Draft Investor Charter for Registrars to an Issue & Share Transfer Agents (RTAs)

SEBI has released a draft circular seeking public comments on the Investor Charter for Registrars to an Issue and Share Transfer Agents (RTAs). This initiative aims to enhance investor awareness about RTA-related services, building upon a previous charter issued in November 2021. The review is prompted by recent securities market developments, including the introduction of the Online Dispute Resolution (ODR) platform and SCORES 2.0, with the goal of strengthening financial consumer protection and liter-acy. The draft charter, available as an annexure, outlines the services provided by RTAs, investor rights, timelines for various activities, investor dos and don’ts, and grievance redressal mechanisms. Registered RTAs will be required to disseminate this charter on their websites and offices. Additionally, RTAs must continue to disclose monthly complaint data on their websites for transparency. The public can submit their comments and suggestions on the draft circular through a specified online link until May 2, 2025.

Securities and Exchange Board of India

DRAFT CIRCULAR FOR PUBLIC COMMENTS

Investor Charter for Registrars to an Issue and Share Transfer Agents (RTAs)

Apr 11, 2025 | Reports : Reports for Public Comments

Click here to provide your comments

Background

1. In order to facilitate investor awareness about various activities where an investor has to deal with RTAs for availing Investor Service Requests, SEBI vide circular no. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/670 dated November 26, 2021, issued Investor Charter for RTAs, inter-alia, detailing the services provided to Investors, Rights of Investors, various activities of RTAs with timelines, Dos and Don’ts for Investors and Grievance Redressal Mechanism.

2. In a move to enhance financial consumer protection alongside enhanced financial inclusion and finan-cial literacy, and in view of the recent developments in the securities market including introduction of Online Dispute Resolution (ODR) platform and SCORES 2.0, it is felt necessary to review the investor charter for RTAs.

Public Comments:

Draft circular on “Investor Charter for Registrars to an Issue and Share Transfer Agents (RTAs)” is placed at Annexure. The comments/ suggestions should be submitted latest by May 2, 2025, through the following link: https://www.sebi.gov.in/sebiweb/publiccommentv2/PublicCommentAction.do?doPubl icCom-ments=yes

In case of any technical issue in submitting your comment through web based public comments form, you may write to consultationMIRSD@sebi.gov.in with the subject: “Public comments on Inves-tor Charter for Registrars to an Issue and Share Transfer Agents (RTAs)”.

Annexure

DRAFT CIRCULAR

SEBI/HO/MIRSD/MIRSD-PoD1/P/CIR/2025/XXX

DD-MM-YYYY

To,

All registered Registrars to an Issue and Share Transfer Agents (RTAs)

Madam / Sir,

Sub: Investor Charter for Registrars to an Issue and Share Transfer Agents (RTAs)

1. SEBI, vide circular no. SEBI/HO/MIRSD/MIRSD RTAMB/P/CIR/ 2021/670 dated November 26, 2021 (hereinafter mentioned as ‘Circular’) and Clause 29 of Master Circular for RTAs dated May 07, 2024 (hereinafter mentioned as ‘Master Circular’), inter alia, issued Investor charter for RTAs.

2. In a move to enhance financial consumer protection alongside enhanced financial inclusion and finan-cial literacy and in view of the recent developments in the securities market including introduction of Online Dispute Resolution (ODR) platform and SCORES 2.0, it has been decided to modify the investor charter for RTAs.

3. In view of the above and based on consultation with RTAs’ Industry Standards Forum (ISF), updated investor charter for RTAs is placed at Annexure A.

4. In this regard, all the registered RTAs shall take necessary steps to bring the Investor Charter to the notice of existing and new shareholders by way of

a. disseminating the Investor Charter on their websites/through e-mail;

b. displaying the Investor charter at prominent places in offices etc.

5. The Registrar Association of India (RAIN) shall also disseminate the Investor Charter on its website.

6. Additionally, in order to ensure transparency in the Investor Grievance Redressal Mechanism, all the registered RTAs shall continue to disclose on their respective websites, the data on complaints received against them or against issues dealt by them and redressal thereof, latest by 7th of succeeding month, as per the format enclosed at Annexure ‘B’ to this circular.

