THE GAZETTE OF INDIA

EXTRAORDINARY

PART �II � SECTION 3 � SUB SECTION (ii)

PUBLISHED BY AUTHORITY

SECURITIES AND EXCHANGE BOARD OF INDIA

NOTIFICATION

Mumbai, the 2^nd September, 2003

SECURITIES AND EXCHANGE BOARD OF INDIA

(DEPOSITORIES AND PARTICIPANTS) (SECOND AMENDMENT) REGULATIONS, 2003

S.O. No. 1006(E).--- In exercise of the powers conferred by section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Board hereby makes the following regulations to amend the Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996, namely:-

These regulations may be called the Securities and Exchange Board of India (Depositories and Participants) (Second Amendment) Regulations, 2003.

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

In Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996 (hereinafter referred to as the �regulations�), -

�� (a) After regulation 53, the following new regulations shall be inserted, namely -

�53A. Manner of handling share registry work - All matters relating to transfer of securities, maintenance of records of holders of securities, handling of physical securities and establishing connectivity with the depositories shall be handled and maintained at a single point i.e. either in-house by the issuer or by a Share Transfer Agent registered with the Board.

53B. Redressal of investor grievances - ��Every issuer or its agent or any person who is registered as an intermediary under this Act, shall redress the grievances of beneficial owners within thirty days of the date of receipt of the complaint and keep the depository informed about the number and nature of grievances redressed by it and the number of grievances pending before it.�

(b) In regulation 54, sub-regulation (4) shall be substituted by the following sub-regulation, namely-

�54(4). The participant shall, within seven days of the receipt of certificate of security referred to in sub-regulation (1) furnish to the issuer details specified in sub-regulation (2) alongwith the certificate of security.�

�54 (5). Within 15 days of receipt of the certificate of security from the participant the issuer shall confirm to the depository that �securities comprised in the said certificate have been listed on the stock exchange or exchanges where the earlier issued securities are listed and shall also after due verification immediately mutilate and cancel the certificate of security and substitute in its record the name of the depository as the registered owner and shall send a certificate to this effect to the depository and to every stock exchange where the security is listed.

Provided that in case of unlisted companies the condition of listing on all the stock exchanges where earlier issued shares are listed, shall not be applicable.�

�(d) �After regulation 55, the following new regulation shall be inserted, namely -

�55A. Audit - (1) Every issuer shall submit audit report on a quarterly basis, starting from September 30, 2003, to the concerned stock exchanges audited by a qualified Chartered Accountant or a practicing Company Secretary, for the purposes of reconciliation of the total issued capital, listed capital and capital held by depositories in dematerialized form, the details of changes in share capital during the quarter and the in-principle approval obtained by the issuer from all the stock exchanges where it is listed in respect of such further issued capital.

(2) The audit report under sub-regulation (1) shall also give the updated status of the register of members of the issuer and confirm that securities have been dematerialized as per requests within 21 days from the date of receipt of requests by the issuer and where the dematerialization has not been effected within the said stipulated period, the report shall disclose the reasons for such delay.

(3) The issuer shall immediately bring to the notice of the depositories and the stock exchanges, any difference observed in its issued, listed, and the capital held by depositories in dematerialised form.�

�[F. No. SEBI/LE/16451/2003]

G.N. BAJPAI

CHAIRMAN

SECURITIES AND EXCHANGE BOARD OF INDIA

________________________________________________________________

Foot note:

1. Securities and Exchange Board of India (Depositories and Participants Regulations, 1996, the principal regulations was published in the Gazette of India on May 16, 1996, vide No. S.O. 345(E).

2. SEBI (Depositories and Participants) Regulations, 1996 was subsequently amended �

(a) On February 7, 1997 by SEBI (Depositories and Participants) (Amendment) Regulations, 1997 vide No. S.O. 91(E).

�

(b) On September 5, 1997 by SEBI (Depositories and Participants) (Second Amendment) Regulations, 1997 vide No. S.O. 640 (E).

(c) On January 5, 1998 by SEBI (Depositories and Participants) (Amendment) Regulations, 1998 vide No. S.O. 18(E).

(d) On January 21, 1998 by SEBI (Depositories and Participants) (Second Amendment) Regulations 1998 vide No. S.O. 76 (E).

(e) On May 20, 1999 by SEBI (Depositories and Participants) (Amendment) Regulations, 1999 vide S.O. 357 (E).

(f) On July 7, 1999 by SEBI (Depositories and Participants) (Second Amendment) Regulations, 1999 vide No. S.O. 546 (E).

(g) On September 21, 1999 by SEBI (Depositories and Participants) (Third Amendment) Regulations, 1999 vide No. S.O. 775 (E).

(h) On December 26, 2000 by SEBI (Depositories and Participants)� (Amendment) Regulations, 2000 vide No. S.O. 1160 (E).

(i) On May 29, 2001 by SEBI (Investment Advice by Intermediaries) (Amendment) Regulations, 2001, vide No. S.O. 476(E).

(j) On June 16, 2003 by SEBI (Depositories and Participants) (Amendment) Regulations, 2003, Vide S. O. 696(E).



