NSDL -BYELAWS -2000 CH-8

8. SECURITIES

8.1. A list of securities which shall be considered for dematerialization is given at Annexure C of these Bye Laws.

8.2. The Executive Committee shall determine from time to time the securities which are eligible for dematerialization through the Depository. Before dematerialization commences, the Issuer or its Registrar and Transfer Agent, if any, shall comply with the following :-

i) The Issuer and/or its Registrar and Transfer Agent undertakes to co-operate at all times to redress the grievances of the Client and the Participant;

ii) The Issuer and/or its Registrar and Transfer Agent shall have adequate hardware and software systems to interact with Depository as specified from time to time in the Business Rules.

iii) The Issuer and its Registrar & Transfer Agent if any, have signed an agreement as per Annexure D of these Bye Laws. Provided however that, no such agreement shall be required to be entered into, with the Depository, if a State or the Central Government is the Issuer. (Amended w.e.f October 16, 1998. Prior to this amendment, Bye Law 8.2 iii) read as follows :

8.2 iii) The Issuer and/or its Registrar and Transfer Agent, if any, curities, which have been permitted for the commencement of dematerial have signed an agreement as per Annexure D of these Bye Laws)

8.3. The Depository shall, from time to time, suitably publish the list of securities, which have been permitted for the commencement of dematerialisation.

8.4. Without prejudice to any other rights, the Executive Committee may refuse to accept the admission of securities of an issue as an eligible security or may remove the same from the list of eligible securities if :-

i) in the opinion of the Depository, the Issuer or its Registrar & Transfer Agent does not have or cease to have the operational capability to provide services referred to herein in respect of an issue of securities;

ii) the Issuer or its Registrar & Transfer Agent commits any breach to any terms and/or conditions of the agreement entered into with the Depository;

iii) the Board of Directors in its absolute discretion is satisfied that circumstances exist which render it necessary in the interest of the investors to do so.

8.5. RIGHTS AND OBLIGATIONS OF ISSUERS AND THEIR REGISTRAR & TRANSFER AGENTS

8.5.1. Each Issuer whose securities are admitted into the Depository shall at the time of transfer of securities into the Depository and thereafter represent and warrant in favour of the Depository that such securities exist and are validly issued and that it is entitled or has full authority to transfer such securities into the Depository.

8.5.2. Every Issuer in respect of securities admitted on the Depository shall decide in consultation with the Depository and accordingly provide timely information to the Depository about book closure, record dates, dates for payment of interest or dividend, dates for the annual general meeting, dates of redemption of securities, dates of conversion, dates of exercising warrants and such other information as may be specified by the Executive Committee from time to time.

8.5.3. *The Issuer and its Registrar & Transfer Agent shall cooperate with the Depository to reconcile the records in respect of balances of eligible securities with Clients and confirm to the Depository, the total security balances both in physical as well as in electronic holdings in the books. Provided however that, in case where a State or the Central Government is the Issuer, the Depository shall, on a daily basis, reconcile the records of the dematerialised securities with the statement provided by the RBI. *(Amended w.e.f. October 16, 1998. Prior to this amendment, Bye Law 8.5.3 read as follows :

8.5.3 The Issuer and its agents shall co-operate with the Depository to reconcile the records in respect of balances of eligible securities with Clients and confirm to the Depository, the total security balances both in physical as well as in electronic holdings in the books.)

8.5.4. *13 Every Issuer or its Registrar and Transfer Agent shall issue the certificate of securities against receipt of the Rematerialisation Request Form from the Client through the Participant and on receipt of confirmed instructions from the Depository. Provided however that, in case of Government Securities, the procedure for opting out of the Depository shall be as per the provisions of Bye Laws 9.12.1 to 9.12.7. *(Amended w.e.f. October 16, 1998. Prior to this amendment, Bye Law 8.5.4 read as follows :

8.5.4 Every Issuer or its Registrar and Transfer Agent shall issue the certificate of securities against receipt of the Rematerialisation Request Form from the Client through the Participant and on receipt of confirmed instructions from the Depository.)

8.5.5. The Issuer or its Registrar & Transfer Agent shall furnish to the Depository allotment details of all Clients who have opted for securities to be credited in the electronic form.

8.5.6. *The Depository shall electronically provide the details of the Clients to the Issuer and/or its Registrar & Transfer Agent every fortnight. Provided however that, this clause shall not apply to Government Securities.

*(Amended w.e.f. October 16, 1998. Prior to this amendment, Bye Law 8.5.6 read as follows :

8.5.6 The Depository shall electronically provide the details of the Clients to the Issuer and/or its Registrar Agent every fortnight.)

8.5.7. The Depository shall be responsible for the accuracy/correctness of all such information related to eligible securities intimated by it to the Issuers and/or its Registrar Agent.

8.5.8. The Issuer and/or its Registrar and Transfer Agent shall be responsible for the accuracy and correctness of all information furnished by it in the form to the Depository.

8.5.9. *The Issuer and its Registrar & Transfer Agent shall adhere to the Bye Laws and Business Rules of the Depository. Provided however that, this clause shall not apply where the Issuer is a State or the Central Government. *(Amended w.e.f. October 16, 1998. Prior to this amendment, Bye Law 8.5.9 read as follows :

8.5.9 The Issuer and its Registrar and Transfer Agent shall adhere to the Bye Laws and Business Rules of the Depository.)