भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
MASTER CIRCULAR FOR DEPOSITORIES
SEBI/HO/MRD/DP/CIR/P/2016/134 December 15, 2016
To,
All Depositories
Dear Sir / Madam,
Subject: Master Circular for Depositories
Securities and Exchange Board of India (SEBI) has been issuing various
circulars/directions from time to time. In order to enable the users to have an
access to all the applicable circulars/directions at one place, Master Circular for
Depositories has been prepared.
This Master Circular is a compilation of the circulars/communications issued by
SEBI up to March 31, 2016 and shall come into force from the date of its issue.
This Master Circular shall supersede previous Master Circular
CIR/MRD/DP/6/2015 dated May 07, 2015.
Susanta Kumar Das
Deputy General Manager
susantad@sebi.gov.in
1
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
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 SARAL Account Opening Form for resident individuals
1.1.5 Clarifications with regard to KYC requirement for eligible
Foreign Investors
1.1.6 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
(DP-BO Rights and Obligation Document)
1.4 Opening of demat account in case of HUF
1.5 Operation of minor’s demat account
1.6 Facility for a Basic Services Demat Account (BSDA)
1.7 Change of Name in the Beneficial Owner (BO) Account
1.8 Fees/Charges to be paid by BO
1.9 Safeguards on transfer of securities in dematerialized mode
1.10 Delivery Instruction Slip (DIS) Issuance and Processing
1.11 Transmission of shares
1.12 SMS alerts for demat accounts operated by Power of Attorney
1.13 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
1.14 Discontinuation of sending transaction statements by depository
participants to clients
1.15 Exemption to Depository Participants (DPs) from providing hard copies
of transaction statements to BOs
1.16 Transfer of funds and securities from Clearing Member pool account to
BO Account
1.17 Consolidated Account Statement (CAS) for all securities assets
Section - 2: Depository Participants (DP) Related
2.1 Supervision of branches of depository participants
2.2 Incentivisation to Depositories Participants (DPs)
2.3 Implementation of the Multilateral Competent Authority Agreement
and Foreign Account Tax Compliance Act
2
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
2.4 Printing of Grievances Redressal Mechanism on Delivery Instruction
Form Book
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 Registrar and Share Transfer Agents
3.4 Mandatory admission of debt instruments on both the Depositories
3.5 American Depository Receipts (ADRs)/Global Depository Receipts
(GDRs)
3.6 Electronic Clearing System (ECS) facility
3.6.1 Use of ECS for refund in public/ rights issues
3.6.2 Usage of electronic payment modes for making cash payment to
the investors
3.7 Withdrawal by issuers from the depository
3.8 Further issue of shares under Section 86 of Companies Act and
Companies (Issue of Share capital with Differential Voting Rights)
Rules, 2001
Section - 4: Depositories Related
4.1 Activity schedule for depositories for T+2 rolling Settlement
4.2 Settlement of transactions in case of holidays
4.3 Deadline time for accepting non pay-in related instructions
4.4 Approval of amendments to Bye Laws / Rules of Stock Exchanges and
Depositories
4.5 Preservation of Records
4.6 Pledge of Shares through depository system
4.7 Foreign investments in infrastructure companies in securities markets
4.8 Designated e-mail ID for regulatory communication with SEBI
4.9 Designated e-mail ID for redressal of investor complaints
4.10 Redressal of complaints against Stock Exchanges and Depositories
through SEBI Complaints Redress System (SCORES)
4.11 Limitation period for filing an arbitration reference
4.12 Disclosure of investor complaints and arbitration details on Depository
website
4.13 Disclosure of regulatory orders and arbitration awards on Depository
website
3
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
4.14 Establishment of connectivity by Clearing House / Clearing
Corporation (CH/CC) with the Depository – Clarification
4.15 Computing and monitoring of the Aggregate Value of Portfolio of
Securities (AVPS) of the BOs held in dematerialised form by Stock
Broker DPs
4.16 Rajiv Gandhi Equity Savings Scheme, 2012 (RGESS)
4.17 Principles of Financial Market Infrastructures (PFMIs)
4.18 Annual System Audit of Depositories
4.19 Guidelines for Business Continuity Plan (BCP) and Disaster Recovery
(DR)
4.20 (Information Technology) IT Governance For Depositories
4.21 Guidelines for inspection of Depository Participants (DPs) by
Depositories
4.22 Activity of Demat of warehouse receipts
4.23 Voting rights in respect of securities held in pool account
4.24 Risk Management Policy at the Depositories
4.25 Outsourcing by Depositories
4.26 Cyber Security and Cyber Resilience framework of Depositories
4.27 Database for Distinctive Number (DN) of Shares
4.28 Ticker on Website - For Investor awareness
4.29 Separate mobile number/ email id for the clients of Depository
Participants (DPs)
SCHEDULE
List of Circulars & Communications
4
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
Section 1: Beneficial Owner (BO) Accounts
1.1 Opening of BO Account by non body corporates
1.1.1 Proof of Identity (PoI)
i. Permanent Account Number (PAN) to be the sole identification number
for all transactions in the securities market1
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. 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.
d. 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.jsp2.
List of documents admissible as Proof of Identity3
a. Unique Identification Number (UID) (Aadhaar)/ Passport/ Voter ID
card/ Driving license.
b. PAN card with photograph.
c. 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.
1 Reference: Circular MRD/DoP/Cir-5/2007 dated April 27, 2007
2 Income Tax Department since changed the link for verification to:
https://incometaxindiaefiling.gov.in/e-Filing/Services/KnowYourPanLink.html
3 Reference: Circular MIRSD/SE/Cir-21/2011 dated October 05, 2011
5
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
d. e-KYC service launched by UIDAI shall also be accepted as a valid
process for KYC verification. The information containing the relevant
client details and photograph made available from UIDAI as a result of
e-KYC process shall be treated as a valid proof of Identity.4
e. With a view to bring about operational flexibility and in order to ease the
PAN verification process, the intermediaries may verify the PAN of their
clients online at the Income Tax website without insisting on the original
PAN card, provided that the client has presented a document for Proof
of Identity other than the PAN card.5
1.1.2 Proof of Address (PoA)6
List of documents admissible as Proof of Address:
(*Documents having an expiry date should be valid on the date of
submission.)
a. Passport/ Voters Identity Card/ Ration Card/ Registered Lease or Sale
Agreement of Residence/ Driving License/ Flat Maintenance bill/
Insurance Copy.
b. Utility bills like Telephone Bill (only land line), Electricity bill or Gas bill
- Not more than 3 months old.
c. Bank Account Statement/Passbook -- Not more than 3 months old.
d. Self-declaration by High Court and Supreme Court judges, giving the
new address in respect of their own accounts.
e. 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.
f. 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.
g. For FII/sub account, Power of Attorney given by FII/sub-account to the
Custodians (which are duly notarized and/or apostiled or consularised)
that gives the registered address should be taken.
4 Reference: Circular SEBI/MIRSD/09/2013 dated October 08, 2013
5 Reference: Circular SEBI/MIRSD/01/2013 dated January 04, 2013
6Reference: Circular MIRSD/SE/Cir-21/2011 dated October 05, 2011
6
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
h. The proof of address in the name of the spouse may be accepted.
i. Aadhaar Letter issued by UIDAI shall be admissible as Proof of Address
in addition to Proof of Identity.7
j. e-KYC service launched by UIDAI shall also be accepted as a valid
process for KYC verification. The information containing the relevant
client details and photograph made available from UIDAI as a result of
e-KYC process shall be treated as a valid proof of address.8
DP shall ensure that all documents pertaining to proof of identity and proof
of address are collected from all the account holders.9 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 diligence10 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 process11
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.12
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)
7Reference: Circular MIRSD/09/2012 dated August 13, 2012
8 Reference: Circular SEBI/MIRSD/09/2013 dated October 08, 2013
9 Reference: Circular MRD/DoP/Dep/Cir-29/2004 dated August 24, 2004
10 Reference: Point 5 of part II on ‘Customer Due Diligence’ of master circular no. ISD/AML/CIR-
1/2008 dated December 19, 2008
11 Reference: Circular SEBI/MIRSD/09/2013 dated October 08, 2013
12 Reference: Circular: CIR/MIRSD/29/2016 dated January 22, 2016
7
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
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 Rs. 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 KYC information on the KRA system in terms of 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.
1.1.4 SARAL Account Opening Form for resident individuals13
i. 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.
ii. 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')
13 Reference Circular MIRSD/1/2015 dated March 04, 2015
8
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
termed as 'SARAL AOF' given at Annexure A. 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.
iii. 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 in SEBI Circulars dated
August 22, 2011 and October 5, 2011 shall continue to remain applicable. It
is further clarified that the provisions laid down under the PML Act, PML
Rules, SEBI Master Circular on AML dated December 31, 2010 and SEBI
Circular on AML dated March 12, 2014 shall also continue to remain
applicable for set of individual investors mentioned in paragraph (ii) above.
iv. 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:
a. 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.
b. 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.
9
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
1.1.5 Clarifications with regard to KYC requirement for eligible Foreign
Investors14
i. SEBI has received representations regarding operational issues in the
implementation of SEBI circulars No CIR/MIRSD/16/2011 dated August
22, 2011 and MIRSD/SE/Cir-21/2011 dated October 5, 2011 on know your
client norms for the securities market SEBI Circulars in case of foreign
investors viz. Foreign Institutional Investors, Sub Accounts and Qualified
Foreign Investors. In consultation with the Stock Exchanges, Depositories
and Intermediaries, certain clarifications are issued, as given in Annexure
A, with respect to these investors.
ii. Eligible foreign investors investing under Portfolio Investment Scheme
('PIS') route shall be classified as Category I, II and III as provided in
Annexure B. The intermediary shall follow risk based Know Your Client
norms. Accordingly, certain clarifications are hereby issued, as given in
Annexure C, based on the category of these investors.
iii. Eligible foreign investors investing under PIS route shall be subject to KYC
review as and when there is any change in material information /
disclosure.
Annexure A
Sr Relevant requirements on KYC Clarifications for Foreign Investors
No. Form viz. FIIs,
as per SEBI Circulars dated Sub Accounts and QFIs
August
22, 2011 and October 5, 2011
1. Authorized signatories list with If the client has authorized the
specimen signatures to be Global Custodian - an entity
submitted. regulated by an appropriate foreign
regulatory authority or Local
Custodian registered with SEBI as a
signatory by way of a Power of
Attorney ('PoA') to sign on its
behalf, such PoA may be accepted.
14 Reference CIR MIRSD/11/2012 dated September 05, 2012 and CIR MIRSD/07/2013 dated
September 12, 2013
10
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
2. Intermediary has to get the KYC The Global Custodian or the Local
form filled from the clients. Custodian may fill the KYC form, if
authorized through the PoA.
3. PAN to be taken for individual Not applicable.
promoters holding control -
either directly or indirectly,
Partners/Trustees, whole time
directors/two directors in
charge of day to day operations
and persons authorized to deal
in securities on behalf of
company/firm/others.
4. For foreign nationals, (allowed Proof of Identity document duly
to trade subject to RBI and attested by the entities authorized
FEMA guidelines), copy of for the same as per SEBI Circular
passport/PIO Card/OCI Card dated October 5, 2011 or authorised
is mandatory. signatories as mentioned at point 1
above may be adequate in lieu of the
passport copy.
5. For foreign entities, CIN is CIN no. is provided as an example
optional; and in the absence of and requires the client’s registration
DIN no. for the directors their number in its respective country. If
passport copy should be given. the foreign entity does not have
CIN, the equivalent registration
number of the entity may be
mentioned. If it does not have any
registration number, then SEBI
Registration number may be
mentioned.
In case the directors (as per point 3
above), of the client do not have an
equivalent of DIN in the client’s
respective jurisdiction, "Not
Applicable" may be stated. Copy of
the Passport may not be provided.
6. It shall be mandatory for all the In person verification is not
Intermediaries addressed in this applicable for a non-individual
circular to carry out In person Client.
verification of their clients.
11
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
In case of QFI – Individual Client,
IPV shall be carried out by SEBI
registered intermediary as per SEBI
Circular dated August 22, 2011.
7. Copies of all the documents In the absence of originals for
submitted by the applicant verification, documents may be
should be self-attested and attested as per SEBI Circulars dated
accompanied by originals for August 22, 2011 and October 5, 2011
verification. or authorised signatories as
In case the original of any mentioned at point 1 above.
document is not produced for
verification, then the copies
should be properly attested by
entities authorized for attesting
the documents, as per the list
mentioned in the circular dated
Aug 22, 2011.
8. A. Copy of the balance sheets A. Though it is not mandatory, the
for the last 2 financial years (to intermediaries shall carry out due
be submitted every year), diligence as per the PMLA and SEBI
annual gross income and net Master Circular on AML about the
worth details. financial position of the client.
B. Copy of latest share holding B. List of beneficial owners with
pattern including list of all those shareholding or beneficial interest in
holding control, either directly the client equal to or above 25% to be
or indirectly, in the company in obtained. If Global Custodian
terms of SEBI takeover /Local Custodian provides an
Regulations, duly certified by undertaking to submit these details,
the company secretary/Whole then intermediary may take such
time director/MD (to be undertaking only. Any change in the
submitted every year). list to be obtained based on risk
POI and POA of individual profile of the client.
promoters holding control -
either directly or indirectly.
9. Name, residential address, A. Not required if Global Custodian
photograph, POI and POA of /Local Custodian gives an
Partners/Trustees, whole time undertaking to provide the
directors/two directors in following documents as and when
charge of day to day operations requested for by intermediary:
and individual promoters
12
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
holding control - either directly 1 A resolution from the Board of
or indirectly. Directors and power of attorney
granted to its managers, officers
or employees to transact on its
behalf; and
2 An officially valid document in
respect of managers, officers or
employees holding an attorney
to transact on its behalf.
B. If Global Custodian/Local
Custodian does not provide such
undertaking as stated in A above,
intermediary shall take required
details from Foreign Investors.
10. Copy of SEBI registration Custodian shall verify the SEBI
certificate to be provided. registration certificate copy with the
originals or with the details
available on SEBI website and
provide duly certified copy of such
verified SEBI registration certificate
to the intermediary.
