The Securities and Exchange Board of India (SEBI) issued a Master Circular for Depositories on December 3, 2024. This circular consolidates all applicable directions and communications issued up to September 30, 2024, ensuring users can access these in one document. It supersedes the Master Circular issued on October 6, 2023, with updates on repealed statutes and regulations. The circular rescinds several earlier directives but retains the validity of actions, approvals, or penalties under the rescinded circulars. Applications and legal proceedings initiated under the old circulars remain unaffected. Divided into four sections—Beneficial Owner (BO) Accounts, Depository Participants (DP) Related, Issuer Related, and Depositories Related—it includes cross-references for comprehensive compliance guidance. Terms used but not defined follow the definitions in relevant securities laws. Issued under SEBI Act Section 11(1), the circular aims to protect investors and regulate the securities market. It is available on the SEBI website under “Legal → Master Circulars.”
Securities and Exchange Board of India
Master Circular No. SEBI/HO/MRD/MRD-PoD-1/P/CIR/2024/168 Dated: December 03, 2024
To,
All Depositories
Dear Sir / Madam,
Subject: Master Circular for Depositories
1. Securities and Exchange Board of India (SEBI), from time to time, has been issuing various circulars/directions to Depositories. Further, a Master Circular in the form of a compilation of all the relevant circulars was issued on October 06, 2023. In order to enable the users to have access to all the applicable circulars/directions pertaining to depositories at one place, this Master Circular for Depositories has been prepared.
2. This Master Circular shall come into force from the date of its issuance. This Master Circular covers the relevant applicable circulars/communications pertaining to depositories issued by SEBI upto September 30, 2024. References to the Statutes/Regulations which now stand repealed have been suitably updated in the Master Circular. The list of circulars rescinded vide the instant circular is also updated in the Schedule-A to this circular.
3. Notwithstanding such rescission:
a) anything done or any action taken or purported to have been done or taken under the rescinded circulars, including registrations or approvals granted, fees collected, registration or approval suspended or cancelled, any inspection or investigation or enquiry or adjudication commenced or show-cause notice issued, prior to such rescission, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular;
b) any application made to SEBI under the rescinded circulars, prior to such rescission, and pending before it shall be deemed to have been made under the corresponding provisions of this Master Circular;
c) the previous operation of the rescinded circulars or anything duly done or suffered thereunder, any right, privilege, obligation or liability acquired, accrued or incurred under the rescinded circulars, any penalty, incurred in respect of any violation committed against the rescinded circulars, or any investigation, legal proceeding or remedy in respect of any such right, privilege, obligation, liability, penalty as aforesaid, shall remain unaffected as if the rescinded circulars have never been rescinded.
4. The Master Circular consists of four sections i.e. (1)Beneficial Owner (BO) Accounts, (2)Depository Participants (DP) Related, (3)Issuer related and (4)Depositories Related. Efforts have been made to include provisions of circulars/communications relevant to each sections. However, cross referencing of circulars/communications amongst the sections may exist. Users may refer to other sections also for compliance to provisions applicable to them.
5. Words and expressions used but not defined in this Circular shall have the same meanings as may be defined in Securities Contracts (Regulation) Act, 1956 or the Securities and Exchange Board of India Act, 1992 or the Depositories Act, 1996 or Regulations made thereunder i.e. Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018, SEBI (Depositories and Participants) Regulations, 2018, PIT Regulations, SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003, unless the context requires otherwise.
6. This Master 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 investors in securities and to promote the development of, and to regulate the securities market.
7. This Master Circular is available on the SEBI website at https://www.sebi.gov.in/
under the category “Legal →Master Circulars”.
Yours faithfully
Vishal Shukla
General Manager
Market Regulation Department
Email: vishals@sebi.gov.in
Phone 022-26449959
