Depositories and Participants (Amendment) Regulations, 2023

SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI) (DEPOSITORIES AND PARTICIPANTS) (AMENDMENT) REGULATIONS, 2023

No. SEBI/LAD-NRO/GN/2023/125.—In exercise of the powers conferred by section 30 of the Securities and Exchange Board of India Act, 1992 read with section 25 of the Depositories Act, 1996, the Board hereby makes the following regulations to further amend the Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 namely:—

1. These regulations may be called the Securities and Exchange Board of India (Depositories and Participants) (Amendment) Regulations, 2023.
   
2. They shall come into force on the one hundred and eightieth day from the date of their publication in the Official Gazette.
   
3. In the Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018-
   
   I. in regulation 2, sub-regulation (1),
   
   i. clause (k) shall be substituted with the following, namely,-
   
   “(k) “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.”
   
   ii. after clause (k) and before clause (l), the following clause shall be inserted, namely,-
   “(ka) “non-independent director” means a director elected or nominated by the shareholders who are neither depository participants nor their associates and agents;”
   
   iii. clause (p) shall be omitted.

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