on outsourcing of activities related to services offered by intermediaries. Based on the feedback received on the discussion paper and also discussion held with various intermediaries, stock exchanges and depositories, the principles for outsourcing by intermediaries have been framed. The principles for outsourcing are given below at Para 2.4.7 to Para 2.4.14. These principles shall be followed by all intermediaries registered with SEBI.
2.4.5 Activities that shall not be Outsourced
The intermediaries desirous of outsourcing their activities shall not, however, outsource their core business activities and compliance functions. A few examples of core business activities may be – execution of orders and monitoring of trading activities of clients in case of stock brokers; dematerialisation of securities in case of depository participants; investment related activities in case of Mutual Funds and Portfolio Managers. Regarding Know Your Client (KYC) requirements, the intermediaries shall comply with the provisions of KRA Regulations and Guidelines issued thereunder from time to time.
2.4.6 Other Obligations
i. Reporting To Financial Intelligence Unit (FIU) - The intermediaries shall be
responsible for reporting of any suspicious transactions / reports to FIU or any other competent authority in respect of activities carried out by the third parties.
ii. Need for Self-Assessment of existing Outsourcing Arrangements – In view of
the changing business activities and complexities of various financial products, intermediaries shall conduct a self-assessment of their existing outsourcing arrangements within a time bound plan* and bring them in line with the requirements of the guidelines/principles *not later than six months from the date of issuance of original circular i.e. December 15, 2011 PRINCIPLES FOR OUTSOURCING FOR INTERMEDIARIES
2.4.7 An intermediary seeking to outsource activities shall have in place a
comprehensive policy to guide the assessment of whether and how those activities can be appropriately outsourced. The Board / partners (as the case may be)

{hereinafter referred to as the “the Board”} of the intermediary shall have the responsibility for the outsourcing policy and related overall responsibility for activities undertaken under that policy.
2.4.7.1 The policy shall cover activities or the nature of activities that can be outsourced,
the authorities who can approve outsourcing of such activities, and the selection of third party to whom it can be outsourced. For example, an activity shall not be outsourced if it would impair the supervisory authority’s right to assess, or its ability to supervise the business of the intermediary. The policy shall be based on an evaluation of risk concentrations, limits on the acceptable overall level of outsourced activities, risks arising from outsourcing multiple activities to the same entity, etc.
2.4.7.2 The Board shall mandate a regular review of outsourcing policy for such
activities in the wake of changing business environment. It shall also have overall responsibility for ensuring that all ongoing outsourcing decisions taken by the intermediary and the activities undertaken by the third-party, are in keeping with its outsourcing policy.
2.4.8 The intermediary shall establish a comprehensive outsourcing risk management
programme to address the outsourced activities and the relationship with the third party.
2.4.8.1 An intermediary shall make an assessment of outsourcing risk which depends
on several factors, including the scope and materiality of the outsourced activity, etc. The factors that could help in considering materiality in a risk management programme include￾2.4.8.1.1 The impact of failure of a third party to adequately perform the activity on the financial, reputational and operational performance of the intermediary and on the investors / clients;
2.4.8.1.2 Ability of the intermediary to cope up with the work, in case of non￾performance or failure by a third party by having suitable back-up
arrangements;
2.4.8.1.3 Regulatory status of the third party, including its fitness and probity status;
2.4.8.1.4 Situations involving conflict of interest between the intermediary and the
third party and the measures put in place by the intermediary to address such potential conflicts, etc.
2.4.8.2 While there shall not be any prohibition on a group entity / associate of the
intermediary to act as the third party, systems shall be put in place to have an arm’s length distance between the intermediary and the third party in terms of infrastructure, manpower, decision-making, record keeping, etc. for avoidance of potential conflict of interests. Necessary disclosures in this regard shall be made as part of the contractual agreement. It shall be kept in mind that the risk

management practices expected to be adopted by an intermediary while outsourcing to a related party or an associate would be identical to those followed while outsourcing to an unrelated party.
2.4.8.3 The records relating to all activities outsourced shall be preserved centrally so
that the same is readily accessible for review by the Board of the intermediary and / or its senior management, as and when needed. Such records shall be regularly updated and may also form part of the corporate governance review by the management of the intermediary.
2.4.8.4 Regular reviews by internal or external auditors of the outsourcing policies, risk
management system and requirements of the regulator shall be mandated by the Board wherever felt necessary. The intermediary shall review the financial and operational capabilities of the third party in order to assess its ability to continue to meet its outsourcing obligations.
2.4.9 The intermediary shall ensure that outsourcing arrangements neither diminish its
ability to fulfil its obligations to customers and regulators, nor impede effective supervision by the regulators.
2.4.9.1 The intermediary shall be fully liable and accountable for the activities that are
being outsourced to the same extent as if the service were provided in-house.
2.4.9.2 Outsourcing arrangements shall not affect the rights of an investor or client
against the intermediary in any manner. The intermediary shall be liable to the investors for the loss incurred by them due to the failure of the third party and also be responsible for redressal of the grievances received from investors arising out of activities rendered by the third party.
2.4.9.3 The facilities / premises / data that are involved in carrying out the outsourced
activity by the service provider shall be deemed to be those of the registered intermediary. The intermediary itself and Regulator or the persons authorized by it shall have the right to access the same at any point of time.
2.4.9.4 Outsourcing arrangements shall not impair the ability of SEBI/SRO or auditors
to exercise its regulatory responsibilities such as supervision/inspection of the intermediary.
2.4.10 The intermediary shall conduct appropriate due diligence in selecting the third
party and in monitoring of its performance.
2.4.10.1 It is important that the intermediary exercises due care, skill, and diligence in the
selection of the third party to ensure that the third party has the ability and capacity to undertake the provision of the service effectively.
2.4.10.2 The due diligence undertaken by an intermediary shall include assessment of:
2.4.10.2.1 third party’s resources and capabilities, including financial soundness, to
perform the outsourcing work within the timelines fixed;

2.4.10.2.2 compatibility of the practices and systems of the third party with the
intermediary’s requirements and objectives;
2.4.10.2.3 market feedback of the prospective third party’s business reputation and
track record of their services rendered in the past;
2.4.10.2.4 level of concentration of the outsourced arrangements with a single third
party; and
2.4.10.2.5 the environment of the foreign country where the third party is located.
2.4.11 Outsourcing relationships shall be governed by written contracts / agreements /
terms and conditions (as deemed appropriate) {hereinafter referred to as “contract”} that clearly describe all material aspects of the outsourcing arrangement, including the rights, responsibilities and expectations of the parties to the contract, client confidentiality issues, termination procedures, etc.
2.4.11.1 Outsourcing arrangements shall be governed by a clearly defined and legally
binding written contract between the intermediary and each of the third parties, the nature and detail of which shall be appropriate to the materiality of the outsourced activity in relation to the ongoing business of the intermediary.
2.4.11.2 Care shall be taken to ensure that the outsourcing contract:
2.4.11.2.1 clearly defines what activities are going to be outsourced, including
appropriate service and performance levels;
2.4.11.2.2 provides for mutual rights, obligations and responsibilities of the
intermediary and the third party, including indemnity by the parties;
2.4.11.2.3 provides for the liability of the third party to the intermediary for
unsatisfactory performance/other breach of the contract
2.4.11.2.4 provides for the continuous monitoring and assessment by the
intermediary of the third party so that any necessary corrective measures can be taken up immediately, i.e., the contract shall enable the intermediary to retain an appropriate level of control over the outsourcing and the right to intervene with appropriate measures to meet legal and regulatory obligations;
2.4.11.2.5 includes, where necessary, conditions of sub-contracting by the third￾party, i.e. the contract shall enable intermediary to maintain a similar
control over the risks when a third party outsources to further third parties as in the original direct outsourcing;
2.4.11.2.6 has unambiguous confidentiality clauses to ensure protection of
proprietary and customer data during the tenure of the contract and also after the expiry of the contract;
2.4.11.2.7 specifies the responsibilities of the third party with respect to the IT
security and contingency plans, insurance cover, business continuity and disaster recovery plans, force majeure clause, etc.;

2.4.11.2.8 provides for preservation of the documents and data by third party ;
2.4.11.2.9 provides for the mechanisms to resolve disputes arising from
implementation of the outsourcing contract;
2.4.11.2.10 provides for termination of the contract, termination rights, transfer of
information and exit strategies;
2.4.11.2.11 addresses additional issues arising from country risks and potential
obstacles in exercising oversight and management of the arrangements when intermediary outsources its activities to foreign third party. For example, the contract shall include choice-of-law provisions and agreement covenants and jurisdictional covenants that provide for adjudication of disputes between the parties under the laws of a specific jurisdiction;
2.4.11.2.12 neither prevents nor impedes the intermediary from meeting its respective
regulatory obligations, nor the regulator from exercising its regulatory powers; and
2.4.11.2.13 provides for the intermediary and /or the regulator or the persons
authorized by it to have the ability to inspect, access all books, records and information relevant to the outsourced activity with the third party.
2.4.12 The intermediary and its third parties shall establish and maintain contingency
plans, including a plan for disaster recovery and periodic testing of backup facilities.
2.4.12.1 Specific contingency plans shall be separately developed for each outsourcing
arrangement, as is done in individual business lines.
2.4.12.2 An intermediary shall take appropriate steps to assess and address the potential
consequence of a business disruption or other problems at the third party level. Notably, it shall consider contingency plans at the third party; co-ordination of contingency plans at both the intermediary and the third party; and contingency plans of the intermediary in the event of non-performance by the third party.
2.4.12.3 To ensure business continuity, robust information technology security is a
necessity. A breakdown in the IT capacity may impair the ability of the intermediary to fulfil its obligations to other market participants/clients/regulators and could undermine the privacy interests of its customers, harm the intermediary’s reputation, and may ultimately impact on its overall operational risk profile. Intermediaries shall, therefore, seek to ensure that third party maintains appropriate IT security and robust disaster recovery capabilities.
2.4.12.4 Periodic tests of the critical security procedures and systems and review of the
backup facilities shall be undertaken by the intermediary to confirm the adequacy of the third party’s systems.

2.4.13 The intermediary shall take appropriate steps to require that third parties protect
confidential information of both the intermediary and its customers from intentional or inadvertent disclosure to unauthorised persons.
2.4.13.1 An intermediary that engages in outsourcing is expected to take appropriate
steps to protect its proprietary and confidential customer information and ensure that it is not misused or misappropriated.
2.4.13.2 The intermediary shall prevail upon the third party to ensure that the employees
of the third party have limited access to the data handled and only on a “need to know” basis and the third party shall have adequate checks and balances to ensure the same.
2.4.13.3 In cases where the third party is providing similar services to multiple entities,
the intermediary shall ensure that adequate care is taken by the third party to build safeguards for data security and confidentiality.
2.4.14 Potential risks posed where the outsourced activities of multiple intermediaries are
concentrated with a limited number of third parties.
2.4.14.1 In instances, where the third party acts as an outsourcing agent for multiple
intermediaries, it is the duty of the third party and the intermediary to ensure that strong safeguards are put in place so that there is no co-mingling of information /documents, records and assets.
2.5 Implementation of the Multilateral Competent Authority Agreement and Foreign
Account Tax Compliance Act 72&73
Kindly refer para titled ‘Implementation of the Multilateral Competent Authority Agreement and Foreign Account Tax Compliance Act’ of https://www.sebi.gov.in/legal/master-circulars/aug-2024/master-circular-for￾stock-brokers_85605.html dated August 09, 2024 (Master circular for Stock Brokers)
2.6 Interest and Dividend information reporting in case of Custodial Accounts Rule
114G(1)(e) of the Income Tax Rules, 1962 74
2.6.1 In terms of Rule 114G(1)(e)(i) of Income Tax Rules, 1962 issued under Section
285BA of Income Tax Act, 1961 following information is required to be reported by reporting financial institution in the case of reportable custodial account: - (i) the total gross amount of interest, the total gross amount of dividends, and the total gross amount of other income generated with respect to the assets held in the account, in each case paid or credited to the account (or with respect to the account) during the calendar year;

72 Reference: SEBI Circular CIR/MIRSD/2/2015 dated August 26, 2015 73 Reference: SEBI Circular SEBI/HO/ MIRSD/POD-1/P/CIR/2024/110 dated August 09,2024 74 Reference: SEBI Circular CIR/HO/MIRSD/MIRSD2/CIR/P/2017/59 dated June 15, 2017

2.6.2 In respect of the above it has been decided in consultation with Central Board of
Direct Taxes, Department of Revenue, Ministry of Finance that:-
2.6.2.1 Depositories shall provide additional field in the depository system to the RTAs
whereby the RTAs can incorporate the details of corporate action viz. dividend/interest in rupee terms per unit of the security at the time of setting up of corporate action. Depositories shall make available such information to DPs to enable them to do necessary reporting.
2.6.2.2 The reporting with respect to dividend/interest is to be done by DPs on
‘entitlement’ basis and not on the basis of actual payment received by the demat account holder.
2.6.2.3 If a demat account is identified as a ‘reportable account’ during a calendar year
by the DP, the reporting under Rule 114G (1) (e) is to be done for the dividend /interest entitlements during the entire calendar year i.e. including the period of the calendar year before identification of such account as a ‘reportable account’ by the DP.
2.7 Printing of Grievances Redressal Mechanism on Delivery Instruction Form Book 75
To promote investor awareness regarding mechanism for redressing investor grievances, the information placed below shall be printed on the inside back cover of the Delivery Instruction Form (DIF) Book issued by all Depository Participants. In case you have grievances against a listed company or intermediary registered with SEBI, you should first approach the concerned company or intermediary against whom you have grievance. If you are not satisfied with their response, you may approach SEBI or other regulatory bodies. You can approach SEBI for following type of grievances. Listed Companies  Refund / Allotment/ Bonus/ Dividend/ Rights/ Redemption/ Interest  Prelisting offer documents (shares)  Prelisting offer documents (debentures and bonds)  Delisting of Securities  Buyback of Securities  Takeover and Restructuring Brokers and stock exchanges  Stock Brokers  Sub brokers  Portfolio managers  Stock exchanges

75 Reference: SEBI Circular CIR/MRD/DP/DA/25/2012 dated September 21, 2012

 Corporate Governance and Listing conditions Registrar and Transfer Agents Other entities Collective Investment Schemes Debenture Trustees Merchant Bankers Bankers to Issue Credit Rating Agencies Custodian of Securities Foreign Institutional Investors Underwriters Venture Capital Funds KYC Registration Agency(KRA) Alternative Investment Fund Mutual Funds Depository and Depository Participants Information to SEBI:
 Price Manipulation
 Insider trading
You can file your complaints online at https://scores.sebi.gov.in/ or alternately send your complaints to Office of Investor Assistance and Education of SEBI at Mumbai or Regional Offices at the following addresses:
Address of SEBI Offices
 Office of Investor Assistance and Education, SEBI Bhavan, Plot No.C4-A, 'G' Block, Bandra Kurla Complex, Bandra (E), Mumbai 400 051 Tel: 022-26449188 / 26449199 /26449000/40459000 (https://scores.sebi.gov.in/)  SEBI, Northern Regional Office, NBCC Complex, Office Tower-1, 8th Floor, Plate B, East Kidwai Nagar, New-Delhi-110023Tel.Board: +91-011-69012998 E-mail : sebinro@sebi.gov.in  SEBI, Eastern Regional Office, L&T Chambers, 3rd Floor, 16, Camac Street, Kolkata - 700 016 Tel: 033-23023000. (sebiero@sebi.gov.in)  SEBI, Southern Regional Office, 7 th Floor, Overseas Towers, 756-L, Anna Salai Chennai 600 0102 Tel: 044-24674000/ 24674150 (sebisro@sebi.gov.in)  SEBI, Ahmedabad Regional Office, SEBI Western Regional Office, Panchvati 1st Lane, Gulbai Tekra Road,

Ahmedabad-380006,Gujarat
Tel.Board: 079-27467018-20
E-mail : sebiwro@sebi.gov.in)
For more information visit our website - http://scores.gov.in
2.8 Central KYC Records Registry (CKYCR) 76
Please refer SEBI circular SEBI/HO/MIRSD/SECFATF/P/CIR/2023/169 dated October 12, 2023
2.9 Rollout of Legal Entity Template 76
Please refer SEBI circular SEBI/HO/MIRSD/SECFATF/P/CIR/2023/169 dated October 12, 2023
2.10 e-KYC Authentication facility under section 11A of the Prevention of Money
Laundering Act, 2002 by Entities in the securities market for Resident Investors 77 and Entities permitted to undertake e-KYC Aadhaar Authentication service of UIDAI in Securities Market 78 Please refer SEBI circular SEBI/HO/MIRSD/SECFATF/P/CIR/2023/169 dated October 12, 2023
2.11 The Securities and Exchange Board of India (KYC Registration Agency) Regulations,
2011 79
SEBI has formulated the KRA Regulations, which have been notified vide notification No. LAD-NRO/GN/2011-12/29/36772 dated December 2, 2011. The KRA Regulations cover the registration of KRAs, functions and responsibilities of the KRAs and intermediaries, code of conduct, data security, etc. A copy of the same is attached below:

76 Reference: SEBI Circular CIR/MIRSD/ 66/2016 dated July 21, 2016;Central KYC Registry Circular CKYC/2020/01 dated January 10, 2020 and SEBI/HO/MIRSD/SECFATF/P/CIR/2023/169 October 12, 2023 76Reference: SEBI Circular SEBI/HO/MIRSD/DOP/CIR/P/2021/31 dated March 10, 2021 and SEBI/HO/MIRSD/SECFATF/P/CIR/2023/169 October 12, 2023 77 Reference: SEBI Circular SEBI/HO/MIRSD/DOP/CIR/P/2019/123 dated November 05, 2019 78 Reference: SEBI Circular SEBI/HO/MIRSD/DOP/CIR/P/2020/80 dated May 12, 2020; SEBI Circular SEBI/HO/MIRSD/DOP/CIR/P/2020/167 dated September 08, 2020; SEBI Circular SEBI/HO/MIRSD/SEC-5/P/CIR/2022/99 dated July 20, 2022; SEBI Circular SEBI/HO/MIRSD/SEC-5/P/CIR/2023/0026 dated February 08, 2023 79 Reference: SEBI Circular MIRSD/Cir-23/2011 dated December 02, 2011

Enclosure: Copy of KRA Regulations
2.12 Guidelines in pursuance of the SEBI KYC Registration Agency (KRA) Regulations,
2011 and for In-Person Verification (IPV) 80 With a view to implement the KRA Regulations effectively, the guidelines for intermediaries, KRAs have been issued by SEBI Master Circular on Know Your client norms for Securities Market i.e. SEBI/HO/MIRSD/SECFATF/P/CIR/2023/169 dated October 12, 2023:
2.12.1 Guidelines for Intermediaries:
2.12.1.1 Please refer SEBI Master Circular on Know Your client norms for Securities
Market i.e. SEBI/HO/MIRSD/SECFATF/P/CIR/2023/169 dated October 12, 2023 .
2.12.2 Guidelines for KRAs:
2.12.2.1 Please refer SEBI Master Circular on Know Your client norms for Securities
Market i.e. SEBI/HO/MIRSD/SECFATF/P/CIR/2023/169 dated October 12, 2023.
2.12.3 In-Person Verification (IPV): 82
Please refer SEBI Master Circular on Know Your client norms for Securities Market i.e. SEBI/HO/MIRSD/SECFATF/P/CIR/2023/169 dated October 12, 2023.
2.13 Clarification on Know Your Client (KYC) Process and Use of Technology for KYC 83
Please refer SEBI Master Circular on Know Your client norms for Securities Market i.e. SEBI/HO/MIRSD/SECFATF/P/CIR/2023/169 dated October 12, 2023 Mobile and email is verified through One Time Password (OTP) or other verifiable mechanism. The mobile number/s of investor accepted as part of KYC should preferably be the one seeded with Aadhaar. (the RI shall ensure to meet the requirements of the mobile number and email as detailed under
Section 33 namely ‘SMS and E-mail alerts to investors by Stock Exchanges’ of
SEBI Master Circular SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2024/110 dated August 09, 2024)

80 Reference: SEBI Circular MIRSD/Cir- 26 /2011 dated December 23, 2011 81 Reference: KYC Registration Agency (Amendment) Regulations, 2013 vide Notification No. LAD-NRO/GN/2012-13/35/6998 dated March 22, 2013 82 Reference: SEBI Circular SEBI/HO/MIRSD/DOP/CIR/P/2020/73 dated April 24, 2020 83 Reference: SEBI Circular SEBI/HO/MIRSD/DOP/CIR/P/2020/73 dated April 24, 2020

2.14 Simplification and Rationalization of Trading Account Opening Process 84
Kindly refer para titled ‘Simplification and Rationalization of Trading Account Opening Process’ of https://www.sebi.gov.in/legal/master-circulars/aug￾2024/master-circular-for-stock-brokers_85605.html brokers dated August 09, 2024 (Master circular for Stock Brokers)
2.15 Recording of Non Disposal Undertaking (NDU) in the Depository System 85
Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“SAST Regulations”), requires promoters of a company to disclose details of their encumbered shares including NDUs by promoters which are covered under the scope of disclosures of 'Encumbrances'. It has been observed that some shareholders, primarily promoters, enter into non￾disposal agreements/non-disposal undertaking (NDU) for borrowing funds from various lenders. NDUs are typically undertakings given by a shareholder not to transfer or otherwise alienate the securities and are in the nature of negative lien given in favour of another party, usually a lender. In order to enable the shareholders to record the NDUs in the depository system, it has been decided to permit the depositories to offer a system for capturing and recording the NDUs In this regard, the depositories are advised the following:
2.15.1 Depositories shall develop a separate module/ transaction type in their system
for recording NDUs.
2.15.2 Both parties to the NDU shall have a demat account with the same depository
and be KYC compliant.
2.15.3 Pursuant to entering the NDU, the Beneficial Owner (BO) along with the other
party shall make an application through the participant (where the BO holds his securities) to the depository, for the purpose of recording the NDU transaction.
2.15.4 The application shall necessarily include details of BO ID, PAN, email-id,
signature(s), name of the entity in whose favor such NDU is entered and the quantity of securities. Such entity in whose favor NDU is entered shall also authorize the participant of the BO holding the shares, to access the signatures as recorded in that entity’s demat account.
2.15.5 The participant after being satisfied that the securities are available for NDU
shall record the NDU and freeze for debit the requisite quantity of securities under NDU in the depository system.

84 Reference: SEBI Circular CIR/MIRSD/16/2011 dated August 22, 2011 85 Reference: SEBI Circular CIR/MRD/DP/56/2017 dated June14, 2017

2.15.6 The depositories shall make suitable provisions for capturing the details of BO
ID and PAN of the entity in whose favor such NDU is entered by the participant. The depositories shall also make available to the said participant, the details of authorized signatories as recorded in the demat account of the entity in whose favor such NDU is entered.
2.15.7 On creation of freeze in the depository system, the depository/ participant of
the BO holding shares, shall inform both parties of the NDU regarding creation of freeze under NDU.
2.15.8 The depositories shall make suitable provisions for capturing the details of
company/ promoters if they are part of the NDU.
2.15.9 In case if the participant does not create the NDU, it shall intimate the same to
the parties of the NDU along with the reasons thereof.
2.15.10 Once the freeze for debits is created under the NDU for a particular quantity of
shares, the depository shall not facilitate or effect any transfer, pledge, hypothecation, lending, rematerialisation or in any manner alienate or otherwise allow dealing in the shares held under NDU till receipt of instructions from both parties for the cancellation of NDU.
2.15.11 The entry of NDU made as per Para 2.15.5 above may be cancelled by the
depository/participant of the BO through unfreeze of specified quantity if parties to the NDU jointly make such application to the depository through the participant of the BO.
2.15.12 On unfreeze of shares upon termination/cancellation of NDU, the depository
shall inform both parties of the NDU in the form and manner agreed upon at the time of creating the freeze. The unfreeze shall be effected in the depository system after a cooling period of 2 clear business days but no later than 4 clear business days.
2.15.13 The freeze and unfreeze instructions executed by the Participant for recording
NDUs will be subject to 100% concurrent audit.
2.15.14 The DPs shall not facilitate or be a party to any NDU outside the depository
system as outlined herein.
2.16 Recording of all types of Encumbrances in Depository system 86
2.16.1 The SAST Regulations requires promoters of a company to disclose details of their
encumbered shares. Apart from pledge, hypothecation and non-disposal undertakings(NDUs), there is no framework to capture the details of other types of encumbrances in the depository system.
2.16.2 In this regard, Depositories shall put in place a system for capturing and recording
all types of encumbrances, which are specified under Regulation 28(3) of the SAST

86 Reference: SEBI Circular SEBI/HO/MRD2/DDAP/CIR/P/2020/137 dated July 24, 2020

Regulations, as amended from time to time. Towards this end, Depositories shall follow processes and other norms similar to that stipulated for the purpose of capturing and recording NDUs in Depository system. This is apart from pledge and hypothecation, whose processes and specific norms are separately provided in DP Regulations and circulars issued thereon. Further:
2.16.2.1 All types of encumbrances as defined under Regulation 28(3) of SAST
Regulations shall necessarily be recorded in the depository system .87
2.16.2.2 The depositories shall capture details of the ultimate lender along with
name of the trustee acting on behalf of such ultimate lender such as banks, NBFCs, etc. In case of issuance of debentures, name of the debenture issuer shall be captured in the depository system.
2.16.2.3 The depositories shall now capture the reasons for encumbrances in the
depository system.
2.16.3 The freeze and unfreeze instructions executed by the Participant for recording all
encumbrances will be subject to 100% concurrent audit.
2.16.4 The Depository Participant shall not facilitate or be party to any type of
encumbrance outside the Depository system as outlined herein.
2.17 Cyber Security & Cyber Resilience framework for Depository Participant 88
Kindly refer SEBI Circular Number SEBI/HO/ITD￾1/ITD_CSC_EXT/P/CIR/2024/113 dated August 20, 2024 on Cybersecurity and Cyber Resilience Framework (CSCRF) for SEBI Regulated Entities (REs) for necessary compliance in respect of Depository Participants.
2.18 Standard Operating Procedure (SOP) for handling cyber security incidents of
intermediaries and Categorisation of Intermediaries 89 The following Standard Operating Procedure (SOP) needs to be complied with by DPs:
2.18.1 DPs to have their own cyber security incident handling process
document, SOP in place.

87 Reference: SEBI Circular SEBI/HO/CFD/DCR-3/P/CIR/2022/27 dated March 07, 2022 88 Reference: SEBI Circular SEBI/HO/MIRSD/CIR/PB/2018/147 dated December 03, 2018 & SEBI Circular SEBI/HO/MIRSD/TPD/P/CIR/2022/80 dated June 07, 2022 SEBI Circular CIR/HO/MIRSD/DOS2/CIR/PB/2019/038 dated March 15, 2019 - in Para 7, the words “Internal Technology Committee” stands replaced as “Technology Committee”. Reference: SEBI Circular SEBI/HO/MIRSD/TPD/P/CIR/2022/93 dated June 30, 2022 Reference: SEBI Circular SEBI/HO/MIRSD/DOP/CIR/P/2019/109 dated October 15, 2019 89 Reference: SEBI MIRSD email dated April 16, 2021

2.18.2 DPs to examine the incident and classify the incident High / Medium /
Low as per their cyber security incident handling document. Decide Action / Response for the incident based on severity.
2.18.3 Report incident to Indian Computer Emergency Response Team (CERT￾In).
2.18.4 DPs to provide the reference details of the reported incident to the
respective depository and SEBI. They also need to provide details regarding whether CERT-In team is in touch with the DP for any assistance. If not reported to CERT-In, they should submit the reasons for the same to the depository and SEBI. DPs to communicate with CERT-In / MHA / Cybercrime police for further assistance.
2.18.5 DPs to submit details whether they have registered complaint with law
enforcement agencies such as Police or cyber security cell. If yes, details need to be provided to MIIs and SEBI. If not, reason for not registering complaint should also be provided to MIIs and SEBI. In addition to the above, the depositories are also requested to categorise their participants into three categories as per the details tabulated below:
Category of
Intermed iaries
Type of
Intermediaries
Frequency of
Penetration
Testing to be conducted by
SEBI
Frequency of PT to be conducted through
MIIs
Parameters that may be considered
Set-A
(High
Impact)
Depository
Participants
Will be conducted on yearly basis.

• Top DPs in terms of number
  of demat accounts.
  The list shall also include intermediaries having significant online presence like: Zerodha, ICICI direct, Upstox, HDFC securities, Kotak securities, Sharekhan, etc.erodha, ICICI direct, Upstox, HDFC securities, Kotak securities, Sharekhan, etc. The list is to be reviewed on yearly basis and the revised list shall be submitted to SEBI in first week of April. The parameters listed above are indicative and

Depositories may include any other relevant parameter(s) to categorise their participants under Set A. For categorising participants under Set A, depositories may arrive at a suitable percentage for parameters identified. Set-B (Mediu m Impact) Depository Participants - For DPs coming under the purview of Depositorie s , risk based audit / PT will be conducted by Depositorie s once in a year. For categorising members / participants under Set B, depositories may arrive at a suitable percentage for parameters identified. The list is to be reviewed on yearly basis and the revised list shall be submitted to SEBI in first week of April. Depositories to define and communicate risk based policy / approach for conducting audit / PT for their intermediaries to Division of Supervision of Market Intermediaries Regulation and Supervision Department (DoS-MIRSD) and Chief Information Security Officer (CISO) of SEBI. The audit / PT report of Set B intermediaries shall be submitted by Depositories to DoS-MIRSD. Set-C (Low Impact) Depository Participants other than that in Set-A and Set￾B. The revised list shall be submitted to

• For DPs
  coming under the purview of
  Depositorie s, risk based audit / PT will be conducted Depository to define and communicate risk based policy / approach for conducting audit / PT for their intermediaries to DoS￾MIRSD and CISO SEBI. The audit / PT report of Set C DPs shall be submitted by Depositories to DoS-MIRSD.

Depositories shall communicate the above to their participants and inform SEBI. The details as per Para 2.18.4 and Para 2.18.5 above, shall be submitted to Division Chiefs (in-charge of divisions at the time of submission) of DOS-MIRSD and CISO of SEBI. The list of depository participants, categorised as Set A, Set B, Set C, shall be sent to Division Chiefs (in-charge of divisions at the time of submission) of DoS-MIRSD and CISO of SEBI, along with the criteria decided by depositories to categorise participants. The revised list every year (in first week of April) shall also be submitted to Division Chiefs (in-charge of divisions at the time of submission) of DoS-MIRSD and CISO of SEBI.
2.19 CERT-In Advisory "Preventing Data Breaches / Data Leaks"90
In view of the rising incidents of data breaches / data leaks, CERT-In has issued an Advisory Dated January 20, 2021 w.r.t. "Preventing Data Breaches / Data Leaks", wherein following relevant aspects have been detailed:
2.19.1 Common causes of data breach / data leak,
2.19.2 Best practices to prevent data breaches,
2.19.3 Steps to be taken when organisation/entity is affected by a data
breach/data leak,
2.19.4 Best practices for individual users to safeguard against data breaches
All Depositories are hereby advised to issue this advisory to their participants to prevent data breaches / data leaks in future. All Depositories are also advised to instruct their participants to continue to adhere to cyber security guidelines/advisories issued by SEBI in the past and follow best industry practices and comply with other guidelines issued by CERT-In and NCIIPC from time to time.
2.20 Reporting for Artificial Intelligence (AI) and Machine Learning (ML) applications
and systems offered and used by market intermediaries 91 Background
2.20.1 There is increasing usage of AI (Artificial Intelligence) and ML (Machine
Learning) as product offerings by market intermediaries and participants

90 Reference: SEBI MIRSD email dated March 02, 2022 91 Reference: SEBI Circular SEBI/HO/MIRSD/DOS2/CIR/P/2019/10 dated January 04, 2019 SEBI in first week of April. by Depositorie s once in 2 years.

(e.g..: “robo advisors”) in investor and consumer facing products. SEBI is conducting a survey and creating an inventory of the AI / ML landscape in the Indian financial markets to gain an in-depth understanding of the adoption of such technologies in the markets and to ensure preparedness for any AI / ML policies that may arise in the future.
2.20.2 As most AI / ML systems are black boxes and their behaviour cannot be easily
quantified, it is imperative to ensure that any advertised financial benefit owing to these technologies in investor facing financial products offered by intermediaries should not constitute to misrepresentation. Scope definition
2.20.3 Any set of applications/software/programs/executable/systems (computer
systems) –cumulatively called application and systems,
2.20.3.1 that are offered to investors (individuals and institutions) by market
intermediaries to facilitate investing and trading, or
2.20.3.2 to disseminate investments strategies and advice,
or
2.20.3.3 to carry out compliance operations / activities,
where AI / ML is portrayed as a part of the public product offering or under usage for compliance or management purposes, is included in the scope of this section. Here, “AI” / “ML” refers to the terms “Artificial Intelligence” and“ Machine Learning” used as a part of the product offerings. In order to make the scope of this section inclusive of various AI and ML technologies in use, the scope also covers Fin-Tech and Reg-Tech initiatives undertaken by market participants that involves AI and ML
2.20.4 Technologies that are considered to be categorized as AI and ML technologies
in the scope of this section, are explained below:
Systems deemed to be based on AI and ML technology Applications and Systems belonging but not limited to following categories or a combination of these:
2.20.4.1 Natural Language Processing (NLP), sentiment analysis or text mining
systems that gather intelligence from unstructured data –In this case, Voice to text, text to intelligence systems in any natural language will be considered in scope. Eg: robo chat bots, big data intelligence gathering systems.
2.20.4.2 Neural Networks or a modified form of it –In this case, any systems that
uses a number of nodes (physical or software simulated nodes) mimicking natural neural networks of any scale, so as to carry out

learning from previous firing of the nodes will be considered in scope. Eg:
Recurrent Neural networks and Deep Learning Neural Networks
2.20.4.3 Machine learning through supervised, unsupervised learning or a
combination of both. In this case, any application or systems that carry out knowledge representation to form a knowledge base of domain, by learning and creating its outputs with real world input data and deciding future outputs based upon the knowledge base. Eg: System based on Decision tree, random forest, K mean, Markov decision process, Gradient boosting Algorithms.
2.20.4.4 A system that uses statistical heuristics method instead of procedural
algorithms or the system/application applies clustering or categorization algorithms to categorize data without a predefined set of categories
2.20.4.5 A system that uses a feedback mechanism to improve its parameters and
bases it subsequent execution steps on these parameters.
2.20.4.6 A system that does knowledge representation and maintains a knowledge
base
Regulatory requirements
2.20.5 All registered Depository Participants offering or using applications or
systems as defined in Para 2.20.4, should participate in the reporting process by completing the AI/ML reporting form (See Annexure 15).
2.20.6 With effect from quarter ending March 2019, registered Depository
Participants using AI/ML based application or system as defined in Para 2.20.4, are required to fill in the form (Annexure 15) and make submissions on yearly basis before June 30th ever year .
2.20.7 Depositories have to consolidate and compile a report, on AI/ML
applications and systems reported by registered Depository Participants in the reporting format (Annexure 16) on yearly basis. The said report (Annexure 16) shall be submitted in soft copy only at AI_DEP@sebi.gov.in (for Depositories) to SEBI within 30 calendar days of the expiry of the due date for Depository Participants. .
2.21 Flashing a link to SCORES on the dashboard of Demat Accounts 92
2.21.1 A study was conducted under aegis of Quality Council of India (QCI) to
understand some of the root causes of grievances / complaints on securities market related issues lodged on Centralised Public Grievance Redressal and Monitoring System (CPGRAMS) portal and the measures suggested to address the issues included providing a link to SCORES portal within Demat/Trading Account Dashboard of the Clients/ investors to make it easier to lodge grievances.

92 Reference: SEBI Letter MIRSD2/DB/AEA/OW/2018/7292 dated March 07, 2018

2.21.2 The suggestion has been examined and it has been decided to implement the same.
Accordingly, depositories are advised to issue necessary directions to depository participants to ensure that the Demat Account Dashboard of clients/investors provides a link to SCORES portal.
2.22 Displaying of information regarding SEBI Complaint Redress System (SCORES) in the
website 93
2.22.1 SEBI has commenced processing of complaints through SCORES since June, 2011.
2.22.2 With a view to make the complaint redressal mechanism through SCORES more
efficient, all Depository Participants are directed to display the following information on their websites:
Filing complaints on SCORES – Easy & quick a.Register on SCORES portal b.Mandatory details for filing complaints on SCORES:
i. Name, PAN, Address, Mobile Number, Email ID
c. Benefits:
i. Effective communication
ii. Speedy redressal of the grievances
2.22.3 Further, all the Depository Participants to include procedure for filing of
complaints on SCORES and benefits for the same in the welcome kit to be given to the investors at the time of their registration with them.
2.22.4 The Depositories are advised to bring the contents to the notice of Depository
Participants for necessary action.
2.23 Block Mechanism in demat account of clients undertaking sale transactions 94
Kindly refer para titled ‘Block Mechanism in demat account of clients undertaking sale transactions’ of https://www.sebi.gov.in/legal/master-circulars/aug-2024/master￾circular-for-stock-brokers_85605.html dated August 09, 2024 (Master circular for Stock Brokers)
2.24 Validation of Instructions for Pay-In of Securities from Client demat account to
Trading Member (TM) Pool Account against obligations received from the Clearing Corporations 95 Kindly refer para titled ‘Validation of Instructions for Pay-In of Securities from Client demat account to Trading Member (TM) Pool Account against obligations received from the Clearing Corporations’ of https://www.sebi.gov.in/legal/master-

93 Reference: SEBI Letter SEBI/MIRSD/16742/2019 dated July 03, 2019 94 Reference: SEBI Circular SEBI/HO/MIRSD/DOP/P/CIR/2021/595 dated July 16, 2021, SEBI Circular SEBI/HO/MIRSD/DoP/P/CIR/2022/109 dated August 18, 2022 & SEBI Circular SEBI/HO/MIRSD/DoP/P/CIR/2022/143 dated October 27, 2022 95 Reference: SEBI Circular SEBI/HO/MIRSD/DoP/P/CIR/2022/119 dated September 19, 2022

circulars/aug-2024/master-circular-for-stock-brokers_85605.html dated August 09, 2024 (Master circular for Stock Brokers)
2.25 MONITORING AND PERIODICAL REPORTING OF THE COMPLIANCE WITH THE REQUIREMENTS
PERTAINING TO ‘SECURITY AND COVENANT MONITORING’ SYSTEM HOSTED BY DEPOSITORIES96
2.25.1 Depositories shall ensure periodic monitoring regarding compliance with the
requirements of various provisions pertaining to ‘Security & Covenant Monitoring System’ issued by SEBI from time to time, including circular https://www.sebi.gov.in/legal/master-circulars/may-2024/master￾circular-for-debenture-trustees-dts-_83419.html dated May 16, 2024, and shall also bring to the notice of SEBI, any instances of noncompliance, on a quarterly basis, not later than one month from the end of the quarter, in the format specified as under:
ISIN Stakeholders involved
& their status of compliance
Reference to the provision of the relevant circulars pertaining to non￾compliance Reasons/ remarks for such non￾compliance Date of compliance / expected date of compliance <Name of the Issuer> <Name of the Debenture Trustee> <Name of the Credit Rating Agency>
2.26 MAINTENANCE of a website by depository participants 97
2.26.1 Considering the advancement in technology and need to provide better services to
the investors, all DPs are mandated to maintain a designated website.
2.26.2 Such website shall mandatorily display the following information, in addition to
all such information, which have been mandated by SEBI/depositories from time to time.
2.26.2.1 Basic details of the DP such as registration number, registered address of
Head Office and branches, if any.
2.26.2.2 Names and contact details such as email ids etc. of all key managerial
personnel (KMPs) including compliance officer.

96 Reference: SEBI Circular SEBI/HO/DDHS/RACPOD1/CIR/P/2023/0002 dated January 05, 97 Reference: SEBI Circular SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/30 dated February 15, 2023

2.26.2.3 Step-by-step procedures for opening an account, filing a complaint on a
designated email id, and finding out the status of the complaint, etc.
2.26.2.4 Details of Authorized Persons.
2.26.3 Any modification in the URL to the website of a DP shall be reported to the
depositories within 3 days of such change.
2.27 Advisory for SEBI Regulated Entities (REs) regarding Cybersecurity best practices 98
Kindly refer SEBI Circular Number SEBI/HO/ITD￾1/ITD_CSC_EXT/P/CIR/2024/113 dated August 20, 2024 on Cybersecurity and Cyber Resilience Framework (CSCRF) for SEBI Regulated Entities (REs) for necessary compliance in respect of Depository Participants. Kindly refer https://www.sebi.gov.in/legal/circulars/aug-2024/cybersecurity-and-cyber￾resilience-framework-cscrf-for-sebi-regulated-entities-res-_85964.html dated August 20, 2024.
2.28 Combating Financing Of Terrorism (CFT) under Unlawful Activities (Prevention) Act,
1967 – Directions to Stock Exchanges, Depositories and all Registered Intermediaries Kindly refer SEBI Circular SEBI/HO/MIRSD/MIRSD-SEC-5/P/CIR/2023/022 dated February 03, 2023 (Guidelines on Anti-Money Laundering (AML) Standards and Combating the Financing of Terrorism (CFT) /Obligations of Securities Market Intermediaries under the Prevention of Money Laundering Act, 2002 and Rules framed thereunder)
2.29 Framework for Adoption of Cloud Services by SEBI Regulated Entities (REs)
Kindly refer SEBI Circular SEBI/HO/ITD/ITD_VAPT/P/CIR/2023/033 dated March 06, 2023 on Adoption Of Cloud Services by SEBI Regulated Entities for necessary compliance in respect of Depository Participants.
2.30 Cyber Security Operations Center for SEBI registered intermediaries 100
Kindly refer SEBI Circular Number SEBI/HO/ITD￾1/ITD_CSC_EXT/P/CIR/2024/113 dated August 20, 2024 on Cybersecurity and Cyber Resilience Framework (CSCRF) for SEBI Regulated Entities (REs) for necessary compliance in respect of Depository Participants. Kindly refer https://www.sebi.gov.in/legal/circulars/aug-2024/cybersecurity-and-cyber￾resilience-framework-cscrf-for-sebi-regulated-entities-res-_85964.html dated August 20, 2024.

98 Reference: SEBI Circular SEBI/HO/ITD/ITD_VAPT/P/CIR/2023/032 dated February 22, 2023 99 Reference: SEBI Circular SEBI/HO/ITD/ITD_VAPT/P/CIR/2023/033 dated March 06, 2023 100 Reference: SEBI Circular CIR/MRD/CSC/151/2018 dated December 14, 2018

SECTION 3: Issuer Related
3.1 Charges to be paid by Issuers 101
3.1.1 Depositories may levy and collect the charges towards custody from the issuers, on
the basis of average no. of folios (ISIN position) during the previous financial year, as per the details given below:
3.1.1.1 Issuers to pay @ Rs.11.00 (*) per folio (ISIN position) in the respective
depositories, subject to a minimum as mentioned below:

• Plus GST as applicable
  3.1.2 The average no. of folios (ISIN positions) for an Issuer may be arrived at by dividing
  the total number of folios for the entire financial year by the total number of working days in the said financial year.
  3.1.3 Temporary ISIN shall not be considered for the purpose of computing the annual
  issuer charges.
  If the issuer fails to make the payment, Depositories may charge penal interest subject to a maximum of 12% per annum
  3.2 Activation of ISIN in case of IPO and additional issue of shares/ securities
  3.2.1 Depositories shall activate the ISINs only on the date of commencement of trading
  on the stock exchanges in case of IPOs for both the equity and debt securities. 102
  3.2.2 Further, in order to curtail the transfer of additional issue of shares/ securities
  including by way of further public offerings, rights issue, preferential allotment, bonus issue etc of the listed company, prior to receipt of final listing / trading

101 Reference: SEBI Circular SEBI/MRD/SE/DEP/Cir-4/2005 dated January 28, 2005, SEBI Circular MRD/DoP/SE/Dep/Cir-2/2009 dated February 10, 2009, SEBI Circular CIR/MRD/ DP/05/2011 dated April 27, 2011 and SEBI Circular CIR/MRD/DP/18/2015 dated December 09, 2015 102 Reference: SEBI Circular SEBI/MRD/DEP/Cir-2/06 dated January 19, 2006 and SEBI Circular CIR/MRD/DP/ 21 /2012 dated August 02, 2012 and DDHS email dated February 20, 2020 Nominal value of admitted securities (Rs.) Annual Custodial Fee payable by an Issuer to each Depository (Rs.)(*) Upto Rs. 2.5 crore (applicable only for issuer of unlisted shares) 5,000 Upto 5 crore 9,000 Above 5 crore and upto 10 crore 22,500 Above 10 crore and upto 20 crore 45,000 Above 20 crore 75,000

approval, the depositories shall devise a mechanism so that such new securities created shall be frozen till the time final listing/ trading permission is granted by the exchange. 103
3.2.3 In order to achieve the above, the Depositories are advised to allot such additional
shares/securities under a new temporary ISIN which shall be kept frozen. Upon receipt of the final listing/ trading permission from the exchange for such additional shares/ securities, the shares/securities credited in the new temporary ISIN shall be debited and the same would get credited in the pre existing ISIN for the said security. Thereafter, the additional securities shall be available for trading.
3.2.4 The stock exchanges are advised to provide the details to the depositories whenever
final listing / trading permission is given to securities. Further, in case of issuance of equity shares by a company, listed on multiple stock exchanges, the concerned stock exchanges shall synchronize their effective dates of listing / trading approvals and intimate the same to depositories in advance.
3.2.5 In similar lines, depositories are advised to follow similar process as provided above
even in case of units of REITs/InvITs as securities of a listed company.
3.3 Streamlining the Process of Rights Issue 104
Kindly refer para titled ‘Streamlining the process of Rights Issue’ of SEBI Circular SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023 (Master Circular for Issue of Capital and Disclosure Requirements)
3.4 Registrar and Share Transfer Agent
3.4.1 Appointment of a single agency for share registry work 105
All work related to share registry pertaining in terms of both physical and electronic shares shall be maintained at a single point i.e. either in-house by the company or by a SEBI registered Registrar and Transfer Agent.
3.4.2 Inter-Depository transfers 106
In case of inter-Depository transfers of securities, the Registrars shall communicate the confirmation of such transfers within two hours, failing which such transfers shall be deemed to have been confirmed. The Registrars shall not reject inter￾Depository transfers except where
i. A Depository does not have adequate balance of securities in its account or
ii. there is mismatch of transfer requests from the Depositories.

103 Reference: SEBI Circular CIR/MRD/DP/24/2012 dated September 11, 2012 104 Reference: SEBI Circular SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020 105 Reference: SEBI Circular D&CC/FITTC/Cir-15/2002 dated December 27, 2002 106 Reference: SEBI Circular SMDRP/Policy/Cir-28/99 dated August 23, 1999

3.4.3 Common Registrars and Share Transfer agents
Every company shall appoint the same Registrars and Share Transfer agents for both the depositories.
3.4.4 Dematerialisation requests 108
3.4.4.1 Registrars and Share Transfer agents shall accept partial dematerialisation
requests and will not reject or return the entire dematerialization request where only a part of the request had to be rejected. In cases where a DP has already sent information about dematerialisation electronically to a Registrar but physical shares have not yet been delivered, the Registrar shall accept the demat request and carry out dematerialization on an indemnity given by the DP and proof of dispatch of document given by DP.
3.4.4.2 The above provision shall be applicable to all the securities like scrips, bonds,
debentures, debenture stock or other marketable securities eligible to be held in dematerialised form in a depository as defined in Regulation 42 of the DP Regulations.
3.5 American Depository Receipts (ADRs)/Global Depository Receipts (GDRs)
3.5.1 Delivery of underlying shares of GDRs/ADRs in dematerialised form 109
Underlying shares of GDRs/ADRs shall be compulsorily delivered in dematerialised form. Pursuant to RBI directions in this regard, a non-resident holder of ADRs/GDRs issued by a company registered in India, on surrender of such ADRs/GDRs, can acquire the underlying shares when such shares are released by the Indian Custodian of the ADR/GDR issue. Further, the company whose shares are so released, or a Depository shall enter in the register or books, wherein such securities are registered or inscribed, an address outside India of the non-resident holder of shares.
3.5.2 Tracking of underlying shares of GDRs/ADRs 110
To ensure easy tracking of the underlying shares released on conversion of the “depositories receipts” all such shares shall be credited to a separate Depository Receipts (DRs) account of the respective investor. In this regard, Depositories shall ensure that the following information is provided to the domestic custodian holding the underlying shares on a regular basis:
i. Total number of shares at the beginning of the month

107 Reference: SEBI Circular SMDRP/Policy/Cir-28/99 dated August 23, 1999 108 Reference: SEBI Letter D&CC/ 1099 / 2002 dated November 01, 2002 109 Reference: SEBI Circular SMDRP/Policy/Cir-9/99 dated May 6, 1999 110 Reference: SEBI Circular D&CC/FITTC/Cir-09/2002 dated July 4, 2002 and SEBI Circular D&CC/FITTC/Cir-10/2002 dated September 25, 2002

ii. Number of shares transferred into the account (credited) during the month
iii. Number of shares transferred out of the account (debited) during the month.
iv. Balance at the end of the month.
This service can be availed of only by foreign investors other than the OCBs.
3.6 Framework for issue of Depository Receipts (DRs) 111
3.6.1 Reference is drawn to Section 41 of the Companies Act, 2013, Companies (Issue of
Global Depository Receipts) Rules, 2014 (‘GDR Rules’), the Depository Receipts Scheme, 2014 (‘DR Scheme’), Reserve Bank of India (‘RBI’) notification dated December 15, 2014, Central Government notification dated September 18, 2019 and Central Government notification dated October 07, 2019.
3.6.2 Only ‘a company incorporated in India and listed on a Recognized Stock Exchange
in India’ (‘Listed Company’) may issue Permissible Securities or their holders may transfer Permissible Securities, for the purpose of issue of DR, subject to compliance with the following requirements:
Eligibility
3.6.2.1 Listed Company is in compliance with the requirements prescribed under LODR
Regulations and any amendments thereof.
3.6.2.2 Listed company shall be eligible to issue Permissible Securities, for the purpose
of issue of DRs, if:
3.6.2.2.1 the Listed Company, any of its promoters, promoter group or directors or
selling shareholders are not debarred from accessing the capital market by SEBI;
3.6.2.2.2 any of the promoters or directors of the Listed Company is a promoter or
director of any other company which is not debarred from accessing the capital market by SEBI;
3.6.2.2.3 the listed company or any of its promoters or directors is not a wilful
defaulter;
3.6.2.2.4 any of its promoters or directors is not a fugitive economic offender.
3.6.2.3 Existing holders shall be eligible to transfer Permissible Securities, for the
purpose of issue of DRs, if:
3.6.2.3.1 the Listed Company or the holder transferring Permissible Securities are
not debarred from accessing the capital market by SEBI;
3.6.2.3.2 the Listed Company or the holder transferring Permissible Securities is not
a wilful defaulter;
3.6.2.3.3 the holder transferring Permissible Securities or any of the promoters or
directors of the Listed Company are not a fugitive economic offender.

111 Reference: SEBI Circular SEBI/HO/MRD/DOP1/CIR/P/2019/106 dated October 10, 2019, and SEBI Circular SEBI/HO/MRD/DCAP/CIR/P/2020/190 dated October 01, 2020

Explanation 1: The restrictions at Para 3.6.2.2 and Para 3.6.2.3 above shall not apply to the persons or entities mentioned therein, who were debarred in the past by SEBI and the period of debarment is already over as on the date of filing of the document as referred at Para 3.6.2.13 Explanation 2: DR means a foreign currency denominated instrument, listed on an international exchange, issued by a foreign depository in a permissible jurisdiction on the back of permissible securities issued or transferred to a domestic custodian and includes ‘global depository receipt’ as defined in section 2(44) of the Companies Act, 2013. Explanation 3: ‘Foreign Depository’ means a person which:
a) is not prohibited from acquiring permissible securities; b) is regulated in any of the Permissible Jurisdiction as defined here; and c) has legal capacity to issue DRs in the Permissible Jurisdiction where issue of DRs is proposed. Explanation 4: ‘transfer of permissible securities by existing holders’ means deposit of existing Permissible Securities of the Listed Company with a Domestic Custodian, for the purpose of issue of DRs, pursuant to formal agreement(s) among the Listed Company and the Foreign Depository. For this purpose, the Listed Company may also enter into arrangement(s) with, Indian Depository, Domestic Custodian and existing Permissible Securities holder(s), as may be necessary.
3.6.2.4 For the purpose of an initial issue and listing of DRs, pursuant to ‘transfer by
existing holders’, the Listed Company shall provide an opportunity to its equity shareholders to tender their shares for participation in such listing of DRs.
3.6.2.5 Subsequent issue and listing of DRs, pursuant to ‘transfer by existing
shareholders’ may take place subject to the limits approved pursuant to a special resolution in terms of GDR Rules.
3.6.2.6 A company proposing to make a public offer and list on a Recognized Stock
Exchange, and also simultaneously proposing to issue Permissible Securities or transfer Permissible Securities of existing holders, for the purpose of issue of DRs and listing such DRs on an International Exchange, may seek in-principle and final approval from Recognized Stock Exchange as well as International Exchange. However, such issue or transfer of Permissible Securities for the purpose of issue of DRs shall be subsequent to, the receipt of trading approval from the Recognized Stock Exchange for the public offer.

