This Agreement made and entered into ________ at this ____ day of _________, _____________ between CE NT RA L DEPOSI T ORY SE RV I CE S (I NDI A ) L I MIT E D a company incorporated under the Companies Act, 1956, having its Registered Office at A Wing, 25 Floor, Marathon Futurex, Mafatlal Mills Compounds, N MJoshi Marg, Lower Parel (E), Mumbai – 400013 (hereinafter called “ CDSL ”) of the First Part __________________________________________________________________; (description of the legal entity), having its office/registered office at
_________________________________________________________________________________________________________________________ ______, hereinafter called“the Issuer ” of the Second Part; AND __________ ____________________________________________ (description of the legal entity of the Registrar to an issue and/or Share Transfer Agent) having his/ its office / registered office at____________________________________________________________________________________________ hereinafter called “the RT A ” of the Third Part.
WHEREAS CDSL has agreed to declare the securities such as shares, stocks, bonds, debentures or other marketable securities(hereinafter referred to as ‘securities’) issued by the issuer from time to time as being eligible to be held in dematerialized form in CDSL.
AND WHEREAS the Issuer is desirous of entering into an agreement with CDSL to facilitate the holding and transfer of securities in dematerialized form in CDSL, which CDSL has agreed to do.
AND WHEREAS the RTA has been granted a certificate of registration bearing number ________________ dated ____________ by the Securities and Exchange Board of India (SEBI) under sub-section (1) of Section 12 of the Securities and Exchange Board of India Act, 1992.
AND WHEREAS the Issuer has appointed the RTA to act as its registrar to an issue and/or share transfer agent in respect of the securities in dematerialized form.
NOW T HE RE FORE in pursuance of Regulation 29 (2) of the Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996, and in consideration of the mutual promises herein contained, the parties hereto do hereby agree and covenant with each other as follows:
|1. G eneral Clauses|
1.1. Words and expressions used but not defined in this Agreement but defined under the Companies Act, 1956, the Securities Contracts (Regulation) Act, 1956, theSecurities and Exchange Board of India Act, 1992, the Depositories Act, 1996, the Securities and Exchange Board of India (Depositories and Participants)Regulations, 1996 or the Bye-Laws of CDSL shall have the meaning assigned to them under the aforesaid Acts, Regulations or Bye Laws as the case may be.
1.2. Unless otherwise warranted by the context or meaning thereof, the words or expressions “Beneficial Owner ”, “Issuer”, “Participant”, and “RTA” used herein shall mean a Beneficial Owner, Issuer, Participant, and Registrar to an Issue or Share Transfer Agent (as the case may be) respectively in relation to CDSLand the terms “Act ”, “Regulations”, “Bye-Laws” and “Operating Instructions” shall mean “The Depositories Act, 1996 ”, “Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996 ”, Bye -Laws of CDSL and the Operating Instructions issued by CDSL respectively.
1.3. The Issuer and RTA shall be bound by the Depositories Act, 1996, Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996 and agree to abide by the Bye-Laws and the Operating Instructions issued from time to time by CDSL in the same manner and to me were set out herein and formed part of this Agreement.
1.4. The Issuer and the RTA shall continue to be bound by the Bye-Laws and Operating Instructions, even after ceasing to be an Issuer or RTA as the case may be, in so far as may be necessary for the completion of or compliance with his/its obligations in respect of all matters, entries or transactions which the Issuer and the RTA may have carried out, executed, entered into, undertaken or may have been required to do, including pending requests for dematerialization or rematerialization of securities before ceasing to be an Issuer or RTA and which may have remained outstanding, incomplete or pending at the time of his/its ceasing to be an Issuer or RTA, as the case may be.
1.5. The obligations on the part of the Issuer/RTA herein contained are a reiteration of and/or are in addition to the obligations contained in the Bye-Laws and the operating Instructions, and the omission of one or more of such obligations from this Agreement shall not in any manner be construed as a waiver of suchobligations as are not herein contained.
1. Costs, Fees and Charges
|2.1. The Issuer and RTA shall individually pay to CDSL such fees, costs, charges and deposits as may be specified in the Operating Instructions for Issuers/RTAsissued by CDSL from time to time. In the event of the Issuer/RTA failing to make payment of any such fees, costs, charges or deposits, as the case may be,on or before the respective due dates, CDSL shall be entitled to charge interest on any delayed payments at the rate as may be prescribed by CDSL.|
2. Unique Identification Number
3.1. CDSL shall allocate a unique identification number to the Issuer (Issuer ID) and the RTA (RTA ID).
3. Hardware and Software to be installed by the RT A
4.1. The RTA shall install at his/its premises allocated for CDSL-related activities such computers, printers, communication equipment and uninterruptible power supply units, systems software and any other equipment, hardware, and software as may be specified by CDSL from time to time.
4.2. It is further agreed that unless supplied directly by CDSL or his/its agents, all computers, communication equipment, printers, uninterruptible power supply units, and all other hardware and software procured by the RTA shall be of the specified configuration and shall be sourced only from CDSL empanelled brands or any another brand which has been approved by CDSL in writing prior to such procurement.
4.3. The above hardware and software set-up shall be utilized by the RTA exclusively for CDSL-specific application modules and even if there be any spare processing or data storage capacity, the same shall not be used for any other applications including the RTA’s back-office systems or operations
4.4. The above hardware shall not be connected by the RTA to his/ its inter-office WAN (Wide Area Network) without the prior written permission of CDSL. CDSLreserves the right to deny such permission if, in his/its opinion, granting such permission involves violation of conditions relating to the operations ofCDSL’s own WAN as stipulated by Department of Telecommunications or if in permitting the same, CDSL apprehends any risk to the integrityof his/its WAN or for any other reason as may be deemed fit by CDSL
4.5. The RTA shall, from time to time, at his/its own cost, carry out such addition, modification, upgradation or replacement of the said hardware and/or software as maybe specified by CDSL
4. Connectivity and Systems
5.1. The RTA and CDSL shall establish and maintain a continuous electronic means of communication with each other.