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NSDL -BYELAWS -2000 ANNE-D
ANNEXURE D : TRIPARTITE AGREEMENT BETWEEN THE ISSUER, REGISTRAR & NATIONAL SECURITIES
DEPOSITORY LIMITED
This Tripartite Agreement made and entered into on this................... day of
................... between.......................... having its Registered Office
at.......................... (hereinafter called the "Issuer"),
.................................. having its Registered Office
at.......................................... (hereinafter called the "R & T
Agent") and the National Securities Depository Limited having its Registered Office
at Tradeworld, 4th floor, Kamala Mills Compound, Senapati Bapat Marg, Lower
Parel, Mumbai
- 400013 (hereinafter called the "NSDL")
Witnesseth
WHEREAS The Issuer and or its Registrar and Transfer Agent has furnished, to the NSDL an
application for its...................... (define the security) being admitted
as an 'eligible security' in the depository system and whereas the second undersigned is
working as the R & T Agent of the Issuer
NOW THEREFORE in consideration of the NSDL having agreed to admit the securities of the
Issuer as being eligible for being admitted on the depository system, the parties to this
Tripartite Agreement hereby covenant and agree as follows :
1. The Issuer and/or the R & T Agent agree and undertake to comply with the provisions
of the Bye Laws and the Business Rules of NSDL, wherever applicable.
2. The Issuer, its R & T Agent and NSDL hereby agree that the Bye Laws and Business
Rules of NSDL shall be part of the terms and conditions of every agreement, contract or
transaction between the parties to the agreement.
3. The Issuer and /or its R & T Agent shall be bound by any amendment to the Bye Laws
and Business Rules of NSDL with respect to any transaction occurring subsequent to the
time of such amendment. Such amendment shall take effect as if it were originally a part
of the Bye Laws and Business Rules of NSDL.
4. The agreement and all contracts and transactions effected by the Issuers and all/or its
R & T Agent under the Bye Laws and Business Rules of NSDL or through the facilities of
NSDL shall be governed by and be construed in accordance with the provisions of the
relevant laws as well as the rules and regulations of the Regulatory Bodies having
jurisdiction in respect of the same from time to time.
5. The Issuer and/or R & T Agent shall furnish a list of authorized officials who
shall represent & interact on behalf of the Issuer and/or R & T Agent with NSDL
within Fifteen days of the execution of this agreement and any changes including
additions/deletions, thereof shall be communicated to NSDL within Fifteen days of such
change.
6. The Issuer shall send to NSDL copies of the letters approving listing and commencement
of trading issued by the relevant stock exchanges in respect of securities held in
dematerialised form with NSDL.
7. NSDL shall allocate unique identity codes to both the Issuer and/or its R & T
Agent.
8. The Issuer and its R & T Agent shall establish continuous electronic means of
communication with NSDL and NSDL shall provide necessary manuals & procedural
guidelines to the Issuer and/or its R & T Agent, as is necessary for effective and
prompt conduct of the business of the Depository. The Issuer and/or its R & T Agent
shall maintain such systems, procedures, means of communication, adequate infrastructure,
hardware, software security devices and back-up facilities
as may be prescribed by NSDL.
9. The Issuer and/or its R & T Agent shall strictly follow the backup procedure
recommended by NSDL. A copy of the latest back-up of database and subsequently incremental
backup shall be maintained at a designated remote site.
10. The Issuer and/or its R & T Agent shall comply with all the systems and procedures
recommended by NSDL and shall allow access to their systems by NSDL designated EDP Audit
Team for periodic assessment of compliance with systems and procedures.
11. The Issuer and/or its R & T Agent agree that NSDL shall not be liable to the
Issuer and/or its R & T Agent for any loss arising out of any failure of the Issuer
and/or its R & T Agent to keep full and upto date security copies (backup) of computer
programme and data it uses in accordance with the best computing practice.
12. The Issuer shall inform NSDL on the next day on which the information is being sent to
the stock exchanges in which the eligible securities are listed, about the dates from
which new shares arising out of conversions, further issues, final call payments, etc.
become pari-passu with its existing shares.
13. The Issuer shall furnish information to NSDL of any further issues such as rights,
bonus, public offerings with details viz.; opening and closing dates, issue size, issue
price, record date, book closure, proportion, along with a copy of the offer document.
14. The Issuer shall give information to NSDL about book closures, record dates, dates for
the payment of interest or dividend, dates for annual general meetings and other meetings,
dates for redemption of debentures, dates for conversion of debentures and warrants, call
money dates, amalgamation, merger, reduction of capital, reconstruction scheme of
arrangement, sub-division, consolidation, and conversion of debentures/loans and such
other information relating to any corporate action, on the next day it is being
communicated to the relevant stock exchanges, where the eligible security is listed.
15. The Issuer and its R & T Agent undertakes that the dematerialisation and
rematerialisation requests are processed within fifteen and thirty days respectively.
However, it is agreed that in case of bulk dematerialisation requests, this period may be
extended to thirty days.
