¼ããÀ¦ããè¾ã ¹ãÆãä¦ã¼ãîãä¦ã ‚ããõÀ ãäÌããä¶ã½ã¾ã ºããñ¡Ã Securities and Exchange Board of India MASTER CIRCULAR CIR/MRD/DP/11/2010 April 6, 2010 To, All Depositories

Dear Sir / Madam,
Sub: Master Circular for Depositories

Securities and Exchange Board of India (SEBI) has been issuing various circulars from time to time. In order to enable the users to have an access to all the applicable circulars at one place, Master Circular for Depositories has been prepared. This Master Circular is a compilation of the circulars issued by SEBI up to March 31, 2010 and shall come into force from the date of its issue. Yours faithfully, Harini Balaji Deputy General Manager 022-26449372 harinib@sebi.gov.in

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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)
1.2 Exemptions from and clarifications relating to mandatory requirement
of PAN
1.3 Fees/Charges to be paid by BO
1.4 Transfer of funds and securities from Clearing Member pool account to
BO Account
1.5 Printing of Grievances Redressal Mechanism on Delivery Instruction
Form Book
1.6 Exemption to Depository Participants (DPs) from providing hard
copies of transaction statements to BOs
1.7 Safeguards on transfer of securities in dematerialized mode
Section-2 - Issuer related
2.1 Charges to be paid by Issuers
2.2 Activation of International Securities Identification Number (ISIN) in
case of IPO
2.3 Registrar and Transfer Agents
2.4 Mandatory admission of debt instruments on both the Depositories
2.5 American Depository Receipts (ADRs)/Global Depository Receipts
(GDRs)
2.6 Electronic Clearing System (ECS) facility
2.6.1 Dividend Distribution
2.6.2 Refund in public/rights issues
Section-3 – Depositories/ Depository Participant (DP) Related
3.1 Designated e-mail ID for redressal of investor complaints
3.2 Approval of amendments to Bye Laws / Rules of Stock Exchanges and
Depositories
3.3 Preservation of Records
3.4 Foreign investments in infrastructure companies in securities markets
3.5 Activity schedule for depositories for T+2 rolling Settlement
3.6 Settlement of transactions in case of holidays
3.7 Supervision of branches of depository participants
3.8 Designated e-mail ID for regulatory communication with SEBI
3.9 Disclosure of investor complaints and arbitration details on Depository
website
SCHEDULE

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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 With effect from July 02, 2007, PAN is the sole identification number
for all transactions in the securities market, irrespective of the amount of transaction1. A copy of the PAN card with photograph may be accepted as Proof of Identity. In this regard, intermediaries shall:-

I. Put necessary systems in place so that the databases of the clients
and their transactions are linked to the PAN details of the client.
II. Build necessary infrastructure to enable accessibility and query
based on PAN thereby enabling retrieval of all the details of the clients.
III. Collect copies of PAN cards issued to the existing as well as new
clients by the Income Tax Department and maintain the same in their record after verifying with the original.
IV. Cross-check the aforesaid details collected from their clients with
the details on the website of the Income Tax Department i.e. http://incometaxindiaefiling.gov.in/challan/enterpanforchallan.j sp2.
1.1.1.2 For individuals falling under the category exempted from the
mandatory requirement of PAN (Para 1.2), a copy of any one of the following may be accepted as Proof of Identity3
I. Passport
II. Voter ID Card
III. Driving license
IV. PAN card with photograph
V. Identity card/document with applicant’s Photo, issued by
a) Central/State Government and its Departments, b) Statutory/Regulatory Authorities, c) Public Sector Undertakings, d) Scheduled Commercial Banks, e) Public Financial Institutions, f) Colleges affiliated to Universities,

1
Reference circular MRD/DoP/Cir-5/2007 dated April 27, 2007. 2 IT Department since changed the link for verification:
http://incometaxindiaefiling.gov.in/portal/knowpan.do 3 Reference Circular MRD/DoP/Dep/Cir-29/2004 dated August 24, 2004 and circular SMDRP/POLICY/Cir-36 /2000 dated August 4, 2000.

