Power of depositories to make bye-laws requires prior board approval and prescribes governance and compliance measures. A depository must, with prior Board approval, make bye-laws consistent with the Act and regulations specifying eligibility criteria for securities and participants, dematerialisation and transaction procedures, withdrawal and pledge mechanisms, distribution of monetary benefits, safeguards for participants and beneficial owners, information furnishing and dispute resolution procedures, internal control and audit standards, and processes for suspension, expulsion or cancellation of participants, while the Board may direct or itself make, amend or revoke bye-laws if the depository fails to comply.