In exercise of the powers conferred by section 30 of the Securities and Exchange Board of India Act

5393 GI/202 3 (1) रजिस्ट्री सं. डी.एल.- 33004/99 REGD. No . D. L. -33004/99 EXTRAORDINARY PART III—Section 4 PUBLISHED BY AUTHORITY No. 583] NEW DELHI , TUES DAY , AUGUST 22, 2023/ SHRAVANA 31, 1945 CG-MH-E-23082023-248241 – SECURITIES AND EXCHANGE BOARD OF INDIA NOTIFICATION Mumbai, the 22nd August , 2023 SECURITIES AND EXCHANGE BOARD OF INDIA (DEPOSITORIES AND PARTICIPANT S) (SECOND AMENDMENT) REGULATIONS, 202 3 No. SEBI/LAD -NRO/GN/2023 /147.—In exercise of the powers conferred by section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992 ) read with section 25 of the Deposito ries Act, 1996 (22 of 1996 ), the Board hereby makes the following regulatio ns to further amend the Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 namely: — 2. These regulations may be called the Securities and Exchange Board of India ( Depositories and Participants ) (Second Amendment) Regulati ons, 202 3. They shall come into force on the date of their publication in the Official Gazette. 3. In the Securities and Exchange Board of India ( Depositories and Participants ) Regulations, 2018 - I. regulation 2 3 shall be substituted with the following, name ly,- “Requirement and criteria of fit and proper 23(1) (a) The ‘fit and proper person’ criteria shall apply to the applicant, depository , its shareholders, directors and key management personnel at all times . (b) The depository shall ensure that all its shareholders, directors and key management personnel are fit and proper persons at all times. (2) For the purpose of these regulations , an applicant, or a depository shall be deemed to be a fit and proper person , if - (a) such a person has a general reputation and record of fairness and integrity , including but not limited to — (i) financial integrity; (ii) good reputation and character; and (iii)honesty; (b) such a person has not incurred any of the following disqualifications — (i) conviction of the person by a court for any economic offence or an offence of the securities laws; (ii) an O rder for winding up has been passed against the person; (iii) the person has been declared insolvent and has not been discharged; (iv) an O rder; restraining, prohibiting or debarring the p erson from dealing i n securities or from accessing the securities market, has been passed by the Board and a period of three years from the date of the expiry of the period specified in the Order has not elapsed; (v) any other O rder against the person which has a bearing on the s ecurities market, has been passed by the Board and a period of three years from the da te of the O rder has not elapsed: Provided that for the purpose of sub-clauses (iv) and (v), any O rder passed by the Board against a depository shall not affect the operat ion of such a depository unl ess expressly mentioned in the O rder. (vi) the Board has initiated recovery proceedi ngs under the Act or the S ecurities and Exchange Board of India Act, 1992 (15 of 1992) that are pending; (vii) the person is not financially sound or has been categorized as a willful defaulter; and (viii) any other disqualific ation as may be specified by the Board from time to time. (3) For the purpose of these regulations, the shareholders, directors or key management personnel of the depository, shall be deemed to be fit and proper if, - (a) they fulfil the criteria specified under sub -regulation (2) of this regulation; and (b) they have not been found to be of unsound mind by a court of competent jurisdicti on and have not been declared a fugitive economic offen der; and (c) they have not been convicted of an offence involving moral turpitud e. (4) If any director or key management personnel of a depository is not deemed to be fit and proper under sub -regulati on (3), the depository shall replace such a person withi n thirty days from the date of such disqualification, failing which the fit and proper person criteria may be invoked against the depository. (5) Any disqualification of the depository under sub -regulation (2) shall not have any bearing on the fit and prop er status of the directors or key management personnel unless the directors or key management personnel are also found to incur the same disqualification in the said matter . (6) An order passed against the person by any other regulatory authority may be ta ken into account by the Board while determining the fit and proper person criteria. (7) If any question arises on the decision of a depository as to whether a pers on is a fit and proper person, the decision of the Board on such question shall be f inal.” II. in regulation 24, in sub -regulation (14), (i) in clause (a), the word s “comprise of” , wherever they occur, shall be substituted with the words “ consist of”. (ii) in the proviso to clause (b), the words “comprise s of” shall be substituted with the words “consists of”. III. in regulation 28, in sub -regulation (6), the word “comprise of” shall be substituted with the word s “consis t of”. IV. in regulation 30, in sub -regulations (2) and (3), the words “comprising of” shall be substituted with the words “consisting of”. V. in regulation 35, in clause (d), after the words “fit and proper person” and before the word and symbol “; and” the words and symbol “under the Securities and Exchange Board of India (Intermediaries) Regulations, 2008 ” shall be inserted. BABITHA RAYUDU , Executive Dire ctor [ADVT. -III/4/Exty./ 366/2023 -24] Footnote : 1. The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 were published in the Gazette of India on October 3, 2018 vide No. No. SEBI/LAD -NRO/GN/2018/40. 2. The Sec urities and Exchange Board of India (Depositories and Participants) Regulations, 2018 were subsequently amended on, – a. 4th June, 2019 by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2019 v ide No. SEBI/L AD-NRO/GN/2019/20. b. 21st February, 2020 by t he Securities and Exchange Board of India (Depositories and Participants) (Amendm ent) Regulations, 2020 vide No. SEBI/LAD -NRO/GN/2020/04. c. 17th April, 2020, by the Secur ities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2020, vide No. SEBI/LAD -NRO/GN/2020/10. d. 5th May, 2021, by the Securities and Exchange Board of India (Payment of Fees an d Mode of Payment) (Amendment) Regulations 2021, vide No . SEBI/LAD -NRO/GN/2021/23. e. 3rd August, 2021, by the Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 202 1, vide No. SEBI/LAD -NRO/GN/2021/30. f. 13st August, 2021 by the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 202 1 vide No. SEBI/LAD -NRO/GN/2021/43. g. 26th October 2021 by the Securities and Exchange Board of India (Depositories and Participants) (Second Amendment) Regulations, 2021 vide No. SEBI/LAD -NRO/GN/2021/5 3. h. 23rd February 2022 by the Securities and Exchange Boa rd of India (Depositories and Participants) (Amendment) Regulations, 2022 vide No. SEBI/LAD -NRO/GN/2022/74 . i. 2nd March 2023 by the Securi ties and Exchange Board of India (Depositories and Participants) (Amendment) Reg ulations, 2023 vide No. SEBI/LAD -NRO/GN/ 2023/125 . 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