Permissible Jurisdictions and International Exchanges
3.6.2.7 Listed Company shall be permitted to issue Permissible Securities or transfer
Permissible Securities of existing holders, for the purpose of issue of DRs, only in Permissible Jurisdictions and said DRs shall be listed on any of the specified International Exchange(s) of the Permissible Jurisdiction. Explanation 1: ‘Permissible Jurisdiction’ shall mean jurisdictions as may be notified by the Central Government from time to time, pursuant to notification no. G.S.R. 669(E) dated September 18, 2019 in respect of sub-rule 1 of rule 9 of Prevention of Money-Laundering (Maintenance of Records) Rules, 2005. Explanation 2: ‘International Exchange(s)’ shall mean exchange(s) as may be notified by SEBI from time to time. Note 112: The Central Government vide notification dated November 28, 2019, notified the list of Permissible Jurisdictions in pursuance of notification dated September 18, 2019. Accordingly, a list of Permissible Jurisdictions and International Exchange(s) is placed below:
List of Permissible Jurisdictions and International Exchanges

1. United States of America - NASDAQ, NYSE
2. Japan - Tokyo Stock Exchange
3. South Korea - Korea Exchange Inc.
4. United Kingdom excluding British Overseas Territories- London Stock
   Exchange
5. France - Euronext Paris
6. Germany - Frankfurt Stock Exchange
7. Canada - Toronto Stock Exchange
8. International Financial Services Centre in India - India International
   Exchange, NSE International Exchange
   3.6.2.8 Listing of DRs on specified International Exchange shall meet the highest
   applicable level / standards for such listing by foreign issuers. Explanation: Examples of DR listing programs that would qualify for the aforesaid criteria:
   Issuer-sponsored Level III ADR programs listed on Nasdaq or the NYSE, DRs listed on the Main Board of the Hong Kong Stock Exchange, Global Depositary Receipts admitted to the Standard Segment of the Official List of the FCA and to trading on the London Stock Exchange.

112 Reference: SEBI Circular SEBI/HO/MRD2/DCAP/CIR/P/2019/146 dated November 28, 2019

Obligations of Listed Company
3.6.2.9 Listed Company shall ensure compliance with extant laws relating to issuance
of DRs, including, requirements prescribed here, the Companies Act, 2013, the Foreign Exchange Management Act, 1999 (‘FEMA’), Prevention of Money￾Laundering Act, 2002, and rules and regulations made thereunder. For this purpose, Listed Company may also enter into necessary arrangements with Custodian, Indian Depository and Foreign Depository.
3.6.2.10 Listed Company shall ensure that DRs are issued only with Permissible
Securities as the underlying.
Explanation: ‘Permissible Securities’ shall mean equity shares and debt securities, which are in dematerialized form and rank pari passu with the securities issued and listed on a Recognized Stock Exchange.
3.6.2.11 Listed Company shall ensure that the aggregate of Permissible Securities which
may be issued or transferred for the purpose of issue of DRs, along with Permissible Securities already held by persons resident outside India, shall not exceed the limit on foreign holding of such Permissible Securities under the applicable regulations of FEMA:
Provided that within the above limit, the maximum of aggregate of Permissible Securities which may be issued by the Listed Company or transferred by the existing holders, for the purpose of issue of DRs, shall be such that the Listed Company is able to ensure compliance with the minimum public shareholding requirement, after excluding the Permissible Securities held by the depository for the purpose of issue of DRs.
3.6.2.12 Listed Company shall ensure that the agreement entered with the Foreign
Depository, for the purpose of issue of DRs, provides that the Permissible holder, including its Beneficial Owner(s), shall ensure compliance with holding limits prescribed under Para 3.6.2.19 A. The onus of identification of NRIs holders, who are issued DRs in terms employee benefit scheme, would lie with the listed company. The listed company shall provide the information of such NRI DR holders to the designated depository for the purpose of monitoring of limits 113
3.6.2.13 Listed Company shall, through an intermediary, file with SEBI and the
Recognized Stock Exchange(s), a copy of the initial document, by whatever name called, for initial issue of DRs issued on the back of Permissible Securities.
3.6.2.13.1 SEBI shall endeavor to forward its comments, if any, to the Recognized
Stock Exchange(s) within a period of 7 working days from the receipt of the

113 Reference: SEBI Circular SEBI/HO/MRD2/DCAP/CIR/P/2020/243 dated December 18, 2020

document and in the event of no comments being issued by SEBI within such period, it shall be deemed that SEBI does not have comments to offer.
3.6.2.13.2 Recognized Stock Exchange(s) shall take into consideration the comments
of SEBI while granting in-principle approval to the Listed Company and decide on the approval within 15 working days of receipt of application and required documents. Further, final document for such initial issue shall be filed with Recognized Stock Exchange(s) and SEBI for record purpose.
3.6.2.14 Listed Company shall ensure that any public disclosures made by the Listed
Company on International Exchange(s) in compliance with the requirements of the Permissible Jurisdiction where the DRs are listed or of the International Exchange(s), are also filed with the Recognized Stock Exchange as soon as reasonably possible but not later than twenty-four hours from the date of filing. Permissible holder 114
3.6.2.15 Permissible holder means a holder of DR, including its Beneficial Owner(s),
satisfying the following conditions:
a. who is not a person resident in India; b. who is not a Non-Resident Indian (NRI) Provided that the restriction under this Clause shall not apply in case of issue of DRs to NRIs, pursuant to share based employee benefit schemes which are implemented by a company in terms of SEBI (Share Based Employee Benefits) Regulations 2014; Provided further that the restriction under this Clause shall also not apply in case of issue of DRs by the company to NRIs pursuant to a bonus issue or a rights issue; Explanation 1: For the purpose of this Circular, ‘Beneficial Owner’ shall have the same meaning as provided in proviso to sub-rule 1 of rule 9 of Prevention of Money Laundering (Maintenance of Records) Rules, 2005, as amended by the Central Government vide notification no.G.S.R.669(E) dated September 18, 2019. Explanation 2: The Permissible holder, including its Beneficial Owner(s), shall be responsible for ensuring compliance with this requirement. Explanation 3: Except as permitted under the provisos above, NRIs shall neither subscribe to any further issue of DRs nor make any further acquisition of DRs (including of DRs issued prior to October 10, 2019).

114 Reference: SEBI Circular SEBI/HO/MRD2/DCAP/CIR/P/2020/243 dated December 18, 2020

Voting rights
3.6.2.16 Listed Company shall ensure that the agreement entered between the holder of
DRs, the Listed Company and the Depository provides that the voting rights on Permissible Securities, if any, shall be exercised by the DR holder through the Foreign Depository pursuant to voting instruction only from such DR holder. Pricing
3.6.2.17 In case of a simultaneous listing of, Permissible Securities on Recognised Stock
Exchange(s) pursuant to a public offer / preferential allotment / qualified institutions placement under ICDR Regulations, and DRs on the International Exchange, the price of issue or transfer of Permissible Securities, for the purpose of issue of DRs by Foreign Depository, shall not be less than the price for the public offer / preferential allotment / qualified institutions placement to domestic investors under the applicable laws.
3.6.2.18 Where Permissible Securities are issued by a Listed Company or ‘transferred by
the existing holders’, for the purpose of issue of DRs by the Foreign Depository, the same shall be issued at a price, not less than the price applicable to a corresponding mode of issue of such Permissible Securities to domestic investors under the applicable laws. Obligations of Indian Depository, Foreign Depository and Domestic Custodian
3.6.2.19 Indian Depositories, in consultation with each other, shall develop a system to
ensure that aggregate holding of DR holders along with their holding, if any, through offshore derivative instruments and holding as a Foreign Portfolio Investor belonging to same investor group shall not exceed the limit on foreign holding under the FEMA and applicable SEBI Regulations. For this purpose, Indian Depositories shall have necessary arrangement with the Domestic Custodian and / or Foreign Depository. Explanation- For the purposes of above para, the term ‘investor group’ shall have the meaning as prescribed to such term in the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019 or amendments thereof. The Broad operational guidelines for the above purpose are given under
3.6.2.19.1 to 3.6.2.19.6.
Indian Depositories, in consultation with each other and market participants, may prescribe the formats and other details, as may be necessary to operationalize the same.

Broad Operational Guidelines
3.6.2.19.1 Listed Company shall appoint one of the Indian Depository as the
Designated Depository for the purpose of monitoring of limits in respect of Depository Receipts.
3.6.2.19.2 The Designated Depository in co-ordination with Domestic Custodian,
other Depository and Foreign Depository (if required) shall compute, monitor and disseminate the Depository Receipts (DRs) information as prescribed in the framework. The said information shall be disseminated on website of both the Indian Depositories. For this purpose, the Designated Depository shall act as a Lead Depository and the other depository shall act as a Feed Depository.
3.6.2.19.3 Domestic Custodian shall:
3.6.2.19.3.1 Provide one-time details of DRs in the format and manner as may be
prescribed by the Indian Depositories.
3.6.2.19.3.2 Provide the requisite information as may be prescribed by Designated
Depository for the purpose of computation of information in respect of Depository Receipts as and when requested.
3.6.2.19.3.3 Ensure that the underlying permissible securities, pertaining to a
listed company, against which DRs are issued in the Permissible Jurisdiction, are held in a demat account, under a separate Type & Sub-Type as prescribed by the Indian Depositories for the purpose of issue of DRs.
3.6.2.19.3.4 Provide certificate / declaration / information, to the Designated
Depository in the prescribed format upon termination/cancellation of DR program. For this, the issuer or Foreign Depository shall be required to report such termination / cancellation to the Domestic Custodian.
3.6.2.19.4 Procedure for the purpose of monitoring of limits
3.6.2.19.4.1 The Designated Depository shall forward the list of such companies
(ISINs) for which it will be monitoring the DR issuance to Feed Depository. For any addition or deletion of ISINs, the Designated Depository shall communicate to the Feed Depository regarding the same through Incremental information sent on a periodic basis.
3.6.2.19.4.2 Feed Depository shall provide the ISIN wise demat holdings of
investors tagged with separate sub-type to the Designated Depository on a daily basis.
3.6.2.19.4.3 The Designated Depository shall ascertain the details of holdings
pertaining to Foreign Depository lying under demat account(s) tagged under such separate Type & Sub-Type as well as other

investors with ‘DR’ sub type held at both depositories and consolidate such holdings to arrive at the outstanding Permissible Securities against which the DRs are outstanding.
3.6.2.19.4.4 Calculation of headroom i.e. ‘the limit up to which Permissible
Securities can be converted to DRs’, may be undertaken in the following manner:
Particulars
(A) Number of DRs originally issued including corporate action (B) Outstanding Permissible Securities against which the DRs are outstanding (C) Re-issuance approval granted by Domestic Custodian (unutilized) at End of Day Headroom = A – (B + C) the limit up to which Permissible Securities can be converted to DRs
3.6.2.19.4.5 The Indian Depositories shall exchange with each other their
respective list of companies, for dissemination of DR headroom related information, which shall be consolidated by both depositories and thereafter published on their respective websites.
3.6.2.19.5 Re-issuance mechanism
3.6.2.19.5.1 For the purpose of re-issuance of permissible securities, a Foreign
Investor shall request SEBI registered Broker with requisite quantity of securities (based on available headroom) required for re-issuance of depository receipts which shall be forwarded to the Domestic Custodian.
3.6.2.19.5.2 Based on last available headroom disseminated by Designated
Depository, the Domestic Custodian shall grant approval (T- day where T is date of approval granted by Domestic Custodian) to such request received from SEBI registered Broker for re-issuance purpose which shall be valid for a period of 3 trading days (T+3) from the date of approval of request granted by Domestic Custodian.
3.6.2.19.5.3 The Domestic Custodian shall report such request approvals along
with requisite quantity granted to Designated Depository on same day (i.e. T day) and based on which the Designated Depository shall block the quantity for the purpose of calculation of Headroom.
3.6.2.19.5.4 The Domestic Custodian shall report the status of utilisation of such
approved request to the Designated Depository upon receipt of securities in the demat account of Foreign Depository for the purpose of calculation of Headroom. The domestic custodian shall report the

final utilisation status of such approved request with respect to receipt of securities on D+1 basis (where D is a date of credit of security in the Foreign Depository’s account) before such time as may be prescribed by Designated Depository. In case of non-receipt of securities within the specified timeline, Custodian shall unblock the requisite quantity of approval granted and report the same to Designated Depository.
3.6.2.19.6 Monitoring of Investor group limits
3.6.2.19.6.1 FPI shall report the details of all such FPIs forming part of the same
investor group as well as Offshore Derivative Instruments (ODI) subscribers and/or DR holders having common ownership, directly or indirectly, of more than fifty percent or on the basis of common control, to its Designated Depository Participant (DDP). The investor group may appoint one such FPI to act as a Nodal entity for reporting the aforesaid grouping information to its DDP in the format enclosed at Annexure 17. Further, such Nodal FPI shall report the investment holding in the underlying Indian security as held by ODI subscriber and / or as DR holder, including securities held in the Depository Receipt account upon conversion (‘DR conversion’ account), to its Domestic Custodian on a monthly basis (by the 10th of every month) in the format enclosed at Annexure 18. Similarly, the FPIs who do not belong to the same investor group shall report such investment holding details in the underlying Indian security as ODI subscriber and / or as DR holder, including securities held in the ‘DR conversion’ account, to its Custodian in the aforesaid format on a monthly basis (by 10th of the month).
3.6.2.19.6.2 The DDP shall report FPI grouping information as reported by Nodal
FPI to such Indian Depository (by 17th of the month) where FPI group demat accounts are held in the manner and format as specified by such Indian Depository. Similarly, the Custodian of Nodal entity (who also happen to be the DDP) shall report the investment holdings in the underlying Indian security as held by the ODI subscriber and / or DR holder in respect of the aforesaid FPI group on monthly basis to such Indian Depository (by 17th of the month) where FPI group demat accounts are held in the manner and format as specified by such Indian Depository.
3.6.2.19.6.3 The Depository which monitors the FPI group limits shall club the
investment pertaining to DR holding, ODI holding and FPI holding of same investor group and monitor the investment limits as

applicable to FPI group in a Listed Indian company on a monthly basis. However, in respect of FPIs which do not belong to the same investor group, responsibility of monitoring the investment limits of FPI shall be with the respective DDP / Custodian. The Custodian of such FPIs not forming part of investor group shall club the investment as held by FPIs as well as investment as held by such FPI in the capacity of ODI subscriber and / or DR holder and monitor the investment limits as applicable to single FPI. In case where the investment holding breaches the prescribed limits, the Indian Depository / Custodian, as the case may be, shall advise the concerned investor / investor group, to divest the excess holding within 5 trading days similar to requirement prescribed under SEBI Circular dated November 05, 2019 on ‘Operational Guidelines for FPIs & DDPs under SEBI (Foreign Portfolio Investors), Regulations 2019 and for Eligible Foreign Investors.
3.6.2.20 Domestic Custodian shall maintain records in respect of, and report to, Indian
depositories all transactions in the nature of issue and cancellation of depository receipts, for the purpose of monitoring limits.
3.6.2.21 Indian Depositories shall coordinate among themselves and with Domestic
Custodian to disseminate:
(a) the outstanding Permissible Securities against which the DRs are outstanding; and, (b) the limit up to which Permissible Securities can be converted to DRs.
3.6.2.22 The Foreign Depository shall not issue or pre-release the DRs unless the
Domestic Custodian has confirmed the receipt of underlying Permissible Securities.
3.6.3 Words and expressions used and not defined here but defined in the DR Scheme,
Securities Contracts (Regulation) Act, 1956 or the Securities and Exchange Board of India Act, 1992 or the Depositories Act, 1996 or the Companies Act, 2013 or the Reserve Bank of India Act, 1934 or the Foreign Exchange Management Act, 1999 or Prevention of Money-Laundering Act, 2002, and rules and regulations made thereunder shall have the meanings respectively assigned to them, as the case may be, in those Acts, unless the context requires otherwise. Power to remove difficulties
3.6.4 In case of any difficulties in the application or interpretation or to relax strict
enforcement of the aforesaid requirements, the Board may issue clarifications through guidance notes or circulars after receipt of request from the issuer.
3.6.5 The above provisions shall be applicable only to DR issuance by a Listed Company
after the effective date i.e. October 10, 2019.

3.7 Redemption of Indian Depository Receipts (IDRs) into Underlying Equity Shares 115
Kindly refer para titled ‘Disclosure norms for Indian Depository Receipts’ of SEBI Circular SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023 (Master circular for compliance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 by listed entities)
3.8 Electronic Clearing System (ECS) facility
3.8.1 Use of ECS for refund in public/rights issues. 116
For locations where facility of refund through ECS is available details of applicants shall be taken directly from the database of the depositories in respect of issues made completely in dematerialised form. Accordingly, DPs shall maintain and update on real time basis the MICR (Magnetic Ink Character Recognition) code of Bank branch of BOs and other bank details of the applicants in the database of depositories. This is to ensure that the refunds through ECS are made in a smooth manner and that there are no failed/wrong credits.
3.8.2 Updation of bank accounts details, MICR code and IFSC of bank branches by
Depository Participants (DPs) 117
3.8.2.1 It has been informed by RBI that they have been receiving complaints from
managers to the issues that the funds routed through the electronic mode are getting returned by destination banks because of incorrect or old account numbers provided by beneficiary account holders.
3.8.2.2 RBI has stated that Investors will have to ensure through their DPs that
bank account particulars are updated in master record periodically, to ensure that their refunds, dividend payments etc. reach the correct account, without loss of time. RBI has also suggested incorporation of Indian Financial System Code (IFSC) of customer's bank branches apart from 9 digit MICR code; since IFSC of bank's branches is used for remittance through National Electronic Funds Transfer (NEFT).
3.8.2.3 It is advised that necessary action be taken in this matter to ensure that correct
account particulars of investors are available in the database of depositories.

115 Reference: SEBI Circular CIR/CFD/DIL/10/2012 dated August 28, 2012 & SEBI Circular CIR/CFD/DIL/6/2013 dated March 01, 2013 116 Reference: SEBI Circular SEBI/MRD/DEP/Cir-3/06 dated February 21, 2006 & SEBI Circular SEBI/CFD/DIL/DIP/29/2008/01/02 dated February 1, 2008 117 Reference: SEBI Letter MRD/DEP/PP/123624 /2008 dated April 23, 2008

3.9 Withdrawal by issuers from the depository 118
3.9.1 As regards voluntary withdrawal by issuers from the depository, it is informed
that listed companies may not be allowed to withdraw from the depository system unless they delist their securities from the stock exchanges.
3.9.2 As regards companies under liquidation are concerned, it is informed that
deactivation of the ISIN may be only done in cases where companies have been liquidated. In other cases, where companies are being liquidated, deactivation of ISIN resulting in total freezing may not be desirable as it will disallow investors to hold shares in dematerialized form
3.10 Further issue of shares under Section 43 of Companies Act and the Companies (Share
Capital and Debentures) Rules, 2014 119
In all cases of shares issued by companies under Section 43(a) (ii) of Companies Act 2013 and the Companies (Share Capital and Debentures) Rules, 2014, separate ISIN may be allotted to differentiate such shares from ordinary shares.
3.11 Redressal of investor grievances through SCORES platform 120
Kindly refer SEBI Circular SEBI/HO/OIAE/IGRD/P/CIR/202 dated November 07, 2022 in respect of Master Circular on the redressal of investor grievances through the SEBI Complaints Redress System (SCORES) platform.
3.12 Streamlining issuance of SCORES Authentication for SEBI registered
intermediaries 121
Kindly refer para titled ‘SCORES Authentication for intermediaries and MIIs’ of SEBI Circular SEBI/HO/OIAE/IGRD/P/CIR/202 dated November 07, 2022 (Master Circular on the redressal of investor grievances through the SEBI Complaints Redress System (SCORES) platform)
3.13 Clarification on applicability of regulation 40(1) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 to open offers, buybacks and delisting of securities of listed entities 122 Kindly refer para titled ‘Tendering by shareholders holding securities in physical form’ of SEBI Circular SEBI/HO/CFD/PoD-1/P/CIR/2023/31 dated February 16, 2023 (Master Circular for Substantial Acquisition of Shares and Takeovers)

118 Reference: SEBI Letter MRD/DoP/NSDL/VM/ 162378 /2009 dated May 06, 2009 119 Reference: SEBI Letter MRD/DoP/MC/141442 /2008 dated October 17, 2008 120 Reference: SEBI Circular CIR/OIAE/1/2014 dated December 18, 2014 121 Reference: SEBI Circular SEBI/HO/OIAE/IGRD/CIR/P/2019/86 dated August 02, 2019 122 Reference: SEBI Circular SEBI/HO/CFD/CMD1/CIR/P/2020/144 dated July 31, 2020

3.14 Streamlining the Process for Acquisition of Shares pursuant to Tender-Offers made
for Takeovers, Buy Back and Delisting of Securities 123 Kindly refer para titled ‘Procedure for tendering of shares and settlement through stock exchange’ of SEBI Circular SEBI/HO/CFD/PoD-1/P/CIR/2023/31 dated February 16, 2023 (Master Circular for Substantial Acquisition of Shares and Takeovers)
3.15 Non-compliance with the Minimum Public Shareholding (MPS) requirements 124
Kindly refer para titled ‘Non-compliance with the Minimum Public Shareholding requirements’ of SEBI Circular SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023 (Master circular for compliance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 by listed entities)
3.16 Non-compliance with certain provisions of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and the Standard Operating Procedure for suspension and revocation of trading of specified securities 125 Kindly refer para titled ‘Non-compliance with certain provisions of the LODR Regulations and the Standard Operating Procedure for suspension and revocation of trading of specified securities’ of SEBI Circular SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023 (Master Circular for compliance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 by listed entities)
3.17 Investor grievances redressal mechanism – Handling of SCORES complaints by stock
exchanges and Standard Operating Procedure for non-redressal of grievances by listed companies 126 Kindly refer para titled ‘Handling of complaints by stock exchanges against certain listed companies’, ‘Action for failure to redress investor complaints by such listed companies’ & ‘Action after redressal of investor grievance by such listed companies’ of SEBI Circular SEBI/HO/OIAE/IGRD/P/CIR/202 dated November 07, 2022 (Master Circular on the redressal of investor grievances through the SEBI Complaints Redress System (SCORES) platform)

123 Reference: SEBI Circular CFD/DCR2/CIR/P/2016/131 dated December 09, 2016 124 Reference: SEBI Circular CFD/CMD/CIR/P/2017/115 dated October 10, 2017 125 Reference: SEBI Circular SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January 22, 2020 126 Reference: SEBI Circular SEBI/HO/OIAE/IGRD/CIR/P/2020/152 dated August 13, 2020

3.18 Automation of Continual Disclosures under Regulation 7(2) of SEBI (Prohibition of
Insider Trading) Regulations, 2015 - System driven disclosures 127 Kindly refer para titled ‘Automation of Continual Disclosures under Regulation 7(2) of SEBI (Prohibition of Insider Trading) Regulations, 2015 -System driven disclosures’ of https://www.sebi.gov.in/legal/master-circulars/jul-2024/master-circular-on￾surveillance-of-securities-market_84680.html dated July 09, 2024 (Master Circular on Surveillance of Securities Market)
3.19 A Trading Window closure period under Clause 4 of Schedule B read with Regulation
9 of SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”) – Framework for restricting trading by Designated Persons (“DPs”) by freezing PAN at security level 128 Kindly refer para titled ‘Trading Window closure period under Clause 4 of Schedule B read with Regulation 9 of PIT Regulations-Framework for restricting trading by Designated Persons (“DPs”) by freezing Permanent Account Number (PAN) at security level’ of https://www.sebi.gov.in/legal/master-circulars/jul-2024/master￾circular-on-surveillance-of-securities-market_84680.html https://www.sebi.gov.in/legal/master-circulars/jul-2024/master-circular-on￾surveillance-of-securities-market_84680.html dated July 09, 2024 (Master Circular on Surveillance of Securities Market)
3.20 Reconciliation of Share Capital Audit 129
3.20.1 All the issuer companies shall subject themselves to a reconciliation of share capital
audit to be undertaken by a qualified Chartered Accountant or a Company Secretary, for the purposes of reconciliation of the total admitted capital with both the depositories and the total issued and listed capital. The audit shall cover the following aspects and certify among others:
3.20.1.1That the total of the shares held in NSDL, CDSL and in the physical form tally with the issued / paid-up capital. 3.20.1.2That the Register of Members (RoM) is updated. 3.20.1.3That the dematerialisation requests have been confirmed within 21 days and state the shares pending confirmation for more than 21 days from the date of requests and reasons for delay. 3.20.1.4The details of changes in share capital (due to rights, bonus, preferential issue, IPO, buyback, capital reduction, amalgamation, de-merger etc) during the

127 Reference: SEBI Circular SEBI/HO/ISD/ISD/CIR/P/2020/168 dated September 09, 2020 & SEBI Circular SEBI/HO/ISD/ISD/CIR/P/2021/578 dated June 16, 2021 128 Reference: SEBI Circular SEBI/HO/ISD/ISD-SEC-4/P/CIR/2022/107 dated August 05, 2022 129 Reference: SEBI Circular D&CC/FITTC/CIR – 16/2002 dated December 31, 2002 and SEBI Circular CIR/MRD/DP/30/2010 dated September 06, 2010)

quarter and certify in case of listed companies whether in-principle approval for listing from all stock exchanges was obtained in respect of all further issues.
3.20.2 The issuer companies shall submit the audit report on a quarterly basis within 30
days of the end of each quarter to the stock exchange/s where they are listed. Any difference observed in the admitted, issued and listed capital shall be immediately brought to the notice of SEBI and both the Depositories by the stock exchanges. This report shall also be placed before the Board of Directors of the issuer company.
3.20.3 Any non-compliance by the issuer company shall be viewed seriously and suitable
action shall be initiated under the Depositories Act, 1996 against the issuer company and its Directors.
3.21 Streamlining the Process of Public Issue of Equity Shares and convertibles 130
3.21.1 Kindly refer SEBI Circular SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June
21, 2023 (Master Circular for Issue of Capital and Disclosure Requirements)
3.21.2 Further the role of depositories in respect to the Process of Public Issue of Equity
Shares and convertibles is as follows:
3.21.2.1 Validation by Depositories
3.21.2.1.1 The details of investor viz. PAN, DP ID / Client ID, entered in the Stock
Exchange platform at the time of bidding, shall be validated by the Stock Exchange/s with the Depositories on real time basis.
3.21.2.1.2 Stock Exchanges and Depositories shall put in place necessary
infrastructure for this purpose.

130 Reference: SEBI Circular SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018

SECTION-4: Depositories Related
4.1 Online Registration Mechanism and Filing system for Depositories 131
4.1.1 In order to ease the process of application for recognition / renewal, reporting and
other filings in terms of Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 and other circulars issued from time to time, SEBI has introduced a digital platform for online filings related to Depositories.
4.1.2 All applicants desirous of seeking registration as a Depository in terms of
Regulation 3 of the Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018, shall now submit their applications online, through SEBI Intermediary Portal at https://siportal.sebi.gov.in.
4.1.3 The applicants would be required to upload scanned copy of relevant documents
such as any declaration or undertaking or notarised copy of documents as may be prescribed in Securities and Exchange Board of India (Depositories and Participants) Regulations 2018, and keep hard copy of the same to be furnished to SEBI whenever required.
4.1.4 Further, all other filings including Annual Financial Statements and Returns, Rules,
Bye-laws, etc., shall also be submitted online.
4.1.5 The aforesaid online registration and filing system for Depositories is operational.
Recognised Depositories are advised to note the same for immediate compliance.
4.1.6 Link for SEBI Intermediary Portal is also available on SEBI website –
www.sebi.gov.in. In case of any queries and clarifications, users may refer to the manual provided in the portal or contact the SEBI Portal helpline on 022-26449364 or may write at portalhelp@sebi.gov.in.
4.2 Activity schedule for depositories for T+2 rolling Settlement 132- As on date, the activity
schedule for settlement is as per SEBI circular SEBI Circular
SEBI/HO/MRD2/DCAP/P/CIR/2021/628 dated September 07, 2021 (i.e. T+1) . The activity
schedule for T+2 settlement is mentioned under Para 4.83.
4.3 Introduction of T+1 rolling settlement on an optional basis 133
4.3.1 SEBI, vide circular no. SMD/POLICY/Cir - /03 dated February 6, 2003, shortened
the settlement cycle from T+3 rolling settlement to T+2 w.e.f. April 01, 2003.
4.3.2 SEBI has been receiving request from various stakeholders to further shorten the
settlement cycle. Based on discussions with Market Infrastructure Institutions (Stock Exchanges, Clearing Corporations and Depositories), it has been decided to provide flexibility to Stock Exchanges to offer either T+1 or T+2 settlement cycle.

131 Reference: SEBI Circular SEBI/HO/MRD/DSA/CIR/P/2018/1 dated January 29, 2018 132 Reference: SEBI Circular DCC/FITTC/Cir-19/2003 dated March 4, 2003 and SEBI Circular MRD/DoP/SE/Dep/Cir-18/2005 dated September 2, 2005 133 Reference: SEBI Circular SEBI/HO/MRD2/DCAP/P/CIR/2021/628 dated September 07, 2021

4.3.3 Accordingly, a Stock Exchange may choose to offer T+1 settlement cycle on any of
the scrips, after giving an advance notice of at least one month, regarding change in the settlement cycle, to all stakeholders, including the public at large, and also disseminating the same on its website.
4.3.4 After opting for T+1 settlement cycle for a scrip, the Stock Exchange shall have to
mandatorily continue with the same for a minimum period of 6 months. Thereafter, in case, the Stock Exchange intends to switch back to T+2 settlement cycle, it shall do so by giving 1-month advance notice to the market.
4.3.5 Any subsequent switch (from T+1 to T+2 or vice versa) shall be subject to minimum
period and notice period as mentioned in Para 4.3.4 above.
4.3.6 There shall be no netting between T+1 and T+2 settlements.
4.3.7 The settlement option for security shall be applicable to all types of transactions in
the security on that Stock Exchange. For example, if a security is placed under T+1 settlement on a Stock Exchange, the regular market deals as well as block deals will follow the T+1 settlement cycle on that Stock Exchange.
4.3.8 The provisions of this circular shall come into force with effect from January 01,
2022.
4.4 Settlement of transactions in case of holidays 134
4.4.1 Due to lack of uniformity of holidays and force majeure conditions which
necessitate sudden closure of one or more Stock Exchanges and banks in a particular state, result in situations where multiple settlements have to be completed by the Stock Exchanges on the working day immediately following the day(s) of the closure of the banks. Accordingly, the Stock Exchanges/Depositories are advised to follow the guidelines and adhere to the time line.
4.4.1.1 The Stock Exchanges shall clear and settle the trades on a sequential basis i.e., the
pay-in and the pay-out of the first settlement shall be completed before the commencement of the pay-in and pay-out of the subsequent settlement/s.
4.4.1.2 The cash/securities pay out from the first settlement shall be made available to
the member for meeting his pay-in obligations for the subsequent settlement/s.
4.4.1.3 Further, in-order to meet his pay-in obligations for the subsequent settlement, the
member may need to move securities from one depository to another. The Depositories shall, therefore, facilitate the inter-depository transfers within one hour and before pay-in for the subsequent settlement begins.
4.4.1.4 The Stock Exchanges/Depositories shall follow a strict time schedule to ensure
that the settlements are completed on the same day.
4.4.1.5 The Clearing Corporation/Clearing House of the Stock Exchanges shall execute
Auto DO facility for all the settlements together, so as to make the funds and the

134 Reference: SEBI Circular SEBI/MRD/Policy/AT/Cir- 19/2004 dated April 21, 2004

securities available with the member on the same day for all the settlements, thereby enabling the availability of the funds/securities at the client level by the end of the same day.
4.5 Deadline time for accepting non pay-in related instructions 135
4.5.1 The depositories are advised that any overrun of the time specified for 'spot
delivery contract' in the SCRA would result in the contract becoming illegal under
section 16 of the SCRA (unless it is put through the stock exchange). The Rights and
Obligations of the BO and DP cannot add anything to or subtract anything from this position. However, it should be the responsibility of the DP to ensure that the client's contract is not rendered illegal on account of delayed execution of the delivery instruction.
4.5.2 Keeping the hardships to change all the existing Rights and Obligations of the BO
and DP to enforce the above into consideration, it is advised that suitable bye laws can be made under section 26(2)(e) and (d) of Depositories Act, 1996 for imposing such obligation on the DPs. Therefore, it is advised to amend/insert bye laws which should expressly provide that the DPs shall execute the non pay-in related instructions on the same day or on the next day of the instruction. Further, pending such amendment, suitable instructions may be issued to DPs to adhere to such time limit.
4.5.3 The above clause may be suitably incorporated in the Rights and Obligations of the
BO and DP while opening new accounts.
4.6 Approval of amendments to Bye Laws / Rules of Stock Exchanges and Depositories 136
4.6.1 Depositories and exchanges shall submit the following information while seeking
SEBI approval for amendment to Bye Laws/ Rules/ Regulations and amendments thereto:
4.6.1.1 The objective/purpose of amendments.
4.6.1.2 Whether the amendment is consequential to any directive/circulars/
guidelines from SEBI/ Government and the details thereof.
4.6.1.3 Whether such amendments necessitate any consequential amendments to any
other Bye Laws/ Rules/ Regulations.
4.6.1.4 The proceedings of the Governing Board or Governing Council, as the case
may be, wherein these proposed amendments were approved by the Exchanges/ Depositories.
4.6.1.5 If documents other than Bye Laws/ Rules/ Regulations are sent for approval,
the justification and need for forwarding the same to SEBI, indicating whether it forms a part of any Bye Law/ Rule/ Regulation.

135 Reference: SEBI Letter MRD/VSS/ARR/ 12255/2004 dated June 10, 2004 136 Reference: SEBI Circular LGL/Cir-2/2003 dated February 19, 2003

4.6.2 Further, all Exchanges shall ensure that requests for dispensation of the
requirement of pre-publication shall be accompanied with proper justification and indicate how the public interest or interest of trade shall be served by such dispensation of pre-publication.
4.7 Periodical Report – Grant of prior approval to Depository Participants 137
4.7.1 The Depositories shall submit a periodical report to SEBI regarding the following
changes, as per the format (Annexure 19) and in accordance with the guidelines given below:
4.7.1.1 Amalgamation, demerger, consolidation or any other kind of corporate
restructuring falling within the scope of Chapter XV of the Companies Act, 2013 or the corresponding provision of any other law for the time being in force;
4.7.1.2 Change in Director, including managing director/ whole-time director;
4.7.1.3 Change in shareholding not resulting in change in control;
4.7.1.4 Any other purpose as may be considered appropriate by the Depositories.
If there is no change during the relevant quarter, it shall be indicated in the report.
4.7.2 Guidelines to fill up the Annexure and sending the same to SEBI
4.7.2.1 A separate annexure shall be submitted for each "Type of change" as specified
in the format.
4.7.2.2 The report shall be signed by an authorized representative of the Depository
and the same shall be stamped.
4.7.2.3 The Depositories shall furnish the report to SEBI by 7th day of month following
the end of each quarter, starting with report for the quarter ending June 2011.
4.7.2.4 The report shall be submitted by e-mail at dp@sebi.gov.in. A hard copy of the
report shall also be submitted to SEBI.
4.8 Preservation of Records 138
4.8.1 Depositories and Depository Participants (DPs) are required to preserve the
records and documents for a minimum period of 8 years.
4.8.2 Depositories and DPs shall preserve respective original forms of documents either
in physical form or an electronic record, copies of which have been taken by CBI, Police or any other enforcement agency during the course of their investigation till the trial is completed.
4.9 Participation as Financial Information Providers in Account Aggregator
framework 139

137 Reference: SEBI Circular CIR/MIRSD/9/2011 dated June 17, 2011 138 Reference: SEBI Circular: MRD/DoP/DEP/Cir 20/2009 dated December 9, 2009 and SEBI/HO/MRD2/DDAP/CIR/P/2020/153 dated August 18, 2020 139 Reference: SEBI Circular SEBI/HO/MRD/DCAP/P/CIR/2022/110 dated August 19, 2022

4.9.1 An Account Aggregator (AA), is a Reserve Bank of India (RBI) regulated Non￾Banking Finance Company (NBFC) that facilitates retrieval or collection of financial
information, pertaining to a customer, from Financial Information Providers (“FIP”) on the basis of explicit consent of the customer. The financial information shared through the Account Aggregator is not stored by the AA and it shall not be the property of the AA. This information is not to be used in any other manner except for the purpose of providing it to the customer or consented Financial Information User (FIU). Thus, Account Aggregator facilitates consolidation, organization, presentation of the financial information to the customer or FIU based on the explicit consent of the customer.
4.9.2 RBI has issued Non-Banking Financial Company –Account Aggregator Master
Directions DNBR.PD.009/03.10.119/2016-17 dated September 02, 2016 for compliance by every Non-Banking Financial Company (NBFC-Account Aggregator) undertaking the business of AA.
4.9.3 Out of the list of entities mentioned as Financial Information Providers (FIPs) under
the Clause 3 (xi) of the Master Directions, the Asset Management Companies (AMCs) through their Registrar and Transfer Agents (RTAs) and the Depositories are inter-alia specified as Financial Information Providers (FIPs) for the purpose of sharing of information. Thus, hereinafter the Depositories and AMCs (through their RTAs) are referred as FIPs in the securities markets.
4.9.4 The FIPs in the securities market will provide the “Financial Information”, as
specified in Clause 3(ix) of the RBI Master Directions, to the customers and FIUs who furnish the consent artefact (electronic consent as defined in RBI Master Guidelines) through any of the Account Aggregators registered with RBI. Further, FIPs in securities market shall enter into a contractual framework with the AAs, and the same shall distinctly specify the following:
a.Rights and obligations of each party b.Modalities of Dispute Resolution mechanism
4.9.5 The FIPs in the securities markets shall share the “Financial Information”
pertaining to securities markets, through the AA only on receipt of a valid consent artefact from the customer through the Account Aggregator. The consent architecture is detailed under Clause 6 of the RBI Master Directions. Further, the FIPs in the securities markets shall also verify, through appropriate means, the following in the consent artefact:
a.validity of consent b. specified dates and usage; and
c. the credentials of the AA

4.9.6 Upon due verification of the consent artefact, the FIPs in the securities markets shall
digitally sign the financial information and securely transmit the same to the AA in accordance with the terms contained in the consent artefact.
4.9.7 All responses of the FIPs in the securities markets shall be in real time.
4.9.8 To enable these data flows, the FIPs in the securities markets shall:
a.implement interfaces that will allow an AA to submit consent artefacts, and authenticate each other, and would enable secure flow of financial information to the AA; b. adopt means to verify the consent including digital signatures, if any, contained in the consent artefact;
c. implement means to digitally sign the financial information that is shared by
them about the customers; d.maintain a log of all information sharing requests and the actions performed by them pursuant to such requests.
4.9.9 The FIPs in the securities markets are expected to adopt the technical specifications
published by ReBIT, as updated from time to time and adopt required Information Technology (IT) framework and interfaces to ensure secure data flows to AA. The technology should also be scalable to cover any other AA as may be specified by Reserve Bank of India in future.
4.9.10 There shall be adequate safeguards built in IT systems of FIPs in the securities
markets to ensure that it is protected against unauthorized access, alteration, destruction, disclosure or dissemination of records and data.
4.9.11 The FIPs in the securities markets shall also abide by the code of conduct as
specified in the SEBI regulations applicable to them, including redressal of grievances of the customers.
4.9.12 The FIPs in the securities markets shall continue to comply with all the regulatory
provisions under the SEBI Act, 1992, Depositories Act, 1996 and the regulations framed thereunder.
4.9.13 The provisions of this circular shall come into force with effect from August 19,
2022.
4.9.14 The participation of depositories as FIPs in the AA ecosystem shall not impact the
existing mechanism as per circular CIR/MRD/DP31/2014 dated November 12, 2014 of issuances of Consolidated Account Statement to the investors by depositories or AMCs/MF-RTAs providing consolidated information of the mutual fund investments and holdings of investors in demat accounts.
4.9.15 The Financial Information Providers (FIPs) in securities market must disclose
prominently on their websites the names of the Account Aggregators through which the FIP shares the information about assets held with respect to securities markets with the customers and Financial Information Users (FIUs).

4.10 Facilitating transaction in Mutual Fund schemes through the Stock Exchange
Infrastructure 140
Kindly refer para titled ‘Facilitating transactions in Mutual Fund schemes through the Stock Exchange infrastructure’ of https://www.sebi.gov.in/legal/master￾circulars/jun-2024/master-circular-for-mutual-funds_84441.html dated June 27, 2024 (Master Circular for Mutual Funds)
4.11 Discontinuation of usage of pool accounts for transactions in units of Mutual Funds
on the Stock Exchange Platforms 141
Kindly refer para titled ‘Discontinuation of usage of pool accounts for transactions in units of Mutual Funds on the Stock Exchange Platforms’ ofhttps://www.sebi.gov.in/legal/master-circulars/jun-2024/master-circular-for￾mutual-funds_84441.html dated June 27, 2024 (Master Circular for Mutual Funds)
4.12 RTA inter-operable Platform for enhancing investors’ experience in Mutual Fund
transactions / service requests 142
Kindly refer para titled ‘RTA inter-operable Platform for enhancing investors’ experience in Mutual Fund transactions/service requests’ of https://www.sebi.gov.in/legal/master-circulars/jun-2024/master-circular-for￾mutual-funds_84441.html dated June 27, 2024 (Master Circular for Mutual Funds)
4.13 Pledge of Shares through depository system 143
4.13.1 Section 12 of the Depositories Act, 1996 and Regulation 79 of the Securities and
Exchange Board of India (Depositories and Participants) Regulations, 2018 (“DP Regulations”) along with the relevant Bye Laws of the Depositories clearly enumerate the manner of creating pledge. It is felt that there is a need to communicate to the BOs that any procedure followed other than as specified under the aforesaid provisions of law shall not be treated as pledge.
4.13.2 In order to clarify the same, the depositories are advised to issue a communiqué to
the DPs advising them to inform BOs about the procedure for pledging of shares held in demat form as enumerated in the relevant sections of the Depositories Act,

140 Reference: SEBI Circular CIR/MRD/DSA/32/2013 dated October 04, 2013, SEBI Circular CIR/MRD/DSA/33/2014 dated December 09, 2014, SEBI Circular SEBI/HO/MRD/DSA/CIR/P/2016/113 dated October 19, 2016, SEBI Circular SEBI/HO/MRD1/DSAP/CIR/P/2020/29 dated February 26, 2020, SEBI Circular SEBI/IMD/CIR No. 11/183204/2009 dated November 13, 2009 and SEBI Circular CIR/IMD/DF/17/2010 dated November 09, 2010 141 Reference: SEBI Circular SEBI/HO/IMD/IMD-IDOF5/P/CIR/2021/635 dated October 4, 2021 142 Reference: SEBI Circular SEBI/HO/IMD/IMD-II DOF3/P/CIR/2021/604 dated July 26, 2021 143 Reference: SEBI Letter MRD/DoP/MAS – OW/16723/2010 dated August 17, 2010

1996 and DP Regulations. Depositories may also advise DPs that an off-market transfer of shares leads to change in ownership and cannot be treated as pledge. Further, this issue may also be taken up in the investor awareness programs wherein the manner of creation of pledge can be effectively communicated to the BOs directly.
4.14 Margin obligations to be given by way of Pledge/ Re-pledge in the Depository
System 144
Kindly refer para titled ‘Margin obligation to be given by way of Pledge/ Re-pledge in the Depository System’ of https://www.sebi.gov.in/legal/master-circulars/aug￾2024/master-circular-for-stock-brokers_85605.html August 09, 2024 (Master circular for Stock Brokers) For the purpose of Section 41.4 of the above-mentioned circular, Depositories shall provide a separate pledge type viz. ‘margin pledge’, for pledging client’s securities as margin to the TM / CM.
4.15 Foreign investments in infrastructure companies in securities markets 145
4.15.1 Pursuant to Government of India Policy, foreign investments in infrastructure
companies in the securities markets, namely Stock Exchanges, Depositories and Clearing Corporations shall be as under:
4.15.1.1 Foreign investment shall be allowed in such companies with a separate
FDI and FPI cap as per the prevailing policy of GoI;
4.15.1.2 FDI shall be allowed subject to specific prior approval (if any) as per the
FDI policy of GoI;
4.15.1.3 FPI shall be allowed only through purchases in the secondary market;
Clarification 146 - In respect of exchanges that are not listed, FPIs purchase of shares of such exchanges can be through transactions outside of the exchange provided it is not an initial allotment. However, if the exchange is listed, transactions by FPIs should be done through the exchange.
4.15.1.4 FPI shall not seek and will not get representation on the Board of
Directors;
4.15.1.5 Foreign investors, including persons acting in concert, may hold equity
shares in a depository as per the limits specified under Regulation 21 (2)

144 Reference: SEBI Circular SEBI/HO/MIRSD/DOP/CIR/P/2020/28 dated February 25, 2020, SEBI/HO/MIRSD/DOP/CIR/P/2020/88 dated May 25, 2020, SEBI/HO/MIRSD/DOP/CIR/P/2020/90 dated May 29, 2020, SEBI/HO/MIRSD/DOP/CIR/P/2020/143 dated July 29, 2020 and SEBI/HO/MIRSD/DoP/P/CIR/2022/44 dated April 04, 2022 145 Reference: SEBI Circular MRD/DSA/SE/Dep/Cust/Cir-23/06 dated December 22, 2006 146 Reference: SEBI Circular MRD/DSA/SE/Dep/Cust/CIR-30/08 dated October 23, 2008

of the Securities and Exchange Board of India (Depositories and Participants) Regulation, 2018.
4.15.2 The aforesaid limits for foreign investment in respect of recognised Stock
Exchanges shall be subject to 5% shareholding limit as prescribed under the Securities Contracts (Regulation) (Stock Exchanges And Clearing Corporations) Regulations, 2018.
4.16 Designated e-mail ID for regulatory communication with SEBI 147
Depositories shall create a designated e-mail id for regulatory communication and inform it to SEBI. This e-mail id shall be exclusive and shall not be person-centric.
4.17 Designated e-mail ID for redressal of investor complaints 148
4.17.1 Depositories and registered DPs shall designate an exclusive e-mail ID for the
grievance redressal division/compliance officer exclusively for registering investor complaints.
4.17.2 The designated email ID and other relevant details shall be prominently
displayed on the websites and in the various materials/pamphlets/advertisement campaigns initiated by the Depositories and DPs for creating investor awareness.
4.18 Redressal of complaints against Depositories through SEBI Complaints Redress
System (SCORES) 149
4.18.1 The complaints received by SEBI against Depositories shall be electronically sent
through SCORES. Depositories are advised to view the pending complaints at http://scores.gov.in/admin and submit the Action Taken Report (ATR) along with supporting documents electronically in SCORES. Updation of action taken shall not be possible with physical ATRs. Hence, submission of physical ATR shall not be accepted for complaints lodged in SCORES.
4.18.2 The Depositories shall do the following:
4.18.2.1 Indicate a contact person in case of SCORES, who is an employee heading
the complaint services division/cell/department. Contact detail (i.e. phone no., email id, postal address) of the said contact person be made widely available for e.g. on the websites of Depositories.
4.18.2.2 Address/redress the complaints within a period of 21 calendar days upon
receipt of complaint and keep the Board informed about the number and the nature of redressal

147 Reference: SEBI Circular MIRSD/DPS- III/Cir-23/08 dated July 25, 2008 148 Reference: SEBI Circular MRD/DoP/Dep/SE/Cir-22/06 dated December 18, 2006 149 Reference: SEBI Circular CIR/MRD/ICC/16/2012 dated June 15, 2012

4.18.2.3 Maintain a monthly record of the complaints which are not
addressed/redressed within 21 calendar days from the date of receipt of the complaint/information, alongwith the reason for such pendency.
4.18.2.4 Upload/update the ATR on the SCORES. Failure to do so shall be
considered as non-redressal of the complaint and the complaint shall be shown as pending.
4.19 Limitation period for filing an arbitration reference 150
The provisions dealing with mediation, conciliation and arbitration have been superseded with the introduction of Online Dispute Resolution (ODR) Mechanism. Kindly refer https://www.sebi.gov.in/legal/master-circulars/dec-2023/master￾circular-for-online-resolution-of-disputes-in-the-indian-securities￾market_80236.html dated December 28, 2023 (Master circular for Online Resolution of Disputes in the Indian Securities Market)
4.20 Disclosure of investor complaints and arbitration details on Depository website 151
4.20.1 Depositories shall disclose the details of complaints lodged by Beneficiary
Owners (BO’s)/investors against Depository Participants (DPs) on their website. The aforesaid disclosure shall also include details pertaining to penal action against the DPs.
4.20.2 The format for the reports for the aforesaid disclosure consists of the following
reports:
4.20.2.1 Report 1A: Complaints received against DPs during current year
4.20.2.2 Report 1B: Redressal of Complaints received against DPs during previous
year
4.20.2.3 Report 1C: Redressal of Complaints received against DPs during current year
4.20.2.4 Report 2A 152
4.20.2.5 Report 2B 153
4.20.2.6 Report 3A: Penal Actions against DPs during previous year
4.20.2.7 Report 3B: Penal Actions against DPs during current year
4.20.2.8 Report 4A: Redressal of Complaints lodged by investors against Listed
Companies during previous year

150 Reference: SEBI Circular CIR/MRD/DP/4/2011 dated April 7, 2011 151 Reference: SEBI Circular SEBI/MRD/ OIAE/ Dep/ Cir- 4/2010 dated January 29, 2010 152 Repealed by SEBI Circular SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/145 dated July 31, 2023 in respect of Master SEBI Circular for Online Resolution of Disputes in the Indian Securities Market. 153 Repealed by SEBI Circular SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/145 dated July 31, 2023 in respect of Master SEBI Circular for Online Resolution of Disputes in the Indian Securities Market.

4.20.2.9 Report 4B: Redressal of Complaints lodged by investors against Listed
Companies during current year
4.20.3 Depositories are accordingly advised to
4.20.3.1 disclose details as per the aforesaid reports in their website on a continuous
basis
4.20.3.2 update the aforesaid reports on a quarterly basis, except the Report 1A, which
shall be updated on a weekly basis
The provisions dealing with mediation, conciliation and arbitration have been superseded with the introduction of Online Dispute Resolution (ODR) Mechanism. Kindly refer https://www.sebi.gov.in/legal/master-circulars/dec-2023/master￾circular-for-online-resolution-of-disputes-in-the-indian-securities￾market_80236.html dated December 28, 2023 (Master circular for Online Resolution of Disputes in the Indian Securities Market)

Report 1A: Complaints received against Depository Participants (DPs)# during current year: Updated on mmm dd yyyy (to be updated weekly) (In excel sheet) Sl. No. Details of Complaint Status of Complaint Date of Receipt Name of Complainant Type of Complaint* SEBI Ref. No. (if applicable Name of DP Status Status Date## Date of Filing Arbitration Name of Arbitrator(s) Date of Arbitration Award N

including against its authorized persons, employees, etc.