11. Every client has to provide the Annexure 3 to the circular dated
trading account related details, August 22, 2012 pertaining to
as required by Annexure 3 to trading account related details is not
the SEBI circular dated August applicable for FIIs and Sub
22, 2011. Accounts.
However, Intermediaries are
required to update details of any
action taken or proceedings initiated
against the entity by the foreign
regulators or SEBI/ Stock
exchanges.
For QFI, the intermediary shall
collect the
following details from Annexure 3:
 Bank Account details
 Depository account
 Regulatory Actions as
mentioned above
13
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
12. Intermediary shall provide a set Intermediary shall display these
of all the executed documents to standard documents prescribed by
the client, free of charge. SEBI on its web site, intimate the
clients regarding the link and email
a copy of the same to the client.
13. Place of incorporation If place of incorporation is not
available, Intermediary should take
Registered office address/ principal
place of business of entity.
14. Date of commencement of Not applicable
business
15. Copies of the Memorandum If FII or Sub Account does not have
and Articles of Association and certificate of Incorporation or
certificate of incorporation Memorandum and Articles of
Association, then any reasonable
equivalent legal document
evidencing formation of entity may
be allowed.
16. Copy of the Board Resolution Not applicable.
for investment in securities
market.
Exemptions -
In case of Sovereign Wealth Fund, Foreign Governmental Agency, Central
bank, International or Multilateral organization and Central or State
Government Pension Fund, the intermediary shall satisfy itself about their
status and thereafter, only provisions at point 9 above shall be applicable.
Further, these entities shall also be a part of KRA centralised system of
KYCs.
Annexure B
Category Eligible Foreign Investors
I. Government and Government related
foreign investors such as Foreign Central
Banks, Governmental Agencies, Sovereign
Wealth Funds, International/ Multilateral
Organizations/ Agencies.
II. a) Appropriately regulated broad based
funds such as Mutual Funds, Investment
14
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
Trusts, Insurance / Reinsurance
Companies, Other Broad Based Funds
etc.
b) Appropriately regulated entities such as
Banks, Asset Management Companies,
Investment Managers/ Advisors,
Portfolio Managers etc.
c) Broad based funds whose investment
manager is appropriately regulated.
d) University Funds and Pension Funds
e) University related Endowments already
registered with SEBI as FII/Sub Account
III. All other eligible foreign investors investing
in India under PIS route not eligible under
Category I and II such as Endowments,
Charitable Societies/Trust, Foundations,
Corporate Bodies, Trusts, Individuals,
Family Offices, etc.
Annexure C
Document Category – I Category – Category – III
Type II
Entity level Constitutive Required Required Required
Docs
Proof of Required Required Required
Address Power of Power of - Address
Attorney, Attorney, proof other
mentioning mentioning than
the address, the Power of
is address, Attorney
acceptable is should
as acceptable be submitted.
address as
proof address
proof
PAN Card Required Required Required
Financials Exempt Exempt Risk based
15
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
- Financial
data
sufficient.
SEBI Required Required Required
Registration
Certificate
Board Exempt Required Required
Resolution
KYC Form Required Required Required
Senior List Required Required Required
Management Proof Of Exempt Exempt Entity declares
(Whole Time Identity on
Directors/ letterhead -
Partners/ full name,
Trustees/
nationality
etc.)
and DoB OR
Photo-identity
proof'
Proof of Exempt Exempt Declaration on
Address letter head
Photographs Exempt Exempt Exempt
Authorized List & Required Required Required
Signatories Signatures - List of - List of GC
Global signatories
Custodian can be
('GC') given in
signatories case of
can be POA to GC
given in
case of POA
to
GC
Proof Of Not Not Not required
Identity required required
Proof of Not Not Not required
Address required required
Photographs Not Not Required
required required
Ultimate List Exempt Required Required
16
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
Beneficial - Can
Owner declare "no
('UBO') UBO
over 25%"
Proof Of Exempt Exempt Required
Identity
Proof of Exempt Exempt Exempt
Address
Photographs Exempt Exempt Exempt
1.1.6 Acceptance of third party address as correspondence address15
i. SEBI has no objection to a BO authorizing the capture of an address of a third
party as a correspondence address, provided that the Depository Participant
(DP) ensures that all prescribed ‘Know Your Client’ 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 Prevention of Money Laundering
Rules, 2005 are complied with in respect of the third party.
ii. 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.
iii. 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) 16
The demat accounts for which PAN details have not been verified are
“suspended for debit” until the same is verified with the Depository
Participant (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
15 Reference: Circular CIR/MRD/DP/37/2010 dated December 14, 2010
16 Reference: Circular MRD/DP/22/2010 dated July 29, 2010
17
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
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 Courts17
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.18
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 Sikkim19
Investors residing in the state of Sikkim are exempted from the mandatory
requirement of furnishing PAN card details for their demat accounts.20 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/ filling
tax returns in India21
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 FIIs/Institutional Clients22
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
17 Reference: Circular MRD/DoP/Cir-20/2008 dated June 30, 2008
18 Reference: Rule 114C (1)(c) of Income Tax Rules
19 Reference: Circular MRD/DoP/Dep/Cir-09/06 dated July 20, 2006
20 Reference: Hon’ble High Court of Sikkim judgment dated March 31, 2006
21 Reference Circular MRD/DoP/Dep/Cir-09/06 dated July 20, 2006
22 Reference Circular MRD/DoP/Dep/SE/Cir-13/06 dated September 26, 2006
18
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
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.
1.2.6 HUF, Association of Persons (AoP), Partnership Firm, unregistered Trust,
Registered Trust, Corporate Bodies, minors, etc.15
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.
1.2.7 Difference in maiden name and current name of investors. 15
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.23
1.2.8 NRI/PIOs24
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.25
1.3 Simplification of demat account opening process26
i. 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 Depository
23 Reference Circular MRD/DoP/Dep/Cir-29/2004 dated August 24, 2004
24 Reference Circular MRD/DoP/Dep/SE/Cir-17/06 dated October 27, 2006
25 Reference Income Tax (Systems) PAN Circular No. 4 dated October 11, 2006
26 Reference Circular SEBI/MIRSD/ 12/2013 dated December 04, 2013
19
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
Participants to further simplify and rationalize the demat account opening
process.
ii. The existing Beneficial Owner-Depository Participant Agreements shall be
replaced with a common document “Rights and Obligations of the
Beneficial Owner and Depository Participant”. The document annexed
herewith shall be mandatory and binding on all the existing and new clients
and depository participants. This will harmonize the account opening
process for trading as well as demat account. This will also rationalise the
number of signatures by the investor, which he is required to affix at
present on a number of pages.
iii. The Depository Participant shall provide a copy of Rights and Obligations
Document to the beneficial owner 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.
ANNEXURE
Rights and Obligations of Beneficial Owner and Depository Participant as
prescribed by SEBI and Depositories
General Clause
1. The Beneficial Owner and the Depository participant (DP) shall be bound by
the provisions of the Depositories Act, 1996, SEBI (Depositories and
Participants) Regulations, 1996, 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.
20
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
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 Beneficial Owner 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 Beneficial Owner 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 Beneficial Owner as set out in the Tariff Sheet provided by the DP.
It may be informed to the Beneficial Owner 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 Beneficial Owner
regarding the same.
Dematerialization
8. The Beneficial Owner 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 beneficial
owners and securities of each beneficial owner shall be segregated and shall
not be mixed up with the securities of other beneficial owners and/or DP’s
own securities held in dematerialized form.
21
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
10. The DP shall not facilitate the Beneficial Owner 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, SEBI (Depositories and Participants) Regulations, 1996 and Bye-
Laws/Operating Instructions/Busines Rules of the Depositories.
Transfer of Securities
11. The DP shall effect transfer to and from the demat accounts of the Beneficial
Owner only on the basis of an order, instruction, direction or mandate duly
authorized by the Beneficial Owner and the DP shall maintain the original
documents and the audit trail of such authorizations.
12. The Beneficial Owner 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 beneficial owner in such
form and manner and at such time as agreed with the Beneficial Owner and
as specified by SEBI/depository in this regard.
14. However, if there is no transaction in the demat account, or if the balance
has become Nil during the year, the DP shall send one physical statement of
holding annually to such BOs and shall resume sending the transaction
statement as and when there is a transaction in the account.
15. The DP may provide the services of issuing the statement of demat accounts
in an Electronic mode if the Beneficial Owner so desires. The DP will furnish
to the Beneficial Owner 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 Participant shall be obliged
to forward the statement of demat accounts in physical form.
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.
22
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
Manner of Closure of Demat account
17. The DP shall have the right to close the demat account of the Beneficial
Owner, for any reasons whatsoever, provided the DP has given a notice in
writing of not less than thirty days to the Beneficial Owner as well as to the
Depository. Similarly, the Beneficial Owner 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 Beneficial Owner shall specify
whether the balances in their demat account should be transferred to
another demat account of the Beneficial Owner held with another DP or to
rematerialize the security balances held.
18. Based on the instructions of the Beneficial Owner, 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
Beneficial Owner or the DP and shall continue to bind the parties to their
satisfactory completion.
Default in payment of charges
19. In event of Beneficial Owner 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 Beneficial Owner, 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 Beneficial Owner 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 Beneficial Owner shall have the right to stop processing
of instructions of the Beneficial Owner 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 beneficial owner due to the negligence of
the depository or the participant, the depository shall indemnify such
beneficial owner.
23
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
b. Where the loss due to the negligence of the participant under Clause (1)
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 Beneficial Owner 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 Beneficial Owners 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 Beneficial Owner against the DP
within a period of thirty days from the date of receipt of the complaint.
Authorized representative
25. If the Beneficial Owner 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
Participant. Any change in such list including additions, deletions or
alterations thereto shall be forthwith communicated to the Participant.
Law and Jurisdiction
26. In addition to the specific rights set out in this document, the DP and the
Beneficial owner shall be entitled to exercise any other rights which the DP
or the Beneficial Owner 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 Beneficial Owner maintains his/ her account, that may be in force
from time to time.
24
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
28. The Beneficial Owner 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 Beneficial Owner.
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 Beneficial Owner 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.
1.4 Opening of demat account in case of HUF27
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.
1.5 Operation of minor’s demat account28
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 nor the Sale of Goods Act
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
27 Reference: SEBI/ MRD/CDSL/ 149156 /2009 dated January 01, 2009
28 Reference: SMDRP/NSDL/4615 /2000 dated March 13, 2000
25
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
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.
1.6 Facility for a Basic Services Demat Account (BSDA)2930
1.6.1 All depository participants (DPs) shall make available a "Basic Services
Demat Account" (BSDA) with limited services as per terms specified herein.
1.6.2 Eligibility: Individuals shall be eligible to opt for BSDA subject to the
following conditions-
i. All the individuals who have or propose to have only one demat
account where they are the sole or first holder.
ii. Individuals having any other demat account/s where they are not the
first holder shall be eligible for BSDA in respect of the single demat
account where they are sole or first holder.
iii. The individual shall have only one BSDA in his/her name across all
depositories.
iv. Value of securities held in the demat account shall not exceed Rupees
Two Lakhs at any point of time.
1.6.3 Option to open BSDA: The DP shall give option:
i. To open BSDA to all eligible individuals who open a demat account after
the date of applicability of this circular;
ii. To all the existing eligible individuals to convert their demat account
into BSDA on the date of the next billing cycle based on value of holding
of securities in the account as on the last day of previous billing cycle.
iii. In order to facilitate the eligible individuals to avail the benefits of
BSDA, DPs are advised to convert all such eligible demat accounts into
BSDA unless such Beneficial Owners (BOs) specifically opt to continue
to avail the facility of a regular demat account.
1.6.4 Charges:
i. The charge structure may be on a slab basis as indicated below:
a. No Annual Maintenance Charges (AMC) shall be levied, if the value
of holding is upto Rs. 50,000.
29 Reference Circular CIR/MRD/DP/22/2012 dated August 27, 2012 and Modified vide Circular
CIR/MRD/DP/21/2014 dated July 01, 2014 and Circular CIR/MRD/DP/31/2014 dated
November 12, 2014
30 Modified vide Circular CIR/MRD/DP/20/2015 dated December 11, 2015
26
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
b. For the value of holding from Rs 50,001 to Rs 200,000, AMC not
exceeding Rs 100 may be charged.
ii. The value of holding shall be determined by the DPs on the basis of the
daily closing price or NAV of the securities or units of mutual funds, as
the case may be. Where such price is not available the last traded price
may be taken into account and for unlisted securities other than units of
mutual funds, face value may be taken in to account. The value of
suspended securities may not be considered for the purpose of
determining eligibility of demat account as BSDA.
iii. If the value of holding in such BSDA exceeds the prescribed criteria at
any date, the DPs may levy charges as applicable to regular accounts
(non BSDA) from that date onwards.
iv. The DPs shall assess the eligibility of the BOs at the end of the current
billing cycle and convert eligible demat accounts into BSDA.
1.6.5 Services for Basic Services Demat Accounts:
i. Transaction statements:
a. Transaction statements shall be sent to the BO at the end of each
quarter. If there are no transactions in any quarter, no transaction
statement may be sent for that quarter.
b. If there are no transactions and no security balance in an account,
then no further transaction statement needs to be provided.
c. Transaction statement shall be required to be provided for the
quarter in which the account became a zero balance account.
ii. Holding Statement:
a. DP shall send atleast one annual physical statement of holding to the
stated address of the BO in respect of accounts with no transaction
and nil balance even after the account has remained in such state for
one year. The DP shall inform the BO that the dispatch of the
physical statement may be discontinued if the account continues to
remain zero balance even after one year.
b. One annual statement of holding shall be sent in respect of
remaining accounts in physical or electronic form as opted for by the
BO.
iii. Charges for statements: Electronic statements shall be provided free of
cost. In case of physical statements, the DP shall provide at least two
27
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
statements free of cost during the billing cycle. Additional physical
statement may be charged at a fee not exceeding Rs.25/- per statement.
iv. All BOs opting for the facility of BSDA, shall register their mobile
number for availing the SMS alert facility for debit transactions.
v. At least Two Delivery Instruction Slips (DIS) shall be issued at the time
of account opening.
vi. All other conditions as applicable to regular demat accounts, other than
the ones mentioned in this circular shall continue to apply to basic
services demat account.
