CIR/MIRSD/9/2011
To
The Managing DirectorsNSDL and CDSL
Dear Sir/Madam,
Subject: Periodical Report Grant of prior approval to Depository Participants
1) SEBI (Depositories and Participants) Regulations, 1996 {hereinafter referred to as “the said Regulations”}, have been amended vide notification no. LAD-NRO/GN/2011-12/03/12650 dated April 19, 2011 {hereinafter referred to as “the said amendment”}, acopy of which is available on SEBI website www.sebi.gov.in.
2) With the said amendment, a Depository Participant would be required to take prior approval from SEBI for change in control.
3) Henceforth, the Depositories shall submit a periodical report to SEBI regarding the following changes, as per the format and in accordance with the guidelines given atAnnexure-A
a. Amalgamation, demerger, consolidation or any other kind of corporaterestructuring falling within the scope of section 391 of the Companies Act, 1956 (1of 1956) or the corresponding provision of any other law for the time being in force;
b. Change in Director, including managing director/ whole-time director;
c. Change in shareholding not resulting in change in control;
d. Any other purpose as may be considered appropriate by the Depositories.
If there is no change during the relevant quarter, it shall be indicated in the report.
4) The Depositories are directed to:
a. bring the provisions of this circular to the notice of the Depository Participants and also disseminate the same on their websites;
b. make necessary amendments to the relevant bye-laws, rules and regulations forthe implementation of the above decision in co-ordination with one another toachieve uniformity in approach;
c. communicate to SEBI, the status of the implementation of the provisions of this circular in their Monthly Development Reports.
5) This circular is issued in exercise of powers conferred under Section 11(1) of the Securities and Exchange Board of India Act, 1992 to protect the interests of investorsin securities and to promote the development of, and to regulate the securities market.
6) This circular is available on SEBI website at www.sebi.gov.in under the categoriesLegal Framework and Circulars.
Yours faithfully,
Prasanta Mahapatra
Deputy General Manager
022-26449313
prasantam@sebi.gov.in