Status date is the date of resolution/reference to arbitration/finding it non-actionable. If under process, it is the date of

updation of this sheet. */ As per Table 1A below

Table 1A
Type *Complaint Type
Type I Account Opening Related
I a Denial in opening an account
I b Account opened in another name than as requested I c Non receipt of Account Opening Kit I d Delay in activation/ opening of account I e Non Receipt of copy of DP Client Agreement/Schedule A of Charges Type II Demat/Remat Related II a Delay in Dematerialisation request processing II b Delay in Rematerialisation request processing II c Delay in/ Non-Receipt of Original certificate after demat rejection II d Non Acceptance of demat/remat request Type III Transaction Statement Related III a Delay in/ Non-Receipt of Statements from DP III b Discrepancy in Transaction statement Type IV Improper Service Related IV a Insistence on Power of Attorney in its favour IV b Deactivation/ Freezing/ Suspension related IV c Defreezing related IV d Transmission Related Status Type Description I I a I b I c Non actionable Complaint incomplete Outside the scope of Depository Pertains to non-responding company. II Resolved III Under Process IV Referred to Arbitration V Forwarded to Company/RTA for appropriate action.

IV e Pledge Related
IV f SMS Related
IV g Non-updation of changes in account (address/ signatories/bank details/ PAN/ Nomination etc.) Type V Charges Related V a Wrong/ Excess Charges V b Charges paid but not credited V c Charges for Opening/closure of Account Type VI Delivery Instruction Related(DIS ) VI a Non acceptance of DIS for transfer VI b Delay in/ non Execution of DIS VI c Delay in Issuance / Reissuance of DIS Booklet Type VII Closure VII a Non closure/ delay in closure of account VII b Closure of a/c without intimation by DP Type VIII Manipulation/ Unauthorised Action VIII a Unauthorised Transaction in account VIII b Manipulation VIII c Unauthorised changes in account (address/ signatories/bank details/PAN etc.) Type IX Company/ RTA related IX a Action – Cash

IX b Action – Non–Cash
IX c Initial Public Offer/ Follow-on Public Offer Related Type X Others

Report 1B: Redressal of Complaints received against Depository Participants (DPs) during previous year: Updated on mmm dd yyyy (to be updated every quarter) (In excel sheet) Sl. No . Nam e of the DP Status of DP (active/inacti ve/ in process of termination /withdrawal) No. of BOs account s at the beginni ng of the year No. of Compl aints receive d against the DP * Of the Complaints received during previous year No. of Complaints Resolved through the Depository Non actiona ble Arbitr ation Advise d Pendin g for redress al with Deposi tory No. of Arbitrat ion filed by BOs Decide d by the Arbitr ators Decided by Arbitrat ors in favour of the BOs Pending for Redressal with Arbitrator s N Total *including against its authorized persons, employees, etc. Non actionable means the complaint that are incomplete / outside the scope of Depository (Arrange the DPs in descending number of complaints filed against them during the period)

Report 1C: Redressal of Complaints received against Depository Participants (DPs) during current year: Updated on mmm dd yyyy (to be updated every quarter) (In excel sheet) Sl. No . Nam e of the DP Status of DP (active/ina ctive/ in process of termination /withdraw al) No. of BOs account s at the beginni ng of the year No. of Compla ints receive d against the DP * Of the Complaints received during previous year No. of Complaints Resolved through the Depositor y Non action able Arbitr ation Advis ed Pending for redressal with Depositor y No. of Arbitrat ion filed by BOs Decide d by the Arbitr ators Decided by Arbitrat ors in favour of the BOs Pending for Redressal with Arbitrator s N *including against authorized persons, employees, etc. Non actionable means the complaint that are incomplete / outside the scope of Depository (Arrange the DPs in descending number of complaints filed against them during the period)

Report 2A: Details of Arbitration Proceedings (where BO is a party) during previous year - Repealed by https://www.sebi.gov.in/legal/master-circulars/dec-2023/master-circular-for-online-resolution-of-disputes-in-the-indian￾securities-market_80236.html dated December 28, 2023 in respect of Master circular for Online Resolution of Disputes in the Indian Securities Market. Report 2B: Details of Arbitration Proceedings (where BO is a party) during current year - https://www.sebi.gov.in/legal/master￾circulars/dec-2023/master-circular-for-online-resolution-of-disputes-in-the-indian-securities-market_80236.html dated December 28, 2023 in respect of Master circular for Online Resolution of Disputes in the Indian Securities Market.

Report 3A: Penal Actions against Depository Participants (DPs) during previous year: Updated on mmm dd yyyy (to be updated every quarter) (in excel sheet) Sl. No. Name of DP Registration No. No. of Complaints received Action against DP, its authorized person and employees together No. of Penal Orders issued Monetary Penalties levied (Rs. lakh) No. of Arbitration Awards issued For complaints For others For against DP complaints For others N

Report 3B: Penal Actions against Depository Participants (DPs) during current year: Updated on mmm dd yyyy (to be updated every quarter) (in excel sheet) Sl. No. Name of DP Registration No. No. of Complaints received Action against DP, its authorized person and employees together No. of Penal Orders issued Monetary Penalties levied (Rs. lakh) No. of Arbitration Awards issued For complaints For others For against DP complaints For others N

Report 4A: Redressal of Complaints lodged by investors against Listed Companies during previous year: Updated on mmm dd yyyy (to be updated every quarter) (In excel format) Sl. No. Name of the Company No. of Complaints Received Redressed through Depository Non-Actionable* Pending for Redressal with Depository N Total *Non actionable means the complaint that are incomplete / outside the scope of Depository (Arrange the companies in descending number of complaints filed against them during the period)

Report 4B:Redressal of Complaints lodged by investors against Listed Companies during current year: Updated on mmm dd yyyy (to be updated every quarter) (In excel format) Sl. No. Name of the Company No. of Complaints Received Redressed through Depository Non-Actionable* Pending for Redressal with Depository N Total *Non actionable means the complaints that are incomplete / outside the scope of Depository (Arrange the companies in descending number of complaints filed against them during the period)

4.21 Disclosure of Complaints against the Depositories 154
4.21.1 In order to bring about transparency in the Investor Grievance Redressal
Mechanism, it has been decided that all the Depositories shall disclose on their websites, the data on complaints received against them and redressal thereof, latest by 7th of succeeding month, as per the format enclosed at Annexure 20
4.21.2 These disclosure requirements are in addition to those already mandated by SEBI
4.22 Disclosure of regulatory orders and arbitration awards on Depository website 155
The provisions dealing with mediation, conciliation and arbitration have been superseded with the introduction of Online Dispute Resolution (ODR) Mechanism. Kindly refer https://www.sebi.gov.in/legal/master-circulars/dec-2023/master￾circular-for-online-resolution-of-disputes-in-the-indian-securities￾market_80236.html dated December 28, 2023 (Master circular for Online Resolution of Disputes in the Indian Securities Market)
4.23 Disclosure of Investor Charter for Depositories and Depositor Participants 156&157
4.23.1 In order to facilitate investor awareness about various activities such as
dematerialization/rematerialization of securities, transmission of securities, settlement instruction, consolidated account statement, grievance redressal mechanism etc., SEBI in November 2021 has formulated the Investor Charter for Depositories and Depository Participants (DPs) containing the information for investors on aforesaid issues and advised Depositories to disclose the same on their respective websites.
4.23.2 In view of the recent developments in the securities market including
introduction of Online Dispute Resolution (ODR) platform and SCORES 2.0, it is felt necessary to modify the Investor Charter for Depositories and DPs, inter￾alia, detailing the services provided to Investors, Rights of Investors, various activities of Depository through DPs with timelines, Dos and DON’T’s for Investors, Responsibilities of Investors, Code of Conduct for Depositories and DPs and Grievance Redressal Mechanism which is placed at Annexure 21.
4.23.3 In this regard, Depositories are advised to publish Investor Charter on their
websites. Further, Depositories should ask DPs to bring to the notice of their clients (existing as well as new clients) through disclosing the Investor Charter

154 Reference: SEBI Circular SEBI/HO/MRD1/MRD1_ICC1/P/CIR/2021/664 dated November 23, 155 Reference: SEBI Circular SEBI/MRD/ DP/ 19/2010 dated June 10, 2010 156 Reference: SEBI Letter SEBl/HO/MlRSD/DOP/OW/P/2021/37347/1 dated December 15, 2021 157 Reference: SEBI Circular SEBI/HO/MRD/MRD-PoD-1/P/CIR/2024/66 dated May 29, 2024

on their respective websites, provide a copy of Investor Charter as a part of account opening kit to the clients, through emails/letters etc.
4.23.4 Additionally, in order to bring about transparency in the Investor Grievance
Redressal Mechanism, it has been decided that all the DPs shall disclose on their respective websites, the data on complaints received against them or against issues dealt by them and redressal thereof, latest by 7th of succeeding month, as per the format enclosed at Annexure 22 to this letter.
4.23.5 These disclosure requirements are in addition to those already mandated by
SEBI.
4.24 Guideline for websites of depositories 158
4.24.1 This is with reference to the policy of website management of depositories.
4.24.2 As a good practice, the guidelines issued by National Informatics Centre for
Indian Government website, which is available at https://guidelines.india.gov.in/ may be adopted by depositories.
4.24.3 Depositories are advised to comply with the aforesaid guidelines for their
website and mobile app.
4.25 Arbitration / Appellate Arbitration fees on the remanded back matter for fresh
arbitration proceedings 159
The provisions dealing with mediation, conciliation and arbitration have been superseded with the introduction of Online Dispute Resolution (ODR) Mechanism. Kindly refer https://www.sebi.gov.in/legal/master-circulars/dec-2023/master￾circular-for-online-resolution-of-disputes-in-the-indian-securities￾market_80236.html dated December 28, 2023 (Master circular for Online Resolution of Disputes in the Indian Securities Market)
4.26 Establishment of connectivity by Clearing House / Clearing Corporation (CH/CC)
with the Depository – Clarification 160
4.26.1 On examination of the provisions of Regulations 35(a) and 45 of the Securities
and Exchange Board of India (Depositories and Participants) Regulations, it is advised that registration of a CC/CH of a stock exchange as a DP with SEBI is not mandatory and a pre-requisite for it to obtain connectivity with the depositories. However, if the CC/CH of a stock exchange desires to function as any other "Depository Participant", i.e. to open BO accounts for investors or clearing member account, registration as DP with SEBI is mandatory.

158 Reference: SEBI Letter MRD/DSA/OW/11447/2/2019 dated May 8, 2019 159 Reference: SEBI Letter SEBI/MRD/ICC/OW/P/2018/27066/1 dated September 25, 2018 160 Reference: SEBI Letter MRD/DoP/ Dep/82334 /2006 dated December 14, 2006

4.26.2 In view of the above, Depositories are advised to provide continuous
electronic means of communication / connectivity to the CH/CC of the Exchanges without insisting for a mandatory registration as DP with SEBI with a condition that such entities would not be permitted to open BO accounts for investors or clearing member account.
4.27 Issue of Master Circular by Stock Exchanges, Clearing Corporations and
Depositories 161
4.27.1 Stock Exchanges, Clearing Corporations and Depositories (hereinafter collectively
referred to as ‘Market Infrastructure Institutions (MIIs)’) communicate with market participants including investors on a regular basis by way of circulars, directions, operating instructions, communiques or any other mode of communication (hereinafter collectively referred to as ‘guidelines’) for necessary compliance. This has led to a plethora of guidelines by the MIIs on various subjects.
4.27.2 Due to the issuance of such guidelines of varied nature and based on the feedback
received from the market participants, to ensure that all market participants, including investors, find all applicable provisions on a specific subject at a place, the MIIs shall ensure the following:
4.27.2.1 Issue the respective Master Circulars consolidating all guidelines issued and
applicable as on March 31 of every year, segregated subject-wise.
4.27.2.2 Take due care to include only the relevant guidelines into the respective
Master Circular while reviewing all the existing guidelines on a particular subject.
4.27.2.3 Such Master Circular shall not include the following:
4.27.2.3.1 Bye-laws, Rules and Regulations issued by MIIs.
4.27.2.3.2 Status of any compliance by the market participant
4.27.2.3.3 Actions taken against any entity.
4.27.2.4 Each Master Circular shall contain a list of all guidelines incorporated
therein as well as a provision rescinding all such guidelines with effect from the date of implementation of the Master Circular. All such rescinded guidelines shall be archived on the respective websites of the MIIs.
4.27.2.5 The Master Circulars shall contain a savings clause as under:
“Notwithstanding such rescission,

161 Reference: SEBI Circular SEBI/HO/MRD/POD 3/CIR/P/2023/58 dated April 20, 2023

a. Anything done or any action taken or purported to have been done or contemplated under the rescinded guidelines before the commencement of this Master Circular shall be deemed to have been done or taken or commenced or contemplated under the corresponding provisions of the Master Circular or rescinded guidelines whichever is applicable. b. The previous operation of the rescinded guidelines or anything duly done or suffered thereunder, any right, privilege, obligation or liability acquired, accrued or incurred under the rescinded guidelines, any penalty, incurred in respect of any violation committed against the rescinded guidelines, or any investigation, legal proceeding or remedy in respect of any such right, privilege, obligation, liability, penalty as aforesaid, shall remain unaffected as if the rescinded guidelines have never been rescinded.”
4.27.3 MIIs shall update the Master Circular incorporating all guidelines issued during
the financial year, and issue the same on or before April 30 of each year.
4.28 Principles of Financial Market Infrastructures (PFMIs) 162
4.28.1 To promote and sustain an efficient and robust global financial infrastructure, the
Committee on Payments and Settlement Systems (CPSS) and the International Organization of Securities Commissions (IOSCO) published the Principles for financial market infrastructures 1 (PFMIs) on April 2012. They replace the three existing sets of international standards set out in the Core Principles for Systemically Important Payment Systems (CPSIPS); the Recommendations for Securities Settlement Systems (RSSS); and the Recommendations for Central Counterparties (RCCP). CPSS and IOSCO have strengthened and harmonised these three sets of standards by raising minimum requirements, providing more detailed guidance and broadening the scope of the standards to cover new risk￾management areas and new types of FMIs.
4.28.2 The PFMIs comprise 24 principles (Annexure 23) for Financial Market
Infrastructure to provide for effective regulation, supervision and oversight of FMIs. They are designed to ensure that the infrastructure supporting global financial markets is robust and well placed to withstand financial shocks.
4.28.3 Full, timely and consistent implementation of the PFMIs is fundamental to
ensuring the safety, soundness and efficiency of key FMIs and for supporting the resilience of the global financial system. In addition, the PFMIs play an important

162 Reference: SEBI Circular SEBI/MRD/DRMNP/26/2013 dated September 04, 2013

part in the G20's mandate that all standardized over-the-counter (OTC)
derivatives should be centrally cleared. Global central clearing requirements reinforce the importance of strong safeguards and consistent oversight of derivatives CCPs in particular. Financial Market Infrastructure (FMI) 163
4.28.4 The Principles apply to systematically important FMI entities such as Central
Counterparty (CCP), Central Securities Depository (CSD)/ Securities Settlement System (SSS), Payment and Settlement Systems (PSS) and Trade Repository (TR) which are responsible for providing clearing, settlement and recording of monetary and other financial transactions. The principles are international standards set forth to –
4.28.4.1 Enhance safety and efficiency in payment, clearing, settlement, and
recording arrangements,
4.28.4.2 Reduce systemic risk.
4.28.4.3 Foster transparency and financial stability and
4.28.4.4 Promote protection of participants and investors.
4.28.5 The different categories of FMIs, as identified under PFMIs, are listed below -
4.28.5.1 Central Counterparties (CCP)
A central counterparty interposes itself between counterparties to contracts traded in one or more financial markets, becoming the buyer to every seller and the seller to every buyer and thereby ensuring the performance of open contracts. A CCP becomes counterparty to trades with market participants through novation, an open-offer system, or through an analogous legally binding arrangement. CCPs have the potential to significantly reduce risks to participants through the multilateral netting of trades and by imposing more effective risk controls on all participants. For example, CCPs typically require participants to provide collateral (in the form of initial margin and other financial resources) to cover current and potential future exposures. CCPs may also mutualise certain risks through devices such as default funds. As a result of their potential to reduce risks to participants, CCPs also can reduce systemic risk in the markets they serve.
4.28.5.2 Central Securities Depositories (CSD)
Central securities depository provides securities accounts, central safekeeping services, and asset services, which may include the administration of corporate actions and redemptions, and plays an important role in helping to ensure the

163 Reference: SEBI Circular SEBI/HO/MRD-PoD-3/P/CIR/2023/190 dated December 19, 2023

integrity of securities issues (that is, ensure that securities are not accidentally or fraudulently created or destroyed or their details changed). A CSD can hold securities either in physical form (but immobilised) or in dematerialised form (that is, they exist only as electronic records). A CSD may maintain the definitive record of legal ownership for a security; in some cases, however, a separate securities registrar will serve this notary function.
4.28.5.3 Securities Settlement Systems (SSS)
A securities settlement system enables securities to be transferred and settled by book entry according to a set of predetermined multilateral rules. Such systems allow transfers of securities either free of payment or against payment. When transfer is against payment, many systems provide delivery versus payment (DvP), where delivery of the security occurs if and only if payment occurs. An SSS may be organised to provide additional securities clearing and settlement functions, such as the confirmation of trade and settlement instructions.
4.28.5.4 Payment Systems (PSS)
A payment system is a set of instruments, procedures, and rules for the transfer of funds between or among participants. The system includes the participants and the entity operating the arrangement. Payment systems are typically based on an agreement between or among participants and the operator of the arrangement, and the transfer of funds is effected using an agreed-upon operational infrastructure.
4.28.5.5 Trade Repositories (TR)
A trade repository is an entity that maintains a centralised electronic record (database) of transaction data. TRs have emerged as a new type of FMI and have recently grown in importance, particularly in the OTC derivatives market. By centralising the collection, storage, and dissemination of data, a well￾designed TR that operates with effective risk controls can serve an important role in enhancing the transparency of transaction information to relevant authorities and the public, promoting financial stability, and supporting the detection and prevention of market abuse. An important function of a TR is to provide information that supports risk reduction, operational efficiency and effectiveness, and cost savings for both individual entities and the market as a whole. Such entities may include the principals to a trade, their agents, CCPs, and other service providers offering complementary services, including central

settlement of payment obligations, electronic novation and affirmation, portfolio compression and reconciliation, and collateral. FMIs Regulated by SEBI
4.28.6 SEBI regulated Depositories and Clearing Corporations are FMIs. These
systemically important FMIs provide essential facilities and perform systemically critical functions in the market and shall be required to comply with the PFMIs specified by CPSS-IOSCO as applicable to them.
4.28.7 The issue of assessment of PFMI by SEBI regulated FMIs was deliberated in
Secondary Market Advisory Committee of SEBI (SMAC). Based on the recommendations of SMAC, it has been decided that FMIs shall carry out self￾assessment on a periodic basis against the PFMIs and disclose the same on their websites. For this purpose, the 24 principles for FMIs have been classified as “quantitative” and “qualitative” and their applicability for respective FMIs is as follows:
Principle
No.
Principle Classification Applicability on
FMIs i.e. CCs or
Depositories
1 Legal basis Qualitative
CCs and
Depositories
2 Governance Qualitative
CCs and
Depositories
Framework for the comprehensive management of risks Qualitative CCs and Depositories 4 Credit risk Quantitative CCs 5 Collateral Quantitative CCs 6 Margin Quantitative CCs 7 Liquidity Risk Quantitative CCs 8 Settlement finality Qualitative CCs

Principle
No.
Principle Classification Applicability on
FMIs i.e. CCs or
Depositories
9 Money settlements Qualitative CCs
10 Physical deliveries Qualitative CCs
Central securities depositories Qualitative Depositories Exchange-of-value settlement systems Quantitative and Qualitative CCs Participant-default rules and procedures Qualitative CCs and Depositories 14 Segregation and portability Quantitative and Qualitative CCs 15 General business risk Quantitative and Qualitative CCs and Depositories 16* Custody and investment risks Quantitative and Qualitative CCs and Depositories 17* Operational risk Quantitative and Qualitative CCs and Depositories Access and Participation Requirements Qualitative CCs and Depositories Tiered participation arrangements Quantitative and Qualitative CCs and Depositories 20 FMI links Qualitative CCs and Depositories 21 Efficiency and effectiveness Qualitative CCs and Depositories Communication procedures and standards Qualitative CCs and Depositories Disclosure of rules, key procedures, and market data Qualitative CCs and Depositories Disclosure of market data by trade repositories Not Applicable

• For these PFMI principles, Depositories have to make Qualitative Disclosures only.

5. The periodicity of self-assessment and disclosure by the FMIs shall be as follows:
   Self-assessment and Disclosures Periodicity Quantitative Quarterly (within 45 days from the end of the quarter – June, September, December and within 60 days from the end of March quarter) Qualitative Annually (within 60 days from the end of the financial year)
6. FMIs shall be monitored and assessed against the PFMIs on annual basis by the Regulatory Oversight
   Committee (ROC) of the FMI and the ROC shall submit a report to the governing board of the FMI and SEBI within 60 days from the end of the financial year.
   4.29 System and Network Audit of Market Infrastructure Institutions (MIIs) 164
   4.29.1 Based on discussions with Stock Exchanges, Clearing Corporations, Depositories
   (hereinafter referred as ‘Market Infrastructure Institutions – MIIs), and recommendations of the Technical Advisory Committee (TAC) of SEBI, the existing System Audit Framework has been reviewed.
   4.29.2 MIIs are required to conduct System and Network Audit as per the framework
   and Terms of Reference (TOR) laid under Para 4.29.6 & 4.29.7 respectively. MIIs are also required to maintain a list of all the relevant SEBI circulars/ directions/ advices, etc. pertaining to technology and compliance thereof, as per format enclosed as Annexure 24 and the same shall be included under the scope of System and Network Audit.
   4.29.3 MIIs are also required to submit information with regard to exceptional major
   Non-Compliances (NCs)/ minor NCs observed in the System and Network audit as per format enclosed as Annexure 25 and are required to categorically highlight those observations/NCs/suggestions pointed out in the System and Network audit (current and previous) which remain open.
   4.29.4 The Systems and Network audit Report including compliance with SEBI
   circulars/ guidelines and exceptional observation format along with compliance status of previous year observations shall be placed before the Governing Board of the MII and then the report along with the comments of the Management of the MII shall be communicated to SEBI within a month of completion of audit.

164 Reference: SEBI Circular SEBI/HO/MRD1/MRD1_DTCS/P/CIR/2022/58 dated May 02, 2022

4.29.5 Further, along with the audit report, MIIs are required to submit a Joint
declaration from the Managing Director(MD)/Chief Executive Officer(CEO) and Chief Technology Officer (CTO) certifying:
4.29.5.1 the security and integrity of their IT Systems.
4.29.5.2 correctness and completeness of data provided to the Auditor
4.29.5.3 entire network architecture, connectivity (including co-lo facility) and its
linkage to the trading infrastructure are in conformity with SEBI’s regulatory framework to provide fair equitable, transparent and non￾discriminatory treatment to all the market participants
4.29.5.4 internal review of Critical Systems as defined under Para 4.31 was carried
out during the Audit period, including the Failure Modes and Effects Analysis (FMEA).
4.29.6 Framework for System and Network Audit
Audit Process
4.29.6.1 For the System and Network Audit, the following broad areas shall be
considered in order to ensure that the audit is comprehensive and effective:
4.29.6.1.1 The Audit shall be conducted according to the Norms, Terms of
Reference (TOR) and Guidelines issued by SEBI.
4.29.6.1.2 The Governing Board of the Market Infrastructure Institution (MII)
shall appoint the Auditors based on the prescribed Auditor Selection Norms and TOR.
4.29.6.1.3 An Auditor can perform a maximum of 3 successive audits. However,
such auditor shall be eligible for re-appointment after a cooling-off period of two years.
4.29.6.1.4 Further, during the cooling-off period, the incoming auditor may not
include:
(i) Any firm that has common partner(s) with the outgoing audit firm; and (ii) Any associate / affiliate firm(s) of the outgoing audit firm which are under the same network of audit firms wherein the term "same network" includes the firms operating or functioning, hitherto or in future, under the same brand name, trade name or common control.
4.29.6.1.5 The number of years an auditor has performed an audit prior to this
circular shall also be considered in order to determine its eligibility in terms of Para 4.29.6.1.3 above.

4.29.6.1.6 The scope of the Audit may be broadened by the Auditor to inter-alia
incorporate any new developments that may arise due to issuance of circulars/ directions/ advice by SEBI from time to time.
4.29.6.1.7 The audit shall be conducted once in a financial year and period of
audit shall be 12 months. However, for the MIIs, whose systems have been identified as “protected system” by National Critical Information Infrastructure Protection Centre (NCIIPC), the audit shall be conducted on a half yearly basis and audit period shall be of 6 months. Further, the audit shall be completed within 2 months from the end of the audit period.
4.29.6.1.8 In the Audit report, the Auditor shall include its comments on whether
the areas covered in the Audit are in compliance with the norms/directions/ advices issued by SEBI, internal policy of the MII, etc. Further, the audit report shall also include specific non￾compliances (NCs), observations for minor deviations and suggestions for improvement. The audit report shall take previous audit reports into consideration and cover any open items therein. The auditor should indicate if a follow-on audit is required to review the status of NCs.
4.29.6.1.9 For each of the NCs/ observations and suggestions made by the
Auditor, specific corrective action as deemed fit may be taken by the MII. The management of the MII shall provide its comments on the NCs, observations and suggestions made by the Auditor, corrective actions taken or proposed to be taken along with time-line for such corrective actions.
4.29.6.1.10 The Audit report along with the comments of management shall be
placed before the Governing Board of the MII. The Audit report along with comments of the Governing Board shall be submitted to SEBI, within 1 month of completion of audit.
4.29.6.1.11 The follow-on audit should be completed within one month of the
corrective actions taken by the MII. After the follow-on audit, the MII shall submit a report to SEBI within 1 month from the date of completion of the follow-on audit. The report shall include updated Issue-Log to indicate the corrective actions taken and specific comments of the Auditor on the NCs and the corrective actions.
4.29.6.1.12 In cases wherein follow-on audit is not required, the MII shall submit
an Action Taken Report (ATR) to the Auditor. After verification of the

ATR by the Auditor, the MII shall submit a report to SEBI within 1 month from the date of completion of verification by the Auditor. The report shall include updated Issue-Log to indicate the corrective actions taken and specific comments of the auditor on the ATR.
4.29.6.1.13 The overall timeline from the last date of the audit period till
completion of final compliance by MII, including follow-on audit, if any, should not exceed one year/6 months(as applicable).In exceptional cases, if MII is of the view that compliance with certain observations may extend beyond said period, then the concerned MII shall seek specific approval from the Governing Board. Auditor Selection Norms
4.29.6.2 MII shall ensure compliance with the following norms while appointing
Auditor:
4.29.6.2.1 The Auditor must have minimum 3 years of demonstrable experience
in IT audit of securities market participants e.g. stock exchanges, clearing corporations, depositories, intermediaries, etc. and/ or financial services sector i.e. banking, insurance, Fin-tech etc.
4.29.6.2.2 The team performing system and network audit must have experience
in / direct access to experienced resources in the areas covered under TOR. It is recommended that resources deployed by the Auditor for the purpose of system and network audit shall have relevant industry recognized certifications e.g. CISA (Certified Information Systems Auditor) from ISACA, CISM (Certified Information Securities Manager) from ISACA, GSNA (GIAC Systems and Network Auditor), CISSP (Certified Information Systems Security Professional) from International Information Systems Security Certification Consortium, commonly known as (ISC).
4.29.6.2.3 The Auditor shall have experience in working on Network audit/IT
audit/governance/IT service management frameworks and processes conforming to industry leading practices like CobiT/ ISO 27001 and beyond.
4.29.6.2.4 The Auditor should have the capability to undertake forensic audit and
undertake such audit as part of system and network audit, if required.
4.29.6.2.5 The Auditor must not have any conflict of interest in conducting fair,
objective and independent audit of the exchange / depository/ clearing corporation. It should not have been engaged over the last

three years in any consulting engagement with any departments / units of the entity being audited.
4.29.6.2.6 The Auditor should not have any cases pending against it, which point
to its incompetence and/or unsuitability to perform the audit task.
4.29.6.2.7 The proposed audit agency must be empanelled with CERT-In.
4.29.6.2.8 Any criteria, in addition to the aforesaid criteria, that the MII may deem
fit for the purpose of selection of Auditor.
Audit Report Guidelines
4.29.6.3 The Audit report should cover each of the major areas mentioned in the
TOR and compliance with SEBI circulars/directions/advices, etc. related to technology. The Auditor in the Audit Report shall give its views indicating the NCs to the standards or observations or suggestions. For each section, auditors should also provide qualitative inputs/suggestions about ways to improve the processes, based upon the best industry practices.
4.29.6.4 The auditor shall certify that entire network architecture, connectivity
(including co-lo facility) and its linkage to the trading infrastructure are in conformity with SEBI’s regulatory framework to provide fair equitable, transparent and non-discriminatory treatment to all the market participants.
4.29.6.5 The report should also include tabulated data to show NCs / observations
for each of the major areas in the TOR.
4.29.6.6 The audit report to include point-wise compliance of areas prescribed in
Terms of Reference (TOR) and areas emanating from relevant SEBI circulars/directions/advices along with any accompanying evidence.
4.29.6.7 Evidences should be specified in the audit report while reporting/ closing
an issue.
4.29.6.8 A detailed report with regard to the system and network audit shall be
submitted to SEBI. The report shall include an Executive Summary as per the following format:
Issue Log Column
Heading
Description Responsibility
Major Area
Comprehensive identification of major areas in compliance with various SEBI circulars / norms and internal policies of MII Auditor/Auditee

Point wise
Compliance
Point-wise list of areas/relevant clauses in TOR against which compliance is being audited (in tabular format). Auditor Description of Finding/ Observation Describe the findings in sufficient detail, referencing any accompanying evidence (e.g. procedure manual, interview notes, reports etc.) Auditor Reference Reference to the section in detailed report – where full background information about the findings are available Auditor Process/ Unit Process or unit where the audit is conducted and the finding pertains to Auditor Category of Findings Major/Minor Non-compliance, Observation, Suggestion etc. Auditor Audited By Which Auditor covered the findings Auditor Root Cause Analysis A detailed analysis on the cause of the Non￾compliance Auditee Remediation The action (to be) taken to correct the Non￾compliance Auditee Target Completion Date for Remedial Action The date by which remedial action must be/will be completed Auditor/Auditee Status Status of finding on reporting date (open/close) Auditor/Auditee Verified By Auditing personnel (upon verification that finding can be closed) Auditor Closing Date Date when finding is verified and can be closed Auditor
4.29.7 Terms of Reference (TOR) for System and Network audit Program
4.29.7.1 The scope of audit shall encompass all the IT resources including
hardware, software, network, policies, procedures etc. of MIIs (Primary Data Centre (PDC), Disaster Recovery Site (DRS) and Near Site (NS))

4.29.7.2 IT environment
4.29.7.2.1 Organization details
a. Name b. Address
c. IT team size (in house- employees)
d. IT team size (vendors)
4.29.7.2.2 IT and network set up and usage
a. PDC, DRS, NS and Regional/ Branch offices (location, owned/ outsourced) b. Connectivity amongst PDC, NS and DRS
c. IT infrastructure / applications pertaining to the activities done as a
MII. d. System Architecture e. Network architecture f. Telecommunication network
4.29.7.3 IT Governance
4.29.7.3.1 Whether IT Governance framework exists to include the following:
a. IT organization structure including roles and responsibilities of key IT personnel; b. IT governance processes including policy making, implementation and monitoring to ensure that the governance principles are followed;
4.29.7.3.2 IT policies and procedures
a. Whether the organization has a defined and documented IT policy? If yes, is it approved by the Governing Board (GB)? b. Is the current System Architecture, including infrastructure, network and application components describing system linkages and dependencies, documented?
c. Whether defined and documented Standard Operating Procedures
(SOPs) for the following processes are in place?
i. IT Assets Acquisition
ii. Access Management
iii. Change Management
iv. Backup and Recovery
v. Incident Management
vi. Problem Management
vii. Patch Management

viii. Data Centre Operations
ix. Operating Systems and Database Management
x. Network Management
xi. DRS Operations
xii. Data Retention and Disposal
xiii. Asset Inventory
xiv. IT asset refresh/replacement policy
xv. Database security
xvi. Interface Security
xvii. Application Security
xviii.Password Security
xix. Archived and backed up data security
4.29.7.3.3 Whether the above mentioned SOPs is reviewed at periodic intervals
or upon the occurrence of any major event? In this regard, whether any organization policy has been formulated by the MII?
4.29.7.4 Business Controls
4.29.7.4.1 General Controls for Data Centre Facilities
a. Application Access – segregation of duties, database and application access etc. (Approved Policy clearly defining roles and responsibilities of the personnel handling business operations) b. Maintenance Access – vendor engineers
c. Physical Access controls – permissions, logging, exception
reporting & alerts d. Environmental Controls – fire protection, AC monitoring, etc. e. Fault Resolution Mechanism f. Folder Sharing and Back Up Controls – safeguard of critical information on local desktops g. Incidences of violations in the previous audit report and corrective action(s), if any, taken h. Any other controls, as deemed fit, by the MII
4.29.7.4.2 Software change control
a. Whether pre-implementation review of application controls (including controls over change management) was undertaken? b. Adherence to secure Software Development Life Cycle (SDLC) / Software Testing Life Cycle (STLC) standards/ methodologies
c. Whether post implementation review of application controls was
undertaken?

d. Is the review of processes to ensure data integrity post implementation of new application or system followed by implementation team? e. User awareness f. Processing of new feature request g. Fault reporting / tracking mechanism & process for resolutions h. Testing of New releases / Bug-fixes – Testing process (automation level)
i. Version Control – History, Change Management process etc.
j. Development / Test/ Production environment – Segregation k. New Release in Production – Promotion, Release note approvals
l. Production Issues / disruptions reported in the previous audit
report, root cause analysis & corrective actions taken, if any m.Software Development Stage n. Software Design to ensure adequate system capacity to enable functioning in a degraded manner in the event of a crash. o. Any other controls, as deemed fit, by the MII
4.29.7.4.3 Data Communication/ Network Controls
a. Network Administration – Redundancy, Monitoring, breakdown resolution etc. b. WAN Management – Connectivity provisions for business continuity.
c. Encryption - Router based as well as during transmission
d. Connection Permissions – Restriction on need to have basis e. Fallback Mechanism – Dial-up connections controls etc. f. Hardware based Signing Process g. Incidences of access violations observed in the previous report & corrective actions taken, if any h. Any other controls, as deemed fit, by the MII
4.29.7.4.4 Security Controls
a. Secured e-mail with other entities such as SEBI, other partners b. Email Archival Implementation
4.29.7.4.5 Access Policy and Controls
a. Defined and documented policies and procedures for managing access to applications and infrastructure –PDC, DRS, NS, branches (including network, operating systems and database) and approved by relevant authority

b. Review of access logs
c. Access rights and roles review procedures for all systems
d. Segregation of Duties (SOD) matrix describing key roles e. Risk acceptance for violation of SOPs and alternate mechanism put in place f. Privileged access to system and record of logs, g. Periodic monitoring of access rights for privileged users h. Authentication mechanisms used for access to systems including use of passwords, One Time Passwords (OTP), Single Sign on, etc.
i. Any other controls, as deemed fit, by the MII
4.29.7.4.6 Electronic Document Controls
4.29.7.4.7 General Access Controls
4.29.7.4.8 Performance Audit
a. Comparison of changes in transaction volumes since previous audit b. Review of systems (hardware, software, network) performance over the period
c. Review of the current volumes against the last performance test and
against the current system utilization
4.29.7.4.9 Business Continuity / Disaster Recovery Facilities
a. Business Continuity Planning (BCP) manual, including Business Impact Analysis (BIA), Risk Assessment and Disaster Recovery (DR) process, Roles and responsibilities of Incent Response Team (IRT) /Crisis Management Team (CMT), employees, support/outsourced staff. b. Implementation of policies
c. Back-up procedures and recovery mechanism using back-ups.
d. Storage of Back-up (Remote site, DRS etc.) e. Redundancy – Equipment, Network, Site etc. f. DRS installation and Drills - Management statement on targeted resumption capability (in terms of time required & extent of loss of data) g. Evidence of achieving the set targets during the DR drills in event of various disaster scenarios. h. Debrief / review of any actual event when the DR/BCP was invoked during the year
i. User awareness and training

j. Is Recovery Time Objective (RTO) /Recovery Process Objective (RPO) during BIA documented? k. Is annual review of BCP-DR or in case of major change in business/ infrastructure undertaken?
l. Is quarterly review regarding implementation of BCP policy done
by Standing Committee of Technology (SCOT) of the MII? m.Testing of BCP-DR plan through appropriate strategies including simulations, DR drills, system recovery, etc. n. Is the recordkeeping of quarterly DR drills, live trading sessions from DRS being maintained? o. Is BCP-DR policy document prepared and implemented in line with SEBI circular on BCP and DR of MII?
4.29.7.4.10 IT/Network Support & IT Asset Management
a. Utilization Monitoring – including report of prior year utilization b. Capacity Planning – including projection of business volumes
c. Capacity and performance management process
for the network/systems d. IT (S/W, H/W & N/W) Assets, Licenses & maintenance contracts e. Comprehensive review of Assets life cycle management (Acquisition, commissioning, deployment, monitoring, maintenance and de commissioning) and relevant records related to it. f. Insurance g. Disposal – Equipment, media, etc.
4.29.7.5 Entity Specific Software used for or in support of trading/clearing
systems / peripheral systems and critical processes
4.29.7.6 Human Resources Management
4.29.7.6.1 Screening of Employee, Third party vendors / contractors
4.29.7.6.2 Onboarding
4.29.7.6.3 Off boarding
4.29.7.6.4 Consequence Management (Incident / Breach of policies)
4.29.7.6.5 Awareness and Trainings
4.29.7.6.6 Non-Disclosure Agreements (NDAs) and confidentiality agreement
4.29.7.7 Network audit
4.29.7.7.1 The audit shall cover entire network infrastructure which shall inter￾alia includes physical verification and tracing of the connectivity

paths, server configuration, physical checking wire to wire connectivity and configurations of computer networking devices etc.
4.29.7.7.2 The audit shall require tracing of the connectivity and network
diagram based on the physical audit.
4.29.7.7.3 The audit shall cover the link, the path, device-level redundancy, no
single-point failures, high availability, and fault tolerance aspects in the network.
4.29.7.7.4 The audit shall cover entire network that is used to connect members
to the MIIs (POP, MPLS, VSAT, COLO, etc.)
4.29.7.7.5 The audit shall cover applications, internal networks, servers, etc. of
the MIIs/offered by the MIIs to its members that are used for trading, risk management, clearing and settlement etc.
4.29.7.7.6 Network performance and design
4.29.7.7.7 Network Security implementation
4.29.7.7.8 Network health monitoring and alert system
4.29.7.7.9 Log management process
4.29.7.7.10 Service level definition for vendors/Service level management
4.29.7.7.11 Governance process for network service delivery by vendors
4.29.7.8 The results of all testing that was conducted before deployment of any IT
system/application in production environment, shall be checked by auditor during system audit.
4.29.7.9 IT Vendor Selection and Management
4.29.7.9.1 Identification of eligible vendors
4.29.7.9.2 Dissemination process of Request for Proposal (RFP)
4.29.7.9.3 Definition of criteria of evaluation
4.29.7.9.4 Process of competitive analysis
4.29.7.9.5 Approach for selection
4.29.7.9.6 Escrow arrangement for keeping source code
4.29.7.10 E-Mail system
4.29.7.10.1 Existence of policy for the acceptable use of electronic mail
4.29.7.10.2 Regulations governing file transfer and exchange of messages with
external parties
4.29.7.10.3 Rules based on which e-mail addresses are assigned
4.29.7.10.4 Storage, backup and retrieval
4.29.7.11 Redressal of Technological Complaints
4.29.7.11.1 Ageing analysis of technology complaints

4.29.7.11.2 Whether all complaints received are brought to their logical
conclusion?
4.29.7.12 Any other Item(s)
4.29.7.12.1 Electronic Waste Disposal
4.29.7.12.2 Observation(s) based on previous Audit Report (s)
4.29.7.12.3 Any other specific area(s) that may be informed by SEBI.
4.29A Advisory on System and Network of MIIs 165 With regard to the system and network audit of the MIIs, the following needs to be ensured by the MIIs:- 4.29A.1 MIIs should update the scope of system and network audit as and when any circular/letter/advisory etc. pertaining to technology is issued by SEBI. 4.29A.2 MIIs should include all IT resources, which shall inter-alia includes applications, underlying hardware, and other IT infrastructure components such as load balancers, network devices, security devices etc. in the system and network audit. 4.29A.3 In the system and network audit report, details such as physical locations/sites covered, engagement period of auditor, period during which audit was carried out and list of IT infrastructure/applications covered shall be specified. 4.29A.4 MIIs shall cover all “Critical Systems” in system and network audit. For non￾critical systems, auditors may adopt sampling methodology. 4.29A.5 Sample size taken by auditor in order to ascertain the various compliances prescribed by SEBI shall be specified in the system and network audit report. 4.29A.6 Technical assessments such as review of network architecture and configuration review shall be included in the system and network audit. 4.29A.7 During system and network audit, evidence should be collected by inspecting physical assets, records/documents, testing of relevant systems, relevant system generated reports etc. in order to ascertain the compliance of various controls defined by SEBI. 4.29A.8 System and network audit report shall include the point-wise compliance of areas emanating from relevant SEBI circulars/directions/advices along with any accompanying evidence.

165 SEBI email dated February 05, 2024

4.29A.9 Auditor shall certify that entire network architecture, connectivity (including co-lo facility) and its linkage to the trading infrastructure are in conformity with SEBI’s regulatory framework to provide fair equitable, transparent and non-discriminatory treatment to all the market participants. 4.29A.10 Evidence verified/checked by auditor to ascertain the compliance of particular control shall be in line with the intent/requirement of the said control mentioned in the SEBI circular pertaining to system and network audit. 4.29A.11 All MIIs are advised to ensure the strict compliance of the said advisory and shall also bring the same to the notice of the concerned system and network auditors. The compliance of the aforesaid advisory shall be provided by MIIs along with their system and network audit report(conducted as per the applicable SEBI circular on system and network audit).
4.30 Testing Framework for the Information Technology (IT) systems of the Market
Infrastructure Institutions (MIIs) 166
4.30.1 MIIs (i.e. Stock Exchanges, Clearing Corporations and Depositories) are
systemically important institutions as they, inter-alia, provide infrastructure necessary for the smooth and uninterrupted functioning of the securities market. Therefore, it is imperative to devise a comprehensive testing framework to manage the IT systems/applications of MIIs throughout their lifecycle, which can assist the MIIs in performing thorough risk assessment before deploying any IT systems in production/ live environment.
4.30.2 Based on the recommendations of the TAC, MIIs are hereby directed to ensure
the following requirements while establishing the testing framework of their IT systems/applications:-
4.30.2.1 All MIIs should do extensive testing, validation and documentation
whenever new systems/ applications or changes to existing systems/applications are introduced before the deployment in production/live environment.
4.30.2.2 A comprehensive methodology for system testing, functional testing,
application security testing should be established and the same shall be approved by Standing Committee on Technology (SCOT) of respective MIIs. The scope of testing shall, inter-alia, cover business logic, system

166 Reference: SEBI Circular SEBI/HO/MRD/TPD/P/CIR/2023/65 dated May 05, 2023

function, security controls and system performance under load and stress conditions. Any dependency on the existing systems shall be properly tested.
4.30.2.3 Testing should be carried out in a separate environment that
replicates/mirrors the production environment in order to minimize any disruption.
4.30.2.4 All MIIs shall have the practice of traceability matrix to ensure that the
test plan covers all intended functionality of the IT system and application.
4.30.2.5 All MIIs shall adopt the practice of using automated testing techniques to
run the test cases automatically, which may increase the depth and scope of tests and ultimately help to improve the software quality.
4.30.2.6 All MIIs shall establish policy/procedures on the use of third party
systems/applications/software codes to ensure these systems are subject to review and testing before they are integrated with the systems of the MIIs.
4.30.2.7 All MIIs shall ensure that core code components operate as intended and
do not produce unintended consequences. Further, any new code shall not have any impact on the existing functionality. All MIIs shall also ensure that Application Programming Interface Testing is done so that the concerned application can interact with other applications without causing disruptions of any kind.
4.30.2.8 All MIIs should perform regression testing for changes (e.g. enhancement,
rectification, etc.) to an existing IT system to validate that it continues to function properly after the changes have been implemented. After fixing the defects found during the testing, all MIIs shall perform regression testing again to ensure that other existing functionalities are not affected during fixing the defects. All MIIs shall explore to capture the automated test cases so that regression testing can be performed multiple times with much wider coverage test cases in a short time.
4.30.2.9 All MIIs may institute tools to measure test/code coverage to assess
comprehensiveness of the test.
4.30.2.10 All Issues identified from testing, including system defects or software
bugs, should be properly tracked and remediated immediately. Major issues that could have an adverse impact on the MII should be reported to their SCOT and addressed prior to deployment to the production environment.

4.30.2.11 All MIIs should ensure that the results of all testing, including results of
User Acceptance Testing (UAT), that was conducted, are documented in the test report. The same shall be checked by the auditor during System and Network Audit.
4.30.2.12 All MIIs shall periodically conduct non-functional testing such as volume
testing, resilience testing, scalability testing, performance testing, stress testing, application security testing, BCP testing, negative/destructive testing etc. for all IT systems/applications throughout their lifecycle (pre￾implementation, post implementation, after changes).
4.30.2.13 All MIIs shall perform white box testing or structural testing, which shall
inter-alia include analyzing data flow, control flow, information flow, coding practices, exception and error handling within the system.
4.31 Guidelines for Business Continuity Plan (BCP) and Disaster Recovery (DR) 167
4.31.1 Upon examination and based on consultation with MIIs and TAC of SEBI, the
modified framework for BCP and DR shall be as under:
4.31.1.1 Stock Exchanges, Clearing Corporations and Depositories (collectively
referred as Market Infrastructure Institutions – MIIs) shall have in place BCP and DRS so as to maintain data and transaction integrity.
4.31.1.2 For Stock Exchanges : Apart from DRS, all Stock Exchanges shall also
have a Near Site (NS) to ensure near zero data loss.
For Clearing Corporations and Depositories: Apart from DRS, all Clearing Corporations and Depositories shall also have a Near Site (NS) to ensure zero data loss.
4.31.1.3 The DRS should preferably be set up in different seismic zones and in case
due to certain reasons such as operational constraints, change of seismic zones, etc., minimum distance of 500 kilometer shall be ensured between PDC and DRS so that both DRS and PDC are not affected by the same disaster.
4.31.1.4 The manpower deployed at DRS shall have the same expertise as
available at PDC in terms of knowledge/ awareness of various technological and procedural systems and processes relating to all operations such that DRS can function at short notice, independently.