1.6.6 Rationalisation of services with respect to regular accounts.
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 atleast one annual physical statement of holding to the stated
address of the BO in respect of accounts with no transaction and nil
balance even after the account has remained in such state for one year.
The DP shall inform the BO that if no Annual Maintenance Charge
(AMC) is received by the DP, the dispatch of the physical statement may
be discontinued for the account which continues to remain zero balance
even after 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.
iii. Accounts with credit balance: For accounts with credit balance but no
transactions during the year, half yearly statement of holding for shall
be sent to the BO.
1.7 Change of Name in the Beneficial Owner (BO) Account31
1.7.1 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
31 Reference Circular CIR/MRD/DP/27/2012 dated November 01, 2012
28
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
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.
iii. In case of change in father’s name:
Publication of name change in official gazette.
1.7.2 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.
1.8 Fees/Charges to be paid by BO
1.8.1 Account opening, custody and credit of securities32
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.
1.8.2 Account Closure33
No Account closure charges shall be levied on BO on the closure of any
account.
32 Reference Circular MRD/DoP /SE/Dep/Cir-4/2005 dated January 28, 2005
33 Reference Circular D&CC/FITTC/CIR - 12/2002 dated October 30, 2002
29
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
1.8.3 Inter Depository Transfer34
Inter-depository transfer of shares does not attract Stamp duty and it does
not require compliance with section 108 of the Companies Act 1956.
1.8.4 Transfer of a BO Account35
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.
1.8.5 Account Maintenance Charges collected upfront on annual/ half yearly
basis on demat accounts36
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. 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.
34 Reference Circular SMDRP/Policy/Cir-29/99 dated August 23, 1999
35 Reference Circular MRD/DoP/Dep/Cir-22 /05 dated November 9, 2005
36 Reference Circular MRD/DP/20/2010 dated July 1, 2010
30
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
1.8.6 Dissemination of tariff/charge structure of DPs on the website of
depositories 37
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.
1.9 Safeguards to address the concerns of the investors on transfer of securities
in dematerialized mode38
Following safeguards shall be put in place to address the concerns of the
investors arising out of transfer of securities from the BO Accounts:
i. 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.
ii. The DPs shall not accept pre-signed DIS with blank columns from the
BO(s).
iii. 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.
iv. 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)
37 Reference Circular MRD/Dep/Cir- 20/06 dated December 11, 2006
38Reference Circular SEBI/MRD/Dep/Cir-03/2007 dated February 13, 2007 and Circular
SEBI/MRD/Dep/Cir-03/2008 dated February 28, 2008
31
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
come in person and sign the loose DIS in the presence of an authorised DP
official
v. 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
vi. The DPs shall put in place appropriate checks and balances with regard to
verification of signatures of the BOs while processing the DIS.
vii. The DPs shall cross check with the BOs under exceptional circumstances
before acting upon the DIS.
viii. 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 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.
1.10 Delivery Instruction Slip (DIS) Issuance and Processing39
Standardization of DIS
i. Depositories shall ensure that the DIS is standardized across all DPs in
terms of:
a. Serial Numbering of Delivery Instruction Slips 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.
39 Circular SEBI/MRD/DOP/01/2014 dated January 07, 2014
32
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
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 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.
33
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
xi. Provisions of this circular 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 provisions of this circular,
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.40 All DIS issued prior to this circular
shall be phased out within a period of 2 years from the date of this circular.
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.
1.11 Transmission of shares41,42
1.11.1 In cases of transmission of shares of a deceased security holder, where the
shareholding in the BO account of the deceased member, as calculated on
the date of application for transmission, is within the threshold limit of
Rupees Five lakh in value, the DPs shall not insist on additional documents
other than any one or more of the documents mentioned below.
i. Affidavit – to the effect of the claim of legal ownership of the shares
ii. Deed of indemnity – indemnifying the depository and DP
iii. NOC from other legal heir(s), wherever applicable, along with the Claim
Form/TRF and copy of death certificate duly notarized/ attested by a
Gazetted officer or Family Settlement Deed as an alternate to the NOC duly
executed by all the legal heirs of the deceased Beneficial Owner, provided
that:
a. The Family Settlement Deed clearly vests the securities in favour of the
person seeking transmission in his/ her name.
b. Vesting of securities in favour of the person seeking transmission in
his/ her name is not contingent upon any other onerous conditions in
such Family Settlement Deed.
40 Reference: CIR/MRD/DP/22/2014 dated July 04, 2014
41 Reference: MRD/DoP/Dep/VM/182963/2009 dated November 12, 2009
42 Reference: CIR/MIRSD/10/2013 dated October 28, 2013
34
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
Note: If the division of shares as per the Family Settlement Deed is
amongst more than one person, then the Family Settlement Deed can be
considered as an NOC for transmission of shares to each legal heirs
applying for transmission. However, if DPs still have problems in
comprehending the contents of the Family Settlement Deed, they should
refer the matter to Depositories for necessary advice on case-to-case
basis.
1.11.2 DP(s) shall automatically open new account in the name of the surviving
members(s), in the same order as in the original account, on an application
by the surviving member(s) based on existing documents required as per
the KYC norms. Submission of new account opening form shall not be
insisted upon.
1.11.3 A uniform time frame of 7 days, after receipt of all requisite documents,
shall be prescribed for processing of Transmission requests.
1.11.4 In case of multiple successors, NOC of non-applicants shall be recorded on
the TRF of the applicant instead of insisting separate TRF from each of the
successors.
1.11.5 Nomination facility shall be encouraged by the Depositories specifically
targeting BOs who have not opted for nomination. As regards new
accounts, it shall be provided for at the account opening stage itself. In case
the person (both an existing and new account holder) is not interested to
nominate, then such person would have to give a positive declaration to
that effect.
1.11.6 In case of transmission of securities held in physical mode:
i. Where the securities are held in single name with a nominee, STAs/issuer
companies shall follow the standardized documentary requirement as
given in Annexure A.
ii. Where the securities are held in single name without a nominee, the
STAs/issuer companies shall follow, in the normal course, the simplified
documentation as given in Annexure A, for a threshold limit of Rs. 2,00,000
(Rupees Two lakh only) per issuer company. However, the Issuer
companies, at their discretion, may enhance the value of such securities.
35
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
1.11.7 The timeline for processing the transmission requests for securities held in
dematerialized mode and physical mode shall be 7 days and 21 days
respectively, after receipt of the prescribed documents.
1.11.8 To improve the awareness of nomination facility, all Registrars to an Issue
and Share Transfer Agents shall publicize nomination as an additional
right available to investors, while sending communications to the
investors.
36
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
Annexure A
Documentary requirement for securities held in physical mode
1 For securities held in single name with a nominee:
i. Duly signed transmission request form by the nominee.
ii. Original or Copy of death certificate duly attested by a Notary Public or by
a Gazetted Officer.
iii. Self attested copy of PAN card of the nominee. (Copy of PAN card may be
substituted with ID proof in case of residents of Sikkim after collecting address
proof)
2 For securities held in single name without a nominee, following additional
documents may be sought:
i. Affidavit made on appropriate non judicial stamp paper – to the effect of
identification and claim of legal ownership to the securities
ii. For value of securities upto Rs. 2,00,000 (Rupees Two lakh only) per issuer
company as on date of application, one or more of the following
documents:
a. No objection certificate [NOC] from all legal heir(s) who do not object to
such transmission (or) copy of Family Settlement Deed duly notarized or
attested by a Gazetted Officer and executed by all the legal heirs of the
deceased holder.
b. Indemnity made on appropriate non judicial stamp paper – indemnifying
the STA/Issuer Company.
iii. For value of securities more than Rs. 2,00,000 (Rupees Two lakh only) per
issuer company as on date of application:
a. Succession certificate (or) Probate of will (or) Letter of Administration (or)
Court decree.
End of Annexure A
37
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
1.12 SMS alerts for demat accounts operated by Power of Attorney43
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, foreign nationals, and NRIs.
1.13 Exemption from sending quarterly statements of transactions by
depository participants (DPs) to clients in respect of demat accounts with
no transactions and no security balances44
i. SEBI has provided exemption to Depository Participants 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:
a. 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.
b. KYC and PAN requirement in respect of all such depository accounts
are complied.
c. No Annual Maintenance Charges are levied for such an account.
d. 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.
e. The Internal Auditor of the Participant shall comment in its internal
audit report on compliance of the aforesaid requirements.
ii. Further, depository may like to consider whether, DPs should send a
consolidated Transaction Statements for the entire financial year in case of
the BOs to whom quarterly Transaction Statements are not sent.
1.14 Discontinuation of sending transaction statements by depository
participants to clients45
SEBI allowed discontinuation of sending transaction statements by
depository participants to clients subject to the following conditions:
43 Reference: SEBI/MRD/DEP/VM/169784 /09 dated July 15, 2009
44 Reference: 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
45 Reference: MRD/NSDL/VM/158886 /2009 dated March 30, 2009
38
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
i. Transaction statements were returned undelivered on three consecutive
occasions.
ii. The depository participant (DP) maintains proof that the transaction
statements were returned undelivered.
iii. 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.).
iv. 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.
v. 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 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.
1.15 Exemption to Depository Participants (DPs) from providing hard copies of
transaction statements to BOs46
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 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.
1.16 Transfer of funds and securities from Clearing Member pool account to BO
Account47
i. 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
46 Reference Circular MRD/DoP/Dep/Cir-27/2004 dated August 16, 2004
47Reference Circular SMDRP/Policy/Cir-05/2001 dated February 1, 2001 & Circular
SEBI/MRD/Policy/AT/Cir-19/2004 dated April 21, 2004
39
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
basis point per week on the value of securities. The penalty so collected by
the depositories shall 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.
ii. 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.
iii. 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.
iv. 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.
1.17 Consolidated Account Statement (CAS) for all securities assets48
i. Pursuant to the Interim Budget announcement in 2014 to create one record
for all financial assets of every individual, 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.
ii. 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.
iii. 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
48 Circular CIR/MRD/DP/31/2014 dated November 12, 2014
40
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
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 SEBI (Mutual Funds)
Regulations.
iv. 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 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.
v. 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.
vi. Where statements are presently being dispatched by email either by the
Mutual Funds or by the Depositories, CAS shall be sent through email.
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 in the Depository system.
vii. 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.
viii. 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 Depository Participants. 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.
41
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
ix. The CAS shall be implemented from the month of March 2015 with respect
to the transactions carried out during the month of February 2015.
x. 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.
xi. 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.
xii. If there is any transaction in any of the demat accounts of the investor or in
any of his mutual fund folios, then CAS shall be sent to that investor on
monthly basis. In case there is no transaction in any of the mutual fund
folios and demat accounts then CAS with holding details shall be sent to
the investor on half yearly basis. However, in case of demat accounts with
nil balance and no transactions in securities and in mutual fund folios, the
requirement to send physical statement shall be applicable as specified at
para 1.6.5 and 1.6.6 of this chapter.
xiii. 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.
xiv. The dispatch of CAS by the depositories to BOs would constitute
compliance by the Depository Participants with requirement under
Regulation 43 of SEBI (Depositories and Participants) Regulations, to
provide statements of account to the BOs as also compliance by the MFs
with the requirement under Regulation 36(4) of SEBI (Mutual Funds)
Regulations.
42
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
Section 2: Depository Participants Related
2.1 Supervision of branches of DPs49
i. 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.
ii. 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.
2.2 Incentivisation to Depositories Participants (DPs)50
i. 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. Name of the City
No.
1. MUMBAI
2. DELHI
3. AHMEDABAD
4. BANGALORE
49 Reference Circular MIRSD/DPS-III/Cir-9/07 dated July 3, 2007
50 Reference Circular CIR/MRD/DP/18/2015 dated December 09, 2015
43
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
5. CHENNAI
6. PUNE
7. KOLKATA
8. THANE
9. HYDERABAD
10. SURAT
11. JAIPUR
12. VADODARA
13. SECUNDARABAD
14. RAJKOT
15. INDORE
ii. 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.
iii. 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.
iv. 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.
v. The incentive scheme may be reviewed after a period of two years.
2.3 Implementation of the Multilateral Competent Authority Agreement and
Foreign Account Tax Compliance Act51
i. It is brought to the attention of all the intermediaries that India has joined
the multilateral competent Authority Agreement (MCAA) on Automatic
Exchange of Financial Account Information on June 3, 2015. In terms of the
MCAA, all countries which are a signatory to the MCAA, are obliged to
51 Circular No. CIR/MIRSD/2/2015 dated August 26, 2015
44
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
exchange a wide range of financial information after collecting the same
from financial institutions in their country/jurisdiction.
ii. Further, on July 9, 2015 the Governments of India and United States Of
America (USA) have signed an agreement to improve International tax
compliance and to implement the Foreign Account Tax Compliance Act
(FATCA) in India. The USA has enacted FATCA in 2010 to obtain
information on accounts held by U.S taxpayers in other countries. As per
the aforesaid agreement, foreign financial institutions (FFIs) in India will be
required to report tax information about U.S account holders/taxpayers
directly to the Indian Government which will, in turn, relay that
information to the U.S Internal Revenue Services (IRS).
iii. For implementation of the MCAA and agreement with USA, the
Government of India has made necessary legislative changes to section
285BA of the Income-tax Act, 1961. Further the Government of India has
notified Rules 114F to 114H (herein after referred as “the Rules”) under
the Income Tax Rules, 1962 and form No. 61B for furnishing of statement
of reportable account as specified in the Rules. The Rule is available at
http://www.incometaxindia.gov.in/communications/notification/notific
ation%20no.%2062%20dated%2007-08-2015.pdf
iv. All registered intermediaries are advised to take necessary steps to ensure
compliance with the requirements specified in the aforesaid Rules after
carrying out necessary due diligence.
2.4 Printing of Grievances Redressal Mechanism on Delivery Instruction Form
Book 52
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,
52 Circular No. SEBI/MRD/DP/25/2012 dated September 21, 2012
45
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
you may approach SEBI or other regulatory bodies. You can approach SEBI for
following type of grievances.