¼ããÀ¦ããè¾ã ¹ãÆãä¦ã¼ãîãä¦ã ‚ããõÀ ãäÌããä¶ã½ã¾ã ºããñ¡Ã Securities and Exchange Board of India g) Professional Bodies such as ICAI, ICWAI, ICSI, Bar Council etc., to their Members; and h) Credit cards/Debit cards issued by Banks
1.1.2 Proof of Address (PoA)4
A copy of any one of the following documents may be accepted as proof of address:
I. Ration Card
II. Passport
III. Voter ID Card
IV. Driving license
V. Bank Passbook
VI. Verified copies of
a) Electricity bills (not more than 2 months old), b) Residence Telephone bills (not more than 2 months old) and c) Lease and License agreement / Agreement for sale.
VII. Self-declaration by High Court and Supreme Court judges, giving the
new address in respect of their own accounts.
VIII. Identity card/document with address, issued by
a) Central/State Government and its Departments, b) Statutory/Regulatory Authorities, c) Public Sector Undertakings, d) Scheduled Commercial Banks, e) Public Financial Institutions, f) Colleges affiliated to universities; and g) Professional Bodies such as ICAI, ICWAI, Bar Council etc., to their Members. 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 diligence6 while establishing the identity of the person to ensure the safety and integrity of the depository system.
1.2 Exemptions from and clarifications relating to mandatory
requirement of PAN

4
Reference Circular MRD/DoP/Dep/Cir-29/2004 dated August 24, 2004 and circular SMDRP/POLICY/Cir-36 /2000 dated August 4, 2000. 5 Reference Circular MRD/DoP/Dep/Cir-09/06 dated July 20, 2006 6 Reference point 5 of part II on ‘Customer Due Diligence’ of master circular no. ISD/AML/CIR1/2008 dated December 19, 2008.

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1.2.1 Central and State Government and officials appointed by Courts7
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.8 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.
1.2.2 Investors in Sikkim9
Investors residing in the state of Sikkim are exempted from the mandatory requirement of furnishing PAN card details for their demat accounts.10 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.11
1.2.3 UN entities and multilateral agencies exempt from paying taxes/
filling tax returns in India12
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.
1.2.4 FIIs/Institutional Clients13
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, FIIs, 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 4A of the Companies Act, 1956.
1.2.5 HUF, Association of Persons (AoP), Partnership Firm, unregistered
Trust, Registered Trust, Corporate Bodies, minors, etc.9

7 Reference Circular MRD/DoP/Cir-20/2008 dated June 30, 2008. 8 Reference Rule 114C (1)(c) of Income Tax Rules. 9 Reference Circular MRD/DoP/Dep/Cir-09/06 dated July 20, 2006. 10 Reference Hon’ble High Court of Sikkim judgment dated March 31, 2006. 11 Reference Circular MRD/DoP/Dep/Cir-29/2004 dated August 24, 2004. 12 Reference Circular MRD/DoP/Dep/Cir-09/06 dated July 20, 2006. 13 Reference Circular MRD/DoP/Dep/SE/Cir-13/06 dated September 26, 2006.

¼ããÀ¦ããè¾ã ¹ãÆãä¦ã¼ãîãä¦ã ‚ããõÀ ãäÌããä¶ã½ã¾ã ºããñ¡Ã Securities and Exchange Board of India 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. The PAN number of Registered Trust, Corporate Bodies and minors shall be obtained when accounts are opened in their respective names.
1.2.6 Mismatch in PAN card details, difference in maiden name and
current name of investors.9
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 by collecting sufficient documentary evidence in support of the identity of the investors.14
1.2.7 NRI/PIOs15
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.16
1.3 Fees/Charges to be paid by BO
1.3.1 Account opening, custody and credit of securities17
With effect from February 1, 2005
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.
1.3.2 Account Closure18
No Account closure charges shall be levied on BO on the closure of any account.
1.3.3 Inter Depository Transfer19

14 Reference Circular MRD/DoP/Dep/Cir-29/2004 dated August 24, 2004. 15 Reference Circular MRD/DoP/Dep/SE/Cir-17/06 dated October 27, 2006. 16 Reference Income Tax (Systems) PAN Circular No. 4 dated October 11, 2006. 17Reference Circular MRD/DoP /SE/Dep/Cir-4/2005 dated January 28, 2005. 18 Reference Circular D&CC/FITTC/CIR - 12/2002 dated October 30, 2002.