167 Reference: SEBI Circular SEBI/HO/MRD1/DTCS/CIR/P/2021/33 dated March 22, 2021 and SEBI Circular SEBI/HO/MRD/TPD-1/P/CIR/2024/119 dated September 12, 2024

MIIs shall have sufficient number of trained staff at their DRS so as to have the capability of running live operations from DRS without involving staff of the PDC.
4.31.1.5 All MIIs shall constitute an Incident and Response team (IRT)/ Crisis
Management Team (CMT), which shall be chaired by the Managing Director (MD) of the MII or by the Chief Technology Officer (CTO), in case of non-availability of MD. IRT/ CMT shall be responsible for the actual declaration of disaster, invoking the BCP and shifting of operations from PDC to DRS whenever required. Details of roles, responsibilities and actions to be performed by employees, IRT/ CMT and support/outsourced staff in the event of any Disaster shall be defined and documented by the MII as part of BCP-DR Policy Document.
4.31.1.6 The Technology Committee of the MIIs shall review the implementation
of BCP-DR policy approved by the Governing board of the MII on a quarterly basis.
4.31.1.7 MIIs shall conduct periodic training programs to enhance the
preparedness and awareness level among its employees and outsourced staff, vendors, etc. to perform as per BCP policy.
4.31.2 Configuration of DRS / NS with PDC
4.31.2.1 Hardware, system software, application environment, network and
security devices and associated application environments of DRS / NS and PDC shall have one to one correspondence between them.
4.31.2.2 MIIs should develop systems that do not require configuration changes
at the end of trading members/ clearing members/ depository participants for switchover from the PDC to DRS. Further, MIIs should test such switchover functionality by conducting unannounced live trading from its DRS for at least 1 day in every six months. Unannounced live trading from DRS of MIIs shall be done at a short notice of 45 minutes after 90 days from the date of this circular.
4.31.2.3 In the event of disruption of any one or more of the ‘Critical Systems’ (as
defined below), the MII shall, within 30 minutes of the incident, declare that incident as ‘Disaster’ and take measures to restore operations including from DRS within 45 minutes of the declaration of ‘Disaster’. Accordingly, the Recovery Time Objective(RTO)- the maximum time taken to restore operations of ‘Critical Systems’ from DRS after declaration of Disaster- shall be 45 minutes, to be implemented within 90 days from the date of the circular. ‘Critical Systems’ for an Exchange/

Clearing Corporation shall include Trading, Risk Management, Collateral Management, Clearing and Settlement and Index computation. ‘Critical Systems’ for a Depository shall include systems supporting settlement process and inter-depository transfer system.
4.31.2.4 MIIs shall ensure that the Recovery Point Objective (RPO) - the maximum
tolerable period for which data might be lost due to a major incident- shall be near zero. Further, MIIs shall have a documented methodology for data reconciliation when resuming operations from DRS or any other site as applicable.
4.31.2.5 For Stock Exchanges: Solution architecture of PDC and DRS / NS shall
ensure high availability, fault tolerance, no single point of failure, near zero data loss, and data and transaction integrity For Clearing Corporations and Depositories: Solution architecture of PDC and DRS / NS shall ensure high availability, fault tolerance, no single point of failure, zero data loss, and data and transaction integrity.
4.31.2.6 Any updates made at the PDC should be reflected at DRS/ NS
immediately (before end of day) with head room flexibility without compromising any of the performance metrics.
4.31.2.7 Replication architecture, bandwidth and load consideration between the
DRS / NS and PDC should be within stipulated RTO and ensure high availability, right sizing, and no single point of failure.
4.31.2.8 For Stock Exchanges: Synchronous replication or appropriate replication
between PDC and NS shall be implemented to ensure near zero data loss. Asynchronous replication may be implemented between PDC and DRS and between NS and DRS. For Clearing Corporations and Depositories: Synchronous replication between PDC and NS shall be implemented to ensure zero data loss. Asynchronous replication may be implemented between PDC and DRS and between NS and DRS.
4.31.2.9 Adequate resources (with appropriate training and experience) should be
available at all times to handle operations at PDC, NS or DRS, as the case may be, on a regular basis as well as during disasters.
4.31.3 DR Drills / Testing
4.31.3.1 DR drills should be conducted on a quarterly basis. In case of Exchanges
and Clearing Corporations, these drills should be closer to real life scenario (trading days) with minimal notice to DRS staff involved.
4.31.3.2 During the drills, the staff based at PDC should not be involved in

supporting operations in any manner.
4.31.3.3 The drill should include running all operations from DRS for at least 1
full trading day.
4.31.3.4 Before DR drills, the timing diagrams clearly identifying resources at both
ends (DRS as well as PDC) should be in place.
4.31.3.5 The results and observations of these drills should be documented and
placed before the Governing Board of Stock Exchanges /Clearing Corporations/ Depositories. Subsequently, the same along with the comments of the Governing Board should be forwarded to SEBI within a month of the DR drill.
4.31.3.6 The System Auditor while covering the BCP – DR as a part of mandated
annual System Audit should check the preparedness of the MII to shift its operations from PDC to DRS unannounced and also comment on documented results and observations of DR drills.
4.31.3.7 ‘Live’ trading sessions from DR site shall be scheduled for at least two
consecutive days in every six months. Such live trading sessions from the DRS shall be organized on normal working days (i.e. not on weekends / trading holidays). The Stock Exchange/ Clearing Corporation/ Depository shall ensure that staff members working at DRS have the abilities and skills to run live trading session independent of the PDC staff.
4.31.3.8 Stock Exchanges, Clearing Corporations and Depositories shall include a
scenario of intraday shifting from PDC to DRS during the mock trading sessions in order to demonstrate its preparedness to meet RTO/RPO as stipulated above.
4.31.3.9 MII should undertake and document Root Cause Analysis (RCA) of their
technical/ system related problems in order to identify the causes and to prevent reoccurrence of similar problems.
4.31.4 BCP - DR Policy Document
4.31.4.1 MIIs shall put in place a comprehensive BCP-DR policy document
outlining the following:
i. Broad scenarios that would be defined as a Disaster for an MII
(in addition to definition provided in Para 4.31.2.3).
ii. Standard Operating Procedure to be followed in the event of
Disaster.
iii. Escalation hierarchy within the MII to handle the Disaster.
iv. Clear and comprehensive Communication Protocols and

procedures for both internal and external communications from the time of incident till resumption of operations of the MII.
v. Documentation policy on record keeping pertaining to DR drills.
vi. Scenarios demonstrating the preparedness of MIIs to handle
issues in Critical Systems that may arise as a result of Disaster.
vii. Preparedness of Depositories to handle any issue which may
arise due to trading halts in Stock Exchanges.
viii. Framework to constantly monitor health and performance of
Critical Systems in normal course of business.
4.31.4.2 The BCP-DR policy document of MII should be approved by
Governing Board of the MIIs after being vetted by Technology Committee and thereafter communicated to SEBI. The BCP-DR policy document should be periodically reviewed at least once in six months and after every occurrence of disaster.
4.31.4.3 In case an MII desires to lease its premise at the DRS to other
entities including to its subsidiaries or entities in which it has stake, the MII should ensure that such arrangements do not compromise confidentiality, integrity, availability, targeted performance and service levels of the MII’s systems at the DRS. The right of first use of all the resources at DRS including network resources should be with the MII. Further, MII should deploy necessary access controls to restrict access (including physical access) of such entities to its critical systems and networks.
4.31.5 Stock Exchanges, Clearing Corporations and Depositories should ensure that
Para 4.31.3.6 and 4.31.4.1(v) mentioned above are also included in the scope of System Audit. MIIs are advised to collaborate in developing a standardized definition of “near zero data loss” and submit the same to SEBI after taking approval from their respective Standing Committee on Technology (SCOT).
4.32 IT (Information Technology) Governance For Depositories 168
4.32.1 SEBI constituted the Depository System Review Committee (DSRC) to
undertake a comprehensive review of the Indian depository system. Based on the recommendations of DSRC, following guidelines are issued to strengthen the information Technology (IT) governance framework of depositories.
4.32.2 The Depositories shall formulate an IT strategy document and an Information

168 Reference: SEBI Circular MRD/DMS/03/2014 dated January 21, 2014

Security policy which should be approved by the Board and reviewed annually.
4.32.3 The Depositories shall create an Office of Information Security and designate a
senior official as Chief Information Security Officer (CISO) whose work would be to assess, identify and reduce information technology (IT) risks, respond to incidents, establish appropriate standards and controls, and direct the establishment and implementation of policies and procedures.
4.32.4 SEBI has laid down Guidelines for Business Continuity Plan (BCP) and Disaster
Recovery (DR) for MIIs under Para 4.31. In addition to the requirements under Para 4.31, depositories shall designate a senior official as the head of BCP function.
4.33 Guidelines for inspection of Depository Participants (DPs) by Depositories 169
4.33.1 Depository System Review Committee (DSRC) was constituted by SEBI to
undertake a comprehensive review of the depository system of Indian Securities market.
4.33.2 As a first measure, DSRC has reviewed framework adopted by the depositories
with regard to the inspection of depository participants (DPs). Considering the recommendations of the committee, it has been decided that depositories shall ensure the following while inspecting their DPs. Inspection Areas and Sample Size
4.33.3 For conducting inspection of DPs, depositories shall inspect the following areas
as mentioned below:
4.33.3.1 Depositories shall inspect the areas mentioned at Para 4.33.3.2 below during
inspection of DPs with regards to any
4.33.3.1.1 Circulars / Guidelines issued by SEBI on the areas mentioned below
4.33.3.1.2 Guidelines / Operating Instructions / Directions from depositories on the
areas mentioned below.
4.33.3.2 In case there are built in system checks at the depository that ensure
compliance of any of the inspection areas/sub –areas with regard to Para
4.33.3.1.1 and Para 4.33.3.1.2 above, the depository may decide on the
including the same during the inspection of DPs Inspection Areas A. Account Opening / KYC Documents A.1. Account Opening forms A.2. KYC Documents A.2.1. PAN Verification

169 Reference: SEBI Circular SEBI/MRD/DMS/05/2014 dated February 07, 2014

A.2.2. In-person verification
A.2.3. Forwarding of Documents to KYC Registration Agency (KRA) A.3. Proof of Identity (POI) A.4. Proof of Address A.5. Correspondence Address A.6. Authorized Signatories A.7. Completeness / Validation of data entered into DPM with data provided in the Account Opening forms A.8. Minor BO / Joint / HUF accounts A.9. Account Activation A.10. PMS Accounts A.11. Nomination A.12. Any other area as may be specified by the depository B. Basic Service Demat Account (BSDA) B.1. Procedures and Checks pertaining to BSDA B.2. Any other area as may be specified by the depository
C. Client Data Modification (CDM)
C.1. Procedure for CDM
C.2. Any other area as may be specified by the depository D. Demat / Remat / Conversion /Reconversion request D.1. Procedure for receiving/processing requests pertaining to Demat / Remat / Conversion /Reconversion request D.2. Procedure for forwarding requests pertaining to Demat / Remat / Conversion /Reconversion request to RTA / issuer D.3. Arrangement for Safekeeping of Security / Share Certificates D.4. Tracking of demat requests D.5. Rejection of above requests attributable to DPs D.6. Checks pertaining to processing of Demat / Remat / Conversion / Reconversion request D.7. Any other area as may be specified by the depository E. Delivery Instruction Slip (DIS) E.1. Issuance of DIS E.2. Inventory Control of DIS E.3. First Instruction Slip Booklet E.4. Requisition Slip

E.5. Procedure for Loose DIS
E.6. Depository specific areas
E.7. Verification of DIS
E.8. Procedure for accepting DIS
E.9. Time Stamping and related Areas
E.10. Accepting DIS by Fax
E.11. Accepting DIS in form of Annexure
E.12. Completeness of DIS
E.13. Accepting DIS in electronic form
E.14. Procedure for Verification of DIS
E.15. Signature Verification
E.16. Corrections / Cancellations to DIS
E.17. Blocking of used / executed / lost / misplaced / Stolen DIS E.18. Procedure for processing of DIS E.19. Any other area as may be specified by the depository F. Transaction F.1. Checks pertaining to setting up / processing of transactions F.2. Future dated transactions F.3. Transfer of all ISINs of BO account having 5 or more ISINs F.4. Any other area as may be specified by the depository G. Transaction Statement (TS) G.1. Validation of TS G.2. Maintenance of records of TS G.3. Issuance of TS to BOs G.4. Any other area as may be specified by the depository H. Compliance under Prevention of Money Laundering Act, 2002 (PMLA) H.1. Compliance with PMLA Act, 2002 and SEBI Guidelines on areas such as Customer due diligence, suspicious transaction monitoring , reporting and record keeping H.2. Appointment of Principal officer as required under PMLA Act,2002 H.3. Mechanism to deal with alerts provided by Depository H.4. Suspicious Transactions reports to FIU H.5. Any other area as may be specified by the depository
I. Maintenance of record and documents
I.1. Information regarding place(s) of record keeping I.2. Outsourcing of record keeping activities

I.3. Any other area as may be specified by the depository J. Service Centre Opening and closing/ modification of service centers J.1. Procedure for Opening /Closureof Service centers J.2. Details of Service centre on Depository website J.3. Qualified persons at service centers J.4. Any other area as may be specified by the depository K. Information Technology areas K.1. Hardware, Software and Network requirements / configurations K.2. Logical and Physical restrictions / safeguards K.3. IT Security K.4. Procedure for alteration of parameters / configurations K.5. Redundancy K.6. Any other area as may be specified by the depository
L. Power of Attorney (POA)
L.1. Documents executed
L.2. Maintenance of POA Register
L.3. Clauses of POA
L.4. Registration of BO for SMS Alert facility for POA L.5. Any other area as may be specified by the depository M. Inter Depository Transfers (IDT) M.1. Processing of IDT M.2. Checks pertaining to IDT M.3. Any other area as may be specified by the depository N. Account Transfer N.1. Procedure followed for account transfer N.2. Checks pertaining to Account transfer N.3. Waiver claimed for inter depository transfer N.4. Any other area as may be specified by the depository O. Transmission O.1. Procedure followed for transmission O.2. Checks pertaining to Transmission O.3. Waiver Claimed for inter depository transfer O.4. Any other area as may be specified by the depository

P. Pledge / Unpledge
P.1. Procedure followed for Pledge / Unpledge P.2. Checks pertaining to Pledge / Unpledge P.3. Any other area as may be specified by the depository Q. Freeze / Unfreeze Q.1. Freeze facility Q.2. Procedure followed for Freeze Q.3. Checks pertaining to freeze Q.4. Any other area as may be specified by the depository R. Miscellaneous areas R.1. Investor Grievance R.2. Forms for various activities R.3. Execution of any supplementary agreement/ Letter of Confirmation R.4. Submission of Internal Audit / Concurrent Audit / Net worth Certificate R.5. Submission of Annual Financial Statement R.6. Outsourcing of Activities R.7. Closure / transfer of Balances R.8. Submission of Information sought by Depositories specifically through Circulars / Letters. R.9. Half Yearly Compliance R.10. Any other area as may be specified by the depository S. Status of compliance for deviations / observations noted in last inspection T. Complaints T.1. Account Opening T.2. Demat / Remat T.3. Transaction Statement T.4. Improper Service T.5. Charges T.6. Delivery Instruction Related( DIS ) T.7. Closure T.8. Manipulation / Unauthorized Action T.9. Monthly report for client complaints During inspection, depositories shall cover implementation of circulars / guidelines issued by SEBI and guidelines / operating instructions / directions by depositories in respect of these areas. In addition, Depositories may

include such other areas as felt appropriate.
4.33.4 For the purpose of determining the size of sample, depositories shall be guided
by 'Adaptive Sample Size determination methodology' as mentioned below:
4.33.4.1 Sample Size for inspection area of 'Account Opening'
 The sample selection for account opening shall cover all categories of clients such as individuals, HUF, Corporate, FPIs etc.  Base sample size: 5% of Account Opening Forms (AOFs) or 150 AOFs whichever is higher, with a maximum cap of 1000 accounts.  Final Sample Size: The final sample size shall also be dependent on past rating / categorization of DP. The following multipliers shall be used to determine the final sample size for the current inspection. In case the total number of instances / cases is less than the final sample size, then 100% of the samples shall be verified. DP Rating / Categorization Multiplier High risk 3 Medium High risk 2 Medium risk 1.5 Low risk 1  The selected sample shall maintain the proportion of new accounts opened in each category, except for Account Opening Forms (AOF) relating to FIPs where it shall be checked on a 100% basis.
4.33.4.2 Sample Size for inspection area relating to DIS
 Base sample size: 10% of total DIS processed or 200 processed DIS whichever is higher, with a maximum cap of 1000 DIS.  Final Sample Size: The sample size shall also be dependent on rating / categorization of DP. The following multipliers shall be used to determine the final sample size for the current inspection. In case the total number of instances / cases is less than the final sample size, then 100% of the samples shall be verified. DP Rating / Categorization Multiplier High risk 3 Medium High risk 2 Medium risk 1.5 Low risk 1

 Out of total intra depository instructions to be verified, the percentage of on and off market instructions would be in the ratio of 1/3 and 2/3.  DIS issuance sample size shall be 5% of the total samples verified for DIS.
4.33.4.3 Sample Sizes for inspection areas of 'Demat / Remat request' and
'Pledge/Unpledge'
 5% of Demat / Remat request processed or 100 requests whichever is higher with a maximum cap of 500 such requests.  5% of Pledge / Unpledge request processed or 100 requests whichever is higher with a maximum cap of 500 such requests.
4.33.4.4 Sample Size for inspection area of 'Client Data Modification',
'Miscellaneous areas' and 'Other depository specific requirements'  Base Sample Size o Address change = 50  Samples from Urban, Semi Urban and Rural Areas shall be equally represented if available. o Nomination Change= 25 o Signature change = 100 o Addition / Deletion / Modification of POA = 100 o Freeze/ Unfreeze= 50 o Bank Details Change= 100 o PAN modification = 100 o Account closure initiated by clients = 25 o Closure initiated by DPs = 25 o Demat rejection = 30 o Transactions = 25 o Change in e-mail Id = 25 o Change in mobile number = 25 o Change in SMS flag = 50 o Change in standing instruction flag = 50 o Transmission = 50% of total transmission cases o Previous compliance = 100% of total samples o Final sample size shall be arrived at after multiplying with the respective multiplier corresponding to the DP Risk rating / categorization as given below. In case the total number of instances / cases is less than the final sample size, then 100% of the samples shall be verified. DP Rating/ Categorisation Multiplier

High risk 3
Medium High risk 2
Medium risk 1.5
Low risk 1
4.33.4.5 Other Aspects
 A uniform Base sample size of 100 shall be adopted in case of all other activities. In case the total number of samples is less than 100, then 100% of the samples shall be verified. Categorization / Risk Rating of DPs
4.33.5 For the purpose of computing total risk score of DPs, depositories shall be
guided by “DP Rating Model / Categorization” as mentioned below:
4.33.5.1 Quantitative Score Calculation: Specific weights shall be assigned to each
area as decided by each depository. The Total Quantitative Score shall be the summation of all individual inspection scores.
Table: Indicative Table for calculation of Quantitative Score
S. No Inspection Areas Weight
(A)
B = No of
Instances divided by
Sample size
Inspection
Score
IS = A*B
A. Inspection Area 1
A.1. Inspection Sub Area A 1
A.2. Inspection Sub Area 2
Total Score for Inspection Area 1
B. Inspection Area 2
B.1. Inspection Sub Area B 1
B.2. Inspection Sub Area B 2
B.3. Inspection Sub Area B 3
Total Score for Inspection Area 2
Depositories shall include all inspection areas and sub areas, as per Para 4.33.3 (List of Inspection Areas), in the above model to arrive at the Quantitative Score for a DP.
Table: Indicative Table for calculation of Quantitative Score for Complaints
Received

S. No. Type and Nature of
Complaint
Weight
(A)
(Number of
Complaints redressed) /
Number of
Complaints received)
Inspection
Score
IS = A*B
T Complaints
T.1 Complaint Sub Area 1
T.2 Complaint Sub Area 2
Total Score for Complaints
Quantitative Score = Σ (Scores of Inspection Areas including Total score for Complaints)
4.33.5.2 Qualitative Score Calculation: Specific weights shall be assigned to each area
as decided by depository. The Total Qualitative Score shall be the summation of all area scores. Sr. No Qualitative Factors Weight (A) Point on the scale of 1 to 10. [10 being the Worst] (B) Area score =(A) * (B) 1 Ownership and Governance 2 IT security and Business Continuity 3 Regulatory / procedural Compliance Automation of systems and processes for critical activities 5 Quality of Management 6 Financial Status / profitability of DPs Pending enquires / Penalties imposed by SEBI / Depositories on DP operations 8 Complaints redressal Adverse findings of other activities (eg. Broking / custodian / banks etc) Total Qualitative Score = Σ (Area Scores) Following indicative factors shall be taken into account for arriving at above mentioned qualitative score:

(a) Ownership and Governance

1. Constitution of Board of DP – Number of promoter directors, Independent
   Directors etc.
2. Role of non-executive directors / Independent directors.
   (b) Quality of Management
3. Experience, Fit and Proper and Qualification of Key Personnel.
4. Existence of Succession planning for top management especially in control
   functions.
5. Chinese walls between the activities in terms of manpower, resources etc.
6. Training and development of employees.
7. Adequacy of staff strength.
8. Compliance level of previous inspection observations/ directions of
   regulatory bodies
   (c) IT security and Business Continuity
9. High Availability.
10. Appropriate Interconnected Architecture.
11. Appropriate Recovery Time Objective (RTO) and Recovery Point Objective
    (RPO) and near “Zero Data Loss”.
12. Periodic drills that simulate the real life disaster scenarios on a regular basis.
13. Technological glitches in the past period and remedies taken.
14. Information security.
15. Upgradation of technology
    (d) Financial Status / profitability of DPs
16. The net-worth of the DPs (whether reducing or increasing from previous
    years)
17. Net Profits of DPs operations.
    (e) Complaints redressal
18. Complaint redressal system
19. Percentage of complaints pending and resolved.
    (f) Other adverse findings
20. Actions taken by Stock exchange and SEBI / RBI with respect to other
    activities
21. Actions taken by other depository.
    4.33.5.3 Total Score = Qualitative Score + Quantitative Score
    4.33.6 Depositories should periodically undertake risk - impact analysis for each of the
    inspection areas, assign appropriate risk weightage, calculate risk scores for each DPs in the lines mentioned below.

a. Risk Weightage: Depositories shall assign risk weights for each of inspection areas after taking into consideration following factors:

1. Operational risks in each of the inspection areas.
2. Category of DPs (such as stock broker DPs, bank DP, etc.)
3. Size of Operation
4. Repetitive violations
5. IT Security and BCP
6. Complaints received and redressed
   b. Quantitative Score Calculation: Depositories shall arrive at a Quantitative Risk Score for each inspection area by multiplying percentage of non-compliance to the sample size with the corresponding assigned risk weight.
   c. Qualitative Score Calculation: Depositories shall arrive at a Qualitative
   Risk Score for each qualitative area by multiplying the score assigned by inspection team to DP with corresponding assigned risk weight. d. Total DP Risk Score shall be the summation of quantitative and qualitative scores assigned to the DP. e. Depositories shall suitably normalize the scales of the qualitative and quantitative scores in arriving at the Total DP risk score.
   4.33.7 Depositories shall categorize their DPs as 'High Risk', 'Medium to High Risk',
   'Medium Risk', and 'Low Risk' DPs based on the percentile of risk score. DP Risk Rating / Categorization Percentile of Risk Score High ≥ 80 Medium-High 46-79 Medium 21-45 Low ≤ 20
   4.33.8 After arriving at the risk rating / categorization as mentioned above, for
   subsequent inspections, depositories shall use the DP risk rating/ categorization to decide on the frequency of inspection of DPs
   4.33.9 Apart from the above, depositories may undertake specific purpose inspections
   for DPs which score high in the specific inspection areas as Para 4.33.3
   4.33.10 Depositories shall jointly inspect DPs which are registered with both
   depositories to have better control over DPs, avoid duplicity of manpower, time and cost and also to reduce the possibility of regulatory arbitrage, if any. Depositories shall share the risk rating / categorization of common DPs with each other. For the purpose of determining sample size and frequency of the joint inspection of such common DPs, the higher risk categorization assigned by

any of the Depository shall prevail.
4.34 Dissemination of information on action taken against Depository Participants on
the website of Depositories 170
4.34.1 The following directions have been approved by SEBI:
4.34.1.1 Wherever powers are conferred upon Depositories to take actions in case
of default/non-compliance by DPs, the data of such actions/non￾compliance should be made available in public domain by the depository
4.34.1.2 A link may be provided in the SEBI website leading to the Depository
website as detailed in Para 4.34.1.1 above.
4.34.2 Depositories are advised to make available on its website, the information
pertaining to action taken against DP pursuant to joint inspection/suo-moto independent inspection carried out. For prospective cases, the same shall be uploaded within 10 days of concluding the matter.
4.35 Activity of Demat of warehouse receipts 171
The aforesaid activity is not in compliance with Regulation 42 of DP Regulations and therefore depositories cannot carry out this activity. Depositories are therefore advised to take suitable steps in this regard, either to hive-off or to discontinue the activity.
4.36 Voting rights in respect of securities held in pool account 172
The corporate benefits availed by the clearing member, clearing corporation and intermediaries shall be held in trust on behalf of beneficiary owners. Therefore, the clearing member, clearing corporation as well as the intermediaries cannot have voting rights in respect of securities held in the pool account.
4.37 e-Voting Facility Provided by Listed Entities 173
Kindly refer para titled ‘e-voting facility provided by listed entities’ of SEBI Circular SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023 (Master circular for compliance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 by listed entities)

170 Reference: SEBI Letter SEBI/HO/MlRSD/DPlEA/OW/2021/10188/3 dated May 11, 2021 171 Reference: SEBI Letter MRD/DP/SG-OW/202/2012 and MRD/DP/SG-OW/203/2012 dated January 4, 2012 172 Reference: SEBI Letter SMDRP/NSDL/26563/2001 dated April 10, 2001 173 Reference: SEBI Circular SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 09, 2020

4.38 Risk Management Policy at the Depositories 174
4.38.1 The depositories are advised to establish a clear, comprehensive and well
documented risk management framework which shall include the following:
4.38.1.1 an integrated and comprehensive view of risks to the depository
including those emanating from participants, participants' clients and third parties to whom activities are outsourced etc.;
4.38.1.2 list out all relevant risks, including technological, legal, operational,
custody and general business risks and the ways and means to address the same;
4.38.1.3 the systems, policies and procedures to identify, assess, monitor and
manage the risks that arise in or are borne by the depository;
4.38.1.4 the depository's risk-tolerance policy;
4.38.1.5 responsibilities and accountability for risk decisions and decision making
process in crises and emergencies.
4.38.2 The Depositories shall put in place mechanism to implement the Risk
Management Framework through a Risk Management Committee which shall be headed by a Public Interest Director 175.The responsibilities of the said Committee shall include the following:
4.38.2.1 It shall meet periodically in order to continuously identify, evaluate and
assess applicable risks in depository system through various sources such as investors complaints, inspections, system audit etc.;
4.38.2.2 It shall suggest measures to mitigate risk wherever applicable;
4.38.2.3 It shall monitor and assess the adequacy and effectiveness of the risk
management framework and the system of internal control;
4.38.2.4 It shall review and update the risk management framework periodically.
4.38.3 The Board of the depository shall approve the Risk Management Framework
and the Chief Risk Officer shall have access to the Board. The CRO shall be responsible, accountable and answerable to the board on overall risk management issues.
4.39 Code of Conduct & Institutional mechanism for prevention of Fraud or Market
Abuse 176
4.39.1 Pursuant to the report of the Committee on Fair Market Conduct
(‘Committee’), set up inter-alia to recommend appropriate Institutional

174 Reference: SEBI Circular CIR/MRD/DP/1/2015 dated January 12, 2015 175 Reference: SEBI Circular SEBI/HO/MRD/DOP2DSA2/CIR/P/2019/13 dated January 10, 2019 176 Reference: SEBI Circular SEBI/HO/MRD/DCAP/CIR/P/2021/23 dated March 03, 2021

Mechanism to ensure accountability of the management/designated persons in case of negligence/failure, necessary changes have been carried out in PIT Regulations.
4.39.2 Based on the above, it has been decided that the Code of Conduct and
Institutional Mechanism for prevention of fraud or market abuse shall be applicable to Stock Exchanges, Clearing Corporations and Depositories (herein after collectively referred as ‘MIIs’) also, on the lines of Regulation 9(1) to 9(4) of PIT Regulations.
4.39.3 Accordingly, depositories shall do the following:
4.39.3.1 Formulate a Code of Conduct to regulate, monitor and report
trading by their designated persons and immediate relative of designated persons towards achieving compliance with the PIT Regulations, by adopting the minimum standards set out in
Schedule C to the PIT Regulations.
4.39.3.2 Managing Director (MD) / Chief Executive Officer (CEO) of the
depository shall be obligated to frame the referred code of conduct. The Board of Directors may ensure the compliance by MD/CEO in this regard. Explanation – For the avoidance of doubt it is clarified that a depository, which is listed, is already required to adopt minimum standards set out in Schedule B of PIT regulations. Further, such depository shall adopt minimum standards as set out in Schedule B of PIT regulations with respect to trading in its own securities and in Schedule C with respect to trading in other securities.
4.39.3.3 Depository shall identify and designate a compliance officer to
administer the aforesaid code of conduct.
4.39.3.4 The Board of Directors of the depository , in consultation with the
aforesaid compliance officer, shall specify the designated persons to be covered by the code of conduct on the basis of their role and function in the organisation and the access that such role and function would provide to unpublished price sensitive information in addition to seniority and professional designation and shall include the position/designation as specified in the Regulation 9(4) of the PIT Regulations.
4.39.4 Depositories shall put in place an Institutional Mechanism for prevention of
fraud or market abuse covering the following:

4.39.4.1 MD / CEO of the depository shall put in place adequate and
effective system of internal controls to ensure compliance with the regulations and circulars issued by the Board from time to time, to prevent fraud or market abuse by depository or its designated persons and immediate relatives of designated persons.
4.39.4.2 The Board of Directors of the depository shall ensure that the
MD/CEO ensures compliance with Para 4.39.3 and Para 4.39.4.1 above. The compliance officer of the depository shall administer the internal controls to prevent fraud or market abuse by designated persons and immediate relatives of designated persons of the depository.
4.39.4.3 The Regulatory Oversight Committee of the depository shall review
compliance with the provisions of this Circular at least once in a financial year and shall also verify that the systems for internal control are adequate and are operating effectively.
4.39.4.4 Depository shall formulate written policies and procedures for
inquiry in case of suspected fraud or market abuse by its designated persons and immediate relatives of designated persons, which shall be approved by its Board of Directors. Any enquiry / investigation against the designated persons and immediate relatives of designated persons of the depository may be undertaken under the supervision of Regulatory Oversight Committee comprising of PIDs and independent external expert with consideration of avoidance of conflict of interest, if any, so as to ensure maximum fairness and transparency.
4.39.4.5 Depository shall initiate appropriate inquiry upon becoming aware
of any illegal or unethical practices or transactions of suspected fraud or market abuse by its designated persons and immediate relatives of designated persons and promptly inform its Board of Directors of such suspected fraud or market abuse and results of the inquiry.
4.39.4.6 Depository shall have an effective whistler-blower policy to enable
stakeholders, including employees to freely communicate their concerns about illegal or unethical practices and report instances of fraud or market abuse or any suspicion of fraud or market abuse.
4.39.4.7 Depository shall ensure that the policy framed under Para 4.39.4.6
provides for suitable protection against any discharge, termination,

demotion, suspension, threats, harassment, directly or indirectly or discrimination against any employee who reports instances of fraud or market abuse or any suspicion of fraud or market abuse.
4.40 Outsourcing by Depositories 177
Based on recommendations by DSRC, the depositories are advised to ensure the following:
4.40.1 Depositories shall formulate and document an outsourcing policy duly
approved by their Board based on the guidelines given below and the principles outlined at Para 2.4.4. Core activities of Depositories
4.40.2 Core and critical activities of depositories shall not be outsourced. The core
activities of the depositories shall include but not limited to the following:
4.40.2.1 Processing of the applications for admission of Depository
Participants (DPs), Issuers and Registrar & Transfer Agents (RTAs).
4.40.2.2 Facilitating Issuers/RTAs to execute Corporate Actions.
4.40.2.3 Allotting ISINs for securities.
4.40.2.4 Maintenance and safekeeping of Beneficial Owner’s data.
4.40.2.5 Execution of settlement and other incidental activities for pay-in/
pay-out of securities.
4.40.2.6 Execution of transfer of securities and other transactions like
pledge, freeze, etc.
4.40.2.7 Provision of internet based facilities for access to demat accounts
and submitting delivery instructions.
4.40.2.8 Ensuring continuous connectivity to DPs, RTAs, Clearing
Corporations and other Depository.
4.40.2.9 Monitoring and redressal of investor grievances.
4.40.2.10 Inspection of DPs and RTAs.
4.40.2.11 Surveillance Functions.
4.40.2.12 Compliance Functions.
4.40.3 Core IT (Information Technology) support infrastructure / activities for
running the core activities of depositories shall not be outsourced to the extent possible. Due Diligence

177 Reference: SEBI Circular CIR/MRD/DP/19/2015 dated December 09, 2015

4.40.4 The depositories shall conduct appropriate due diligence in selecting the third
party to whom activity is proposed to be outsourced and ensure that only reputed entities having proven high delivery standards are selected. Risk Management & Monitoring
4.40.5 Depositories shall ensure that outsourced activities are further outsourced
downstream only with the prior consent of the depository and with appropriate safeguards including proper legal documentation/ agreement.
4.40.6 Depositories shall ensure that risk impact analysis is undertaken before
outsourcing any activity and appropriate risk mitigation measures like back up/ restoration system are in place.
4.40.7 An effective monitoring of the entities selected for outsourcing shall be done
to ensure that there is check on the activities of outsourced entity. Depositories shall strive to automate their processes and workflows to the extent possible which shall enable real time monitoring of outsourced activities. Audit
4.40.8 The outsourcing policy document shall act as a reference for audit of the
outsourced activities. Audit of implementation of risk assessment and mitigation measures listed in the outsourcing policy document and outsourcing agreement/ service level agreements pertaining to IT systems shall be part of System Audit of Depositories.
4.41 Cyber Security and Cyber Resilience framework of Depositories 178
Kindly refer SEBI Circular Number SEBI/HO/ITD￾1/ITD_CSC_EXT/P/CIR/2024/113 dated August 20, 2024 on Cybersecurity and Cyber Resilience Framework (CSCRF) for SEBI Regulated Entities (REs).
4.41.1 Guidelines for MIIs regarding Cyber security and Cyber resilience 179

178 Reference: SEBI Circular CIR/MRD/DP/13/2015 dated July 06, 2015, Circular SEBI/HO/MRD1/MRD1_DTCS/P/CIR/2022/68 dated May 20, 2022 and Circular SEBI/HO/MRD/TPD/P/CIR/2023/147 dated August 24, 2023 179 SEBI Circular SEBI/HO/MRD/ TPD/P/CIR/2023/146 dated August 29, 2023

Kindly refer SEBI Circular Number SEBI/HO/ITD￾1/ITD_CSC_EXT/P/CIR/2024/113 dated August 20, 2024 on Cybersecurity and Cyber Resilience Framework (CSCRF) for SEBI Regulated Entities (REs).
4.41.2 Advisory on Encryption of Data at Rest and Data in Motion 180
As per the SEBI circular on cyber security and cyber resilience framework, MIIs are advised to ensure adoption of encryption of Data-in motion and Data-at￾rest by March 31, 2024.
4.41.3 Advisory on Cyber security and Cyber resilience 181
With regard to the cyber security preparedness of the MIIs, the following needs to be ensured by the MIIs:
4.41.3.1 MIIs shall ensure real-time monitoring of their IT environment with the
capability of generation of real-time alerts. Logs from all servers/networks and other infrastructure shall be aggregated into SOC/SIEM and team at SOC shall proactively monitor/take actions on the alerts generated from the ingested data.
4.41.3.2 MIIs shall proactively monitor both inbound and outbound traffic.
4.41.3.3 MIIs shall build appropriate defense strategies to deal with DDoS, Insider
Threat, Phishing and Ransomware-as-a-Service (“RaaS”) attacks.
4.41.3.4 MIIs should carry out employee awareness campaigns, psychometric tests,
continuous face to face engagement with employees, simulation exercises etc. for employees handing critical activities/tasks to deal with any social engineering/phishing attacks.
4.41.3.5 MIIs shall physically segregate the network implemented for doing various kind
of automation for physical security of building vis-à-vis networks implemented for core activities.
4.41.3.6 MIIs shall identify the vulnerabilities in their IT environment through regular
scans and all critical high-impact vulnerabilities shall be closed on an urgent basis.
4.41.3.7 MIIs shall follow proper change management policy to ensure adequate testing
and closure of vulnerabilities before deploying into production environment. Further, appropriate monitoring shall be done with respect to any change management implemented by MIIs.
4.41.3.8 MIIs shall ensure that they maintain online as well as offline backups of their
data and appropriate testing shall be conducted on these backups to ensure confidentiality, integrity and availability.

180 SEBI email dated September 28, 2023
181 SEBI email dated January 16, 2024

4.41.3.9 MIIs shall ensure continuous security monitoring of third-party involvement,
such as access of systems to vendors, to mitigate any cyber security risks.
4.41.3.10 MIIs shall follow the principle of zero trust architecture while providing access
to IT systems. Further, MIIs shall monitor privilege access to any IT systems proactively.
4.41.3.11 MIIs should also beef up physical security of their premises.
4.41.4 Measures taken to strengthen the cyber resilience of MIIs 182
Kindly refer SEBI Circular Number SEBI/HO/ITD￾1/ITD_CSC_EXT/P/CIR/2024/113 dated August 20, 2024 on Cybersecurity and Cyber Resilience Framework for SEBI Regulated Entities (REs).
4.41.5 Patch Management policy of MIIs 183
Kindly refer SEBI Circular Number SEBI/HO/ITD￾1/ITD_CSC_EXT/P/CIR/2024/113 dated August 20, 2024 on Cybersecurity and Cyber Resilience Framework for SEBI Regulated Entities (REs). 184
4.41.6 Cyber Security Operation Center (C-SOC) 185
4.41.6.1 Recognizing the need for a robust Cyber Security and Cyber Resilience
framework at Market Infrastructure Institutions (MIIs), i.e., Stock Exchanges, Clearing Corporations and Depositories, a detailed regulatory framework on cyber security and cyber resilience has been prescribed.
4.41.6.2 With the view to further strengthening the aforesaid framework,
particularly in respect of monitoring of cyber threats and cyber resiliency, the matter was discussed with SEBI’s TAC, SEBI’s High Powered Committee on Cyber Security (HPSC-CS) and the MIIs.
4.41.6.3 Accordingly, it has been decided that MIIs shall have a Cyber Security
Operation Center (C-SOC) that would be a 24x7x365 set-up manned by

182 SEBI letter dated December 26,2023
183 SEBI letter dated January 12, 2024
184 https://www.sebi.gov.in/legal/circulars/aug-2024/cybersecurity-and-cyber-resilience￾framework-cscrf-for-sebi-regulated-entities-res-_85964.html 185 Reference: SEBI Circular CIR/MRD/CSC/148/2018 dated December 07, 2018

dedicated security analysts to identify, respond, recover and protect from cyber security incidents.
4.41.6.4 The C-SOC shall function in accordance with the framework specified at
Para 4.41 Illustrative list of broad functions and objectives to be carried out by a C-SOC are mentioned below:
4.41.6.4.1 Prevention of cyber security incidents through proactive actions:
a) Continuous threat analysis, b) Network and host scanning for vulnerabilities and breaches, c) Countermeasure deployment coordination, d) Deploy adequate and appropriate technology at the perimeter to prevent attacks originating from external environment and internal controls to manage insider threats. MIIs may implement necessary controls to achieve zero trust security model.
4.41.6.4.2 Monitoring, detection, and analysis of potential intrusions /
security incidents in real time and through historical trending on security-relevant data sources.
4.41.6.4.3 Response to confirmed incidents, by coordinating resources and
directing use of timely and appropriate countermeasures.
4.41.6.4.4 Analysis of the intrusions / security incidents (including Forensic
Analysis and Root Cause Analysis) and preservation of evidence.
4.41.6.4.5 Providing situational awareness and reporting on cyber security
status, incidents, and trends in adversary behaviour to appropriate organizations including to CERT- In and NCIIPC.
4.41.6.4.6 Engineer and operate network defense technologies such as
Intrusion Detection Systems (IDSes) and data collection / analysis systems.
4.41.6.4.7 MIIs to adopt security automation and orchestration technologies
in C-SOC to automate the incident identification, analysis and response as per the defined procedures.
4.41.6.5 Further to the above, the C-SOC of MII shall, at the minimum, undertake
the following activities:
4.41.6.5.1 In order to detect intrusions / security incidents in real time, the C￾SOC should monitor and analyze on a 24x7x365 basis relevant logs
of MII’s network devices, logs of MII’s systems, data traffic, suitable cyber intelligence (intel) feeds sourced from reliable vendors, inputs received from other MIIs, inputs received from external agencies such as CERT-In, etc. The cyber intelligence (intel) feeds

may include cyber news feeds, signature updates, incident reports, threat briefs, and vulnerability alerts.
4.41.6.5.2 To this end, appropriate alert mechanisms should be implemented
including a comprehensive dashboard, tracking of key security metrics and provide for cyber threat scorecards.
4.41.6.5.3 The C-SOC should conduct continuous assessment of the threat
landscape faced by the MII including undertaking periodic VAPT (Vulnerability Assessment and Penetration Testing).
4.41.6.5.4 The C-SOC should have the ability to perform Root Cause Analysis,
Incident Investigation, Forensic Analysis, Malware Reverse Engineering, etc. to determine the nature of the attack and corrective and/or preventive actions to be taken thereof.
4.41.6.5.5 The C-SOC should conduct periodic (at the minimum quarterly)
cyber-attack simulation to aid in developing cyber resiliency measures. The C-SOC should develop and document mechanisms and standard operating procedures to recover from the cyber￾attacks within the stipulated RTO of the MII. The C-SOC should also document various scenarios and standard operating procedures for resuming operations from Disaster Recovery (DR) site of MII.
4.41.6.5.6 The C-SOC should conduct periodic awareness and training
programs at the MII and for its members / participants / intermediaries with regard to cyber security, situational awareness and social engineering.
4.41.6.5.7 The C-SOC should be capable to prevent attacks similar to those
already faced. The C-SOC should also deploy multiple honey pot services which are dynamic in characteristics to avoid being detected as honey pot by attackers.
4.41.6.6 As building an effective C-SOC requires appropriate mix of right people,
suitable security products (Technology), and well-defined processes and procedures (Processes), an indicative list of areas that MIIs should consider while designing and implementing a C-SOC are as follows:
4.41.6.6.1 The MII shall ensure that the governance and reporting structure
of the C-SOC is commensurate with the risk and threat landscape of the MII. The C-SOC shall be headed by the Chief Information Security Officer (CISO) of the MII. The CISO shall be designated as a Key Managerial Personnel (KMP) and relevant provisions

relating to KMPs in the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018 and the subsequent circulars issued by SEBI relating to KMPs, shall apply to the CISO.
4.41.6.6.2 While the CISO is expected to work closely with various
departments of MIIs, including MII’s Network team, Cyber Security team and Information Technology (IT) team, etc., the reporting of CISO shall be directly to the MD & CEO of the MII.
4.41.6.6.3 The roles and responsibilities of CISO may be drawn from Ministry
of Electronics and IT Notification No. 6(12)/2017-PDP-CERT-In dated March 14, 2017.
4.41.6.6.4 The C-SOC should deploy appropriate technology tools of
adequate capacity to cater to its requirements. Such tools shall, at the minimum, include Security Analytics Engine, Malware detection tools, Network and User Traffic Monitoring and Behaviour Analysis systems, Predictive Threat Modelling tools, Tools for monitoring of System parameters for critical systems / servers, Deep Packet Inspection tools, Forensic Analysis tools, etc.
4.41.6.6.5 Each MII is advised to formulate a Cyber Crisis Management Plan
(CCMP) based on its architecture deployed, threats faced and nature of operations. The CCMP should define the various cyber events, incidents and crisis faced by the MII, the extant cyber threat landscape, the cyber resilience envisaged, incident prevention, cyber crisis recognition, mitigation and management plan. The CCMP should be approved by the respective Standing Committee on Technology / IT- Strategy Committee of the MIIs and the governing board of the MII. The CCMP should also be reviewed and updated annually.
4.41.6.6.6 The C-SOC should have well-defined and documented processes
for monitoring of its systems and networks, analysis of cyber security threats and potential intrusions / security incidents, usage of appropriate technology tools deployed by C-SOC, classification of threats and attacks, escalation hierarchy of incidents, response to threats and breaches, and reporting (internal and external) of the incidents.

4.41.6.6.7 The C-SOC should employ domain experts in the field of cyber
security and resilience, network security, data security, end-point security, etc.
4.41.6.6.8 The MIIs are also advised to build a contingent C-SOC at their
respective DR sites with identical capabilities w.r.t. the primary C￾SOC in line with the circulars issued by SEBI in this regard. Additionally, the MIIs should perform monthly live-operations from their DR-C-SOC.
4.41.6.6.9 The C-SOC should document the cases and escalation matrices for
declaring a disaster.
4.41.6.7 In view of the feedback received from MIIs, it has been decided that MIIs
may choose any of the following models to set-up their C-SOC:
i. MII’s own C-SOC manned primarily by its internal staff,
ii. MII’s own C-SOC, staffed by a service provider, but supervised by a
full time staff of the MII. (Refer to Para 4.41.6.7.3)
iii. C-SOC that may be shared by the MII with its group entities (that
are also SEBI recognized MIIs),
iv. C-SOC that may be shared by the MII with other SEBI recognized
MII(s).
4.41.6.7.1 The responsibility of cyber security of an MII, adherence to
business continuity and recovery objectives, etc. should lie with the respective MII, irrespective of the model adopted for C-SOC.
4.41.6.7.2 The respective risk committee(s) of the MII should evaluate the
risks of outsourcing the respective activity.
4.41.6.7.3 The MII may outsource C-SOC activities in line with the guidelines
as given below:
Level of support definitions for outsourcing/in-house are as follows:
 Security Analyst Level 1 (L1): This function may be mostly outsourced a) Monitoring SIEM Solution console for identifying the security events generated by the log sources integrated with SIEM tools. b) Identification of security events that are false +ve before qualifying event as an incident. c) Identify the exceptions which are identified as an event (e.g. VA scanning performed by SEBI appointed 3rd party which may be identified as port scanning attack). d) Perform first level event analysis before qualifying the incidents. e) Qualifying the event as an incident using Knowledgebase.

f) Escalating exceptions & Events to L2 level. g) Log Incident tickets in service management tool and assign it to the respective team. h) Follow-up for the closure of the incident tickets generated.  Security Analyst Level 2 (L2): Combination of Outsource / In-House a) Exception Analysis. b) Analysis of extended events. c) Confirmation of False +ve & update Knowledge Base. d) Qualify Incident & provide mitigation suggestions. e) Escalate incident to next level. f) Update /configuration correlation rules after approval.  Security Analyst Level 3 (L3): Combination of Outsource / In-House a) Analysis of escalated Incidents. b) Define correlation rules. c) Analysis of impact on SIEM over all correlation rules and operations for the correlation rules suggested by Level 2 Analyst. d) Approve correlation rules after the impact analysis. e) Perform impact analysis before deployment of correlation rules. f) Perform impact analysis for update and upgrade of SIEM & Advance security solutions components. g) Define Mitigation suggestions for newly identified incidents. h) Approve the reports before sharing with others.  SOC Manager (L4): In-house a) Lead and manage Security Operations Centre. b) Provide strategic directions to SOC team and organization for security posture improvements. c) To identify key contacts for incident escalation and change management activities. d) Ensure compliance to SLA. e) Ensure process adherence and process improvisation to achieve operational objectives. f) Revise and develop processes to strengthen the current Security Operations. g) Responsible for team and vendor management. h) Responsible for overall use of resources and initiation of corrective action where required for Security Operations Center.

i) Escalate to the other IT Infra. Management teams or application maintenance teams, as necessary. j) Overall responsibility for delivery of in scope activities as a part of this engagement. k) Point of contact for problem escalation and reporting.  Security Subject Matter Expert for Security technologies: In-house with reliance on external expertise a) Subject Matter Expert (SME) for SIEM and Advance security solutions. b) Assist you with troubleshooting steps to be performed by you in order to re-establish connectivity between the SIEM System and SEBI’s locations. c) Provide software-level management for the SIEM System components; d) Verify data collection and log continuity; e) Manage user access including user and group permissions updates; f) Review application performance, capacity, and availability make recommendations as appropriate; g) Review SIEM System disk space usage; h) Verify time synchronization among SIEM System components; i) Perform archival management and retrieval per change management process; j) Provide problem determination / problem source identification for the SIEM System, consisting of creating tickets & tracking progress of Open tickets k) Managing tickets to resolution / closure, in accordance with the processes as defined in the Integrated and Transition vendor announcements & manage SIEM System update alerts; l) Install application patches and software updates in order to improve performance, or enable additional functionality Illustrative Training Requirements Security Analyst Level 1 (L1):
i. SEC401: Security Essentials Bootcamp Style
https://www.sans.org/event/cyber-defence-canberra-2018/course/security￾essentials-bootcamp-style
ii. SEC301: Introduction to Cyber Security
https://www.sans.org/course/introduction-cyber-security Security Analyst Level 2 (L2):

i. SEC542: Web App Penetration Testing and Ethical Hacking
https://www.sans.org/event/cyber-defence-canberra-2018/course/web￾app-penetration-testing-ethical-hacking
ii. SEC566: Implementing and Auditing the Critical Security Controls -In-Depth
https://www.sans.org/private-training/course/implementing-auditing￾critical-security-controls
iii. SEC575: Mobile Device Security and Ethical Hacking
https://www.sans.org/private-training/course/mobile-device-security￾ethical-hacking Security Analyst Level 3 (L3):
i. SEC504: Hacker Tools, Techniques, Exploits, and Incident Handling
https://www.sans.org/event/cyber-defence-canberra-2018/course/hacker￾techniques-exploits-incident-handling
ii. FOR508: Advanced Digital Forensics, Incident Response, and Threat Hunting
https://www.sans.org/event/digital-forensics-summit￾2018/course/advanced-incident-response-threat-hunting-training iii.SEC501: Advanced Security Essentials -Enterprise Defender https://www.sans.org/private-training/course/advanced-security￾essentials-enterprise-defender iv.MGT414: SANS Training Program for CISSP® Certification https://www.sans.org/course/sans-plus-s-training-program-cissp￾certification-exam SOC Manager (L4):
i. Cyber Security Specialist
http://www.leaderquestonline.com/it-career-training/cybersecurity￾specialist/
ii. Managing Security Operations: Detection, Response, and Intelligence
https://www.sans.org/event/rocky-mountain-2018/course/managing￾security-operations-detection-response-and-intelligence
iii. SIEM with Tactical Analytics
https://www.sans.org/private-training/course/siem-with-tactical-analytics
iv. SEC511: Continuous Monitoring and Security Operations
https://www.sans.org/course/continuous-monitoring-security-operations
v. SEC599: Defeating Advanced Adversaries -Implementing Kill Chain Defenses
https://www.sans.org/course/defeating-advanced-adversaries-kill-chain￾defenses

4.41.6.8 A report on the functioning of the C-SOC, including details of cyber￾attacks faced by the MII, major cyber events warded off by the MII, cyber
security breaches, data breaches should be placed on a quarterly basis before the board of the MII.
4.41.6.9 The system auditor of the MII shall audit the implementation of the
aforesaid guidance in the annual system audit of the MII. The Scope and/or Terms of Reference (ToR) of the annual system would accordingly be modified to include audit of the implementation of the aforementioned areas.
4.41.6.10 Further, the C-SOC shall share relevant alerts and attack information with
members / participants / intermediaries of the MII, other MIIs, external cyber response agencies such as CERT-In, and SEBI. For further guidance regarding Cyber security and Cyber resilience, kindly also refer SEBI Circular Number SEBI/HO/ITD￾1/ITD_CSC_EXT/P/CIR/2024/113 dated August 20, 2024 on Cybersecurity and Cyber Resilience Framework for SEBI Regulated Entities (REs). 186
4.42 Recommendations of high powered steering Committee 187
Kindly refer SEBI Circular Number SEBI/HO/ITD￾1/ITD_CSC_EXT/P/CIR/2024/113 dated August 20, 2024 on Cybersecurity and Cyber Resilience Framework for SEBI Regulated Entities (REs).
4.43 Database for Distinctive Number (DN) of Shares 188
4.43.1 Share capital reconciliation of the entire issued capital of the company by the
issuer or its agent is a mandatory requirement under Regulation 75 of the DP Regulations.
4.43.2 In order to ensure centralised record of all securities, including both physical
and dematerialised shares, issued by the company and its reconciliation thereof, the Depositories are advised to create and maintain a database of distinctive numbers (DN) of equity shares of listed companies with details of DN in respect of all physical shares and overall DN range for dematerialised shares.

186 https://www.sebi.gov.in/legal/circulars/aug-2024/cybersecurity-and-cyber-resilience￾framework-cscrf-for-sebi-regulated-entities-res-_85964.html 187 Reference: SEBI Letter SEBI/HO/MRD/CSC/OW/P/2019/10055 dated April 22, 2019 188 Reference: SEBI Circular CIR/MRD/DP/10/2015 dated June 05, 2015

4.43.3 The DN database shall make available, information in respect of issued capital,
such as DN Range, number of equity shares issued, name of stock exchange where the shares are listed, date of in-principle listing / final trading approval / dealing permission, shares held in physical or demat form, date of allotment, shares dematerialized under temporary (frozen) ISIN (International Securities Identification Number) or Permanent (active) ISIN etc., at one place.
4.43.4 Based on consultations with the Depositories and Stock Exchanges, the
following guidelines are given for the operationalisation of the DN database –
4.43.4.1 Instructions to the Depositories
4.43.4.1.1 The depositories shall create and maintain a database to capture DN in
respect of all physical equity shares and overall DN range for dematerialised equity shares issued by listed companies.
4.43.4.1.2 The depositories shall provide an interface to the Stock Exchange,
Issuers/RTAs for online updation and to the DPs for online enquiry.
4.43.4.1.3 The database shall include the following information -
i. Distinctive Numbers (From) vii. Trading start date
ii. Distinctive Numbers (To) viii. Physical/demat
iii. Number of Equity shares ix. Date of allotment and date of issue
(date of credit to BO account)
iv. Name of stock exchange x. ISIN along with name of company
v. Date of in-principle listing
approval
xi. Nature of ISIN [Temporary (Frozen)
or Permanent (Active)]
vi. Date of final trading
approval/dealing permission
4.43.4.1.4 The depositories shall ensure that the database maintained by them is
continuously updated and synchronised. The initial synchronisation may be in batch mode and shall thereafter shift to online mode.
4.43.4.1.5 The Depositories, in co-ordination with the Stock Exchanges, having
nationwide trading terminals and the Issuers/RTAs, shall facilitate the process of populating the database with details of equity share capital and the corresponding DN information.
4.43.4.2 Instructions to the Stock Exchanges
4.43.4.2.1 The Stock Exchanges shall provide the following information of all
companies listed on the concerned Stock Exchange-

i. Total number of equity shares (A) for which final trading approval /
dealing permission has been granted.
ii. Total number of equity shares (B) for which in-principle listing approval
has been granted but final trading approval / dealing permission is pending.
iii. Total number of equity shares comprising the paid-up capital i.e. (A+B).
4.43.4.2.2 The Stock Exchanges shall use the interface provided by the Depositories
for the following -
i. In respect of further issue of shares by listed companies, consequent to
update of DN information by Issuers/RTAs, the stock exchange shall validate the DN information updated by the Issuer/RTA and update the date of ‘in-principle’ listing approval, date of final trading approval / dealing permission and trading start date, immediately upon granting of such permissions.
ii. In respect of companies coming out with initial public offer or new
listings on stock exchanges, the stock exchange shall update the DN database with the total number of equity shares for which final trading approval / dealing permission has been granted.
iii. In respect of companies whose capital is changed/altered for any reason
other than further issuance of shares such as buy-back of shares, forfeiture of shares, capital reduction, etc., the stock exchange shall confirm such change/alteration in the capital as updated by the Issuer/RTA in the DN database.
4.43.4.2.3 In case the DN data on listed shares as per the records of Issuers/RTAs
does not match with records of the Stock Exchanges, the Stock Exchanges shall coordinate with the Issuer/RTA to reconcile such differences.
4.43.4.3 Instructions to the Issuers/RTAs
4.43.4.3.1 Issuers/RTAs shall use the interface provided by the Depositories for
the following -
i. To update DN information in respect of all physical share capital and
overall DN range for dematerialised share capital for all listed companies.
ii. Updating the fields (i)-(iv), (viii) and (ix) given in Para 4.43.4.1.3, on a
continuous basis for subsequent changes including changes in case of further issue, fresh issuance / new listing and other change / alteration

in capital (such as buy-back of shares, forfeiture of shares, capital reduction, etc.).
iii. Capturing / updating the DN information on a continuous basis while
processing, dematerialisation / rematerialisation requests confirmation, executing corporate action, etc.
4.43.4.3.2 Issuers/RTAs shall take all necessary steps to update the DN database.
If there is mismatch in the DN information with the data provided/updated by the Stock Exchanges in the DN database, the Issuer/RTA shall take steps to match the records and update the same.
4.43.4.3.3 Failure by the Issuers/RTAs to ensure reconciliation of the records as
required in terms of para above shall attract appropriate actions under the extant laws.
4.43.4.4 Instructions to the DPs
4.43.4.4.1 The DPs shall use the interface provided by the Depositories to check the
DNs of certificates of equity shares submitted for dematerialisation and ensure that appropriate ISIN is filled in Dematerialisation Request Form, as applicable, while processing request for dematerialisation.
4.43.5 Despite follow-ups by Depositories, certain companies were yet to comply with
the above provisions. Hence, in order to protect the interest of investors the following is directed 189:-
4.43.5.1 Action against non-compliant companies
4.43.5.1.1 With effect from August 01, 2019:-
i. The depositories shall freeze all the securities held by the promoters and
directors of the listed companies that are not in compliance with the above provisions under para 4.43.1 to 4.43.4 (Beneficiary Owner Account Level Freeze).
ii. The depositories shall not effect any transfer, by way of sale, pledge, etc.,
of any of the securities, held by the promoters and directors of such non￾compliant companies.
iii. The depositories shall freeze all related corporate benefits on the
Beneficiary Owner a/c frozen as above.
iv. The depositories shall retain the freeze on the securities held by
promoters and directors of non-compliant companies till such time the company complies with the directions provided above (Para 4.43.1 to Para 4.43.4).