Listed Companies Brokers and stock exchanges
 Refund / Allotment/ Bonus/ Dividend/  Stock Brokers
Rights/ Redemption/ Interest  Sub brokers
 Prelisting offer documents (shares)  Portfolio managers
 Prelisting offer documents (debentures  Stock exchanges
and bonds)
 Delisting of Securities
 Buyback of Securities
 Takeover and Restructuring
 Corporate Governance and Listing
conditions
Registrar and Transfer Agents Other entities
Collective Investment Schemes
Mutual Funds Debenture Trustees
Merchant Bankers
Depository and Depository Participants Bankers to Issue
Credit Rating Agencies
Information to SEBI: Custodian of Securities
 Price Manipulation Foreign Institutional Investors
 Insider trading Underwriters
Venture Capital Funds
KYC Registration Agency(KRA)
Alternative Investment Fund
You can file your complaints online at http://scores.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 (http://scores.gov.in)
 SEBI, Northern Regional Office, 5th Floor, Bank of Baroda Building, 16,
Sansad Marg, New Delhi -110001 Tel: 011-23724001-05 (sebinro@sebi.gov.in)
46
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
 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, 7th Floor, Overseas Towers, 756-L, Anna Salai
Chennai 600 0102 -24674000/ 24674150 (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 (sebiaro@sebi.gov.in)
For more information visit our website - http://scores.gov.in
47
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
SECTION 3: Issuer Related
3.1 Charges paid by Issuers 53,54
i. With effect from April 27, 2011 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:
ii. Issuers to pay @ Rs.11.00 (*) per folio (ISIN position) in the respective
depositories, subject to a minimum as mentioned below:
Nominal value of admitted Annual Custodial Fee
securities (Rs.) payable by a Issuer to each
Depository (Rs.) (*)
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
* Plus service tax as applicable
iii. 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.
iv. Temporary ISIN shall not be considered for the purpose of computing the
annual issuer charges.
v. If the issuer fails to make the payment, Depositories may charge penal
interest subject to a maximum of 12% per annum.
53 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
54 Reference Circular CIR/MRD/ DP/05/2011 dated April 27, 2011 and Circular
CIR/MRD/DP/18/2015 dated December 09,2015
48
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
3.2 Activation of ISIN in case of IPO and additional issue of shares/ securities
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.55
i. 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 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.56
ii. 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 preexisting ISIN for the said security. Thereafter, the
additional securities shall be available for trading.
iii. 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.34
3.3 Registrar and Share Transfer Agent
3.3.1 Appointment of a single agency for share registry work57
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.
55 Reference Circular SEBI/MRD/DEP/Cir-2/06 dated January 19, 2006 and Circular
CIR/MRD/DP/ 21 /2012 dated August 02, 2012
56 Reference Circular CIR/MRD/DP/24/2012 dated September 11, 2012
57 Reference Circular D&CC/FITTC/Cir-15/2002 dated December 27, 2002
49
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
3.3.2 Inter-Depository transfers58
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.
3.3.3 Common Registrars and Share Transfer agents59
Every company shall appoint the same Registrars and Share Transfer
agents for both the depositories.
3.3.4 Dematerialisation requests51, 60
i. 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.
ii. It is clarified that 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 28 of the SEBl (Depository and
Participants) Regulations, 1996.
3.4 Mandatory admission of debt instruments on both the Depositories61
Debt instruments shall necessarily be admitted on both the Depositories.
58 Reference Circular no. SMDRP/Policy/Cir-28/99 dated August 23, 1999
59 Reference Circular SMDRP/Policy/Cir-28/99 dated August 23, 1999
60 Reference: D&CC/ 1099 / 2002 dated November 01, 2002
61Reference Circular D&CC/FITTC/Cir-13/2002 dated November 1, 2002 and Circular
MRD/DoP/SE/Dep/Cir-36/04 dated October 27, 2004
50
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
3.5 American Depository Receipts (ADRs) / Global Depository Receipts
(GDRs)
3.5.1 Delivery of underlying shares of GDRs/ADRs in dematerialised form62
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/ADRs63
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
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 Electronic Clearing System (ECS) facility
3.6.1 Use of ECS for refund in public/ rights issues.64
For locations where facility of refund through ECS is available details of
applicants shall be taken directly from the database of the depositories in
62 Reference Circular SMDRP/Policy/Cir-9/99 dated May 6, 1999
63Reference Circular D&CC/FITTC/Cir-09/2002 dated July 4, 2002 and Circular
D&CC/FITTC/Cir-10/2002 dated September 25, 2002
64Reference Circular SEBI/MRD/DEP/Cir-3/06 dated February 21, 2006 and circular
SEBI/CFD/DIL/DIP/29/2008/01/02 dated February 1, 2008
51
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
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.
3.6.2 Updation of bank accounts details, MICR code and IFSC of bank
branches by Depository Participants (DPs)65
i. 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.
ii. 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).
iii. 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.
3.7 Withdrawal by issuers from the depository66
i. 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.
ii. 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
65 Reference: MRD/DEP/PP/123624 /2008 dated April 23, 2008
66 Reference: MRD/DoP/NSDL/VM/ 162378 /2009 dated May 06, 2009
52
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
3.8 Further issue of shares under Section 86 of Companies Act and Companies
(Issue of Share capital with Differential Voting Rights) Rules, 200167
In all cases of shares issued by companies under Section 86(a) (ii) of
Companies Act and Companies (Issue of Share Capital with Differential
Voting Rights) Rules, 2001, separate ISIN may be allotted to differentiate
such shares from ordinary shares.
67 Reference: MRD/DoP/MC/141442 /2008 dated October 17, 2008
53
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
SECTION - 4: Depositories Related
4.1 Activity schedule for depositories for T+2 rolling Settlement68
i. The activity schedule for T+2 Rolling Settlement is as under:
Sr. Day Time Description of activity
No.
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.
ii. 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:
a. 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.
b. DPs shall complete execution of pay-in instructions latest by 10:30 a. m.
on T+2.
c. Depositories shall download the processed pay-in files to the Exchange
/ Clearing House / Clearing Corporation latest by 11:00 a.m. on T+2.
d. 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.
e. Pay-out of securities shall be completed by the Depositories by 2:00 p.m.
on T+2.
iii. 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
68Reference Circular DCC/FITTC/Cir-19/2003 dated March 4, 2003 and Circular
MRD/DoP/SE/Dep/Cir-18/2005 dated September 2, 2005
54
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
the client account does not have sufficient balance before pay-in deadline
or till EOD, such instructions shall fail.
4.2 Settlement of transactions in case of holidays69
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.
i. 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.
ii. 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.
iii. 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.
iv. The Stock Exchanges/Depositories shall follow a strict time schedule to
ensure that the settlements are completed on the same day.
v. 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.
4.3 Deadline time for accepting non pay-in related instructions70
i. 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 DP-BO agreement cannot add anything to or subtract anything from
69 Reference Circular SEBI/MRD/Policy/AT/Cir- 19/2004 dated April 21, 2004
70 Reference: MRD/VSS/ARR/ 12255/2004 dated June 10, 2004
55
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
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.
ii. Keeping the hardships to change all the existing DP-BO agreements 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.
iii. The above clause may be suitably incorporated in the DP-BO agreement
while opening new accounts.
4.4 Approval of amendments to Bye Laws / Rules of Stock Exchanges and
Depositories71
i. Depositories and exchanges shall submit the following information while
seeking SEBI approval for amendment to Bye Laws/ Rules/ Regulations
and amendments thereto:
a. The objective/purpose of amendments.
b. Whether the amendment is consequential to any directive/circulars/
guidelines from SEBI/ Government and the details thereof.
c. Whether such amendments necessitate any consequential amendments
to any other Bye Laws/ Rules/ Regulations.
d. The proceedings of the Governing Board or Governing Council, as the
case may be, wherein these proposed amendments were approved by
the Exchanges/ Depositories.
e. 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.
ii. 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.
71 Reference Circular LGL/Cir-2/2003 dated February 19, 2003
56
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
4.5 Preservation of Records72
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.
4.6 Pledge of Shares through depository system73
i. Section 12 of the Depositories Act and Regulation 58 of the SEBI
(Depositories and Participants) Regulations, 1996 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.
ii. 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 and SEBI (Depositories and Participants)
Regulations, 1996. 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.
4.7 Foreign investments in infrastructure companies in securities markets74
i. 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%;
72Reference 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
73 Reference: MRD/DoP/MAS – OW/16723/2010 dated August 17, 2010
74 Reference Circular MRD/DSA/SE/Dep/Cust/Cir-23/06 dated December 22, 2006
57
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
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.
ii. 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.
4.8 Designated e-mail ID for regulatory communication with SEBI75
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.
4.9 Designated e-mail ID for redressal of investor complaints76
i. Depositories and registered DPs shall designate an exclusive e-mail ID for
the grievance redressal division/compliance officer exclusively for
registering investor complaints.
ii. 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.
4.10 Redressal of complaints against Stock Exchanges (SEs) and Depositories
through SEBI Complaints Redress System (SCORES).77
i. The complaints received by SEBI against SEs and 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
75 Reference Circular MIRSD/DPS- III/Cir-23/08 dated July 25, 2008
76 Reference Circular MRD/DoP/Dep/SE/Cir-22/06 dated December 18, 2006
77 Reference Circular CIR/MRD/ICC/16/2012 dated June 15, 2012
58
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
ATRs. Hence, submission of physical ATR shall not be accepted for
complaints lodged in SCORES.
ii. The SEs and Depositories shall do the following:
a. 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.
b. address/redress the complaints within a period of 15 days upon receipt
of complaint on SCORES. In case additional information is required
from the complainant, the same shall be sought within 7 days of receipt
on SCORES. In such case, the period of 15 days will be counted upon
the receipt of additional information.
c. maintain a monthly record of the complaints which are not
addressed/redressed within 15 days from the date of receipt of the
complaint/information, alongwith the reason for such pendency.
d. 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.
4.11 Limitation period for filing an arbitration reference78
i. It is decided that the limitation period for filing an arbitration reference
shall be governed by the law of limitation, i.e., The Limitation Act, 1963.
The modified limitation period shall also be applicable to cover inter alia
the following cases:
a. where the limitation period (in terms of Limitation Act 1963) have not
yet elapsed and the parties have not filed for arbitration with the
depository,
OR
b. where the arbitration application was filed but was rejected solely on
the ground of delay in filing within the earlier limitation period; and the
limitation period (in terms of Limitation Act 1963) have not yet elapsed.
78 Reference Circular CIR/MRD/DP/4/2011 dated April 7, 2011
59
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
4.12 Disclosure of investor complaints and arbitration details on Depository
website 79
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:
i. Report 1A: Complaints received against DPs during 2009-10
ii. Report 1B: Redressal of Complaints received against DPS during 2008-09
iii. Report 1C: Redressal of Complaints received against DPs during 2009-10
iv. Report 2A: Details of Arbitration Proceedings (where Investor is a party)
during 2008-09:
v. Report 2B: Details of Arbitration Proceedings (where Investor is a party)
during 2009-10
vi. Report 3A: Penal Actions against DPs during 2008-09
vii. Report 3B: Penal Actions against DPs during 2009-10
viii. Report 4A: Redressal of Complaints lodged by investors against Listed
Companies during 2008 -09
ix. Report 4B: Redressal of Complaints lodged by investors against Listed
Companies during 2009 -10
79 Reference Circular SEBI/MRD/ OIAE/ Dep/ Cir- 4/2010 dated January 29, 2010
60
भारतीय प्रततभूतत और वितिमय बोर् ड
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 Name of Type of SEBI Ref. Name of Status** Status Date of Name of Date of
Receipt Complainant Complaint* No. (if DP Date## Filing Arbitrator(s) Arbitration
applicable 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 1
61
भारतीय प्रततभूतत और वितिमय बोर् ड
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)
Sl. Nam Status of No. of No. of Of the Complaints received during 2008-09
No e of DP BOs Compl No. of Complaints
. the (active/ accounts aints Resolved Non Arbitr Pending No. of Decide Decided Pending
DP inactive/ at the receive through action ation for Arbitrat d by by for
in process beginnin d the able** Advis redressal ion the Arbitrat Redressal
of g of the against Depositor ed with filed by Arbitr ors in with
terminatio year the DP y Depositor BOs ators favour of Arbitrator
n * y the BOs s
/withdraw
al)
1
2
3
62
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
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)
63
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
Report 1C: Redressal of Complaints received against Depository Participants (DPs) during 2009-10: Updated on mmm dd yyyy (to
be updated every quarter) (In excel sheet)
Sl. Nam Status of No. of No. of Of the Complaints received during 2008-09
No e of DP BOs Compla No. of Complaints
. the (active/ account ints Resolved Non Arbitr Pending No. of Decide Decided Pending
DP inactive/ in s at the receive through action ation for Arbitrat d by by for
process of beginni d the able** Advis redressal ion the Arbitrat Redressal
termination ng of against Depositor ed with filed by Arbitr ors in with
/withdraw the year the DP y Depositor BOs ators favour of Arbitrator
al) * y the BOs s
1
2
3
N
*including against authorized persons, employees, etc.