¼ããÀ¦ããè¾ã ¹ãÆãä¦ã¼ãîãä¦ã ‚ããõÀ ãäÌããä¶ã½ã¾ã ºããñ¡Ã Securities and Exchange Board of India Inter-depository transfer of shares does not attract Stamp duty and it does not require compliance with section 108 of the Companies Act 1956.
1.3.4 Transfer of a BO Account20
With effect from January 09, 2006
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.
1.3.5 Dissemination of tariff/charge structure of DPs on the website of
depositories 21
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. 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.
1.4 Transfer of funds and securities from Clearing Member pool
account to BO Account22
Clearing members shall transfer the funds and securities from their respective Pool account to the respective beneficiary account of their clients within 1 working day after the pay-out day. The securities lying in the pool account beyond the stipulated period shall attract a penalty at the rate of 6 basis point per week on the value of securities. The penalty so collected by the depositories shall 19 Reference Circular SMDRP/Policy/Cir-29/99 dated August 23, 1999. 20Reference Circular MRD/DoP/Dep/Cir-22 /05 dated November 9, 2005. 21 Reference Circular MRD/Dep/Cir- 20/06 dated December 11, 2006. 22Reference Circular SMDRP/Policy/Cir-05/2001 dated February 1, 2001 & Circular SEBI/MRD/Policy/AT/Cir-19/2004 dated April 21, 2004.

¼ããÀ¦ããè¾ã ¹ãÆãä¦ã¼ãîãä¦ã ‚ããõÀ ãäÌããä¶ã½ã¾ã ºããñ¡Ã Securities and Exchange Board of India be credited to a separate account with the depository and earmarked for defraying the expenses in connection with the investors’ education and awareness programs conducted by the depository. The securities lying in the pool account beyond the above period shall not be eligible either for delivery in the subsequent settlement(s) or for pledging or stock lending purpose, until the same are credited to the beneficiary accounts. The securities lying in the Clearing member’s pool account beyond the specified time period shall be identified based on the settlement number. The clearing corporation/houses of the stock exchanges shall provide the settlement-wise details of securities to the depositories and the depositories shall maintain the settlement-wise records for the purpose. Further, stock exchanges shall execute direct delivery of securities to the investors. Clearing corporation/clearing house (CC/CH) shall ascertain from each clearing member, the beneficial account details of their respective clients due to receive pay out of securities. Based on this, the CC/CH shall send pay out instructions to the depositories so that the client receives pay out of securities directly to the extent of instructions received from the respective clearing members. To the extent of instruction not received, the securities shall be credited to the CM pool account.
1.5 Printing of Grievances Redressal Mechanism on Delivery
Instruction Form Book 23
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. There will be occasions when you have grievances against a listed company/ intermediary registered with SEBI. In the event of such grievance you should first approach the concerned company/ intermediary against whom you have a grievance. However, you may not be satisfied with their response. Therefore you should know whom you should turn to get your grievance redressed. SEBI takes up grievances related to issue and transfer of securities and non-payment of dividend with listed Companies. In addition, SEBI also takes up grievances against the various intermediaries registered with it and related issues. Given below are types of grievances for which you could approach SEBI.

23 Reference Circular No. SEBI/MRD/DOP/Cir-22/2004 dated July 14, 2004.

¼ããÀ¦ããè¾ã ¹ãÆãä¦ã¼ãîãä¦ã ‚ããõÀ ãäÌããä¶ã½ã¾ã ºããñ¡Ã Securities and Exchange Board of India Nature of grievance – Regarding Type-I: Refund order/ Allotment Advice Type-II: Non-receipt of dividend. Type-III: Non-receipt of share certificates after transfer Type-IV: Debentures Type-V: Non-receipt of letter of offer for rights Type VI: Collective Investment Schemes Type VII: Mutual Funds/ Venture Capital Funds/ Foreign Venture Capital Investors/ Foreign Institutional Investors/ Portfolio Managers, Custodians Type VIII: Brokers/Debenture Trustees /Depository Participants/ Merchant Bankers /Registrars and Transfer Agents / Bankers to Issue/ Underwriters/ Credit Rating Agencies/ Securities lending Intermediaries Type IX: Exchanges/ Clearing and Settlement Organizations/ Depositories Type X: Derivative Trading Type XI: Buyback /Delisting /Substantial Acquisition /Takeovers /Corporate Governance /Corporate Restructuring /Compliance with Listing Conditions For faster action send Type I to Type XI complaints, to the OIAE Division of SEBI at Mumbai or Regional Offices at the following addresses:
Address of SEBI Offices
SEBI, Head Office, Plot No.C4-A, 'G' Block, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051. 022-26449000 / 40459000 (iggc@sebi.gov.in) Office of Investor Assistance and Education, SEBI Bhavan, Plot No.C4-A, 'G' Block, Bandra Kurla Complex, Bandra (E), Mumbai 400 021 022-26449188 / 26449199 (investorcomplaints@sebi.gov.in) SEBI, Northern Regional Office, 5th Floor, Bank of Baroda Building,16, Sansad Marg, New Delhi - 110 001 011- 23724001-05 (sebinro@sebi.gov.in) SEBI, Eastern Regional Office, L&T Chambers, 3rd Floor, 16, Camac Street, Kolkata - 700 016 033-23023000. (sebiero@sebi.gov.in) SEBI, Southern Regional Office, 3rd Floor, D Monte Bldg, No. 32, D' Monte Colony, TTK Road, Alwarpet, Chennai 600 018 044-24995676/5525/7385/7480 (sebisro@sebi.gov.in) SEBI, Ahmedabad Regional, Office Unit No: 002, Ground Floor, SAKAR I, Near Gandhigram Railway Station, Opp. Nehru Bridge Ashram Road, Ahmedabad - 380 009 Tel : 079-26583633- 35 E-mail : sebiaro@sebi.gov.in