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THE GAZETTE OF INDIA EXTRAORDINARY PART �II � SECTION 3 � SUB SECTION (ii) PUBLISHED BY AUTHORITY SECURITIES AND EXCHANGE BOARD OF INDIA NOTIFICATION Mumbai, the 2^nd September, 2003 SECURITIES AND EXCHANGE BOARD OF INDIA (DEPOSITORIES AND PARTICIPANTS) (SECOND AMENDMENT) REGULATIONS, 2003 S.O. No. 1006(E).--- In exercise of the powers conferred by section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Board hereby makes the following regulations to amend the Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996, namely:- These regulations may be called the Securities and Exchange Board of India (Depositories and Participants) (Second Amendment) Regulations, 2003. They shall come into force on the date of their publication in the Official Gazette. In Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996 (hereinafter referred to as the �regulations�), - �� (a) After regulation 53, the following new regulations shall be inserted, namely - �53A. Manner of handling share registry work - All matters relating to transfer of securities, maintenance of records of holders of securities, handling of physical securities and establishing connectivity with the depositories shall be handled and maintained at a single point i.e. either in-house by the issuer or by a Share Transfer Agent registered with the Board. 53B. Redressal of investor grievances - ��Every issuer or its agent or any person who is registered as an intermediary under this Act, shall redress the grievances of beneficial owners within thirty days of the date of receipt of the complaint and keep the depository informed about the number and nature of grievances redressed by it and the number of grievances pending before it.� (b) In regulation 54, sub-regulation (4) shall be substituted by the following sub-regulation, namely- �54(4). The participant shall, within seven days of the receipt of certificate of security referred to in sub-regulation (1) furnish to the issuer details specified in sub-regulation (2) alongwith the certificate of security.� (c) In regulation 54, sub-regulation (5) shall be substituted by the following sub-regulation, namely- �54 (5). Within 15 days of receipt of the certificate of security from the participant the issuer shall confirm to the depository that �securities comprised in the said certificate have been listed on the stock exchange or exchanges where the earlier issued securities are listed and shall also after due verification immediately mutilate and cancel the certificate of security and substitute in its record the name of the depository as the registered owner and shall send a certificate to this effect to the depository and to every stock exchange where the security is listed. Provided that in case of unlisted companies the condition of listing on all the stock exchanges where earlier issued shares are listed, shall not be applicable.� �(d) �After regulation 55, the following new regulation shall be inserted, namely - �55A. Audit - (1) Every issuer shall submit audit report on a quarterly basis, starting from September 30, 2003, to the concerned stock exchanges audited by a qualified Chartered Accountant or a practicing Company Secretary, for the purposes of reconciliation of the total issued capital, listed capital and capital held by depositories in dematerialized form, the details of changes in share capital during the quarter and the in-principle approval obtained by the issuer from all the stock exchanges where it is listed in respect of such further issued capital. (2) The audit report under sub-regulation (1) shall also give the updated status of the register of members of the issuer and confirm that securities have been dematerialized as per requests within 21 days from the date of receipt of requests by the issuer and where the dematerialization has not been effected within the said stipulated period, the report shall disclose the reasons for such delay. (3) The issuer shall immediately bring to the notice of the depositories and the stock exchanges, any difference observed in its issued, listed, and the capital held by depositories in dematerialised form.� �[F. No. SEBI/LE/16451/2003] G.N. BAJPAI CHAIRMAN SECURITIES AND EXCHANGE BOARD OF INDIA ________________________________________________________________ Foot note: 1. Securities and Exchange Board of India (Depositories and Participants Regulations, 1996, the principal regulations was published in the Gazette of India on May 16, 1996, vide No. S.O. 345(E). 2. SEBI (Depositories and Participants) Regulations, 1996 was subsequently amended � (a) On February 7, 1997 by SEBI (Depositories and Participants) (Amendment) Regulations, 1997 vide No. S.O. 91(E). � (b) On September 5, 1997 by SEBI (Depositories and Participants) (Second Amendment) Regulations, 1997 vide No. S.O. 640 (E). (c) On January 5, 1998 by SEBI (Depositories and Participants) (Amendment) Regulations, 1998 vide No. S.O. 18(E). (d) On January 21, 1998 by SEBI (Depositories and Participants) (Second Amendment) Regulations 1998 vide No. S.O. 76 (E). (e) On May 20, 1999 by SEBI (Depositories and Participants) (Amendment) Regulations, 1999 vide S.O. 357 (E). (f) On July 7, 1999 by SEBI (Depositories and Participants) (Second Amendment) Regulations, 1999 vide No. S.O. 546 (E). (g) On September 21, 1999 by SEBI (Depositories and Participants) (Third Amendment) Regulations, 1999 vide No. S.O. 775 (E). (h) On December 26, 2000 by SEBI (Depositories and Participants)� (Amendment) Regulations, 2000 vide No. S.O. 1160 (E). (i) On May 29, 2001 by SEBI (Investment Advice by Intermediaries) (Amendment) Regulations, 2001, vide No. S.O. 476(E). (j) On June 16, 2003 by SEBI (Depositories and Participants) (Amendment) Regulations, 2003, Vide S. O. 696(E).