Background
The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 were notified by SEBI on 3 October 2018 under the powers granted by the Securities and Exchange Board of India Act, 1992 and the Depositories Act, 1996. They replaced the earlier 1996 Depositories and Participants Regulations to provide a modernised, comprehensive regulatory framework for depositories and their participants in India’s securities market.
Key Compliances under SEBI (Depositories and Participants) Regulations, 2018
Within fifteen 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.
2. Maintenance of record of certificates of securities which have been dematerialised (Regulation 74 (7))
The issuer shall maintain a record of certificates of securities which have been dematerialised.
3. Reconciliation of Share Capital Audit Report (Regulation 76)
(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 [or a practicing Cost Accountan, 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 twenty-one 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.
As per circulars:
BSE: Notice No. 20260102-23 dated January 02, 2026
NSE: Circular Ref. No . NSE/CML/2026/01 dated January 02, 2026
Listed entities to do Integrated Filing (Governance) with the Stock Exchange for Statement on redressal of investor grievances (under Reg 13(3)),Compliance Report on Corporate Governance(under Reg. 27(2)(a)), Reconciliation of Share Capital & AR (reg 76 of DP reg), Meeting of shareholders and voting (reg 44(3)) of LODR within 30 days of the end of Quarter. W.e.f March 1, 2025, Equity/Equity+Debt Listed Companies at NSE & BSE shall submit disclosures via Single Filing system through API-Based Integration and avoid multiple filings of same discosure on both Exchanges. The listed entities exclusively listed on respective Stock Exchanges will continue to file the disclosure on their respective Stock Exchanges where they are listed.It shall be ensured that acknowledgement is received from both Exchanges and that filings are available on both Exchange websites.
Penalty & Punishment
For contravention of Reg 74 (5):
U/s 15HB of SEBI Act: Penalty for contravention where no separate penalty has been provided. -Whoever fails to comply with any provision of this Act, the rules or the regulations made or directions issued by the Board thereunder for which no separate penalty has been provided, shall be liable to a penalty which shall not be less than one lakh rupees but which may extend to one crore rupees.
For Contravention of Reg 74(7):
U/s15 A of SEBI Act- If any person, who is required under this Act or any rules or regulations made thereunder,fails to maintain books of account or records, fails to maintain the same, he shall be liable to a penalty which shall not be less than one lakh rupees but which may extend to one lakh rupees for each day during which such failure continues subject to a maximum of one crore rupees
For Contravention of Reg 76: Move the scrip to Z category and Suspension of trading for failure to submit information on the reconciliation of shares and capital audit report, for two consecutive quarters
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