¼ããÀ¦ããè¾ã ¹ãÆãä¦ã¼ãîãä¦ã ‚ããõÀ ãäÌããä¶ã½ã¾ã ºããñ¡Ã Securities and Exchange Board of India The following types of grievances should be taken up with:
With the Stock Exchange: At the Investor Information Centre of all the recognised Stock Exchanges

Related to securities
traded/listed with the exchanges
Trades effected on the exchange w.r.t the companies listed on it or by the members of exchange With the Department Of Company Affairs (DCA/ concerned Registrar of Companies (ROC)
Against unlisted
companies
For non-receipt of annual
report, AGM Notice
Fixed deposit in manufacturing companies Forfeiture of shares With the Reserve Bank of India
Fixed deposits in Banks Fixed deposits in Non Banking Finance Companies
For more information visit our website – http:\investor.sebi.gov.in

The following types of grievances should be taken up with:
With the Stock Exchange: At the Investor Information Centre of all the recognised Stock Exchanges

Related to securities
traded/listed with the exchanges
Trades effected on the exchange w.r.t the companies listed on it or by the members of exchange With the Department Of Company Affairs (DCA/ concerned Registrar of Companies (ROC)
Against unlisted
companies
For non-receipt of annual
report, AGM Notice
Fixed deposit in manufacturing companies Forfeiture of shares With the Reserve Bank of India
Fixed deposits in Banks Fixed deposits in Non Banking Finance Companies
For more information visit our website – http:\investor.sebi.gov.in
1.6 Exemption to DPs from giving hard copies of transaction
statements to BOs 24
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

24 Reference Circular MRD/DoP/Dep/Cir-27/2004 dated August 16, 2004.

¼ããÀ¦ããè¾ã ¹ãÆãä¦ã¼ãîãä¦ã ‚ããõÀ ãäÌããä¶ã½ã¾ã ºããñ¡Ã Securities and Exchange Board of India deemed to be in compliance of the provisions of the Regulation 43 of SEBI (Depositories & Participants) Regulations, 1996; if the BO is still desirous of receiving statements in hard copy, DPs shall be duty bound to provide the same.

1.7 Safeguards to address the concerns of the investors on transfer
of securities in dematerialized mode25
Following safeguards shall be put in place to address the concerns of the investors arising out of transfer of securities from the BO Accounts:
a. 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.

b. The DPs shall not accept pre-signed DIS with blank columns from the BO(s).
c. If the DIS booklet is lost / stolen / not traceable by the BO, then the BO
shall immediately intimate the DP in writing about the loss. On receipt of such intimation, the DP shall cancel the unused DIS of the said booklet. d. The DPs shall not issue more than 10 loose DIS to one accountholder 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 e. 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., as referred to in clause (c) above f. The DPs shall put in place appropriate checks and balances with regard to verification of signatures of the BOs while processing the DIS.

25 Reference Circular SEBI/MRD/Dep/Cir-03/2007 dated February 13, 2007 and Circular SEBI/MRD/Dep/Cir-03/2008 dated February 28, 2008.