- 64 -
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
**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)
- 65 -
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
Report 2A: Details of Arbitration Proceedings (where BO is a party) during 2008-09: Updated on mmm dd yyyy (to be updated
every quarter) (In excel sheet)
Sl. Name of No. of No. of Awards in No. of No. of No. of cases pending for redressal at the end
No. Arbitrato Award favor of BOs Awards Awards of period
r s appealed Implemente
Passed d
Filed by Filed by Pending For more For more than
DP BO than 6 3 months, but
months less than 6
months
1
2
3
- 66 -
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
N
Tota
l
(In case of panel of arbitrators, the cases / awards would appear against every member of the panel)
(Arrange the arbitrators in descending number of awards passed by them during the period)
Report 2B: Details of Arbitration Proceedings (where BO is a party) during 2009-10: Updated on mmm dd yyyy (to be updated
every quarter) (In excel sheet)
Sl. Name of No. of No. of No. of No. of No. of cases pending for redressal at the end of
No. Arbitrator Awards Awards in Awards Awards period
Passed favor of BOs appealed Implemented
Filed Filed Pending For more than For more than 3
by by 6 months months, but less
DP BO than 6 months
1
2
3
- 67 -
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
N
Total
(In case of panel of arbitrators, the cases / awards would appear against every member of the panel)
(Arrange the arbitrators in descending number of awards passed by them during the period)
- 68 -
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
Report 3A: Penal Actions against Depository Participants (DPs) during 2008-09: Updated on mmm dd yyyy (to be updated every
quarter) (in excel sheet)
Sl. Name Registration No. of Action against DP, its authorized person and employees together
No. of DP No. Complaints No. of Penal Orders issued Monetary Penalties No. of Arbitration
received levied (Rs. lakh) Awards issued
For complaints For others For For against DP
complaints others
1
2
3
N
- 69 -
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
Report 3B: Penal Actions against Depository Participants (DPs) during 2009-10: Updated on mmm dd yyyy (to be updated every
quarter) (in excel sheet)
Sl. Name Registration No. of Action against DP, its authorized person and employees together
No. of DP No. Complaints No. of Penal Orders issued Monetary Penalties No. of Arbitration
received levied (Rs. lakh) Awards issued
For complaints For others For For against DP
complaints others
1
2
3
N
Report 4A: Redressal of Complaints lodged by investors against Listed Companies during 2008 -09: Updated on mmm dd yyyy
(to be updated every quarter) (In excel format)
- 70 -
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
Sl. Name of the No. of Complaints
No. Company Received Redressed through Non- Pending for Redressal with
Depository Actionable* Depository
1
2
3
- 71 -
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
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 2009 -10: Updated on mmm dd yyyy (to
be updated every quarter) (In excel format)
Sl. Name of the No. of Complaints
No. Company Received Redressed through Non- Pending for Redressal with
Depository Actionable* Depository
1
2
3
- 72 -
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
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)
- 73 -
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
Table 1 A
Type Details
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
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
74
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
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
** Status
Type Description
I Non actionable
I a Complaint incomplete
I b Outside the scope of Depository
I c Pertains to non-responding company.
II Resolved
III Under Process
IV Referred to Arbitration
V Forwarded to Company/RTA for appropriate action.
75
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
4.13 Disclosure of regulatory orders and arbitration awards on Depository
website 80
Depositories shall post all their regulatory orders and arbitration awards
issued since April 1, 2007. Further, all regulatory orders and arbitration
awards as and when issued shall be posted on their website immediately.
4.14 Establishment of connectivity by Clearing House / Clearing Corporation
(CH/CC) with the Depository – Clarification81
i. On examination of the provisions of Regulations 19(a) and 31 of the SEBI
(Depositories and Participants) Regulations, 1996, 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.
ii. 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.
4.15 Computing and monitoring of the Aggregate Value of Portfolio of
Securities (AVPS) of the BOs held in dematerialised form by Stock Broker
DPs
i. For the purpose of computing the AVPS of the beneficial owners held in
dematerialised form under Regulation 19(a)(viii) of SEBI (Depositories and
Participant) Regulations, 1996, the securities held by bank and financial
institutions as well as promoters holdings of a company held in
dematerialised form, may be excluded82.
ii. In view of the potential risk to the system and also to maintain the integrity
80 Reference Circular SEBI/MRD/ DP/ 19/2010 dated June 10, 2010
81 Reference: MRD/DoP/ Dep/82334 /2006 dated December 14, 2006
82 Reference: SMDRP/RKD /NSDL/2494 /98 dated November 18, 1998, SMDRP/CDSL / 18300
/2000 dated November 16, 2000
76
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
of the market, the depositories are advised to develop an appropriate
systemic alert in the depository system, so as to enable the system to
generate and convey automatic alerts to those SBDPs that reach a pre-
determined level of exposure. These alerts would serve as forewarnings to
the SBDPs to the fact that they are approaching their respective maximum
exposure limits. [Note: For this purpose, the depositories may monitor the
value of securities with its SBDPs on an "end of the day" basis.]83
4.16 Rajiv Gandhi Equity Savings Scheme, 2012 (RGESS)84
i. Vide notification 51/2012 dated November 23, 2012, Department of
Revenue, Ministry of Finance (MoF) has notified the Rajiv Gandhi Equity
Savings Scheme (RGESS), 2012. The notification is available on the website
of Income Tax Department under section “Notifications”.
ii. With regard to implementation of the MoF notification, the following is
clarified:
a. For RGESS eligible close-ended Mutual Funds schemes, advice given by
AMCs to the depository for extinguishment of units of close ended
schemes upon maturity of the scheme shall be considered as settled
through depository mechanism and therefore RGESS compliant.
b. AMCs shall disclose that the concerned RGESS eligible Exchange
Traded Funds and Mutual Fund schemes is in compliance with the
provisions of RGESS guidelines notified by Ministry of Finance vide
notification no. 51/2012 F. No. 142/35/2012-TPL dated November 23,
2012, in Scheme Information Document (SID), in case of new fund offer,
or by way of addendum, in case of existing RGESS eligible Exchange
Traded Funds and Mutual Fund schemes.
c. Section 6(c) of the notification states that the eligible securities brought
into the demat account will automatically be subject to lock-in during
the first year, unless the new investor specifies otherwise and for such
specifications, the new retail investors shall submit a declaration in
Form B indicating that such securities are not to be included within the
above limit of investment. It is clarified that such declaration shall be
83 Reference: MRD/DRK/SU/16034/2003 dated August 22, 2003
84 Reference Circular CIR/MRD/DP/32/201 dated December 06, 2012
77
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
submitted by an investor to its Depository Participant within a period
of one month from the date of transaction.
d. For transactions undertaken by investors through their RGESS
designated demat account, Depositories may seek necessary
transactional details from stock exchanges viz. Actual Trade value,
Trading date, Settlement number, etc, for the purpose of enforcing lock-
in and for generating reports mandated vide MoF notification on
RGESS. On receipt of such request from depositories, stock exchanges
shall provide the details to depositories on an immediate basis. It shall
also be ensured that a uniform file structure is used by stock exchanges
and depositories for such intimation of transaction details.
e. With regard to point 3(ix) (a) & (b) of RGESS notification, depositories
may seek confirmation, as applicable, from stock exchanges.
f. With regard to the securities held in the RGESS designated account,
treatment of the corporate actions shall be as given at Annexure A.
iii. Stock exchanges shall furnish list of RGESS eligible stocks / ETFs / MF
schemes on their website. Further, the list shall also be forwarded to the
depositories at monthly intervals and whenever there is any change in the
said list. For this purpose, Mutual Funds / AMCs shall communicate list of
RGESS eligible MF schemes / ETFs to the stock exchanges.
78
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
Annexure A
Treatment of corporate actions
(i) Involuntary corporate actions: In case of corporate actions where investors has
no choice in the matter, for example: demerger of companies, etc, the compliance
status of RGESS demat account shall not change.
(ii) Voluntary corporate actions: In case of corporate actions where investors has
the option to exercise his choice and thereby result in debit of securities, for
example: buy-back, etc, the same shall be considered as a sale transaction for the
purpose of the scheme.
Consolidated list of ‘corporate actions’
Sr. Corporate Action Classification (Involuntary or
No. Voluntary)
1 Amalgamation Involuntary
2 Scheme of Arrangement Involuntary
3 Reduction of Capital Involuntary
4 Bonus issue Involuntary
5 Buy Back of Shares Voluntary (Involuntary in case
of court intervention)
6 Stock Split Involuntary
7 Consolidation of Shares Involuntary
8 Conversion of Partly Paid up Involuntary
9 Dividend [Final/ Interim/ Special] Involuntary
10 Exchange of Share Certificate Involuntary
[Name change]
11 Rights Issue Voluntary
12 Conversion (compulsory)* Involuntary
13 Conversion (optionally)* Involuntary
14 Redemption Involuntary (voluntary, if there
is option to continue with
revised terms)
15 Dividend on Mutual Fund Involuntary
16 Redemption of Mutual Fund Involuntary on maturity
(voluntary, if there is option to
shift between different
scheme(s) or on account of exit
79
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
option due to change in
fundamental attributes of
scheme)
* Considering any conversion into equities (e.g.: Conversion of warrants into
equities)
End of Annexure A
80
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
Annexure B – Illustration of lock-in period in RGESS
I. RGESS lock-in period if investments are brought in at once
Second
First year
Fixed year of Account
of flexible
Nov lock in flexible is
lock-in
23, begins Nov lock-in Nov converte
begins. Nov 23
2012 Ends on 23, begins 23, d into an
Ends on , 2014
Rs. Novembe 2013 Ends on 2015 ordinary
Novembe
50,000 r 22, Novembe demat
r 22,
2013 r 22, account
2014
2015
Applicable Applicable
financial year financial year
for compliance for compliance
81
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
Annexure B – Illustration of lock-in period in RGESS
I. RGESS lock-in period if investments are brought are in installments
Period of Flexible lock-in
Period of Fixed lock-in
Fixed lock-in One year of Flexible Second year of
ends lock-in ends Flexible lock-in ends
March 11, 2013
Third set of
Rs. 10,000;
Securities 1 year
RGESS portfolio may
January 15, 2013
change during this period
Second set
of Securities
Rs. 30,000; 1 year 1 months
24days
November 23, 2012
First set of
Securities
Rs. 10,000; 1 year 3 months 16 days
March 10, March 10, March 10,
2014 2015 2016
Applicable finaaanacaiaa l year for
compliance will be 2014-15
ApApplpicliacbalbel efi nfiannacnicaila flo yre ar for
cocmomplpialinacnec ew willi lbl eb e2 021051-51-61 6
82
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
4.17 Principles of Financial Market Infrastructures (PFMIs)85
Background
i. 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 infrastructures1 (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.
ii. The PFMIs comprise of 24 principles (Annex 1) 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.
iii. 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 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)
iv. The Principles apply to systematically important financial market
infrastructures entities such as Central Counterparty (CCP), Central
Securities Depository (CSD)/ Securities Settlement System (SSS), Payment
and Settlement systems, and Trade Repository (TR) which are responsible
for providing clearing, settlement and recording of monetary and other
85 Reference Circular SEBI/MRD/DRMNP/26/2013 dated September 04, 2013
83
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
financial transactions. The principles are international standards set forth
to –
a. Enhance safety and efficiency in payment, clearing, settlement, and
recording arrangements,
b. Reduce systemic risk.
c. Foster transparency and financial stability and
d. Promote protection of participants and investors.
v. Financial Market Infrastructure (FMI) are critically important institutions
responsible for providing clearing, settlement and recording of monetary
and other financial transactions. The different categories of FMIs, as
identified under PFMIs, are listed below -
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.
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 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.
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
84
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
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.
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
moreeffective 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.
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.
85
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
Adoption of Principles of Financial Market Infrastructures
vi. All CPSS and IOSCO members are required to strive to adopt the PFMIs
and implement them in their respective jurisdictions.
vii. SEBI as a member of IOSCO is committed to the adoption and
implementation of the new CPSS-IOSCO standards of PFMIs in its
regulatory functions of oversight, supervision and governance of the key
financial market infrastructures under its purview.
viii. Depositories and Clearing Corporations regulated by SEBI are FMIs in
terms of the criteria described above. These systemically important
financial infrastructures provide essential facilities and perform
systemically critical functions in the market and shall hence be required to
comply with the principles of financial market infrastructures specified by
CPSS-IOSCO as applicable to them. The list of SEBI regulated FMIs is
provided in Annexure 2.
ix. All FMIs in the securities market shall be monitored and assessed against
the PFMIs on a periodic basis.
86
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
Annexure 1
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
87
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
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
88
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
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.
89
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
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.
90
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
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.
End of Annexure 1
91
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
Annexure 2
1. Clearing Corporations
a. Indian Clearing Corporation Ltd. (ICCL)
b. Metropolitan Clearing Corporation of India Ltd. (MCCIL)
c. National Securities Clearing Corporation Ltd. (NSCCL)
2. Depositories
a. Central Depository Services Ltd. (CDSL)
b. National Securities Depository Ltd (NSDL)
End of Annexure 2
92
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
4.18 Annual System Audit of Depositories 86
i. The depositories should annually conduct System Audit as per the
System Audit Framework. The system audit framework encompasses
the System Audit Process, Auditor Selection Norms, Terms of Reference
(TOR), and Audit Report Guidelines as per the annexure below.
ii. The Systems Audit Reports and Compliance Status should be placed
before the Governing Board of the depositories and the system audit
report along with comments of depositories should be communicated
to SEBI. Further, along with the audit report, depositories are advised
to submit a declaration from the MD / CEO certifying the security and
integrity of their IT Systems.
Annexure
System Audit Framework
Audit Process
Following steps would be repeated annually to ensure that the process is
comprehensive & effective:
1. The Audit shall be conducted according to the Norms, Terms of References
(TOR) and Guidelines issued by SEBI.
2. Stock Exchange / Depository (Auditee) may negotiate and the board of the
Stock Exchange / Depository shall appoint the Auditors based on the
prescribed Auditor Selection Norms and TOR. The Auditors can perform a
maximum of 3 successive audits. The proposal from Auditor must be
submitted to SEBI for records.
3. Audit schedule shall be submitted to SEBI at-least 2 months in advance, along
with scope of current audit & previous audit.
4. The scope of the Audit may be extended by SEBI, considering the changes
which have taken place during last year or post previous audit report
5. Audit has to be conducted and the Audit report be submitted to the Auditee.
The report should have specific compliance / non-compliance issues,
observations for minor deviations as well as qualitative comments for scope
for improvement. The report should also take previous audit reports in
86 Circular No. CIR/MRD/DMS/13/2011 dated November 29, 2011
93
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
consideration and cover any open items therein.
6. The Auditee management provides their comment about the Non-
Conformities (NCs) and observations. For each NC, specific time-bound
(within 3 months) corrective action must be taken and reported to SEBI. The
auditor should indicate if a follow-on audit is required to review the status of
NCs. The report along with Management Comments shall be submitted to
SEBI, within 1 month of completion of the audit.
7. Follow-on audit, if any, has to be scheduled within 3 months of the Audit to
ensure that the corrective actions have been taken.