7. These disclosure requirements are in addition to those already mandated by SEBI.

8. The provisions of this circular shall come into force with immediate effect.

9. With the issuance of this circular, SEBI Circular SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/670 dat-ed November 26, 2021 stands rescinded and Clause 29 of Master Circular for RTAs dated May 07, 2024 stands amended as per this circular.

10. This circular is issued in exercise of powers conferred under Section 11(1) of Chapter IV of the Secu-rities and Exchange Board of India Act, 1992 read with Regulation 15D of the SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993, to protect the interests of investors in securities and to promote the development of, and to regulate the securities markets.

11. This circular is available on SEBI website at sebi.gov.in under the category: ‘Legal → Circulars

Annexure-A

INVESTOR CHARTER – REGISTRARS TO AN ISSUE AND SHARE TRANSFER AGENTS (RTAs)

Vision

To be a trusted, transparent and prompt service provider to the investors, conforming to the highest standards of compliance, confidentiality and professionalism in conduct, to meet the obligation towards investors in Indian capital markets.

Mission

• To maintain high standard of integrity in the conduct of business by fulfilling obligations in a prompt, ethical, transparent and professional manner.
• To comply with all regulatory requirements in a time bound manner.
• To facilitate prompt service to investors by and through streamlining the process and har-nessing technology.
• To facilitate easy approach, communication and interface with investors so as to resolve their queries / grievances.
• To ensure confidentiality of information shared by investors unless such information is re-quired to be provided in furtherance of discharging legal obligations or investors have provided specific consent to share such information.

Services provided by RTA to investors

• Providing details of allotment and clarification on allotment.
• Processing change in /updation of the KYC details of the investors for physical holdings like change of address/bank account details/ e-mail address /telephone/mobile/ nomination and PAN).
• Processing and updating investor holding/title change requests viz name deletion, transmis-sion, transposition, issue of duplicate shares, dematerialization and rematerialisation of securities.
• Processing of other requests, viz., recording of declaration w.r.t. exemption / lower tax rates for TDS on dividend/interest, revalidation and reissue of dividend and interest instruments.
• Execution and intimation of other corporate actions viz., ESOPs, Dividend payment, Stock split, Bonus issue and Merger/Demerger activities.
• Communication of Rights issue entitlements.
• Communication of Buyback, exit offer, takeover made by the company/ acquirer, and the procedure to be followed by investor in respect of these issues
• Mandatory execution of transfer of shares and dividends to IEPF and transfer of undelivered share certificates to Suspense account.
• Process grievance received through mails and Letters and those through SCORES also.

Timelines pertaining to various services provided by RTA

Rights of investors

• Right to receive all the benefits/ material information declared by the Company.
• Right to fair and equitable treatment.
• Right to actively participate in the AGM / EGM of the company & E-voting events so as to be a part of the decision making of the Company’s business resolutions.
• Right to approach RTA, Depository, Company, Stock Exchange or SEBI for resolution within prescribed timelines, in case of any grievances.
• Right to ask for and receive information about all the statutory and regulatory disclo-sures.
• Right to sell/transfer securities with minimal documentation.
• Right to get access to services in a suitable manner even if differently abled.
• Right to get access to educational materials of RTAs.
• Right to get customised services as per requirement at fair price.
• Right to have access to the escalation matrix for communication with the RTA.
• Right to not be bound by any clause prescribed by the Issuer Company/RTA which are con-travening to the Regulatory provisions.

DOs and DON’Ts for Investor

Grievance Redressal – Modes and Escalation Mechanism

The process of investor grievance redressal is as follows:

Annexure – B

Data of complaints against Registrar and Share Transfer Agents (RTAs) to be displayed on their websites-

Format for disclosing data of complaints on their website:

Data for the month ending

Trend of monthly disposal of complaints

*Should include complaints of previous months resolved in the current month, if any. **Should include total complaints pending as on the last day of the month, if any. ^Average resolution time is the sum total of time taken to resolve each complaint in the current month divided by total number of com-plaints resolved in the current month.

Trend of annual (Financial Year) disposal of com plaints^#

^#The data shall be emailed to rta@sebi.gov.in