¼ããÀ¦ããè¾ã ¹ãÆãä¦ã¼ãîãä¦ã ‚ããõÀ ãäÌããä¶ã½ã¾ã ºããñ¡Ã Securities and Exchange Board of India g. The DPs shall cross check with the BOs under exceptional circumstances before acting upon the DIS. h. The DPs shall mandatorily verify with a BO before acting upon the DIS, in case of an account which remained inactive i.e., where no debit transaction had taken place for a continuous period of 6 months, whenever all the ISIN balances in that account (irrespective of the number of ISINs) are transferred at a time. However, in case of active accounts, such verification may be made mandatory only if the BO account has 5 or more 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.

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SECTION 2: ISSUER RELATED
2.1 Charges paid by Issuers 26
With effect from April 01, 2009 depositories may levy and collect the charges towards custody from the issuers, on a per folio (ISIN position) basis as at the end of the financial year, as per the details given below:
Issuers to pay @ Rs.8.00 (*) per folio (ISIN position) in the respective depositories, subject to a minimum as mentioned below:

Plus service tax as applicable
If the issuer fails to make the payment, Depositories may charge penal interest subject to a maximum of 12% per annum.
2.2 Activation of ISIN in case of IPO27
Depositories shall activate the ISINs only on the date of commencement of trading on the stock exchanges.
2.3 Registrar and Share Transfer Agent
2.3.1 Appointment of a single agency for share registry work28
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.
2.3.2 Inter-Depository transfers29

26 Reference Circular MRD/DoP/SE/Dep/Cir-2/2009 dated February 10, 2009 and Circular SEBI/MRD/SE/DEP/Cir-4/2005 dated January 28, 2005. 27 Reference Circular SEBI/MRD/DEP/Cir-2/06 dated January 19, 2006. 28 Reference Circular D&CC/FITTC/Cir-15/2002 dated December 27, 2002. Nominal value of admitted securities (Rs.) Annual Custodial Fee payable by a Issuer to each Depository (Rs.) (*) Upto 5 crore 6,000 Above 5 crore and upto 10 crore 15,000 Above 10 crore and upto 20 crore 30,000 Above 20 crore 50,000

¼ããÀ¦ããè¾ã ¹ãÆãä¦ã¼ãîãä¦ã ‚ããõÀ ãäÌããä¶ã½ã¾ã ºããñ¡Ã Securities and Exchange Board of India 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 a. A Depository does not have adequate balance of securities in its account or b. There is mismatch of transfer requests from the Depositories.
2.3.3 Common Registrars and Share Transfer agents30
Every company shall appoint the same Registrars and Share Transfer agents for both the depositories.
2.3.4 Dematerialisation requests29
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.
2.4 Mandatory admission of debt instruments on both the
Depositories31
Debt instruments shall necessarily be admitted on both the Depositories.
2.5 American Depository Receipts (ADRs)/Global Depository
Receipts (GDRs)
2.5.1 Delivery of underlying shares of GDRs/ADRs in dematerialised
form32
Underlying shares of GDRs/ADRs shall be compulsorily delivered in dematerialised form. Pursuant to RBI directions in this regard, a nonresident 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. 29 Reference Circular no. SMDRP/Policy/Cir-28/99 dated August 23, 1999. 30 Reference Circular SMDRP/Policy/Cir-28/99 dated August 23, 1999. 31 Reference Circular D&CC/FITTC/Cir-13/2002 dated November 1, 2002 and Circular MRD/DoP/SE/Dep/Cir-36/04 dated October 27, 2004. 32 Reference Circular SMDRP/Policy/Cir-9/99 dated May 6, 1999.

¼ããÀ¦ããè¾ã ¹ãÆãä¦ã¼ãîãä¦ã ‚ããõÀ ãäÌããä¶ã½ã¾ã ºããñ¡Ã Securities and Exchange Board of India 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.
2.5.2 Tracking of underlying shares of GDRs/ADRs33
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:

Total number of shares at the beginning of the month
Number of shares transferred into the account (credited) during
the month
Number of shares transferred out of the account (debited)
during the month.
Balance at the end of the month.
This service can be availed of only by foreign investors other than the OCBs.
2.6 Electronic Clearing System (ECS) facility
2..6.1 Dividend Distribution 34
Companies shall use ECS facility for distribution of dividends and other cash benefits to the investors. If ECS facility is not available, companies may use warrants for distribution of dividends. In order to avoid fraudulent encashment of dividend and other cash benefits, all companies shall print the bank account details, furnished by the Depositories, on the payment instruments. 2..6.2 Use of ECS for refund in public/rights issues.35 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

33 Reference Circular D&CC/FITTC/Cir-09/2002 dated July 4, 2002 and Ciruclar D&CC/FITTC/Cir-10/2002 dated September 25, 2002. 34 Reference Circular D&CC/FITTCIR-3/2001 dated October 15, 2001 and Circular D&CC/FITTC/Cir- 04/2001 dated November 13, 2001. 35 Reference Circular SEBI/MRD/DEP/Cir-3/06 dated February 21, 2006 and circular SEBI/CFD/DILDIP/29/2008/01/02 dated February 1, 2008 and Letter no. MRD/DEP/PP/123624/08 dated April 23, 2008.