189 Reference: SEBI Circular SEBI/HO/MRD/DOP2DSA2/CIR/P/2019/87 dated August 01, 2019

Depositories are advised to keep in abeyance the action mentioned above in specific cases where moratorium on enforcement proceedings has been provided for under any Act, Court/ Tribunal Orders, etc.
4.43.5.1.2 The names of companies that are not in compliance with aforementioned
provisions shall be prominently disseminated on the website of the exchanges/depositories, indicating that the concerned companies have not complied with the above provisions.
4.43.5.1.3 Prior to revocation of suspension of trading of shares of any company,
exchanges shall ensure compliance by the company with the above provisions and ensure availability of updated details of company’s promoters (especially their PAN) and directors (especially their PAN and DIN), apart from ensuring compliance with other applicable regulatory norms.
4.43.5.2 The concerned Stock Exchanges and Depositories shall coordinate with each
other and take necessary steps to implement these provisions.
4.43.5.3 SEBI may also take any other appropriate action(s) against the concerned
listed companies and its promoters/directors for non-compliance with the above provisions.
4.44 Ticker on Website - For Investor awareness 190
4.44.1 In order to create wider awareness about the same, Depositories and Depository
Participants are advised to run the following ticker on their websites:
"No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorise your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account."
4.44.2 Depositories are advised to communicate the above to their depository
participants and ensure its implementation.
4.45 Separate mobile number/ email id for the clients of Depository Participants (DPs)
4.45.1 It has been observed that DPs do not have the procedure to check that separate
mobile number/ email id is uploaded for each client.
4.45.2 In view of the same, Depositories are advised to instruct their participants to
ensure that separate mobile number/E-mail address is uploaded for each client. However, under exceptional circumstances, the participants may, at the specific

190 Reference: SEBI Email on “Ticker on Website - For Investor awareness” dated November 05, 191 Reference: SEBI Email on Separate mobile number/ email id for the clients of Depository Participants (DPs) dated January 16, 2015.

written request of a client, upload the same mobile number/E-mail address for more than one client provided such clients belong to one family. ‘Family’ for this purpose would mean self, spouse, dependent children and dependent parents.
4.46 Comprehensive guidelines for Investor Protection Fund (IPF) and Investor Services
Fund (ISF) at Stock Exchanges and Depositories 192
4.46.1 The comprehensive guidelines for IPF are as under:
4.46.1.1 Investor Protection Fund
A. Constitution and Management of the IPF
i. All depositories shall establish an IPF. The IPF of the depository shall be
administered through separate trusts created for the purpose.
ii. The IPF Trust of depository shall consist of five trustees as under:
a) Three Public Interest Directors (PIDs); b) One representative from the investor associations recognized by SEBI; and c) Chief Regulatory Officer or Compliance Officer.
iii. The maximum tenure of a trustee (excluding the Chief Regulatory Officer or
Compliance Officer, whose trusteeship would be co-terminus with their service) shall be five years or as specified by SEBI.
iv. The depository shall provide the secretariat for their IPF Trusts respectively.
v. The depository shall ensure that the funds in the IPF are well segregated and
that their IPF is immune from any liabilities of the depository. Further, supervision of utilization of IPF and interest or income from IPF will rest with the IPF Trust. B. Contribution to IPF of Depository
i. The following contributions shall be made by the Depository to the IPF:
a. 5% of their profits from depository operations every year. b. All fines and penalties recovered from Depository Participants (DPs) and other users including clearing member pool account penalty as specified in SEBI circular no. SMDRP/Policy/Cir-05/2001 dated February 01, 2001.
c. Interest or income received out of any investments made from the IPF.
d. Funds lying to the credit of IPR (Investor Protection Reserve) / BOPF (Beneficial Owners Protection Fund) of the Depository or any other such fund / reserve of the Depository shall be transferred to IPF.

192 Reference: SEBI Circular SEBI/HO/MRD/MRD-PoD-3/P/CIR/2023/81 dated May 30, 2023 (superceded SEBI Circular SEBI/HO/MRD/DP/CIR/P/2016/58 dated June 07, 2016)

e. Any other contribution as may be specified by SEBI from time to time.
C. Utilization of IPF and interest or income from IPF
i. The amount in IPF and any interest or income generated from the IPF of the
depositories shall be utilized for the purposes as stated in the table below:
SN Particulars Utilization
1 IPF a) Promotion of investor education and investor awareness programmes through seminars, lectures, workshops, publications (print and electronic media), training programmes, etc. aimed at enhancing securities market literacy and promoting retail participation in securities market; b) To utilize the fund for supporting initiatives of DPs for promotion of investor education and investor awareness programmes; c) To meet the legitimate claims of the beneficial owners, upto the maximum cap as to be determined by the depository, in case the same is not settled by the beneficial owner indemnity insurance; d) To utilize the fund in any other manner as may be prescribed or permitted by SEBI in the interest of investors; Interest or income received out of any investments made from the IPF To further strengthen the corpus, 100% of interest or income from IPF shall be treated as corpus of IPF. D. Deployment of Funds of IPF Depositories
i. Funds of the IPF Trust shall be invested in instruments such as Central
Government securities, fixed deposits of scheduled banks and any such instruments which are allowed as per the investment policy approved by the governing boards of depository. The investments shall be adequately diversified with single issuer exposure, excluding Government securities, not exceeding 10% of the IPF corpus. The investment policy shall be devised

with an objective of capital protection, portfolio diversification, liquidity, along with highest degree of safety and least market risk. E. Review of IPF Corpus
i. The depositories shall conduct half-yearly review (by end of March and
September every year) to ascertain the adequacy of the IPF corpus. In case the IPF corpus is found to be inadequate, the same shall be enhanced appropriately. F. Disclosures
i. The depositories are advised to
a) Disclose the corpus of the IPF on its website and update the same on a monthly basis. b) Disseminate its policy on processing investor claims from IPF on their website including the compensation limit fixed by them per investor. c) To frame FAQs on their policy on processing investor claims for easy understanding of investors. d) Give adequate notice (including a press release) to the investors before implementing any amendment in the policy on processing of claims. In case of any amendment in the policy on processing of investor claims, the same should not be applicable to the TMs who have been disabled or suspended or declared defaulter by the exchange prior to the effective date of implementation of policy.
4.46.1.2 Miscellaneous
If a depository is wound up or derecognized or exits, then the balance in the IPF and/or ISF lying un-utilised with depository shall be transferred to Investor Protection and Education Fund of SEBI in terms of SEBI (Investor Protection and Education Fund) Regulations, 2009. The funds shall be utilised for purposes of Investor education
4.47 Enhanced Supervision of Depository Participant 193
Kindly refer para titled ‘Enhanced Supervision of Stock Brokers / Depository Participants’ of https://www.sebi.gov.in/legal/master-circulars/aug-2024/master￾circular-for-stock-brokers_85605.html August 09, 2024 (Master circular for Stock Brokers)

193 Reference: SEBI Circular SEBI/HO/MIRSD/MIRSD2/CIR/P/2016/95 dated September 26, 2016, SEBI Circular CIR/HO/MIRSD/MIRSD2/CIR/P/2017/64 dated June 22,2017 & SEBI Circular SEBI/HO/MIRSD/ MIRSD_DPIEA/P/CIR/2022/83 dated June 20, 2022

4.48 Amendment pursuant to comprehensive review of Investor Grievance Redressal
Mechanism 194
The respective provisions dealing with mediation, conciliation and have been superseded with the introduction of Online Dispute Resolution (ODR) Mechanism. Kindly refer https://www.sebi.gov.in/legal/master-circulars/dec-2023/master￾circular-for-online-resolution-of-disputes-in-the-indian-securities￾market_80236.html dated December 28, 2023 (Master circular for Online Resolution of Disputes in the Indian Securities Market)
4.49 Investor Grievance Redressal Mechanism 195
Online Web Based Complaints Redressal System:
4.49.1 SEBI has implemented an online platform (SCORES) designed to help investors
to lodge their complaints, pertaining to securities market, against listed companies and SEBI registered intermediaries.
4.49.2 In line with the same, to enable investors to lodge and follow up their complaints
and track the status of redressal of such complaints from anywhere, all Depositories are advised to design and implement an online web based complaints redressal system of their own, which will facilitate investors to file complaints and escalate complaints for redressal in accordance with their respective byelaws, rules and regulations.
4.49.3 The system should be web enabled and provide online access 24 x 7 with the
following salient features:
4.49.3.1 Complaints/Grievance Redressal Committee (GRC)* and reminders thereon
are lodged online at anytime from anywhere;
4.49.3.2 An email is generated instantaneously acknowledging the receipt of the
complaint and allotting a unique registration number for future reference and tracking;
4.49.3.3 The matter/case moves online to the entity (intermediary or listed company)
concerned for its redressal;
4.49.3.4 The entity concerned can indicate the mode i.e. online or offline for GRC*
4.49.3.5 The access of the online system should be given to the Trading Members and
Depository Participants.

194 Reference: SEBI Circular SEBI/HO/DMS/ CIR/P/2017/15 dated February 23, 2017, SEBI Circular SEBI/HO/MRD1/ICC1/CIR/P/2021/625 dated September 02, 2021 and SEBI Circular SEBI/HO/MRD1/ICC1/CIR/P/2022/94 dated July 04, 2022 195 Reference: SEBI Circular SEBI/HO/MRD1/ICC1/CIR/P/2022/94 dated July 04, 2022 and (Amended vide SEBI Circular SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/145 dated July 31, 2023)

4.49.3.6 The entity concerned uploads an Action Taken Report (ATR) on the
Complaints/GRC*;
4.49.3.7 All Depositories peruse the ATR and dispose of the Complaints/GRC if it is
satisfied that the complaint has been redressed adequately;
4.49.3.8 The concerned investor can view the status of the complaint online;
4.49.3.9 The entity concerned and the concerned investor can seek and provide
clarification(s) online to each other;
4.49.3.10 The life cycle of a Complaints/GRC* has an audit trail; and
4.49.3.11 All the Complaints/GRC* are saved in a central database which would
generate relevant MIS reports to enable all Depositories to take appropriate policy decisions and or remedial actions.
4.49.3.12 There should be a provision to link the online system with SCORES.
4.49.4 The system is intended to expedite redressal / disposal of investors’ complaints
as it would also obviate the need for physical movement of complaints. Further, the possibility of loss, damage or misdirection of the physical complaints would be avoided. It would also facilitate easy retrieval and tracking of complaints at any time.
4.49.5 All Depositories are advised to widely publicise (including in media) its online
web based complaints redressal system.
Hybrid Mode of Conducting GRC*:
4.49.6 During the COVID pandemic, Stock Exchanges were advised to conduct GRC*
and arbitration / appellate arbitration meetings/hearings online for faster redressal of complaints. The online process saves time and cost of the parties involved which is in the interest of investors.
4.49.7 Therefore, it has been decided that the depositories shall follow the hybrid mode
(i.e. online and offline) of conducting GRC*.
(The provisions dealing with mediation, conciliation and arbitration have been superseded with the introduction of Online Dispute Resolution (ODR) Mechanism. Kindly refer https://www.sebi.gov.in/legal/master-circulars/dec-2023/master￾circular-for-online-resolution-of-disputes-in-the-indian-securities￾market_80236.html dated December 28, 2023 (Master circular for Online Resolution of Disputes in the Indian Securities Market) *Grievance Redressal Committee (GRC) has been abolished by the SEBI (Depositories and Participants) (Amendment) Regulations, 2023, w.e.f. 28-08-2023 and as per SEBI Circular dated June 25, 2024 the Regulatory Oversight Committee reviews the Grievances.

4.50 Digital Mode of Payment 196
4.50.1 SEBI has notified the SEBI (Payment of Fees and Mode of Payment)
(Amendment) Regulations, 2017 on March 06, 2017 to enable digital mode of payment (RTGS/NEFT/IMPS, etc.) of fees/penalties/remittance/other payments etc.
4.50.2 Pursuant to above, SEBI has been receiving direct credit of amounts from various
intermediaries / other entities.
4.50.3 In order to identify and account such direct credit in the SEBI account,
intermediaries/other entities shall provide the information as mentioned in Annexure 26 to SEBI once the payment is made.
4.50.4 The above information should be emailed to the respective department(s)as well
as to Treasury &Accounts division at tad@sebi.gov.in
4.51 Framework for Innovation Sandbox 197
4.51.1 Capital market in India have been early adopters of technology. SEBI believes
that encouraging adoption and usage of financial technology (‘FinTech’) would have a profound impact on the development of securities market. FinTech can act as a catalyst to further develop and maintain an efficient, fair and transparent securities market ecosystem.
4.51.2 To create an ecosystem which promotes innovation in the securities market, SEBI
feels that FinTech firms should have access to market related data, particularly, trading and holding data, which is otherwise not readily available to them, to enable them to test their innovations effectively before the introduction of such innovations in a live environment.
4.51.3 The “Innovation Sandbox”, would be a testing environment where FinTech
firms and entities not regulated by SEBI including individuals (herein afterwards referred to as participants/ applicants) may use the environment for offline testing of their proposed solutions in isolation from the live market, subject to fulfillment of the eligibility criteria, based on market related data made available by Stock Exchanges, Depositories and Qualified Registrar and Share Transfer Agents (QRTAs). Features and Structure of Innovation Sandbox
4.51.4 The components and structure of the Innovation Sandbox can be broadly
classified into design, legal and administrative categories. The method of

196 Reference: SEBI Circular SEBI/HO/GSD/T&A/CIR/P/2017/42 dated May 16, 2017 197 Reference: SEBI Circular SEBI/MRD/CSC/CIR/P/2019/64 dated May 20, 2019

implementation has been elaborated under the head “Implementation” in Para
4.51.6 to 4.51.13.
4.51.4.1 Design Components
A. Data Sets a) One of the most important components of an Innovation Sandbox is access to securities market related data, which will enable participants to test and improve their FinTech solutions. b) The datasets that will be made available to participants shall be clearly defined and known to market participants. Indicative datasets which may become part of the Innovation Sandbox are as follows:
i. Depositories data: Holding data, KYC data
ii. Stock exchange data: Transactions data like order log, trade log
iii. RTA data: Mutual fund transactions data
c) The datasets shall be historical and anonymized data and shall also contain data related to episodic market events. Live data shall not be made available to participants. d) Access to datasets shall be provided in a phased manner starting with limited amount of data and based on validations, more exhaustive data would be provided to participants. e) The use of datasets shall be governed by comprehensive confidentiality agreement which shall include an ‘End User Agreement’ clearly specifying that the datasets made available shall not be sold or sublet or shared in any manner with any other entities. B. Infrastructure a) The datasets to be used for testing solutions in the Innovation Sandbox shall be shared through application program interface (APIs), which will be widely published and available to all eligible participants. b) Virtual machines may be made available with configurations similar to the live environment for testing an innovative product, service or solution on the datasets.
4.51.4.2 Legal components
a) Flexibility
The Innovation Sandbox shall be flexible to adapt and incorporate the changes, once the Innovation Sandbox evolves and matures. b) Not-for-profit The Innovation Sandbox can be set up as a separate not-for-profit entity which enhances the impartiality of the Innovation Sandbox.

c) Compliance
The Innovation Sandbox should ensure that all applicants can perform their testing without breaking any regulatory barriers, including compliance with investor protection, Know Your Client norms, data integrity or any other Indian laws. d) Legally robust The Innovation Sandbox should clearly define the rights and obligations of the stakeholders. Applicants are required to agree to contractually binding terms of participation. e) Intellectual Property Rights (IPR) protection The Innovation Sandbox should have the relevant provisions to protect the applicants’ IPR. Also, it should define how the IPR which results from the collaboration can be used once the testing phase has ended. f) Prevention of Data misuse The Innovation Sandbox should have provision to restrict misuse of data from the stated purposes. g) Restriction from Fraudulent purposes The Innovation Sandbox should have provision for restricting development of any product/ solution for fraudulent/ manipulative purposes. h) Secured The Innovation Sandbox should be secured from cyber threats or unauthorized access.
4.51.4.3 Administrative Components
a) Application Assessment
Applications received for participating in the Innovation Sandbox will be assessed and rule based self-assessment process shall be formalized, in order to allow the applicants’ automatic entry into the Innovation Sandbox. b) Governance body A governance body shall be formed comprising of representatives from the Stock Exchanges, Depositories and Qualified Registrar and Share Transfer Agents. This body shall supervise the operations of the Innovation Sandbox in the interests of its contributors, users and securities market in general. The governance body shall be responsible for ensuring that the sandbox fulfils its stated objectives. The governance of the Innovation Sandbox should be neutral and should not favor any particular participant or category of participants.

c) Operational team
An operational team shall be constituted to carry out the day-to-day activities of the Innovation Sandbox including processing applications, communicating with applicants, assisting the governance body, maintaining the infrastructure of the Innovation Sandbox, supervising the testing in Innovation Sandbox etc. d) Rules of participation Rules shall be framed to regulate the rights and responsibilities of the participant with respect to an Innovation Sandbox and to other participants. These rules could be same for each applicant type and may include the entry and exit criteria, operating guidelines, reporting requirements etc. e) Grievance redressal process A grievance redressal mechanism shall be formulated to deal with the grievances of any applicant in the Innovation Sandbox. This mechanism shall clearly define the point of contact for grievance redressal along with the escalation matrix.
4.51.4.4 Interface for Innovation Sandbox
The entire sandbox participation lifecycle (applying, tracking, on-boarding, monitoring, reporting, etc.) shall be completely digital to ensure transparency and efficiency. Eligibility Criteria
4.51.5 The eligibility criteria for inclusion into the Innovation Sandbox are as follows:
a. Applicability
Conceptually, the Innovation Sandbox framework is applicable to any entity, who intends to innovate on the products, services, and/or solutions for the securities and commodities market in India. b. Genuine need to test The applicant should have a genuine need for testing the solution using resources available in the Innovation Sandbox. The applicant should be able to postulate that the solution cannot be developed properly without testing in the Innovation Sandbox.
c. Testing readiness of the solution
The applicant should have the necessary resources to support testing in the sandbox. The applicant must show testing plans with clear objectives, parameters and success criteria.

d. Post-testing strategy
The applicant should be able to postulate their post-testing plan. e. Direct benefits to consumers The solution should offer identifiable benefits (direct or indirect) to consumers and to the capital market and the Indian economy at large. f. Secure The solution shall be validated for cyber security parameters. The applicant is required to submit a cyber-security compliance certificate as per SEBI’s Cyber Security guidelines. Implementation
4.51.6 A Steering Committee comprising of representatives from the Market
Infrastructure Institutions (MIIs) and QRTAs shall develop the operating guidelines as mentioned at Para 4.51.4.3 (c) towards the components and structure of the Innovation Sandbox as articulated in the Features, Structure and Eligibility criteria of Innovation Sandbox in Para 4.51.4 and Para 4.51.5. The Steering Committee shall also include members drawn from the areas of FinTech start-ups, academia and angel investors or any other area as may be prescribed by SEBI. At the initial stage, SEBI representative shall be a permanent invitee to this Committee.
4.51.7 Post issuance of operating guidelines, the Steering Committee shall carry out all
the functions as envisaged in the Administrative Components at Para 4.51.4 viz. receive, evaluate and process the applications received for participating in the Innovation Sandbox, approve / reject applications so received, grievance redressal etc. The Steering Committee shall also be responsible for registering/onboarding the applicant post approval of the application and monitor the participant throughout the lifecycle of the project.
4.51.8 Each of the MIIs and QRTAs shall build their own interface and APIs. Any
approved sandbox applicant can then get access to the APIs of the respective MIIs and QRTAs where the applicant would test its solution
4.51.9 The Sandbox applicant may give a presentation to the Steering Committee upon
completion of the testing and exit from the Innovation Sandbox.
4.51.10 The Steering Committee overseeing the testing of the applicant’s solution within
the sandbox shall maintain an Objective and Key Result Areas (OKRA) document for effective oversight on the entire process.

4.51.11 The entire sandbox participation lifecycle (applying, tracking, on-boarding,
monitoring, reporting, etc.) should move towards a complete digital environment within a time-bound manner, not exceeding 24 months, towards ensuring transparency and efficiency.
4.51.12 The Steering Committee, to begin with, shall evolve decisions based on
consensus and have a Chairperson from among the group on a rotation basis.
4.51.13 Based on the functioning of the Steering Committee, SEBI would prescribe other
norms for governance, as and when required.
Outcome of Innovation Sandbox
4.51.14 SEBI envisages the Innovation Sandbox to have the following benefits:
4.51.14.1 Product showcase
A platform for showcasing the working prototype of the solution which may help FinTech firms secure more funding.
4.51.14.2 Product regulation
Assessing compliance and readiness with SEBI’s regulations.
4.51.14.3 Industry interoperability
Providing an environment where developers could explore industry challenges and use cases for innovative technologies linked to interoperability of new solutions across the industry.
4.52 Revised Framework for Innovation Sandbox 198
Kindly refer SEBI Circular SEBI/HO/ITD/ITD/CIR/P/2021/16/2021 dated February 02, 2021 in respect of Revised Framework for Innovation Sandbox
4.53 Framework for Regulatory Sandbox 199
Kindly refer SEBI Circular SEBI/HO/MRD-1/CIR/P/2020/95 dated June 05, 2020 and SEBI circular SEBI/HO/ITD/ITD/CIR/P/2021/575 dated June 14, 2021 in respect of Framework & Revised Framework for Regulatory Sandbox respectively.
4.54 Monitoring of Foreign Investment limits in listed Indian companies 200
4.54.1 As per FEMA, the onus of compliance with the various foreign investment limits
rests on the Indian company. In order to facilitate the listed Indian companies to ensure compliance with the various foreign investment limits, SEBI in

198 Reference: SEBI Circular SEBI/HO/ITD/ITD/CIR/P/2021/16/2021 dated February 02, 2021 199 Reference: SEBI Circular SEBI/HO/MRD-1/CIR/P/2020/95 dated June 05, 2020, updated vide SEBI Circular SEBI/HO/ITD/ITD/CIR/P/2021/575 dated June 14, 2021 200 Reference: SEBI Circular IMD/FPIC/CIR/P/2018/61 dated April 05, 2018

consultation with RBI has decided to put in place a system for monitoring the foreign investment limits.
4.54.2 For the architecture of the new system, kindly refer para titled ‘Monitoring of
Investment Limit at individual level’ of SEBI Circular SEBI/HO/AFD￾2/CIR/P/2022/175 dated December 19, 2022 (Master Circular for Foreign Portfolio Investors, Designated Depository Participants and Eligible Foreign Investors)
4.54.3 The depositories shall put in place the necessary infrastructure and IT systems for
operationalizing the monitoring mechanism referred above.
4.55 Disclosure of performance of CRAs on Stock Exchange and Depository website 201
Kindly refer Disclosure of performance of CRAs on Stock Exchange and Depository website of https://www.sebi.gov.in/legal/master-circulars/may-2024/master￾circular-for-credit-rating-agencies-cras-_83417.html dated May 16, 2024 (Master Circular for Credit Rating Agencies)
4.56 Handling of Clients’ Securities by Trading Members/Clearing Members 202
Kindly refer Handling of Client’s Securities by Trading Members/ Clearing Members of https://www.sebi.gov.in/legal/master-circulars/aug-2024/master-circular-for￾stock-brokers_85605.html dated August 09, 2024 (Master circular for Stock Brokers)
4.57 Early Warning Mechanism to prevent diversion of client securities 203
Kindly refer para titled ‘Early Warning Mechanism to prevent diversion of client securities’ of https://www.sebi.gov.in/legal/master-circulars/aug-2024/master￾circular-for-stock-brokers_85605.html dated August 09, 2024 (Master circular for Stock Brokers)
4.58 Standard Operating Procedure in the cases of Trading Member /Clearing Member
leading to default 204
Kindly refer para titled ‘Standard operating procedure in the cases of Trading Member / Clearing Member leading to default’ of

201 Reference: SEBI Circular SEBI/ HO/ MIRSD/ DOS3/ CIR/ P/ 2018/ 140 dated November 13, 202 Reference: SEBI Circular CIR/HO/MIRSD/DOP/CIR/P/2019/75 dated June 20, 2019, SEBI Circular SEBI/HO/MIRSD/DOP/CIR/P/2019/95 dated August 29, 2019 and SEBI Circular SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2022/153 dated November 11, 2022 203 Reference: SEBI Circular SEBI/HO/MIRSD/DOP/CIR/P/2018/153 dated December 17, 2018 204 Reference: SEBI Circular SEBI/HO/MIRSD/DPIEA/CIR/P/2020/115 dated July 01, 2020 and SEBI Circular SEBI/HO/MIRSD/DPIEA/P/CIR/2022/72 dated May 27, 2022

https://www.sebi.gov.in/legal/master-circulars/aug-2024/master-circular-for￾stock-brokers_85605.html dated August 09, 2024 (Master circular for Stock Brokers)
4.59 Mapping of Unique Client Code (UCC) with demat account of the clients 205
Kindly refer para titled ‘Mapping of Unique Client Code(UCC) with demat account of clients’ of https://www.sebi.gov.in/legal/master-circulars/aug-2024/master￾circular-for-stock-brokers_85605.html dated August 09, 2024 (Master circular for Stock Brokers)
4.60 Reporting for Artificial Intelligence(AI) and Machine Learning (ML) applications and
systems offered and used by Market Infrastructure Institutions (MIIs) 206 Background
4.60.1 SEBI is conducting a survey and creating an inventory of the AI / ML landscape
in the Indian financial markets to gain an in-depth understanding of the adoption of such technologies in the markets and to ensure preparedness for any AI / ML policies that may arise in the future. Scope definition
4.60.2 Any set of applications / software / programs/ executable / systems (computer
systems) cumulatively called application and systems, to carry out compliance operations/activities, where AI/ML is used for compliance or management purposes, is included in the scope of this circular. In order to make the scope inclusive of various AI and ML technologies in use, the scope also covers Fin￾Tech and Reg-Tech initiatives undertaken by MIIs that involves AI and ML.
4.60.3 Technologies that are considered to be categorized as AI and ML technologies in
the scope of this section, are as follows:
Applications and Systems belonging but not limited to following categories or a combination of these:
4.60.3.1 Natural Language Processing (NLP), sentiment analysis or text mining
systems that gather intelligence from unstructured data. – In this case, Voice to text, text to intelligence systems in any natural language will be considered in scope. E.g.: robo chat bots, big data intelligence gathering systems.
4.60.3.2 Neural Networks or a modified form of it. – In this case, any systems
that uses a number of nodes (physical or software simulated nodes) mimicking natural neural networks of any scale, so as to carry out

205 Reference: SEBI Circular SEBI/HO/MIRSD/DOP/CIR/P/2019/136 dated November 15, 2019 206 Reference: SEBI Circular SEBI/HO/MRD/DOP1/CIR/P/2019/24 dated January 31, 2019

learning from previous firing of the nodes will be considered in scope. Eg: Recurrent Neural networks and Deep Learning Neural Networks
4.60.3.3 Machine learning through supervised, unsupervised learning or a
combination of both. – In this case, any application or systems that carry out knowledge representation to form a knowledge base of domain, by learning and creating its outputs with real world input data and deciding future outputs based upon the knowledge base. E.g.: System based on Decision tree, random forest, K mean, Markov decision process, Gradient boosting Algorithms.
4.60.3.4 A system that uses statistical heuristics method instead of procedural
algorithms or the system / application applies clustering or categorization algorithms to categorize data without a predefined set of categories
4.60.3.5 A system that uses a feedback mechanism to improve its parameters and
bases it subsequent execution steps on these parameters.
4.60.3.6 A system that does knowledge representation and maintains a
knowledge base.
Regulatory requirements
4.60.4 All MIIs shall fill in the AI / ML reporting form (Annexure 27) in respect of the
AI or ML based applications or systems as defined in Para 4.60.3 offered or used by them, and submit the same in soft copy only at AI_MII_SE@sebi.gov.in(for stock Exchanges)/AI_MII_DEP@sebi.gov.in (for depositories) /AI_MII_CC@sebi.gov.in (for Clearing Corporations) to SEBI on a quarterly basis within 15 days of the expiry of the quarter.
4.61 Measures to expedite Dematerialisation of securities 207
4.61.1 In order to enable prompt execution of demat requests, Depositories shall provide
additional details, such as PAN, Address and Residential status of investors in the DRF itself.
4.61.2 To include a provision in DRF to capture 2 signatures – one registered with DP at
the time of demat account opening and the other registered with issuer/RTA at the time of allotment /transfer. The request submitted by BO would be only processed when both two signatures i.e. one registered with RTA and other registered with DP matches with two respective signatures on DRF. In case of

207 Reference: SEBI Letter MRD/DoPII/DSAII/MIRSD/DOS3/OW/2018/28162/1 dated October 22,

mismatch of any of the two signatures the existing process of verifying signature may be followed.
4.61.3 To advise Depository Participants to update bank account details of all demat
account holders in their records.
4.62 Capacity Planning Framework for the Depositories 208
4.62.1 Depositories have been identified as financial Market Infrastructure Institutions
which facilitate and perform systemically critical functions in the securities market. In view of their importance in the smooth functioning of the securities market, the framework for capacity planning of the Depositories was also discussed in TAC. Based on recommendations of the committee, it has been decided to put in place following requirements for Depositories while planning capacities for their operations:
4.62.1.1 The installed capacity shall be at least 1.5 times (1.5x) of the projected
peak load.
4.62.1.2 The projected peak load shall be calculated for the next 60 days based on
the per hour peak load trend of the past 180 days.
4.62.1.3 The Depositories shall ensure that the utilisation of resources in such a
manner so as to achieve work completion in 70% of the allocated time.
4.62.1.4 All systems pertaining to Depository operations shall be considered in
this process including all technical components such as network, hardware, software, etc., and shall be adequately sized to meet the capacity requirements.
4.62.1.5 In case the actual capacity utilization exceeds 75% of the installed
capacity for a period of 15 days on a rolling basis, immediate action shall be taken to enhance the capacity.
4.62.1.6 The actual capacity utilisation shall be monitored especially during the
period of the day in which pay-in and pay-out of securities takes place for meeting settlement obligations.
4.62.2 Depositories shall implement suitable mechanisms, including generation of
appropriate alerts, to monitor capacity utilisation on a real-time basis and shall proactively address issues pertaining to their capacity needs.

208 Reference: SEBI Circular SEBI/HO/MRD/DP/CIR/P/2017/29 dated April 03, 2017

4.63 Trading Supported by Blocked Amount in Secondary Market 209
4.63.1 In its continuing endeavour to provide protection to the investors from the default
of member(s) [‘trading member’ (TM) / ‘clearing member’ (CM)], SEBI has decided to introduce a supplementary process for trading in secondary market based on blocked funds in investor’s bank account, instead of transferring them upfront to the trading member, thereby providing enhanced protection of cash collateral. The said facility shall be provided by integrating Reserve Bank of India (RBI) approved Unified Payments Interface (UPI) mandate service of single-block-and-multiple￾debits with the secondary market trading and settlement process and hereinafter referred as ‘UPI block facility’
4.63.2 Under the proposed framework, funds shall remain in the account of client but will
be blocked in favour of the clearing corporation (‘CC’) till the expiry date of the block mandate or till block is released by the CC, or debit of the block towards obligations arising out of the trading activity of the client, whichever is earlier. Further, settlement for funds and securities will be done by the CC without the need for handling of client funds and securities by the member.
4.63.3 Further, while a UPI block upon creation shall be considered towards collateral, the
same shall also be available for settlement purposes. For the clients who prefer to block lump sum amount, their block can be debited multiple times, subject to available balance, for settlement obligations across days.
4.63.4 The main features of the framework are as under:
4.63.4.1 General features:
4.63.4.1.1 Availing UPI block facility shall be at the option of the investor.
4.63.4.1.2 Shall be introduced as a non-mandatory facility to be provided by the
stock broker.
4.63.4.1.3 Since an investor is allowed to have trading accounts across multiple
stock brokers, an investor can choose to avail UPI block facility under some broker(s) and non-UPI based trading under others. However, once opted for UPI block facility (until they opt out after fulfilling all obligations) under particular broker(s), the following needs to be adhered to in respect of UPI block facility under that broker(s):
4.63.4.1.3.1 All cash collaterals shall be provided through UPI block only.
4.63.4.1.3.2 Cash equivalent collateral such as bank guarantees and fixed
deposits shall not be permitted.

209 Reference: SEBI Circular SEBI/HO/MRD/MRD-PoD-2/P/CIR/2023/99 dated June 23, 2023

4.63.4.1.3.3 Securities collateral to be provided through pledge/re-pledge
system and only those securities can be provided which are in the approved list of CC.
4.63.4.1.3.4 Funds pay-in settlement to be done through UPI block only.
4.63.4.1.4 Collateral and settlement shall continue to be segment-wise, and the
client/TM/CM shall need to transfer/reallocate collateral between segments.
4.63.4.1.5 Running account settlement shall not be supported. CC shall settle the
account of clients using UPI block facility on a daily basis, i.e., any pay￾out due to the client shall be paid out to the client on the settlement day.
4.63.4.1.6 Single block limit of Rs. 5 lakhs shall apply [currently applicable for UPI
based securities market transaction]. However, multiple blocks can co￾exist subject to the overall limit applicable in UPI
4.63.4.2 Eligibility of investors: All investors who are permitted to use RBI’s UPI
facility, and meeting the criteria defined by CCs, shall be eligible.
4.63.4.3 Process (in brief):
4.63.4.3.1 The stock brokers providing the facility shall notify the details of investors
desirous of availing the service to the stock exchange. The stock exchange shall validate the bank and demat account maintained in the Unique Client code (‘UCC’) systems and used for block creation and settlement. The exchanges shall provide relevant details to the CC.
4.63.4.3.2 The block shall be created by client using the UPI application (‘UPI app’)
based on the blocking request initiated through stock broker app. While creating the blocking request under the proposed block mechanism, relevant information such as TM Code, CM Code, Unique Client Code, segment etc. shall be captured by the stock broker and sent to UPI.
4.63.4.3.3 The UPI block shall get created in favour of the CC and can be debited by
the CC only.
4.63.4.3.4 The block shall support multiple debits – i.e., for a block created on day 1,
it can be partially debited multiple times till the exhaustion of amount or expiry/release of the block, whichever is earlier.
4.63.4.3.5 Since the CC shall directly maintain/update the client collateral value
based on the blocking information received from the UPI railroads of National Payment Corporation of India (‘NPCI’) through the CC’s sponsor bank, the stock brokers shall not allocate any collateral for clients under the facility of UPI block. Other procedures such as deemed

allocation of proprietary collateral, validation of 50:50 cash collateral, risk reduction mode monitoring etc. remain unchanged.
4.63.4.3.6 The CC shall debit the UPI block created in its favor to the extent of client
level obligations, and receive the same in its account, without funds going through the clearing bank account of the CM. Securities provided as early pay-in (EPI) by the clients, using the block mechanism provided by depositories shall be received by the CC as per the prevailing process.
4.63.4.4 Settlement
4.63.4.4.1 There shall be two rounds of pay-in and one round of pay-out.
4.63.4.4.2 In Round 1 Pay-in, settlement obligation shall be calculated at client level,
individually, for the clients opting for UPI block facility. There shall be no netting of obligations across different clients opting for UPI block facility and the settlement obligations shall be inclusive of standard statutory levies such as securities transaction tax (STT), stamp duty etc. The first deadline for pay-in shall be for the UPI clients. Clients with payable funds shall provide UPI block atleast to the extent of obligations, and clients with deliverable securities shall ensure availability of securities to the extent of obligations through the prevailing Early Pay-in (EPI) block mechanism wherein the securities given as EPI are blocked in favour of CC in the demat account of the client undertaking sale transaction. At the end of the Round 1 pay-in deadline defined by the CCs, the clients who have not provisioned for their pay-in shall be considered as short.
4.63.4.4.2.1 Round 2 Pay-in
4.63.4.4.2.1.1 The second round of funds obligation shall be a single net
settlement of funds obligation at CM level for (i) proprietary account of CM/TM, (ii) clients not opting for UPI block facility and (iii) shortages from UPI clients in Round 1 pay-in, including shortfall of funds in lieu of securities, if any. [Illustration for funds in lieu of securities: Consider a scenario when a security sold for Rs. 100 was not delivered by client and last closing price available on settlement day for the said security was Rs. 105. In such a case, the CC shall not provide the payout of Rs. 100 to the client and in addition shall debit Rs. 5 from the block amount of the client. In case the blocked amount is insufficient, then CC shall debit this amount to CM.]

4.63.4.4.2.1.2 The second round of securities obligation shall be a single net
settlement at CM level for
(i) proprietary account of CM/TM, and
(ii) clients not opting for UPI block facility, as per the existing process.
4.63.4.4.2.1.3 The CMs shall be required to provide the aforementioned
funds/securities obligations to the CC.
4.63.4.4.2.1.4 If the CMs fail to fulfil the obligation, then such members shall be
treated as short and relevant provisions for shortage handling/default management shall apply
4.63.4.4.3 Pay-out - The pay-out shall be done in a single round after the two pay-in
rounds. The CC shall give pay-out of funds directly to the bank account of the clients opting for UPI block facility, provided they have fulfilled their payin obligations. The CCs shall provide instructions to depositories for securities pay-out to the clients, which shall be directly delivered to client’s account without the need of handling of such securities pay-out by TM/CM. For all other clients and proprietary account of CM/TM, there shall be single net settlement by CC to CM as is currently being done.
4.63.4.5 Release of block
4.63.4.5.1 Client can request for release of block to TM through TM app. TM shall
request CM, and CM shall request CC. In case the TM, CM and CC do not have any residual claim, the CC shall release the block through UPI. Upon release of the block, the client’s bank shall unfreeze the amount in the account of the client. Information regarding release shall be shared by NPCI with CC (through CC’s sponsor bank) who in-turn shall transmit it to CM and TM. Further, since the release of the block is going to result in collateral being unallocated in favour of the client, as per the existing process, the CC shall send a notification to the client regarding the collateral being removed
4.63.4.6 Various scenarios
4.63.4.6.1 An analysis of how various scenarios i.e.
(i) prefunded purchase by client,
(ii) delivery sale by client by EPI,
(iii) purchase/ sale by client supported by margins and (iv) intraday cash market/ derivatives trading,

would be handled under the proposed UPI block facility vis-a-vis the current process is placed as Annexure 28
4.63.4.7 Dealing with shortages:
4.63.4.7.1 Cash Market: Funds shortage
4.63.4.7.1.1 CC shall provide pay-out of securities to the client’s demat account
and instruct the depository to auto-pledge such securities to the TM’s “client unpaid securities pledgee account”.
4.63.4.7.1.2 CC shall maintain the shortage amount of client. The obligation shall
devolve on TM’s CM, who shall settle the same with CC.
4.63.4.7.1.3 If client provides additional block subsequently, the CC shall debit
the amount to the extent of shortfall and provide the same to the CM.
4.63.4.7.1.4 In case client fails to provide the amount, then TM can sell the
securities pledged in favour of Client Unpaid Securities Pledgee Account (CUSPA) and/ or provided by way of margin pledge and mark early pay-in.
4.63.4.7.1.5 Out of the funds pay-out due to the client, amount to the extent of
shortfall shall be paid to the CM who fulfilled the obligation. The remaining funds, if any, shall be paid out to the client.
4.63.4.7.1.6 The CC shall continue to maintain and update the residual short
amount of the client, if any.
4.63.4.7.2 Cash Market: Securities shortage
4.63.4.7.2.1 Funds pay-out shall not be provided to the client. The amount shall
be withheld by CC and used towards requirement of funds in lieu of securities delivered short.
4.63.4.7.2.2 Funds required in lieu of securities shortage in excess of funds pay￾out shall be debited from block amount of client. In case of insufficient
blocked amount, the same shall devolve on clearing member.
[Illustration: Consider a scenario when a share sold for Rs. 100 was not delivered and last closing price available on settlement day was Rs. 105. In such a case, the CC shall not provide the pay-out of Rs. 100 to the client and in addition shall debit Rs. 5 from the block amount of the client. In case the blocked amount is insufficient, then CC shall debit this amount to CM.]
4.63.4.7.2.3 Auction shall be conducted to buy the securities short delivered by
UPI clients.
4.63.4.7.2.4 If actual amount required towards auction purchase or financial
closeout exceeds the pay-out amount referred to in Para 4.63.4.7.2.2

above, the same shall be debited from client block. In case of insufficient client block, the same shall devolve on clearing member.
4.63.4.7.2.5 In case of any devolvement on member, the short amount of client
shall be maintained and in case any blocking is done in future, the block shall be debited to the extent of shortfall and provided to the clearing member
4.63.4.7.3 Shortfall: Derivatives
4.63.4.7.3.1 CC shall debit block to the extent of pay-in requirements, irrespective
of whether such debit causes a margin shortfall. In exceptional circumstances, if pay-in exceeds the margin, the residual amount shall devolve on CM.
4.63.4.7.3.2 In case of margin shortfall, TM/CM can close-out the position of the
client and resultant loss shall be debited to the block or resultant profit shall be paid out to the client by the CC. Till the time TM/CM closes out the position, the provisions related to deemed allocation of proprietary collateral shall apply.
4.63.4.7.3.3 In case obligations have devolved on CM, any pay-out resulting from
close-out of positions, or any new block created by client, to the extent of devolvement, shall be provided to the CM.
4.63.5 Since the framework requires certain changes to be made in the systems and
processes of clearing corporations, stock exchanges, depositories, stock brokers and NPCI, the concerned entities are expected to make requisite changes and test the systems and processes for robustness thereafter to make the facility live by January 01, 2024.
4.63.6 To begin with, the facility may be made available in the equity cash segment. The
CCs may extend the facility to additional segments subsequently.
4.63.7 Further, detailed operational guidelines including mode of brokerage collection
shall be issued by CCs in consultation with relevant stakeholders such as stock exchanges, depositories etc.
4.64 Enhanced Due Diligence for Dematerialization of Physical Securities 210
4.64.1 In terms of Regulation 40 of LODR Regulations, transfer of securities held in
physical mode is not permitted. Standardised norms with respect to documentation/procedure for transfer of physical securities were issued by SEBI.
4.64.2 To augment the integrity of the system in processing of dematerialization request

210 Reference: SEBI Circular SEBI/HO/MIRSD/RTAMB/CIR/P/2019/122 dated November 05, 2019

in respect of the remaining physical shares, the Depositories and the listed companies/RTAs are directed to implement the following due diligence process:
4.64.2.1 All Listed companies or their RTAs shall provide data of their members
holding shares in physical mode, viz. the name of shareholders, folio numbers, certificate numbers, distinctive numbers and PAN etc. (hereinafter, static database) as on March 31, 2019, to the Depositories. The common format for this data shall be specified jointly by the Depositories and be communicated to Issuer companies / their RTAs.
4.64.2.2 Depositories shall capture the relevant details from the static database as
per above para and put in place systems to validate any dematerialization request received after December 31, 2019. Accordingly, the depository system shall retrieve the shareholder name(s) recorded against the folio number and certificate number in Static Data for each DRN request received after this date and validate the same against the demat account holder(s) name as available in the records of the Depositories.
4.64.2.3 In case of mismatch of name on the share certificate(s) vis-à-vis name of the
beneficial owner of demat account, the depository system shall generate flag/alert. In instances, where such flags/alerts have been generated, the following additional documents explaining the difference in name shall be sought, namely
4.64.2.3.1 Copy of Passport
4.64.2.3.2 Copy of legally recognized marriage certificate
4.64.2.3.3 Copy of gazette notification regarding change in name
4.64.2.3.4 Copy of Aadhar Card
4.64.2.4 In the case of complete mismatch of name on the share certificate(s) vis-à￾vis name of the beneficial owner of demat account, the applicant may
approach the Issuer company/RTA for establishing his title/ownership.
4.65 Framework For Adoption Of Cloud Services By SEBI Regulated Entities (REs) 211
Kindly refer SEBI Circular SEBI/HO/ITD/ITD_VAPT/P/CIR/2023/033 dated March 06, 2023 on Adoption of Cloud Services by SEBI Regulated Entities for necessary compliance in respect of Depositories.
4.66 Committees at Market Infrastructure Institutions 212&213

211 Reference: SEBI Circular SEBI/HO/ITD/ITD_VAPT/P/CIR/2023/033 dated March 06, 2023 212 Reference: SEBI Circular SEBI/HO/MRD/DOP2DSA2/CIR/P/2019/13 dated January 10, 2019, and SEBI email dated February 06, 2020 213 Reference: SEBI Circular SEBI/HO/MRD/MRD-PoD-3/2024/088 dated June 25, 2024

A. In order to ensure effective oversight of the functioning of depository (being an Market Infrastructure Institutions (MIIs)), Regulation 30 of the DP Regulations mandates depositories to constitute two functional, three oversight committees and investment committee within each depository. B. Based on the recommendations of the Committee on Strengthening Governance of Market Infrastructure Institutions, the functions, composition and Terms of Reference (TOR) of the statutory committees of MIIs were further deliberated in the Industry Standards Forum (ISF) of MIIs. Taking into consideration the recommendations of the ISF of MIIs and subsequent deliberations, the revised TOR of statutory committees of Depositories is provided as follows:
S.
N.
Name of
Committee
Brief terms of reference
(I) Functional Committees
1 Member
Committee
(MC)
(I) On admission, transfer and surrender of membership/Withdrawal and Change in control a. Formulate the policy to scrutinize, evaluate, accept or reject applications for admission of members (participants), transfer of membership and approve surrender of membership or withdrawal and Change in Control. b. The activities with regard to scrutinizing, evaluating, accepting or rejecting applications for admission, transfer surrender, withdrawal and change in control of membership can be implemented through an Internal Committee (IC) under MC.
c. Define the Standard Operating Procedure (SOP) for the IC, including the
timelines to be followed by IC, its composition, standardize criteria to scrutinize, evaluate, accept and grounds for rejection of applications, and other associated aspects to ensure uniformity and consistency while dealing with applications or cases. For scenarios not covered in the SOP, IC should seek approval of MC. d. Oversee the implementation of the membership policy by the IC, including its timelines, uniformity and consistency in approach, based on quarterly report submitted by IC. MC shall continue to be responsible and accountable for the activities of the IC. (II) On Regulatory Actions e. Ensure that the depository has detailed SOP and processes in place towards monitoring the activities of its members through inspections.

S.
N.
Name of
Committee
Brief terms of reference f. Ensure that there is mechanism for monitoring of its members on various parameters including through adoption of technology and take necessary action for non-compliance. g. Formulate policy to deal with any disciplinary matters relating to various market participants i.e. the participants, clients, issuer or its registrar and transfer agent, clearing members, and other users. This shall include termination or disciplinary action against such constituents such as participants, suspending, expelling or imposing penalty on the participant, freezing the account of the participant, or issuer or its registrar and transfer agent, issuing warning letters etc. The policy should have an SOP for undertaking such actions. h. Based on the laid down policy, consider all cases of violations observed and impose appropriate regulatory measure on the constituents of the depositories.
i. For enforcement against violations, where no discretion of MC is involved,
the same could be delegated to an IC, provided corresponding regulatory action, including penalty amount, if any, is standardised in the policy framed by MC or through a circular issued by depository or SEBI, If the same is delegated, quarterly report in this regard should be placed before MC by the
IC. However, for scenarios which require immediate regulatory action, the
depository shall inform the MC post imposition of such actions. j. Oversee the regulatory actions taken by IC, if delegated, including evaluating that no discretion has been exercised in the process. For any violation by IC, MC will be responsible and liable for the same. k. While imposing the regulatory measure, the Committee shall adopt a laid down process, based on the 'Principles of natural justice’, and 'Principle of proportionality'. The 'Principle of natural justice' may be extended by the MC/IC as applicable.
l. Any review, appeal or waiver of penalty filed shall be placed before MC for
its consideration.
(III) On IPF related aspects:
m. Recommendation in respect of the legitimate claims of the beneficial owners, in case the same is not settled by the beneficial owner indemnity insurance, to the Trustees of the IPF on whether the claim is to be paid out of IPF or otherwise. 2 Nomination and Remuneration (I) Governing Board & its Members related aspects:
a. Scrutinising and interviewing applicants for selecting the MD of the Depository.

S.
N.
Name of
Committee
Brief terms of reference
Committee
(NRC) b. Adhering and developing a skill evaluation metrics to assess applications of new or existing PIDs and NIDs for their appointment and/or reappointment and recommending their names to the Governing Board.
c. Ensuring at all times that the governing board comprises of directors with
required skill set and expertise in the areas as provided in SEBI (Depositories and Participants) Regulations, 2018. d. Ensure compliance with governing board level skill diversity at the time of appointment, reappointment or extension of tenure of PIDs or NIDs. e. Framing & reviewing the policy to carry out internal evaluation of every director’s performance, including that of PIDs. f. Reviewing and recommending extension of the term of appointment and re￾appointment of existing PIDs. g. Appointment of Independent External Professionals (IEPs) II) KMPs related aspects:
h. Identifying KMPs based on importance of activities carried out by them including being key decision makers within the depository, other than those specifically provided under regulation 2(1)(k) of the SEBI (Depositories and Participants) Regulations, 2018. For identifying KMPs, one of the criteria should be, persons (including employees/consultants) drawing annual pay higher than any KMP(s).
i. Review, at least once a year hierarchical set ups across the departments, in
order to identify KMPs due to a change in role and responsibilities assigned to them. Such review should necessarily include, consultants reporting to the MD/CEO or ED. j. The appointment and removal of KMPs, other than resignations. k. Laying down policy for accountability of KMPs. Further, mapping legal and regulatory duties to the concerned position and Delegation of Power (DoP) at various levels
l. Laying down the policy for compensation of KMPs in compliance with the
compensation norms prescribed under D&P Regulations, 2018 and ensuring that the compensation paid to KMPs is as per the compensation policy. m. Framing performance review parameters for evaluation of KMPs, including that of MD. n. Assess the performance of KMPs based on reports submitted by the functional heads/reporting authority and observations if any received from SEBI and submit such reports to the governing board every year. o. Determining the tenure of a KMP, other than a director, to be posted in a particular role within regulatory, compliance, risk management and investor grievance vertical.

S.
N.
Name of
Committee
Brief terms of reference p. Determining and finalizing the Key result areas (KRAs) of all KMPs at the beginning of every year. Review the same in line with organization needs. q. Ensuring that no KMP reports to a non-KMP. (III) On other organisation level related aspects:
r. Ensure that no employee of the depository is working or reporting to an employee of any other company where the depository has invested and vice￾versa. s. Ensure that hiring of consultants is based on a pre-defined SOP of the Depository. t. Framing, reviewing, implementing and monitoring SOP for imposing disciplinary actions against employees of depository. u. Besides the above, it will also discharge the function as Nomination & Remuneration Committee under the Companies Act, 2013 and SEBI (LODR) regulations, 2015 as amended from time to time. (IV) Oversight Committees
3. Standing
Committee on
Technology
(SCOT) a. Ensure the availability of required IT infrastructure for core and critical functions under verticals for “Critical operations” and “Regulatory, compliance, risk management and investor grievances”. b. To ensure existence of adequate Business Continuity Plan (BCP) and Disaster Recovery (DR) plans.
c. Ensuring sound and prudent policies, standards and procedures for
managing technology risks and safeguard information assets in the depository. d. Review the implementation of technology risk management framework and strategy of the depository. e. Monitor whether the technology used by the depository remains up to date and meets the growing demands of the markets. f. Periodic review of the IT system and network architecture design to identify any weaknesses in the existing design. g. Review of In-house availability of appropriate IT staff to manage IT systems and related outsourcing arrangement. h. Monitor the adequacy of system capacity and efficiency.
i. To look into the changes being suggested by the depository to the existing
software or hardware. j. Oversee investigation into the issues related to computerized depository system, such as hanging or slowdown or breakdown etc. k. Ensure that transparency is maintained in disseminating information regarding slowdown or breakdown in the depository system and ensure the depository issue a press release specifying the reason for any such breakdown.