8. If follow-on audit is not required, the Auditee management has to submit a
report of actions taken and evidence of corrections to the Auditors & SEBI
within 3 months. This report should include updated Issue-Log to indicate the
corrective actions taken, verified by the auditors.
Auditor Selection Norms
1. Auditor must have minimum 3 years of experience in IT audit of Securities
Industry participants e.g. stock exchanges, clearing houses, depositories etc.
The audit experience should have covered all the Major Areas mentioned
under SEBI's Audit Terms of Reference (TOR).
2. The Auditor must have experience in / direct access to experienced resources
in the areas covered under TOR. It is recommended that resources employed
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)2.
3. The Auditor should have IT audit/governance frameworks and processes
conforming to industry leading practices like CobiT.
4. The Auditor must not have any conflict of interest in conducting fair, objective
and independent audit of the Exchange / Depository. It should not have been
engaged over the last three years in any consulting engagement with any
departments / units of the entity being audited.
The Auditor may not have any cases pending against its previous auditees,
which fall under SEBI's jurisdiction, which point to its incompetence and/or
unsuitability to perform the audit task.
94
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
Terms of Reference (ToR)
1. General Controls for Data Center Facilities - It must include
> Application access - Segregation of duties, Database & Application access
etc.
> Maintenance access - Vendor engineers.
> Physical access - Permissions, logging, exception reporting & alerts.
> Environmental controls - Fire protection, AC monitoring etc.
> Fault resolution mechanism.
> Folder sharing and Back-up controls - Safeguard critical information on
local desktops
> Incidences of violations in last year & corrective actions taken
2. Software Change Control - It must include
> User awareness
> Processing of new feature request
> Fault reporting / tracking mechanism & process for resolutions
> Testing of New releases / Bug-fixes - Testing process (automation level)
> Version Control - History, Change Management process etc.
> Development / Test/ Production environment - Segregation
> New release in Production - Promotion, Release note approvals
> Production issues / disruptions reported during last year & corrective
actions taken.
3. Data communication / Network controls - It must include
> Network Administration - Redundancy, Monitoring, breakdown
resolution etc.
> WAN Management - Connectivity provisions for business continuity.
> Encryption - Router based as well as during transmission
> Connection Permissions - Restriction on need to have basis
> Fallback mechanism - Dial-up connections controls etc.
> Hardware based Signing Process
> Incidences of access violations in last year & corrective actions taken
4. Security Controls - General office infrastructure - It must include
> Security Policy & quality of implementation of the same
> LAN security control and monitoring
> OS & Database Security controls & monitoring
> Internet connection controls - Firewall protection, Intrusion Detection
System, Access rights and privileges.
95
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
> Virus protection - Controls to mitigate the Virus attacks / Outbreaks.
> Secured (digitally signed) e-mail with other entities like SEBI, other
partners
> Email Archival Implementation
> Incidences of security violations in last year & corrective actions taken.
5. Access policy and controls
6. Electronic Document controls
7. General Access controls
8. Performance audit - It must include
> Comparison of changes in transaction volumes since previous audit
> Review of systems (hardware, software, network) performance over
period
> Review of the current volumes against the last Performance Test
performed
9. Business Continuity / Disaster Recovery Facilities - It must include
> BCP manual, including Business Impact Analysis, Risk Assessment
and DR process
> Implementation of policies
> Back-up procedures and recovery mechanism using back-ups.
> Storage of Back-up (Remote site, DRS etc.)
> Redundancy - Equipment, Network, Site etc.
> DRS installation and Drills - Management statement on targeted
resumption capability (in terms of time required & extent of loss of data)
> Evidence of achieving the set targets during the DRS drills in event of
various disaster scenarios.
> Debrief / review of any actual event when the DR/BCP was invoked
during the year
10. IT Support & IT Asset Management - It must include
> Utilization monitoring - including report of prior year utilization
> Capacity planning - including projection of business volumes
> IT (S/W, H/W & N/W) Assets, Licenses & maintenance contracts
> Insurance
> Disposal - Equipment, Media, etc.
96
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
11. Entity Specific Software
12. Any other Item
> Electronic Waste Disposal
> Based upon previous Audit report as well as any other specific
information given by SEBI
Audit Report Guidelines
The Audit report should have explicit coverage of each Major Area mentioned in
the TOR, indicating any Nonconformity (NCs) or Observations (or lack of it). For
each section - auditors should also provide qualitative input about ways to
improve the process, based upon the best practices observed. The report should
also include tabulated data to show NCs / Observations for each Major Area in
TOR. Fully detailed report should be submitted, along with an Executive
Summary in tabulated form including following information:
Issue Log Column Description Responsibility
Heading
Major Area Major area/relevant clause in Terms of Auditor
Reference against which compliance is being
audited
Description of Describe the findings in sufficient detail, Auditor
Finding/ referencing any accompanying evidence (e.g.
Observation
procedure annual, interview notes, reports etc.)
Reference Reference to the section in detailed report – Auditor
where full background information about the
findings are available
Process/ Unit Process or unit where the audit is conducted Auditor
and the finding pertains to
Category of Findings Major/Minor Nonconformity, Observation, Auditor
Suggestion etc.
Audited By Which Auditor covered the findings Auditor
97
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
Root Cause Analysis A detailed analysis on the cause of the Auditee
nonconformity
Remediation The action (to be) taken to correct the Auditee
nonconformity
Target Completion The date by which remedial action must be/will Auditor/
Date for Remedial be completed Auditee
Action
Status Status of finding on reporting date (open/close) Auditor/
Auditee
Verified By Auditing personnel (upon verification that Auditor
finding can be closed)
Closing Date Date when finding is verified and can be closed Auditor
The Executive Summary should also include an overall comment from the
Auditors to indicate if a follow-on audit is required and the time lines of
respective corrective action for non conformities. Further, along with the audit
report, the Stock Exchange / Depository shall also submit a declaration from the
MD / CEO certifying the integrity and security of IT Systems.
4.19 Guidelines for Business Continuity Plan (BCP) and Disaster Recovery
(DR) 87
i. The stock exchanges and depositories should have in place Business
Continuity Plan (BCP) and Disaster Recovery Site (DRS) so as to maintain
data and transaction integrity.
ii. Apart from DRS, stock exchanges should have a Near Site (NS) to ensure
zero data loss whereas, the depositories should also ensure zero data loss
by adopting a suitable mechanism.
iii. The DRS should be set up sufficiently away, i.e. in a different seismic zone,
from Primary Data Centre (PDC) to ensure that both DRS and PDC are not
affected by the same disasters.
iv. The manpower deployed at DRS / NS should have similar expertise as
87 Circular No. CIR/MRD/DMS/12/2012 dated April 13, 2012 and clarification issued vide
Circular No. CIR/MRD/ DMS/17/2012 dated June 22, 2012
98
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
available at PDC in terms of knowledge / awareness of various
technological and procedural systems and processes relating to all
operations such that DRS / NS can function at short notice, independently.
v. Configuration of DRS / NS with PDC
a) Hardware, system software, application environment, network and
security devices and associated application environments of DRS / NS
and PDC should have one to one correspondence between them.
b) Exchanges / Depositories should have Recovery Time Objective (RTO)
and Recovery Point Objective (RPO) not more than 4 hours and 30
minutes, respectively.
c) Solution architecture of PDC and DRS / NS should ensure high
availability, fault tolerance, no single point of failure, zero data loss, and
data and transaction integrity.
d) 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.
e) 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.
f) Replication between PDC and NS should be synchronous to ensure zero
data loss. Whereas the one between PDC and DR and between NS and
DR may be asynchronous.
g) Adequate resources (with appropriate training and experience) should
be available at all times to handle operations on a regular basis as well
as during disasters.
vi. DR Drills / Testing
a) DR drills should be conducted on quarterly basis. In case of exchanges,
these drills should be closer to real life scenario (trading days) with
minimal notice to DR staff involved.
b) During the drills, the staff based at PDC should not be involved in
supporting operations in any manner. To begin with, initial three DR
drills from the date of this circular may be conducted with the support
of staff based at PDC.
c) The drill should include running all operations from DRS for at least 1
99
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
full trading day.
d) Before DR drills, the timing diagrams clearly identifying resources at
both ends (DRS as well as PDC) should be in place.
e) The results and observations of these drills should be documented and
placed before the Governing Board of Stock Exchange / Depositories.
Subsequently, the same along with the comments of the Governing
Board should be forwarded to SEBI within a month of the DR drill.
f) The system auditor while covering the BCP - DR as a part of mandated
annual system audit should also comment on documented results and
observations of DR drills.
vii. BCP - DR Policy Document
a) The BCP - DR policy of stock exchanges and depositories should be well
documented covering all areas as mentioned above including disaster
escalation hierarchy.
b) The stock exchanges should specifically address their preparedness in
terms of proper system and infrastructure in case disaster strikes during
business hours.
c) Stock Exchanges / Depositories / Clearing Houses or Clearing
Corporations of Stock Exchanges should also demonstrate their
preparedness to handle any issue which may arise due to trading halts
in stock exchanges and / or failure or stoppages at other Stock
Exchanges / Depositories / Clearing Corporations
d) The policy document and subsequent changes / additions / deletions
should be approved by Governing Board of the Stock Exchange /
Depositories and thereafter communicated to SEBI.
viii. Considering the above, stock exchanges and depositories are advised to
submit their BCP - DR policy to SEBI within 3 months from the date of this
circular. Further, they should also ensure that point 1 (vi) (f) mentioned
above is also included in scope of system audit as mentioned in the circular
no. CIR/MRD/DMS/13/2011 dated November 29, 2011.
These guidelines will be applicable to depositories, stock exchanges having
nation-wide terminals and stock exchanges having trading on their own
platforms. Further stock exchanges, currently having no trading on their own
platforms, will be required to comply with these guidelines before
recommencement of trading on their own platforms in terms of Circular No.
MRD/DSA/SE/Cir-12/09 dated October 07, 2009.
100
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
4.20 (Information Technology) IT Governance For Depositories88
i. 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.
ii. Depositories shall formulate an IT strategy committee at the Board level of
depository to provide insight and advice to the Board in various areas that
may include:
a. Developments in IT from a business perspective.
b. The alignment of IT with the business direction.
c. The availability of IT resources to meet strategic objectives.
d. Competitive aspects of IT Investments.
e. Alignment of the IT architecture to the organization needs and its
approval.
f. Setting priorities and milestones.
iii. Depositories shall formulate an executive level IT Steering Committee to
assist the IT Strategy Committee in Implementation of IT strategy. The IT
steering committee shall comprise of representatives from IT, Human
Resources (HR), Legal and various business functions as felt appropriate.
iv. The Depositories shall formulate an IT strategy document and an
Information Security policy which should be approved by the Board and
reviewed annually.
v. 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.
vi. SEBI has laid down Guidelines for Business Continuity Plan (BCP) and
Disaster Recovery (DR) for stock exchange and depositories vide circular
88 Reference: MRD/DMS/03/2014 dated January 21, 2014
101
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
CIR/MRD/DMS/12/2012 dated April 13, 2012 and
CIR/MRD/DMS//17/2012 dated June 22, 2012. In Addition to the
requirements of the aforementioned circulars, depositories shall designate
a senior official as the head of BCP function.
4.21 Guidelines for inspection of Depository Participants (DPs) by
Depositories89
i. Depository System Review Committee (DSRC) was constituted by SEBI to
undertake a comprehensive review of the depository system of Indian
Securities market.
ii. 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
iii. For conducting inspection of DPs, depositories shall inspect the areas as
mentioned in Annexure - I. 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.
iv. For the purpose of determining the size of sample, depositories shall be
guided by 'Adaptive Sample Size determination methodology' as
mentioned at Annexure - II.
Categorization / Risk Rating of DPs
v. For the purpose of computing total risk score of DPs, depositories shall be
guided by “DP Rating Model / Categorization” as mentioned at Annexure
– III.
vi. 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.
89 Reference Circular SEBI/MRD/DMS/05/2014 dated February 07, 2014
102
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
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.
vii. 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 / Percentile of Risk Score
Categorization
High ≥ 80
Medium-High 46-79
Medium 21-45
103
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
Low ≤ 20
viii. 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
ix. Apart from the above, depositories may undertake specific purpose
inspections for DPs which score high in the specific inspection areas as
mentioned at Annexure - I.
x. 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.
104
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
Annexure –I
List of Inspection Areas
1. Depositories shall inspect the areas mentioned at para 2 below during
inspection of DPs with regards to any
1.1. Circulars / Guidelines issued by SEBI on the areas mentioned below.
1.2. Guidelines / Operating Instructions / Directions from depositories on the
areas mentioned below.
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 point 1.1
and 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
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
105
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
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
106
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
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
107
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
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 /Closure of 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
108
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
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
109
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
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
T.10. Other Complaints
110
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
Annexure –II
Adaptive Sample Size Determination methodology
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, FIIs 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 FIIs
where it shall be checked on a 100% basis.
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
111
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
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.
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. 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
112
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
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
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.
113
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
Annexure-III
DP Rating / Categorization Model
I. 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
Sr No Inspection Areas Weight B = No of Inspection
(A) Instances Score
divided by
Sample size
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
Annexure –I (List of Inspection Areas) of this circular, in the above model
to arrive at the Quantitative Score for a DP.
114
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
Table: Indicative Table for calculation of Quantitative Score for Complaints
Received
Sr No Type and Nature of Weight (Number of Inspection
Complaint (A) Complaints Score
redressed) /
Number of
IS = A*B
Complaints
received)
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)
II. 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.
Point on the
scale of 1 to Area
Sr. Weight 10. score
Qualitative Factors
No (A) [10 being the =(A) *
Worst] (B)
(B)
1 Ownership and Governance
2 IT security and Business Continuity
3 Regulatory / procedural Compliance
Automation of systems and processes
4
for critical activities
5 Quality of Management
6 Financial Status / profitability of DPs
Pending enquires / Penalties imposed
7 by SEBI / Depositories on DP
operations
115
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
8 Complaints redressal
Adverse findings of other activities
9
(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
1. Experience, Fit and Proper and Qualification of Key Personnel.
2. Existence of Succession planning for top management especially in
control functions.