¼ããÀ¦ããè¾ã ¹ãÆãä¦ã¼ãîãä¦ã ‚ããõÀ ãäÌããä¶ã½ã¾ã ºããñ¡Ã Securities and Exchange Board of India 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.

¼ããÀ¦ããè¾ã ¹ãÆãä¦ã¼ãîãä¦ã ‚ããõÀ ãäÌããä¶ã½ã¾ã ºããñ¡Ã Securities and Exchange Board of India
SECTION-3: DEPOSITORIES/ DEPOSITORY PARTICIPANT (DP)
RELATED
3.1Designated e-mail ID for redressal of investor complaints 36 Depositories and registered DPs shall designate an exclusive e-mail ID for the grievance redressal division/compliance officer exclusively for registering investor complaints. 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.
3.2 Approval of amendments to Bye Laws / Rules of Stock
Exchanges and Depositories37
Depositories and exchanges shall submit the following information while seeking SEBI approval for amendment to Bye Laws/ Rules/ Regulations and amendments thereto:

i The objective/purpose of amendments. ii Whether the amendment is consequential to any directive/circulars/ guidelines from SEBI/ Government and the details thereof. iii Whether such amendments necessitate any consequential amendments to any other Bye Laws/ Rules/ Regulations. iv The proceedings of the Governing Board or Governing Council, as the case may be, wherein these proposed amendments were approved by the Exchanges/ Depositories. v 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. 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.
3.3 Preservation of Records38

36 Reference Circular MRD/DoP/Dep/SE/Cir-22/06 dated December 18, 2006. 37 Reference Circular LGL/Cir-2/2003 dated February 19, 2003.

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i. Depositories and Depository Participants are required to preserve the records
and documents for a minimum period of 5 year.
ii. 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.
3.4 Foreign investments in infrastructure companies in securities
markets39
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:

a) Foreign investment shall be allowed in such companies up to 49% with a separate Foreign Direct Investment (FDI) cap of 26% and Foreign Institutional Investment (FII) cap of 23%; b) FDI shall be allowed with specific prior approval of FIPB; c) FII shall be allowed only through purchases in the secondary market; d) FII shall not seek and will not get representation on the Board of Directors; e) No foreign investor, including persons acting in concert, will hold more than 5% of the equity in these companies. 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) (Manner of Increasing and Maintaining Public Shareholding in Recognised Stock Exchanges) Regulations, 2006.
3.5 Activity schedule for depositories for T+2 rolling Settlement40
The activity schedule for T+2 Rolling Settlement is as under:
Sr.
No.
Day Time Description of activity
38Reference Circular SEBI/MRD/DEP/Cir-24/05 dated December 22, 2005, circular SEBI/MRD/SE/Cir-16/2005 dated August 04, 2005 and circular MRD/DoP/DEP/Cir- 20 /2009 dated December 9, 2009. 39 Reference Circular MRD/DSA/SE/Dep/Cust/Cir-23/06 dated December 22, 2006. 40Reference Circular DCC/FITTC/Cir-19/2003 dated March 4, 2003 and Circular MRD/DoP/SE/Dep/Cir-18/2005 dated September 2, 2005.