S.
N.
Name of
Committee
Brief terms of reference
l. Approve Root Cause Analysis (RCA) of any stoppage of depository system
and report to the governing board and SEBI. m. Review the implementation of board approved cyber security and cyber resilience policy and its framework and ensure the existence of advanced cyber security and cyber resilience framework at the depository. n. Review the identification and classification process of critical assets based on their sensitivity and criticality for business operations, services and data management. o. Ensuring that the scope of the system audit, cyber audit and VAPT of the depository is broad and representative of all critical areas of the depository. p. Monitoring the results of periodic cyber security and DR drills conducted by depository. q. Review and approve the report regarding overall cyber security posture and technology implementation at the depository and submit to the Governing Board. Upon approval by the governing board, submit the report to SEBI. r. On the above areas, the committee shall submit a report to the Governing Board of the depository for necessary actions, if any. s. Such other matters as may be referred by the Governing Board of the depository and/or SEBI.
4. Regulatory
Oversight
Committee
(ROC)
Oversee the matters related to the following:
a. Surveillance and Investigation:
Oversight of market by generating and providing alerts to stock exchanges on off-market transfers, pledge and account opening/closure related aspects, generation of alerts and providing requisite information to FIU￾IND/Depository Participants for Anti Money Laundering purposes, take necessary action of freezing/unfreezing of beneficiary accounts based upon orders passed by SEBI/stock exchanges/other statutory bodies, monitoring of shareholding for listed and unlisted MIIs as per norms specified by SEBI, appropriate action based on the findings arising out of periodic surveillance meetings, development of new alerts based on learnings from past or ongoing cases, etc., as may be applicable to the depositories. b. Admission of Securities:
i.To consider and decide on the criteria for admission, withdrawal of securities and continuous compliance requirements. ii.To declare any security admitted into Depository as ineligible.
c. Compliance:
i.Oversee implementation and compliance with D&P Regulations, 2018 as amended from time to time and other applicable rules and regulations along with SEBI Circulars and other directions issued thereunder.

S.
N.
Name of
Committee
Brief terms of reference ii.Review the observations arising from various SEBI inspections, ensuring its advisories and findings are appropriately and timely addressed, and reports to governing board on timely basis. iii.Monitor and assess the depository against the PFMIs on an annual basis and submit a report to the governing board of the depository. d. Code of Conduct:
i.Lay down procedures for implementation of the code of conduct and prescribe the reporting formats for disclosures required under the code of conduct. ii.Oversee the compliance of the code of conduct by KMPs and members of statutory committees (except directors) & Institutional mechanism for prevention of Fraud or Market Abuse” of Section 4 of SEBI Master Circular for Depositories at least once in a financial year and also verify the adequacy and operational effectiveness of the systems for internal control. iii.Periodically oversee the dealings in securities by KMPs and IEPs iv.Periodically oversee the trading conducted by firms or corporate entities in which the directors of the Depository hold twenty percent or more beneficial interest or hold a controlling interest. v.While monitoring trades by KMPs and members of statutory committees, ROC shall take into consideration sensitive information held by them as per structured digital database maintained by depository. e. Ensure the adequacy of resources dedicated to functions under verticals for “Critical operations” and “Regulatory, compliance, risk management and investor grievances”. f. Grievance Redressal mechanism:
i. Define policy and SOP for dealing with complaints, by Depository.
ii. Review of complaint resolution process and status of redressal of
grievances of demat account holders, depository participants, Issuers or RTAs with respect to depository operations. This shall include review of complaints remaining unresolved over a long period of time.
iii. Ensuring that Depository takes pro-active actions in case of repeated
nature of complaints against particular Depository Participants. g. Investor Protection and Services:
i. Supervising the functioning of Investor Services Cell of the Depository.
a. Whistleblower Mechanism:

S.
N.
Name of
Committee
Brief terms of reference
i. Frame the Whistle Blower Policy to be approved by the governing
board ii.Communicate the whistle blower policy internally to all persons and display the same on the depository’s website.
iii. Review the whistle blower policy based on feedback received.
b. Review the fees and charges levied by a Depository including comments on its appropriateness, on a periodic basis as well as each time there is change.
5. Risk
Management
Committee
(RMC) a. Formulate a detailed Risk Management Framework (RMF) which shall be approved by the governing board of the depository to ensure continuity of operation at all points of time. b. The RMF shall include the following:
i. The framework for identification of internal and external risks;
ii. Measures for risk mitigation including systems and processes for internal
control and;
iii. Business continuity plan.
c. Monitor each risk associated with the functioning of the depository more
specifically for functions under vertical 1 and 2. d. Review the RMF & Risk Mitigation Measures at least once annually taking into account the changing industry dynamics and evolving complexity. e. Monitor and review enterprise-wide risk management plan and lay down procedures to inform governing board about the risk assessment and mitigation procedures. f. RMC shall coordinate with other committees. In case of any overlap with activities of other committees, RMC may consider views of such committees. g. Monitor implementation of the RMF and also keep the governing board informed about implementation of the RMF and deviation, if any. h. Approve the Half-Yearly Risk report to be submitted by the Chief Risk Officer (CRiO) to SEBI and the governing board of the depository.
i. To comply with the roles and responsibilities as provided under the
Companies Act 2013 and the SEBI (Listing Obligation and Disclosure Requirement), Regulations, 2015.
6. Investment
Committee (IC) a. Evaluate each investment and divestment proposals, whether requiring infusion of funds or otherwise, except treasury investments. b. Evaluate proposals of capital expenditure
c. Make detailed analysis of existing investments.
d. Investment Committee can provide the recommendation along with rationale to the governing Board.

C. The overarching principles for composition and quorum for the statutory committees
at MIIs shall be as under:
Composition of Statutory Committees at MIIs S.N. Name of Statutory Committee Composition

1. Member
   Committee (MC) a. The Committee may include two Key Management Personnel (KMP) including the Managing Director (MD), Non-Independent Directors (NIDs) (other than Executive Director 214), Independent External Professionals (IEPs) along with Public Interest Directors (PIDs). b. The committee shall be chaired by the PID with expertise in Capital Markets.
2. Nomination &
   Remuneration
   Committee (NRC) a. The Committee may include NIDs (other than Executive Director and MD), IEPs along with PIDs. b. IEPs may be part of the committee for the limited purpose of recommendation relating to selection of the MD.
3. Standing
   Committee on Technology
   (SCOT) a. The Committee may include the MD, NIDs (other than Executive Director), at least 2 IEPs along with PIDs. b. The IEPs should be proficient in technology with at least one of them being an expert and practitioner in cyber security.
   c. The Chief Technology Officer (CTO) and Chief
   Information Security Officer (CISO) should be invitees to the meetings of the Committee. d. The committee shall be chaired by the PID with expertise in technology.
4. Regulatory
   Oversight
   Committee
   (ROC) a. The Committee may include NIDs (other than Executive Director and MD) and IEPs, along with PIDs.

214 As per SECC Regulations, 2018 and D&P Regulations, 2018, any employee of an MII may be appointed on the governing board in addition to the managing director and such director shall deemed to be a non-independent director. Such employee of MII appointed to the governing board has been termed as “Executive Director”.

Composition of Statutory Committees at MIIs S.N. Name of Statutory Committee Composition b. Relevant KMP(s) may be invited to the meetings of the committee, whenever required.
c. The Committee shall be chaired by the PID with
expertise in legal and regulatory practices.
5. Risk
Management
Committee
(RMC) a. The Committee may include the MD, NIDs (other than Executive Director) and IEPs, along with PIDs. b. The Chief Risk Officer (CRiO) and CISO should be invitees to the meetings of the Committee.
c. If a PID with expertise in risk management is
present in the governing board, the committee may preferably be chaired by the said PID.
6. Investment
Committee (IC) a. The Committee may include the MD, NIDs (other than Executive Director), IEPs, along with PIDs. a. In any statutory committee, the total number of PIDs shall not be less than the total number of other members of the Committee (including IEPs) put together. In case of SCOT, the total number of PIDs shall not be less than the total number of other members of the Committee, excluding IEPs. b. The Chairperson of each statutory committee at MII shall be a PID.
c. The voting on a resolution in the meetings of the statutory committees at MIIs
shall be valid only when the number of PIDs that have casted their vote on such resolution is not less than the total number of other members put together who have casted their vote on such resolution. d. The invitees, if any, to the meetings of the Committees shall not have any voting rights. e. The casting vote in the meetings of the statutory committees shall be with the Chairperson of the committee.

f. The functions or terms of reference of any statutory committee cannot be delegated. However, for the Member Committee (MC) of MIIs, certain operational activities of the Committee can be delegated to Internal Committee(s) (ICs). In such cases the ICs shall at least have one member from the MC, other than KMPs. g. MIIs shall lay down the policy for the procedure for conducting of meetings, frequency of meetings, timelines for placing of agenda papers, etc., of their statutory committees. D. If certain activities of the MII are not covered under the TOR of statutory committees, the governing board of the MII shall be directly responsible for the functioning and oversight of such activities. Further, in order to ensure accountability within the MII, the governing board and each statutory committee shall identify the KMP(s) or employees for executing the responsibilities assigned to them by the governing board or statutory committees. E. Further, MIIs shall ensure compliance with the following:
a. Over and above the statutory committees, the requirement to have mandatory committees under relevant laws for listed companies shall apply mutatis mutandis to MIIs. b. PIDs in Statutory Committees at MIIs:
i. PIDs on the governing board of a MII shall not act simultaneously as a
member on more than five statutory committees of the MII.
ii. The above restrictions shall not be applicable to committees constituted
under other relevant laws such as The Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, amongst others.
iii. MIIs shall ensure availability of the required number of PIDs in order
to fulfil the requirement of composition of statutory committees.

c. IEPs in Statutory Committees at MIIs:
i. The IEPs forming a part of statutory committees shall be from amongst
the persons of integrity, having a sound reputation and not having any conflict of interest. They shall be specialists in the field of work assigned to the committee; however, they shall not be associated in any manner with the relevant MII, its associates, its subsidiaries, any other entity associated with the MII and its members.
ii. MIIs shall frame the guidelines for appointment, tenure, code of
conduct, etc., of IEPs. Extension of the tenure may be granted to IEPs at the expiry of the tenure, subject to performance review in the manner prescribed by SEBI for PIDs.
iii. The maximum tenure limit of IEPs in a committee of MII shall be at par
with that of PIDs, as prescribed under Regulation 24(3) of the SECC Regulations, 2018.
iv. IEPs shall not use or act on any sensitive information received in
capacity as a member of the statutory committee for obtaining any undue benefit.
v. The members of statutory committees shall abide by the code of
conduct as applicable to them in terms of both SECC Regulations, 2018 and D&P Regulations, 2018.
vi. In the interest of securities market, SEBI may suo moto nominate
members on any statutory committee of the MIIs, if felt necessary.
vii. MIIs shall devise an internal mechanism to obtain regular feedback,
inputs, suggestions, etc. on regulatory, non-regulatory and operational matters from various stakeholders including trading members, clearing members and depository participants, investors, etc.

viii. The newly recognized stock exchange, clearing corporation and
depository shall submit a confirmation to SEBI within three months from the date of their recognition regarding the formation and composition of statutory committees.
4.66.1 Further, while Para 4.66 A provides for the composition that is specific to each
statutory committee at depository, the overarching principles for composition and quorum of the statutory committee at depositories shall be as under, which shall be applicable to all committees.
4.66.1.1 On each committees at depositories, the number of Public Interest
Directors (PIDs) shall not be less than the total of number of shareholder directors, Key Management Personnel (KMPs), independent external persons, etc. put together, wherever shareholder directors, KMPs, independent external persons, etc. are part of the concerned committee
4.66.1.2 PID shall be chairperson of each committee at depository
4.66.1.3 To constitute the quorum for the meeting of the depository committee,
the number of PIDs on each of the committees at depositories shall not be less than total number of other members (shareholder directors, KMPs, independent external persons, etc. as applicable) put together.
4.66.1.4 The voting on a resolution in the meeting of the committees at
depositories shall be valid only when the number of PIDs that have cast their vote on such resolution is equal to or more than the total number of other members (shareholder directors, KMPs, independent external persons, etc., as applicable) put together who have cast their vote on such resolution.
4.66.1.5 The casting vote in the meetings of the committees shall be with the
chairperson of the committee.
4.66.1.6 Apart from that specifically provided in Para 4.66 A, whenever required,
a committee may invite Managing Director, other relevant KMPs and employees of the depository. However, such invitee shall not have any voting rights.
4.66.2 Further, depositories are directed to adhere to the following:
4.66.2.1 Over and above the statutory committees mentioned at Para 4.66 A
above, the committees that are mandated by relevant law for listed companies shall apply mutatis mutandis to depositories.

4.66.2.2 Depositories shall lay down policy for the frequency of meetings, etc.,
for the statutory committees.
4.66.2.3 PIDs in Committees at depositories:
4.66.2.3.1 DP Regulations prescribes that a PID on the board of a depository
shall not act simultaneously as a member on more than five committees of that depository.
4.66.2.3.2 It is clarified that the above limitation on maximum number of
committees that a PID can be member of, shall be applicable only to statutory committees prescribed by SEBI under DP Regulations, and circulars issued thereunder. The said requirement shall not be applicable to committees constituted under Companies Act, 2013, LODR Regulations, amongst others.
4.66.2.3.3 In case of non-availability of adequate number of PIDs in a
depository, the relevant depository shall take steps to induct more PIDs in order to fulfil the requirement of composition of committees within a depository.
4.66.2.4 Meeting of PIDs:
4.66.2.4.1 As per code of conduct for PIDs provided DP Regulations, the PIDs
shall be required to meet separately every six months. It is added that all the PIDs shall necessarily attend all such meetings of PIDs
4.66.2.4.2 The objective of such meetings, shall include inter alia reviewing the
status of compliance with SEBI letters/ circulars, reviewing the functioning of regulatory departments including the adequacy of resources dedicated to regulatory functions, etc. PIDs shall also prepare a report on the working of the committees of which they are member and circulate the same to other PIDs. The consolidated report in this regard shall be submitted to the governing board of the depositories. Further, PIDs shall identify the important issues which may involve conflict of interest for the depository or may have significant impact on the market and report the same to SEBI, from time to time.
4.66.2.5 Independent external persons in committees at depositories:
4.66.2.5.1 The independent external persons forming a part of committees
shall be from amongst the persons of integrity, having a sound reputation and not having any conflict of interest. They shall be specialists in the field of work assigned to the committee; however,

they shall not be associated in any manner with the relevant depository and its members.
4.66.2.5.2 Depositories shall frame the guidelines for appointment, tenure,
code of conduct, etc., of independent external persons. Extension of the tenure may be granted to independent external persons at the expiry of the tenure, subject to performance review in the manner prescribed by SEBI for PIDs. Further, the maximum tenure limit of Independent external persons in a committee of depository shall be at par with that of PIDs, as prescribed under Regulation 25(3) of the DP Regulations.
4.66.3 Performance review of Public Interest Directors (PIDs) 215:
4.66.3.1 In respect of Public Interest Directors (PIDs) appointed in the governing
board of depositories, Regulation 25(3) of DP Regulations, provides the following:
“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 further 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 may be nominated as a public interest director for a maximum of three terms across a depository/recognized stock exchange/recognized clearing corporations, subject to a maximum age limit of seventy-five years.”
4.66.3.2 For complying with the aforementioned regulation, while developing a
framework for performance review of PIDs, depositories need to consider the following:
4.66.3.2.1 Policy for Performance review of PIDs:
4.66.3.2.1.1 The Nomination and Remuneration committee (NRC) of the
depositories will be responsible for framing the performance review policy for PIDs.
4.66.3.2.1.2 Such performance review policy shall include criteria for
performance evaluation, methodology adopted for such evaluation and analyzing the results, amongst others.

215 Reference: SEBI Circular SEBI/HO/MRD/DOP2DSA2/CIR/P/2019/26 dated February 5, 2019

4.66.3.2.1.3 Performance review policy of PID shall include scope for both
internal evaluation as well as external evaluation.
4.66.3.2.1.4 Further, as performance review is not a static process and requires
periodical review, NRC shall also be responsible for reviewing such performance review policy, at least once in 3 years.
4.66.3.2.1.5 Such performance review policy and changes made therein, shall
be approved by the governing board of depository.
4.66.3.2.2 Guiding criteria of Performance Review:
As a part of framing performance review policy, NRC shall be primarily responsible for formulation of performance evaluation criteria. The criteria for performance review of PIDs, which shall be considered for both internal evaluation and external evaluation, may be framed by NRC taking into consideration guiding principles provided below. These principles would serve as a guidance for depositories and the same may be adopted by respective depository, as considered appropriate, with additional principles, if any. Guide for depositories to frame criteria for performance review of PIDs:
a. Qualifications: The PID’s qualification in area of law, finance, accounting, economics, management, administration or another area relevant to the financial markets, including any recent updates in this regard. b. Experience: The PID’s prior experience in area of law, finance, accounting, economics, management, administration or any other area relevant to the financial markets, including any recent updates in this regard.
c. Knowledge and Competency:
 Whether the PID has sufficient understanding and knowledge of the entity in which it operates and the applicable regulatory norms.  Whether the PID has sufficient understanding of the role, responsibilities and obligations of PID under the relevant regulatory norms.  How the PID fares across different competencies as identified for effective functioning of Board of the concerned depository (The depository may list various competencies and mark all PIDs against every such competency e.g. Constructive and analytical decision making abilities).  Whether the PID has sufficient understanding of the risk attached with the business structure. d. Fulfilment of functions:

 Whether the PID understands and fulfils the functions as assigned to him/her by the Board and the regulatory norms.  Whether the PID gives views and opinion on various regulatory matters when comments are invited by SEBI through various means. e. Ability to function as a team:
 Whether the PID is able to function as an effective team- member.  Whether the PID listens attentively to the contributions of others and gives adequate weightage to the views and perception of other Board members.  Whether the PID shares good interpersonal relationship with other directors. f. Initiative:
 Whether the PID actively takes initiative with respect to various areas.  Whether the PID insists on receiving information necessary for decision making.  Whether the concerned PID keeps himself well informed about the functioning of depository and the external environment in which it operates.  Whether the PID remains updated in terms of developments taking place in regulatory areas.  Whether the PID has identified any important issues concerning any matter which may involve conflict of interest for the concerned depository, or may have significant impact on their functioning, or may not be in the interest of securities market, and whether the PID reported same to SEBI.  Whether the PID appropriately deals with critical matters. g. Availability and attendance:
 Whether the PID is available for meetings of the Board and attends the meeting of Governing board and Committees regularly and timely, without delay. It must be ensured that the concerned PID hasn’t remained absent for three consecutive meetings of the governing board and has attended seventy five per cent of the total meetings of the governing board in each calendar year; failing which the PID shall be liable to vacate office. h. Commitment: Whether the PID is adequately committed to the Board and the depository.
i. Contribution:

 Whether the PID has contributed effectively to the entity and in the Board meetings.  Whether the PID participates in the proceedings of Board meetings keeping in mind the interests of various stakeholders.  Whether the PID actively deliberates and contributes on proposed business propositions and strategic decisions taking into consideration pros and cons of such propositions, long term outlook, business goals, cost-benefit analysis, etc. j. Integrity:
 Whether the PID demonstrates highest level of integrity (including conflict of interest disclosures, maintenance of confidentiality, etc.).  Whether the PID strictly adhere to the provisions of the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018, 2018, DP Regulations and any other regulatory provision, as applicable, along-with the code of conduct and code of ethics prescribed under other applicable regulatory norms.  Whether disclosures such as dealing in securities and other regulatory disclosures are provided by the PID on timely basis.  Confirmation on the PID being a Fit & Proper person.  Confirmation that the PID doesn’t disclose confidential information, including technologies, unpublished price sensitive information, unless such disclosure is expressly approved by the Board of directors or required under the applicable laws. k. Independence:
 Whether the PID is independent from the entity and the other directors and there is no conflict of interest.  Confirmation as to non-association of the PID with relevant depository and its member.  Whether the PID keeps regulators informed of material developments in the concerned depository’s functioning, from time to time.
l. Independent views and judgment:
 Whether the PID exercises his/ her own judgment and voices opinion freely.  Whether the PID’s participation in decisions taken during meetings are unbiased, based on ethical judgment and are in strict conformity to the applicable regulatory norms.

 Whether the PID raises his/her concern if anything is observed contrary to regulatory norms and the expected norms of ethical conduct.  Whether the PID is committed to ensure that there is fairness and integrity in depository’s system, in letter as well as spirit.
4.66.3.2.3 Evaluation mechanism:
4.66.3.2.3.1 PIDs shall be subjected to internal evaluation as well as external
evaluation, carrying equal weightage.
4.66.3.2.3.2 Internal evaluation: All the governing board members shall
evaluate the performance of each PID, on an annual basis at the end of every financial year.
4.66.3.2.3.3 External evaluation: PIDs shall also be subject to external
evaluation during their last year of the term in a depository , by a management or a human resources consulting firm. The consultant shall take into consideration the performance of the PID for the entire tenure served in a given depository, at least up to 4 months before expiry of his/ her term. In order to avoid any bias or conflict of interest, external consultant should not be a related party or associated with the depository, the concerned PID or any other governing board members.
4.66.3.2.3.4 Such performance review should be carried out in fair & objective
manner and the review should be recorded with clarity and verifiable facts in a standardized format covering all the relevant criteria / aspects.
4.66.3.2.3.5 While evaluating conflict of interest of a PID, the governing board
of the depository shall also take into consideration provisions of Clause 2(d) of Schedule II Part C of DP Regulations under the head ‘Public Interest Director’; and conflict of interest, if any, of any PIDs should be disclosed to SEBI by the governing board with their comments/ views.
4.66.3.2.4 Disclosure: Performance evaluation criteria for PIDs shall be disclosed
in their annual report as well as on the website of the concerned depository.
4.66.3.2.5 Recommendation to SEBI: After taking into account the performance of
a PID in the concerned depository, on the basis of internal evaluation and external evaluation both carrying equal weightage, NRC shall consider and recommend extension of his / her tenure to the Governing Board of the depository. The Governing Board of the depository shall in-

turn consider and recommend to SEBI if the tenure of the PID is desired to be extended by another term of three years.
4.66.3.2.6 In addition to the other requirements prescribed in performance review
policy of the depositories along-with norms specified in DP Regulations, the following may be considered by NRCs of depositories:
4.66.3.2.6.1 It shall be ensured that the concerned PID hasn’t remained absent
for three consecutive meetings of the governing board and has attended seventy-five per cent of the total meetings of the governing board in each calendar year; failing which PID shall be liable to vacate office.
4.66.3.2.6.2 It shall be ensured that PIDs in the governing boards of
depositories are selected from diverse fields of work, in terms of their qualification and experience.
4.66.3.3 The application for extension of term of a PID shall be accompanied with the
attendance details of PID in the meetings of various mandatory committees and of the governing board of the depository along-with specific reasons for seeking extension of his/her term as a PID. Such specific reasons shall include facts such as whether the concerned PID, during the term served, had identified any important issues concerning any matter which may involve conflict of interest, or have significant impact on functioning of depository, or may not be in the interest of securities market as a whole, and whether the PID had reported the same to SEBI.
4.66.3.4 In terms of DP Regulations, a minimum of two names shall be submitted by
the depository at the time of making request for appointment of PID and extension of the term of existing PID, including appointment of PID for the purpose of broad basing the governing board, against each such vacancy.
4.66.3.5 The aforementioned norms specify the minimum requirements that have to
be complied with by depositories, however the NRCs of depositories may adopt additional and more stringent norms while framing a policy for performance review of PIDs. With regard to the detailed criteria for performance evaluation, as provided in Para 4.66.3.2.2, the same shall serve as an illustrative guide for depositories to frame performance evaluation criteria, both for internal as well as external evaluation, and the same may be adopted by depositories as considered appropriate, with additional criteria, if any.
4.66.3.5.1 Additionally, with regard to tenure of existing PIDs as on February 5, 2019,
following is clarified:

4.66.3.5.1.1 The term of existing PIDs serving in a MII for more than three years,
can be extended, subject to his / her performance review and a maximum tenure of 6 years as PID in that particular MII.
4.66.3.5.1.2 The term of existing PIDs, that have already served for six years or
more in a single MII, shall not be eligible for further extension in that MII.
4.66.4 Parameters for Performance Evaluation of Market Infrastructure Institutions 216
4.66.4.1 Regulation 31(6) of the SEBI (Depositories and Participant Regulations, 2018
(hereafter referred to as “D&P Regulations, 2018”) states that every recognised depository (referred as Market Infrastructure Institutions (MIIs)) shall appoint an independent external agency to evaluate its performance and the performance of its statutory committees within such periodicity and in such a manner as may be specified by the Board.
4.66.4.2 In order to bring consistency and uniformity with respect to evaluations to be
done by the external agency, it was felt that basic minimum standards and principles should be developed along with weightages. Accordingly, the matter was discussed at the Industry Standards Forum (ISF) of MIIs where the broad criteria, the weightage for each criterion, sub-parameters under each criterion, etc. were deliberated. For each sub-parameter, sample Key Performance Indicators (KPIs), both quantitative and qualitative in nature, were identified by SEBI in consultation with the ISF.
4.66.4.3 Based on the deliberations at the ISF of MIIs and subsequent internal
deliberations, the broad framework with basic minimum criteria for independent external evaluation of performance of MIIs has been approved by the Board in its meeting held on June 27, 2024. The minimum criteria for the independent external evaluation of performance of MIIs and their weightages are as under:
S.N. Criteria Weightage
(i) Resilience in technology and processes of MII, in delivery of its core functions. 40% (ii) Investor Education and Protection. 17% (iii) Efficient discharge of Regulatory role by MII. 15% (iv) Compliance with Regulatory Norms. 10% (v) Evaluation of Governance Practices. 8% (vi) Adequacy of Resources. 5%

216 Reference SEBI Circular no. SEBI/HO/MRD/POD-III/CIR/P/2024/127 dated September 24, 2024

(vii) Fair access and treatment to all stakeholders and information disclosure. 5% The above criteria may be subsequently reviewed, depending upon the evolving regulatory and operating context.
4.66.4.4 A broad framework in this regard, developed in consultation with ISF of MIIs
is provided at SEBI Circular no. SEBI/HO/MRD/POD-III/CIR/P/2024/127 dated September 24, 2024 Annexure-A https://www.sebi.gov.in/legal/circulars/sep-2024/parameters-for￾performance-evaluation-of-market-infrastructure-institutions_86974.html
4.66.4.5 Rating Framework
In order to ensure consistency in the manner of assessment and outcomes across similar MIIs, compare performance of such MIIs and monitor trends over time, a rating framework has been developed which would be assigned after evaluation of the MIIs. The rating would reflect the Independent External Agency’s judgment on the performance of the MII in respect of expected outcomes. The rating framework is provided at SEBI Circular no. SEBI/HO/MRD/POD-III/CIR/P/2024/127 dated September 24, 2024 at Annexure-B https://www.sebi.gov.in/legal/circulars/sep￾2024/parameters-for-performance-evaluation-of-market-infrastructure￾institutions_86974.html dated September 24, 2024.
4.66.4.6 Principles for appointment of Independent External Agency: The following
principles shall be adhered to by the MIIs for selection of an independent external agency:
4.66.4.6.1 The Independent External Agency shall be appointed with prior No
Objection Certificate (NOC) from SEBI and on such terms and conditions, including fees, timelines, etc. as may be approved by the Governing Board of the MII.
4.66.4.6.2 The Independent External Agency shall have requisite domain knowledge,
experience and expertise on matters concerning the securities market and the functioning of the MII.
4.66.4.6.3 MII shall ensure that there is no conflict of interest in the appointment of the
Independent External Agency and the Agency had not been employed/hired by the MII for the evaluation period and till submission of the report.
4.66.5 Timelines for External Evaluation
4.66.5.1 The independent external evaluation shall take place once in three years for
each MII. In this regard, the following shall be ensured:
4.66.5.1.1 The first independent external evaluation shall be only for the Financial Year

(FY) 2024-2025. The report of the same shall be submitted to the Governing Board of the MII and SEBI by September 30, 2025.
4.66.5.1.2 b) The subsequent independent external evaluation(s) shall be for a block of
next three FYs and so on. Upon completion, a report in this regard shall be submitted to the Governing Board of the MII and SEBI within 6 months from the end of the 3rd FY to be evaluated.
4.66.6 Performance Evaluation Metrics for KMPs including MD
4.66.6.1 The SEBI D&P Regulations, 2018 require MIIs to clearly define the roles &
responsibilities and the Key Performance Indicators (KPIs) of each Key Management Personnel (KMP) and have performance management mechanisms for their evaluation. Further, these KPIs have to inculcate regulatory, risk management and compliance outcomes.
4.66.6.2 In order to effectively reflect the efforts of the Managing Director (MD) and
KMPs towards outcomes of various functions under Verticals 1 (Critical Operations) and Vertical 2 (Regulatory, compliance, risk management and investor grievances), MIIs shall ensure that their internal performance evaluation metrics have allocated sufficient weightage for these outcomes.
4.66.6.3 The performance evaluation of MD should provide at least 50% weightage
towards Verticals 1 and 2 related outcomes.
4.66.6.4 The performance evaluation of MD and KMPs shall include the minimum
criteria as specified for the MIIs at Annexure-A. However, for KMPs the criteria and corresponding weightages may be adjusted depending upon the specific roles and responsibilities assigned to such KMPs.
4.67 Exemption from clubbing of investment limit for foreign Government agencies and its
related entities 217 and Write-off of shares held by FPIs 218 Kindly refer para titled ‘Monitoring of investment limit at investor group level’ and ‘Write-off of securities held by FPIs’ of https://www.sebi.gov.in/legal/master￾circulars/may-2024/master-circular-for-foreign-portfolio-investors-designated￾depository-participants-and-eligible-foreign-investors-_83689.html dated May 30, 2024 (Master Circular for Foreign Portfolio Investors, Designated Depository Participants and Eligible Foreign Investors)
4.68 Stealing of Customers data registered with NSE/ BSE
4.68.1 Central Economic Intelligence Bureau, Department of Revenue, GOI brought to the
notice of SEBI that certain fraudsters are collecting data of customers who already

217 Reference: SEBI Circular IMD/FPI&C/CIR/P/2020/07 dated January 16, 2020 218 Reference: SEBI Circular SEBI/HO/IMD/FPI&C/CIR/P/2020/177 dated September 21, 2020

into trading either in NSE/BSE and send them bulk messages on the pretext of providing investment tips and luring them to invest with them in their bogus firms by promising huge profits. In view of the above, there is need to sensitize, create awareness among investors about the same.
4.68.2 In this regard, Stock exchanges and Depositories to advise, sensitize their
stockbrokers, investors on the above issue and also that necessary steps, safeguards are taken so that data of the customers/investors registered with the Members/Participants are not shared or revealed to unauthorised persons.
4.69 Advisory regarding remote access and telecommuting 219
4.69.1 In reference to the meeting of the TAC held on April 30, 2020, the Market
Infrastructure Institutions (MIIs) were advised to implement the following measures after taking into consideration the COVID-19 situation:-
4.69.1.1 The MII shall have proper remote access policy framework incorporating the
specific requirements of accessing the enterprise resources securely located in the data centre from home, using internet connection.
4.69.1.2 For implementation of the concept of trusted machine as end users, the MII
shall categorize the machines as official desktops/laptops and accordingly the same may be configured to ensure implementation of solution stack considering the requirements of authorized access. Official devices shall have appropriate security measures to ensure that the configuration is not tampered with. The MII shall ensure that internet connectivity provided on all official devices shall not be used for any purpose other than the use of remote access to data centre resources.
4.69.1.3 If personal devices (BYOD) are allowed for general functions, then
appropriate guidelines should be issued to indicate positive and negative list of applications that are permitted on such devices. Further, these devices should be subject to periodic audit.
4.69.1.4 The MII shall implement the various measures related to Multi-Factor
Authentication (MFA) for verification of user access so as to ensure better data confidentiality and accessibility. VPN remote access through MFA shall also be implemented. It is clarified that MFA refers to the use of two or more factors to verify an account holder’s claimed identity.
4.69.1.5 The MII shall ensure that the trusted machine is the only client permitted to
access the data centre resources. The MII shall ensure that the Virtual Private Network (VPN) remote login is device specific through the binding of the

219 Reference: SEBI MRD email dated May 18, 2020

Media Access Control (MAC) address of the device with the IP address to implement appropriate security control measures.
4.69.1.6 The MII shall explore a mechanism for ensuring that the employee using
remote access solution is indeed the same person to whom access has been granted and not another employee or unauthorized user. A suitable video￾recognition method has to be put in place to ensure that only the intended employee uses the device after logging in through remote access. The MII shall implement short session timeouts for better security. Towards this end, it is suggested that the MII may consider running a mandatory monitor on the device that executes:
4.69.1.6.1 At random intervals takes a picture with the webcam and uploads the
same to the MII’s server,
4.69.1.6.2 At random intervals pops up and prompts biometric authentication with
a timeout period of a few seconds. If there is a timeout, this is flagged on the MII server as a security event.
4.69.1.7 The MII shall ensure that appropriate risk mitigation mechanisms are put in
place whenever remote access of data centre resources is permitted for service providers.
4.69.1.8 Remote access has to be monitored continuously for any abnormal access and
appropriate alerts and alarms should be generated to address this breach before the damage is done. For on-site monitoring, the MII shall implement adequate safeguard mechanism such as cameras, security guards, nearby co￾workers to reinforce technological activities.
4.69.1.9 The MII shall ensure that the backup, restore and archival functions work
seamlessly, particularly if the users have been provided remote access to internal systems.
4.69.1.10 The MII is advised to exercise sound judgement and discretion while applying
patches to existing hardware and software and apply only those patches which were necessary and applicable.
4.69.1.11 The Security Operations Centre (SOC) engine has to be periodically
monitored and logs analyzed from a remote location. Alerts and alarms generated should also be analyzed and appropriate decisions should be taken to address the security concerns. The security controls implemented for the Remote Access requirements need to be integrated with the SOC Engine and should become a part of the overall monitoring of the security posture.
4.69.1.12 The MII shall update its incidence response plan in view of the current
pandemic.

4.69.1.13 The MII shall implement cyber security advisories received from SEBI, CERT￾IN and NCIIPC on a regular basis.
4.69.2 Further, all the guidelines developed and implemented during pandemic situation
shall become SOPs post Covid-19 situation for future preparedness.
4.70 Standard Operating Procedure for handling of technical glitches by Market
Infrastructure Institutions (MIIs) and payment of “Financial Disincentives” thereof 220
4.70.1 MIIs (i.e. Stock Exchanges, Clearing Corporations and Depositories) are
systemically important institutions as they, inter-alia, provide infrastructure necessary for the smooth and uninterrupted functioning of the securities market.
4.70.2 With increasing dependence on technology, as the operations and functioning of
MIIs are fully automated right from order entry to order matching to trade confirmation leading up to clearing and settlement of trades, the instances of technical glitches at MIIs, leading to business disruption/unavailability of services provided by MIIs, have been occurring, despite various mechanisms stipulated by SEBI such as Business Continuity Planning, Disaster Recovery policies, System Audit etc.
4.70.3 The general practice in the computing/technology industry to deal with business
disruption/unavailability of services, is to work with specified downtime and for downtimes beyond such specified time, a pre-defined penalty structure is included in Service Level Agreement.
4.70.4 Considering the criticality of smooth functioning of systems of MIIs (as any
disruption adversely impacts all classes of investors / market participants as well as the credibility of the securities market), specifying a pre-defined threshold for downtime of systems of MIIs becomes desirable. For any downtime or unavailability of services, beyond such pre-defined time, there is a need to ensure that “Financial Disincentive” is paid by the MIIs. This will encourage MIIs to constantly monitor the performance and efficiency of their systems and upgrade/ enhance their systems etc. to avoid any possibility of technical glitches/disruption/disaster and restart their operations expeditiously in the event of glitch/disruption/disaster.
4.70.5 Accordingly, after extensive discussion with various stakeholders, it has been
decided that, MIIs shall :
4.70.5.1 Follow the Standard Operating Procedure (SOP) for handling technical
glitches as detailed under Para A below; and

220 Reference: SEBI Circular SEBI/HO/MRD1/DTCS/CIR/P/2021/590 dated July 05, 2021 and SEBI Circular SEBI/HO/MRD/TPD-1/P/CIR/2024/124 dated September 20, 2024 .

4.70.5.2 Comply with the “Financial Disincentive” structure as detailed under Para
B below.
A. Standard Operating Procedure (SOP) for handling of technical glitches Definition of “Technical Glitch”

1. Technical glitch shall mean any malfunction in the systems of an MII. Malfunction
   in the systems of the MII shall include malfunction in its (a) hardware, or; (b) software, or; (c) any products/ services provided by the MII, whether on account of inadequate infrastructure/ systems or otherwise, which may lead to either stoppage or variance in the normal functions/ operations of systems of the MII. Reporting Requirements
2. The following reporting structure for technical glitches shall be adopted by the
   MIIs:
   S. No. Disruption Reporting
3. No business
   disruption

• Standing Committee on
  Technology (SCOT) of MII
• Governing Board of MII

2. Business disruption • SCOT of MII

• Governing Board of MII
• SEBI
  Business disruption shall mean either stoppage or variance in the normal functions/operations of systems of the MII thereby impacting normal/regular service delivery of the MII.
  2.1. With regard to incidents resulting in business disruption, the following shall
  be submitted by the MIIs to SEBI:
  i. Information of technical glitch on immediate basis but not later than 2 hours
  from the time of occurrence of the glitch; provided that glitches of the nature of a disaster- as defined under Para 4.31 shall be reported immediately upon declaration of disaster.
  ii. Preliminary report within 24 hours of the occurrence of the glitch.
  iii. Comprehensive Root Cause Analysis (RCA) report and corrective action
  taken to address the technical glitch within 21 days of the incident. Such report shall be submitted to SEBI, after placing the same before the Standing Committee on Technology and the Governing Board of the MII and confirming compliance with their observations.
  iv. RCA submitted by the MIIs should inter-alia include exact cause of the
  technical glitch (including root cause from vendor(s), if applicable), exact

duration of the technical glitch, chronology of events, list of business processes/systems and time for which they were impacted, recommendations of SCOT / Governing Board of MII, details of corrective/ preventive measures taken (or to be taken) by MII along with timelines and any other aspect relevant to the technical glitch. As part of the RCA, MIIs are required to demonstrate compliance with various requirements of this SOP. The RCA shall include details regarding time of incident, time when operations were restored and in the event of a disaster, time when disaster was declared.
2.2. All communication and information with regard to technical glitch shall be
shared by the MII with SEBI through a dedicated e-mail id viz. techglitch@sebi.gov.in
2.3. SEBI on identification of the Technical Glitch resulting into Financial
Disincentive to the MIIs, or upon receipt of the information of any such instance shall provide an opportunity to the concerned MIIs to make their submissions in respect of the facts of the case.
2.4. MIIs shall carry out internal examination pertaining to occurrence of technical
glitches to ascertain individual accountability and take appropriate action including suitable recording and reckoning in the performance appraisal of those individuals. SEBI would retain the right to initiate enforcement action against the individuals at the MII, if there is sufficient ground to do so. Placing before TAC
3. With regard to the incidents wherein business is disrupted, the RCA and
corrective action taken, as submitted by the MII, shall be placed before TAC of SEBI. TAC/ SEBI, if it so desires, may seek additional information/ clarification from the MII regarding the technical glitch.
4. In case TAC finds the actions taken by the MII as inadequate, then, based on the
recommendations of TAC, the MII shall be required to address the technical glitch by taking appropriate corrective actions, within the timeline specified by TAC/SEBI. While deciding such timeline, criticality of the malfunction and/or the services/ applications affected by the same shall also be taken into consideration. B. “Financial Disincentive” structure with regard to handling of technical glitches Failure to timely submit RCA

1. In case of delay in submission or submission of incomplete/ inadequate RCA by
   an MII, a “financial disincentive” of Rs.1,00,000 per working day shall be paid by the MII for each working day of delay from the timeline specified at clause 2.1 (iii) of Para 4.70.5 A above or any revised timeline specified by TAC/SEBI for submission of exact RCA. Failure to timely address technical glitch
2. In order to ensure that MIIs address technical glitch within the timeline specified
   by TAC/SEBI, the following progressive slab-wise “financial disincentive” shall be paid from the expiry of the timeline specified by TAC/ SEBI:
   S No.
   No. of working days during which failure continues (i.e. after expiry of the timeline specified by TAC/SEBI) Financial disincentive to be paid by the MII (Rs.)
   i. First 15 working days 2 lakh per working day
   ii. Subsequent 15 working days 3 lakh per working day in
   addition to S No. (i) above
   iii. Beyond 30 working days 25 lakh in addition to S No (i)
   and (ii) above
   Failure to declare disaster within stipulated timelines
3. It has been mandated that, in the event of disruption of any one or more of the
   ‘Critical Systems’, the MII shall, within 30 minutes of the incident, declare that incident as ‘Disaster’. In case of delay in declaration of disaster beyond the timeline specified by SEBI, the following “financial disincentive” shall be paid:
   S.
   No.
   Delay in declaration of disaster beyond abovementioned timeline specified by SEBI Financial disincentive Equivalent (Rs.)
   i. Financial disincentive on MII 10% of average of standalone net
   profit for previous two financial years or Rs. 2 cr., whichever is higher. Failure to restore operations within Recovery Time Objective (RTO)
4. In the event of a disaster, if an MII fails to restore its operations within the RTO
   prescribed by SEBI, i.e. to restore operations of ‘Critical Systems’ including from Disaster Recovery Site within 45 minutes of declaration of Disaster, the following “financial disincentive” shall be paid:

S
No.
Failure to restore operations within the RTO prescribed by SEBI Financial disincentive Equivalent (Rs.) i. Financial disincentive on MII 10% of average of standalone net profit for previous two financial years or Rs. 2 cr., whichever is higher. “Financial disincentive” under Clause 3 and Clause 4 above, in relation to the same disaster, shall be paid only once either under Clause 3 or Clause 4.
5. Further, if an MII fails to restore operations of Critical Systems including from
Disaster Recovery Site within three hours from the occurrence of the disaster, the following additional “financial disincentive” (over and above S No 3 or 4 above) shall be paid:
S
No.
Failure to Restore operations of Critical systems beyond abovementioned timeline Financial disincentive Equivalent (Rs.)
i. Financial disincentive on MII 10% of average of standalone net profit
for previous two financial years or Rs. 2 cr., whichever is higher. Failure to restore normalcy in cases of business disruption, not being in the nature of a Disaster
6. In the event of any business disruption, which is not required to be declared as
“Disaster”, if an MII fails to restore normalcy of operations within 75 minutes of the incident, the following slab wise “financial disincentive” shall be paid by the MII:
S
No.
Failure to Restore normalcy within
Financial disincentive (Rs.)
i. 75 minutes to 3 hours of the incident Rs. 50 lacs
ii. Beyond 3 hours of the incident Rs.1 crore
7. The amount of “financial disincentive” paid as per the above structure shall be
credited by MII to the following funds maintained by it:
S Financial Disincentive on MIIs, Credited to Funds

No.
i. Stock Exchange Investor Protection Fund (IPF)
ii. Clearing Corporation Core Settlement Guarantee Fund
(Core SGF)
iii. Depositories Investor Protection Fund (IPF)
8. Further, the MII shall submit a compliance report within 90 days of occurrence
of disaster/ business disruption to SEBI providing details of payment of “financial disincentives” including computation of “financial disincentives” as per the SOP and the date when the amount was credited to the aforementioned funds.
9. MIIs shall disclose on their websites (and in their respective annual reports), the
details of financial disincentive paid by them on account of technical glitches. Further, listed MIIs shall make appropriate disclosures required in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding any financial disincentive imposed by SEBI on account of technical glitch.
10. The financial disincentives automatically triggered under predefined
circumstances as stated in clauses 1,2,3,4,5,6 above shall be paid by the MIIs. However, these financial disincentives shall be without prejudice to any action as may be initiated by SEBI.
4.70.6 The aforesaid “Financial Disincentives”, when triggered automatically under
predefined conditions, as detailed in Para 4.70.5 B, shall be credited to the Investor Protection Fund/Core Settlement Guarantee Fund maintained by the MII.
4.71 Standard Operating Procedure for handling of Stock Exchange Outage and
extension of trading hours thereof 221
4.71.1 Trading hours of stock exchanges are pre-defined and known to all market
participants including the other Market Infrastructure Institutions (MIIs) to enable them to carry out activities related to continuous trading in securities.
4.71.2 If due to any technical reason or otherwise, continuous trading on stock exchanges
is disrupted, it is of paramount importance that not only all market participants including other MIIs, are promptly informed about the outage but also the trading hours are extended, if required, so as to provide opportunity for smooth closure of intraday positions.

221 Reference: SEBI Circular SEBI/HO/MRD-TPD-1/CIR/P/2023/7 dated January 09, 2023

4.71.3 With a view to ensure that any outage at stock exchange(s) is handled in a
harmonized and consistent manner, the matter was discussed with the MIIs and Standard Operating Procedure with regard to handling of such stock exchange outage in Cash Market and Equity Derivatives segment is detailed below. Definition of Stock Exchange Outage
4.71.4 Stock Exchange Outage shall mean stoppage of continuous trading, either suo moto
by exchange or by virtue of reasons beyond control of stock exchange. Further, stoppage of continuous trading shall not include trading halt on account of index based market-wide circuit breaker. Reporting Requirements for outage
4.71.5 The stock exchange that suffered the outage (referred to as affected stock exchange)
shall intimate about the outage to various stakeholders as mentioned below:
Sl.
No.
Communication to Reporting

1. Market Participants/ Trading
   Members/ Other MIIs
    Immediate but not later than 15 minutes from occurrence of outage. Through broadcast message and by publishing on its website
2. SEBI  Immediate after occurrence of outage. Through
   an email to dedicated email id :
   techglitch@sebi.gov.in
   4.71.6 Further, the affected stock exchange shall update about the ongoing outage in the
   time intervals of 45 minutes from the initial intimation, as mentioned at Para 4.71.5 above, until normalcy to operations is restored. Extension of trading hours, if applicable (as mentioned subsequently from Para 4.71.10 to 4.71.16), shall be mentioned in the intimation by the affected stock exchange. Trading on unaffected segment(s) / exchanges and Resumption of trading on affected stock exchange
   4.71.7 In the event of disruption of trading in one or more market segments of affected
   stock exchange, qualifying as outage, trading in other unaffected segments of the affected exchange shall continue and all other unaffected exchanges shall continue to trade in all of their market segments.
   4.71.8 Affected stock exchange would restore operations to normalcy at the earliest
   including from the Disaster Recovery Site and carry out various activities, in terms of Para 4.31 on Business Continuity Planning (BCP) and Disaster Recovery (DR) and Para 4.70 on Standard Operating Procedure for handling of technical glitches

by Market Infrastructure Institutions (MIIs) and payment of “Financial Disincentives” thereof, as applicable.
4.71.9 A pre-opening session similar to normal pre-opening session would be conducted
for effective price discovery, before resumption of trading. Further, there shall be an advance intimation of at least 15 minutes to various market participants with regard to resumption of trading or start of pre-opening session, as applicable. Extension of trading hours in case of outage
4.71.10 If the trading on the affected stock exchange resumes to normalcy at least one hour
(excluding 15 minutes of pre-opening session, if applicable) before the normal scheduled market closure, trading hours on that day for all stock exchanges would remain unchanged.
4.71.11 If the trading on the affected stock exchange does not resume to normalcy even one
hour (excluding 15 minutes of pre-opening session, if applicable) before the scheduled market closure, trading hours for all stock exchanges would automatically get extended for additional one and half hours for that day and the same would be intimated by the affected stock exchange to market participants, other MIIs and SEBI latest by one hour fifteen minutes before the normal scheduled market closure. Subsequent to the communication from the affected stock exchange, the unaffected stock exchanges would also suitably issue a notice with regard to extension of trading hours on their stock exchanges.
4.71.12 If the trading on the affected stock exchange does not resume to normalcy even 45
minutes (excluding 15 minutes of pre-opening session, if applicable) post normal scheduled market closure, in the case of extension of trading hours, no further trading would be allowed on the affected stock exchange for that day and other stock exchanges would continue to operate till the extended time provided at Para
4.71.11 above to enable smooth closure/settlement of intraday positions. The
affected exchange would have to suitably intimate the same to market participants, other MIIs and SEBI latest by 45 minutes post normal scheduled market closure.
4.71.13 If the occurrence of outage as mentioned in Para 4.71.4 above, happens during the
last trading hour of normal operation and latest before 15 minutes of normal scheduled market closure, trading hours for all stock exchanges would automatically get extended by one and half hours for that day and the same would be intimated by the affected stock exchange to market participants, other MIIs and SEBI immediately but not later than 10 minutes from the occurrence of outage. Subsequent to the communication from the affected stock exchange, the unaffected stock exchanges would also suitably issue a notice with regard to extension of trading hours on their stock exchanges.

4.71.14 Exchanges to put in place a common close out policy, to ensure uniform
methodology of settlement of open positions, in case continuous trading didn’t happen in Cash Market or Equity Derivative Segment of the exchange during last half an hour of trading for the day due to outage.
4.71.15 Extension of trading hours, if any, for Cash Market would result in equivalent
extension of trading hours in Equity Derivative Segment and vice versa, provided trading hours at the start of the day are aligned for both Cash Market and Equity Derivative Segment. Further, Extension of trading hours in the Cash Market would also result in equivalent extension to other secondary market mechanisms conducted during trading hours such as Offer For Sale, Buy back etc.
4.71.16 For illustration, a few scenarios pertaining to extension of trading hours are
tabulated herewith with the assumptions that trading hours for two exchanges A and B in Cash Market and Equity Derivative Segment, at start of the day, are from 09:15 to 15:30 (i.e. excluding pre-opening and post-closing session) and all segments of exchange B are operating unaffected. S No Occurrence of outage Event Extension of trading hours In Equity Derivative Segment of exchange A Normalcy in the said segment restored latest by 14:30 No extension of trading hours for exchange A and B In Cash Market of exchange A Start of Pre-opening latest by 14:15 No extension of trading hours for exchange A and B Any time during the trading hours in Cash Market on exchange A Failure to start Preopening by 14:15 on exchange A Trading hours in Cash Market and Equity Derivative Segment of exchange A and B extended till 17:00 and announcement in this regard to be made latest by 14:15 by the affected stock exchange. Note that such announcement is to be made on the basis of assessment by stock exchange on the likely resumption of normalcy Failure to start Preopening by 16:00 on exchange A No trading permitted in Cash Market on exchange A for the day. Equity Derivative Segment on exchange A and Cash Market and Equity Derivative Segment on exchange B would continue to trade till 17:00. The affected stock exchange to announce latest by 16:15

At 15:05 on exchange A in
Cash Market
Trading hours in Cash Market and Equity
Derivative Segment of exchange A and B extended till 17:00 and announcement to be made by affected stock exchange within 10 minutes of occurrence of outage i.e. by 15:15 At 15:16 on exchange A in Cash Market No extension of trading hours for exchange A and B
4.72 Standard Operating Procedure (SOP) for Reporting of Cyber Security Incidents/
breaches/ deficiencies by MIIs and Imposition of “Financial Disincentive 222 Background
4.72.1 Stock exchanges, Depositories and Clearing Corporations are collectively referred
to as securities Market Infrastructure Institutions (MIIs). These institutions are systemically important for the country’s financial development and provide the infrastructure necessary for the securities market. A smooth and uninterrupted functioning of operations of the MIIs is essential for ensuring the continuity of the securities market. It is, therefore, critical for the MIIs to constantly monitor the performance of their internal processes and systems and upgrade/ enhance their systems with respect to cyber security and cyber resilience so as to eliminate cyber security deficiencies and prevent or minimize the possibility of a cyber security breach.
4.72.2 However, incidents of technical and administrative lapses at MIIs were observed
some of which have arisen due to non-compliance with the extant regulatory framework for cyber security and cyber resilience and which have hindered the smooth functioning of the MIIs and threatened the continuity of the securities market. In the event of such incidents, it should be incumbent on MIIs to address cyber security deficiencies and breaches in a timely manner by taking appropriate corrective actions. It was also observed that the MIIs were non-compliant with the extant regulatory framework for cyber security and cyber resilience in the cyber audit reports and reports from other agencies.
4.72.3 It is decided to levy a “Financial Disincentive” on MIIs in the event of the following
cases:

222 Reference: SEBI Letter SEBI/HO/MRD/CSC/OW/P/2019/22202/1 dated August 28, 2019

4.72.3.1 Non-compliance with the extant cyber security regulations and guidelines
resulting in cyber security breaches, cyber-attacks, cyber security deficiencies or any other cyber security incidents
4.72.3.2 Lackadaisical approach or undue delay in addressing cyber security
deficiencies and breaches
4.72.3.3 Non-reporting/ delay in reporting a cyber security incident/ breach
The intent of this financial disincentive is to encourage MIIs to constantly monitor the performance of their systems and upgrade/ enhance their systems so as to eliminate cyber security deficiencies and prevent or minimize the possibility of a cyber security breach.
4.72.4 In this regard, an SOP for reporting of cyber security breaches and deficiencies by
MIIs and imposition of “Financial Disincentive” is placed below for information and necessary compliance. Definitions
4.72.5 “Cyber security deficiency” shall be defined as loophole, vulnerability or non￾compliance observed in
a. The MII’s stated internal cyber security policy/cyber security protocol/operational guidelines/information security practices or b.The cyber security guidelines specified by SEBI from time to time which threatens or compromises the security, confidentiality, integrity or availability of the MII’s computer resource or cyber assets.
4.72.6 “Cyber security incident” shall be defined as any real or suspected adverse event in
relation to cyber security that violates, explicitly, implicitly, applicable cyber security policy resulting in unauthorized access, denial of service or disruption, unauthorized use of computer resource for processing or storage of information or changes to data or information without authorization.
4.72.7 “Cyber security breach” shall be defined as any incident or security violation that
results in unauthorized or illegitimate access or use by a person as well as an entity, of data, applications, services, networks and/or devices through bypass of the underlying cyber security protocols, policies and mechanisms resulting in the compromise of the confidentiality, integrity or availability of data/information maintained in a computer resource or cyber asset. A cyber security breach is a subset security incident.
4.72.8 “Information security practices” shall be defined as implementation of cyber
security policies and standards in order to minimize the cyber security incidents and cyber security breaches.