3. Chinese walls between the activities in terms of manpower, resources
etc.
4. Training and development of employees.
5. Adequacy of staff strength.
6. Compliance level of previous inspection observations/ directions of
regulatory bodies
(c) IT security and Business Continuity
1. High Availability.
2. Appropriate Interconnected Architecture.
3. Appropriate Recovery Time Objective (RTO) and Recovery Point
Objective (RPO) and near “Zero Data Loss”.
4. Periodic drills that simulate the real life disaster scenarios on a regular
basis.
5. Technological glitches in the past period and remedies taken.
6. Information security.
7. Upgradation of technology
116
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
(d) Financial Status / profitability of DPs
1. The net-worth of the DPs (whether reducing or increasing from
previous years)
2. Net Profits of DPs operations.
(e) Complaints redressal
1. Complaint redressal system
2. Percentage of complaints pending and resolved.
(f) Other adverse findings
1. Actions taken by Stock exchange and SEBI / RBI with respect to other
activities
2. Actions taken by other depository.
III. Total Score = Qualitative Score + Quantitative Score
117
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
4.22 Activity of Demat of warehouse receipts90
The aforesaid activity is not in compliance with Regulation 28 of SEBI
(D&P) Regulations, 1996 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.
4.23 Voting rights in respect of securities held in pool account91
It was informed that 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.
4.24 Risk Management Policy at the Depositories92
i. The depositories are advised to establish a clear, comprehensive and well
documented risk management framework which shall include the
following:
a) 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.;
b) list out all relevant risks, including technological, legal, operational,
custody and general business risks and the ways and means to address
the same;
c) the systems, policies and procedures to identify, assess, monitor and
manage the risks that arise in or are borne by the depository ;
d) the depository's risk-tolerance policy;
e) responsibilities and accountability for risk decisions and decision
making process in crises and emergencies.
ii. The Depositories shall put in place mechanism to implement the Risk
Management Framework through a Risk Management Group/
90 Reference: MRD/DP/SG-OW/202/2012 and MRD/DP/SG-OW/203/2012 dated January 4,
2012
91 Reference: SMDRP/NSDL/26563/2001 dated April 10, 2001
92 Reference: CIR/MRD/DP/1/2015 dated January 12, 2015
118
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
Committee which shall be headed by a Chief Risk Officer (CRO). The
responsibilities of the said Committee shall include the following:
a) 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.;
b) It shall suggest measures to mitigate risk wherever applicable;
c) It shall monitor and assess the adequacy and effectiveness of the risk
management framework and the system of internal control;
d) It shall review and update the risk management framework
periodically.
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.
4.25 Outsourcing by Depositories93
Based on recommendations by DSRC, the depositories are advised to
ensure the following:
i. Depositories shall formulate and document an outsourcing policy duly
approved by their Board based on the guidelines given below and the
principles outlined in the SEBI circular CIR/MIRSD/24/2011 dated
December 15, 2011.
Core activities of Depositories
ii. Core and critical activities of depositories shall not be outsourced. The
core activities of the depositories shall include but not limited to the
following:
a) Processing of the applications for admission of Depository
Participants (DPs), Issuers and Registrar & Transfer Agents (RTAs).
b) Facilitating Issuers/RTAs to execute Corporate Actions.
c) Allotting ISINs for securities.
d) Maintenance and safekeeping of Beneficial Owner’s data.
93 Reference: CIR/MRD/DP/19/2015 dated December 09, 2015
119
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
e) Execution of settlement and other incidental activities for pay-in/
pay-out of securities.
f) Execution of transfer of securities and other transactions like pledge,
freeze, etc.
g) Provision of internet based facilities for access to demat accounts and
submitting delivery instructions.
h) Ensuring continuous connectivity to DPs, RTAs, Clearing
Corporations and other Depository.
i) Monitoring and redressal of investor grievances.
j) Inspection of DPs and RTAs.
k) Surveillance Functions.
l) Compliance Functions.
iii. Core IT (Information Technology) support infrastructure / activities
for running the core activities of depositories shall not be outsourced
to the extent possible.
Due Diligence
iv. 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
v. 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.
vi. 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.
vii. 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
120
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
the extent possible which shall enable real time monitoring of
outsourced activities.
Audit
viii. 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.
4.26 Cyber Security and Cyber Resilience framework of Depositories94
i. SEBI as a member of IOSCO has adopted the Principles for Financial
Market Infrastructures (PFMIs) laid down by CPMI-IOSCO and has
issued guidance for implementation of the principles in the securities
market.
ii. Principle 17 of PFMI that relates to management and mitigation of
‘Operational risk’ requires that systemically important market
infrastructures institutions “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 fulfilment of the FMI’s
obligations, including in the event of a wide-scale or major disruption.”
iii. Depositories (hereafter referred as Market Infrastructure Institutions or
MIIs) are systemically important market infrastructure institutions. As
part of the operational risk management, these MIIs need to have robust
cyber security framework to provide essential facilities and perform
systemically critical functions relating to trading, clearing and
settlement in securities market.
iv. In view of the above, SEBI along with the Technical Advisory
Committee (TAC) engaged in detailed discussions with MIIs to develop
necessary guidance in the area of cyber security and cyber resilience.
94 Reference: Circular CIR/MRD/DP/13/2015 dated July 06, 2015
121
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
v. Based on the consultations and recommendations of Technical Advisory
Committee TAC, it has been decided to lay down the framework placed
at Annexure below that MIIs would be required to comply with regard
to cyber security and cyber resilience.
Annexure
1. Cyber attacks and threats attempt to compromise the Confidentiality,
Integrity and Availability (CIA) of the computer systems, networks and
databases.95 Cyber security framework include measures, tools and processes that
are intended to prevent cyber attacks and improve cyber resilience. Cyber
Resilience is an organisation’s ability to prepare and respond to a cyber attack and
to continue operation during, and recover from, a cyber attack.
Governance
2. As part of the operational risk management framework to manage risk to
systems, networks and databases from cyber attacks and threats, MII should
formulate a comprehensive cyber security and cyber resilience policy document
encompassing the framework mentioned hereunder. The policy document should
be approved by the Board, and in case of deviations from the suggested
framework, reasons for such deviations should also be provided in the policy
document. The policy document should be reviewed by the MII’s Board atleast
annually with the view to strengthen and improve its cyber security and cyber
resilience framework.
3. The cyber security and cyber resilience policy should include the following
process to identify, assess, and manage cyber security risk associated with
processes, information, networks and systems.
a. ‘Identify’ critical IT assets and risks associated with such assets,
b. ‘Protect’ assets by deploying suitable controls, tools and measures,
c. ‘Detect’ incidents, anomalies and attacks through appropriate
monitoring tools / processes,
95 Confidentiality refers to limiting access of systems and information to authorized users, Integrity
is the assurance that the information is reliable and accurate, and Availability refers to guarantee
of reliable access to the systems and information by authorized users
122
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
d. ‘Respond’ by taking immediate steps after identification of the incident,
anomaly or attack,
e. ‘Recover’ from incident through incident management, disaster
recovery and business continuity framework.
4. The Cyber security policy should encompass the principles prescribed by
National Critical Information Infrastructure Protection Centre (NCIIPC) of
National Technical Research Organisation (NTRO), Government of India in the
report titled ‘Guidelines for Protection of National Critical Information
Infrastructure’ and subsequent revisions, if any, from time to time.
5. MII should also incorporate best practices from standards such as ISO
27001, ISO 27002, COBIT 5, etc., or their subsequent revisions, if any, from time to
time.
6. MII should designate a senior official as Chief Information Security Officer
(CISO) whose function would be to assess, identify and reduce cyber security
risks, respond to incidents, establish appropriate standards and controls, and
direct the establishment and implementation of processes and procedures as per
the cyber security and resilience policy approved by the Board of the MII.
7. The Oversight Standing Committee on Technology96 of the stock exchanges
and of the clearing corporations and the IT Strategy Committee97 of the
depositories should on a quarterly basis review the implementation of the cyber
security and resilience policy approved by their Boards, and such review should
include review of their current IT and cyber security and resilience capabilities, set
goals for a target level of cyber resilience, and establish a plan to improve and
strengthen cyber security and cyber resilience.
8. MII should establish a reporting procedure to facilitate communication of
unusual activities and events to CISO or to the senior management in a timely
manner.
9. The aforementioned committee and the senior management of the MII,
96Refer SEBI Circulars SMD/POLICY/Cir-2/98 dated January 14, 1998 and
CIR/MRD/DSA/33/2012 dated December 13, 2012.
97 Refer SEBI CIR/MRD/DMS/ 03 /2014 dated January 21, 2014.
123
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
including the CISO, should periodically review instances of cyber attacks, if any,
domestically and globally, and take steps to strengthen cyber security and cyber
resilience framework.
10. MII should define responsibilities of its employees, outsourced staff, and
employees of vendors, members or participants and other entities, who may have
access or use systems / networks of MII, towards ensuring the goal of cyber
security.
Identify
11. MII should identify critical assets based on their sensitivity and criticality
for business operations, services and data management. To this end, MII should
maintain up-to-date inventory of its hardware and systems, software and
information assets (internal and external), details of its network resources,
connections to its network and data flows.
12. MII should accordingly identify cyber risks (threats and vulnerabilities)
that it may face, alongwith the likelihood of such threats and impact on the
business and thereby, deploy controls commensurate to the criticality.
13. MII should also encourage its third-party providers, such as service
providers, stock brokers, depository participants, etc. to have similar standards of
Information Security.
Protection
Access Controls
14. No person by virtue of rank or position should have any intrinsic right to
access confidential data, applications, system resources or facilities.
15. Any access to MII’s systems, applications, networks, databases, etc., should
be for a defined purpose and for a defined period. MII should grant access to IT
systems, applications, databases and networks on a need-to-use basis and based on
the principle of least privilege. Such access should be for the period when the access
is required and should be authorized using strong authentication mechanisms.
16. MII should implement strong password controls for users’ access to
124
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
systems, applications, networks and databases. Password controls should include
a change of password upon first log-on, minimum password length and history,
password complexity as well as maximum validity period. The user credential
data should be stored using strong and latest hashing algorithms.
17. MII should ensure that records of user access are uniquely identified and
logged for audit and review purposes. Such logs should be maintained and stored
in encrypted form for a time period not less than two (2) years.
18. MII should deploy additional controls and security measures to supervise
staff with elevated system access entitlements (such as admin or privileged users).
Such controls and measures should inter-alia include restricting the number of
privileged users, periodic review of privileged users’ activities, disallow
privileged users from accessing systems logs in which their activities are being
captured, strong controls over remote access by privileged users, etc.
19. Account access lock policies after failure attempts should be implemented
for all accounts.
20. Employees and outsourced staff such as employees of vendors or service
providers, who may be given authorised access to the MII’s critical systems,
networks and other computer resources, should be subject to stringent
supervision, monitoring and access restrictions.
21. Two-factor authentication at log-in should be implemented for all users that
connect using online / internet facility.
22. MII should formulate an Internet access policy to monitor and regulate the
use of internet and internet based services such as social media sites, cloud-based
internet storage sites, etc.
23. Proper ‘end of life’ mechanism should be adopted to deactivate access
privileges of users who are leaving the organization or who access privileges have
been withdrawn.
Physical security
24. Physical access to the critical systems should be restricted to minimum.
Physical access of outsourced staff / visitors should be properly supervised by
125
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
ensuring at the minimum that outsourced staff / visitors are accompanied at all
times by authorised employees.
25. Physical access to the critical systems should be revoked immediately if the
same is no longer required.
26. MII should ensure that the perimeter of the critical equipments room are
physically secured and monitored by employing physical, human and procedural
controls such as the use of security guards, CCTVs, card access systems, mantraps,
bollards, etc. where appropriate.
Network Security Management
27. MII should establish baseline standards to facilitate consistent application
of security configurations to operating systems, databases, network devices and
enterprise mobile devices within the IT environment. The MII should conduct
regular enforcement checks to ensure that the baseline standards are applied
uniformly.
28. MII should install network security devices, such as firewalls as well as
intrusion detection and prevention systems, to protect its IT infrastructure from
security exposures originating from internal and external sources.
29. Anti-virus software should be installed on servers and other computer
systems. Updation of Anti-virus definition files and automatic anti-virus scanning
should be done on a regular basis.
Security of Data
30. Data-in motion and Data-at-rest should be in encrypted form by using
strong encryption methods such as Advanced Encryption Standard (AES), RSA,
SHA-2, etc.
31. MII should implement measures to prevent unauthorised access or copying
or transmission of data / information held in contractual or fiduciary capacity. It
should be ensured that confidentiality of information is not compromised during
the process of exchanging and transferring information with external parties.
32. The information security policy should also cover use of devices such as
126
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
mobile phone, faxes, photocopiers, scanners, etc. that can be used for capturing
and transmission of data.
33. MII should allow only authorized data storage devices through appropriate
validation processes.
Hardening of Hardware and Software
34. Only a hardened and vetted hardware / software should be deployed by
the MII. During the hardening process, MII should inter-alia ensure that default
passwords are replaced with strong passwords and all unnecessary services are
removed or disabled in equipments / software.
35. All open ports which are not in use or can potentially be used for
exploitation of data should be blocked. Other open ports should be monitored and
appropriate measures should be taken to secure the ports.
Application Security and Testing
36. MII should ensure that regression testing is undertaken before new or
modified system is implemented. The scope of tests should cover business logic,
security controls and system performance under various stress-load scenarios and
recovery conditions.
Patch Management
37. MII should establish and ensure that the patch management procedures
include the identification, categorization and prioritisation of security patches. An
implementation timeframe for each category of security patches should be
established to implement security patches in a timely manner.
38. MII should perform rigorous testing of security patches before deployment
into the production environment so as to ensure that the application of patches do
not impact other systems.
Disposal of systems and storage devices
39. MII should frame suitable policy for disposals of the storage media and
systems. The data / information on such devices and systems should be removed
127
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
by using methods viz. wiping / cleaning / overwrite, degauss and physical
destruction, as applicable.