¼ããÀ¦ããè¾ã ¹ãÆãä¦ã¼ãîãä¦ã ‚ããõÀ ãäÌããä¶ã½ã¾ã ºããñ¡Ã Securities and Exchange Board of India 1 T Trade Day By 1.00 pm Completion of custodial confirmation of trades to CC/CH. (There is no separate extended time limit for late confirmations). 2 T+1 By 2.30 pm Completion of process and download obligation files to brokers/ custodians by the CC/CH. By 11.00 am Pay-in of securities and funds. 3 T+2 By 1.30 pm Pay-out of securities and funds. All Depositories shall adhere to the aforementioned activity schedule to implement T+2 rolling settlement. DPs shall adhere to the designated activities within the prescribed time limits as under:

DPs shall accept instructions for pay-in of securities from clients in the
physical form atleast upto 4 p.m. and in electronic form atleast upto 6 p.m. on T+1.
DPs shall complete execution of pay-in instructions latest by 10:30 am
on T+2.
Depositories shall download the processed pay-in files to the Exchange
/ Clearing House / Clearing Corporation latest by 11:00 a.m. on T+2.
Pay-out of securities by the Exchange / Clearing House / Clearing
Corporation to the Depositories shall be executed by 1:30 p.m. on T+2.
Pay-out of securities shall be completed by the Depositories by 2:00
p.m. on T+2.
All instructions received by the DPs shall have an execution date, which may be either a current date or a future date. Instructions shall be valid till the pay-in deadline or till 'end of day' (EOD) of the execution date, whichever is earlier. DPs shall ensure that the validity period of instructions is brought to the notice of the client while accepting the instructions. In case the client account does not have sufficient balance before pay-in deadline or till EOD, such instructions shall fail.
3.6 Settlement of transactions in case of holidays41
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

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

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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.
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.
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.
The Stock Exchanges/Depositories shall follow a strict time schedule to ensure
that the settlements are completed on the same day.
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 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.
3.7 Supervision of branches of DPs42
To ensure compliance with Regulation 46 of the SEBI (Depositories and Participants) Regulations, 1996, and Clause 19 of the Code of Conduct for Participants contained in the Third Schedule to the 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. 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.

42 Reference Circular MIRSD/DPS-III/Cir-9/07 dated July 3, 2007.

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3.8 Designated e-mail ID for regulatory communication with
SEBI43
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 personcentric.
3.9 Disclosure of investor complaints and arbitration details on
Depository website 44
Depositories shall disclose the details of complaints lodged by Beneficiary Owners (BO’s)/ investors against Depository Participants (DPs) in their website. The aforesaid disclosure shall also include details pertaining to arbitration and penal action against the DPs. The format for the reports for the aforesaid disclosure consists of the following reports:
a. Report 1A: Complaints received against DPs during 2009-10 b. Report 1B: Redressal of Complaints received against DPS during 2008-09
c. Report 1C: Redressal of Complaints received against DPs during 2009-10
d. Report 2A: Details of Arbitration Proceedings (where Investor is a party) during 2008-09:
e. Report 2B: Details of Arbitration Proceedings (where Investor is a party) during 2009-10 f. Report 3A: Penal Actions against DPs during 2008-09 g. Report 3B: Penal Actions against DPs during 2009-10 h. Report 4A: Redressal of Complaints lodged by investors against Listed Companies during 2008 -09
i. Report 4B: Redressal of Complaints lodged by investors against Listed
Companies during 2009 -10

43 Reference Circular MIRSD/DPS- III/Cir-23/08 dated July 25, 2008. 44 Reference Circular SEBI/MRD/ OIAE/ Dep/ Cir- 4/2010 dated January 29, 2010.

¼ããÀ¦ããè¾ã ¹ãÆãä¦ã¼ãîãä¦ã ‚ããõÀ ãäÌããä¶ã½ã¾ã ºããñ¡Ã Securities and Exchange Board of India Report 1A: Complaints received against Depository Participants (DPs)# during 2009-10: Updated on mmm dd yyyy (to be updated weekly) (In excel sheet) Sl. Details of Complaint Status of Complaint No. 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 1 2 3 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

¼ããÀ¦ããè¾ã ¹ãÆãä¦ã¼ãîãä¦ã ‚ããõÀ ãäÌããä¶ã½ã¾ã ºããñ¡Ã Securities and Exchange Board of India Report 1B: Redressal of Complaints received against Depository Participants (DPs) during 2008-09: Updated on mmm dd yyyy (to be updated every quarter) (In excel sheet) Of the Complaints received during 2008-09 No. of Complaints Sl. No. Name of the DP Status of DP (active/ inactive/ in process of termination /withdrawal) No. of BOs accounts at the beginning of the year No. of Complai nts received against the DP * Resolved through the Depository Non actiona ble Arbitrat ion Advise d Pending for redressal with Depository No. of Arbitrati on filed by BOs Decide d by the Arbitrat ors Decided by Arbitrator s in favour of the BOs Pending for Redressal with Arbitrators 1 2 3 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)