4.72.9 “Cyber security policy” shall be defined as a set of documented business rules and
processes for protecting information and the computer resource.
4.72.10 “Cyber security protocol” shall be defined as the official procedure or system of
rules governing the cyber security operations of a MII. The cyber security protocol is usually as subset of the cyber security policy.
4.72.11 “Operational guidelines” refers to any additional set of rules and procedures issued
internally by a MII that compliments its cyber security protocol and information security practices. Reporting Requirements
4.72.12 The following reporting structure for cyber security deficiencies / breach shall be
adopted by the MIIs:
S. No. Issue Reporting

1. Cyber Security Breach /
   Incident
    CERT-In
    SEBI’s Cyber Security Cell
    Standing Committee on Technology of the MII  Governing Board of the MII
2. Cyber Security
   Deficiencies
    Standing Committee on Technology of the MII  Governing Board of the MII  SEBI’s Cyber Security Cell Cases for levy of “Financial Disincentive”
   4.72.13 The “Financial Disincentives” shall be levied in the following cases:
   4.72.13.1 Cyber Security breaches, cyber-attacks and any other cyber security incidents
   occurring on account of non-compliance of SEBI cyber security policies and guidelines and delay in reporting the Root Cause Analysis to SEBI in case of breaches, attacks and incidents. For the above, a “Financial Disincentive of Rs.10,000,00/- {ten lakhs} shall be levied for
   i. each such cyber security breach, cyber-attack or any other cyber security
   incident on account of non-compliance of SEBI cyber security policies and guidelines
   ii. delay in reporting the Root Cause Analysis to SEBI in case such breaches,
   attacks and incidents.

iii. for cyber security breaches, cyber-attacks and any other cyber security
incidents occurring otherwise and where there is a delay in submission of the RCA reports. SEBI prescribed a time period of two weeks from the date of the incident for submission of RCA reports.
4.72.13.2 Cyber Security deficiencies occurring on account of non-compliance of SEBI
cyber security policies and guidelines observed during biannual cyber security audits mandated under Para 4.82 or reports from other agencies. For the above, a “Financial Disincentive” of Rs.500,000/- {five lakhs} shall be levied for each such deficiency from the date of the report.
4.72.13.3 A cyber security breach / incident should be reported as soon as it is discovered
as per the reporting structure specified at Para 4.72.12. A “Financial Disincentive” of INR 10,000,00/- {ten lakhs} shall be levied on those MIIs that
i. Do not report a cyber security breach/incident, or
ii. Delay the reporting of the cyber security breach/incident
4.72.13.4 Failure to timely address the cyber security deficiencies / breaches within the
deadline set by SEBI/ HPSC-CS. The progressive slab-wise structure for imposition of “Financial Disincentives” shall be followed from the expiry of the deadline specified by SEBI/ HPSC-CS. No. of working days post the stated deadline during which the deficiency / cause of breach is not addressed “Financial Disincentive” (Rs) per working day First 15 working days 1 lakh per working day Subsequent 15 working days 2 lakh per working day Subsequent working days 5 lakh per working day
4.72.14 Notwithstanding the reporting structure mentioned at Para 4.72.12 above, the
penalties would start being levied by SEBI at Para 4.72.13.
Proceeds to be credited to SEBI’s IPEF
4.72.15 Further, with view to making such “Financial Disincentives” effective and
meaningful, the amount realized from the same may be credited to the “Investor Protection and Education Fund” of SEBI in accordance with Section 11(1) of SEBI Act, 1992 read with Regulation 4(1)(j) of the Securities and Exchange Board of India (IPEF) Regulations, 2009, which is as follows:
Amounts to be credited to the Fund.
“4. (1) The following amounts shall be credited to the Fund:- (a)… (b)…

(j) such other amount as the Board may specify in the interest of investors.”
4.72.16 The “Financial Disincentive” specified above shall continue to accrue till the time
the issue has been addressed by the MII by taking appropriate corrective actions and the same has been validated by an independent third party.
4.72.17 The amount of “Financial Disincentive” realized as per the above structure shall be
credited by MII to Investor Protection and Education Fund administered by SEBI as mentioned at Para 4.72.15.
4.72.18 Imposition of aforesaid “Financial Disincentive” shall be irrespective of any other
action(s) initiated/taken by SEBI.
4.73 Implementation of Cyber Capability Index 223
Kindly refer SEBI Circular Number SEBI/HO/ITD￾1/ITD_CSC_EXT/P/CIR/2024/113 dated August 20, 2024 on Cybersecurity and Cyber Resilience Framework (CSCRF) for SEBI Regulated Entities (REs).
4.74 Advisory for SEBI Regulated Entities (REs) regarding Cybersecurity best practices 224
Kindly refer SEBI Circular Number SEBI/HO/ITD￾1/ITD_CSC_EXT/P/CIR/2024/113 dated August 20, 2024 on Cybersecurity and Cyber Resilience Framework (CSCRF) for SEBI Regulated Entities (REs).
4.75 Norms for Scheme of Arrangement by unlisted Stock Exchanges, Clearing
Corporations and Depositories 225
4.75.1 To harmonize and bring uniformity in the norms related to scheme of arrangement
for unlisted MIIs in line with provisions currently applicable to listed MIIs, comments of unlisted MIIs were sought and the matter was deliberated in Secondary Market Advisory Committee (SMAC). Taking into account the recommendations of SMAC, the framework for Scheme of Arrangement by unlisted MIIs has been introduced.
4.75.2 The detailed framework for scheme of arrangement by unlisted MIIs is given as
under:
4.75.2.1 The unlisted MII desirous of undertaking a scheme of arrangement or involved
in a scheme of arrangement as per the provisions of Companies Act 2013 shall file the draft scheme of arrangement along with a non-refundable fee with SEBI

223 Reference: SEBI Letter SEBI/HO/MRD/CSC/OW/P/2019/28527/1 dated October 30, 2019, SEBI/HO/MRD/CSC/OW/P/2019/28517/1 dated October 30, 2019 and SEBI MRD email dated November 04, 2019 224 Reference: SEBI Circular SEBI/HO/ITD/ITD_VAPT/P/CIR/2023/032 dated February 22, 2023 225 Reference: SEBI Circular SEBI/HO/MRD/MRD-PoD-3/P/CIR/2023/45 dated March 28, 2023

for obtaining the observation letter or no-objection letter, before filing such scheme with any Court or Tribunal, in terms of requirements specified by SEBI from time to time.
4.75.2.2 The unlisted MII shall pay a fee to SEBI at the rate of 0.1% of the paid-up share
capital of the unlisted or transferee or resulting company, whichever is higher, post sanction of the proposed scheme, subject to a cap of INR 5,00,000.
4.75.2.3 The provisions may not apply to schemes which solely provide for merger of a
wholly owned subsidiary or its division with the parent company. However, such draft schemes shall be filed with SEBI for the purpose of disclosures and the same shall be disseminated on the websites of the unlisted MII.
4.75.3 Information to be provided to SEBI:
4.75.3.1 The unlisted MIIs shall provide the following information to SEBI while filing
the draft scheme of arrangement for obtaining the observation letter or no objection letter:
(b) The Draft Scheme of Arrangement or Amalgamation or Merger or Demerger or Reconstruction or Reduction of Capital, etc. (hereinafter referred as “Scheme”) (c) Approval of the governing board of the unlisted MII for the proposed Scheme. (d) Valuation Report provided by an independent registered valuer, accompanied with an undertaking from the unlisted MII stating that no material event impacting the valuation has occurred during the last 6 months. The Valuation Report is required to be placed before the Audit Committee of the unlisted MII. For the purpose of this clause, the Registered Valuer shall be a person, registered as a valuer, having such qualifications and experience and being a member of an organization recognized, as specified in Section 247 of the Companies Act, 2013 read with the applicable Rules issued thereunder. (e) Report from the Audit Committee recommending the draft Scheme, taking into consideration, inter-alia, the Valuation Report, and also having comments on the following:
i. Need for the Scheme
ii. Rationale of the Scheme
iii. Synergies of business of the entities involved in the Scheme
iv. Impact of the Scheme on the shareholders.
v. Cost benefit analysis of the Scheme.

(f) Fairness opinion on valuation of assets or shares done by the valuer for the unlisted MII shall be taken from an independent SEBI registered Merchant Banker. (g) Shareholding pattern of the unlisted MII pre and post the Scheme. (h) Audited financials of last 3 years (financials not being more than 6 months old) of unlisted entities. (i) Auditor’s Certificate stating that the accounting treatment contained in the Scheme is in compliance with all the Accounting Standards specified by the Central Government under Section 133 of the Companies Act, 2013 read with the rules framed thereunder or the Accounting Standards issued by ICAI, as applicable, and other generally accepted accounting principles. (j) Declaration from the unlisted MII on any past defaults of debt obligations (including listed debt, if any) of the entities forming part of the Scheme. (k) No Objection Certificate (NOC) from the lending scheduled commercial banks or financial institutions or debenture trustees, in case the unlisted MII or entities forming part of the Scheme have any outstanding debt obligation. (l) Report on Complaints containing the details of complaints or comments received by it on the proposed Scheme from various sources (complaints or comments received directly or forwarded by SEBI or any other agency) as per Annexure 31. (m)Detailed Compliance Report as per the format specified at Annexure 32 duly certified by the Company Secretary, Chief Financial Officer and the Managing Director, confirming compliance with various regulatory requirements specified for the Scheme and all accounting standards. (n) The unlisted MII shall ensure that all dues to, and fines or penalties imposed by SEBI or any other agency have been paid or settled before filing the draft Scheme. In case of unpaid dues or fines or penalties, the unlisted entity shall submit to SEBI a ‘Report on the Unpaid Dues’ which shall contain the details of such unpaid dues in the format given at Annexure 33, prior to filing the draft Scheme. (o) The unlisted MII shall provide the information regarding any pending proceedings or litigations against the unlisted MII or entities forming part of the Scheme and the liabilities thereof, if any. (p) Immediately upon filing of the draft Scheme with SEBI, the unlisted MII shall disclose the draft Scheme along with all relevant documents on its website.

(q) Subsequent to filing the draft Scheme with SEBI, no changes to the draft Scheme, except those mandated by the regulators or authorities or court or tribunal, shall be made without specific written consent of SEBI.
4.75.3.2 The valuation report referred to in Para 4.75.3.1(c) above and the fairness
opinion referred to in Para 4.75.3.1 (e) above shall be provided by a Registered Valuer and Independent SEBI Registered Merchant Banker respectively. The Registered Valuer and the merchant banker referred therein shall not be treated as independent in case of existence of any conflict of interest among themselves or with the company, including that of common directorships or partnerships.
4.75.4 Processing of the Draft Scheme by SEBI
4.75.4.1 Upon receipt of the application from the unlisted MII, SEBI shall provide its
observation letter or no-objection letter on the draft Scheme to the MII. While processing the draft Scheme, SEBI may seek clarifications from any person relevant in this regard including the unlisted MII and if required, may also seek an opinion from an Independent Chartered Accountant.
4.75.4.2 SEBI shall endeavour to provide its observation letter or no-objection letter on
the draft Scheme within 30 days from the later of the following:
(a) date of receipt of satisfactory reply on clarifications, if any, sought from the unlisted MII; or (b) date of receipt of opinion from Independent Chartered Accountant, if any, sought by SEBI; or (c) All complaints or comments received by SEBI on the draft Scheme, if any, shall be forwarded to the unlisted MII, for necessary action and resolution of the same.
4.75.5 Validity of observation letter or no-objection letter: The validity of the
observation letter or no-objection letter of SEBI shall be for six months from the date of issuance, within which the Scheme shall be filed with any Court or Tribunal, as required, for approval.
4.76 Procedures for ensuring compliance with Securities Contracts (Regulation) (Stock
Exchanges and Clearing Corporations) Regulations, 2018 (SECC Regulations) by Listed Stock Exchanges 226
4.76.1 Regulation 45 of the SECC Regulations provides for listing of stock exchanges. As
per Regulation 45(1) of the SECC Regulations, the Board may specify such conditions as it may deem fit in the interest of the securities market.

226 Reference: SEBI Circular MRD/DSA/01/2016 dated January 01, 2016

4.76.2 Accordingly, it has been decided to prescribe the following modalities so as to
ensure compliance with the provisions of SECC Regulations:
4.76.2.1 Ensuring holding of 51 per cent by public at all times by the listed stock
exchange:
4.76.2.1.1 The listed stock exchange shall disseminate the details of its shareholding
with category wise breakup, on a continuous basis, on its website. Similarly, the stock exchange where the shares are listed, shall also display the above information.
4.76.2.1.2 The depositories shall put in place necessary system to ensure that the
shareholding of trading members or their associates and agents does not exceed 49 per cent. For this purpose, the depositories shall put in place systems for capturing the shareholding data of trading members or their associates and agents and ensure that there is a mechanism for coordination between the depositories towards sharing of information. The depositories shall also monitor the aggregate shareholding limit of the trading members or their associates and agents based on their demat balance, on a daily basis, at the end of the day. The stock exchange where the shares are listed shall share a list of all trading members or their associates and agents with the depositories to facilitate monitoring of demat balances.
4.76.2.1.3 The trading members or their associates and agents shall obtain prior
approval of the listed stock exchange for further acquisition of shares, once the aggregate shareholding of the trading members or their associates and agents crosses the limit of 45 per cent. The trading members or their associates and agents shall refer to the shareholding pattern under the category of trading members or their associates and agents, to determine/ascertain the available head room before placing the order.
4.76.2.1.4 In the event of trading members or their associates and agents making
purchases without requisite approval as stated above, the depositories shall initiate consequential action such as freezing of voting rights and all corporate benefits in respect of such shareholding till the time the same is divested.
4.76.2.1.5 The divestment of any excess shareholding beyond the specified limit
would be through a special window provided by the stock exchange where the shares of the stock exchange are listed.
4.76.2.2 Ensuring shareholding threshold of 5 per cent or 15 per cent as the case may
be in terms of SECC Regulations:

4.76.2.2.1 The depositories shall put in place a mechanism to ensure that no
shareholder of listed stock exchange gets credit of shares beyond 5 per cent or 15 per cent, as applicable. The depositories shall generate an alert when such holding exceeds 2 per cent and monitor the same under intimation to SEBI.
4.76.2.2.2 The Depository would inform the listed stock exchange as and when
threshold limit is breached and take consequential action such as freezing of voting rights and all corporate actions in respect of such excess holding till the same is divested through the special window.
4.76.3 The stock exchanges, both listed and where the securities are listed, and
depositories shall ensure that aforesaid mechanism is in place.
4.77 Measures to strengthen tracking and reporting of delay in pay-in/pay-out for rolling
settlement 227
4.77.1 SEBI carried out review of existing SOP with regard to tracking of instances of delay
in normal rolling settlement and reporting thereof to SEBI along with the joint monthly report submitted by the CCs/depositories.
4.77.2 The Competent Authority has approved the following measures subsequent to the
aforesaid review to strengthen tracking of intermediate activities in rolling settlement and reporting of settlement delays. This is without prejudice to financial disincentives, if any, emanating from delay in completion of pay-in/pay-out activities.
4.77.3 For tracking of intermediate activities constituting rolling settlement
4.77.3.1 CCs and Depositories may put in place systems to ensure:
4.77.3.1.1 All intermediate activities that may impact rolling settlement (i.e. from
trade date to settlement) are streamlined and the process flow is optimized. If there are dependencies / data shared with other CC/Depository, discussions may be done with the concerned CC / Depository with regard to optimization. Further, all intermediate activities are time stamped with start and finish time of the activity.
4.77.3.1.2 Such intermediate activities are defined along with outer timelines for
each activity after discussion with the concerned stakeholders such as members/participants, DVP agent, participating banks, other Market Infrastructure Institutions (MIIs) etc. to achieve final pay-in and pay-out within SEBI stipulated timelines.

227 Reference: SEBI Email dated January 31, 2022

4.77.3.1.3 Process flow and associated timelines, so decided, are intimated to all the
stakeholders and delay in completion of any of these activities, should be traceable and attributable to one or more entity / MII, as the case may be.
4.77.3.1.4 Procedures to handle various exceptions i.e. scenarios that could result in
settlement delay are documented along with the steps to be taken towards completing settlement processes at the earliest in case of exceptions.
4.77.3.2 On the basis of the aforesaid, CCs and Depositories may separately prepare a
Comprehensive Standard Operating Procedure (CSOP) which is mutually agreed upon by other CCs and Depositories as far as all the timelines and exception handling are concerned. This CSOP would be submitted to SEBI after approval of the Governing Boards of CCs and Depositories.
4.77.3.3 Further, the said CSOP shall also cover action points emanating from 4.77.4
below and would be reviewed periodically by the MIIs to incorporate any regulatory/system changes.
4.77.4 For reporting of Delay in rolling settlement cycle
4.77.4.1 In case of delay in completion of any of the intermediate activities beyond their
pre-agreed time, the respective CCs/Depositories would inform the impacting CCs/Depositories regarding delay in completion of the intermediate activity at their end on immediate basis.
4.77.4.2 CCs shall intimate delay in settlement beyond the stipulated timelines for
settlement for rolling settlement to SEBI (under intimation to depositories). This intimation should be given within one hour of such SEBI stipulated timelines and should inter-alia mention - reasons for delay, entity/MII responsible for the delay and likely completion time of the settlement process.
4.77.4.3 CCs and Depositories shall submit a separate report to SEBI, on a monthly basis
(from February 2022 onwards, replacing the existing joint monthly report), wherein following details are inter-alia provided:
4.77.4.3.1 Day wise completion time for pay-in and pay-out activities
4.77.4.3.2 Details about settlement delays for the month
4.77.4.3.3 Intermediate activity that caused the delay and reason(s) thereof
4.77.4.3.4 Steps taken to address the root cause of the issue
4.77.4.3.5 Review of instances of delay to understand areas of improvement etc.
4.77.4.4 CCs / Depositories would also submit a report to their Governing Boards on
quarterly basis with regard to instances of delay attributable to them in the said quarter. If settlement delay is on account of technical reasons, findings are to be evaluated by the SCOT of the CC / Depository before referring to the Governing Board. The report would inter-alia include the details of individual

instances of settlement delay along with reasons thereof and corrective / preventive actions taken
4.78 Advisory on Security Patch Management Policy 228
4.78.1 All the MIIs are advised to ensure the following:
4.78.1.1 The security patch management policy is audited by an external auditor.
4.78.1.2 Appropriate changes, if necessary, are made to the existing policy on security
patch management.
4.79 Strengthening Resiliency of Websites of Stock Exchanges, Clearing Corporations and
Depositories (MIIs) 229
4.79.1 MII shall take necessary steps to ensure that its website(s) are resilient to cyber￾attack(s).
4.79.2 Redundant websites: MII shall host its website(s) at multiple DNS (Domain
Naming Servers) and hosts. MII shall put-in place suitable systems to switch to alternate website(s) hosted on a different DNS / hosts in the event of a cyber-attack on its primary website(s) and at the same time, shall take necessary steps to recover from the cyber-attack on the its primary website(s).
4.79.3 Web Application Firewall (WAF): MII shall mandatorily deploy Web Application
firewalls of demonstrated capabilities.
4.79.4 Continuous monitoring of the website(s): MII shall deploy suitable and adequate
resources for 24x7 monitoring of its website(s), including monitoring of their website(s) through the SOCs (Security Operations Center).
4.79.5 MII shall periodically conduct penetration testing of its website(s) and related
systems, at the minimum, once in a calendar year.
4.79.6 In cases where services of 3rd party vendors / service providers are availed by the
MII for hosting of its website(s) and for other related areas, MII shall ensure that the cyber security and resilience framework of such 3rd party vendors / service providers are as per the requirements specified by SEBI for MIIs. Further, MII shall include audit of the cyber security and resilience framework of such 3rd party vendors / service providers (limited to the services availed by MIIs) in the scope of its annual system audit.
4.79.7 MII shall implement the principles mentioned in the 'Guidelines for Indian
Government Websites' developed by National Informatics Centre (NIC) and adopted by Department of Administrative reforms and Public Grievances (DARPG) on the areas of 'Website Hosting', 'Website Management', 'Development',

228 Reference: SEBI Email dated September 12, 2022 229 Reference: SEBI Letter SEBI/HO/MRD/DSA/OW/P/2016/31948 dated November 24, 2016 captioned “Strengthening Resiliency of Websites of Stock Exchanges, Clearing Corporations and Depositories (MIIs)”

etc. The said guidelines are available at http://web.guidelines.gov.in/assets/documents/pdf/hand_book.pdf
4.79.8 MII shall frame and implement a Web Server Security Policy that should cover
Network and Host Security Policy, Web Server Backup and Logging Policy, Web Server Administration and Updation Policy, Classification of documents to be published on Web Server, Password Management Policy, Encryption Policy, and Physical Security
4.79.9 In addition to the above, MIIs shall ensure implementation of the following:
4.79.9.1 MIIs shall advise their auditors to give additional emphasis on the Application
Security audit.
4.79.9.2 MIIs shall include suitable IT / Cyber security related certifications
requirements in the criteria for selection of software developers / vendors.
4.79.9.3 MIIs shall ensure that their software vendors undertake security audit of their
systems on a periodic basis (at least once a year).
4.80 Bolstering Cyber Resiliency 230
4.80.1 In order to bolster cyber resiliency MIIs should take following steps:
4.80.1.1 In addition to the current detection and prevention tools deployed at the MIIs
for Network Traffic Analysis and other SIEM solutions, MIIs should start using User and Entity Behaviour Analytics (UEBA) tools for combating cyber threats.
4.80.1.2 The Indian-CERT has set-up a Cyber Swachhta Kendra for analyzing
BOTs/malware characteristics and providing information and enabling citizens for removal of BOTs/malware. MIIs should share their public facing IPs with the Cyber Swachhta Kendra for monitoring purposes.
4.80.1.3 The Standing Committee on Technology (SCOT) of Exchanges and Clearing
Corporations and the IT Strategy Committees (IT-CS) of Depositories should on a quarterly basis review the cyber security preparedness of the respective MIIs and also appraise the Board of MII regarding the same.
4.80.1.4 MIIs should place the details of Cyber-threat vectors and Cyber-attack
scenarios and the corresponding action plan / steps taken to manage such threat vectors and scenarios, before its SCOT or IT-CS for assessing the adequacy of steps taken / efficacy of plans and further improvements. Thereafter, the MII should place a report in this regard before its Board before submitting the same to SEBI.
4.80.1.5 In addition to the periodic vulnerability assessment and penetration testing
conducted by MIIs to evaluate security posture of the MII, the MIIs should

230 Reference: SEBI Email dated November 11, 2017 captioned Bolstering Cyber Resiliency

also conduct periodic table-top exercises, mock drills, etc. to improve its preparedness to handle cyber breach/incident. Such exercises should be followed-up with a detailed review before its SCOT or IT-CS.
4.81 Advisory on Cyber Audit and VAPT 231
With regard to the cyber audit of the MIIs, the following needs to be ensured by the MIIs:
4.81.1 All MIIs should update the scope of the audit as and when any guidelines or
advisory related to cyber security is issued by SEBI.
4.81.2 During cyber audit, evidence should be collected by inspecting physical assets,
records/documents, testing of relevant systems, relevant system generated reports etc. in order to ascertain the compliance of various controls defined by SEBI.
4.81.3 The cyber audit report is to be submitted in the Standardized format. Please refer
to SEBI Circular on CSCRF dated August 20, 2024 for the said standardised format.
4.81.4 Along with cyber audit reports, all MIIs are required to submit to SEBI the
comments of their SCOT and Governing Board.
4.81.5 Scope of cyber audit shall also include testing the functional efficacy of the SOC.
4.81.6 VAPT exercise shall cover all possible ingress and egress points including broker
ICT setup, co-location facility etc.
4.81.7 All MIIs shall conduct Periodic Training for the concerned employees regarding
Cyber Security in line with SEBI Circular on CSCRF dated August 20, 2024and the same has to be checked by the Auditors during cyber audit.
4.81.8 The audit report shall include control wise compliance of all SEBI
circulars/advisories along with the evidences.
4.81.9 All MIIs are advised to include the directions issued by SEBI pursuant to
discussion in HPSC-CS in their regular bi-annual cyber audit.
4.81.10 In order to ascertain the compliance of identification of critical assets as per SEBI
Circular on CSCRF dated August 20, 2024, process of identification of critical assets and its implementation should be assessed during cyber audit.
4.81.11 For minimum baseline standards followed for conducting VAPT, please refer to
SEBI Circular on CSCRF dated August 20,.
All MIIs are advised to ensure the strict compliance of the said advisory and shall also bring the same to the notice of the concerned cyber auditors.

231 Reference: SEBI Email dated December 28, 2022

4.82 Comprehensive Review of Cyber Security at Stock Exchanges, Clearing Corporations
and Depositories (MIIs) 232
Kindly refer SEBI Circular Number SEBI/HO/ITD￾1/ITD_CSC_EXT/P/CIR/2024/113 dated August 20, 2024 on Cybersecurity and Cyber Resilience Framework (CSCRF) for SEBI Regulated Entities (REs).
4.83 Activity schedule for depositories for T+1 rolling Settlement 233&234&235
4.83.1 The activity schedule for T+1 Rolling Settlement is as under:
Sr.
No.
Day Time Description of activity
1 T Trade Day
2 T+1
By 07:30 AM Completion of custodial confirmation of trades to Clearing Corporation (“CC”). By 09:00 AM Download of final obligations to custodians and members by CC By 11:00 AM Pay-in of securities and funds. By 01.30 PM Pay-out of funds. By 03.30 PM Pay-out of securities.
4.84 Advisories related to Technology
4.84.1 Advisory on Technology related Investments and Planning by Market Infrastructure
Institutions (MIIs) 236
4.84.1.1 The operations and functioning of MIIs are driven by technology systems,
with their critical operations requiring robust technology infrastructure to enable trading, transfer/ holding of securities, clearing and settlement and information dissemination etc. as applicable. MIIs, in a sense, today can be categorized as a technology company, running a constellation of IT systems, serviced by different technology vendors.

232 Reference: SEBI Letter SEBI/HO/MRD/DSA/OW/P/2018/000005436/5 dated February 21, 233 Reference: SEBI Circular DCC/FITTC/Cir-19/2003 dated March 4, 2003 and SEBI Circular MRD/DoP/SE/Dep/Cir-18/2005 dated September 2, 2005 234 Circular No.SEBI/HO/MRD2/DCAP/P/CIR/2021/628 dated September 07, 2021 235 SEBI/HO/MRD/MRD-PoD-2/P/CIR/2024/137 dated October 10, 2024 236 SEBI letter dated December 27, 2023

4.84.1.2 Recent years have witnessed rapid pace of market development including
significant growth of investor activity and market volumes. This has been coupled with evolving landscape of technology catering to securities market. Existing business processes have been increasingly getting digitized by the MIIs, due to change in market dynamics as well as Regulatory mandates. With such significant changes in the technology systems at MIIs, there is a need for upgradation of existing systems to make them up to date to cater to future growth as well as to implement Regulatory changes. It is therefore important that technology systems of MIIs keep up with the advancement and sophistication in the field of technology.
4.84.1.3 To ensure the aforesaid, continuous monitoring of technology infrastructure
and systems, along with that of allied processes, is needed for early identification of requirements pertaining to additional investments in technology infrastructure/ systems and technology related human resources.
4.84.1.4 Accordingly, MIIs are advised to:
4.84.1.4.1 Review existing strategies/ frameworks for technology related
investments/ expenses.
4.84.1.4.2 Formulate short term, medium term and long term Technology
Investment Plan and Technology Human Resource Plan and periodically review them. Further, MIIs to ensure that such plans are pro-active, future-oriented and attuned to the criticality of technology for its functioning.
4.84.1.4.3 Formulate a comprehensive framework for budgeting of annual
financial requirements for technology related investments/ expenses.
4.84.1.4.4 Review organisational structure and employee strengths across various
IT/ technology related departments/verticals. This should include review of outsourcing policies and responsibility mapping of internal staff for such outsourced functions.
4.84.1.4.5 Review internal governance frameworks, human resource strategies and
risk frameworks pertaining to technology operations.

4.84.2 Advisory on automation/review of operational processes involving IT systems
of Market Infrastructure Institutions (MIIs) 237
4.84.2.1 Rapid advancement in the field of technology, over the past few years, has not
only resulted into operations of Market Infrastructure Institutions (MIIs) increasingly getting automated and executed through an array of IT systems but also into continuous upgrade/enhancements in these systems to meet technology / regulatory / business needs.
4.84.2.2 On the other hand, in the recent past, instances of disruption in business
operations of MIIs have been observed on account of system related issues. Root cause for some of these glitches could be traced back to manual error/oversight during setting up of certain system configuration or error in executing Begin of Day (BoD) or End of Day (EoD) activities.
4.84.2.3 Continuous availability of systems is cornerstone of operations of the MIIs.
While MIIs have business continuity policies and vendor management / outsourcing framework, adequate focus also needs to be provided to error free execution of aforesaid routine activities. Increased and effective use of automation and system driven pre-checks/alerts along with Standard Operating Procedures for routine daily activities / troubleshooting / production release of components, become critical in eliminating technology / operational risk.
4.84.2.4 In view of the aforesaid, MIIs are advised to:
4.84.2.4.1 Carry out comprehensive review of all the operational processes related
to EoD and BoD activities and put in place a framework to periodically review them. The said review may be carried out from the perspective of automation of these activities, formulation of SOPs and system driven validations/monitoring alerts covering various scenarios to ensure uninterrupted and error-free functioning of systems as well as timely generation of EoD/BoD reports for members and market participants.
4.84.2.4.2 Put in place similar framework for one off / non-routine
events/activities such as introduction of new component/functionality, troubleshooting, activities pertaining to mock trading etc.

237 SEBI letter dated April 23, 2024

4.84.2.4.3 Ensure that all activities/processes related to or impacting system
configuration, for clauses 4.84.2.4.1 and 4.84.2.4.2 above, are carried out or overseen by employee(s) of MII competent to understand the operational implications of such technical activities
4.84.3 Process for freezing/un-freezing of accounts/holdings pursuant to issuance of
orders of SEBI/ Securities Appellate Tribunal(SAT)/ Supreme Court of India/ other courts 238
4.84.3.1 At present, orders issued by SEBI and/or Hon’ble SAT/Supreme Court of
India/other courts (hereinafter referred to as tribunal/court) are intimated to Market Infrastructure Institutions (MIIs), Mutual Funds(MFs) and Registrar and Transfer Agents (RTAs) for taking consequent actions by the concerned Department of SEBI.
4.84.3.2 In order to streamline and expedite the said process of taking consequent
actions pursuant to issuance of orders by SEBI and/or tribunal/court, directing freezing/ un-freezing of accounts/holdings, it has been decided to introduce a new automated mechanism, which would be monitored by a Centralized Coordination Cell of SEBI. The salient features of the new mechanism are as follows: -
4.84.3.2.1 An automated process would be set up for sending intimations by SEBI
to MIIs, MFs and RTAs in a standardized format from the SEBI’s Case Management System(CMS) portal in respect of issuance of orders by SEBI and/or tribunal/court for freezing/un-freezing of accounts/holdings for seamless implementation of the directions.
4.84.3.2.2 A Centralized Coordination Cell under the Enforcement Department-1
(EFD-1) of SEBI has been formed to monitor/ensure timely compliance with directions for freezing/un-freezing of accounts/holdings in a time bound manner. The cell will undertake the necessary co-ordination with MIIs, MFs, RTAs and/or the concerned department of SEBI for timely implementation of the directions.

238 SEBI letter dated February 22, 2024

4.84.3.2.3 In order to ensure that the consequent actions pursuant to issuance of
orders by SEBI and/or tribunal/court are acted upon on an immediate basis, the intimations regarding the orders of SEBI and/or tribunal/court directing freezing/ un-freezing of accounts/holdings, would be sent to the generic email IDs of MIIs, MFs and RTAs.
4.84.3.2.4 MIIs, MFs and RTAs shall establish clear ownership of their dedicated
generic email ID at all times and ensure that there is due diligence at their end to ensure compliance with orders of SEBI and/or tribunal/court in a time bound manner.
4.84.3.2.5 In case of any query/ further clarification required by MIIs, MFs and
RTAs, they can contact the generic email ID of the Centralized Coordination Cell of EFD-1 of SEBI. The Centralized Coordination Cell would ensure that the clarification is sent to the concerned MII/MF/RTA in a time bound manner by coordinating with the concerned department of SEBI.
4.84.3.2.6 MIIs, MFs and RTAs shall develop the capability to generate the relevant
system generated reports with respect to directions passed by SEBI and/or tribunal/court vis-a-vis actions taken by them for reconciliation/monitoring.
4.84.3.3 The following schematic diagram illustrates the functioning of aforesaid
devised automated process:
Back-up Scenario
SEBI
Centralized
Portal
Centralized Coordination Cell of
SEBI
MIIs
RTAs
MFs
SEBI/Tribunal/Court orders
Auto￾trigger of email
For any query
Manual
Email trigger
Concerned Dept. of
SEBI

4.84.3.4 In view of the above, MIIs are requested to take necessary steps to put in
place requisite systems/mechanisms/framework for implementation of the above.
4.85 Wind-Down Plan of Depositories 239
4.85.1 The Depository System Review Committee (DSRC) during assessment of the
depository framework vis-a-vis the Committee on Payment and Settlement Systems-International Organisation of Securities Commissions (IOSCO) principles for Financial Market Infrastructure, recommended that there is a need for the depositories to have a well-documented framework for orderly winding down of the depository operations including making necessary legal provisions in the Depositories Act, 1996 and the rules and regulations framed thereunder.
4.85.2 In view of the recommendations of DSRC, the Securities and Exchange Board
of India (Depositories and Participants) Regulations, 1996 were amended to include a provision regarding wind-down plan. Accordingly, in terms of Regulation 51 of the Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018, every depository shall devise and maintain a wind-down plan in accordance with guidelines specified by the Board.
4.85.3 In this regard, the following broad guidelines are hereby issued:
i. A wind-down plan would be necessary for scenarios such as insolvency of
the depository or the inability of the depository to provide critical depository operations/services or the erosion of net-worth (as defined below) of the depository. The threshold for calculation of erosion of net-worth is defined as the higher of the following:
a) The net-worth requirement for Depository as specified by SEBI in Depositories & Participants Regulations, 2018 (as modified time to time), or b) Sum of 25% of annual gross operational expenses for last Financial Year and Liquid Net Assets equal to six months of current operating expenses, funded by equity, as specified in FMI Principles.

239 SEBI letter No. MRD/DoPII/DSAII/OW/2019/ 3662/1 dated February 07, 2019

ii. Upon the occurrence of any of the scenarios as described above, the
depository shall bring the same to the notice of SEBI.
iii. The governing board shall prepare a restoration plan to either infuse funds
or dispose its investments or borrow additional funds as debt or in any other manner, to meet with the requirements. Such a restoration plan shall be submitted to SEBI within one month of the occurrence of any of the scenarios mentioned under 3 (i). The restoration plan of depository shall also mention the timeline for paras 3 (iv) & (v) below, however, the aggregated time for 3 (iv) & (v) should not be more than 3 months.
iv. Where the depository fails to implement the restoration plan within
specified time (as mentioned in restoration plan), it may undergo an orderly wind down.
v. The Governing Board of such Depository shall pass a resolution within
specified time (as mentioned in restoration plan), regarding the inability of the Depository to function, carry out critical operations and provide Depository services, which shall be submitted to SEBI on the day of passing of such a resolution.
vi. In such an event, SEBI may, in consultation with the Government if
required, make alternate arrangements, such as supersession of the governing board, induction of shareholders and infusion of capital, etc, or alternatively direct transfer of demat accounts and operations to a different depository. In case of transfer of operations to another depository, the participants, issuers, beneficial owners and registrar and share transfer agents of such depository, the agreements entered into by such individuals and entities with the depository shall be assigned and deemed to be entered into with another depository. The transition period for transfer of beneficial owner accounts, connectivity of issuers, participants and registrar and share transfer agents shall be as decided by the governing Board of the depository which is winding down in consultation with SEBI.

4.86. Charges levied by Market Infrastructure Institutions – True to label 240
4.86.1 Market Infrastructure Institutions (MIIs) being public utility institutions act
as first level Regulator and are entrusted with the responsibility of providing equal, unrestricted, transparent and fair access to all market participants. The principle of equal, fair and transparent access by MIIs is highlighted in Regulation 39 (3) of Securities Contracts (Regulations) (Stock Exchange and Clearing Corporations) Regulations, 2018 and Regulation 82 of SEBI (Depositories and Participants) Regulations, 2018.
4.86.2 Upon examination of existing processes related to charges levied by MIIs on
their members (i.e. stock brokers, depository participants, clearing members), it was observed that a volume based slab-wise charge structure is followed by some MIIs. These charges are levied in lieu of various services offered by MIIs and are recovered from the end clients by members. It has also been observed that members generally recover such charges from the end clients on daily basis whereas MIIs receive aggregate charges from the members on monthly basis.
4.86.3 The aforesaid process can result in a situation wherein the aggregated charges
collected by the members from the end clients is higher than the end of month charges paid to the MII (due to slab benefit). This can also result in an incorrect or misleading disclosure to the end client about the charges levied by MIIs.
4.86.4 The aforesaid matter was deliberated with the Secondary Market Advisory
Committee (SMAC) of SEBI, wherein it was observed that in addition to impacting transparency, the existing slab-wise charge structure of MIIs can also create a hindrance for the MIIs in ensuring equal and fair access to all market participants by impacting level playing field between members owing to their size differentials.
4.86.5 In view of the aforesaid concerns and as per deliberations with SMAC, it has
been decided that the MIIs would comply with following additional principles while designing the processes for charges levied on their members which are to be recovered from the end clients:
4.86.6 The MII charges which are to be recovered from the end client should be True
to Label i.e. if certain MII charge is levied on the end client by members (i.e.

240 Circular No. SEBI/HO/MRD/TPD-1/P/CIR/2024/92 dated July 01, 2024

stock brokers, depository participants, clearing members), it should be ensured by MIIs that the same amount is received by them.
4.86.7 The charge structure of the MII should be uniform and equal for all its
members instead of slab-wise viz. dependent on volume/activity of members.
4.86.8 To begin with, the new charge structure designed by MIIs should give due
consideration to the existing per unit charges realized by MIIs so that the end clients are benefitted with the reduction of charges.

Annexures
Annexure 1

Annexure 2

INSTRUCTIONS/CHECK LIST FOR FILLING KYC FORM A. IMPORTANT POINTS:

1. Self-attested copy of PAN card is mandatory for all clients, including
   Promoters/Partners/Karta/Trustees and whole time directors and persons authorized to deal in securities on behalf of company/firm/others.

2. Copies of all the documents submitted by the applicant should be self-attested
   and accompanied by originals for verification. In case the original of any document is not produced for verification, then the copies should be properly attested by entities authorized for attesting the documents, as per the below mentioned list.

3. If any proof of identity or address is in a foreign language, then translation into
   English is required.

4. Name & address of the applicant mentioned on the KYC form, should match with
   the documentary proof submitted.

5. If correspondence & permanent address are different, then proofs for both have
   to be submitted.

6. Sole proprietor must make the application in his individual name & capacity.

7. For non-residents and foreign nationals, (allowed to trade subject to RBI and
   guidelines under Foreign Exchange Management Act, 1999 (“FEMA”)), copy of passport/PIO Card/OCI Card and overseas address proof is mandatory.

8. For foreign entities, CIN is optional; and in the absence of DIN no. for the
   directors, their passport copy should be given.

9. In case of Merchant Navy NRI’s, Mariner’s declaration or certified copy of CDC
   (Continuous Discharge Certificate) is to be submitted.

10. For opening an account with Depository participant or Mutual Fund, for a minor,
    photocopy of the School Leaving Certificate/Mark sheet issued by Higher Secondary Board/Passport of Minor/Birth Certificate must be provided.

11. Politically Exposed Persons (PEP) are defined as individuals who are or have
    been entrusted with prominent public functions in a foreign country, e.g., Heads of States or of Governments, senior politicians, senior Government/judicial/ military officers, senior executives of state owned corporations, important political party officials, etc. B. Proof of Identity (POI): - List of documents admissible as Proof of Identity:

12. Unique Identification Number (UID) (Aadhaar)/ Passport/ Voter ID card/
    Driving license.

13. PAN card with photograph.

14. Identity card/ document with applicant’s Photo, issued by any of the following:
    Central/State Government and its Departments, Statutory/Regulatory Authorities, Public Sector Undertakings, Scheduled Commercial Banks, Public Financial Institutions, Colleges affiliated to Universities, Professional Bodies such as ICAI, ICWAI, ICSI, Bar Council etc., to their Members; and Credit cards/Debit cards issued by Banks.
    C. Proof of Address (POA): - List of documents admissible as Proof of
    Address:(*Documents having an expiry date should be valid on the date of submission.)

15. Passport/ Voters Identity Card/ Ration Card/ Registered Lease or Sale
    Agreement of Residence/ Driving License/ Flat Maintenance bill/ Insurance Copy.

16. Utility bills like Telephone Bill (only land line), Electricity bill or Gas bill - Not
    more than 3 months old.

17. Bank Account Statement/Passbook -- Not more than 3 months old.

18. Self-declaration by High Court and Supreme Court judges, giving the new
    address in respect of their own accounts.

19. Proof of address issued by any of the following: Bank Managers of Scheduled
    Commercial Banks/Scheduled Co-Operative Bank/Multinational Foreign Banks/Gazetted Officer/Notary public/Elected representatives to the Legislative Assembly/Parliament/Documents issued by any Govt. or Statutory Authority.

20. Identity card/document with address, issued by any of the following:
    Central/State Government and its Departments, Statutory/Regulatory Authorities, Public Sector Undertakings, Scheduled Commercial Banks, Public Financial Institutions, Colleges affiliated to Universities and Professional Bodies such as ICAI, ICWAI, ICSI, Bar Council etc., to their Members.

21. For FPI, Power of Attorney given by FPI to the Custodians (which are duly
    notarized and/or apostiled or consularised) that gives the registered address should be taken.

22. The proof of address in the name of the spouse may be accepted.

23. Aadhaar Letter issued by UIDAI 241
    D. Exemptions/clarifications to PAN
    (*Sufficient documentary evidence in support of such claims to be collected.)

24. In case of transactions undertaken on behalf of Central Government and/or State
    Government and by officials appointed by Courts e.g. Official liquidator, Court receiver etc.

25. Investors residing in the state of Sikkim.

26. UN entities/multilateral agencies exempt from paying taxes/filing tax returns in
    India.

27. SIP of Mutual Funds upto Rs 50, 000/- p.a.

28. In case of institutional clients, namely, FPIs, Mutual Funds (MFs), Venture
    Capital Funds (VCFs), Foreign Venture Capital Funds (FVCIs), Scheduled Commercial Banks, Multilateral and Bilateral Development Financial Institutions, State Industrial Development Corporations, Insurance Companies registered with IRDA and Public Financial Institution as defined under section 2(72) of the Companies Act, 2013, Custodians shall verify the PAN card details with the original PAN card and provide duly certified copies of such verified PAN details to the intermediary. E. List of people authorized to attest the documents:

29. Notary Public, Gazetted Officer, Manager of a Scheduled Commercial/ Co￾operative Bank or Multinational Foreign Banks (Name, Designation & Seal
    should be affixed on the copy).

30. In case of NRIs, authorized officials of overseas branches of Scheduled
    Commercial Banks registered in India, Notary Public, Court Magistrate, Judge, Indian Embassy /Consulate General in the country where the client resides are permitted to attest the documents. F. In case of Non-Individuals, additional documents to be obtained from non￾individuals, over & above the POI & POA, as mentioned below:
    Types of entity Documentary requirements

241 Reference: SEBI Circular CIR/MIRSD/ 09 /2012 dated August 13, 2012

Corporate  Copy of the balance sheets for the last 2 financial years (to be submitted every year).  Copy of latest share holding pattern including list of all those holding control, either directly or indirectly, in the company in terms of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, duly certified by the company secretary/Whole time director/MD (to be submitted every year).  Photograph, POI, POA, PAN and DIN numbers of whole time directors/two directors in charge of day to day operations.  Photograph, POI, POA, PAN of individual promoters holding control - either directly or indirectly.  Copies of the Memorandum and Articles of Association and certificate of incorporation.  Copy of the Board Resolution for investment in securities market.  Authorised signatories list with specimen signatures. Partnership firm  Copy of the balance sheets for the last 2 financial years (to be submitted every year).  Certificate of registration (for registered partnership firms only).  Copy of partnership deed.  Authorised signatories list with specimen signatures.  Photograph, POI, POA, PAN of Partners. Trust  Copy of the balance sheets for the last 2 financial years (to be submitted every year).  Certificate of registration (for registered trust only).  Copy of Trust deed.  List of trustees certified by managing trustees/CA.  Photograph, POI, POA, PAN of Trustees. HUF  PAN of HUF.  Deed of declaration of HUF/ List of coparceners.  Bank pass-book/bank statement in the name of HUF.  Photograph, POI, POA, PAN of Karta. Unincorporated association or a body of individuals  Proof of Existence/Constitution document.  Resolution of the managing body & Power of Attorney granted to transact business on its behalf.  Authorized signatories list with specimen signatures.

Banks/Institutional
Investors
 Copy of the constitution/registration or annual report/balance sheet for the last 2 financial years.  Authorized signatories list with specimen signatures. Foreign Portfolio Investors (FPI)  Copy of SEBI registration certificate.  Authorized signatories list with specimen signatures. Army/Government Bodies  Self-certification on letterhead.  Authorized signatories list with specimen signatures. Registered Society  Copy of Registration Certificate under Societies Registration Act, 1860.  List of Managing Committee members.  Committee resolution for persons authorised to act as authorised signatories with specimen signatures.  True copy of Society Rules and Bye Laws certified by the Chairman/Secretary.

Annexure 3
Rights and Obligations of Beneficial Owner and Depository Participant as prescribed by SEBI and Depositories General Clause

1. The Beneficial Owner (BO) and the Depository participant (DP) shall be bound by the
   provisions of the Depositories Act, 1996, Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 (DP Regulations), rules and regulations of Securities and Exchange Board of India (SEBI), circulars/notifications/guidelines issued there under, bye laws and business rules/operating instructions issued by the depositories and relevant notifications of Government Authorities as may be in force from time to time.

2. The DP shall open/activate demat account of a beneficial owner in the depository
   system only after receipt of complete Account opening form, KYC and supporting documents as specified by SEBI from time to time. Beneficial Owner information

3. The DP shall maintain all the details of the beneficial owner(s) as mentioned in the
   account opening form, supporting documents submitted by them and/or any other information pertaining to the beneficial owner confidentially and shall not disclose the same to any person except as required by any statutory, legal or regulatory authority in this regard.

4. The BO shall immediately notify the DP in writing, if there is any change in details
   provided in the account opening form as submitted to the DP at the time of opening the demat account or furnished to the DP from time to time. Fees/Charges/Tariff

5. The BO shall pay such charges to the DP for the purpose of holding and transfer of
   securities in dematerialized form and for availing depository services as may be agreed to from time to time between the DP and the BO as set out in the Tariff Sheet provided by the DP. It may be informed to the BO that "no charges are payable for opening of demat accounts”

6. In case of Basic Services Demat Accounts, the DP shall adhere to the charge structure
   as laid down under the relevant SEBI and/or depository circulars/directions/notifications issued from time to time.

7. The DP shall not increase any charges/tariff agreed upon unless it has given a notice
   in writing of not less than thirty days to the BO regarding the same. Dematerialization

8. The BO shall have the right to get the securities, which have been admitted on the
   depositories, dematerialized in the form and manner laid down under the bye laws, business rules and operating instructions of the depositories. Separate Accounts

9. The DP shall open separate accounts in the name of each of the BOs and securities of
   each BO shall be segregated and shall not be mixed up with the securities of other BOs and/or DP’s own securities held in dematerialized form.

10. The DP shall not facilitate the BO to create or permit any pledge and /or
    hypothecation or any other interest or encumbrance over all or any of such securities submitted for dematerialization and/or held in demat account except in the form and manner prescribed in the Depositories Act, 1996, DP Regulations and bye￾laws/operating instructions/business rules of the depositories. Transfer of Securities

11. The DP shall effect transfer to and from the demat accounts of the BO only on the
    basis of an order, instruction, direction or mandate duly authorized by the BO and the DP shall maintain the original documents and the audit trail of such authorizations.

12. The BO reserves the right to give standing instructions with regard to the crediting
    of securities in his demat account and the DP shall act according to such instructions. Statement of account

13. The DP shall provide statements of accounts to the BO in such form and manner and
    at such time as agreed with the BO and as specified by SEBI/depository in this regard.

14. However, if the balance has become Nil during the year, the DP shall send one
    holding statement annually to such BOs through email and shall resume sending the transaction statement as and when there is a transaction in the account. In case of accounts with credit balance but no transactions during the year, half yearly statement of holding for the year shall be sent to the BO through email. 242

15. The DP shall provide the services of issuing the statement of demat accounts in an
    electronic mode. The DP will furnish to the BO the statement of demat accounts under its digital signature, as governed under the Information Technology Act, 2000. However, if the DP does not have the facility of providing the statement of demat account in the electronic mode, then the DP shall be obliged to forward the statement of demat accounts in physical form. 243

16. In case of Basic Services Demat Accounts, the DP shall send the transaction
    statements as mandated by SEBI and/or Depository from time to time.