Vulnerability Assessment and Penetration Testing (VAPT)
40. MII should regularly conduct vulnerability assessment to detect security
vulnerabilities in the IT environment. MII should also carry out periodic
penetration tests, atleast once in a year, in order to conduct an in-depth evaluation
of the security posture of the system through simulations of actual attacks on its
systems and networks.
41. Remedial actions should be immediately taken to address gaps that are
identified during vulnerability assessment and penetration testing.
42. In addition, MII should perform vulnerability scanning and conduct
penetration testing prior to the commissioning of a new system which offers
internet accessibility and open network interfaces.
Monitoring and Detection
43. MII should establish appropriate security monitoring systems and
processes to facilitate continuous monitoring of security events and timely
detection of unauthorised or malicious activities, unauthorised changes,
unauthorised access and unauthorised copying or transmission of data /
information held in contractual or fiduciary capacity, by internal and external
parties. The security logs of systems, applications and network devices should also
be monitored for anomalies.
44. Further, to ensure high resilience, high availability and timely detection of
attacks on systems and networks, MII should implement suitable mechanism to
monitor capacity utilization of its critical systems and networks.
45. Suitable alerts should be generated in the event of detection of
unauthorized or abnormal system activities, transmission errors or unusual online
transactions.
128
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
Response and Recovery
46. Alerts generated from monitoring and detection systems should be suitably
investigated, including impact and forensic analysis of such alerts, in order to
determine activities that are to be performed to prevent expansion of such incident
of cyber attack or breach, mitigate its effect and eradicate the incident.
47. The response and recovery plan of the MII should aim at timely restoration
of systems affected by incidents of cyber attacks or breaches. The recovery plan
should be in line with the Recovery Time Objective (RTO) and Recovery Point
Objective (RPO) specified by SEBI.
48. The response plan should define responsibilities and actions to be
performed by its employees and support / outsourced staff in the event of cyber
attacks or breach of cyber security mechanism.
49. Any incident of loss or destruction of data or systems should be thoroughly
analyzed and lessons learned from such incidents should be incorporated to
strengthen the security mechanism and improve recovery planning and processes.
50. MII should also conduct suitable periodic drills to test the adequacy and
effectiveness of response and recovery plan.
Sharing of information
51. Quarterly reports containing information on cyber attacks and threats
experienced by MII and measures taken to mitigate vulnerabilities, threats and
attacks including information on bugs / vulnerabilities / threats that may be
useful for other MIIs, should be submitted to SEBI.
52. Such details as are felt useful for sharing with other MIIs in masked and
anonymous manner shall be shared using mechanism to be specified by SEBI from
time to time.
Training
53. MII should conduct periodic training programs to enhance awareness level
among the employees and outsourced staff, vendors, etc. on IT / Cyber security
policy and standards. Special focus should be given to build awareness levels and
129
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
skills of staff from non-technical disciplines.
54. The training program should be reviewed and updated to ensure that the
contents of the program remain current and relevant.
Periodic Audit
55. The Terms of Reference for the System Audit of MII specified vide circular
CIR/MRD/DMS/13/2011 dated November 29, 2011 shall be accordingly
modified to include audit of implementation of the aforementioned areas.
End of Annexure
4.27 Database for Distinctive Number (DN) of Shares98
1. Share capital reconciliation of the entire issued capital of the company by
the issuer or its agent is a mandatory requirement under Regulation 55 of
the SEBI (Depositories & Participants) Regulations, 1996.
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.
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.
98 Reference: Circular CIR/MRD/DP/10/2015 dated June 05, 2015
130
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
4. Based on consultations with the Depositories and Stock Exchanges, the
following guidelines are given for the operationalisation of the DN
database -
4.1. Instructions to the Depositories
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.
4.1.2. The depositories shall provide an interface to the Stock
Exchange, Issuers/RTAs for online updation and to the DPs for
online enquiry. The same shall be released for live updates latest by
September 30, 2015.
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 xi. Nature of ISIN [Temporary
(Frozen) or Permanent
approval
(Active)]
vi. Date of final trading approval
/ dealing permission
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.
131
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
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 as on
September 30, 2015.
4.2. Instructions to the Stock Exchanges
4.2.1. The Stock Exchanges shall provide the following information
of all companies listed on the concerned Stock Exchange as on
September 30, 2015 -
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).
4.2.2. The Stock Exchanges shall use the interface provided by the
Depositories for the following -
i. In respect of companies where the final trading approval /
dealing permission was awaited as on September 30, 2015,
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 [as per point nos. (v), (vi) and (vii) of 5.1.3],
immediately upon granting of such permissions.
ii. 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
132
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
and trading start date [as per point nos. (v), (vi) and (vii) of 5.1.3],
immediately upon granting of such permissions.
iii. 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.
iv. 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.
4.2.3. 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.
4.3. Instructions to the Issuers/RTAs
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 5.1.3, 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.
133
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
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 latest by December 31, 2015.
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.
4.4. Instructions to the DPs
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.
4.28 Ticker on Website - For Investor awareness99
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."
Depositories are advised to communicate the above to their depository
participants and ensure its implementation.
99 Reference: Email on “Ticker on Website - For Investor awareness” dated November 05, 2015
134
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
4.29 Separate mobile number/ email id for the clients of Depository Participants
(DPs)100
i. It has been observed that DPs do not have the procedure to check that
separate mobile number/ email id is uploaded for each client.
ii. 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 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.
100 Email on Separate mobile number/ email id for the clients of Depository Participants (DPs)
dated January 16, 2015.
135
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
SCHEDULE
CIRCULARS
1. Circular No. SMDRP/Policy/Cir-28/99 dated August 23, 1999.
2. Circular No. SMDRP/Policy/Cir-05/2001 dated February 1, 2001.
3. Circular No. D&CC/FITTC/Cir-09/2002 dated July 4, 2002.
4. Circular No. D&CC/FITTC/Cir-10/2002 dated September 25, 2002.
5. Circular No. D&CC/FITTC/Cir-13/2002 dated November 1, 2002.
6. Circular No. D&CC/FITTC/CIR - 12/2002 dated October 30, 2002.
7. Circular No. D&CC/FITTC/Cir-15/2002 dated December 27, 2002.
8. Circular No. LGL/Cir-2/2003 dated February 19, 2003.
9. Circular No. DCC/FITTC/Cir-19/2003 dated March 4, 2003
10. Circular No. SEBI/MRD/Policy/AT/Cir-19/2004 dated April 21, 2004.
11. Circular No. MRD/DoP/Dep/Cir-27/2004 dated August 16, 2004.
12. Circular No. MRD/DoP/Dep/Cir-29/2004 dated August 24, 2004.
13. Circular No. MRD/DoP/SE/Dep/Cir-36/04 dated October 27, 2004.
14. Circular No. SEBI/MRD/SE/DEP/Cir-4/2005 dated January 28, 2005.
15. Circular No. SEBI/MRD/SE/Cir-16/2005 dated August 04, 2005.
16. Circular No. MRD/DoP/SE/Dep/Cir-18/2005 dated September 2, 2005.
17. Circular No. MRD/DoP/Dep/Cir-22 /05 dated November 09, 2005.
18. Circular No. SEBI/MRD/DEP/Cir-24/05 dated December 22, 2005.
19. Circular No. SEBI/MRD/DEP/Cir-2/06 dated January 19, 2006.
20. Circular No. SEBI/MRD/DEP/Cir-3/06 dated February 21, 2006.
21. Circular No. MRD/DoP/Dep/Cir-09/06 dated July 20, 2006.
22. Circular No. MRD/DoP/Dep/SE/Cir-13/06 dated September 26, 2006.
23. Circular No. MRD/DoP/Dep/SE/Cir-17/06 dated October 27, 2006.
24. Circular No. MRD/Dep/Cir- 20/06 dated December 11, 2006.
25. Circular No. MRD/DoP/Dep/SE/Cir-22/06 dated December 18, 2006.
26. Circular No. MRD/DSA/SE/Dep/Cust/Cir-23/06 dated December 22,
2006.
27. Circular No. SEBI/CFD/DILDIP/29/2008/01/02 dated February 1, 2008.
28. Circular No. SEBI/MRD/Dep/Cir-03/2007 dated February 13, 2007.
29. Circular No. MRD/DoP/Cir- 5/2007 dated April 27, 2007.
30. Circular No. MIRSD/DPS-III/Cir-9/07 dated July 3, 2007.
136
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
31. Circular No. MIRSD/DPS- III/Cir-23/08 dated July 25, 2008.
32. Circular No. SEBI/MRD/Dep/Cir-03/2008 dated February 28, 2008.
33. Circular No. MRD/DoP/Cir-20/2008 dated June 30, 2008.
34. Circular No. MRD/DoP/SE/Dep/Cir-2/2009 dated February 10, 2009.
35. Circular No. CIR/MRD/DP/19/2010 dated June 10, 2010.
36. Circular No. CIR/MRD/DP/20/2010 dated July 1, 2010.
37. Circular No. CIR/MRD/DP/22/2010 dated July 29, 2010.
38. Circular No. CIR/MRD/DO/37/2010 dated December 14, 2010.
39. Circular No. CIR/MRD/DP/04/2011 dated April 07, 2011.
40. Circular No. CIR/MRD/DP/05/2011 dated April 27, 2011.
41. Circular No. MIRSD/SE/Cir-21/2011 dated October 5, 2011.
42. Circular No. CIR/MRD/DMS/13/2011 dated November 29, 2011.
43. Circular No. CIR/MRD/DMS/12/2012 dated April 13, 2012
44. Circular No. CIR/MRD/ DMS/17/2012 dated June 22, 2012
45. Circular No. CIR/MRD/ICC/16/2012 dated June 15, 2012.
46. Circular No. CIR/MRD/DP/21/2012 dated August 02, 2012.
47. Circular No. CIR/MIRSD/09/2012 dated August 13, 2012.
48. Circular No. CIR/MRD/DP/22/2012 dated August 27, 2012.
49. Circular No. CIR SEBI/MIRSD /11/2012 dated September 05, 2012.
50. Circular No. CIR/MRD/DP/24/2012 dated September 11, 2012.
51. Circular No. CIR/MRD/DP/DA/25/2012 dated September 21, 2012.
52. Circular No. CIR/MRD/DP/27/2012 dated November 01, 2012.
53. Circular No. CIR/MRD/DP/32/2012 dated December 06, 2012.
54. Circular No. CIR SEBI/MIRSD/01/2013 dated January 04, 2013.
55. Circular No. CIR/MRD/DP/10/2013 dated March 21, 2013.
56. Circular No. CIR SEBI/MRD/DRMNP/26/2013 dated September 04, 2013.
57. Circular No. CIR SEBI/MIRSD /07/2013 dated September 12, 2013.
58. Circular No. CIR SEBI/MIRSD/09/2013 dated October 08, 2013.
59. Circular No. CIR/MIRSD/10/2013 dated October 28, 2013.
60. Circular No. CIR SEBI/MIRSD/ 12/2013 dated December 04, 2013.
61. Circular No. CIR SEBI/MRD/DOP/01/2014 dated January 07, 2014.
62. Circular No. CIR MRD/DMS/03/2014 dated January 21, 2014.
63. Circular No. CIR SEBI/MRD/DMS/05/2014 dated February 07, 2014.
64. Circular No. CIR/MRD/DP/21/2014 dated July 01, 2014.
65. Circular No. CIR/MRD/DP/22/2014 dated July 04, 2014.
137
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
66. Circular No. CIR/MRD/DP/31/2014 dated November 12, 2014.
67. Circular No. CIR/MRD/DP/1/2015 dated January 12, 2015.
68. Circular No. CIR/ MIRSD/1/2015 dated March 04, 2015.
69. Circular No. CIR/MRD/DP/10/2015 dated June 05, 2015.
70. Circular No. CIR/MRD/DP/13/2015 dated July 06, 2015.
71. Circular No. CIR/MIRSD/2/2015 dated August 26, 2015.
72. Circular No. CIR/MRD/DP/18/2015 dated December 09, 2015.
73. Circular No. CIR/MRD/DP/19/2015 dated December 09, 2015.
74. Circular No. CIR/MRD/DP/20/2015 dated December 11, 2015.
75. Circular No. CIR/MIRSD/29/2016 dated January 22, 2016
COMMUNICATIONS
1. SMDRP/NSDL / 3055 /1998 dated August 11, 1998.
2. SMDRP/RKD /NSDL/2494 /98 dated November 18, 1998.
3. SMDRP/NSDL/4615 /2000 dated March 13, 2000.
4. SMDRP/CDSL / 18300 /2000 dated November 16, 2000.
5. SMDRP/NSDL/26563/2001 dated April 10, 2001.
6. D&CC/ 1099 / 2002 dated November 01, 2002.
7. MRD/DRK/SU/16034/2003 dated August 22, 2003.
8. MRD/VSS/ARR/ 12255/2004 dated June 10, 2004.
9. MRD/DoP/ Dep/82334 /2006 dated December 14, 2006.
10. MRD/DEP/PP/123624 /2008 dated April 23, 2008.
11. MRD/DoP/MC/141442 /2008 dated October 17, 2008.
12. SEBI/ MRD/CDSL/ 149156 /2009 dated January 01, 2009.
13. MRD/CDSL/VM/ 155773 /2009 dated February 27, 2009.
14. MRD/NSDL/VM/158886 /2009 dated March 30, 2009.
15. MRD/DoP/NSDL/VM/ 162378 /2009 dated May 06, 2009.
16. MRD/DoP/NSDL/VM/168994 /2009 dated July 07, 2009.
17. MRD/CDSL/VM/168989 /2009 dated July 07, 2009.
18. SEBI/MRD/DEP/VM/169784 /09 dated July 15, 2009.
19. MRD/DoP/Dep/VM/182963/2009 dated November 12, 2009.
20. MRD/DoP/MAS – OW/16723/2010 dated August 17, 2010.
138
भारतीय प्रततभूतत और वितिमय बोर् ड
Securities and Exchange Board of India
21. MRD/DP/SG-OW/202/2012 and MRD/DP/SG-OW/203/2012 dated
January 4, 2012.
22. MRD/DP/SG-OW/2010/2012 dated January 20, 2012.
23. CFD email dated November 05, 2015.
24. MIRSD email dated January 16, 2015.
139