Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018

SEBI/LAD-NRO/GN/2018/402 · 2018-10-03 · SEBI

Summary

This part covers Chapter I Preliminary (Regulations 1-2) and the opening of Chapter II Registration of Depository (Regulation 3(1)) of the SEBI (Depositories and Participants) Regulations, 2018 as amended up to November 22, 2025. It provides the short title, commencement provision, and definitions for terms including Act, applicant, associate, Board, change in control, Depositories Act, form, governing board, inspecting officer, key management personnel, non-independent director, persons acting in concert, public interest director, regulatory department and Schedule, plus an interpretation clause for undefined terms. It prohibits any person from establishing a depository unless registration has been obtained from the Board in accordance with the SEBI Act, the Depositories Act, 1996 and these regulations. This part governs the application, consideration and grant of certificate of registration as a depository under Regulations 3 to 7, including Form A, fees and draft bye-laws requirements. It specifies eligibility conditions under Regulation 6 and detailed post-registration conditions under Regulation 7 such as fee payment, compliance, activity restrictions, lock-in, governance, dis

Text

These regulations may be called the Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018.

They shall come into force on the date of their publication in the Official Gazette.

“Act” means the Securities and Exchange Board of India Act, 1992 (15 of 1992);

“applicant” means any person or persons who, acting alone or in combination with another person proposes to establish a depository under these regulations and holds fifteen percent shareholding of the depository;

"associate" shall have the same meaning as assigned to it under clause (b) of sub-regulation (1) of regulation 2 of the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018 or any amendments thereof;

“Board” means the Securities and Exchange Board of India established under section 3 of the Securities and Exchange Board of India Act, 1992 (15 of 1992);

“Change in control” – (i) in case of a body corporate – (A) if its shares are listed on any recognised stock exchange, shall be construed with reference to the definition of control in terms of regulations framed under clause (h) of sub-section (2) of section 11 of the Act; (B) if its shares are not listed on any recognised stock exchange, shall be construed with reference to the definition of control as provided in sub-section (27) of Section 2 of the Companies Act, 2013 (18 of 2013); (ii) in a case other than that of a body corporate, shall be construed as any change in its legal formation or ownership or change in controlling interest. Explanation – For the purpose of sub-clause (ii), the expression “controlling interest” means an interest, direct or indirect, to the extent of not less than fifty percent of voting rights or interest;

“Depositories Act” means the Depositories Act, 1996 (22 of 1996);

“form” means any of the forms specified in the First Schedule;

“governing board” means the board of directors of a depository;

“inspecting officer” means any person authorised by the Board under regulation 84;

“key management personnel” shall include: i. any person appointed as the managing director or executive director; or ii. a person serving as head of any department or vertical and directly reports to the managing director or to the directors on the governing board of the depository; or iii. a person serving as head of a core function as specified under Fourth Schedule of these regulations; or iv. a person who stands higher in hierarchy to the head of any department(s) handling core function(s) in the depository; or v. reporting officials of key management personnel; or vi. any person defined as a “key managerial personnel” under the Companies Act, 2013; or vii. any other person who is key decision making authority at the level of the depository or its direct or indirect material subsidiaries, as identified by the managing director or its Nomination and Remuneration Committee: Provided that in the case of a subsidiary of a depository that is regulated by a financial sector regulator; the norms specified by such a regulator may be considered for determining as to whether the person at the subsidiary is designated as a key management personnel.

You have read the preview. Create a free account to read the full document and see every order that applied it.

Free accounts include 10 searches/day with full text access.

Orders that applied this

Analyse a matter against these provisions · Plans

Source: SecMarx — Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018. Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.