242 Reference: SEBI Circular SEBI/HO/MRD-PoD2/CIR/P/2024/93 dated July 01, 2024 243 Reference: SEBI Circular SEBI/HO/MRD-PoD2/CIR/P/2024/93 dated July 01, 2024

Manner of Closure of Demat account
17. The DP shall have the right to close the demat account of the BO, for any reasons
whatsoever, provided the DP has given a notice in writing of not less than thirty days to the BO as well as to the Depository. Similarly, the BO shall have the right to close his/her demat account held with the DP provided no charges are payable by him/her to the DP. In such an event, the BO shall specify whether the balances in their demat account should be transferred to another demat account of the BO held with another DP or to rematerialize the security balances held.
18. Based on the instructions of the BO, the DP shall initiate the procedure for
transferring such security balances or rematerialize such security balances within a period of thirty days as per procedure specified from time to time by the depository. Provided further, closure of demat account shall not affect the rights, liabilities and obligations of either the BO or the DP and shall continue to bind the parties to their satisfactory completion. Default in payment of charges
19. In event of BO committing a default in the payment of any amount provided in
Clause 5 & 6 within a period of thirty days from the date of demand, without prejudice to the right of the DP to close the demat account of the BO, the DP may charge interest at a rate as specified by the depository from time to time for the period of such default.
20. In case the BO has failed to make the payment of any of the amounts as provided in
Clause 5&6 specified above, the DP after giving two days’ notice to the BO shall have the right to stop processing of instructions of the BO till such time he makes the payment along with interest, if any. Liability of the Depository
21. As per Section 16 of Depositories Act, 1996,
a. Without prejudice to the provisions of any other law for the time being in force, any loss caused to the BO due to the negligence of the depository or the participant, the depository shall indemnify such BO. b. Where the loss due to the negligence of the DP under Clause (a) above, is indemnified by the depository, the depository shall have the right to recover the same from such participant. Freezing/ Defreezing of accounts
22. The BO may exercise the right to freeze/defreeze his/her demat account maintained
with the DP in accordance with the procedure and subject to the restrictions laid down under the bye laws and business rules/operating instructions.

23. The DP or the depository shall have the right to freeze/defreeze the accounts of the
    BOs on receipt of instructions received from any regulator or court or any statutory authority. Redressal of Investor grievance
24. The DP shall redress all grievances of the BO against the DP within a period of twenty
    one days from the date of receipt of the complaint.
    Authorized representative
25. If the BO is a body corporate or a legal entity, it shall, along with the account opening
    form, furnish to the DP, a list of officials authorized by it, who shall represent and interact on its behalf with the DP. Any change in such list including additions, deletions or alterations thereto shall be forthwith communicated to the DP. Law and Jurisdiction
26. In addition to the specific rights set out in this document, the DP and the BO shall be
    entitled to exercise any other rights which the DP or the BO may have under the Rules, bye laws and regulations of the respective depository in which the demat account is opened and circulars/notices issued there under or rules and regulations of SEBI.
27. The provisions of this document shall always be subject to Government notification,
    any rules, regulations, guidelines and circulars/ notices issued by SEBI and Rules, Regulations and Bye-laws of the relevant Depository, where the BO maintains his/her account, that may be in force from time to time.
28. The BO and the DP shall abide by the arbitration and conciliation procedure
    prescribed under the bye-laws of the depository and that such procedure shall be applicable to any disputes between the DP and the BO.
29. Words and expressions which are used in this document but which are not defined
    herein shall unless the context otherwise requires, have the same meanings as assigned thereto in the rules, bye-laws and regulations and circulars/notices issued there under by the depository and/or SEBI.
30. Any changes in the rights and obligations which are specified by SEBI/depositories
    shall also be brought to the notice of the clients at once.
31. If the rights and obligations of the parties hereto are altered by virtue of change in
    Rules and regulations of SEBI or bye-laws, rules and regulations of the relevant depository, where the BO maintains his/her account, such changes shall be deemed to have been incorporated herein in modification of the rights and obligations of the parties mentioned in this document.

Annexure 4
Intermediaries providing this facility to ensure adherence to the following:
A. The mandate provided by client should:
i. be in favor of the concerned SEBI registered Intermediary only,
ii. not provide the authority to transfer the mandate in favor of any assignees of the
concerned Intermediary,
iii. require the Intermediary to return the securities to the client(s) that may have been
received by them erroneously or those securities that it was not entitled to receive from the client(s). B. The mandate provided by client shall not facilitate Intermediaries to do the following:
i. Transfer of securities for off-market trades,
ii. To execute trades in the name of client without client's consent,
iii. To open an email ID on behalf of the client for receiving relevant
communications,
iv. Prohibit to issue DIS to beneficial owner.
v. Prohibit client from operating the account.

Annexure 5

Annexure 6

Annexure 7
“Deleted here as Section 1.16 in this circular makes reference to SEBI Master Circular SEBI/HO/MIRSD/POD-1/Cir/2024/37 dated May 07, 2024” Current reference - Request for transmission of Securities by Nominee or legal heir – Please refer Annexure 16 and 17 of SEBI Master Circular SEBI/HO/MIRSD/POD-1/Cir/2024/37 dated May 07, 2024. Annexure 8 “Deleted here as Section 1.16 in this circular makes reference to SEBI Master Circular SEBI/HO/MIRSD/POD-1/Cir/2024/37 dated May 07, 2024” Current reference- Request for transmission of Securities by Nominee or legal heir – Individual Affidavits to be given by ALL the Legal Heirs OR Legal Heirs named in Succession Certificate*/ Probate of Will*/ Will*/ Letter of Administration*/ Legal Heirship Certificate*/Court Decree* (For Transmission of securities on death of Sole Holder where NO NOMINATION has been registered) Please refer Annexure 16 and 17 of SEBI Master Circular SEBI/HO/MIRSD/POD-1/Cir/2024/37 dated May 07, 2024. Annexure-9 “Deleted here as Section 1.16 in this circular makes reference to SEBI Master Circular SEBI/HO/MIRSD/POD-1/Cir/2024/37 dated May 07, 2024” Current reference-Request for transmission of Securities by Nominee or legal heir - Bond of Indemnity - For Transmission of Securities on death of Sole Securities’ Holder, where no nomination has been registered Please refer Annexure 18 of SEBI Master Circular SEBI/HO/MIRSD/POD￾1/Cir/2024/37 dated May 07, 2024.

Annexure-10
“Deleted here as Section 1.16 in this circular makes reference to SEBI Master Circular SEBI/HO/MIRSD/POD-1/Cir/2024/37 dated May 07, 2024” Current reference -Request for transmission of Securities by Nominee or legal heir- No-Objection Certificate from the Legal Heir(s) Format of NOC from other Legal Heir(s) for Transmission of Securities in favour of the Claimant(s) wherein the Sole Holder is deceased and NO NOMINATION has been registered Please refer Annexure 19 of SEBI Master Circular SEBI/HO/MIRSD/POD￾1/Cir/2024/37 dated May 07, 2024 Annexure 11 “Deleted here as Section 1.16 in this circular makes reference to SEBI Master Circular SEBI/HO/MIRSD/POD-1/Cir/2024/37 dated May 07, 2024” Current reference- Issuance of Securities in dematerialized form in case of Investor Service Requests- Please refer Annexure 7 of SEBI Master Circular SEBI/HO/MIRSD/POD-1/Cir/2024/37 dated May 07, 2024 Annexure 12 “Deleted here as Section 2.17 in this circular makes reference to SEBI Master Circular SEBI/HO/ITD-1/ITD_CSC_EXT/P/CIR/2024/113 dated August 20, 2024” Current reference￾Illustrative Measures for Data Security on Customer Facing Applications -Kindly refer Annexure-H of the SEBI Circular Number SEBI/HO/ITD￾1/ITD_CSC_EXT/P/CIR/2024/113 dated August 20, 2024 on Cybersecurity and Cyber Resilience Framework (CSCRF) for SEBI Regulated Entities (REs) for necessary compliance in respect of Depository Participants.

Annexure 13
“Deleted here as Section 2.17 in this circular makes reference to SEBI Master Circular SEBI/HO/ITD-1/ITD_CSC_EXT/P/CIR/2024/113 dated August 20, 2024” Current reference Illustrative Measures for Data Transport Security Kindly refer Annexure-I of the SEBI Circular Number SEBI/HO/ITD￾1/ITD_CSC_EXT/P/CIR/2024/113 dated August 20, 2024 on Cybersecurity and Cyber Resilience Framework (CSCRF) for SEBI Regulated Entities (REs) for necessary compliance in respect of Depository Participants. Annexure 14 “Deleted here as Section 2.17 in this circular makes reference to SEBI Master Circular SEBI/HO/ITD-1/ITD_CSC_EXT/P/CIR/2024/113 dated August 20, 2024” Current reference Illustrative Measures for Application Authentication Security Kindly refer Annexure-G of the SEBI Circular Number SEBI/HO/ITD￾1/ITD_CSC_EXT/P/CIR/2024/113 dated August 20, 2024 on Cybersecurity and Cyber Resilience Framework (CSCRF) for SEBI Regulated Entities (REs) for necessary compliance in respect of Depository Participants

Annexure 15
Form to report on AI and ML technologies – To be submitted quarterly Intimation to Depository for the use of the AI and ML application and systems S No. Head Value 1 Entity SEBI registration number 2 Registered entity category 3 Entity name 4 Entity PAN no. 5 Application / System name 6 Date from when the Application / System was used 7 Type of area where AI or ML is used <order execution / Advisory services / KYC / AML / Surveillance / compliance/others (please specify in 256 characters)> 7.a Does the system involve order initiation, routing and execution? <Yes / NO> 7.b Does the system fall under discretionary investment or Portfolio management activities? <Yes / NO> 7.c Does the system disseminate invest mentor trading advice or strategies? <Yes / NO> 7.d Is the application/system used in area of Cyber Security to detect attacks <Yes / NO> 7.e What claims have been made regarding AI and ML Application / System – if any? <free text field> 8 What is the name of the Tool / Technology that is categorized as AI and ML system / Application and submissions are declared vide this response <free text field> 9 How was the AI or ML project implemented <Internally / through solution provider / Jointly with a solution provider or

third party>
10 Are the key controls and control points in your AI or ML application or systems in accordance to circular of SEBI that mandate cyber security control requirements <free text field> 11 Is the AI / ML system included in the system audit, if applicable? <Yes / NO / NA> 12 Describe the application / system and how it uses AI / ML as portrayed in the product offering <free text field> 13 What safeguards are in place to prevent abnormal behavior of the AI or ML application / System <free text field>

Annexure 16
Consolidated Quarterly Reporting Form
Consolidated Quarterly report to SEBI of all registered depository participants with Depositories using AI and ML application and systems for the Quarter Ended DD/MM/YYYY To be filled if System Audit is applicable If system audit report is submitted by entity later than “date used from” If system audit report is submitted with adverse remarks and Depositories are entitled to inspect the entity Entity Regn. No. Entity Name Entity PAN no. Applicati on /System name Date used from Type of area where AI or ML is used Does system audit report comply to Para 2.20 Is there any adverse comment in the System audit report Was the entity inspected in past 1 year If inspected , was any irregulari ty noted <order execution/ Advisory services/KY C/AML /Surveillanc e/complianc e/others (please specify in characters)> <Yes / NO/> <Yes / NO/> <Yes / NO> <Yes / NO> Add separate rows for each system or application.

Annexure 17
Sr.
N o.
Name of reporti ng FPI
(Nodal
Entity)
Registrati on No. of
Reportin g FPI
(Nodal
Entity) mentione d in column B
Name of
FPI /
ODI
Subscrib er with whom the applican t shares, owners hip of more than 50% commo n control Type of Client viz. FPI or ODI subscrib er or DR holder Registrati on No. of FPI mentione d at Column D LEI No. of entity mention ed at Column D (for ODI subscrib er or DR holder) If ODI subscrib er, please mention name of dealing FPI Jurisdi c tion / Count ry of entity menti on ed at Colu mn D A B C D E F G H I

Annexure 18
Sr.
N o.
Name of
Reporti ng FPI
(Nodal
Entity)
Registrat ion No. of
Reportin g FPI
(Nodal
Entity) mention ed in column
B
Name of ODI
Subscri ber or
DR holder having investm ent in
Indian
Securiti es through
ODI or
DR route
LEI No. of ODI subscri ber or
DR holder mentio ned at
Colum n D
ISIN of the
India n
Secur ity
ISIN
Descript ion or name of the security
Quanti ty of securit ies held
(in ratio as being held in
India)
Value of securit ies held
As on date
(DD￾MM
M￾YYY
Y)
A B C D E F G H I J
Note

1. Reference ISIN No. – ISIN of the underlying Indian Security (ISINs issued by NSDL
   for underlying security).
2. The quantity of securities in the requisite ISIN / or Indian Security shall be reported
   in the ration as being held in India.
3. The securities shall be reported as at the end of the month.
4. For the purpose of valuation, the closing price of such security as at the end of the
   month in India be considered for the computation of value of securities held.

Annexure 19
Format for reporting changes in "status or constitution" of Depository Participants Name of the Depository:- Report for the quarter ending:- June/September/December/March Year:- Date of report:- Sr. No Date of receipt Name of the Depository Participant SEBI Regn. number Type of change Details of changes PAN (incoming entities, if any) Date of Change Pre Post Type Description of Change I Amalgamation, demerger, consolidation or any other kind of corporate restructuring falling within the scope of Chapter XV of the Companies Act, 2013 or the corresponding provision of any other law for the time being in force. II Change in director, including managing director/ whole-time director III Change in shareholding not resulting in change in control IV Any other purpose as may be considered appropriate by the Depositories

Annexure 20
Data of complaints against the Depositories to be displayed on their websites Data for the month ending………. Sr. No. Received from Carried forward from previous month Received during the month Total Compl aints Resolved during the month* Pending at the end of the month Average Resolution time^ Pending for less than 3 months Pending for more than 3 months 1 2 3 4 5 6 7 8 Directly from Investors SEBI (SCORES) 3 Members Other Sources (if any) Grand Total *Should include complaints of previous months resolved in the current month, if any. Should include total complaints pending as on the last day of the month, if any. ^ Average resolution time is the sum total of time taken to resolve each complaint in the current month divided by total number of complaints resolved in the current month. s Month-wise data for the current financial year Sr. No. Month Carried forward from previous month Received Resolved Pending 1 2 3 4 5 6 1 April 2 May 3 June 4 July Grand Total Year-wise data (for 5 years on rolling basis) Sr. No. Year Carried forward from previous year Received Resolved Pending 1 2 3 4 5 6 1 2020-21 2 2021-22

3 2022-23
4 2023-24
5 2024-25
Grand Total

Annexure 21
Investor Charter for Depositories and Depository Participants

1. Vision
   Towards making Indian Securities Market - Transparent, Efficient, & Investor friendly by providing safe, reliable, transparent and trusted record keeping platform for investors to hold and transfer securities in dematerialized form.
2. Mission

• To hold securities of investors in dematerialised form and facilitate its transfer, while
  ensuring safekeeping of securities and protecting interest of investors.
• To provide timely and accurate information to investors with regard to their holding
  and transfer of securities held by them.
• To provide the highest standards of investor education, investor awareness and timely
  services so as to enhance Investor Protection and create awareness about Investor Rights.

3. Details of business transacted by the Depository and Depository Participant (DP)
   A Depository is an organization which holds securities of investors in electronic form. Depositories provide services to various market participants - Exchanges, Clearing Corporations, Depository Participants (DPs), Issuers and Investors in both primary as well as secondary markets. The depository carries out its activities through its agents which are known as Depository Participants (DP). Details available on the link [link to be provided by Depositories]

4. Description of services provided by the Depository through Depository
   Participants (DP) to investors
   (1) Basic Services
   Sr.
   No.
   Brief about the Activity /
   Service
   Expected Timelines for processing by the
   DP after receipt of proper documents

Dematerialization of securities 7 days
2.
Rematerialization of securities
7 days
3.
Mutual Fund Conversion /
Destatementization 5 days

Sr.
No.
Brief about the Activity /
Service
Expected Timelines for processing by the DP after receipt of proper documents 4. Re-conversion / Restatementisation of Mutual fund units 7 days
5. Transmission of securities 7 days
6. Registering pledge request 15 days
7. Closure of demat account 30 days
8. Settlement Instruction
For T+1 day settlements, Participants shall accept instructions from the Clients, in physical form up to 4 p.m. (in case of electronic instructions up to 6.00 p.m.) on T day for pay-in of securities. For T+0 day settlements, Participants shall accept EPI instructions from the clients, till 11:00 AM on T day. Note: ‘T’ refers ‘Trade Day’ (2) Depositories provide special services like pledge, hypothecation, internet based services etc. in addition to their core services and these include Sr. No. Type of Activity /Service Brief about the Activity / Service

1. Value Added Services Depositories also provide value added services such as
   a. Basic Services Demat Account(BSDA)
   [link to be provided by Depositories] 1 b. Transposition cum dematerialization [link to be provided by Depositories] 2
   c. Linkages with Clearing System
   [link to be provided by Depositories] 3 d. Distribution of cash and non-cash corporate benefits (Bonus, Rights, IPOs etc.), stock lending, demat of NSC / KVP, demat of warehouse receipts etc.
2. Consolidated Account
   statement (CAS)
   CAS is issued 10 days from the end of the month (if there were transactions in the previous month) or half yearly(if no transactions) .
3. Digitalization of
   services provided by the depositories
   Depositories offer below technology solutions and e￾facilities to their demat account holders through DPs:

Sr.
No.
Type of Activity
/Service
Brief about the Activity / Service a. E-account opening: Details available on the link [link to be provided by Depositories} 4 b. Online instructions for execution: Details available on the link [link to be provided by Depositories} 5
c. e-DIS / Demat Gateway: Details available on the link
[link to be provided by Depositories} 6 d. e-CAS facility: Details available on the link [link to be provided by Depositories} 7 e. Miscellaneous services: Details available on the link [link to be provided by Depositories} 8
5. Details of Grievance Redressal Mechanism
The Process of investor grievance redressal

1. Investor
   Complaint/
   Grievances
   Investor can lodge complaint/ grievance against the Depository/DP in the following ways:
   a. Electronic mode -
   (i) SCORES 2.0 (a web based centralized grievance redressal system of SEBI) [link to be provided by Depositories] Two Level Review for complaint/grievance against DP:

• First review done by Designated Body
• Second review done by SEBI
  (ii) Respective Depository’s web portal dedicated for the filing of compliant [link to be provided by Depositories] (iii) Emails to designated email IDs of Depository [link to be provided by Depositories] b. Offline mode [details of link to the form to be provided by Depositories] The complaints/ grievances lodged directly with the Depository shall be resolved within 21 days.

2. Online Dispute
   Resolution (ODR)
   If the Investor is not satisfied with the resolution provided by DP or other Market Participants, then

platform for online
Conciliation and
Arbitration the Investor has the option to file the complaint/ grievance on SMARTODR platform for its resolution through by online conciliation or arbitration. [SMARTODR link to be provided by Depositories]
3. Steps to be followed in
ODR for Review,
Conciliation and
Arbitration
 Investor to approach Market Participant for redressal of complaint  If investor is not satisfied with response of Market Participant, he/she can escalate the complaint on SEBI SCORES portal.  Alternatively, the investor may also file a complaint on SMARTODR portal for its resolution through online conciliation and arbitration.  Upon receipt of complaint on SMARTODR portal, the relevant MII will review the matter and endeavour to resolve the matter between the Market Participant and investor within 21 days.  If the matter could not be amicably resolved, then the Investor may request the MII to refer the matter case for conciliation.  During the conciliation process, the conciliator will endeavor for amicable settlement of the dispute within 21 days, which may be extended with 10 days by the conciliator.  If the conciliation is unsuccessful, then the investor may request to refer the matter for arbitration.  The arbitration process to be concluded by arbitrator(s) within 30 days, which is extendable by 30 days.
6. Guidance pertaining to special circumstances related to market activities:
Termination of the Depository Participant
Sr.
No.
Type of special circumstances Timelines for the Activity/ Service

1.  Depositories to terminate the
   participation in case a participant no longer meets the eligibility criteria and/or any other grounds as mentioned in the bye laws like suspension of trading member by the Stock Exchanges. Client will have a right to transfer all its securities to any other Participant of its choice without any charges for the transfer within 30 days from the date of intimation by way of letter/email.

Sr.
No.
Type of special circumstances Timelines for the Activity/ Service  Participant surrenders participation by its own wish. the
7. Dos and Don’ts for Investors [link to be provided by the Depositories]
Sr.
No.
Guidance
i. Always deal with a SEBI registered Depository Participant for opening a demat
account.
ii. Read all the documents carefully before signing them.
iii. Before granting Power of attorney to operate your demat account to an
intermediary like Stock Broker, Portfolio Management Services (PMS) etc., carefully examine the scope and implications of powers being granted.
iv. Always make payments to registered intermediary using banking channels. No
payment should be made in name of employee of intermediary.
v. Accept the Delivery Instruction Slip (DIS) book from your DP only (pre-printed
with a serial number along with your Client ID) and keep it in safe custody and do not sign or issue blank or partially filled DIS slips. Always mention the details like ISIN, number of securities accurately. In case of any queries, please contact your DP or broker and it should be signed by all demat account holders. Strike out any blank space on the slip and Cancellations or corrections on the DIS should be initiated or signed by all the account holder(s). Do not leave your instruction slip book with anyone else. Do not sign blank DIS as it is equivalent to a bearer cheque.
vi. Inform any change in your Personal Information (for example address or Bank
Account details, email ID, Mobile number) linked to your demat account in the prescribed format and obtain confirmation of updation in system
vii. Mention your Mobile Number and email ID in account opening form to receive
SMS alerts and regular updates directly from depository.
viii. Always ensure that the mobile number and email ID linked to your demat
account are the same as provided at the time of account opening/updation.
ix. Do not share password of your online trading and demat account with anyone.
x. Do not share One Time Password (OTP) received from banks, brokers, etc.
These are meant to be used by you only.

Sr.
No.
Guidance
xi. Do not share login credentials of e-facilities provided by the depositories such
as e-DIS/demat gateway, SPEED-e/easiest etc. with anyone else.
xii. Demat is mandatory for any transfer of securities of Listed public limited
companies.
xiii. If you have any grievance in respect of your demat account, please write to
designated email IDs of depositories or you may lodge the same with SEBI online at https://scores.sebi.gov.in
xiv. Keep a record of documents signed, DIS issued and account statements
received.
xv. As Investors you are required to verify the transaction statement carefully for
all debits and credits in your account. In case of any unauthorized debit or credit, inform the DP or your respective Depository.
xvi. Appoint a nominee to facilitate your heirs in obtaining the securities in your
demat account, on completion of the necessary procedures.
xvii. Register for Depository's internet based facility or download mobile app of the
depository to monitor your holdings.
xviii. Ensure that, both, your holding and transaction statements are received
periodically as instructed to your DP. You are entitled to receive a transaction statement every month if you have any transactions.
xix. Do not follow herd mentality for investments. Seek expert and professional
advice for your investments
xx. Beware of assured/fixed returns.
8. Rights of investors [link to be provided by the Depositories]
i. Receive a copy of KYC, copy of account opening documents.
ii. No minimum balance is required to be maintained in a demat account.
iii. No charges are payable for opening of demat accounts.
iv. If executed, receive a copy of Power of Attorney. However, Power of Attorney is not
a mandatory requirement as per SEBI / Stock Exchanges. You have the right to revoke any authorization given at any time.
v. You can open more than one demat account in the same name with single DP/
multiple DPs.
vi. Receive statement of accounts periodically. In case of any discrepancies in
statements, take up the same with the DP immediately. If the DP does not respond, take up the matter with the Depositories.
vii. Pledge and /or any other interest or encumbrance can be created on demat
holdings.

viii. Right to give standing instructions with regard to the crediting of securities in demat
account.
ix. Investor can exercise its right to freeze/defreeze his/her demat account or specific
securities / specific quantity of securities in the account, maintained with the DP.
x. In case of any grievances, Investor has right to approach Participant or Depository
or SEBI for getting the same resolved within prescribed timelines.
xi. Every eligible investor shareholder has a right to cast its vote on various resolutions
proposed by the companies for which Depositories have developed an internet based ‘e-Voting’ platform.
xii. Receive information about charges and fees. Any charges/tariff agreed upon shall
not increase unless a notice in writing of not less than thirty days is given to the Investor.
xiii. Right to indemnification for any loss caused due to the negligence of the Depository
or the participant.
xiv. Right to opt out of the Depository system in respect of any security.
9. Responsibilities of Investors [link to be provided by the Depositories]
i. Deal with a SEBI registered DP for opening demat account, KYC and
Depository activities.
ii. Provide complete documents for account opening and KYC (Know Your Client). Fill
all the required details in Account Opening Form / KYC form in own handwriting and cancel out the blanks.
iii. Read all documents and conditions being agreed before signing the account
opening form.
iv. Accept the Delivery Instruction Slip (DIS) book from DP only (preprinted with a serial
number along with client ID) and keep it in safe custody and do not sign or issue blank or partially filled DIS.
v. Always mention the details like ISIN, number of securities accurately.
vi. Inform any change in information linked to demat account and obtain confirmation
of updation in the system.
vii. Regularly verify balances and demat statement and reconcile with trades /
transactions. viii. Appoint nominee(s) to facilitate heirs in obtaining the securities in their demat account.
ix. Do not fall prey to fraudsters sending emails and SMSs luring to trade in stocks /
securities promising huge profits.

10. Code of Conduct for Depositories [link to be provided by the Depositories] (Part D of
    Third Schedule of SEBI (D & P) regulations, 2018) A Depository shall:
    (a) always abide by the provisions of the Act, Depositories Act, 1996, any Rules or Regulations framed thereunder, circulars, guidelines and any other directions issued by the Board from time to time. (b) adopt appropriate due diligence measures. (c) take effective measures to ensure implementation of proper risk management framework and good governance practices. (d) take appropriate measures towards investor protection and education of investors. (e) treat all its applicants/members in a fair and transparent manner. (f) promptly inform the Board of violations of the provisions of the Act, the Depositories Act, 1996, rules, regulations, circulars, guidelines or any other directions by any of its issuer or issuer’s agent. (g) take a proactive and responsible attitude towards safeguarding the interests of investors, integrity of depository’s systems and the securities market. (h) endeavor for introduction of best business practices amongst itself and its members. (i) act in utmost good faith and shall avoid conflict of interest in the conduct of its functions. (j) not indulge in unfair competition, which is likely to harm the interests of any other Depository, their participants or investors or is likely to place them in a disadvantageous position while competing for or executing any assignment. (k) segregate roles and responsibilities of key management personnel within the depository including a. Clearly mapping legal and regulatory duties to the concerned position b. Defining delegation of powers to each position
    c. Assigning regulatory, risk management and compliance aspects to business
    and support teams
    (l) be responsible for the acts or omissions of its employees in respect of the conduct of its business. (m)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.

11. Code of Conduct for Participants [link to be provided by the Depositories]
    (Part A of Third Schedule of SEBI (D & P) regulations, 2018)

12. A participant shall make all efforts to protect the interests of investors.

13. A participant shall always endeavour to—
    (a) render the best possible advice to the clients having regard to the client’s needs and the environments and his own professional skills; (b) ensure that all professional dealings are effected in a prompt, effective and efficient manner; (c) inquiries from investors are adequately dealt with; (d) grievances of investors are redressed without any delay.

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

15. 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.

16. 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.

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

18. 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.

19. 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.

20. 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. The participant shall also comply with the award of the Ombudsman passed under the Securities and Exchange Board of India (Ombudsman) Regulations, 2003. 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 noncompliance 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, upto-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. *

Annexure 22

Annexure 23
PRINCIPLES FOR FINANCIAL MARKET INFRASTRUCTURES General Organisation Principle 1: Legal basis An FMI should have a well-founded, clear, transparent, and enforceable legal basis for each material aspect of its activities in all relevant jurisdictions. Principle 2: Governance An FMI should have governance arrangements that are clear and transparent, promote the safety and efficiency of the FMI, and support the stability of the broader financial system, other relevant public interest considerations, and the objectives of relevant stakeholders. Principle 3: Framework for the comprehensive management of risks An FMI should have a sound risk-management framework for comprehensively managing legal, credit, liquidity, operational, and other risks. Credit and liquidity risk management. Principle 4: Credit risk An FMI should effectively measure, monitor, and manage its credit exposures to participants and those arising from its payment, clearing, and settlement processes. An FMI should maintain sufficient financial resources to cover its credit exposure to each participant fully with a high degree of confidence. In addition, a CCP that is involved in activities with a more-complex risk profile or that is systemically important in multiple jurisdictions should maintain additional financial resources sufficient to cover a wide range of potential stress scenarios that should include, but not be limited to, the default of the two participants and their affiliates that would potentially cause the largest aggregate credit exposure to the CCP in extreme but plausible market conditions. All other CCPs should maintain additional financial resources sufficient to cover a wide range of potential stress scenarios that should include, but not be limited to, the default of the participant and its affiliates that would potentially cause the largest aggregate credit exposure to the CCP in extreme but plausible market conditions. Principle 5: Collateral An FMI that requires collateral to manage its or its participants’ credit exposure should accept collateral with low credit, liquidity, and market risks. An FMI should also set and enforce appropriately conservative haircuts and concentration limits.

Principle 6: Margin
A CCP should cover its credit exposures to its participants for all products through an effective margin system that is risk-based and regularly reviewed. Principle 7: Liquidity risk An FMI should effectively measure, monitor, and manage its liquidity risk. An FMI should maintain sufficient liquid resources in all relevant currencies to effect same￾day and, where appropriate, intraday and multiday settlement of payment obligations with a high degree of confidence under a wide range of potential stress scenarios that should include, but not be limited to, the default of the participant and its affiliates that would generate the largest aggregate liquidity obligation for the FMI in extreme but plausible market conditions. Settlement Principle 8: Settlement finality An FMI should provide clear and certain final settlement, at a minimum by the end of the value date. Where necessary or preferable, an FMI should provide final settlement intraday or in real time. Principle 9: Money settlements An FMI should conduct its money settlements in central bank money where practical and available. If central bank money is not used, an FMI should minimise and strictly control the credit and liquidity risk arising from the use of commercial bank money. Principle 10: Physical deliveries An FMI should clearly state its obligations with respect to the delivery of physical instruments or commodities and should identify, monitor, and manage the risks associated with such physical deliveries. Central securities depositories and exchange-of-value settlement systems Principle 11: Central securities depositories A CSD should have appropriate rules and procedures to help ensure the integrity of securities issues and minimise and manage the risks associated with the safekeeping and transfer of securities. A CSD should maintain securities in an immobilised or dematerialised form for their transfer by book entry. Principle 12: Exchange-of-value settlement systems If an FMI settles transactions that involve the settlement of two linked obligations (for example, securities or foreign exchange transactions), it should eliminate

principal risk by conditioning the final settlement of one obligation upon the final settlement of the other. Default management Principle 13: Participant-default rules and procedures An FMI should have effective and clearly defined rules and procedures to manage a participant default. These rules and procedures should be designed to ensure that the FMI can take timely action to contain losses and liquidity pressures and continue to meet its obligations. Principle 14: Segregation and portability A CCP should have rules and procedures that enable the segregation and portability of positions of a participant’s customers and the collateral provided to the CCP with respect to those positions. General business and operational risk management Principle 15: General business risk An FMI should identify, monitor, and manage its general business risk and hold sufficient liquid net assets funded by equity to cover potential general business losses so that it can continue operations and services as a going concern if those losses materialise. Further, liquid net assets should at all times be sufficient to ensure a recovery or orderly wind-down of critical operations and services. Principle 16: Custody and investment risks An FMI should safeguard its own and its participants’ assets and minimise the risk of loss on and delay in access to these assets. An FMI’s investments should be in instruments with minimal credit, market, and liquidity risks. Principle 17: Operational risk An FMI should identify the plausible sources of operational risk, both internal and external, and mitigate their impact through the use of appropriate systems, policies, procedures, and controls. Systems should be designed to ensure a high degree of security and operational reliability and should have adequate, scalable capacity. Business continuity management should aim for timely recovery of operations and fulfillment of the FMI’s obligations, including in the event of a wide-scale or major disruption.

Access
Principle 18: Access and participation requirements An FMI should have objective, risk-based, and publicly disclosed criteria for participation, which permit fair and open access. Principle 19: Tiered participation arrangements An FMI should identify, monitor, and manage the material risks to the FMI arising from tiered participation arrangements. Principle 20: FMI links An FMI that establishes a link with one or more FMIs should identify, monitor, and manage link-related risks. Efficiency Principle 21: Efficiency and effectiveness An FMI should be efficient and effective in meeting the requirements of its participants and the markets it serves. Principle 22: Communication procedures and standards An FMI should use, or at a minimum accommodate, relevant internationally accepted communication procedures and standards in order to facilitate efficient payment, clearing, settlement, and recording. Transparency Principle 23: Disclosure of rules, key procedures, and market data An FMI should have clear and comprehensive rules and procedures and should provide sufficient information to enable participants to have an accurate understanding of the risks, fees, and other material costs they incur by participating in the FMI. All relevant rules and key procedures should be publicly disclosed. Principle 24: Disclosure of market data by trade repositories A TR should provide timely and accurate data to relevant authorities and the public in line with their respective needs.

Annexure 24
Format for monitoring compliance with requirements emanating from SEBI circulars/guidelines/advisories related to technology Sl. N o. Date of SEBI circular/ directions/ad vice, etc. Subje ct Technolog ical requireme nts specified by SEBI in brief Mechani sm put in place by the MIIs Non complian ces with SEBI circulars / direction s, etc. Complia nce status (Open/ closed) Comment s of the Managem ent Time-line for taking corrective action in case of open observati ons

Annexure 25
Exception Observation Reporting Format
Note: MIIs are expected to submit following information with regard to exceptional major non-compliances (NCs) / minor NCs observed in the System and Network Audit. MIIs should also categorically highlight those observations/NCs/suggestions pointed out in the System and Network Audit (current and previous) which are not yet complied with. Name of the MII: ___________________ Name of the Auditor: _________________ Systems and Network Audit Report Date:_________________
Table 1: For preliminary audit
Audi t perio d
Observ at ion
No.
Descri ption of findin g
Departme nt of MII
Status
/
Natur e of findin g
Risk
Rating of findin g as per
Audit or
Aud it
TO
R claus e
Root
Cause
Analys is
Impact
Analys is
Correcti ve
Actions propose d by auditor
Deadlin e for the correcti ve action
Manage me nt response in case of acceptanc e of associate d risks Whethe r similar issue was observe d in any of the previou s 3 Audits Description of relevant Table heads

1. Audit Period – This indicates the period of audit

2. Description of findings/observations – Description of the findings in sufficient details,
   referencing any accompanying evidence

3. Status/ Nature of Findings – The category can be specified, for example:
   a. Non-compliant (Major/Minor) b. Work in progress
   c. Observation
   d. Suggestion

4. Risk Rating of finding -A rating has to be given for each of the observations based on
   its impact and severity to reflect the risk exposure as well as the suggested priority for action Rating Description HIGH Represents weakness in control with respect to threat(s) that is /are sufficiently capable and impacts asset (s) leading to regulatory non-compliance, significant financial, operational and reputational loss. These observations need to be addressed with utmost priority. MEDIUM Represents weakness in control with respect to threat(s) that is /are sufficiently capable and impacts asset (s) leading to exposure in terms of financial, operational and reputational loss. These observations need to be addressed in reasonable timeframe. LOW Represents weaknesses in control, which in combination with other weakness can develop into an exposure. Suggested improvements for situations not immediately/directly affecting controls. .

5. Audit TOR clause – The TOR clause corresponding to this observation

6. Root Cause analysis – A detailed analysis on the cause of the non-conformity.

7. Impact Analysis – An analysis of the likely impact on the operations/ activity of the
   organization

8. Corrective Action – The action taken to correct the non-conformity
   Table 2: For follow on/ follow up system and Network audit
   Prelimina ry Audit
   Date
   Preliminar y
   Audit
   Period
   Preliminar y
   Observatio n Number
   Preliminar y Status
   Preliminary
   Corrective
   Action as proposed by
   Auditor
   Curren t
   Findin g
   Current
   Status
   Revised
   Correctiv e
   Action, if any
   Deadlin e for the
   Revised
   Correctiv e Action
   Reason for delay in implementati on/ compliance Description of relevant Table heads

9. Preliminary Status – The original finding as per the preliminary System and Network
   Audit Report

10. Preliminary Corrective Action – The original corrective action as prescribed in the
    preliminary System and Network audit report

11. Current Finding – The current finding w.r.t. the issue

12. Current Status – Current Status of the issue viz. compliant, non-compliant, work in progress
    (WIP)

13. Revised Corrective Action – The revised corrective action prescribed w.r.t. the Non￾compliant/ WIP issues

Annexure 26
Date Depar tment of
SEBI
Name of
Intermed iary
/ Other entities
Type of
Intermedi ary
SEBI
Regn.
No. (If any)
PAN Amou nt (Rs.)
Purpose of
Payment
(including the period for which payment was made e.g. quarterly, annually) Bank name and Account number from which payment is remitted UTR No.

Annexure 27
Form to report on AI and ML technologies – to be submitted quarterly S/N Head Value 1 Entity SEBI registration number 2 Registered entity category 3 Entity name 4 Entity PAN no. 5 Application / System name 6 Date used from Type of area where AI or ML is used (order execution / Surveillance / compliance / others). In case of others, please specify. What is the name of the Tool / Technology that is categorized as AI and ML system / Application and submissions are declared vide this response <free text field> 9 How was the AI or ML project implemented <Internally / through solution provider / Jointly with a solution provider or third party> Are the key controls and control points in your AI or ML application or systems in accordance with circular(s) of SEBI that mandate/s cybersecurity control requirements <free text field> 11 Is the AI / ML system included in the system audit <Yes / No> Describe the application / system and how it uses AI / ML <free text field> What safeguards are in place to prevent abnormal behavior of the AI or ML application / System <free text field>

Annexure 28
Various Scenarios
Current process Proposed process
Scenario 1: Prefunded purchase by client

• Client transfers Rs. 150 to member.
• Member may retain the client funds
  with itself and allocate collateral to the extent of 20% margin requirements at the CC (Say Rs. 30).
• Client purchases a share for Rs. 100,
  the margin collection requirement is
  Rs. 20 which is blocked from client’s allocation.
• Collateral is released after the
  member completes the net settlement with the CC.
• Client creates a block of Rs. 150 in
  favour of the CC. The amount shall get allocated as collateral.
• The client purchases a share worth Rs.

100. The margin requirement is 20, this
     shall get adjusted from the block
     (which is allocated as collateral).

• STT and stamp duty shall be 11 paise,
  which shall be added to the client’s obligation. The CC shall debit 100.11 towards settlement at the stipulated time.

• With the successful debit from the
  client, the securities receivable by the client shall be provided in the client’s depository account directly by the CC at the time of settlement pay-out. Scenario 2: Delivery sale by client by early pay-in

• Client uses block mechanism for
  early pay-in of securities.

• Such early pay-in information is
  received by the CC from depositories.

• A sell order is executed on behalf of
  the client.

• If sell order is executed after early
  pay-in, then no margin is applicable at any time.

• If early pay-in is received
  subsequent to the sell order execution, the proprietary collateral of the member shall be blocked till receipt of early pay-in.

• The client shall provide securities as
  early pay-in through the block mechanism only.

• If the early pay-in information is
  received from depository before trade execution, there shall be no margin. If the information is received subsequently, the proprietary collateral of the member shall be blocked till the receipt of early pay-in.

• Since the client has completed the
  settlement, the CC shall pay out funds directly in the client account. While providing the funds pay-out, CC shall deduct the STT and stamp duty.

• While providing pay-out to the
  client, the member may adjust other statutory dues (stamp duty, STT), brokerage etc. Scenario 3: Purchase/sale by client supported by margins

• Client provides 20% margin to the
  member. Client can execute trades based on the margins on trade date. The client shall need to provide the remaining 80% amount (in case of purchase) or deliver the security (in case of sale) till the applicable settlement deadline.

• The client may create only partial block
  to the extent of margin instead of entire upfront value or early pay-in through block mechanism. The client shall need to provide additional block or provide early pay-in till the stipulated time. Further process shall be same as discussed in Scenario 1 and Scenario 2. Scenario 4: Intraday cash market/derivatives trading

• Client provides margin money to
  the member. Client carries out intraday trading or trade in derivatives. There are no exchange￾of-value delivery obligations (funds against securities or vice￾versa), but only losses or gains. Losses shall be deducted from the margin money given by clients and gains may be added to the margin money of client or paid out.

• In case of losses, the CC shall debit the
  block to the extent of losses towards client pay-in.

• In case of gains, the pay-out shall be
  given by CC in the client account. The
  CC shall not add the pay-out to the funds collateral of the client, and if desired the client may create another block.

Annexure 29 & 30
Deleted here as Section 4.73 in this circular makes reference to SEBI Master Circular SEBI/HO/ITD-1/ITD_CSC_EXT/P/CIR/2024/113 dated August 20, 2024” Current reference Rating by Depositories on Cyber Capability Index - Kindly refer Annexure K of the SEBI Circular Number SEBI/HO/ITD-1/ITD_CSC_EXT/P/CIR/2024/113 dated August 20, 2024 on Cybersecurity and Cyber Resilience Framework (CSCRF) for SEBI Regulated Entities (REs). Annexure 31 Format for Report on Complaints
Part A
Sr. No. Particulars Number
1 Number of complaints received directly
2 Number of complaints forwarded by SEBI
3 Total number of complaints received (1+2) 4 Total number of complaints resolved 5 Total number of complaints pending (3-4)
Part B
Sr.
No. Name of the Complainant Date of
Complaint
Status
(Resolved/Pending)

Annexure 32
Format of the Compliance Report to be submitted along with the draft Scheme It is hereby certified that the draft Scheme involving (Name of the entities) does not, in any way violate, override or limit the provisions of securities laws and the same is in compliance with the applicable provisions of this circular. Company Secretary Managing Director Certified that the transactions / accounting treatment provided in the draft Scheme involving (Name of the entities) are in compliance with all the Accounting Standards applicable to an unlisted entity. Chief Financial Officer Managing Director

Annexure 33
Format for Report on Unpaid Dues
Sr.
No. Particulars Details of dues/fine/penalty Amount (INR) Reason for non-payment

1. Pending Dues of SEBI
2. Pending Dues of
   Depositories

CIRCULARS
1 SEBI Circular SMD/POLICY/Cir-2/98 dated January 14, 1998 2 SEBI Circular SMDRP/Policy/Cir-9/99 dated May 6, 1999 3 SEBI Circular SMDRP/Policy/Cir-28/99 dated August 23, 1999 4 SEBI Circular SMDRP/Policy/Cir-29/99 dated August 23, 1999 5 SEBI Circular D&CC/FITTC/Cir-09/2002 dated July 4, 2002 6 SEBI Circular D&CC/FITTC/Cir-10/2002 dated September 25, 2002 7 SEBI Circular D&CC/FITTC/CIR - 12/2002 dated October 30, 2002 8 SEBI Circular D&CC/FITTC/Cir-15/2002 dated December 27, 2002 9 SEBI Circular D&CC/FITTC/CIR – 16/2002 dated December 31, 2002 10 SEBI Circular LGL/Cir-2/2003 dated February 19, 2003 11 SEBI Circular DCC/FITTC/Cir-19/2003 dated March 4, 2003 12 SEBI Circular SEBI/MRD/Policy/AT/Cir- 19/2004 dated April 21, 2004 13 SEBI Circular MRD/DoP/Dep/Cir-27/2004 dated August 16, 2004 14 SEBI Circular MRD/DoP/Dep/Cir-29/2004 dated August 24, 2004 15 SEBI Circular MRD/DoP /SE/Dep/Cir-4/2005 dated January 28, 2005 16 SEBI Circular SEBI/MRD/SE/DEP/Cir-4/2005 dated January 28, 2005 17 SEBI Circular MRD/DoP/SE/Dep/Cir-18/2005 dated September 2, 2005 18 SEBI Circular MRD/DoP/Dep/Cir-22 /05 dated November 9, 2005 19 SEBI Circular SEBI/MRD/DEP/Cir-2/06 dated January 19, 2006 20 SEBI Circular SEBI/MRD/DEP/Cir-3/06 dated February 21, 2006 21 SEBI Circular MRD/DoP/Dep/Cir-09/06 dated July 20, 2006 22 SEBI Circular MRD/DoP/Dep/SE/Cir-13/06 dated September 26, 2006 23 SEBI Circular MRD/DoP/Dep/SE/Cir-17/06 dated October 27, 2006 24 SEBI Circular MRD/Dep/Cir- 20/06 dated December 11, 2006 25 SEBI Circular MRD/DoP/Dep/SE/Cir-22/06 dated December 18, 2006 26 SEBI Circular MRD/DSA/SE/Dep/Cust/Cir-23/06 dated December 22, 2006 27 SEBI Circular SEBI/MRD/Dep/Cir-03/2007 dated February 13, 2007 28 SEBI Circular MRD/DoP/Cir-5/2007 dated April 27, 2007 29 SEBI Circular MRD/DoP/Cir-08/2007 dated June 25, 2007 30 SEBI Circular MIRSD/DPS-III/Cir-9/07 dated July 3, 2007 31 SEBI Circular SEBI/CFD/DIL/DIP/29/2008/01/02 dated February 1, 2008 32 SEBI Circular SEBI/MRD/Dep/Cir-03/2008 dated February 28, 2008 33 SEBI Circular MRD/DoP/Cir-20/2008 dated June 30, 2008 34 SEBI Circular MIRSD/DPS- III/Cir-23/08 dated July 25, 2008 35 SEBI Circular MRD/DSA/SE/Dep/Cust/CIR-30/08 dated October 23, 2008 36 SEBI Circular ISD/AML/CIR-1/2008 dated December 19, 2008 37 SEBI Circular MRD/DoP/SE/Dep/Cir-2/2009 dated February 10, 2009 38 SEBI Circular SEBI/IMD/CIR No 11/183204/2009 dated November 13, 2009

39 SEBI Circular MRD/DoP/DEP/Cir 20/2009 dated December 9, 2009 40 SEBI Circular SEBI/MRD/ OIAE/ Dep/ Cir- 4/2010 dated January 29, 2010 41 SEBI Circular CIR/MRD/DMS/13/2010 dated April 23, 2010 42 SEBI Circular SEBI/MRD/ DP/ 19/2010 dated June 10, 2010 43 SEBI Circular MRD/DP/20/2010 dated July 1, 2010 44 SEBI Circular MRD/DP/22/2010 dated July 29, 2010 45 SEBI Circular CIR/MRD/DMS/28/2010 dated August 31, 2010 46 SEBI Circular CIR/MRD/DP/30/2010 dated September 06, 2010 47 SEBI Circular CIR/IMD/DF/17/2010 dated November 09, 2010 48 SEBI Circular CIR/MRD/DP/37/2010 dated December 14, 2010 49 SEBI Circular CIR/MRD/DP/4/2011 dated April 7, 2011 50 SEBI Circular CIR/MRD/ DP/05/2011 dated April 27, 2011 51 SEBI Circular CIR/MIRSD/9/2011 dated June 17, 2011 52 SEBI Circular CIR/MIRSD/16/2011 dated August 22, 2011 53 SEBI Circular MIRSD/SE/Cir-21/2011 dated October 05, 2011 54 SEBI Circular MIRSD/Cir-23/2011 dated December 02, 2011 55 SEBI Circular CIR/MIRSD/24/2011 dated December 15, 2011 56 SEBI Circular MIRSD/Cir- 26 /2011 dated December 23, 2011 57 SEBI Circular CIR/MRD/ICC/16/2012 dated June 15, 2012 58 SEBI Circular CIR/MRD/DP/ 21 /2012 dated August 02, 2012 59 SEBI Circular CIR/MIRSD/ 09 /2012 dated August 13, 2012 60 SEBI Circular MIRSD/09/2012 dated August 13, 2012 61 SEBI Circular CIR/MRD/DP/22/2012 dated August 27, 2012 62 SEBI Circular CIR/CFD/DIL/10/2012 dated August 28, 2012 63 SEBI Circular CIR/MRD/DP/24/2012 dated September 11, 2012 64 SEBI Circular CIR/MRD/DP/DA/25/2012 dated September 21, 2012 65 SEBI Circular CIR/MRD/DP/27/2012 dated November 01, 2012 66 SEBI Circular SEBI/MIRSD/01/2013 dated January 04, 2013 67 SEBI Circular CIR/MIRSD/2/2013 dated January 24, 2013 68 SEBI Circular CIR/CFD/DIL/6/2013 dated March 01, 2013 69 SEBI Circular SEBI/MRD/DRMNP/26/2013 dated September 04, 2013 70 SEBI Circular CIR/MRD/DSA/32/2013 dated October 04, 2013 71 SEBI Circular SEBI/MIRSD/09/2013 dated October 08, 2013 72 SEBI Circular SEBI/MIRSD/ 12/2013 dated December 04, 2013 73 SEBI Circular SEBI/MRD/DOP/01/2014 dated January 07, 2014 74 SEBI Circular MRD/DMS/03/2014 dated January 21, 2014 75 SEBI Circular SEBI/MRD/DMS/05/2014 dated February 07, 2014 76 SEBI Circular CIR/MRD/DP/21/2014 dated July 01, 2014 77 SEBI Circular CIR/MRD/DP/22/2014 dated July 04, 2014 78 SEBI Circular CIR/MRD/DP/31/2014 dated November 12, 2014

79 SEBI Circular CIR/MRD/DSA/33/2014 dated December 09, 2014 80 SEBI Circular CIR/OIAE/1/2014 dated December 18, 2014 81 SEBI Circular CIR/MRD/DP/1/2015 dated January 12, 2015 82 SEBI Circular MIRSD/1/2015 dated March 04, 2015 83 SEBI Circular CIR/MRD/DP/10/2015 dated June 05, 2015 84 SEBI Circular CIR/MRD/DP/13/2015 dated July 06, 2015 85 SEBI Circular CIR/MIRSD/2/2015 dated August 26, 2015 86 SEBI Circular CIR/MRD/DP/18/2015 dated December 09, 2015 87 SEBI Circular CIR/MRD/DP/19/2015 dated December 09, 2015 88 SEBI Circular MRD/DSA/01/2016 dated January 01, 2016 89 SEBI Circular CIR/MIRSD/29/2016 dated January 22, 2016 90 SEBI Circular CIR/MIRSD/64/2016 dated July 12, 2016 91 SEBI Circular CIR/MIRSD/ 66/2016 dated July 21, 2016 92 SEBI Circular SEBI/HO/MIRSD/MIRSD2/CIR/P/2016/95 dated September 26, 93 SEBI Circular SEBI/HO/MRD/DSA/CIR/P/2016/113 dated October 19, 2016 94 SEBI Circular CFD/DCR2/CIR/P/2016/131 dated December 09, 2016 95 SEBI Circular SEBI/HO/DMS/ CIR/P/2017/15 dated February 23, 2017 96 SEBI Circular SEBI/HO/MIRSD/MIRSD6/CIR/P/2017/20 dated March 10, 2017 97 SEBI Circular SEBI/HO/MRD/DP/CIR/P/2017/29 dated April 03, 2017 98 SEBI Circular SEBI/HO/MIRSD/MIRSD1/CIR/P/2017/38 dated May 02, 2017 99 SEBI Circular SEBI/HO/GSD/T&A/CIR/P/2017/42 dated May 16, 2017 100 SEBI Circular CIR/MRD/DP/56/2017 dated June14, 2017 101 SEBI Circular CIR/HO/MIRSD/MIRSD2/CIR/P/2017/59 dated June 15, 2017 102 SEBI Circular CIR/HO/MIRSD/MIRSD2/CIR/P/2017/64 dated June 22,2017 103 SEBI Circular CFD/CMD/CIR/P/2017/115 dated October 10, 2017 104 SEBI Circular SEBI/HO/MRD/DSA/CIR/P/2018/1 dated January 29, 2018 105 SEBI Circular SEBI/HO/OIAE/IGRD/CIR/P/2018/58 dated March 26, 2018 106 SEBI Circular IMD/FPIC/CIR/P/2018/61 dated April 05, 2018 107 SEBI Circular SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018 108 SEBI Circular SEBI/ HO/ MIRSD/ DOS3/ CIR/ P/ 2018/ 140 dated November 13, 109 SEBI Circular SEBI/HO/MIRSD/CIR/PB/2018/147 dated December 03, 2018 110 SEBI Circular CIR/MRD/CSC/148/2018 dated December 07, 2018 111 SEBI Circular CIR/MRD/CSC/151/2018 dated December 14, 2018 112 SEBI Circular SEBI/HO/MIRSD/DOP/CIR/P/2018/153 dated December 17, 2018 113 SEBI Circular CIR/MRD/DP/158/2018 dated December 27, 2018 114 SEBI Circular SEBI/HO/MIRSD/DOS2/CIR/P/2019/10 dated January 04, 2019 115 SEBI Circular SEBI/HO/MRD/DOP2DSA2/CIR/P/2019/13 dated January 10, 116 SEBI Circular SEBI/HO/MRD/DOP1/CIR/P/2019/24 dated January 31, 2019