16. The Issuer and its R & T Agent undertakes that no dematerialisation requests shall
be accepted when there are any prohibitory order, stop transfer, attachment order, or
disputed title, on the day of such request. It is agreed that where a court order has been
received by the Issuer and/ or its R & T Agent or where there are court orders against
any transfer request if such a request is entertained, the Issuer and/or its R & T
Agent shall be entirely responsible. The Issuer and/or its R & T Agent agrees to be
fully responsible for destruction, mutilation and cancellation of certificates received
and accepted by it for dematerialisation.
17. It is agreed that the Issuer and its R & T Agent will continue to be responsible
for corporate actions. The NSDL undertakes to provide the list of beneficial owners with
suitable details to the Issuer or R & T Agent as of the record date. This list shall
be provided by the NSDL fifteen days after such request has been received by the
NSDL. In
the event of any loss caused to the Issuer and/or its R & T Agent, in respect of any
incorrect information relating to the Client, furnished by NSDL or its Participant, NSDL
shall indemnify such losses.
18. The Issuer and/or its R & T Agent shall indemnify NSDL in respect of any loss or
liability incurred, or any claim arising in respect of any incorrect information furnished
by the Issuer and/or its R & T Agent in respect of the operations of the Depository.
19. Any claims, disputes or liabilities arising in respect of any securities which have
been rematerialised under intimation from the Issuer and/or its R & T Agent to NSDL
after the despatch of such securities' certificates in the manner laid down under the Bye
Laws shall be settled between the Issuer and/or its R & T Agent and the owner of such
securities.
20. In the case of securities that have been dematerialised and electronically credited to
the accounts of the Clients in NSDL under intimation from the Issuer and/or its R & T
Agent in the manner laid down under the Bye Laws, any claims, disputes or liabilities or
cause of action from a third party arising in respect of such securities pertaining to any
fake or forged securities shall be settled between the Issuer and /or its R & T Agent
and such third party.
21. NSDL may authorise persons who, shall have the right to enter during the regular
business hours, on any working day, the premises of such Issuer and/or its R & T Agent
where the records relating to the depository operations are being maintained and inspect,
and take copies thereof.
22. NSDL shall provide reports updating details of Beneficial Owners on a fortnightly
basis to the Issuer and /or its R & T Agent.
23. NSDL shall provide the details of the list of Beneficial Owners as well as the pending
requests for Dematerialisation and Rematerialisation that may be required by the Issuer
and / or its R & T Agent from time to time on the payment of such charges as may be
provided in the Business Rules. Such information shall be provided within fifteen days
from the date of making such request and where the list of Beneficial Owners is required
as on a particular date, the same shall be provided within a period of fifteen days after
such date or fifteen days from the date of receipt of such request by the NSDL whichever
is later.
24. NSDL shall in its discretion provide any other details that may be required by the
Issuer and/or its R & T Agent from time to time on the payment of such charges as it
may deem fit.
25. The Issuer and/or R & T Agent shall inform NSDL of any proposed changes in the
address of the Registered Offices, Corporate Office, or of the location where the
equipment for communication with NSDL is situated not less than thirty days before the
date of such change.
26. NSDL shall inform the Issuer and/or its R & T Agent of any proposed changes in the
address of its Registered Office or Corporate Office not less than thirty days before the
date of such change.
27. The Issuer shall not change, discontinue or substitute its R & T Agent unless the
alternative arrangement has been agreed to by NSDL.
28. The Issuer and/or its R & T Agent shall not assign to any other person/entity its
functions & obligations, relating to transactions with the Depository, without the
approval of NSDL.
29. All parties to this Agreement shall resolve the grievances of the Beneficial Owners
within a period of twenty-one days, from the date of receipt of the complaint,
concerning NSDL, the Issuer and/or its R & T agents.
30. All parties to this Agreement shall abide by the arbitration and conciliation
procedure prescribed under the Bye-laws of NSDL and that such procedure shall be
applicable to any disputes between the NSDL and the Issuer and/or R & T Agent.
31. All parties to this Agreement further agree that all claims, differences and disputes,
arising out of or in relation to dealings on the Depository including any
agreements, contracts and transactions made subject to the Bye Laws or Business Rules of
the NSDL or with reference to anything incidental thereto or in pursuance thereof or
relating to their validity, construction, interpretation, fulfillment or the rights,
obligations and liabilities of the parties thereto and including any question of whether
such dealings, transactions, agreements and contracts have been entered into or not, shall
be subject to the exclusive jurisdiction of the Courts at Mumbai only.
IN WITNESS WHEREOF all the parties to this Agreement have caused their presents to be
executed as of the day and the year first above written.
......................................... ........................
(Signed For & On Behalf of the Issuer) Witnessed By
......................................... .......................
(Signed For & On Behalf of the R & T Agent) Witnessed By
......................................... .......................
(Signed For & On Behalf of NSDL) Witnessed By
Date :
Place :
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